What changed in this filing

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Item 9A. Controls and Procedures

2026-06-15 compared with 2025-07-02 · 30 added, 43 removed, 115 unchanged (39% of the section changed)

17 unchanged sentences

Other Information

On March 19, 2025 , David Zinsner , a member of the board of directors of the Company, resigned from the board and terminated the Rule 10b5-1 Trading Plan Mr.

Zinsner adopted on December 26, 2024.

On April 4, 2025 , Yat Tung (Job) Lam , Chief Operating Officer and a member of the board of directors of the Company terminated the Rule 10b5-1 Trading Plan Mr.

Lam adopted on July 2, 2024.

On March 10, 2025, we reported in our Quarterly Report on Form 10-Q for the quarterly period ended February 1, 2025 that Mr.

Brennan adopted a Rule 10b5-1 Trading Plan on January 10, 2025.

However, such Rule 10b5-1 Trading Plan was not processed by the plan administrator and thus not actually entered into.

On April 15, 2025 , William J.

Brennan , our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 Trading Plan (the Plan), intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of:

(i) 144,128 of our ordinary shares held directly by Mr.

Brennan may be sold between August 1, 2025 and June 30, 2026 and (ii) 500,000 of our ordinary shares held by The Brennan Family Trust, DTD 09/06/2002 may be sold between August 1, 2025 and June 30, 2026.

On March 20, 2026 , William J.

Brennan , our Chief Executive Officer and a member of our board of directors terminated the Rule 10b5-1 Trading Plan Mr.

Brennan adopted on April 15, 2025.

On April 8, 2026 , Yat Tung (Job) Lam , our Chief Operating Officer and a member of our board of directors terminated the Rule 10b5-1 Trading Plan Mr.

Lam adopted on December 15, 2025.

In addition, on April 15, 2026 , Mr.

Lam adopted a Rule 10b5-1 Trading Plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of:

(i) 200,000 of our ordinary shares held by Zhan (BVI) Co Ltd may be sold between July 15, 2026 and January 15, 2027 and (ii) 311,439 of our ordinary shares held directly by Mr.

Lam may be sold between July 15, 2026 and January 15, 2027.

The plan terminates on the earlier of:

(i) June 30, 2026 , (ii) the first date on which all trades set forth in the plan have been executed or (iii) such date as the plan is otherwise terminated according to its terms.

Brennan is a joint trustee with shared voting and investment power over the shares held by The Brennan Family Trust, DTD 09/06/2002.

Special Value Creation and Retention Incentive for Key Leadership

On June 30, 2025, the Board approved a special performance-based equity award program for designated executive officers and other key employees of the Company, under which such recipients received grants of performance-based restricted stock units (PSUs) under the Company’s 2021 Long-Term Incentive Plan (the 2021 Plan) having the performance condition and vesting terms described below (the Special PSUs).

The Special PSUs are intended to drive significant long-term shareholder value creation while providing retention incentives to the recipients to ensure leadership continuity through a key growth period for the Company.

The Special PSUs will be earned to the extent that the price per ordinary share of the Company (Ordinary Share) on each of the following measurement dates (measured based on the average closing prices per Ordinary Share over the immediately preceding 60 trading days) equals or exceeds $116 (the Stock Price Condition), as follows:

(i) 25% of the Special PSUs will be earned if the Stock Price Condition is met on the first anniversary of the grant date, (ii) 50% of the Special PSUs will be earned if the Stock Price Condition is met on the second anniversary of the grant date (inclusive of any Special PSUs that were earned on the first measurement date), and (iii) 100% of the Special PSUs will be earned if the Stock Price Condition is met on the third anniversary of the grant date (inclusive of any Special PSUs that were earned on the first and second measurement dates).

This stock price hurdle of $116 represents an approximate 100% increase from the 60-trading day average closing price per Ordinary Share of $58 leading up to the date of approval of the Special PSUs.

In the event of a change in control of the Company (as defined in the 2021 Plan), the performance condition will be achieved if the price per Ordinary Share offered to the Company’s shareholders in such change in control equals or exceeds $116 (not taking into account any 60-trading average described above), and, if such hurdle is met, then 100% of any then-remaining unearned Special PSUs will be earned.

Vesting of the Special PSUs is subject to the participant’s continued service with the Company through the applicable measurement date (or, if earlier, a change in control of the Company), except in the following circumstances.

In the event of the recipient’s termination of service by the Company without “cause,” by the recipient for “good reason” or due to the recipient’s death or “disability” (each as defined in the award agreement governing the Special PSUs), the Special PSUs will remain eligible to be earned and vest based on the achievement of the performance condition on the next occurring measurement date (or, if earlier, a change in control of the Company) as described above;

provided that if the termination of service is by the Company without cause or by the recipient for good reason, then the number of Special PSUs will be pro-rated based on the participant’s period of service with the Company from the grant date through the termination date.

Any Ordinary Shares issued upon the vesting of the

Special PSUs will be subject to a holding period for one year from the applicable measurement date (or if earlier, until the closing of a change in control of the Company).

The following executive officers of the Company received a grant of Special PSUs with respect to the number of Ordinary Shares set forth in the table below.

Special PSUs (#)

William (Bill) Brennan

President, Chief Executive Officer and Director

Chief Financial Officer

The description of the Special PSUs set forth above is qualified in its entirety by the terms of the award agreement governing the Special PSUs, a copy of which is filed as an exhibit to this Annual Report on Form 10-K, and incorporated herein by reference.

(i) January 15, 2027 , (ii) the first date on which all trades set forth in the plan have been executed or (iii) such date as the plan is otherwise terminated according to its terms.

Lam and his spouse share voting and investment power over the shares held by Zhan (BVI) Co Ltd.

On April 15, 2026 , Pantas Sutardja , a member of our board of directors , adopted a Rule 10b5-1 Trading Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of 1,540 of our ordinary shares held directly by Mr.

Sutardja may be sold between October 14, 2026 and January 15, 2027.

The plan terminates on the earlier of:

(i) January 15, 2027 , (ii) the first date on which all trades set forth in the plan have been executed or (iii) such date as the plan is otherwise terminated according to its terms.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

46 unchanged sentences

March 10, 2025

Form of Notice of Special PSU Awar d and Special PSU Agreement under the 2021 Long-Term Incentive Plan

Form of Notice of Special PSU Award and Special PSU Agreement under the 2021 Long-Term Incentive Plan

Insider Trading Policy

26 unchanged sentences

CREDO TECHNOLOGY GROUP HOLDING LTD

June 15, 2026

/s/ William Brennan

1 unchanged sentence

President and Chief Executive Officer

June 15, 2026

/s/ Daniel Fleming

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature Title Date

/s/ William Brennan President, Chief Executive Officer and Director

(principal executive officer) July 1, 2025

(principal executive officer) June 15, 2026

William Brennan

/s/ Daniel Fleming Chief Financial Officer

(principal financial and accounting officer) July 1, 2025

(principal financial and accounting officer) June 15, 2026

Daniel Fleming

/s/ Sylvia Acevedo Director July 1, 2025

/s/ Sylvia Acevedo Director June 15, 2026

Sylvia Acevedo

/s/ Chi Fung Cheng Chief Technology Officer and Director July 1, 2025

/s/ Chi Fung Cheng Chief Technology Officer and Director June 15, 2026

Chi Fung Cheng

/s/ Clyde Hosein

Director July 1, 2025

/s/ Manpreet Khaira Director July 1, 2025

Director June 15, 2026

/s/ Manpreet Khaira Director June 15, 2026

Manpreet Khaira

/s/ Yat Tung Lam Chief Operating Officer and Director July 1, 2025

/s/ Pantas Sutardja Director July 1, 2025

/s/ Yat Tung Lam Chief Operating Officer and Director June 15, 2026

/s/ Pantas Sutardja Director June 15, 2026

Pantas Sutardja

/s/ Lip-Bu Tan Director

/s/ Brian Kelleher Director

June 15, 2026

Brian Kelleher

/s/ Fariba Danesh

Director July 1, 2025

Director June 15, 2026

Fariba Danesh

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures