Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure.
Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting; Attestation Report of the Registered Public Accounting Firm.
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 2, 2026 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of May 2, 2026. The effectiveness of our internal control over financial reporting as of May 2, 2026 has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended May 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Credo have been detected .
Item 9B. Other Information
10b5-1 Plans
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.
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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) 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. Mr. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement, which will be filed within 120 days after the end of the fiscal year to which the Annual Report on Form 10-K relates.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements:
The financial statements required by this item are listed under Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
2. Financial Statement Schedules:
All financial statement schedules have been omitted because they are not applicable or required, or the information required to be set forth therein is included in our consolidated financial statements or the notes thereto.
3. Exhibits:
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
3.1
Amended and Restated Memorandum and Articles of Association
8-K 001-41249 3.1 February 1, 2022
4.1 Fifth Amended and Restated Members Agreement, dated May 6, 2021
S-1 333-261982 4.1 January 3, 2022
4.2 Description of Share Capital
10-K 001-41249 4.2 June 8, 2022
10.1†
Form of Indemnification Agreement entered into with each of the Registrant’s officers and directors
S-1 333-261982 10.1 January 3, 2022
10.2†
2021 Long-Term Incentive Plan
S-8 333-262358 99.1 January 27, 2022
10.3†
Form of Notice of Stock Option Award and Stock Option Agreement under the 2021 Long-Term Incentive Plan
S-1 333-261982 10.13 January 3, 2022
10.4†
Form of Notice of RSU Award and RSU Agreement under the 2021 Long-Term Incentive Plan (Employees)
S-1 333-261982 10.14 January 3, 2022
10.5† Form of Notice of RSU Award and RSU Agreement under the 2021 Long-Term Incentive Plan (Directors)
S-1 333-261982 10.15 January 3, 2022
10.6 Amended and Restated Employee Stock Purchase Plan
10-K
001-41249
10.6 June 24, 2024
10.7# Warrant, dated December 28, 2021, issued to Amazon.com NV Investment Holdings LLC
S-1/A 333-261982 10.17 January 18, 2022
10.8 Executive Incentive Compensation Plan
10-K
001-41249
10.8
June 24, 2024
10.9
Executive Change in Control Severance Plan
10-Q
001-41249
10.1
December 3, 2024
10.10
Form of Notice of PSU Award and PSU Agreement under the 2021 Long-Term Incentive Plan
10-Q
001-41249
10.2
March 10, 2025
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10.11
Form of Notice of Special PSU Award and Special PSU Agreement under the 2021 Long-Term Incentive Plan
X
19.1
Insider Trading Policy
X
21.1
Subsidiaries of the Registrant
X
23.1
Consent of Independent Registered Public Accounting Firm
X
24.1
Power of Attorney (included on signature page)
X
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Compensation Recoupment Policy
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
_______________
† Indicates management contract or compensatory plan.
# Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv) .
* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Item 16. Form 10-K Summary
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None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CREDO TECHNOLOGY GROUP HOLDING LTD
Date: June 15, 2026
By: /s/ William Brennan
Name: William Brennan
Title: President and Chief Executive Officer
Date: June 15, 2026
By: /s/ Daniel Fleming
Name: Daniel Fleming
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Brennan and Daniel Fleming, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 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) June 15, 2026
William Brennan
/s/ Daniel Fleming Chief Financial Officer
(principal financial and accounting officer) June 15, 2026
Daniel Fleming
/s/ Sylvia Acevedo Director June 15, 2026
Sylvia Acevedo
/s/ Chi Fung Cheng Chief Technology Officer and Director June 15, 2026
Chi Fung Cheng
/s/ Clyde Hosein
Director June 15, 2026
Clyde Hosein
/s/ Manpreet Khaira Director June 15, 2026
Manpreet Khaira
/s/ Yat Tung Lam Chief Operating Officer and Director June 15, 2026
Yat Tung Lam
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/s/ Pantas Sutardja Director June 15, 2026
Pantas Sutardja
/s/ Brian Kelleher Director
June 15, 2026
Brian Kelleher
/s/ Fariba Danesh
Director June 15, 2026
Fariba Danesh
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