Credo Technology Group Holding Ltd — Director's Dealing 2023

May 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Credo Technology Group Holding Ltd (CRDO)
CIK: 0001807794
Period of Report: 2022-12-01

Reporting Person: Cheng Chi Fung (Director, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-01	Ordinary Shares	S	1550	$14.2487	Disposed	11255802	Direct
2023-01-05	Ordinary Shares	A	100000	—	Acquired	11355802	Direct
2023-05-22	Ordinary Shares	S	240000	$10.5134	Disposed	400000	Indirect

Footnotes

F1: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs"). The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

F2: This transaction was executed in multiple trades at prices ranging from $13.795 to $14.51. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Represents RSUs that will vest over a period of four years subject to continued employment through each vesting date.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's spouse on October 13, 2022.

F5: This transaction was executed in multiple trades at prices ranging from $10.50 to $10.58. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: Represents ordinary shares held by the Reporting Person's mother-in-law. The Reporting Person's spouse has investment control over ordinary shares held by the Reporting Person's mother-in-law. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.