UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 613, 2025

_________________________

Credo Technology Group Holding Ltd

(Exact name of registrant as specified in its charter)

_________________________

Cayman Islands

001-41249

N/A

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

c/o Maples Corporate Services, Limited,

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

N/A

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (408) 664-9329

~~Not Applicable~~N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): _________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary shares, par value $0.00005 per share

CRDO

The Nasdaq Stock Market LLC

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary shares, par value $0.00005 per share			CRDO			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

OnThe ~~October~~2025 6,Annual ~~2025,~~General Meeting of Credo Technology Group Holding Ltd, ~~a Cayman Islands exempted company~~ (the “Company”), ~~entered~~was ~~into~~held anon ~~equity~~October ~~distribution~~13, ~~agreement~~2025. (At the ~~“Equity~~2025 ~~Distribution~~Annual ~~Agreement”)~~General ~~with~~Meeting, ~~Goldman~~the ~~Sachs~~Company’s &shareholders ~~Co.~~voted ~~LLC~~on (the ~~“Manager”)~~following ~~related~~proposals, towhich ~~the~~are ~~sale~~described ~~from~~in ~~time~~detail toin ~~time of~~ the Company’s ~~ordinary~~2025 ~~shares,~~Proxy ~~par~~Statement ~~value~~as ~~$0.00005~~filed ~~per~~on ~~share~~August 25, 2025 (the “~~Ordinary~~Proxy ~~Shares~~Statement”)~~, up to an aggregate offering price of up to $750,000,000~~.

~~Sales~~1.A ofproposal ~~the~~to ~~Ordinary~~elect ~~Shares, if any, under~~ the ~~Equity~~three ~~Distribution~~(3) ~~Agreement~~Class ~~will~~I bedirector ~~made~~nominees ~~in sales deemed~~ to behold anoffice ~~“at~~until the ~~market~~earlier ~~offering” as defined in Rule 415 promulgated under the Securities Act~~ of ~~1933, as amended (~~the ~~“Securities~~2028 ~~Act”),~~Annual inGeneral ~~ordinary~~Meeting ~~brokers’~~or ~~transactions,~~their toresignation or ~~through~~removal. aEach ~~market~~of ~~maker, on or through~~ the ~~Nasdaq~~three ~~Global~~(3) ~~Select~~Class ~~Market~~I ordirector ~~any~~nominees ~~other~~named ~~market venue where the securities may be traded,~~ in the ~~over-the-counter~~Proxy ~~market,~~Statement orwas ~~through~~elected aas ~~combination~~set offorth ~~any such methods of sale. The Manager may also sell our ordinary shares by any other method permitted by law.~~below:

The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.


Nominee	For	Withheld	Broker Non-Votes
William J. Brennan	118,615,321	5,427,891	19,936,565
Yat Tung Lam	117,425,587	6,617,625	19,936,565
Chi Fung Cheng	117,384,742	6,658,470	19,936,565

~~Item 9~~2.~~01 Financial~~A ~~Statements~~proposal ~~and~~to ~~Exhibits~~approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was approved as set forth below:

(d) Exhibits


For	Against	Abstain	Broker Non-Votes
116,591,772	7,323,034	128,406	19,936,565

Exhibit Number						Description of Exhibit
1.1						Equity Distribution Agreement, dated October 6, 2025 between Credo Technology Group Holding Ltd. and Goldman Sachs & Co. LLC
5.1						Opinion of Maples and Calder (Cayman) LLP
23.1						Consent of Maples and Calder (Cayman) LLP (included in their opinion filed as Exhibit 5.1)
104						Cover Page Interactive Data File (embedded with Inline XBRL document)

3.A proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending May 2, 2026. This proposal was approved as set forth below:


For	Against	Abstain
143,658,171	50,606	271,000

SIGNATURE

Pursuant to the requirements 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 hereunto duly authorized.

	Credo Technology Group Holding Ltd
Date: October 6, 2025	/s/ William Brennan
Date: October 16, 2025	By:	/s/ James Laufman
	William Brennan
		James Laufman
	President and Chief Executive Officer
		Chief Legal Officer

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