8-K

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): December 1, 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 <br>of incorporation)	(Commission <br>File Number)		(IRS Employer <br>Identification No.)
c/o Maples Corporate Services, Limited,<br><br>PO Box 309, Ugland House<br><br>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

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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange<br><br>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 ☐

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 2.02    Results of Operations and Financial Condition.

On December 1, 2025, Credo Technology Group Holding Ltd (the "Company") issued a press release announcing its financial results for the fiscal quarter ended November 1, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in Item 2.02 of this current report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated December 1, 2025
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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: December 1, 2025	By:	/s/ Daniel Fleming
		Daniel Fleming
		Chief Financial Officer

Document

Exhibit 99.1

Credo Technology Group Holding Ltd Reports Second Quarter of Fiscal Year 2026

Financial Results

San Jose, Calif. (December 1, 2025) - Credo Technology Group Holding Ltd (Credo) (Nasdaq: CRDO), an innovator in providing reliable, energy-efficient, system-level connectivity solutions for the next generation of AI-driven applications, cloud computing and hyperscale networks, today reported financial results for the second quarter of fiscal year 2026, ended November 1, 2025.

Second Quarter of Fiscal Year 2026 Financial Highlights

•Revenue of $268.0 million, grew by 20.2% quarter over quarter and 272.1% year over year

•GAAP gross margin of 67.5% and non-GAAP gross margin of 67.7%

•GAAP operating expenses of $102.3 million and non-GAAP operating expenses of $57.3 million

•GAAP net income of $82.6 million and non-GAAP net income of $127.8 million

•GAAP diluted net income per share of $0.44 and non-GAAP diluted net income per share of $0.67

•Ending cash and short-term investment balance of $813.6 million

Management Commentary

Bill Brennan, Credo’s President and Chief Executive Officer, stated, “In the second quarter Credo delivered revenue of $268.0 million, an increase of 20% sequentially and an extraordinary 272% increase year-over-year. These are the strongest quarterly results in Credo’s history, and they reflect the continued build-out of the world’s largest AI training and inference clusters. Looking forward, the combination of continued growth in our core AEC and IC franchises, plus the upcoming ramps of our recently announced ZeroFlap Optics, ALCs, and OmniConnect gearbox solutions, gives us an outlook with strong revenue growth and profitability through fiscal 2026 and beyond.”

Third Quarter of Fiscal 2026 Financial Outlook

•Revenue is expected to be between $335.0 million and $345.0 million

•GAAP gross margin is expected to be between 63.8% and 65.8%, and non-GAAP gross margin is expected to be between 64.0% and 66.0%

•GAAP operating expenses are expected to be between 116.0 million and 120.0 million, and non-GAAP operating expenses are expected to be between $68.0 million and $72.0 million

Conference Call

Credo will conduct a conference call on Monday, December 1, 2025, at 2:00 p.m. Pacific Time to discuss its financial results for the second quarter of fiscal year 2026, ended November 1, 2025. Interested parties may join the conference call beginning at 2:00 p.m. Pacific Time on Monday, December 1, 2025 by dialing 800-715-9871 (toll-free) or +1 646-307-1963 (international). The conference ID for the call is 5251802. It is recommended that participants dial in to the call at least 10 minutes before the start of the call. A live webcast of the conference call will be available on Credo’s Investor Relations website at http://investors.credosemi.com. A replay of the webcast will be available via the web at http://investors.credosemi.com.

Discussion of Non-GAAP Financial Measures

This press release contains references to the non-GAAP financial measures of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP operating income (loss) margin, non-GAAP net income (loss) and non-GAAP diluted net income (loss) per share. Reconciliation of these non-GAAP measures to their comparable GAAP measures is included below. This non-GAAP information should not be construed as an alternative to the reported results determined in accordance with GAAP. The non-GAAP financial measures that Credo presents may not be comparable to similarly titled measures of other companies and other companies may not calculate such measures in the same manner as we do.

Non-GAAP financial measures exclude the effect of share-based compensation expenses, asset impairment and related charges (if applicable), and the related tax effect adjustment to the provision for income taxes.

Credo uses a full-year non-GAAP tax rate to compute the non-GAAP tax provision. This full-year non-GAAP tax rate is based on Credo’s annual GAAP income, adjusted to exclude non-GAAP items, as well as the effects of significant non-recurring and period-specific tax items which vary in size and frequency. Credo’s non-GAAP tax rate is determined on an annual basis and may be adjusted during the year to take into account events that may materially affect the non-GAAP tax rate, such as tax law changes, significant changes in Credo’s geographic mix of revenue and expenses or changes to Credo’s corporate structure.

GAAP diluted net income (loss) per share is calculated using basic weighted average shares outstanding when there is a GAAP net loss, and calculated using diluted weighted average shares outstanding when there is a GAAP net income. Non-GAAP diluted net income (loss) per share is calculated using basic weighted average shares outstanding when there is a non-GAAP net loss, and calculated using non-GAAP diluted weighted average shares outstanding when there is a non-GAAP net income. Non-GAAP adjustment for the number of shares used in the diluted per share calculations excludes the impact of share-based compensation expenses expected to be incurred in future periods and not yet recognized in the financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method.

Credo believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Credo’s financial condition and results of operations. While Credo uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Credo does not consider these measures to be a substitute for, or superior to, financial measures calculated in accordance with GAAP. Consistent with this approach, Credo believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance.

Externally, management believes that investors may find Credo’s non-GAAP financial measures useful in their assessment of Credo's operating performance and the valuation of Credo. Internally, Credo's non-GAAP financial measures are used in the following areas:

•Management’s evaluation of Credo’s ongoing operating performance;

•Management’s establishment of internal operating budgets; and

•Management’s performance comparisons with internal forecasts and targeted business models.

Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of Credo’s business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Credo’s results as reported under GAAP. The exclusion of the above items from our GAAP financial metrics does not necessarily mean that these costs are unusual or infrequent.

Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to, any statements regarding: launches of new or expansion of existing products or services; technology developments and innovation; our plans, strategies or objectives with respect to future operations; financial outlook; future financial results; expectations regarding the markets and industries in which Credo conducts business; and assumptions underlying any of the foregoing. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “can,” “may,” “will,” “would,” “outlook,” “forecast,” “targets” and similar expressions, or their negatives, may identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that may cause actual events or results to differ materially from those described in this press release. Readers are encouraged to review risk factors and all other disclosures appearing in Credo’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on July 2, 2025, as well as Credo’s other filings with the SEC, for further information on risks and uncertainties that could affect Credo’s business, financial condition and results of operation. Copies of these filings are available from the SEC, Credo’s website or Credo’s investor relations department. Forward-looking statements speak only as of the date they are made. Credo assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date herein.

About Credo

Credo’s mission is to redefine high-speed connectivity by delivering breakthrough solutions that enable the next generation of AI-driven applications. We are committed to enabling faster, more reliable, more energy-efficient, and scalable solutions that support the ever-expanding demands of AI, cloud computing, and hyperscale networks. Our innovations ease system bandwidth bottlenecks while simultaneously improving on power, security, and reliability. Our connectivity solutions are optimized for optical and electrical Ethernet applications, including the emerging 100G (or Gigabits per second), 200G, 400G, 800G and the emerging 1.6T (or Terabits per second) port markets. Credo products are based on our proprietary Serializer/Deserializer (SerDes) and Digital Signal Processor (DSP) technologies. Our product families include Integrated Circuits (ICs) for the optical and line card markets, Active Electrical Cables (AECs) and SerDes Chiplets. Our intellectual property (IP) solutions consist primarily of SerDes IP licensing.

For more information, please visit https://www.credosemi.com.

Credo and the Credo logo are registered trademarks of Credo Technology Group Limited in the United States and other jurisdictions. All other trademarks referenced herein are the property of their respective owners.

Investor Relations Contact:

Dan O’Neil

IR@credosemi.com

Credo Technology Group Holding Ltd

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	November 1, 2025		August 2, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Revenue:
Product sales revenue	$	261,293	$	217,059	$	69,075	$	478,352	$	126,400
IP license revenue	6,734		6,015		2,959		12,749		5,348
Total revenue	268,027		223,074		72,034		491,101		131,748
Cost of revenue	86,981		72,706		26,522		159,687		48,953
Gross profit	181,046		150,368		45,512		331,414		82,795
Operating expenses:
Research and development	57,916		52,448		31,742		110,364		62,151
Selling, general and administrative	44,334		37,178		22,177		81,512		43,502
Total operating expenses	102,250		89,626		53,919		191,876		105,653
Operating income (loss)	78,796		60,742		(8,407)		139,538		(22,858)
Other income, net	4,889		3,946		4,474		8,835		10,007
Income (loss) before income taxes	83,685		64,688		(3,933)		148,373		(12,851)
Provision for income taxes	1,049		1,289		292		2,338		914
Net income (loss)	$	82,636	$	63,399	$	(4,225)	$	146,035	$	(13,765)
Net income (loss) per share:
Basic	$	0.47	$	0.37	$	(0.03)	$	0.84	$	(0.08)
Diluted	$	0.44	$	0.34	$	(0.03)	$	0.79	$	(0.08)
Weighted-average shares used in computing net income (loss) per share:
Basic	175,307		171,927		166,487		173,623		165,789
Diluted	187,659		184,577		166,487		185,465		165,789

Credo Technology Group Holding Ltd

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

	November 1, 2025		May 3, 2025
Assets
Current assets:
Cash and cash equivalents	$	567,575	$	236,328
Short-term investments	246,000		195,010
Accounts receivable	245,197		162,144
Inventories	150,194		90,029
Other current assets	34,457		30,023
Total current assets	1,243,423		713,534
Property and equipment, net	85,994		63,631
Right-of-use assets	15,666		15,234
Goodwill	68,875		—
Intangible asset	17,131		—
Other non-current assets	18,183		16,858
Total assets	$	1,449,272	$	809,257
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	64,097	$	56,158
Accrued compensation and benefits	19,347		16,097
Other current liabilities	56,927		35,456
Total current liabilities	140,371		107,711
Non-current operating lease liabilities	12,811		12,693
Other non-current liabilities	10,017		7,271
Total liabilities	163,199		127,675
Shareholders' equity:
Ordinary shares	9		8
Additional paid in capital	1,223,823		765,173
Accumulated other comprehensive loss	(632)		(437)
Retained earnings (accumulated deficit)	62,873		(83,162)
Total shareholders' equity	1,286,073		681,582
Total liabilities and shareholders' equity	$	1,449,272	$	809,257

Credo Technology Group Holding Ltd

Reconciliations from GAAP to Non-GAAP (Unaudited)

(In thousands, except percentages and per share amounts)

	Three Months Ended									Six Months Ended
	November 1, 2025			August 2, 2025			November 2, 2024			November 1, 2025			November 2, 2024
GAAP gross profit	$	181,046		$	150,368		$	45,512		$	331,414		$	82,795
Reconciling item:
Share-based compensation	354			356			331			710			612
Total reconciling item:	354			356			331			710			612
Non-GAAP gross profit (A)	$	181,400		$	150,724		$	45,843		$	332,124		$	83,407
GAAP gross margin	67.5		%	67.4		%	63.2		%	67.5		%	62.8		%
Non-GAAP gross margin	67.7		%	67.6		%	63.6		%	67.6		%	63.3		%
Total GAAP operating expenses	$	102,250		$	89,626		$	53,919		$	191,876		$	105,653
Reconciling item:
Share-based compensation	(44,970)			(35,099)			(16,332)			(80,069)			(32,691)
Total reconciling item:	(44,970)			(35,099)			(16,332)			(80,069)			(32,691)
Total Non-GAAP operating expenses (B)	$	57,280		$	54,527		$	37,587		$	111,807		$	72,962
GAAP operating income (loss)	$	78,796		$	60,742		$	(8,407)		$	139,538		$	(22,858)
Non-GAAP operating income (A-B)	$	124,120		$	96,197		$	8,256		$	220,317		$	10,445
GAAP operating income (loss) margin	29.4		%	27.2		%	(11.7)		%	28.4		%	(17.3)		%
Non-GAAP operating income margin	46.3		%	43.1		%	11.5		%	44.9		%	7.9		%
GAAP net income (loss)	$	82,636		$	63,399		$	(4,225)		$	146,035		$	(13,765)
Reconciling items:
Share-based compensation	45,324			35,455			16,663			80,779			33,303
Pre-tax total reconciling item	45,324			35,455			16,663			80,779			33,303
Other income tax effects and adjustments	(172)			(573)			(183)			(745)			(244)
Non-GAAP net income	$	127,788		$	98,281		$	12,255		$	226,069		$	19,294
GAAP weighted-average shares - basic	175,307			171,927			166,487			173,623			165,789
GAAP weighted-average shares - diluted	187,659			184,577			166,487			185,465			165,789
Non-GAAP adjustment	2,896			4,289			15,769			3,373			16,087
Non-GAAP weighted-average shares - diluted	190,555			188,866			182,256			188,838			181,876
GAAP diluted net income (loss) per share	$	0.44		$	0.34		$	(0.03)		$	0.79		$	(0.08)
Non-GAAP diluted net income per share	$	0.67		$	0.52		$	0.07		$	1.20		$	0.11

Credo Technology Group Holding Ltd

Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates

(In millions, except percentages)

	Outlook for Three Months Ending January 31, 2026
	Low			High
GAAP gross margin	63.8		%	65.8		%
Reconciling item:
Share-based compensation	0.2		%	0.2		%
Total reconciling item:	0.2		%	0.2		%
Non-GAAP gross margin	64.0		%	66.0		%
Total GAAP operating expenses	$	116.0		$	120.0
Reconciling item:
Share-based compensation	48.0			48.0
Total reconciling item:	48.0			48.0
Total Non-GAAP operating expenses	$	68.0		$	72.0