Form 8-K

8-K — Credo Technology Group Holding Ltd

Accession: 0001628280-26-059795

Filed: 2026-09-01

Period: 2026-09-01

CIK: 0001807794

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — crdo-20260901.htm (Primary)

EX-99.1 (credoq12027ex-991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: crdo-20260901.htm · Sequence: 1

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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): September 1, 2026

_________________________

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

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)

☐

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

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 September 1, 2026, Credo Technology Group Holding Ltd (the "Company") issued a press release announcing its financial results for the fiscal quarter ended August 1, 2026. 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 September 1, 2026

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: September 1, 2026

By: /s/ Daniel Fleming

Daniel Fleming

Chief Financial Officer

EX-99.1

Filename: credoq12027ex-991.htm · Sequence: 2

Document

Exhibit 99.1

Credo Technology Group Holding Ltd Reports First Quarter of Fiscal Year 2027

Financial Results

San Jose, Calif. (September 1, 2026) - Credo Technology Group Holding Ltd (Credo) (Nasdaq: CRDO), an innovator in providing connectivity at scale through fast, reliable, and energy-efficient system solutions, today announced financial results for the first quarter of fiscal year 2027, ended August 1, 2026.

First Quarter of Fiscal Year 2027 Financial Highlights

•Revenue of $479.0 million, grew by 9.6% quarter over quarter and 114.7% year over year

•GAAP gross margin of 64.5% and non-GAAP gross margin of 68.0%

•GAAP operating expenses of $188.4 million and non-GAAP operating expenses of $95.2 million

•GAAP net income of $129.4 million and non-GAAP net income of $236.3 million

•GAAP diluted net income per share of $0.67 and non-GAAP diluted net income per share of $1.20

•Ending cash and short-term investment balance of $764.3 million

Management Commentary

Bill Brennan, Credo’s President and Chief Executive Officer, stated, “During the first quarter of fiscal 2027, Credo delivered revenue of $479.0 million and non-GAAP net income of $236.3 million, representing 115% and 140% year-over-year growth respectively. Our portfolio now spans connectivity from millimeters to kilometers, with solutions across optics and copper. As AI infrastructure scales, we will continue to provide an innovative suite of reliable and energy-efficient connectivity solutions for the data center.”

Second Quarter of Fiscal 2027 Financial Outlook

•Revenue is expected to be between $525 million and $535 million

•GAAP gross margin is expected to be between 62.9% and 64.9%, and non-GAAP gross margin is expected to be between 67.0% and 69.0%

•GAAP operating expenses are expected to be between $199 million and $204 million, and non-GAAP operating expenses are expected to be between $100 million and $105 million

Conference Call

Credo will conduct a conference call on Tuesday, September 1, 2026, at 2:00 p.m. Pacific Time to discuss its financial results for the first quarter of fiscal year 2027, ended August 1, 2026. Interested parties may join the conference call by dialing 833-461-5787 (toll-free) or +1 585-542-9983 (international). The conference ID for the call is 702097177. 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, acquisition and integration related costs, amortization of acquired intangible assets, 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 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 June 15, 2026, 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 operations. 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 transform connectivity at scale through fast, reliable and energy-efficient system solutions. Our high-speed copper and optical interconnect products deliver industry-leading power and performance from chip to cluster to meet the ever-expanding data infrastructure demands of AI.

Our vertically integrated connectivity portfolio is comprised of our flagship purple ZeroFlap (ZF) Active Electrical Cables (AECs) and ZF optical transceivers; optical components including silicon photonics-based photonic integrated circuits (SiPho PICs) and DSPs; OmniConnect AI memory and chip-to-chip interconnect; and retimers for Ethernet and PCIe—supported by our PILOT diagnostic and analytics software platform. Credo innovations enable our customers to connect the systems that connect the world.

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

Credo, the Credo logo and the color purple when associated with AECs 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 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

August 1, 2026 May 2, 2026 August 2, 2025

Revenue

$ 479,003 $ 437,003 $ 223,074

Cost of revenue

169,923 138,936 72,706

Gross profit 309,080 298,067 150,368

Operating expenses:

Research and development 114,524 90,534 52,448

Selling, general and administrative 73,856 51,688 37,178

Total operating expenses 188,380 142,222 89,626

Operating income 120,700 155,845 60,742

Other income, net 8,140 12,136 3,946

Income before income taxes 128,840 167,981 64,688

Provision (benefit) for income taxes (585) (1,121) 1,289

Net income $ 129,425 $ 169,102 $ 63,399

Net income per share:

Basic

$ 0.70 $ 0.92 $ 0.37

Diluted

$ 0.67 $ 0.88 $ 0.34

Weighted-average shares used in computing net income per share:

Basic

186,007 184,683 171,927

Diluted

194,378 192,681 184,577

Credo Technology Group Holding Ltd

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

August 1, 2026 May 2, 2026

Assets

Current assets:

Cash and cash equivalents $ 466,869 $ 1,164,952

Short-term investments 297,389 278,334

Accounts receivable 288,798 233,377

Inventories 313,051 250,831

Other current assets

100,186 73,576

Total current assets 1,466,293 2,001,070

Property and equipment, net 114,462 101,605

Right-of-use assets

25,061 24,640

Goodwill

986,447 92,798

Intangible assets, net 378,817 29,262

Other non-current assets 41,647 46,244

Total assets $ 3,012,727 $ 2,295,619

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable $ 101,822 $ 107,345

Accrued compensation and benefits 20,731 21,626

Other current liabilities

75,612 68,120

Total current liabilities 198,165 197,091

Non-current operating lease liabilities 20,737 20,617

Deferred tax liabilities 53,659 5,754

Other non-current liabilities 11,676 8,545

Total liabilities 284,237 232,007

Shareholders' equity:

Ordinary shares

9 9

Additional paid in capital 2,210,077 1,672,060

Accumulated other comprehensive income (loss) (138) 2,426

Retained earnings 518,542 389,117

Total shareholders' equity 2,728,490 2,063,612

Total liabilities and shareholders' equity $ 3,012,727 $ 2,295,619

Credo Technology Group Holding Ltd

Reconciliations from GAAP to Non-GAAP (Unaudited)

(In thousands, except percentages and per share amounts)

Three Months Ended

August 1, 2026 May 2, 2026 August 2, 2025

GAAP gross profit $ 309,080 $ 298,067 $ 150,368

Reconciling item:

Share-based compensation 5,715 354 356

Amortization of acquired intangible assets 11,000 — —

Total reconciling item: 16,715 354 356

Non-GAAP gross profit (A) $ 325,795 $ 298,421 $ 150,724

GAAP gross margin 64.5% 68.2% 67.4%

Non-GAAP gross margin 68.0% 68.3% 67.6%

Total GAAP operating expenses $ 188,380 $ 142,222 $ 89,626

Reconciling item:

Share-based compensation (82,264) (49,344) (35,099)

Acquisition and integration related costs (10,362) (9,279) —

Amortization of acquired intangible assets (600) (400) —

Impairment charges — (1,500) —

Total reconciling item: (93,226) (60,523) (35,099)

Total Non-GAAP operating expenses (B) $ 95,154 $ 81,699 $ 54,527

GAAP operating income $ 120,700 $ 155,845 $ 60,742

Non-GAAP operating income (A-B)

$ 230,641 $ 216,722 $ 96,197

GAAP operating income margin 25.2% 35.7% 27.2%

Non-GAAP operating income margin

48.2% 49.6% 43.1%

GAAP net income $ 129,425 $ 169,102 $ 63,399

Reconciling items:

Share-based compensation 87,979 49,698 35,455

Acquisition and integration related costs 10,362 9,279 —

Amortization of acquired intangible assets 11,600 400 —

Impairment charges — 1,500 —

Pre-tax total reconciling item 109,941 60,877 35,455

Other income tax effects and adjustments (3,104) (3,299) (573)

Non-GAAP net income

$ 236,262 $ 226,680 $ 98,281

GAAP net income margin

27.0% 38.7% 28.4%

Non-GAAP net income margin

49.3% 51.9% 44.1%

GAAP weighted-average shares - basic

186,007 184,683 171,927

GAAP weighted-average shares - diluted

194,378 192,681 184,577

Non-GAAP adjustment 3,126 3,255 4,288

Non-GAAP weighted-average shares - diluted

197,505 195,936 188,866

GAAP diluted net income per share $ 0.67 $ 0.88 $ 0.34

Non-GAAP diluted net income per share

$ 1.20 $ 1.16 $ 0.52

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 October 31, 2026

Low High

GAAP gross margin 62.9 % 64.9 %

Reconciling item:

Share-based compensation 1.3 % 1.3 %

Amortization of acquired intangible assets 2.8 % 2.8 %

Total reconciling item: 4.1 % 4.1 %

Non-GAAP gross margin 67.0 % 69.0 %

Total GAAP operating expenses $ 199.0 $ 204.0

Reconciling item:

Share-based compensation 97.0 97.0

Acquisition and integration related costs 2.0 2.0

Total reconciling item: 99.0 99.0

Total Non-GAAP operating expenses $ 100.0 $ 105.0

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