Credo Technology Group Holding Ltd 2024年度报告

FORM10-K (Mark One) For the fiscal year endedMay3, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to CREDO TECHNOLOGY GROUP HOLDING LTD (Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction ofan error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the ordinary shares held by non-affiliates of the registrant, based on the closing price of $40.43 per share of the registrant’s ordinary shares onNovember 2, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the Nasdaq Stock Market LLC on such date, wasapproximately $5.8billion. For purposes of calculating the aggregate market value of shares held by non-affiliates, the registrant has assumed that all outstanding shares are heldby non-affiliates, except for shares owned by each of its executive officers, directors and 5% or greater shareholders. In the case of 5% or greater shareholders, the registrant hasnot deemed such shareholders to be affiliates unless there are facts and circumstances indicating that such shareholders exercise any control over the registrant. This calculationdoes not reflect a determination that certain persons are affiliates of the registrant for any other purpose. The registrant had171,641,835ordinary shares outstanding as of June13, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be filedwith the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K. Except with respect to information specifically incorporatedby reference in this Form 10-K, the proxy statement is not deemed to be filed as part of this Form 10-K. Table of Contents PART I Item 1.Business8Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments57Item 1C.Cybersecurity58Item 2.Properties59Item 3.Legal Proceedings59Item 4.Mine Safety Disclosures59 PART II Item 5.Marketfor Registrant’s Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities60 Item 6.[Reserved]61 Item 7.Management’sDiscussion and Analysis of Financial Condition and Results ofOperations Item 7A. Item 8. Item 9.Changesin and Disagreements with Accountants on Accounting and FinancialDisclosure104 Item 9A. Item 9B. PART III Item 10.Directors, Executive Officers and Corporate Governance107Item 11.Executive Compensation107Item 12.SecurityOwnership of Certain Beneficial Owners and Management and RelatedStockholder Matters107Item 13.Certain Relationships and Related Transactions, and Director Independence107Item 14.Principal Accounting Fees and Services107 PART IV Item 15. Exhibits and Financial Statement