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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): May 28, 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)) |
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☐ | 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 June 1, 2026, Credo Technology Group Holding Ltd (the "Company") issued a press release announcing its financial results for the fiscal year ended May 2, 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 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2026, the Board of Directors (the “Board”) of the Company approved a special performance-based equity award for the Company’s Chief Executive Officer, William Brennan, in the form of performance-based restricted stock units (the “Special PSUs”) under the Company’s 2021 Long-Term Incentive Plan (the “Plan”). The Special PSUs are being awarded in recognition of Mr. Brennan’s singular qualification to execute the Company’s long-term strategic plan, and have been designed to motivate and reward achievement of that plan and its translation into exceptional long-term value creation for shareholders, as well as to further incentivize his long-term dedication and retention. The Compensation Committee views the Special PSUs to be a one-time special equity opportunity that, absent extraordinary and unforeseen circumstances, will be the only equity award provided to Mr. Brennan for five years (the approximate length of the performance period).
The Special PSUs are 100% performance-based and tied to six progressively challenging performance hurdles based on both revenue and stock price growth. Specifically, the Special PSUs are eligible to vest in six substantially equal tranches (set forth in the table below) subject to the achievement of (i) a revenue goal (the “Revenue Goal”) and (ii) a stock price goal (the “Stock Price Goal”) over a five-year performance period beginning on the grant date and ending on June 30, 2031 (the “Performance Period”). The Revenue Goal hurdles, which are established relative to the Company’s ambitious strategic plan, envision growth of the Company’s trailing four quarter revenue nearly four-fold to $5 billion by the end of fiscal 2031. This objective is central to the award’s design, which requires meaningful-to-extraordinary outperformance relative to the Company’s strategic plan in order to achieve the final three tranches. The Stock Price Goal is intended to ensure that, regardless of achievement of the Revenue Goal hurdles, Mr. Brennan will only realize above target pay outcomes if he also achieves sustained, progressive stock price appreciation for stockholders. In establishing the Stock Price Goal hurdles, the Board considered the significant volatility of the Company’s stock, which is currently trading near an all-time stock price high, and set the hurdles at a substantial premium over the preceding 30-calendar day average and 6-calendar month average stock prices.
Except as described below with respect to tranches 1 and 2, both the Revenue Goal and the Stock Price Goal hurdles must be achieved in order for each tranche of the Special PSUs to become earned (which achievements may occur at any time during the Performance Period and do not need to occur concurrently). The Revenue Goal and Stock Price Goal hurdles for each tranche of the Special PSUs are as follows:
| | | | | | | | | | | |
| Tranche | Revenue Goal Hurdle | Stock Price Goal Hurdle | Earned PSUs
(# of Ordinary Shares) |
| 1 | $2,500,000,000 | $244.70 | 239,500 |
| 2 | $3,500,000,000 | $293.64 | 239,500 |
| 3 | $4,500,000,000 | $342.58 | 239,500 |
| 4 | $5,500,000,000 | $391.52 | 239,500 |
| 5 | $6,500,000,000 | $440.46 | 239,500 |
| 6 | $7,500,000,000 | $489.40 | 239,500 |
Achievement of each Revenue Goal hurdle will be measured based on the sum of the Company’s total revenue (as reported in the Company’s annual and quarterly reports filed with the SEC) over any four consecutive fiscal quarters ending during the Performance Period (including, for the avoidance of doubt, the fiscal quarter which includes the grant date).
Achievement of each Stock Price Goal hurdle will be based on the average closing price per ordinary share of the Company (“Ordinary Shares”) as measured concurrently over any 6-calendar month period and any 30-calendar day period during the Performance Period, both ending on the same trading day during the Performance Period. In no event will any tranche of the Special PSUs be achieved more than once, and no interpolation will be applied for achievement between performance levels (except as described below). The tranche 1 revenue hurdle of $2,500,000,000 set forth above represents an approximate 87% increase from the Company’s fiscal 2026 revenue of approximately $1,335,116,000, and the tranche 1 stock price hurdle of $244.70 set forth above represents an approximate 63% increase from the April 2026 (30 calendar days) stock price average of $150.02 and a 77% increase from the November 2025 to April 2026 (6 calendar months) stock price average of $138.38.
Notwithstanding the hurdles in the table above, if the achievement of the Revenue Goal equals or exceeds $5,000,000,000 – the revenue goal under the Company’s strategic plan – at any time during the Performance Period, the first two tranches of the Special PSUs (or 479,000 Ordinary Shares) will be deemed achieved, notwithstanding any achievement (or lack thereof) of the corresponding Stock Price Goals for such tranches.
In the event of a change in control of the Company (as defined in the Plan), achievement of the performance condition will be measured based solely on the price per Ordinary Share offered to the Company’s shareholders in such change in control, and if such price equals or exceeds the applicable dollar value of the stock price hurdle set forth in the table above for a tranche, any previously unearned tranche or tranches for which the stock price hurdle is met will be deemed achieved. For these purposes, linear interpolation will apply for performance between stock price hurdles. Any portion of the Special PSUs that becomes earned upon a change in control will convert into a time-based award subject to continued service-based vesting based on Mr. Brennan’s continued service through the earlier of the end of the Performance Period or a termination of Mr. Brennan’s service by the Company without “cause” or by him for “good reason” (each as defined in the award agreement).
Except as described above following a change in control, vesting of the Special PSUs is subject to Mr. Brennan’s continued service with the Company – which may be as an employee or as a non-employee member of the Board – through the date on which the Compensation Committee of the Board certifies that both the Revenue Goal and the Stock Price Goal for a particular tranche have been achieved. In the event of Mr. Brennan’s termination of service for any reason prior to a vesting date, any unvested portion of the Special PSUs will be forfeited (and in the case of a termination by the Company for “cause”, any portion of the Special PSUs that remains outstanding, whether vested or unvested, will be forfeited).
Ordinary Shares delivered to Mr. Brennan upon the vesting of any Special PSUs will be subject to sale restrictions for a period of one year from the applicable vesting date (or, if earlier, until the closing of a change in control).
The description of the Special PSUs set forth above is qualified in its entirety by the terms of the award agreement governing the Special PSUs, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ending August 2, 2026, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 99.1 | | |
| 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: June 1, 2026 | By: | /s/ Daniel Fleming |
| | Daniel Fleming |
| | Chief Financial Officer |
| | |
Exhibit 99.1
Credo Technology Group Holding Ltd Reports Fourth Quarter and Fiscal Year 2026
Financial Results
San Jose, Calif. (June 1, 2026) - Credo Technology Group Holding Ltd (Nasdaq: CRDO) (“Credo”), an innovator in providing connectivity at scale through fast, reliable, and energy-efficient system solutions, today reported financial results for the fourth quarter and full fiscal year 2026, ended May 2, 2026.
Fourth Quarter of Fiscal Year 2026 Financial Highlights
•Revenue of $437.0 million grew by 7.4% quarter over quarter and 157.0% year over year
•GAAP gross margin of 68.2% and non-GAAP gross margin of 68.3%
•GAAP operating expenses of $142.2 million and non-GAAP operating expenses of $81.7 million
•GAAP net income of $169.1 million and non-GAAP net income of $226.7 million
•GAAP diluted net income per share of $0.88 and non-GAAP diluted net income per share of $1.16
•Ending cash and short-term investment balance of $1.4 billion
Management Commentary
Bill Brennan, Credo’s President and Chief Executive Officer, stated, “Fiscal 2026 marked another defining year for Credo. For the year, revenue more than tripled to $1.3 billion, and non-GAAP net income increased more than five times to $662 million. As we enter into fiscal 2027, Credo expects to achieve continued strong financial performance with our innovative and vertically integrated approach that enables customers to accelerate cluster time-to-stability, maximize GPU utilization, improve network reliability, and reduce overall infrastructure power and operating costs.”
First Quarter of Fiscal Year 2027 Financial Outlook
•Revenue is expected to be between $465.0 million and $475.0 million
•GAAP gross margin is expected to be between 66.9% and 68.9%, and non-GAAP gross margin is expected to be between 67.0% and 69.0%
•GAAP operating expenses are expected to be between $167.6 million and $171.6 million, and non-GAAP operating expenses are expected to be between $86.0 million and $90.0 million
Webcast and Conference Call Information
Credo will conduct a conference call on Monday, June 1, 2026, at 2:00 p.m. Pacific Time to discuss its financial results for the fourth quarter and fiscal year 2026, ended May 2, 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 721028678. It is recommended that participants register and dial in for 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 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 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 at up to 1.6T to meet the ever-expanding data infrastructure demands of AI.
Our product portfolio includes ZeroFlap (ZF) Active Electrical Cables (AECs) and ZF optical transceivers, OmniConnect memory solutions, and a suite of retimers and DSPs for optical and copper Ethernet and PCIe, all leveraging the 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 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.
Credo Technology Group Holding Ltd
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| May 2, 2026 | | January 31, 2026 | | May 3, 2025 | | May 2, 2026 | | May 3, 2025 |
| Revenue | $ | 437,003 | | | $ | 407,012 | | | $ | 170,025 | | | $ | 1,335,116 | | | $ | 436,775 | |
| Cost of revenue | 138,936 | | | 128,144 | | | 55,837 | | | 426,767 | | | 153,866 | |
| Gross profit | 298,067 | | | 278,868 | | | 114,188 | | | 908,349 | | | 282,909 | |
| Operating expenses: | | | | | | | | | |
| Research and development | 90,534 | | | 78,483 | | | 48,455 | | | 279,381 | | | 146,867 | |
| Selling, general and administrative | 51,688 | | | 50,763 | | | 31,945 | | | 183,963 | | | 98,918 | |
| Total operating expenses | 142,222 | | | 129,246 | | | 80,400 | | | 463,344 | | | 245,785 | |
| Operating income | 155,845 | | | 149,622 | | | 33,788 | | | 445,005 | | | 37,124 | |
| Other income, net | 12,136 | | | 9,459 | | | 3,821 | | | 30,430 | | | 17,746 | |
| Income before income taxes | 167,981 | | | 159,081 | | | 37,609 | | | 475,435 | | | 54,870 | |
| Provision (benefits) for income taxes | (1,121) | | | 1,939 | | | 1,021 | | | 3,156 | | | 2,687 | |
| Net income | $ | 169,102 | | | $ | 157,142 | | | $ | 36,588 | | | $ | 472,279 | | | $ | 52,183 | |
| Net income per share: | | | | | | | | | |
| Basic | $ | 0.92 | | | $ | 0.86 | | | $ | 0.21 | | | $ | 2.65 | | | $ | 0.31 | |
| Diluted | $ | 0.88 | | | $ | 0.82 | | | $ | 0.20 | | | $ | 2.51 | | | $ | 0.29 | |
| Weighted average shares used in computing net income per share: | | | | | | | | | |
| Basic | 184,683 | | | 182,222 | | | 170,405 | | | 178,538 | | | 167,505 | |
| Diluted | 192,681 | | | 192,023 | | | 182,119 | | | 188,232 | | | 181,158 | |
Credo Technology Group Holding Ltd
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
| | | | | | | | | | | | | | |
| | May 2, 2026 | | May 3, 2025 |
| Assets |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 1,164,952 | | | $ | 236,328 | |
| Short-term investments | | 278,334 | | | 195,010 | |
| Accounts receivable | | 233,377 | | | 162,144 | |
| Inventories | | 250,831 | | | 90,029 | |
Other current assets | | 73,576 | | | 30,023 | |
| Total current assets | | 2,001,070 | | | 713,534 | |
| Property and equipment, net | | 101,605 | | | 63,631 | |
| Right of use assets | | 24,640 | | | 15,234 | |
| Goodwill | | 92,798 | | | — | |
| Intangible assets, net | | 29,262 | | | — | |
| Other non-current assets | | 46,244 | | | 16,858 | |
| Total assets | | $ | 2,295,619 | | | $ | 809,257 | |
| Liabilities and Shareholders' Equity |
| Current liabilities: | | | | |
| Accounts payable | | $ | 107,345 | | | $ | 56,158 | |
| Accrued compensation and benefits | | 21,626 | | | 16,097 | |
Other current liabilities | | 68,120 | | | 35,456 | |
| Total current liabilities | | 197,091 | | | 107,711 | |
| Non-current operating lease liabilities | | 20,617 | | | 12,693 | |
| Other non-current liabilities | | 14,299 | | | 7,271 | |
| Total liabilities | | 232,007 | | | 127,675 | |
| Shareholders' equity: | | | | |
Ordinary shares | | 9 | | 8 |
| Additional paid-in capital | | 1,672,060 | | | 765,173 | |
| Accumulated other comprehensive income (loss) | | 2,426 | | | (437) | |
| Retained earnings (accumulated deficit) | | 389,117 | | | (83,162) | |
| Total shareholders' equity | | 2,063,612 | | | 681,582 | |
| Total liabilities and shareholders' equity | | $ | 2,295,619 | | | $ | 809,257 | |
| | | | |
| | | | |
Credo Technology Group Holding Ltd
Reconciliations from GAAP to Non-GAAP Results (Unaudited)
(In thousands, except percentages and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| May 2, 2026 | | January 31, 2026 | | May 3, 2025 | | May 2, 2026 | | May 3, 2025 |
| GAAP gross profit | $ | 298,067 | | $ | 278,868 | | $ | 114,188 | | $ | 908,349 | | $ | 282,909 |
| Reconciling item: | | | | | | | | | |
| Share-based compensation | 354 | | 354 | | 356 | | 1,418 | | 1,194 |
| Total reconciling item | 354 | | 354 | | 356 | | 1,418 | | 1,194 |
| Non-GAAP gross profit | $ | 298,421 | | $ | 279,222 | | $ | 114,544 | | $ | 909,767 | | $ | 284,103 |
| | | | | | | | | |
| GAAP gross margin | 68.2% | | 68.5% | | 67.2% | | 68.0% | | 64.8% |
| Non-GAAP gross margin | 68.3% | | 68.6% | | 67.4% | | 68.1% | | 65.0% |
| | | | | | | | | |
| Total GAAP operating expenses | $ | 142,222 | | $ | 129,246 | | $ | 80,400 | | $ | 463,344 | | $ | 245,785 |
| Reconciling items: | | | | | | | | | |
| Share-based compensation | (49,344) | | (51,806) | | (27,506) | | (181,220) | | (76,161) |
| Acquisition and integration related costs | (9,279) | | — | | — | | (9,279) | | — |
| Amortization of acquired intangible assets | (400) | | — | | — | | (400) | | — |
| Impairment and related charges | (1,500) | | — | | (873) | | (1,500) | | (873) |
| Total reconciling items | (60,523) | | (51,806) | | (28,379) | | (192,399) | | (77,034) |
| Total Non-GAAP operating expenses | $ | 81,699 | | $ | 77,440 | | $ | 52,021 | | $ | 270,945 | | $ | 168,751 |
| | | | | | | | | |
| GAAP operating income | $ | 155,845 | | $ | 149,622 | | $ | 33,788 | | $ | 445,005 | | $ | 37,124 |
| Non-GAAP operating income | $ | 216,722 | | $ | 201,782 | | $ | 62,523 | | $ | 638,822 | | $ | 115,352 |
| | | | | | | | | |
| GAAP operating income margin | 35.7% | | 36.8% | | 19.9% | | 33.3% | | 8.5% |
Non-GAAP operating income margin | 49.6% | | 49.6% | | 36.8% | | 47.8% | | 26.4% |
| | | | | | | | | |
| GAAP net income | $ | 169,102 | | $ | 157,142 | | $ | 36,588 | | $ | 472,279 | | $ | 52,183 |
| Reconciling items: | | | | | | | | | |
| Share-based compensation | 49,698 | | 52,160 | | 27,862 | | 182,638 | | 77,355 |
Acquisition and integration related costs | 9,279 | | — | | — | | 9,279 | | — |
Amortization of acquired intangible assets | 400 | | — | | — | | 400 | | — |
| Impairment and related charges | 1,500 | | — | | 873 | | 1,500 | | 873 |
| Pre-tax total reconciling items | 60,877 | | 52,160 | | 28,735 | | 193,817 | | 78,228 |
| Other income tax effects and adjustments | (3,299) | | (509) | | (69) | | (4,553) | | (485) |
Non-GAAP net income | $ | 226,680 | | $ | 208,793 | | $ | 65,254 | | $ | 661,543 | | $ | 129,926 |
| | | | | | | | | |
| GAAP net income margin | 38.7% | | 38.6% | | 21.5% | | 35.4% | | 11.9% |
| Non-GAAP net income margin | 51.9% | | 51.3% | | 38.4% | | 49.5% | | 29.7% |
| | | | | | | | | |
| GAAP weighted average shares - basic | 184,683 | | 182,222 | | 170,405 | | 178,538 | | 167,505 |
| GAAP weighted average shares - diluted | 192,681 | | 192,023 | | 182,119 | | 188,232 | | 181,158 |
| Non-GAAP adjustment | 3,255 | | 2,878 | | 4,824 | | 3,024 | | 3,486 |
| Non-GAAP weighted average shares - diluted | 195,936 | | 194,901 | | 186,943 | | 191,256 | | 184,644 |
| | | | | | | | | |
| GAAP diluted net income per share | $ | 0.88 | | $ | 0.82 | | $ | 0.20 | | $ | 2.51 | | $ | 0.29 |
Non-GAAP diluted net income per share | $ | 1.16 | | $ | 1.07 | | $ | 0.35 | | $ | 3.46 | | $ | 0.70 |
Credo Technology Group Holding Ltd
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(In millions, except percentages)
| | | | | | | | | | | | | | |
| | Three Months Ended August 1, 2026 |
| | Low | | High |
| | | | |
| GAAP gross margin | | 66.9 | % | | 68.9 | % |
| Reconciling item: | | | | |
| Share-based compensation | | 0.1 | % | | 0.1 | % |
| Total reconciling item | | 0.1 | % | | 0.1 | % |
| Non-GAAP gross margin | | 67.0 | % | | 69.0 | % |
| | | | |
| | | | |
| Total GAAP operating expenses | | $ | 167.6 | | | $ | 171.6 | |
| Reconciling item: | | | | |
| Share-based compensation | | 70.0 | | | 70.0 | |
| Acquisition and integration related costs | | 11.0 | | | 11.0 | |
Amortization of acquired intangible assets | | 0.6 | | | 0.6 | |
| Total reconciling item | | 81.6 | | | 81.6 | |
| Total non-GAAP operating expenses | | $ | 86.0 | | | $ | 90.0 | |