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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): 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
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 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
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


EX-99.1 2 credoq22026ex-991.htm EX-99.1 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
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