Credo Technology Group Holding Ltd (CRDO)
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M&A announcement

Apr 14, 2026

Operator

I would now like to turn the conference over to Dan O'Neil. Please go ahead, sir.

Dan O'Neil
Treasurer and VP of Investor Relations, Credo

Good morning, everyone. Thank you for joining our call in connection with our announcement that we have entered into a definitive agreement to acquire DustPhotonics. Today, I'm joined by Bill Brennan, Credo's Chief Executive Officer, and Dan Fleming, Credo's Chief Financial Officer. During this call, we will make certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties discussed in detail in our press release and our documents filed with the SEC, which can be found in the Investor Relations portion of the company's website. It is not possible for the company's management to predict all risks, nor can the company assess the impact of all factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement.

Given these risks, uncertainties, and assumptions, the forward-looking events discussed during this call may not occur, and actual results could differ adversely and materially from those anticipated, implied, or inferred. The company undertakes no obligation to publicly update forward-looking statements for any reason after the date of this call to conform these statements to actual results or to changes in the company's expectations, except as required by law. With that, I will now turn the call over to Bill.

Bill Brennan
CEO, Credo

Thanks, Dan. Yesterday, we announced that Credo has entered into a definitive agreement to acquire DustPhotonics, a leader in silicon photonics PIC technology. This is a meaningful step forward for Credo. It expands our optical portfolio and strengthens our position across the full connectivity stack for AI infrastructure, from copper to optical and across front-end, scale-out, and scale-up networks. Over the last few years, we've built a strong foundation in high-speed connectivity by combining SerDes, DSP, and system-level design. As AI clusters scale, the requirements around reliability, power, and performance are only getting tighter. This move is about staying ahead of those demands. By combining forces with DustPhotonics, we bring together our technology with their silicon photonics PICs to create a more complete connectivity platform. There is a clear near-term revenue opportunity. DustPhotonics has strong standalone PIC business with design wins at leading hyperscalers.

Their technology simplifies architectures, reduces laser count, and supports higher speeds with a roadmap to 3.2 Tbps. This becomes an additional growth driver for us starting in fiscal 2027. At the same time, this strengthens our ZeroFlap optics platform. By owning both the DSP and the PIC, we can deliver a more optimized system-level design, move faster on product development, and improve margins. DustPhotonics also adds a complementary roadmap in laser-based CPO and NPO alongside our microLED initiatives. Having both approaches allows us to meet a broader set of customer requirements as architectures evolve. From a financial standpoint, we continue to see strong growth in our AEC business through fiscal 2027 and beyond. Combining DustPhotonics with our broader optical portfolio, we now believe this marks an inflection point with combined optical revenue expected to exceed $500 million in fiscal 2027.

This is a natural extension of how we deliver value at Credo. We've taken a system-level approach and focused on owning more of the stack to create better solutions. DustPhotonics brings world-class expertise, and together, we're in a stronger position to deliver reliable, energy-efficient connectivity at the scale our customers need. We expect to close in the second quarter of calendar 2026, and we look forward to sharing more at that time. Thanks for joining us. We'll now open it up for questions.

Operator

At this time, I would like to remind everyone, in order to ask a question, press star, then the number one on your telephone keypad. As a reminder, we ask that you please limit yourself to one question only so we can get as many people as possible. We'll pause for just a moment to compile the Q&A roster. Your first question comes from the line of Quinn Bolton with Needham & Company. Your line is open.

Quinn Bolton
Senior Analyst, Needham & Company

Hey, guys. Congratulations on the acquisition. Makes sense strategically. I guess, Bill, the big question for me, you're talking about now $500 million of optical product revenue in fiscal 2027. Is there any breakdown you can give us how much of that comes from ZeroFlap optics, how much might come from the Optical DSPs, and how much comes from the standalone PICs that DustPhotonics is selling into either direct into the hyperscalers or module vendors to the hyperscalers?

Bill Brennan
CEO, Credo

We're not going to break it down, but I can tell you that we got strong momentum in Optical DSPs, ZF Optics, and with Dust, we'll add to that momentum. It's going to be a combination of all three.

Operator

Your next question comes from the line of Tore Svanberg with Stifel. Your line is open.

Tore Svanberg
Managing Director, Stifel

Yes. Thank you, and congratulations on the deal. Bill, I was hoping you could elaborate a little bit more on this system-level approach in the optical space. Obviously now, you got the DSP, you got the PIC. I do know there's a few other components out there. Just hoping you could elaborate a little bit on that. Was that sort of a push from customers, or is this basically Credo leveraging the success that you've already had in AECs to creating more of a vertical business model to the optical space as well?

Bill Brennan
CEO, Credo

Sure. We are absolutely building on the system-level approach that we've taken with AEC. Within AEC, of course, there's really one key component, and that's the DSP. For optical transceivers, for ZF Optics, of course, the optical DSP is important, but there's other components like the PIC that are really critical to building out an optimized system-level design. That'll enable us to build a better system-level product, and ultimately, it will allow us to improve margins as well because we're eliminating a component where there would be margin stack if we're buying it in the open market. I will say we're excited about the large market opportunity in the standalone SiPho PIC market. Analysts expect this to be a multi-billion dollar opportunity in the upcoming years.

When we add this component to our Optical DSPs, we think it's highly complementary, and it really allows us to offer our transceiver customers a more complete solution as well.

Operator

Your next question comes from the line of Tom O'Malley with Barclays. Your line is open.

Tom O'Malley
Director and Equity Research Analyst, Barclays

Hey, guys. Thanks for taking my question. I had a question on the dual roadmap that you're now going to be running. Dust, obviously, uses laser-based technology for their NPO, CPO roadmap. You guys have shared historically just around your LED intersection with that technology trend. Can you maybe talk about customer traction that Dust may have in CPO today, maybe where they're manufacturing the PIC today, and just in the future, why you think you need those two avenues to address the technology? Thank you.

Bill Brennan
CEO, Credo

Sure. We see the opportunity for CPO and NPO, something that's very much developing. I think there's going to be different approaches. The microLED effort that we've got, this is a solution that at a fundamental technology level, addresses the reliability issues with laser-based solutions. We're very much going to continue to invest heavily in that area. As it relates to silicon photonics PICs, if you look at the work that we've done with ZF Optics, as we look at the telemetry information in managing the impairments that come with laser-based optics, there's an added layer with the DustPhotonics PIC. There's sensors in their solution, and that's really going to enhance our telemetry capabilities.

When we look at NPO and CPO, we definitely see a diversity of solutions that will exist in the market, and our goal is to really cover any approach that our customers want to take.

Operator

Your next question comes from the line of Vivek Arya with Bank of America. Your line is open.

Vivek Arya
Managing Director, Bank of America

Thanks for taking my questions. I had questions on some of the financials that you described. First, on the $500 million in sales, I understand this is more vertical integration at this point, and I'm wondering how that $500 million, how does it compare to what you thought before the deal or how you thought about that a few months ago? I.e., how much of it is incremental to the way, right, we all think about the company's current growth trajectory? Secondly, maybe if you could give us a sense for how the margin structure will evolve as hardware or transceivers become a greater part of the mix. Are you expecting them to come at the same growth and operating margins as your core business? Will there be a shift?

Longer term, is there a certain business mix, Bill, that you are heading towards in terms of what you do with AECs versus optics? Thank you.

Dan Fleming
CFO, Credo

Hey, Vivek. This is Dan Fleming. Let me answer that question. First, with regard to the $500 million that Bill referenced, it is above what we had previously guided. Our fiscal 2027 revenue is now expected to grow in excess of 75% year-over-year. That's with a mid-single-digit sequential growth through the first half of the year and the second half inflection driven by that ramp of our optical portfolio, which is Optical DSP, ZF Optics, and now our silicon photonics platform. From a margin perspective, everything that we've announced so far is within our expectation of our long-term model.

On ZF Optics in particular, as we integrate silicon photonics, our own solution, into our ZF Optics, that is accretive to the overall ZF Optics story. We've previously stated that ZF Optics, as we expect, is within that long-term gross margin model, mid-60s% as well.

Operator

Your next question comes from the line of Joseph Cardoso with JPMorgan. Your line is open.

Joseph Cardoso
VP of Equity Research, JPMorgan

Hey, good morning. Thanks for the question. Bill, you touched on it briefly in your prepared remarks, but I'm curious if you could flesh it out a little bit more for us that are less familiar with Dust and what they bring to the table. Specifically, wanted to see if you can elaborate about how their PIC or other technologies are differentiated relative to other solutions or similar solutions in the market today. Beyond the obvious benefits of owning another piece of the technology stack, what specific value does their technology deliver for Credo to become more competitive in the market as it relates to your guys' optical portfolio? Thank you.

Bill Brennan
CEO, Credo

The silicon photonics PIC really brings an added complement to the system-level solution that we're building. As I mentioned before, our ability now to sell a more complete portfolio at a component level is really added to it as well. There's different ways of building optical modules. Silicon photonics is a more simple, lower cost solution than, say, EML lasers that have dominated the data center optics in the past. We think that, again, this is a really critical component to build on, both at a system level as well as a component level. When we think about what the future brings for NPO and CPO, this will absolutely give us a clear path on that front as well.

Operator

Your next question comes from the line of Sean O'Loughlin with TD Cowen. Your line is open.

Sean O'Loughlin
Equity Research Analyst, TD Cowen

Hey, thanks, guys, and congrats on the acquisition and the momentum. Sort of building on Joe's question, I was wondering if you could talk about the motivations for why you felt the need to bring this asset in-house rather than just source PICs from them on the merchant market. I know and understand the portfolio expansion aspect for sure, but is there something specific that maybe you can bring to help them scale, or is it really just about the additional incorporation of their technology into the transceiver, both margin and portfolio? Thanks.

Bill Brennan
CEO, Credo

Well, first, we see a large market opportunity in the standalone PIC market. I mentioned earlier that it's a multi-billion-dollar market per analyst, and that's really in the very near term. By 2030, some analysts call it a $6 billion market. There's a very large market opportunity. The technology that Dust has developed is leading-edge, and just that as a standalone business that's additive to what we're doing is very meaningful. Maybe more importantly, our ability to build the most optimized ZeroFlap optics platform is going to be enhanced by having this PIC as another key component to the Optical DSP. I mentioned earlier that from the standpoint of moving faster on product development and improving margins, this is all part of a system-level approach that we're taking.

When we look at the opportunity for both front-end and scale-out, we see pluggable transceivers, both optical and copper, really a long-term solution. There is no catalyst to go to a different form factor. As we look at the scale-up opportunity, network density is going to be driving the need for more dense form factors on connectivity. When we see that market, we see a 10x number of connections, and that is going to be the catalyst for moving to different form factors. With this, really the third leg here is it positions us very well in owning this technology as we develop CPO and NPO solutions for customers in the future.

Operator

Your next question comes from the line of Sebastien Naji with William Blair. Your line is open.

Sebastien Naji
Research Analyst of Technology, Media, and Communications, William Blair

Good afternoon. Yeah, congrats on the acquisition. This seems like a more sizable acquisition than the past. It sounds like DustPhotonics already had a little bit of scale, some engagement. Maybe could you talk a little bit about how you expect this acquisition to impact your OpEx or even your CapEx in fiscal 2027?

Bill Brennan
CEO, Credo

Yeah. We haven't given guidance yet overall for fiscal 2027, so stay tuned in the upcoming earnings announcements. We'll talk about that a bit more than we can at the moment. I will mention, though, that we expect this deal to be accretive in fiscal 2027 and beyond.

Operator

Your next question comes from the line of James Schneider with Goldman Sachs. Your line is open.

James Schneider
Senior Equity Analyst, Goldman Sachs

Good afternoon. Thanks for taking my question. Could you maybe just talk a little bit about how your customer pipeline has evolved for the ZF optical transceivers, given sort of that you've mentioned expanding adoption across the hyperscaler deployments, and Dust already seems to be at multiple hyperscalers today? What does it mean for the aperture of customer engagements?

Bill Brennan
CEO, Credo

Well, we've been making great progress on customer traction for ZF Optics, and we'll update on that more in the future when we do our upcoming call in June. The traction that Dust has is great. When we look at the customers that they're engaged with, both at a hyperscaler level as well as at a module manufacturing customer level, it's really quite good, and it's very complementary to what we've already done. Over the next year, we will be integrating the Dust technology within the ZF Optics platform. We see near term that the traction that they've got with their standalone PIC business will be a great driver for us, and then longer term, it will be very complementary as we look at ZF.

Operator

Your next question comes from the line of Richard Shannon with Craig-Hallum. Your line is open.

Richard Shannon
Senior Research Analyst, Craig-Hallum

Well, thanks, guys, for taking my question. Maybe just a quick one for you, Bill. The press release for the deal mentioned a contingency earn-out here. Maybe you could describe what the nature of that is or what timeframe that would be? Thank you.

Bill Brennan
CEO, Credo

Dan, why don't you take that one?

Dan Fleming
CFO, Credo

Yeah. Richard, it's over a two-year timeframe, and it's based on a mix of financial metrics that we expect them to achieve.

Operator

Your next question comes from the line of Christopher Rolland with Susquehanna. Your line is open. Mr. Christopher, your line is open.

Christopher Rolland
Senior Equity Analyst, Susquehanna

Hello. Can you guys hear me?

Bill Brennan
CEO, Credo

Yes.

Christopher Rolland
Senior Equity Analyst, Susquehanna

You can hear me. Okay. I guess first, a housekeeping. How much revenue does Dust do today? Secondly, my question, as I talk to people in the optical supply chain, they suggest that PICs might be more of like a foundry opportunity and less of a merchant opportunity, as it just might be harder to get a good margin on that chip. I know, Dan, you already addressed that, and you talked a little bit about the tech differentiators, but what do you think might allow you to get a sustainable margin on the PIC? You had on your website, I think, an integrated laser technology within this PIC. Is that part of it? Anything you can speak to specifically that would differ from a design coming out of a foundry, for example, would be great.

Dan Fleming
CFO, Credo

Well, let me see.

Bill Brennan
CEO, Credo

I think you hit on a.

Dan Fleming
CFO, Credo

Go ahead, Bill.

Bill Brennan
CEO, Credo

Yeah. I think you hit on a couple of key points. We're not going to break out the revenue for Dust, but I will say that their backlog is quite healthy, and it's growing throughout fiscal 2027. As it relates to the margin question, there's great opportunity for the scale that we can bring as we combine forces with Dust. I think from a margin standpoint, I don't think there's any shift in any of the messaging that we've given in the past.

Operator

Your next question comes from the line of Mike Genovese with Rosenblatt Securities. Your line is open.

Michael Genovese
Senior Research Analyst, Rosenblatt Securities

Oh, great. Thanks a lot. Guys, the $500 million target for optics in fiscal 2027, which is basically calendar 2026, that's a good start. I think it would give you about 2% market share in transceivers. My question is, longer term, do you have any goals in this market to become a very large player? Is there anything you could say about market share goals beyond this year? Do we think about it as a niche product or something that'll become more of a mass market product eventually?

Bill Brennan
CEO, Credo

I think the question was related to our ZF Optics transceivers, and we see this as a critical solution for customers that have architectures where their GPU or NIC to TOR or first switch connection is longer than what we can service with our AEC business. There's several customers that have an architecture where they're looking for longer NIC to TOR connections. That's really the market, and I think it can be quite sizable. The reason that our solution is unique is because we're able to utilize really deep, real-time, continuous telemetry data to be able to proactively identify and mitigate potential link flaps. As you know, clusters, tens of thousands, even 100,000 GPUs tied together, the key element related to reliability is they're all working as one cluster, and if you've got link flaps, you can shut down the entire cluster.

And so this is one of the reasons that AEC is so popular and really a de facto standard for that NIC to TOR connection in a cluster where it can be used based on length of the connection. With ZF Optics, we're offering that bulletproof reliability, and we're doing that through going up the stack. We're not looking so much at the overall transceiver market and what percentage it might be, but it absolutely will be a multi-billion dollar opportunity that we're growing into, and that's really over the next several years.

Operator

Your next question comes from the line of David Liu with Mizuho. Your line is open.

David Liu
Senior Research Associate, Mizuho

Hi. Yeah, thanks for the question. On for Vijay here. Congrats on this deal. My question is, when do you see Dust's roadmap to 3.2 starting to ramp and maybe a timeline for when Credo's integration of Dust technology solution might start to ramp, and how does that feed into your view of the mix of SiPho versus the EML market share at 3.2? Thanks.

Bill Brennan
CEO, Credo

Dust has made lots of progress, even at this point on 448G or 3.2 Tbps. I think they're very much ahead of the market and will be an enabler for that next-generation port speed. I do think it's going to take some time before that market develops, but the great news is that the combination of the Dust PIC as well as the Credo Optical DSP and SerDes, we're going to be right there as that market really develops. We're talking about solutions that exist already with Dust.

Operator

Your next question comes from the line of Crawford Clarke with Jefferies. Your line is open.

Crawford Clarke
VP of Equity Research, Jefferies

Hey, guys. Crawford Clarke on for Blayne Curtis with Jefferies. Thank you so much for taking my question, and congrats on the pending acquisition. I wanted to better understand whether you're already working with Dust to supply PICs for ZF Optics. I'm really trying to get at, essentially, is there any risk to the qualifications that you have in progress for ZF Optics given that decision to in-source? Thanks.

Bill Brennan
CEO, Credo

The great thing about both being suppliers to the optical transceiver market in general is that we've got great experience working with Dust. That's on designs that we're both involved in for optical transceiver customers of ours. We've got great confirmation on the technology in general. As it relates to ZF, there's really no change in what we're expecting from a ramp perspective. The integration of Dust within our platform will take place over the course of about a year, and couldn't feel better about it.

Operator

Your next question comes from the line of Quinn Bolton with Needham & Company. Your line is open.

Quinn Bolton
Senior Analyst, Needham & Company

Hey, guys. Thanks for the follow-up. Bill, I guess I just wanted to ask, the standalone PIC business that you have or Dust has today with other module vendors, as you bring Dust in-house, do you see any conflict or any risks to that business going to other PIC suppliers? Do you think because ZeroFlap optics is sort of a premium transceiver product that it doesn't really compete with the other module vendor customers of Dust? I've got a quick follow-up for Dan.

Bill Brennan
CEO, Credo

We don't really see a conflict at this point. What we're doing on ZF is completely different from the standpoint of looking at, say, the commodity transceiver market. We believe we're going to be able to manage our component business in parallel with our ZF Optics.

Operator

There are no further questions at this time, Mr. Brennan. I turn the call back over to you.

Bill Brennan
CEO, Credo

Well, I appreciate everybody getting on the call. We're excited about the opportunity in front of us, and we look forward to updating you further on our progress in the near future.

Operator

This concludes today's conference call. You may now disconnect.

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