0001408710FALSE00014087102026-08-112026-08-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
August 11, 2026
______________________
Fabrinet
(Exact name of registrant as specified in its charter)
______________________
| | | | | | | | |
| Cayman Islands | 001-34775 | 98-1228572 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
c/o Walkers Corporate Ltd.
190 Elgin Avenue, George Town
Grand Cayman
KY1-9008
Cayman Islands
(Address of principal executive offices, including zip code)
+66 2-524-9600
(Registrant’s telephone number, including area code)
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, $0.01 par value | | FN | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 Entry Into a Material Definitive Agreement.
On August 17, 2026, Fabrinet Co., Ltd., a private limited company incorporated and existing under the laws of Thailand (the “Borrower”), and Bank of Ayudhya Public Company Limited (the “Bank”) entered into an amendment (the “Amendment Agreement”) to the Credit Facility Agreement, dated as of August 20, 2019, by and between the Borrower and the Bank (as amended, the “Facility Agreement”), to (1) increase the facility to THB 2.61 billion (approximately $78.3 million based on the applicable exchange rate as of August 17, 2026) and $100.0 million and (2) extend the drawdown period of the facility to August 20, 2044. The Borrower is a wholly-owned subsidiary of Fabrinet (“Fabrinet” or the “Company”).
On August 17, 2026, the Borrower and the Bank also entered into a term loan agreement (the “Term Loan Agreement”) pursuant to which the Borrower borrowed a term loan in the original principal amount of THB 2.50 billion (approximately $75.0 million based on the applicable exchange rate as of August 17, 2026) under the Facility Agreement (the “Term Loan”). The Term Loan is guaranteed by the Company. The proceeds of the Term Loan, together with cash on hand, were used to support the Company’s capital expenditures.
The Term Loan Agreement contains affirmative and negative covenants applicable to the Borrower, including delivery of financial statements and other information, compliance with laws, and restrictions on granting security interests or liens on its assets, disposing of its assets, incurring indebtedness and making acquisitions. The events of default in the Term Loan Agreement include failure to pay amounts due under the Term Loan Agreement or the related finance documents when due, failure to comply with the covenants under the Term Loan Agreement or the related finance documents, cross default with other indebtedness of the Borrower, events of bankruptcy or insolvency in respect of the Borrower, and the occurrence of any event or series of events that in the opinion of the Bank has or is reasonably likely to have a material adverse effect.
The foregoing description is qualified in its entirety by reference to the Amendment Agreement and Term Loan Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and are incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On August 17, 2026, Fabrinet issued a press release regarding its financial results for its fiscal quarter and year ended June 26, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 2.02 and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fiscal 2027 Executive Incentive Plan
On August 11, 2026, the Compensation Committee (the “Compensation Committee”) of the board of directors of Fabrinet adopted an executive incentive plan (the “Cash Bonus Plan”) for the Company’s fiscal year ending June 25, 2027 (“fiscal 2027”). The Cash Bonus Plan is an incentive program designed to motivate participants to achieve the Company’s financial objectives, and to reward them for their achievements when those objectives are met. All of the Company’s executive officers pursuant to Section 16 of the Exchange Act are eligible to participate in the Cash Bonus Plan (individually, a “Participant,” and collectively, the “Participants”). The Cash Bonus Plan provides for target and maximum bonus amounts as set forth in the table below. The maximum bonus that a Participant may receive under the Cash Bonus Plan is 120% of such Participant’s target bonus.
| | | | | | | | | | | | | | |
| Name | | Fiscal 2027 Target Bonus | | Fiscal 2027 Maximum Bonus |
| Seamus Grady | | $2,625,000 | | $3,150,000 |
| Dr. Harpal Gill | | $1,560,000 | | $1,872,000 |
| Csaba Sverha | | THB 29,446,647 | | THB 35,335,976 |
| Edward Archer | | $510,000 | | $612,000 |
The amount of bonus actually paid to a Participant under the Cash Bonus Plan will be based 50% on the extent of achievement of a fiscal 2027 revenue metric and 50% on the extent of achievement of a fiscal 2027 non-GAAP operating margin metric. As achievement of each financial metric is considered independently from the other, the Company must meet a threshold for each metric in order for a Participant to receive any credit for that metric. If the Company achieves 100% of a target financial metric, bonuses would be paid out at 100% of the target amount with respect to that financial metric component. If the Company achieves 105% or more of a target financial metric, bonuses would be paid out at 120% of the target amount (which is the maximum) with respect to that financial metric component. Achievement of the revenue or non-GAAP operating margin metric for fiscal 2027 at a level between 100% and 105% of the target metric will result in a bonus amount for the applicable metric that is scaled from 100% to 120% of the target amount in a linear fashion. Achievement of the revenue or non-GAAP operating margin metric for fiscal 2027 at a level between 90% and 100% of the target metric will result in a bonus amount for the applicable metric that is scaled from 20% to 100% of the target amount in a linear fashion.
Fiscal 2027 Salaries
On August 11, 2026, the Compensation Committee approved an increase to the annual base salaries of the Company’s named executive officers set forth below, effective as of June 27, 2026, the first day of fiscal 2027.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Title | | Previous Annual Base Salary | | Fiscal 2027 Annual Base Salary | | Change |
| Seamus Grady | | Chief Executive Officer | | $1,380,000 | | $1,500,000 | | 8.7% |
| Dr. Harpal Gill | | President and Chief Operating Officer | | $1,125,000 | | $1,200,000 | | 6.7% |
| Csaba Sverha | | Executive Vice President, Chief Financial Officer | | THB 24,380,400 | | THB 26,769,679 | | 9.8% |
| Edward Archer | | Executive Vice President, Sales & Marketing | | $540,000 | | $600,000 | | 11.1% |
Equity Award Grants
On August 11, 2026, the Compensation Committee approved the grant, effective as of August 20, 2026 (the “Grant Date”), of the following dollar values of restricted share units (“RSUs”), performance share units (“PSUs”) and “stretch” PSUs (“Stretch PSUs”), rounded up to the nearest whole share, to the Company’s named executive officers as a component of their fiscal 2027 compensation:
| | | | | | | | | | | | | | | | | | | | |
| Name | | Grant Date Value of RSUs | | Grant Date Value of PSUs | | Grant Date Value of “Stretch” PSUs |
| Seamus Grady | | $10,000,000 | | $10,000,000 | | $10,000,000 |
| Dr. Harpal Gill | | $1,900,000 | | $1,900,000 | | $1,900,000 |
| Csaba Sverha | | $1,200,000 | | $1,200,000 | | $1,200,000 |
| Edward Archer | | $900,000 | | $900,000 | | $900,000 |
The grants will be made under the Company’s 2020 Equity Incentive Plan. The RSUs will be scheduled to vest in equal annual installments over a period of three years on each anniversary of the Grant Date, subject to the individual’s continued service with the Company through each such vesting date.
The PSUs will vest, if at all, following a 2-year performance period, on the date the Compensation Committee certifies achievement of the performance criteria set forth below, subject to the individual’s continued service with the Company through such vesting date. Vesting of the PSUs will be based 50% on achievement of a cumulative fiscal 2027 and fiscal 2028 revenue goal (the “PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2027 and fiscal 2028 non-GAAP operating margin goal (the “PSU Operating Margin Target”). As achievement of each financial goal is considered independently from the other, the Company must meet a threshold for each goal in order for an individual to receive any credit for that goal. If the Company achieves 100% or more of a target financial goal, the PSUs will vest as to 100% of the PSUs allocated to that financial goal. Achievement of the PSU Revenue Target or the PSU Operating Margin Target at a level between 90% and 100% will result in a number of shares vesting for the applicable goal that is scaled from 20% to 100% of the PSUs allocated to that goal in a linear fashion.
The Stretch PSUs will vest, if at all, following a 2-year performance period, on the date the Compensation Committee certifies achievement of the performance criteria set forth below, subject to the individual’s continued service with the Company through such vesting date. Vesting of the Stretch PSUs will be based 50% on achievement of a cumulative fiscal 2027 and fiscal 2028 revenue goal that is 5% higher than the PSU Revenue Target (the “Stretch PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2027 and fiscal 2028 non-GAAP operating margin goal that is 5% higher than the PSU Operating Margin Target (the “Stretch PSU Operating Margin Target”). As achievement of each financial goal is considered independently from the other, the Company must meet a threshold for each goal in order for an individual to receive any credit for that goal. The Company must exceed the PSU Revenue Target or the PSU Operating Margin Target in order for any of the Stretch PSUs to vest. If the Company achieves 100% or more of a target financial goal, the Stretch PSUs will vest as to 100% of the PSUs allocated to that financial goal. Achievement of the Stretch PSU Revenue Target at a level between its threshold PSU Revenue Target and 100% will result in a number of shares vesting for that goal that is scaled from 0% to 100% of the PSUs allocated to that goal in a linear fashion. Achievement of the Stretch PSU Operating Margin Target at a level between its threshold PSU Operating Margin Target and 100% will result in a number of shares vesting for that goal that is scaled from 0% to 100% of the PSUs allocated to that goal in a linear fashion.
In the event of a change in control of Fabrinet, the awards of PSUs and Stretch PSUs described above that are then outstanding will be treated as follows. To the extent that the performance period has not yet been completed as of the change in control, (1) the performance period for any Company revenue goals will be shortened to end shortly before the change in control and achievement of revenue will be measured based on goals that are prorated for the shortened performance period, and (2) the performance period for any Company operating margin goals will be deemed to be the last four consecutive fiscal quarters of the Company completed before the change in control. Any PSUs for which such applicable goal is deemed achieved will be scheduled to vest subject to the individual’s continued service with Fabrinet through the last date of the award’s original performance period, and will be treated as a time-based award that may be eligible for certain vesting acceleration upon a qualifying termination during a specified change in control period.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 10.1 | | Amendment Agreement (No. 2) to Credit Facility Agreement, dated as of August 17, 2026, by and between Fabrinet Co., Ltd. and Bank of Ayudhya Public Company Limited |
| 10.2 | | Loan Agreement, dated as of August 17, 2026, by and between Fabrinet Co., Ltd. and Bank of Ayudhya Public Company Limited |
| 99.1 | | Press release dated August 17, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | FABRINET |
| | |
| By: | /s/ CSABA SVERHA |
| | Csaba Sverha |
| | Executive Vice President, Chief Financial Officer |
| | |
Date: August 17, 2026 | | |
Exhibit 99.1
Fabrinet Announces Fourth Quarter and Fiscal Year 2026 Financial Results
•Record Fourth Quarter Revenue Exceeds Guidance Range
•Record Fiscal Year 2026 Revenue Increases 36% Year-over-year
BANGKOK, Thailand – August 17, 2026 – Fabrinet (NYSE: FN), a leading provider of advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers of complex products, today announced its financial results for its fourth quarter and fiscal year ended June 26, 2026.
Seamus Grady, Chief Executive Officer of Fabrinet, said, “Our fourth quarter was exceptional, capping off a remarkable year of accelerating growth and strong momentum. We achieved record quarterly revenue of $1.316 billion, exceeding our guidance range, and increasing 45% from a year ago. Through excellent execution, our non-GAAP EPS grew even faster, and also reached a new all-time high. For the full fiscal year, revenue increased 36% to $4.6 billion. As we look to fiscal year 2027, we remain very optimistic about the strength of our business and durability in the growth trends we are seeing, as multiple, significant growth drivers across our business contribute to our success.”
Fourth Quarter Fiscal Year 2026 Financial Highlights
GAAP Results
•Revenue for the fourth quarter of fiscal year 2026 was $1,315.8 million, compared to $909.7 million for the fourth quarter of fiscal year 2025.
•GAAP net income for the fourth quarter of fiscal year 2026 was $139.3 million, compared to $87.2 million for the fourth quarter of fiscal year 2025.
•GAAP net income per diluted share for the fourth quarter of fiscal year 2026 was $3.83, compared to $2.42 for the fourth quarter of fiscal year 2025.
Non-GAAP Results
•Non-GAAP net income for the fourth quarter of fiscal year 2026 was $149.1 million, compared to $95.6 million for the fourth quarter of fiscal year 2025.
•Non-GAAP net income per diluted share for the fourth quarter of fiscal year 2026 was $4.10, compared to $2.65 for the fourth quarter of fiscal year 2025.
Fiscal Year 2026 Financial Highlights
GAAP Results
•Revenue for fiscal year 2026 was $4.64 billion, compared to $3.42 billion for fiscal year 2025.
•GAAP net income for fiscal year 2026 was $473.0 million, compared to $332.5 million for fiscal year 2025.
•GAAP net income per diluted share for fiscal year 2026 was $13.05, compared to $9.17 for fiscal year 2025.
Non-GAAP Results
•Non-GAAP net income for fiscal year 2026 was $510.9 million, compared to $368.8 million for fiscal year 2025.
•Non-GAAP net income per diluted share for fiscal year 2026 was $14.09, compared to $10.17 for fiscal year 2025.
Business Outlook
Based on information available as of August 17, 2026, Fabrinet is issuing guidance for its first fiscal quarter ending September 25, 2026, as follows:
•Fabrinet expects first quarter revenue to be in the range of $1.375 billion to $1.425 billion.
•GAAP net income per diluted share is expected to be in the range of $3.39 to $3.54, based on approximately 36.3 million fully diluted shares outstanding.
•Non-GAAP net income per diluted share is expected to be in the range of $4.10 to $4.25, based on approximately 36.3 million fully diluted shares outstanding.
Guidance for non-GAAP net income per diluted share excludes share-based compensation expenses and certain non-recurring items. A reconciliation of non-GAAP net income per diluted share to the corresponding GAAP measure is available at the end of this press release.
Conference Call Information
| | | | | | | | |
| What: | | Fabrinet Fourth Quarter Fiscal Year 2026 Financial Results Call |
| When: | | August 17, 2026 |
| Time: | | 5:00 p.m. ET |
| Live Call and Replay: | | https://investor.fabrinet.com/events-and-presentations/events |
A recorded version of this webcast will be available approximately two hours after the call and accessible at http://investor.fabrinet.com. The webcast will be archived on Fabrinet’s website for a period of one year.
About Fabrinet
Fabrinet is a leading provider of advanced optical packaging and precision optical, electro-mechanical, and electronic manufacturing services to original equipment manufacturers of complex products, such as optical communication components, modules and subsystems, automotive components, medical devices, industrial lasers and sensors. Fabrinet offers a broad range of advanced optical and electro-mechanical capabilities across the entire manufacturing process, including process design and engineering, supply chain management, manufacturing, advanced packaging, integration, final assembly and testing. Fabrinet focuses on production of high complexity products in any mix and any volume. Fabrinet maintains engineering and manufacturing resources and facilities in Thailand, the United States of America, the People’s Republic of China, and Israel. For more information visit: www.fabrinet.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include (1) our optimism about the strength of our business and durability in the growth trends we are seeing, and (2) all of the statements under the “Business Outlook” section regarding our expected revenue, GAAP and non-GAAP net income per share, and fully diluted shares outstanding for the first quarter of fiscal year 2027. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in general economic conditions, either globally or in our markets, and the risk of recession or an economic downturn; disruption to our supply chain, which could increase our costs and affect our ability to procure parts and materials; less customer demand for our products and services than forecasted; less growth in the data center, communications infrastructure, and automotive, industrial and other markets than we forecast; difficulties expanding into additional markets, such as the semiconductor processing, biotechnology, metrology and materials processing markets; increased competition in the optical manufacturing services markets; difficulties in delivering products and services that compete effectively from a price and performance perspective; our reliance on a small number of customers and suppliers; difficulties in managing our operating costs; difficulties in managing and operating our business across multiple countries (including Thailand, the People’s Republic of China, Israel and the U.S.); and other important factors as described in reports and documents we file from time to time with the Securities and Exchange Commission (SEC), including the factors described under the section captioned “Risk Factors” in our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with GAAP, we provide investors with certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. We believe these non-GAAP financial measures provide investors with useful supplemental information to: (1) measure company performance against historical results, (2) facilitate comparisons to our competitors’ operating results, and (3) allow greater transparency with respect to information used by management in making financial and operational decisions. In addition, we use some of these non-GAAP financial measures to measure company performance for the purposes of determining employee incentive plan compensation.
Non-GAAP gross profit, non-GAAP operating profit, non-GAAP net income and non-GAAP net income per diluted share exclude: share-based compensation expenses; severance payment and others; restructuring and other related costs; legal and litigation costs; non-marketable equity securities revaluation; and charges arising from the implementation or application of the OECD Pillar Two global minimum tax framework, including charges resulting from changes in implementing regulations, administrative guidance or related governmental measures. We have excluded these items in order to enhance investors’ understanding of our underlying operations.
Non-GAAP free cash flow is net cash provided by (used in) operating activities, minus capital expenditures (purchase of property, plant and equipment). We use free cash flow to measure our ability to generate additional cash from our business operations.
There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We urge you to review the reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Investor Contact:
Garo Toomajanian
ir@fabrinet.com
FABRINET
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| (in thousands of U.S. dollars, except share data and par value) | June 26,
2026 | | June 27,
2025 |
| (unaudited) | | |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 346,711 | | | $ | 306,425 | |
| | | |
| Short-term investments | 528,344 | | | 627,819 | |
Trade accounts receivable, net of allowance for expected credit losses of $1,050 and $1,344, respectively | 1,017,933 | | | 758,894 | |
| | | |
| Inventories | 1,021,235 | | | 581,015 | |
| Prepaid expenses | 49,915 | | | 38,476 | |
| Other current assets | 195,571 | | | 116,210 | |
| Total current assets | 3,159,709 | | | 2,428,839 | |
| Non-current assets | | | |
| Long-term restricted cash | 704 | | | — | |
| Property, plant and equipment, net | 615,067 | | | 380,640 | |
| Intangibles, net | 2,458 | | | 2,156 | |
| Operating right-of-use assets | 3,974 | | | 5,768 | |
| Deferred tax assets | 19,229 | | | 13,406 | |
| Non-marketable equity securities | 89,103 | | | — | |
| Other non-current assets | 20,717 | | | 623 | |
| Total non-current assets | 751,252 | | | 402,593 | |
| Total Assets | $ | 3,910,961 | | | $ | 2,831,432 | |
| Liabilities and Shareholders’ Equity | | | |
| Current liabilities | | | |
| | | |
| Trade accounts payable | 1,005,761 | | | 637,417 | |
| Fixed assets payable | 86,018 | | | 40,781 | |
| | | |
| | | |
| Operating lease liabilities, current portion | 1,189 | | | 1,792 | |
| Income tax payable | 63,469 | | | 7,939 | |
| Accrued payroll, bonus and related expenses | 29,850 | | | 24,566 | |
| Accrued expenses | 56,549 | | | 30,630 | |
| Severance liabilities, current portion | 2,319 | | | — | |
| Other payables | 157,470 | | | 66,717 | |
| Total current liabilities | 1,402,625 | | | 809,842 | |
| Non-current liabilities | | | |
| | | |
| Deferred tax liability | 1,654 | | | 1,595 | |
| | | |
| Operating lease liabilities, non-current portion | 2,824 | | | 3,679 | |
| Severance liabilities, non-current portion | 31,776 | | | 31,225 | |
| Other non-current liabilities | 17,826 | | | 3,279 | |
| Total non-current liabilities | 54,080 | | | 39,778 | |
| Total Liabilities | 1,456,705 | | | 849,620 | |
| | | |
| Shareholders’ equity | | | |
| Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of June 26, 2026 and June 27, 2025) | — | | | — | |
| Ordinary shares (500,000,000 shares authorized, $0.01 par value; 39,722,708 shares and 39,602,152 shares issued as of June 26, 2026 and June 27, 2025, respectively; and 35,834,864 shares and 35,728,074 shares outstanding as of June 26, 2026 and June 27, 2025, respectively) | 397 | | | 396 | |
| Additional paid-in capital | 251,854 | | | 237,881 | |
| Less: Treasury shares (3,887,844 shares and 3,874,078 shares as of June 26, 2026 and June 27, 2025, respectively) | (365,287) | | | (360,056) | |
| Accumulated other comprehensive income (loss) | 968 | | | 10,294 | |
| Retained earnings | 2,566,324 | | | 2,093,297 | |
| Total Shareholders’ Equity | 2,454,256 | | | 1,981,812 | |
| Total Liabilities and Shareholders’ Equity | $ | 3,910,961 | | | $ | 2,831,432 | |
FABRINET
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| (in thousands of U.S. dollars, except per share data) | June 26,
2026 | | June 27,
2025 | | June 26,
2026 | | June 27,
2025 |
| (unaudited) | | (unaudited) | | (unaudited) | | |
| Revenues | $ | 1,315,788 | | | $ | 909,692 | | | $ | 4,641,097 | | | $ | 3,419,327 | |
| Cost of revenues | (1,157,737) | | | (798,401) | | | (4,084,586) | | | (3,005,978) | |
| Gross profit | 158,051 | | | 111,291 | | | 556,511 | | | 413,349 | |
| Selling, general and administrative expenses | (23,685) | | | (22,166) | | | (93,507) | | | (87,466) | |
| Restructuring and other related costs | (117) | | | (69) | | | (117) | | | (1,436) | |
| Operating income | 134,249 | | | 89,056 | | | 462,887 | | | 324,447 | |
| Interest income | 7,025 | | | 7,770 | | | 32,418 | | | 40,162 | |
| Interest expense | (84) | | | — | | | (84) | | | — | |
| Foreign exchange gain (loss), net | 1,151 | | | (3,523) | | | 2,866 | | | (9,251) | |
| Other income (expense), net | 57,377 | | | (67) | | | 57,026 | | | (178) | |
| Income before income taxes | 199,718 | | | 93,236 | | | 555,113 | | | 355,180 | |
| Income tax expense | (60,458) | | | (6,029) | | | (82,086) | | | (22,653) | |
| Net income | 139,260 | | | 87,207 | | | 473,027 | | | 332,527 | |
| Other comprehensive income (loss), net of tax: | | | | | | | |
| Change in net unrealized gain (loss) on available-for-sale securities | (1,793) | | | 246 | | | (3,118) | | | 9,893 | |
| Change in net unrealized gain (loss) on derivative instruments | 3,288 | | | 1,407 | | | (6,094) | | | 2,314 | |
| | | | | | | |
| Change in foreign currency translation adjustment | (26) | | | 92 | | | (114) | | | 1,228 | |
| Total other comprehensive income (loss), net of tax | 1,469 | | | 1,745 | | | (9,326) | | | 13,435 | |
| Net comprehensive income | $ | 140,729 | | | $ | 88,952 | | | $ | 463,701 | | | $ | 345,962 | |
| Earnings per share | | | | | | | |
| Basic | $ | 3.89 | | | $ | 2.44 | | | $ | 13.21 | | | $ | 9.23 | |
| Diluted | $ | 3.83 | | | $ | 2.42 | | | $ | 13.05 | | | $ | 9.17 | |
| Weighted-average number of ordinary shares outstanding (in thousands of shares) | | | | | | | |
| Basic | 35,833 | | | 35,788 | | | 35,815 | | | 36,017 | |
| Diluted | 36,358 | | | 36,084 | | | 36,252 | | | 36,267 | |
FABRINET
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | |
| Year Ended |
| (in thousands of U.S. dollars) | June 26,
2026 | | June 27,
2025 |
| (unaudited) | | |
| Cash flows from operating activities | | | |
| Net income | $ | 473,027 | | | $ | 332,527 | |
| Adjustments to reconcile net income to net cash provided by operating activities | | | |
| Depreciation and amortization | 68,371 | | | 53,433 | |
| | | |
| (Gain) loss on disposal of property, plant and equipment and intangibles | (693) | | | (70) | |
| | | |
| (Gain) loss on non-marketable equity securities | (56,743) | | | — | |
| Amortization of discount (premium) of short-term investments | (4,724) | | | (4,563) | |
| Inventory obsolescence impairment | 2,681 | | | — | |
| (Reversal of) allowance for expected credit losses | (294) | | | (285) | |
| Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts | 268 | | | 4,963 | |
| | | |
| | | |
| Share-based compensation | 34,630 | | | 33,004 | |
| Customer warrant | 4,800 | | | 4,109 | |
| Deferred income tax expense (benefit) | (5,107) | | | (5,726) | |
| Other non-cash expenses | 409 | | | 131 | |
| Changes in operating assets and liabilities | | | |
| Trade accounts receivable | (259,258) | | | (165,657) | |
| | | |
| Inventories | (442,901) | | | (117,809) | |
| Other current assets and non-current assets | (108,114) | | | (33,595) | |
| Trade accounts payable | 370,753 | | | 194,236 | |
| | | |
| Income tax payable | 55,530 | | | 4,029 | |
| Accrued expenses | 16,675 | | | 13,036 | |
| Other payables | 94,753 | | | 11,522 | |
| Severance liabilities | 3,743 | | | 3,799 | |
| Other current liabilities and non-current liabilities | 8,919 | | | 1,281 | |
| Net cash provided by operating activities | 256,725 | | | 328,365 | |
| Cash flows from investing activities | | | |
| Purchase of short-term investments | (276,207) | | | (444,149) | |
| Proceeds from sales of short-term investments | 12,000 | | | — | |
| Proceeds from maturities of short-term investments | 365,289 | | | 279,417 | |
| Purchases of non-marketable equity securities | (32,360) | | | — | |
| Purchase of property, plant and equipment | (252,503) | | | (121,078) | |
| Purchase of intangibles | (1,181) | | | (738) | |
| Proceeds from disposal of property, plant and equipment | 1,387 | | | 252 | |
| Net cash used in investing activities | (183,575) | | | (286,296) | |
| Cash flows from financing activities | | | |
| | | |
| | | |
| Repurchase of ordinary shares | (5,231) | | | (125,733) | |
| Withholding tax related to net share settlement of restricted share units | (25,456) | | | (21,275) | |
| Net cash used in financing activities | (30,687) | | | (147,008) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 42,463 | | | $ | (104,939) | |
| Movement in cash, cash equivalents and restricted cash | | | |
| Cash, cash equivalents and restricted cash at the beginning of period | $ | 306,425 | | | $ | 409,973 | |
| Increase (decrease) in cash, cash equivalents and restricted cash | 42,463 | | | (104,939) | |
| Effect of exchange rate on cash, cash equivalents and restricted cash | (1,473) | | | 1,391 | |
| Cash, cash equivalents and restricted cash at the end of period | $ | 347,415 | | | $ | 306,425 | |
| | | |
| | | |
FABRINET
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
| | | | | | | | | | | |
| Supplemental disclosures | Year Ended |
| (in thousands of U.S. dollars) | June 26,
2026 | | June 27,
2025 |
| (unaudited) | | |
| Cash paid for | | | |
| | | |
| Taxes | $ | 29,405 | | | $ | 24,302 | |
| Cash received for interest | $ | 33,462 | | | $ | 33,718 | |
| Non-cash investing and financing activities | | | |
| Construction, software and equipment related payables | $ | 86,018 | | | $ | 40,781 | |
FABRINET
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES (UNAUDITED)
Reconciliation of GAAP Gross Profit and GAAP Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| (in thousands of U.S. dollars) | June 26,
2026 | | June 27,
2025 | | June 26,
2026 | | June 27,
2025 |
| Revenues | $ | 1,315,788 | | | | | $ | 909,692 | | | | | $ | 4,641,097 | | | | | $ | 3,419,327 | | | |
| | | | | | | | | | | | | | | |
| Gross profit (GAAP) | $ | 158,051 | | | 12.0 | % | | $ | 111,291 | | | 12.2 | % | | $ | 556,511 | | | 12.0 | % | | $ | 413,349 | | | 12.1 | % |
| Share-based compensation expenses | 2,765 | | | | | 2,573 | | | | | 11,459 | | | | | 10,456 | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Gross profit (Non-GAAP) | $ | 160,816 | | | 12.2 | % | | $ | 113,864 | | | 12.5 | % | | $ | 567,970 | | | 12.2 | % | | $ | 423,805 | | | 12.4 | % |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Reconciliation of GAAP Operating Profit and GAAP Operating Margin to Non-GAAP Operating Profit and Non-GAAP Operating Margin
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| (in thousands of U.S. dollars) | June 26,
2026 | | June 27,
2025 | | June 26,
2026 | | June 27,
2025 |
| Revenues | $ | 1,315,788 | | | | | $ | 909,692 | | | | | $ | 4,641,097 | | | | | $ | 3,419,327 | | | |
| | | | | | | | | | | | | | | |
| Operating profit (GAAP) | $ | 134,249 | | | 10.2 | % | | $ | 89,056 | | | 9.8 | % | | $ | 462,887 | | | 10.0 | % | | $ | 324,447 | | | 9.5 | % |
| Share-based compensation expenses | 8,261 | | | | | 8,101 | | | | | 34,630 | | | | | 33,004 | | | |
| | | | | | | | | | | | | | | |
| Severance payment and others | 424 | | | | | — | | | | | 1,109 | | | | | 748 | | | |
| Legal and litigation costs | 313 | | | | | 250 | | | | | 1,320 | | | | | 1,077 | | | |
| Restructuring and other related costs | 117 | | | | | 69 | | | | | 117 | | | | | 1,436 | | | |
| | | | | | | | | | | | | | | |
| Operating profit (Non-GAAP) | $ | 143,364 | | | 10.9 | % | | $ | 97,476 | | | 10.7 | % | | $ | 500,063 | | | 10.8 | % | | $ | 360,712 | | | 10.5 | % |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
FABRINET
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES (UNAUDITED)
Reconciliation of GAAP Net Income and EPS to Non-GAAP Net Income and EPS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| June 26,
2026 | | June 27,
2025 | | June 26,
2026 | | June 27,
2025 |
| (in thousands of U.S. dollars, except per share data) | Net income | | Diluted EPS | | Net income | | Diluted EPS | | Net income | | Diluted EPS | | Net income | | Diluted EPS |
| GAAP measures | $ | 139,260 | | | $ | 3.83 | | | $ | 87,207 | | | $ | 2.42 | | | $ | 473,027 | | | $ | 13.05 | | | $ | 332,527 | | | $ | 9.17 | |
| Items reconciling GAAP net income & EPS to non-GAAP net income & EPS: | | | | | | | | | | | | | | | |
| Related to cost of revenues: | | | | | | | | | | | | | | | |
| Share-based compensation expenses | 2,765 | | | 0.08 | | | 2,573 | | | 0.07 | | | 11,459 | | | 0.32 | | | 10,456 | | | 0.29 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total related to cost of revenues | 2,765 | | | 0.08 | | | 2,573 | | | 0.07 | | | 11,459 | | | 0.32 | | | 10,456 | | | 0.29 | |
| Related to selling, general and administrative expenses: | | | | | | | | | | | | | | | |
| Share-based compensation expenses | 5,496 | | | 0.15 | | | 5,528 | | | 0.15 | | | 23,171 | | | 0.64 | | | 22,548 | | | 0.62 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Legal and litigation costs | 313 | | | 0.01 | | | 250 | | | 0.01 | | | 1,320 | | | 0.03 | | | 1,077 | | | 0.03 | |
| Severance payment and others | 424 | | | 0.01 | | | — | | | — | | | 1,109 | | | 0.03 | | | 748 | | | 0.02 | |
| Total related to selling, general and administrative expenses | 6,233 | | | 0.17 | | | 5,778 | | | 0.16 | | | 25,600 | | | 0.70 | | | 24,373 | | | 0.67 | |
| Related to restructuring and other related costs: | | | | | | | | | | | | | | | |
| Restructuring and other related costs | 117 | | | 0.00 | | | 69 | | | 0.00 | | | 117 | | | 0.00 | | | 1,436 | | | 0.04 | |
| Total related to restructuring and other related costs | 117 | | | 0.00 | | | 69 | | | 0.00 | | | 117 | | | 0.00 | | | 1,436 | | | 0.04 | |
| Related to other income and expense: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Non-marketable equity securities revaluation | (56,743) | | | (1.56) | | | — | | | — | | | (56,743) | | | (1.56) | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total related to other income and expense | (56,743) | | | (1.56) | | | — | | | — | | | (56,743) | | | (1.56) | | | — | | | — | |
| Related to income tax (benefit) expense | | | | | | | | | | | | | | | |
| Tax provision related to Pillar Two | 57,447 | | | 1.58 | | | — | | | — | | | 57,447 | | | 1.58 | | | — | | | — | |
| Total related to income tax (benefit) expense | 57,447 | | | 1.58 | | | — | | | — | | | 57,447 | | | 1.58 | | | — | | | — | |
| Total related to net income & EPS | 9,819 | | | 0.27 | | | 8,420 | | | 0.23 | | | 37,880 | | | 1.04 | | | 36,265 | | | 1.00 | |
| | | | | | | | | | | | | | | |
| Non-GAAP measures | $ | 149,079 | | | $ | 4.10 | | | $ | 95,627 | | | $ | 2.65 | | | $ | 510,907 | | | $ | 14.09 | | | $ | 368,792 | | | $ | 10.17 | |
| Shares used in computing diluted net income per share (in thousands of shares) | | | | | | | | | | | | | | | |
| GAAP diluted shares | | | 36,358 | | | | | 36,084 | | | | | 36,252 | | | | | 36,267 | |
| Non-GAAP diluted shares | | | 36,358 | | | | | 36,084 | | | | | 36,252 | | | | | 36,267 | |
FABRINET
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands of U.S. dollars) | | Three Months Ended | | Year Ended |
| | June 26,
2026 | | June 27,
2025 | | June 26,
2026 | | June 27,
2025 |
| Net cash provided by operating activities | | $ | 54,967 | | | $ | 55,093 | | | $ | 256,725 | | | $ | 328,365 | |
| Less: Purchase of property, plant and equipment | | (91,869) | | | (50,410) | | | (252,503) | | | (121,078) | |
| Non-GAAP free cash flow | | $ | (36,902) | | | $ | 4,683 | | | $ | 4,222 | | | $ | 207,287 | |
FABRINET
GUIDANCE FOR QUARTER ENDING SEPTEMBER 25, 2026
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
| | | | | |
| Diluted EPS |
| GAAP net income per diluted share | $3.39 to $3.54 |
| Related to cost of revenues: | |
| Share-based compensation expenses | 0.12 |
| Total related to cost of revenues | 0.12 |
| Related to selling, general and administrative expenses: | |
| Share-based compensation expenses | 0.19 |
| |
| Total related to selling, general and administrative expenses | 0.19 |
| Related to income tax (benefit) expense: | |
| |
| Tax provision related to Pillar Two | 0.40 |
| Total related to income tax (benefit) expense | 0.40 |
| Total related to net income & EPS | 0.71 |
| Non-GAAP net income per diluted share | $4.10 to $4.25 |
