FN Form 4: Harpal Gill Withholds 2,563 Shares to Cover Taxes

Rhea-AI Filing Summary

Fabrinet director and President & COO Harpal Gill reported a Form 4 disclosing a sale of 2,563 ordinary shares on 08/18/2025 at a price of $327.12 per share. Following the transaction, Mr. Gill beneficially owned 24,942 shares directly. The filing states the 2,563 shares were withheld to cover the reporting person’s tax liability related to the vesting of restricted share units, indicating the disposition was to satisfy withholding rather than an open-market cash-sale decision. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Transparent disclosure of the transaction date, price, and the reason (tax withholding for RSU vesting)
• Continued significant direct ownership with 24,942 ordinary shares remaining after the withholding

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer sold 2,563 shares via tax-withholding at $327.12, leaving 24,942 shares beneficially owned; impact appears routine and non-material.

The transaction is explicitly identified as tax-withholding from the vesting of restricted share units rather than an active liquidity event. The sale size (2,563 shares) should be evaluated relative to total holdings and typical insider activity, but the filing shows the remaining direct beneficial ownership is 24,942 shares. There is no indication of additional derivative transactions or changes in ownership form. For investors, this disclosure documents routine compensation-related withholding and does not, on its face, change control or signaling materially.

Corporate Governance Expert

TL;DR: Reported disposition is a prescribed withholding action tied to equity compensation vesting; governance implications are limited.

The Form 4 clearly states the shares were withheld to satisfy tax obligations from RSU vesting, which is a common administrative practice and consistent with typical executive compensation mechanics. The reporting person remains a substantial direct holder with 24,942 shares. No amendments, derivative instruments, or new beneficial ownership structures are reported, and the filing was executed by an attorney-in-fact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gill Harpal

(Last) (First) (Middle)

C/O FABRINET USA, INC.

3736 FALLON ROAD #428

(Street)

DUBLIN CA 94568

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fabrinet [ FN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & COO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/18/2025		F		2,563(1)	D	$327.12	24,942	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of Restricted Share Units.

	Andrew Chew, Attorney-in-fact for Harpal Gill	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Fabrinet insider Harpal Gill report on Form 4 (FN)?

The filing reports disposal of 2,563 ordinary shares on 08/18/2025 at $327.12 per share, leaving 24,942 shares beneficially owned.

Why were the 2,563 shares sold according to the Form 4?

The Form 4 states the shares were withheld to cover the reporting person’s tax liability in connection with the vesting of restricted share units.

Was the Form 4 for Harpal Gill filed jointly or by one reporting person?

The filing indicates it was a Form filed by One Reporting Person and signed by an attorney-in-fact on 08/20/2025.

Did the Form 4 report any derivative securities or other transactions?

No derivative securities or additional transactions are reported in Table II; only a non-derivative disposition of ordinary shares is listed.

What position does Harpal Gill hold at Fabrinet as disclosed on the form?

The filing identifies Harpal Gill as a Director and as President & COO of Fabrinet.