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FN Form 4: Archer PSU vesting certified; 5,083 shares withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Fabrinet (FN) insider report: Edward T. Archer, Executive Vice President, Sales & Marketing, reported share activity dated 08/12/2025. 4,719 ordinary shares were acquired upon vesting of performance-based restricted stock units that vested after the Compensation Committee certified that pre-established performance targets were exceeded. A separate withholding of 5,083 shares occurred to cover the reporting person’s tax liability related to the PSU vesting. After these transactions, Mr. Archer beneficially owned 12,688 shares (following the taxable withholding) or 17,771 shares (if counting the shares before the taxable disposition), per the Form 4 disclosure.

Positive

  • PSUs vested after Compensation Committee certification, indicating the executive met pre-established performance targets
  • Clear disclosure of share issuance and tax-withholding consistent with Section 16 reporting requirements

Negative

  • None.

Insights

TL;DR: Routine executive PSU vesting with tax-withholding; signals achievement of company-set performance targets but is not a market-moving event alone.

The Form 4 discloses the vesting of performance-based restricted share units for an executive officer after the Compensation Committee certified that targets were met on 08/12/2025. The disclosure shows two related non-cash events: share issuance (4,719 shares) and a withholding disposition (5,083 shares) to satisfy tax obligations. This is a compensation realization event rather than an open-market buy or sale; it reflects internal performance metrics being achieved but does not by itself change company capital structure materially.

TL;DR: Disclosure aligns with Section 16 reporting norms; shows compensation plan functioning as intended.

The filing is a standard Section 16 Form 4 reporting PSU vesting and tax withholding for an officer who is also a director. It documents that governance processes (Compensation Committee certification) occurred before vesting. The withheld shares to cover taxes are a common administrative step and are clearly explained in the form. No additional governance concerns or unusual transactions are disclosed in this filing.

Insider Archer Edward T.
Role EVP, Sales & Marketing
Type Security Shares Price Value
Grant/Award Ordinary Shares 4,719 $0.00 --
Grant/Award Ordinary Shares 4,719 $0.00 --
Tax Withholding Ordinary Shares 5,083 $348.33 $1.77M
Holdings After Transaction: Ordinary Shares — 13,052 shares (Direct)
Footnotes (1)
  1. This number represents shares acquired upon vesting of performance-based restricted share units ("PSUs") granted on August 24, 2023, as a result of exceeding pre-established performance targets that were certified by the Compensation Committee of the Issuer on August 12, 2025. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of PSUs.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Archer Edward T.
(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)
EVP, Sales & Marketing
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025
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 08/12/2025 A 4,719(1) A $0 13,052 D
Ordinary Shares 08/12/2025 A 4,719(1) A $0 17,771 D
Ordinary Shares 08/12/2025 F 5,083(2) D $348.33 12,688 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. This number represents shares acquired upon vesting of performance-based restricted share units ("PSUs") granted on August 24, 2023, as a result of exceeding pre-established performance targets that were certified by the Compensation Committee of the Issuer on August 12, 2025.
2. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of PSUs.
Andrew Chew, Attorney-in-fact for Edward T. Archer 08/14/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Fabrinet insider Edward T. Archer report on Form 4 (FN)?

He reported the vesting of 4,719 ordinary shares from performance-based restricted stock units on 08/12/2025 and a withholding of 5,083 shares to cover taxes.

Why were shares withheld in the Form 4 for FN?

5,083 shares were withheld to satisfy the reporting person’s tax liability arising from the vesting of PSUs, as stated in the filing.

How many shares does Edward T. Archer beneficially own after the reported transactions?

12,688 shares beneficially owned following the tax-withholding disposition (the filing also reports 17,771 when counting pre-withholding holdings).

Did the Form 4 indicate any open-market purchases or sales by the insider for FN?

No. The transactions reported are the issuance of vested PSUs and share withholding for taxes, not open-market trades.

When were the performance targets for the PSUs certified?

The Compensation Committee certified the pre-established performance targets on 08/12/2025, triggering the PSU vesting per the explanation in the filing.