FN Insider Harpal Gill Withholds 2,001 Shares to Cover RSU Tax Liability

Rhea-AI Filing Summary

Harpal Gill, President & COO and Director of Fabrinet (FN), reported disposition of shares withheld to cover taxes on vested restricted share units. The Form 4 shows two withholding events: 1,165 shares were surrendered on 08/22/2025 and 1,836 shares on 08/24/2025, both at a price of $294.35 per share. Following the transactions the reporting person’s direct beneficial ownership declined from 30,022 shares to 28,186 shares. The filing identifies the dispositions as tax-withholding for RSU vesting rather than open-market sales.

Positive

• Disclosure clarifies that the sales were tax-withholding from vested RSUs, reducing ambiguity about the nature of the dispositions
• Reporting person retains meaningful ownership after the withholdings (28,186 shares), maintaining alignment with shareholders

Negative

• Total direct holdings decreased by 1,836 + 1,165 = 2, ...001 shares, reducing the officer's absolute stake
• Transactions occurred at market price ($294.35), meaning the officer realized value rather than retaining all vested shares

Insights

Corporate Governance Expert

TL;DR: Officer sold shares solely to satisfy tax withholding on vested RSUs; not an opportunistic open-market sale.

The disclosure explicitly states the shares were withheld to cover tax liability tied to RSU vesting, which is a routine, non-discretionary event. As President & COO and a director, the reporting person maintains substantial residual holdings (28,186 shares), indicating continued alignment with shareholders. No derivative or additional transactions are reported, and the transactions do not change board composition or control.

Securities/Transactions Analyst

TL;DR: Two small withholding dispositions reduced direct holdings; transaction prices were identical and consistent with RSU tax withholding.

The Form 4 records two dispositions totaling 2, ...001 (1,165+1,836) shares at $294.35 each. These were executed as withholdings tied to vesting events, which typically have limited signaling value regarding insider views on valuation. The reduction from 30,022 to 28,186 shares is modest in absolute terms; absent other concurrent transactions, this filing is unlikely to be material to FN’s valuation.

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

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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)
08/22/2025

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	08/22/2025		F		1,165(1)	D	$294.35	30,022	D
Ordinary Shares	08/24/2025		F		1,836(1)	D	$294.35	28,186	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	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The Form 4 reports that Harpal Gill had 1,165 shares withheld on 08/22/2025 and 1,836 shares withheld on 08/24/2025 at $294.35 per share to cover taxes from RSU vesting.

Why were the shares disposed of according to the filing?

The filing states the shares were withheld to cover the reporting person’s tax liability in connection with the vesting of restricted share units (RSUs).

How many Fabrinet shares does Harpal Gill own after these transactions?

After the reported withholdings, Harpal Gill beneficially owned 28,186 ordinary shares directly.

Were any derivative transactions reported by Harpal Gill?

No derivative transactions are reported in Table II; only non-derivative ordinary share withholdings are disclosed.

Does this Form 4 indicate any change in Harpal Gill’s role at Fabrinet?

No. The filing lists Harpal Gill’s relationship to the issuer as President & COO and Director; no role changes are disclosed.