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FN Form 4: CFO Csaba Sverha PSU Vesting and 1,926 Shares Withheld for Taxes

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

Rhea-AI Filing Summary

Csaba Sverha, Chief Financial Officer of Fabrinet (FN), reported stock activity tied to performance-based awards. On 08/12/2025, PSUs granted August 24, 2023 vested after the Compensation Committee certified that pre-established performance targets were exceeded, resulting in 5,663 shares reported as acquired (per the filing). The filing also shows 1,926 shares were withheld to cover the reporting persons tax liability in connection with the PSU vesting, recorded as a disposition at a price of $348.33. Following the transactions, the filing lists beneficial ownership positions reported as 25,010, 30,673 and 28,747 shares in the table rows associated with those entries. The form was signed by Andrew Chew as attorney-in-fact on 08/14/2025.

Positive

  • Performance targets were exceeded, leading to vesting of PSUs as certified by the Compensation Committee on 08/12/2025.
  • 5,663 shares were delivered to the reporting person upon vesting, reflecting compensation tied to measured performance.

Negative

  • 1,926 shares were withheld to cover tax liability in connection with the PSU vesting, reducing net shares received.
  • Form 4 provides no percentage ownership or context relative to total outstanding shares, limiting assessment of ownership impact from this filing alone.

Insights

TL;DR: Insider received PSUs that vested after performance targets were met; a portion was withheld for taxes.

The filing documents routine compensation settlement rather than an open-market purchase or sale. The Certification by the Compensation Committee resulted in the vesting of PSUs granted in August 2023, producing 5,663 shares delivered to the reporting person and 1,926 shares withheld for tax obligations at a reported price of $348.33. This transaction reflects executive compensation realization tied to pre-established performance metrics. The reported post-transaction beneficial ownership figures are included on the form but the filing does not present additional context such as total outstanding shares or percentage ownership, so investor impact should be interpreted strictly as an insider compensation event.

TL;DR: The Compensation Committee certified performance results leading to PSU vesting; reporting follows Section 16 requirements.

The Form 4 shows compliance with disclosure rules for changes in beneficial ownership following the certification of performance targets by the issuers Compensation Committee on 08/12/2025. It discloses both the shares issued upon vesting and the shares withheld to satisfy tax liabilities, with an attorney-in-fact signature on 08/14/2025. From a governance perspective, the filing provides transparent attribution of the vesting event to committee certification and documents the tax withholding amount; no departures, grants beyond the August 2023 PSU award, or other governance actions are recorded in this form.

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*
Sverha Csaba

(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)
Chief Financial Officer
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 5,663(1) A $0 25,010 D
Ordinary Shares 08/12/2025 A 5,663(1) A $0 30,673 D
Ordinary Shares 08/12/2025 F 1,926(2) D $348.33 28,747 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 Csaba Sverha 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.

FAQ

What did Fabrinet CFO Csaba Sverha report on Form 4 (FN)?

The filing reports the vesting of PSUs certified on 08/12/2025, resulting in 5,663 shares acquired and 1,926 shares withheld for taxes.

Why were shares withheld in the Form 4 for FN?

The filing states 1,926 shares were withheld to cover the reporting persons tax liability related to PSU vesting.

What price is reported for the tax-withheld shares in the Fabrinet filing?

The withheld shares are reported with a transaction at a price of $348.33.

When were the PSUs originally granted that vested in this Form 4?

The PSUs were granted on August 24, 2023, and their vesting was certified on 08/12/2025 according to the filing.

Who signed the Form 4 for Csaba Sverha?

The form was signed by Andrew Chew, Attorney-in-fact for Csaba Sverha on 08/14/2025.
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