FN Form 4: CEO Seamus Grady PSUs Vest After Performance Certification

Q: What actions did Fabrinet (FN) CEO Seamus Grady report on Form 4?

The Form 4 reports vesting of PSUs resulting in acquisitions of 16,361 ordinary shares and a withholding of 17,621 shares to cover taxes.

Q: Why were shares withheld in this filing?

The filing explains that shares were withheld to cover the Reporting Person's tax liability in connection with PSU vesting.

Q: When did the reported transactions occur for FN insider Seamus Grady?

The transactions are dated 08/12/2025 and the Form 4 was signed/reported on 08/14/2025 by an attorney-in-fact.

Q: What does the reported price of $348.33 represent?

The Form 4 lists $348.33 in connection with the withholding disposition; it reflects the value used for the tax-withheld shares, not an open-market sale price disclosed elsewhere.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Insider report: Fabrinet (FN) Chief Executive Officer Seamus Grady reported equity activity on August 12, 2025. The filing shows 16,361 ordinary shares were acquired upon vesting of performance-based restricted share units (PSUs) after the Compensation Committee certified that pre-established performance targets were exceeded. A second identical acquisition line appears, with aggregate beneficial ownership changes reflecting vested PSUs. From the vested shares, 17,621 shares were withheld to satisfy the reporting person’s tax obligations at an average price of $348.33 per share, reducing the net increase in owned shares. The transactions were reported by Andrew Chew as attorney-in-fact on August 14, 2025.

Positive

Performance targets were met, as PSUs granted in August 2023 vested after Certification by the Compensation Committee
16,361 shares vested (per reported acquisition lines), indicating achievement of pre-established goals tied to executive compensation

Negative

17,621 shares withheld to cover tax withholding, reducing the net increase in beneficially owned shares
Reported withholding price of $348.33 reflects tax-related disposition rather than retained stock increase

Insights

TL;DR: CEO PSUs vested after certified outperformance; standard tax withholding reduced net share increase.

The report documents routine executive equity compensation mechanics: performance-based restricted share units granted in August 2023 vested on August 12, 2025 following certification of achievement by the Compensation Committee. Vested shares materially signal that the company met predefined performance metrics tied to executive pay, aligning management incentives with shareholder outcomes. The tax-withholding disposition is customary and reduces the net share addition. No sales or open-market disposals are reported.

TL;DR: Transaction is administrative vesting and withholding; not a liquidity-driven insider sale.

The filings show acquisitions labeled as vesting (code A) and a withholding (code F) to cover taxes at a recorded price of $348.33. The presence of PSUs vesting indicates performance conditions were met rather than voluntary option exercises or cash purchases. This is a neutral disclosure for investors since it reflects compensation settlement rather than a change in CEO confidence via open-market sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Grady Seamus

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	16,361	$0.00	--
Grant/Award	Ordinary Shares	16,361	$0.00	--
Tax Withholding	Ordinary Shares	17,621	$348.33	$6.14M

Holdings After Transaction: Ordinary Shares — 54,004 shares (Direct)

Footnotes (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 →

08/14/2025 - 05:20 PM

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^*

Grady Seamus

(Last)

(First)

(Middle)

C/O FABRINET USA, INC.

3736 FALLON ROAD #428

(Street)

DUBLIN

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/12/2025		A		16,361⁽¹⁾	A	$0	54,004	D
Ordinary Shares	08/12/2025		A		16,361⁽¹⁾	A	$0	70,365	D
Ordinary Shares	08/12/2025		F		17,621⁽²⁾	D	$348.33	52,744	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Seamus Grady	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 actions did Fabrinet (FN) CEO Seamus Grady report on Form 4?

The Form 4 reports vesting of PSUs resulting in acquisitions of 16,361 ordinary shares and a withholding of 17,621 shares to cover taxes.

Why were shares withheld in this filing?

The filing explains that shares were withheld to cover the Reporting Person's tax liability in connection with PSU vesting.

When did the reported transactions occur for FN insider Seamus Grady?

The transactions are dated 08/12/2025 and the Form 4 was signed/reported on 08/14/2025 by an attorney-in-fact.

What does the reported price of $348.33 represent?

The Form 4 lists $348.33 in connection with the withholding disposition; it reflects the value used for the tax-withheld shares, not an open-market sale price disclosed elsewhere.

Were any open-market sales reported by the CEO in this filing?

No. The filing records vesting (acquisitions) and tax-withholding; there are no reported open-market sales or transfers in this Form 4.