FN Form 4: President & COO Receives 6,245 RSUs Vesting 2026-2028

Rhea-AI Filing Summary

Harpal Gill, President & COO of Fabrinet (FN), reported acquiring 6,245 Restricted Share Units (RSUs) on 08/21/2025 at a reported price of $0, increasing his beneficial ownership to 31,187 ordinary shares. The RSUs vest in three equal annual installments on August 21, 2026, 2027 and 2028, and are conditioned on Mr. Gill's continued service through each vesting date. The Form 4 was signed by an attorney-in-fact on 08/25/2025. No derivative transactions or additional cash consideration are disclosed in the filing.

Positive

• Alignment of interests: The RSUs vest over three years, tying executive compensation to long-term performance
• No cash purchase price reported for the RSUs, indicating these are compensation awards rather than debt or purchased shares

Negative

• Vesting delay: Ownership is contingent on continued service through 2026-2028, so full economic alignment is deferred
• Potential dilution: Granting 6,245 RSUs increases outstanding share-based awards, which may have a modest dilutive effect

Insights

Financial Analyst

TL;DR Executive received 6,245 RSUs that vest over three years, modestly increasing insider ownership.

The reported grant of 6,245 Restricted Share Units to the President & COO increases his beneficial ownership to 31,187 shares and ties a portion of compensation to multi-year service. The grant is structured with annual vesting over 2026-2028 and shows no cash purchase price, indicating these are compensation awards rather than open-market buys. For investors, this is a routine, incentive-based grant that aligns senior management with shareholder value over the vesting period.

Corporate Governance Expert

TL;DR Typical service-based RSU grant with multi-year vesting creates retention incentives but delays full ownership.

The RSU award is explicitly subject to continued service through each vesting date, which is a standard retention mechanism. The filing provides clear vesting milestones and the resulting ownership stake. There is no indication of accelerated vesting, hedging, or derivative exercises. The disclosure meets Section 16 reporting requirements and was executed via attorney-in-fact, reflecting routine administrative handling.

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)
08/21/2025

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	08/21/2025		A		6,245(1)	A	$0	31,187	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. Each share is represented by a Restricted Share Unit ("RSU"). The RSUs will vest in three (3) equal annual installments on each of August 21, 2026, 2027 and 2028, subject to the Reporting Person's continued service with the Issuer through each such vesting date.

	Andrew Chew, Attorney-in-fact for Harpal Gill	08/25/2025
	** 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)?

He reported receiving 6,245 RSUs on 08/21/2025, increasing his beneficial ownership to 31,187 shares.

When do the RSUs granted to Harpal Gill vest?

The RSUs vest in three equal annual installments on August 21, 2026, 2027 and 2028, subject to continued service.

Was there a cash price paid for the RSUs reported on the Form 4?

The filing shows a reported price of $0, indicating the units were granted as compensation.

How many shares does Harpal Gill beneficially own after the reported transaction?

Following the reported RSU grant, he beneficially owns 31,187 ordinary shares.

Who signed the Form 4 for Harpal Gill and when?

The Form 4 was signed by Andrew Chew, attorney-in-fact for Harpal Gill on 08/25/2025.