FN Form 4: PSU Vesting Certified; Insider Withholding Sale at $348.33

Rhea-AI Filing Summary

Fabrinet (FN) insider activity: Harpal Gill, President & COO, reported vesting of performance-based restricted share units (PSUs) after the Compensation Committee certified that pre-set performance targets were exceeded. On 08/12/2025 the reporting shows two PSU-related acquisitions of 10,225 shares each (reported as acquisitions at $0) increasing beneficial ownership to 38,518 shares, and a separate disposition of 11,013 shares sold at $348.33, leaving 27,505 shares beneficially owned. The filing notes 11,013 shares were withheld to cover the Reporting Person’s tax liability in connection with the PSU vesting.

Positive

• Performance targets were exceeded, triggering PSU vesting certified by the Compensation Committee
• Executive retained meaningful ownership after transactions (27,505 shares beneficially owned)

Negative

• 11,013 shares were disposed at $348.33, reducing gross vested shares
• Reported sale may be viewed by some investors as a reduction in insider holdings (even though tied to tax withholding)

Insights

Financial Analyst

TL;DR: Insider received PSUs after targets were met and sold shares to cover taxes; net ownership changed modestly.

The transaction reflects compensation realization rather than a market-driven sale: two PSU awards vested, yielding aggregate acquired shares recorded at $0, consistent with equity compensation vesting. The subsequent disposition of 11,013 shares at $348.33 was used to satisfy tax withholding, per the filing. Net beneficial ownership remained material for an executive role but reduced from the gross vesting amount. This pattern is typical for executives realizing performance-based equity.

Corporate Governance Expert

TL;DR: Compensation committee certified performance, triggering PSU vesting; withholding-sale addressed tax obligations.

The disclosure documents governance processes working as intended: pre-established performance targets were certified by the Compensation Committee leading to PSU vesting. The filing explicitly states shares were withheld to cover tax liability, and a reported sale at $348.33 corresponds to that withholding. There is no indication of opportunistic trading beyond fulfilling tax obligations. Documentation appears timely and complete within the Form 4 format.

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

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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)
08/12/2025

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		10,225(1)	A	$0	28,293	D
Ordinary Shares	08/12/2025		A		10,225(1)	A	$0	38,518	D
Ordinary Shares	08/12/2025		F		11,013(2)	D	$348.33	27,505	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 Harpal Gill	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).
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FAQ

What triggered the share acquisition for Harpal Gill in the FN Form 4?

The filing states the shares were acquired upon vesting of performance-based restricted share units (PSUs) after performance targets were certified by the Compensation Committee on 08/12/2025.

How many shares did Harpal Gill acquire and how many does he own after the transactions?

The Form 4 reports acquisitions of 10,225 shares (two entries) and a disposition of 11,013 shares; beneficial ownership following the transactions is reported as 27,505 shares.

Why were shares sold and at what price according to the filing?

The filing explains that 11,013 reported shares were withheld to cover the Reporting Person's tax liability; a disposition is shown at a price of $348.33 per share.

What is Harpal Gill’s role at Fabrinet (FN)?

The Form 4 lists Harpal Gill as President & COO and an officer of the issuer.

When did the transactions occur?

The Form 4 reports the transactions with an earliest transaction date of 08/12/2025 and the filing signature dated 08/14/2025.