The grant date fair value of restricted share units and performance share units is based on the market value of Fabrinet's ordinary shares on the date of grant.


	Years Ended
(in thousands)	June 27, 2025		June 28, 2024		June 30, 2023
Share-based compensation expense by type of award:
Restricted share units	$	21,013	$	16,839	$	16,979
Performance share units	11,991		11,535		11,148
Total share-based compensation expense	33,004		28,374		28,127
Tax effect on share-based compensation expense	—		—		—
Net effect on share-based compensation expense	$	33,004	$	28,374	$	28,127


	Years Ended
(in thousands)	June 27, 2025		June 28, 2024		June 30, 2023
Cost of revenue	$	10,456	$	7,203	$	6,664
Selling, general and administrative expense	22,548		21,171		20,939
Restructuring and other related costs	—		—		524
Total share-based compensation expense	$	33,004	$	28,374	$	28,127

The Company did not capitalize any share-based compensation expense as part of any asset costs during the years ended June 27, 2025, June 28, 2024 and June 30, 2023.

On December 12, 2019, the Company’s shareholders approved Fabrinet’s 2020 Equity Incentive Plan (the “2020 Plan”). Upon the approval of the 2020 Plan, Fabrinet’s Amended and Restated 2010 Performance Incentive Plan (the “2010 Plan”) was simultaneously terminated. The 2020 Plan provides for the grant of equity awards thereunder with respect to (i) 1,700,000 ordinary shares, plus (ii) up to 1,300,000 ordinary shares that, as of immediately prior to the termination of the 2010 Plan, had been reserved but not issued pursuant to any awards granted under the 2010 Plan and are not subject to any awards thereunder. Upon termination of the 2010 Plan, 1,281,619 ordinary shares were reserved for issuance under the 2020 Plan pursuant to clause (ii) of the preceding sentence.

On November 2, 2017, the Company adopted the 2017 Inducement Equity Incentive Plan (the “2017 Inducement Plan”) with a reserve of 160,000 ordinary shares authorized for future issuance solely for the granting of inducement share options and equity awards to new employees. The 2017 Inducement Plan was adopted without shareholder approval in reliance on the “employment inducement exemption” provided under the New York Stock Exchange Listed Company Manual.

The following table summarizes the number of equity awards outstanding and ordinary shares available for grant under each of the Equity Incentive Plans as of June 27, 2025:


(share units)	Restricted Share Units outstanding	Performance Share Units outstanding	Ordinary Shares available for future grant
2020 Plan	263,014	120,916	1,583,646

2017 Inducement Plan	—	—	111,347
Total	263,014	120,916	1,694,993

Restricted share units granted to employees generally vest in equal installments over three or four years on each anniversary of the vesting commencement date. Restricted share units granted to non-employee directors generally cliff vest 100% on the first of January, approximately one year from the grant date, provided the director continues to serve through such date.

Performance share units granted to executives will vest, if at all, at the end of a two-year performance period based on the Company’s achievement of pre-defined performance criteria, which consist of revenue and non-GAAP operating margin targets. The actual number of performance share units that may vest at the end of the performance period ranges from 0% to 100% of the award grant.


	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Balance as of June 24, 2022	459,626	$	75.14
Granted	165,378	$	117.35
Vested	(233,607)	$	67.85
Forfeited	(22,632)	$	94.69
Balance as of June 30, 2023	368,765	$	97.49
Granted	126,934	$	165.54
Vested	(171,304)	$	88.69
Forfeited	(17,735)	$	124.52
Balance as of June 28, 2024	306,660	$	129.01
Granted	115,442	$	257.64
Vested	(140,040)	$	118.33
Forfeited	(19,048)	$	175.73
Balance as of June 27, 2025	263,014	$	187.00
Expected to vest as of June 27, 2025	232,999	$	187.00


	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Balance as of June 24, 2022	285,882	$	81.64
Granted	97,142	$	117.35
Vested	(179,008)	70.05

Balance as of June 30, 2023	204,016	$	108.81
Granted	73,936	$	158.91
Vested	(106,874)	$	101.05

Balance as of June 28, 2024	171,078	$	135.31
Granted	46,980	$	261.84
Vested	(97,142)	117.35

Balance as of June 27, 2025	120,916	$	198.90
Expected to vest as of June 27, 2025	120,916	$	198.90

The total fair value of restricted share units and performance share units vested during the years ended June 27, 2025, June 28, 2024 and June 30, 2023 was $28.0 million, $26.0 million and $28.4 million, respectively. The aggregate intrinsic value of restricted share units and performance share units outstanding as of June 27, 2025 was $113.5 million.

As of June 27, 2025, there was $17.3 million and $7.1 million of unrecognized share-based compensation expense related to restricted share units and performance share units, respectively, under the Equity Incentive Plans that is expected to be recorded over a weighted-average period of 2.5 years and 1.0 year, respectively.

For the years ended June 27, 2025 and June 28, 2024, the Company withheld an aggregate of 92,492 shares and 104,892 shares, respectively, upon the vesting of restricted share units and performance shares units, based upon the closing share price on the vesting date to settle employee tax withholding obligations. For the years ended June 27, 2025 and June 28, 2024, the Company then remitted cash of $21.3 million and $13.2 million, respectively, to the appropriate taxing authorities, and presented it as a financing activity within the consolidated statements of cash flows. The payment was recorded as a reduction of additional paid-in capital.

On March 12, 2025, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC to acquire up to 381,922 ordinary shares (the “Warrant Shares”) of the Company at an exercise price of $208.48 per share. The Warrant allows for cashless exercise and expires on March 12, 2032.

Upon issuance of the Warrant, 38,192 of the Warrant Shares vested. The remainder of the Warrant Shares are subject to vesting in multiple tranches over the term of the Warrant based on payments to the Company from or on behalf of Amazon.com, Inc. ("Amazon") or its affiliates under a commercial agreement or otherwise. Upon the consummation of an acquisition transaction or the termination of the commercial agreement by Amazon for cause, the unvested portion of the Warrant will vest in full. The exercise price and the number of Warrant Shares are subject to customary antidilution adjustments.

Using the Black-Scholes option pricing model, the grant date fair value of the Warrant was determined to be $102.88 per share, for a total fair value of $39.3 million. The grant date fair value of the Warrant was estimated as of the issuance date using the following assumptions: