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 26, 2026		June 27, 2025		June 28, 2024
Share-based compensation expense by type of award:
Restricted share units	$	22,067	$	21,013	$	16,839
Performance share units	12,563		11,991		11,535
Total share-based compensation expense	34,630		33,004		28,374
Tax effect on share-based compensation expense	—		—		—
Net effect on share-based compensation expense	$	34,630	$	33,004	$	28,374


	Years Ended
(in thousands)	June 26, 2026		June 27, 2025		June 28, 2024
Cost of revenue	$	11,459	$	10,456	$	7,203
Selling, general and administrative expense	23,171		22,548		21,171

Total share-based compensation expense	$	34,630	$	33,004	$	28,374

The Company did not capitalize any share-based compensation expense as part of any asset costs during the years ended June 26, 2026, June 27, 2025 and June 28, 2024.

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 26, 2026:


(share units)	Restricted Share Units outstanding	Performance Share Units outstanding	Ordinary Shares available for future grant
2020 Plan	211,574	94,687	1,455,660

2017 Inducement Plan	—	—	111,347
Total	211,574	94,687	1,567,007

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-U.S. 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 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
Granted	79,180	$	310.71
Vested	(121,128)	$	165.82
Forfeited	(9,492)	$	234.68
Balance as of June 26, 2026	211,574	$	244.24
Expected to vest as of June 26, 2026	187,106	$	244.77


	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
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
Granted	48,806	$	277.04
Vested	(73,936)	158.91
Forfeited	(1,099)	$	261.84
Balance as of June 26, 2026	94,687	$	269.67
Expected to vest as of June 26, 2026	94,687	$	269.67

The total fair value of restricted share units and performance share units vested during the years ended June 26, 2026, June 27, 2025 and June 28, 2024 was $31.8 million, $28.0 million and $26.0 million, respectively. The aggregate intrinsic value of restricted share units and performance share units outstanding as of June 26, 2026 was $160.7 million.

As of June 26, 2026, there was $17.3 million and $7.8 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 1.1 years, respectively.

For the years ended June 26, 2026 and June 27, 2025, the Company withheld an aggregate of 74,508 shares and 92,492 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 26, 2026 and June 27, 2025, the Company then remitted cash of $25.5 million and $21.3 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: