SEC Form 4 · accession 0001475586-26-000018
Fortinet, Inc. · FTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Xie
Officer — VP, ENGINEERING & CTO · Director
Period of report
Aug 1, 2026
Accepted (ET)
Aug 4, 2026 · 5:15 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001262039
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 1, 2026 | M | 2,764 | $0.00 | A | 9,921,124 | D | |
| Common Stock | Aug 1, 2026 | M | 2,242 | $0.00 | A | 9,923,366 | D | |
| Common Stock | Aug 1, 2026 | M | 1,300 | $0.00 | A | 9,924,666 | D | |
| Common Stock | Aug 1, 2026 | F | 3,185 | $161.95 | D | 9,921,481 | D | |
| Common StockF4 | Aug 3, 2026 | S | 700 | $160.36 | D | 9,920,781 | D | |
| Common StockF5 | Aug 3, 2026 | S | 200 | $161.75 | D | 9,920,581 | D | |
| Common StockF6 | Aug 3, 2026 | S | 1,421 | $163.1181 | D | 9,919,160 | D | |
| Common StockF7 | Aug 3, 2026 | S | 800 | $163.9763 | D | 9,918,360 | D | |
| Common StockF8 | holding | — | — | — | 25,680,202 | I | By trust | |
| Common StockF9 | holding | — | — | — | 5,513,505 | I | See footnote | |
| Common StockF10 | holding | — | — | — | 5,513,505 | I | See footnote | |
| Common StockF11 | holding | — | — | — | 4,646,144 | I | By trust | |
| Common StockF12 | holding | — | — | — | 4,646,144 | I | By trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF13,F14,F15 | $0.00 | Aug 1, 2026 | M | 2,764 | D | — | — | Common Stock | 2,764 | 5,527 | D |
| Restricted Stock UnitsF13,F16,F15 | $0.00 | Aug 1, 2026 | M | 2,242 | D | — | — | Common Stock | 2,242 | 13,454 | D |
| Restricted Stock UnitsF13,F17,F15 | $0.00 | Aug 1, 2026 | M | 1,300 | D | — | — | Common Stock | 1,300 | 13,002 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
- F10Shares held directly by the KAJJ Trust under The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
- F11These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
- F12These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
- F13Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
- F1425% of the RSUs vested on February 1, 2024, and the remaining 75% of the RSUs will vest in equal installments on each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon settlement.
- F15RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F1625% of the RSUs vested on February 1, 2025, and the remaining 75% of the RSUs will vest in equal installments on each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
- F1725% of the RSUs vested on February 1, 2026, and the remaining 75% of the RSUs will vest in equal installments on each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon settlement.
- F2Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units.
- F3The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2026.
- F4Represents the weighted average sale price. The lowest price at which shares were sold was $160.04 and the highest price at which shares were sold was $160.79. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (4), (5), (6) and (7) to this Form 4.
- F5Represents the weighted average sale price. The lowest price at which shares were sold was $161.49 and the highest price at which shares were sold was $162.01.
- F6Represents the weighted average sale price. The lowest price at which shares were sold was $162.615 and the highest price at which shares were sold was $163.57.
- F7Represents the weighted average sale price. The lowest price at which shares were sold was $163.64 and the highest price at which shares were sold was $164.15.
- F8These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
- F9Shares held directly by the KAXX Trust under The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.