SEC Form 4 · accession 0001476336-26-000012
Fortinet, Inc. · FTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Whittle
Officer — CHIEF OPERATING OFFICER
Period of report
Aug 1, 2026
Accepted (ET)
Aug 4, 2026 · 5:16 pm EDT
Rule 10b5-1 plan
box not checked
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 | 1,608 | $0.00 | A | 96,332 | D | |
| Common Stock | Aug 1, 2026 | M | 1,827 | $0.00 | A | 98,159 | D | |
| Common Stock | Aug 1, 2026 | M | 1,138 | $0.00 | A | 99,297 | D | |
| Common Stock | Aug 1, 2026 | F | 2,310 | $161.95 | D | 96,987 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | $0.00 | Aug 1, 2026 | M | 1,608 | D | — | — | Common Stock | 1,608 | 3,217 | D |
| Restricted Stock UnitsF3,F6,F5 | $0.00 | Aug 1, 2026 | M | 1,827 | D | — | — | Common Stock | 1,827 | 10,961 | D |
| Restricted Stock UnitsF3,F7,F5 | $0.00 | Aug 1, 2026 | M | 1,138 | D | — | — | Common Stock | 1,138 | 11,377 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
- 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 RSUs.
- F3Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
- F425% 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.
- F5RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F625% 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 settlement.
- F725% 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.