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FTNT insider Form 4: RSU vesting and tax withholding reported

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Fortinet (FTNT) reported an insider equity transaction by its Chief Operating Officer. On 11/01/2025, previously granted RSUs vested and were settled into common stock via code M, adding 1,180, 1,608, and 1,827 shares at $0. To cover withholding taxes tied to the vesting, 2,290 shares were disposed of at $86.43 under code F, a Section 16b-3(e) exempt transaction. Following these transactions, the reporting person held 76,280 shares directly.

Positive

  • None.

Negative

  • None.
Insider Whittle John
Role CHIEF OPERATING OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units 1,180 $0.00 --
Exercise Restricted Stock Units 1,608 $0.00 --
Exercise Restricted Stock Units 1,827 $0.00 --
Exercise Common Stock 1,180 $0.00 --
Exercise Common Stock 1,608 $0.00 --
Exercise Common Stock 1,827 $0.00 --
Tax Withholding Common Stock 2,290 $86.43 $198K
Holdings After Transaction: Restricted Stock Units — 1,185 shares (Direct); Common Stock — 75,135 shares (Direct)
Footnotes (1)
  1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. Exempt 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 25% of the RSUs vested on February 1, 2023, 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. 25% 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. 25% of the RSUs will vest 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.
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Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Whittle John
(Last) (First) (Middle)
C/O FORTINET, INC.
909 KIFER ROAD
(Street)
SUNNYVALE CA 94086
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fortinet, Inc. [ FTNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF OPERATING OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025
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
Common Stock 11/01/2025 M(1) 1,180 A $0 75,135 D
Common Stock 11/01/2025 M(1) 1,608 A $0 76,743 D
Common Stock 11/01/2025 M(1) 1,827 A $0 78,570 D
Common Stock 11/01/2025 F(2) 2,290 D $86.43 76,280 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
Restricted Stock Units $0(3) 11/01/2025 M(1) 1,180 (4) (5) Common Stock 1,180 $0 1,185 D
Restricted Stock Units $0(3) 11/01/2025 M(1) 1,608 (6) (5) Common Stock 1,608 $0 8,041 D
Restricted Stock Units $0(3) 11/01/2025 M(1) 1,827 (7) (5) Common Stock 1,827 $0 16,442 D
Explanation of Responses:
1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
2. Exempt 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.
3. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
4. 25% of the RSUs vested on February 1, 2023, 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.
5. RSUs do not expire; they either vest or are canceled prior to the vesting date.
6. 25% 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.
7. 25% of the RSUs will vest 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.
/s/ Robert Turner, by power of attorney 11/04/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Fortinet (FTNT) disclose in this Form 4?

The COO reported RSU vesting that delivered 1,180, 1,608, and 1,827 shares at $0, and a tax withholding disposal of 2,290 shares at $86.43.

What do the Form 4 transaction codes M and F mean here?

M indicates RSU vesting/settlement into common stock; F reflects shares withheld or delivered to cover taxes on the vesting.

How many shares did the Fortinet COO hold after the transactions?

The reporting person beneficially owned 76,280 shares directly after the reported transactions.

Were these transactions part of routine equity vesting?

Yes. The filing notes vesting of previously granted RSUs and a tax withholding transaction exempt under Section 16b-3(e).

What was the price used for the tax withholding share disposal?

Shares were disposed of at $86.43 to satisfy tax withholding obligations related to the RSU vesting.