Fortinet (FTNT) CTO Michael Xie exercises stock options and sells shares under 10b5‑1 plan

Rhea-AI Filing Summary

Fortinet, Inc. VP, Engineering & CTO and director Michael Xie reported multiple equity transactions in early February 2026. On February 1, 2026, several blocks of previously granted RSUs and PSUs vested, resulting in issuances of 2,030, 2,764, 2,243, 5,200, and 28,823 shares of common stock at $0 exercise price. A separate transaction labeled code F on the same date shows 18,975 shares withheld at $81.26 to cover tax obligations related to vesting.

On February 2, 2026, Xie exercised a fully vested nonqualified stock option for 324,285 shares at an exercise price of $16.898 per share and then sold common stock in three open‑market tranches: 129,378 shares at a weighted average price of $81.0089, 204,282 shares at $81.6387, and 9,446 shares at $82.2831. These sales were executed under a Rule 10b5‑1 trading plan adopted on December 10, 2024. Following these transactions, he directly held over ten million Fortinet shares and also reported substantial indirect holdings through multiple family and grantor trusts.

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^*

Xie Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, ENGINEERING & CTO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		M(1)		2,030	A	$0	10,209,048	D
Common Stock	02/01/2026		M(1)		2,764	A	$0	10,211,812	D
Common Stock	02/01/2026		M(1)		2,243	A	$0	10,214,055	D
Common Stock	02/01/2026		M(1)		5,200	A	$0	10,219,255	D
Common Stock	02/01/2026		M(1)		28,823	A	$0	10,248,078	D
Common Stock	02/01/2026		F(2)		18,975	D	$81.26	10,229,103	D
Common Stock	02/02/2026		M		324,285	A	$16.898	10,553,388	D
Common Stock	02/02/2026		S(3)		129,378	D	$81.0089(4)	10,424,010	D
Common Stock	02/02/2026		S(3)		204,282	D	$81.6387(5)	10,219,728	D
Common Stock	02/02/2026		S(3)		9,446	D	$82.2831(6)	10,210,282	D
Common Stock								19,825,614	I	By trust(7)
Common Stock								5,513,505	I	See footnote(8)
Common Stock								5,513,505	I	See footnote(9)
Common Stock								7,573,438	I	By trust(10)
Common Stock								7,573,438	I	By trust(11)

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(12)	02/01/2026		M(1)			2,030	(13)	(14)	Common Stock	2,030	$0	0	D
Restricted Stock Units	$0(12)	02/01/2026		M(1)			2,764	(15)	(14)	Common Stock	2,764	$0	11,054	D
Restricted Stock Units	$0(12)	02/01/2026		M(1)			2,243	(16)	(14)	Common Stock	2,243	$0	17,938	D
Restricted Stock Units	$0(12)	02/01/2026		M(1)			5,200	(17)	(14)	Common Stock	5,200	$0	15,602	D
Performance Stock Units	$0(12)	02/01/2026		M(1)			28,823	(18)	(14)	Common Stock	28,823	$0	0	D
Nonqualified Stock Option (right to buy)	$16.898	02/02/2026		M			324,285	(19)	02/21/2026	Common Stock	324,285	$0	0	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") 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 restricted stock units.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $80.25 and the highest price at which shares were sold was $81.245.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $81.25 and the highest price at which shares were sold was $82.24.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $82.25 and the highest price at which shares were sold was $82.36.

7. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

8. Shares 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.

9. Shares 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.

10. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.

11. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.

12. Each RSU and PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.

13. 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.

14. RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date.

15. 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.

16. 25% 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.

17. 25% 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.

18. 100% of the PSUs vest and settle on February 1, 2026, subject to the Reporting Person's provision of service to the Issuer on such date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon settlement.

19. The options are fully vested.

	/s/ Robert Turner, by power of attorney	02/03/2026
	** 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.

FAQ

What insider transactions did Fortinet (FTNT) CTO Michael Xie report in February 2026?

Michael Xie reported RSU and PSU vesting, an option exercise, and related share sales. On February 1, 2026, multiple stock units vested. On February 2, 2026, he exercised 324,285 options and sold several share blocks in open‑market trades under a Rule 10b5‑1 plan.

How many Fortinet (FTNT) options did Michael Xie exercise and at what price?

On February 2, 2026, Michael Xie exercised a fully vested nonqualified stock option for 324,285 Fortinet common shares. The exercise price was $16.898 per share. The related derivative position then showed zero options remaining beneficially owned directly after this transaction.

At what prices did Michael Xie sell Fortinet (FTNT) shares in this Form 4 filing?

On February 2, 2026, Michael Xie sold common stock in three tranches at weighted average prices of $81.0089, $81.6387, and $82.2831 per share. Footnotes state price ranges from $80.25 to $82.36 across these sale transactions executed in the market.

Were Michael Xie’s Fortinet (FTNT) share sales under a Rule 10b5‑1 trading plan?

Yes. The filing states the reported sale transactions were effected pursuant to a Rule 10b5‑1 trading plan adopted by Michael Xie on December 10, 2024. Such pre‑arranged plans can allow insiders to systematically sell shares over time under predetermined instructions.

Why were 18,975 Fortinet (FTNT) shares reported as disposed of with code F?

The 18,975 shares with transaction code F were withheld to cover tax obligations from vesting. The issuer cancelled these shares in exchange for paying Michael Xie’s federal and state tax withholding liabilities related to vested restricted stock units, an arrangement described as exempt under Section 16b‑3(e).

What indirect Fortinet (FTNT) holdings does Michael Xie report through trusts?

The filing lists substantial indirect holdings in Fortinet common stock via several trusts, including family and children’s trusts and grantor retained annuity trusts. Reported balances include positions such as 19,825,614 shares and 7,573,438 shares held by trusts where Xie or his spouse is a beneficiary or trustee.