Fortinet (FTNT) CFO Ohlgart reports RSU vesting, tax shares and 507-share sale

Rhea-AI Filing Summary

Fortinet Chief Financial Officer Christiane Ohlgart reported multiple equity transactions involving company stock and restricted stock units. On February 1, 2026, RSUs vested and were settled into 685 and 2,600 shares of common stock at $0 exercise price. To cover tax withholding from this vesting, 1,255 shares of common stock were relinquished at a value of $81.26 per share. On February 3, 2026, she sold 507 shares of common stock at $80.73 per share under a pre-established Rule 10b5-1 trading plan. After these transactions, she directly owned 8,247 shares of Fortinet common stock, along with 6,163 and 7,801 RSUs that continue to vest over time.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Ohlgart Christiane

(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 Financial Officer

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)		685	A	$0	7,409	D
Common Stock	02/01/2026		M(1)		2,600	A	$0	10,009	D
Common Stock	02/01/2026		F(2)		1,255	D	$81.26	8,754	D
Common Stock	02/03/2026		S(3)		507	D	$80.73	8,247	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(4)	02/01/2026		M(1)			685	(5)	(6)	Common Stock	685	$0	6,163	D
Restricted Stock Units	$0(4)	02/01/2026		M(1)			2,600	(7)	(6)	Common Stock	2,600	$0	7,801	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 restricted stock units.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.

4. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

5. 25% of the RSUs vested on May 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.

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

7. 25% of the RSUs will vest on May 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.

	/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.
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FAQ

What insider transactions did Fortinet (FTNT) CFO Christiane Ohlgart report?

Fortinet CFO Christiane Ohlgart reported RSU vesting into common stock, tax-withholding share relinquishment, and an open-market sale. RSUs converted into 685 and 2,600 shares, 1,255 shares were withheld for taxes, and 507 shares were sold at $80.73 per share under a Rule 10b5-1 plan.

How many Fortinet (FTNT) shares did the CFO sell and at what price?

Christiane Ohlgart sold 507 shares of Fortinet common stock at $80.73 per share. The sale occurred on February 3, 2026 and was executed under a pre-arranged Rule 10b5-1 trading plan disclosed in the Form 4 filing.

How were Fortinet (FTNT) CFO’s RSUs treated in the latest Form 4?

Previously granted restricted stock units vested and were settled into 685 and 2,600 Fortinet common shares at a $0 exercise price. Each RSU represents a right to receive one share, and remaining RSUs continue to vest quarterly, subject to ongoing service with the company.

Why were some Fortinet (FTNT) shares relinquished by the CFO on February 1, 2026?

On February 1, 2026, 1,255 Fortinet shares were relinquished and cancelled to cover the CFO’s federal and state tax withholding obligations. This was an exempt transaction under Section 16b-3(e), tied to the vesting of restricted stock units previously granted to her.

How many Fortinet (FTNT) common shares does the CFO hold after these transactions?

After the reported transactions, Christiane Ohlgart directly owned 8,247 shares of Fortinet common stock. She also held 6,163 and 7,801 restricted stock units, which represent additional contingent rights to receive shares as future vesting conditions are met.

What is a Rule 10b5-1 trading plan mentioned in the Fortinet (FTNT) Form 4?

A Rule 10b5-1 trading plan allows insiders to pre-schedule trades according to preset instructions. The filing states the 507-share sale on February 3, 2026 was executed under such a plan adopted by the CFO on March 7, 2025, providing structured, pre-arranged selling activity.