Fortinet COO reports RSU and PSU vesting

Q: What type of equity awards vested for Fortinet COO John Whittle?

The filing shows vesting of both restricted stock units (RSUs) and performance stock units (PSUs). Each RSU or PSU represents a contingent right to receive one share of Fortinet common stock upon settlement, subject to continued service-based vesting conditions described in the footnotes.

Q: Why were 12,951 Fortinet shares disposed of at $81.26 in the Form 4?

The 12,951 shares disposed of at $81.26 per share were withheld to cover John Whittle’s federal and state tax withholding obligations arising from RSU vesting. The issuer cancelled these shares in exchange for assuming the related tax liability on his behalf.

Q: How do Fortinet RSUs and PSUs described in this filing vest over time?

The RSU grants generally vest 25% on a specified February 1 date, with the remaining 75% vesting in equal quarterly installments, subject to continued service. The PSUs in this filing vest and settle 100% on February 1, 2026, contingent on John Whittle’s continued service.

Fortinet, Inc. Chief Operating Officer John Whittle reported equity award vesting and related tax share withholding.

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Rhea-AI Filing Summary

Fortinet, Inc. Chief Operating Officer John Whittle reported equity award vesting and related tax share withholding. On February 1, 2026, several restricted stock unit (RSU) and performance stock unit (PSU) grants converted into shares of Fortinet common stock at an exercise price of $0 per unit.

Following these conversions and other movements, Whittle held 105,412 shares of common stock before tax withholding. To cover federal and state tax obligations from RSU vesting, 12,951 shares of common stock were withheld at $81.26 per share, leaving him with 92,461 shares owned directly after the transactions.

Insider Trade Summary

29,132 shares exercised/converted

Exercise 11 txns

Insider Whittle John

Role CHIEF OPERATING OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,185	$0.00	$0.00
Exercise	Restricted Stock Units	1,608	$0.00	$0.00
Exercise	Restricted Stock Units	1,827	$0.00	$0.00
Exercise	Restricted Stock Units	4,550	$0.00	$0.00
Exercise	Performance Stock Units	19,962	$0.00	$0.00
Exercise	Common Stock	1,185	$0.00	$0.00
Exercise	Common Stock	1,608	$0.00	$0.00
Exercise	Common Stock	1,827	$0.00	$0.00
Exercise	Common Stock	4,550	$0.00	$0.00
Exercise	Common Stock	19,962	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	12,951	$81.26	$1.05M

Holdings After Transaction: Restricted Stock Units — 34,700 contracts (Direct); Performance Stock Units — 0 contracts (Direct); Common Stock — 92,461 shares (Direct)

Footnotes (9)

F1. Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person.
F2. 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.
F3. Each RSU or PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
F4. 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.
F5. RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date.
F6. 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.
F7. 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 settlement.
F8. 25% of the RSUs will vest 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.
F9. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Fortinet (FTNT) COO John Whittle report in this Form 4 filing?

John Whittle reported the vesting and settlement of multiple RSU and PSU awards into Fortinet common stock. These equity awards converted at a price of $0 per unit and increased his holdings before a separate tax withholding transaction reduced his post-vesting share count.

How many Fortinet shares did John Whittle own after the reported transactions?

After the reported February 1, 2026 transactions, John Whittle directly owned 92,461 shares of Fortinet common stock. This reflects equity award vesting into shares and a subsequent share withholding transaction to satisfy federal and state tax obligations related to restricted stock unit vesting.

What type of equity awards vested for Fortinet COO John Whittle?

The filing shows vesting of both restricted stock units (RSUs) and performance stock units (PSUs). Each RSU or PSU represents a contingent right to receive one share of Fortinet common stock upon settlement, subject to continued service-based vesting conditions described in the footnotes.

Why were 12,951 Fortinet shares disposed of at $81.26 in the Form 4?

The 12,951 shares disposed of at $81.26 per share were withheld to cover John Whittle’s federal and state tax withholding obligations arising from RSU vesting. The issuer cancelled these shares in exchange for assuming the related tax liability on his behalf.

Were John Whittle’s RSU and PSU transactions with Fortinet taxable sales on the open market?

The vesting and settlement of RSUs and PSUs occurred at an exercise price of $0 per unit and were not reported as open market sales. The only share disposition involved issuer share withholding to satisfy tax obligations, classified as an exempt transaction under Section 16b-3(e).

How do Fortinet RSUs and PSUs described in this filing vest over time?

The RSU grants generally vest 25% on a specified February 1 date, with the remaining 75% vesting in equal quarterly installments, subject to continued service. The PSUs in this filing vest and settle 100% on February 1, 2026, contingent on John Whittle’s continued service.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/03/2026 - 08:10 PM

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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2026		M⁽¹⁾		1,185	A	$0	77,465	D
Common Stock	02/01/2026		M⁽¹⁾		1,608	A	$0	79,073	D
Common Stock	02/01/2026		M⁽¹⁾		1,827	A	$0	80,900	D
Common Stock	02/01/2026		M⁽¹⁾		4,550	A	$0	85,450	D
Common Stock	02/01/2026		M⁽¹⁾		19,962	A	$0	105,412	D
Common Stock	02/01/2026		F⁽²⁾		12,951	D	$81.26	92,461	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽³⁾	02/01/2026		M⁽¹⁾			1,185	⁽⁴⁾	⁽⁵⁾	Common Stock	1,185	$0	0	D
Restricted Stock Units	$0⁽³⁾	02/01/2026		M⁽¹⁾			1,608	⁽⁶⁾	⁽⁵⁾	Common Stock	1,608	$0	6,433	D
Restricted Stock Units	$0⁽³⁾	02/01/2026		M⁽¹⁾			1,827	⁽⁷⁾	⁽⁵⁾	Common Stock	1,827	$0	14,615	D
Restricted Stock Units	$0⁽³⁾	02/01/2026		M⁽¹⁾			4,550	⁽⁸⁾	⁽⁵⁾	Common Stock	4,550	$0	13,652	D
Performance Stock Units	$0⁽³⁾	02/01/2026		M⁽¹⁾			19,962	⁽⁹⁾	⁽⁵⁾	Common Stock	19,962	$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 RSUs.

3. Each RSU or PSU 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 and PSUs 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 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.

8. 25% of the RSUs will vest 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.

9. 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.

	/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.

Source: View Original Filing on SEC EDGAR