Fortinet (FTNT) COO logs stock vesting and tax share withholding

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.

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).

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)
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)		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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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
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FAQ

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.