FTNT Form 4: Director Judith Sim Receives 2,597 RSUs with Staggered Vesting

Rhea-AI Filing Summary

Fortinet director Judith Sim was granted 2,597 restricted stock units (RSUs) on 08/20/2025, reported on a Form 4 filed 08/21/2025. Each RSU converts to one share of common stock upon settlement and carries no exercise price. The RSUs vest in substantially equal increments on September 30, 2025; December 31, 2025; March 31, 2026; and the earlier of June 30, 2026 or the day before Fortinet's 2026 annual meeting, provided the reporting person remains in service on each vesting date. Following the reported award, the filing shows beneficial ownership of 2,597 shares held directly. The Form 4 was signed by Robert Turner by power of attorney.

Positive

• Alignment with shareholders: Director award vests into common stock, aligning director interests with long-term shareholder value
• Staggered vesting schedule: Four incremental vesting dates encourage continued service through early/mid 2026
• Transparent disclosure: Form 4 reports the award, ownership amount, and signer by power of attorney

Negative

• None.

Insights

Financial Analyst

TL;DR: This is a routine director equity grant that aligns incentives with shareholders and has limited immediate market impact.

The 2,597 RSU grant for a director is a standard compensation practice to link long-term pay to share performance. The award vests over four scheduled dates across late 2025 and early-mid 2026, which staggers potential share delivery and retention. Because the RSUs have a $0 exercise price and convert one-for-one to common shares at settlement, they will dilute outstanding shares slightly when vested, but the absolute size (2,597 shares) appears immaterial relative to Fortinet's market capitalization. No sales or dispositions are reported, and there are no derivative transactions disclosed. Overall, this filing is a routine governance/compensation disclosure rather than a material corporate event.

Corporate Governance Expert

TL;DR: The grant reflects normal director compensation with standard service-based vesting; governance implications are limited.

Service-based RSUs for a director encourage ongoing alignment with company performance through staged vesting tied to continued service and corporate timelines (including the annual meeting). The filing discloses direct beneficial ownership of the granted units post-award and documents a power-of-attorney signature, which is typical. There is no indication of accelerated vesting triggers, transfers, or unusual conditions. From a governance perspective this is routine and transparent.

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^*

Sim Judith

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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(1)	08/20/2025		A		2,597		(2)	(3)	Common Stock	2,597	$0	2,597	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement.

2. The RSUs will vest in substantially equal increments on each of September 30, 2025, December 31, 2025, March 31, 2026, and the earlier of (i) June 30, 2026 and (ii) the date immediately preceding the Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.

3. RSUs do not expire; they either vest or are canceled prior to vest date

	/s/ Robert Turner, by power of attorney	08/21/2025
	** 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.
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FAQ

How many RSUs did Fortinet director Judith Sim receive in the Form 4 (FTNT)?

The filing reports a grant of 2,597 RSUs to Judith Sim dated 08/20/2025.

What is the vesting schedule for the 2,597 RSUs reported on FTNT Form 4?

The RSUs vest in substantially equal increments on September 30, 2025; December 31, 2025; March 31, 2026; and the earlier of June 30, 2026 or the day before Fortinet's 2026 annual meeting, subject to continued service.

What price was paid for the RSUs in the Fortinet Form 4?

The RSUs have an effective $0 price and represent rights to receive one share per RSU upon settlement.

How many shares does Judith Sim beneficially own following the reported transaction?

The Form 4 shows 2,597 shares beneficially owned following the reported award, held directly.

When was the Form 4 for this transaction filed and who signed it?

The Form 4 reports the transaction date as 08/20/2025 and was filed with a signature dated 08/21/2025 by Robert Turner by power of attorney.