[Form 4] Fortinet, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Fortinet, Inc. VP of Engineering and CTO Michael Xie reported a mix of RSU vesting, tax withholding, and open-market sales of common stock. On May 1, 2026, restricted stock units vested into 6,305 shares of common stock, and 3,184 shares were relinquished to cover federal and state tax obligations, as described under Section 16b-3(e).
On May 4, 2026, Xie executed open-market sales totaling 2,478 shares of Fortinet common stock at weighted average prices in the high‑$80s per share, pursuant to a pre-arranged Rule 10b5-1 trading plan. Following the reported direct transactions, he directly holds about 9,927,517 shares of common stock, in addition to substantial indirect holdings through various family and grantor retained trusts.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
16 txns
Insider
Xie Michael
Role
VP, ENGINEERING & CTO
Sold
2,478 shs ($220K)
Approx. gross sale proceeds
$220K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 190 | $87.0417 | $17K |
| Sale | Common Stock | 197 | $88.0859 | $17K |
| Sale | Common Stock | 2,028 | $89.1249 | $181K |
| Sale | Common Stock | 63 | $89.6086 | $6K |
| Exercise | Restricted Stock Units | 2,763 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 2,242 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 1,300 | $0.00 | $0.00 |
| Exercise | Common Stock | 2,763 | $0.00 | $0.00 |
| Exercise | Common Stock | 2,242 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,300 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 3,184 | $86.29 | $275K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 38,289 shares (Direct);
Common Stock — 9,927,517 shares (Direct);
Common Stock — 34,972,490 shares (Indirect, By trust);
Common Stock — 11,027,010 shares (Indirect, See footnote)
Footnotes (17)
- F1. Vesting of restricted stock units ("RSUs") 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 restricted stock units.
- F3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.
- F4. Represents the weighted average sale price. The lowest price at which shares were sold was $86.51 and the highest price at which shares were sold was $87.48. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (4), (5), (6) and (7) to this Form 4.
- F5. Represents the weighted average sale price. The lowest price at which shares were sold was $87.52 and the highest price at which shares were sold was $88.515.
- F6. Represents the weighted average sale price. The lowest price at which shares were sold was $88.52 and the highest price at which shares were sold was $89.51.
- F7. Represents the weighted average sale price. The lowest price at which shares were sold was $89.52 and the highest price at which shares were sold was $89.70.
- F8. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
- F9. 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.
- F10. 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.
- F11. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
- F12. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
- F13. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
- F14. 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.
- F15. RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F16. 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.
- F17. 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.
Key Figures
Shares sold: 2,478 shares
Average sale price example: $89.6086 per share
RSUs vested into shares: 6,305 shares
+3 more
6 metrics
Shares sold
2,478 shares
Open-market sales on May 4, 2026
Average sale price example
$89.6086 per share
One reported weighted average sale price
RSUs vested into shares
6,305 shares
Common stock received from RSU vesting on May 1, 2026
Shares withheld for taxes
3,184 shares
Tax-withholding disposition at $86.2900 per share
Direct holdings after transactions
9,927,517 shares
Total direct Fortinet common stock following reported trades
Indirect trust holding example
19,825,614 shares
Indirectly held by a grantor retained annuity trust
Key Terms
restricted stock units, Rule 10b5-1 trading plan, Section 16b-3(e), grantor retained annuity trust, +1 more
5 terms
restricted stock units financial
"Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 trading plan regulatory
"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities..."
grantor retained annuity trust financial
"These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
weighted average sale price financial
"Represents the weighted average sale price. The lowest price at which shares were sold was $86.51 and the highest price..."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Fortinet (FTNT) CTO Michael Xie report in this Form 4?
Michael Xie reported vesting of restricted stock units into 6,305 Fortinet shares, tax withholding of 3,184 shares, and open-market sales totaling 2,478 shares. These transactions reflect routine equity compensation vesting and pre-planned share sales disclosed for regulatory transparency.
What RSU activity did Fortinet (FTNT) CTO Michael Xie disclose?
He disclosed vesting of restricted stock units that converted into 6,305 shares of Fortinet common stock on May 1, 2026. Footnotes explain that these RSUs vest in quarterly installments, with each RSU representing a contingent right to receive one share upon settlement or vesting.