STOCK TITAN

Fortinet (FTNT) CFO exercises 4,903 units, sells 596 shares

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Fortinet, Inc.’s Chief Financial Officer Christiane Ohlgart reported a combination of equity vesting, tax withholding, and a small planned share sale. On May 1, 2026, she exercised derivative awards, converting 4,903 shares worth of performance and restricted stock units into common stock as part of previously granted PSUs and RSUs vesting.

On the same date, 1,742 shares of common stock were relinquished and cancelled to cover federal and state tax withholding obligations in an exempt transaction under Section 16b-3(e). On May 5, 2026, she executed an open‑market sale of 596 shares of common stock at $89.70 per share pursuant to a Rule 10b5‑1 trading plan adopted on March 7, 2025, and held 10,812 shares of Fortinet common stock directly after the sale.

Positive

  • None.

Negative

  • None.
Insider Ohlgart Christiane
Role Chief Financial Officer
Sold 596 shs ($53K)
Type Security Shares Price Value
Sale Common Stock 596 $89.70 $53K
Exercise Performance Stock Units 2,366 $0.00 --
Exercise Restricted Stock Units 685 $0.00 --
Exercise Restricted Stock Units 650 $0.00 --
Exercise Restricted Stock Units 1,202 $0.00 --
Exercise Common Stock 2,366 $0.00 --
Exercise Common Stock 685 $0.00 --
Exercise Common Stock 650 $0.00 --
Exercise Common Stock 1,202 $0.00 --
Tax Withholding Common Stock 1,742 $86.29 $150K
Holdings After Transaction: Common Stock — 10,812 shares (Direct, null); Performance Stock Units — 0 shares (Direct, null); Restricted Stock Units — 5,478 shares (Direct, null)
Footnotes (1)
  1. Vesting of performance stock units ("PSUs") previously granted to the Reporting Person. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. 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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025. Each PSU represents a contingent right to receive one share of the Issuer's common stock. 100% of the PSUs vest and settle on May 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. RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 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. 25% of the RSUs vested 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.
Open-market sale 596 shares at $89.70 Common stock sale on May 5, 2026
Post-transaction holdings 10,812 shares Direct common stock ownership after May 5, 2026 sale
Derivative exercises 4,903 shares Total common shares from PSU and RSU exercises on May 1, 2026
Tax withholding shares 1,742 shares at $86.29 Shares cancelled to cover tax obligations on May 1, 2026
PSU conversion 2,366 units Performance stock units converted into common stock on May 1, 2026
RSU conversions 1,202; 650; 685 units Restricted stock units converted into common stock on May 1, 2026
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.
Performance Stock Units financial
"Vesting of performance stock units ("PSUs") previously granted to the Reporting Person."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
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 March 7, 2025."
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"
contingent right to receive one share financial
"Each RSU represents a contingent right to receive one share of the Issuer's common stock."
SEC Form 4
FORM 4UNITED 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).
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 CALIFORNIA 94086

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Fortinet, Inc. [ FTNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026M(1)2,366A$010,613D
Common Stock05/01/2026M(2)685A$011,298D
Common Stock05/01/2026M(2)650A$011,948D
Common Stock05/01/2026M(2)1,202A$013,150D
Common Stock05/01/2026F(3)1,742D$86.2911,408D
Common Stock05/05/2026S(4)596D$89.710,812D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units$0(5)05/01/2026M(1)2,366 (6) (7)Common Stock2,366$00D
Restricted Stock Units$0(8)05/01/2026M(2)685 (9) (7)Common Stock685$05,478D
Restricted Stock Units$0(8)05/01/2026M(2)650 (10) (7)Common Stock650$07,151D
Restricted Stock Units$0(8)05/01/2026M(2)1,202 (10) (7)Common Stock1,202$03,608D
Explanation of Responses:
1. Vesting of performance stock units ("PSUs") previously granted to the Reporting Person.
2. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
3. 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.
4. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.
5. Each PSU represents a contingent right to receive one share of the Issuer's common stock.
6. 100% of the PSUs vest and settle on May 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.
7. RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date.
8. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
9. 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.
10. 25% of the RSUs vested 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 attorney05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Fortinet CFO Christiane Ohlgart reported equity vesting, tax withholding, and a small share sale. She exercised derivative awards into 4,903 common shares, had 1,742 shares withheld for taxes, and sold 596 shares in the open market under a pre‑arranged Rule 10b5‑1 trading plan.

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

Christiane Ohlgart sold 596 shares of Fortinet common stock at $89.70 per share. The transaction was classified as an open‑market sale and was executed on May 5, 2026, pursuant to a previously adopted Rule 10b5‑1 trading plan disclosed in the filing footnotes.

What equity awards vested for Fortinet (FTNT) CFO Christiane Ohlgart?

The filing notes vesting of performance stock units and restricted stock units previously granted to Christiane Ohlgart. On May 1, 2026, derivative exercises converted a total of 4,903 units, including PSUs and RSUs, into Fortinet common stock as part of her compensation arrangements.

Why were 1,742 Fortinet (FTNT) shares disposed of in the CFO’s Form 4?

The 1,742 shares were relinquished and cancelled to satisfy federal and state tax withholding obligations. This exempt transaction under Section 16b‑3(e) covered taxes arising from the vesting of restricted stock units, with shares delivered or withheld instead of a separate cash payment to tax authorities.

Was the Fortinet (FTNT) CFO’s share sale made under a Rule 10b5-1 plan?

Yes. A footnote states the reported open‑market sale was effected pursuant to a Rule 10b5‑1 trading plan. The plan was adopted by Christiane Ohlgart on March 7, 2025, indicating the May 5, 2026 sale followed a pre‑arranged schedule rather than ad hoc timing decisions.

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

Following the reported transactions, Christiane Ohlgart directly holds 10,812 shares of Fortinet common stock. This post‑transaction holding reflects the impact of derivative exercises, tax‑related share cancellations, and the 596‑share open‑market sale disclosed in the Form 4 filing data.