Fortinet (FTNT) CEO sells 5,355 shares following RSU vesting
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fortinet, Inc. president and CEO Ken Xie reported several equity transactions in early May 2026. On May 4, 2026, he completed open-market sales totaling 5,355 shares of Fortinet common stock at weighted average prices around $87–$90 per share under a Rule 10b5-1 trading plan.
On May 1, 2026, previously granted restricted stock units vested, delivering a total of 13,092 shares of common stock. In connection with this vesting, 6,611 shares were withheld and cancelled to satisfy federal and state tax withholding obligations. A separate holding entry shows 4,848,774 common shares held indirectly by his spouse.
Positive
- None.
Negative
- None.
Insights
Ken Xie’s Form 4 shows small, pre-planned sales plus routine RSU vesting.
Fortinet CEO Ken Xie executed open-market sales of 5,355 shares of common stock on May 4, 2026, at weighted average prices between about $87 and $90 per share. A footnote states these trades were made under a Rule 10b5-1 trading plan adopted on December 9, 2024, indicating they were pre-scheduled rather than opportunistic.
On May 1, 2026, several blocks of RSUs vested, converting into a total of 13,092 shares of common stock. To cover related tax obligations, 6,611 shares were relinquished and cancelled in an exempt transaction under Section 16b-3(e). The filing also records 4,848,774 shares held indirectly by his spouse. Overall, this pattern reflects compensation-related vesting and a modest, planned net share sale, which is typically viewed as a routine liquidity event rather than a major shift in insider positioning.
Insider Trade Summary 10b5-1
Net Seller: 5,355 shares ($476,035)
Net Sell
12 txns
Insider
Xie Ken
Role
PRESIDENT & CEO
Sold
5,355 shs ($476K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 410 | $87.0417 | $36K |
| Sale | Common Stock | 425 | $88.0878 | $37K |
| Sale | Common Stock | 4,383 | $89.1247 | $391K |
| Sale | Common Stock | 137 | $89.6107 | $12K |
| Exercise | Restricted Stock Units | 6,260 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,557 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,275 | $0.00 | -- |
| Exercise | Common Stock | 6,260 | $0.00 | -- |
| Exercise | Common Stock | 4,557 | $0.00 | -- |
| Exercise | Common Stock | 2,275 | $0.00 | -- |
| Tax Withholding | Common Stock | 6,611 | $86.29 | $570K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 52,982,949 shares (Direct, null);
Restricted Stock Units — 18,780 shares (Direct, null);
Common Stock — 4,848,774 shares (Indirect, By Spouse)
Footnotes (1)
- 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 December 9, 2024. 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. 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. 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. 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. 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. 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 vesting.
Key Figures
Open-market shares sold: 5,355 shares
Sale price range: $86.51–$89.70 per share
RSU shares vested: 13,092 shares
+3 more
6 metrics
Open-market shares sold
5,355 shares
Common stock sales on May 4, 2026
Sale price range
$86.51–$89.70 per share
Weighted average sale price ranges in footnotes
RSU shares vested
13,092 shares
Common stock delivered from RSU vesting on May 1, 2026
Shares withheld for taxes
6,611 shares
Shares relinquished and cancelled for tax withholding
Indirect spouse holdings
4,848,774 shares
Common stock held indirectly by spouse as of May 1, 2026
10b5-1 plan adoption date
December 9, 2024
Date Ken Xie adopted trading plan for reported sales
Key Terms
Rule 10b5-1 trading plan, Restricted Stock Units, Section 16b-3(e), weighted average sale price, +1 more
5 terms
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 9, 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.
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.
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 incident to the receipt, exercise or vesting of a security..."
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 at which shares were sold was $87.48."
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement."
FAQ
What did Fortinet (FTNT) CEO Ken Xie report in this Form 4?
Ken Xie reported several stock transactions, including open-market sales of 5,355 Fortinet common shares and the vesting of restricted stock units that delivered 13,092 shares, with a portion of those shares withheld to satisfy tax obligations related to the RSU vesting.
What RSU activity did Ken Xie disclose for Fortinet (FTNT)?
Ken Xie disclosed vesting of several restricted stock unit awards on May 1, 2026, converting into a total of 13,092 Fortinet common shares. The RSUs vest in scheduled quarterly installments, subject to his continued service, and each RSU settles into one share of common stock upon vesting.