Insider Form 4: Michael Xie offloads $47M in FTNT stock under 10b5-1

Rhea-AI Filing Summary

Fortinet (FTNT) filed a Form 4 showing that co-founder, VP Engineering & CTO Michael Xie completed several insider transactions. On 08/01/2025 three RSU tranches vested, converting 7,035 shares at a $0 exercise price. To satisfy tax obligations, 3,489 shares were surrendered to the company at $97.36.

Under a pre-arranged Rule 10b5-1 plan, Xie then sold 476,596 shares on 08/04/2025 at weighted-average prices of $97.39 – $98.93, generating roughly $47 million in gross proceeds. Following the sales, his direct stake declined 4.7 % to 9,730,560 shares. Indirectly, family trusts continue to hold 45.999 million shares, keeping his total economic exposure above 55 million shares.

The sales were executed under an existing trading plan, reducing signaling risk, yet the size of the disposal may draw investor scrutiny given its magnitude relative to daily volume.

Positive

• Insider retains >55 million shares, signaling continued long-term alignment with shareholders.
• Sales executed under a Rule 10b5-1 plan, reducing information asymmetry and governance concerns.

Negative

• Sale of 476,596 shares (~$47 M) may be viewed as a bearish signal on near-term price expectations.
• Direct ownership dropped 4.7 %, the largest single-day reduction in recent filings.

Insights

Securities Analyst

TL;DR: Large planned sale (~$47 M) trims direct stake but insider still owns >55 M shares; neutral-to-slightly negative signal.

Xie’s disposal represents about 4.7 % of his direct holdings and less than 1 % of total shares outstanding, so dilution risk is minimal. Execution under a 10b5-1 plan limits informational content, yet the absolute dollar value is sizable and may weigh on sentiment near term. Continued >10 % ownership (direct+indirect) aligns interests with shareholders, mitigating bearish interpretation.

Corporate Governance Expert

TL;DR: Compliant 10b5-1 sales, clear disclosures; governance risk low despite headline share reduction.

The filing satisfies Section 16 timing, details weighted-average prices, and explains tax-related share withholding. Presence of multiple family trusts underscores estate planning rather than strategic exit. No red flags in reporting cadence or footnote clarity. Overall impact on governance perception is neutral.

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

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^*

Xie Michael

(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
X	Officer (give title below)		Other (specify below)
	VP, ENGINEERING & CTO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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
Common Stock	08/01/2025		M(1)		2,030	A	$0	10,205,640	D
Common Stock	08/01/2025		M(1)		2,763	A	$0	10,208,403	D
Common Stock	08/01/2025		M(1)		2,242	A	$0	10,210,645	D
Common Stock	08/01/2025		F(2)		3,489	D	$97.36	10,207,156	D
Common Stock	08/04/2025		S(3)		14,100	D	$97.3912(4)	10,193,056	D
Common Stock	08/04/2025		S(3)		387,223	D	$98.4349(5)	9,805,833	D
Common Stock	08/04/2025		S(3)		75,273	D	$98.9275(6)	9,730,560	D
Common Stock								19,825,614	I	By trust(7)
Common Stock								5,513,505	I	By trust(8)
Comon Stock								5,513,505	I	By trust(9)
Common Stock								7,573,438	I	By trust(10)
Common Stock								7,573,438	I	By trust(11)

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(12)	08/01/2025		M(1)			2,030	(13)	(14)	Common Stock	2,030	$0	4,060	D
Restricted Stock Units	$0(12)	08/01/2025		M(1)			2,763	(15)	(14)	Common Stock	2,763	$0	16,581	D
Restricted Stock Units	$0(12)	08/01/2025		M(1)			2,242	(16)	(14)	Common Stock	2,242	$0	22,423	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") 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 restricted stock units.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $96.69 and the highest price at which shares were sold was $97.64. 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) and (6) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $97.70 and the highest price at which shares were sold was $98.69.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $98.70 and the highest price at which shares were sold was $99.33.

7. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

8. These securities are held by the KAXX Trust under the K.A. Children's Trust dated February 9, 2011, for which the Reporting Person and his spouse serve as trustees.

9. These securities are held by the KAJJ Trust under the K.A. Children's Trust dated February 9, 2011, for which the Reporting Person and his spouse serve as trustees.

10. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.

11. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.

12. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.

13. 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.

14. RSUs do not expire; they either vest or are canceled prior to the vesting date.

15. 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.

16. 25% of the RSUs will vest 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.

	/s/ Robert Turner, by power of attorney	08/05/2025
	** 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.
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.

FAQ

How many Fortinet (FTNT) shares did Michael Xie sell on 08/04/2025?

He sold 476,596 shares in three tranches under a 10b5-1 plan.

What prices did the FTNT shares sell for?

Weighted-average prices ranged from $97.39 to $98.93 per share.

How many FTNT shares does Xie own after the transactions?

Directly 9,730,560 shares; indirectly via trusts 45.999 million shares.

Were any shares sold to cover taxes?

Yes, 3,489 shares were withheld at $97.36 to satisfy tax obligations from RSU vesting.

Did the transactions occur under a Rule 10b5-1 trading plan?

Yes. The plan was adopted on December 10, 2024.

What is the vesting schedule for the reported RSUs?

Each grant vests 25 % on a specified date, with the remaining 75 % vesting quarterly until fully vested.