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Fortinet (FTNT) COO John Whittle earns 19,962 performance stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fortinet, Inc. chief operating officer John Whittle reported an award of 19,962 performance stock units (PSUs) on January 16, 2026. These PSUs were earned based on performance criteria for a performance period that ended on December 31, 2025, as certified by the HR Committee of Fortinet’s board. Each PSU represents the right to receive one share of Fortinet common stock.

The filing states that 100% of the PSUs vest and settle on February 1, 2026, as long as Whittle continues to provide service to Fortinet on that date, at which time shares will be delivered to him. After this transaction, he beneficially owns 19,962 derivative securities in the form of PSUs, held directly. The PSUs do not have a traditional expiration date; they either vest or are canceled before vesting.

Positive

  • None.

Negative

  • None.
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).
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*
Whittle John

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF OPERATING OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026
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
Performance Stock Units(1) $0(2) 01/16/2026 A 19,962 (3) (4) Common Stock 19,962 $0 19,962 D
Explanation of Responses:
1. Represents performance stock units ("PSUs") earned as a result of the achievement of performance criteria pursuant to performance-based PSU awards with a performance period that ended on December 31, 2025, as certified by the HR Committee of the Issuer's Board of Directors on January 16, 2026.
2. Each PSU represents a contingent right to receive one share of the Issuer's common stock.
3. 100% of the PSUs vest and settle on February 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.
4. PSUs do not expire; they either vest or are canceled prior to the vesting date.
/s/ Robert Turner, by power of attorney 01/20/2026
** 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

What insider transaction did Fortinet (FTNT) report for John Whittle?

Fortinet reported that chief operating officer John Whittle was granted 19,962 performance stock units (PSUs) on January 16, 2026. The transaction was coded as an acquisition of derivative securities and is held under direct ownership.

What are the terms of the 19,962 performance stock units granted to Fortinet COO John Whittle?

The 19,962 PSUs were earned based on performance criteria for a period that ended on December 31, 2025. Each PSU represents a contingent right to receive one share of Fortinet common stock, with no purchase price listed (exercise price reported as $0).

When do John Whittle’s Fortinet (FTNT) PSUs vest and settle?

The filing states that 100% of the PSUs vest and settle on February 1, 2026, provided John Whittle continues providing service to Fortinet on that date. Shares of common stock will be delivered to him upon settlement.

How many Fortinet securities does John Whittle beneficially own after this Form 4 transaction?

Following the reported transaction, John Whittle beneficially owns 19,962 derivative securities in the form of performance stock units, according to the filing. These are held under direct ownership.

Do the Fortinet performance stock units reported for John Whittle have an expiration date?

The footnotes explain that PSUs do not expire. Instead, they either vest or are canceled prior to the vesting date, rather than having a traditional option-style expiration date.

What performance period applied to the Fortinet PSUs granted to John Whittle?

The PSUs were earned under performance-based PSU awards with a performance period that ended on December 31, 2025. The HR Committee of Fortinet’s board certified the achievement of the performance criteria on January 16, 2026.

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Software - Infrastructure
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United States
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