Fortinet, Inc. (NASDAQ: FTNT) CTO Xie reports 3,121-share Rule 10b5-1 sale
Rhea-AI Filing Summary
Fortinet, Inc. VP, Engineering & CTO Michael Xie reported open-market sales of 3,121 shares of common stock on August 3, 2026, at weighted-average prices ranging from $160.04 to $164.15 per share, executed under a Rule 10b5-1 trading plan adopted on March 4, 2026. On August 1, 2026, restricted stock units covering 6,306 shares vested and converted into common stock, and 3,185 shares were relinquished to cover related tax withholding obligations in an exempt transaction under Section 16b-3(e); Xie also reports indirect holdings through family and grantor retained annuity trusts.
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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
3,121 shs ($508K)
Approx. gross sale proceeds
$508K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F3, F4 | 700 | $160.36 | $112K |
| Sale | Common Stock F3, F5 | 200 | $161.75 | $32K |
| Sale | Common Stock F3, F6 | 1,421 | $163.1181 | $232K |
| Sale | Common Stock F3, F7 | 800 | $163.9763 | $131K |
| Exercise | Restricted Stock Units F13, F1, F14, F15 | 2,764 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F13, F1, F16, F15 | 2,242 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F13, F1, F17, F15 | 1,300 | $0.00 | $0.00 |
| Exercise | Common Stock F1 | 2,764 | $0.00 | $0.00 |
| Exercise | Common Stock F1 | 2,242 | $0.00 | $0.00 |
| Exercise | Common Stock F1 | 1,300 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock F2 | 3,185 | $161.95 | $516K |
| holding | Common Stock F8 | -- | -- | -- |
| holding | Common Stock F9 | -- | -- | -- |
| holding | Common Stock F10 | -- | -- | -- |
| holding | Common Stock F11 | -- | -- | -- |
| holding | Common Stock F12 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 31,983 shares (Direct);
Common Stock — 9,918,360 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 March 4, 2026.
- F4. Represents the weighted average sale price. The lowest price at which shares were sold was $160.04 and the highest price at which shares were sold was $160.79. 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 $161.49 and the highest price at which shares were sold was $162.01.
- F6. Represents the weighted average sale price. The lowest price at which shares were sold was $162.615 and the highest price at which shares were sold was $163.57.
- F7. Represents the weighted average sale price. The lowest price at which shares were sold was $163.64 and the highest price at which shares were sold was $164.15.
- 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: 3,121 shares of Common Stock
Sale price range: $160.04–$164.15 per share
RSUs vested: 6,306 RSUs
+2 more
5 metrics
Shares sold
3,121 shares of Common Stock
Aggregate open-market sales on August 3, 2026 by Michael Xie
Sale price range
$160.04–$164.15 per share
Lowest and highest prices in the August 3, 2026 sales
RSUs vested
6,306 RSUs
Restricted Stock Units that vested and converted into Common Stock on August 1, 2026
Shares withheld for taxes
3,185 shares of Common Stock
Relinquished on August 1, 2026 to satisfy tax withholding on RSU vesting
Tax withholding price
$161.95 per share
Price for the 3,185-share tax withholding disposition on August 1, 2026
Key Terms
Rule 10b5-1 trading plan, restricted stock units ("RSUs"), Section 16b-3(e), grantor retained annuity trust
4 terms
Rule 10b5-1 trading plan regulatory
"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan"
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 ("RSUs") financial
"Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider stock sales did Fortinet (FTNT) CTO Michael Xie report?
Michael Xie reported open-market sales of 3,121 shares of Fortinet common stock on August 3, 2026, at weighted-average prices between $160.04 and $164.15 per share. These sales were executed under a Rule 10b5-1 trading plan.
How many Fortinet (FTNT) RSUs vested for Michael Xie on August 1, 2026?
On August 1, 2026, restricted stock units covering 6,306 shares of Fortinet common stock vested and converted. These RSUs are reported in three grants of 2,764, 2,242, and 1,300 units, each representing a right to one common share upon settlement.
What does Section 16b-3(e) mean in Michael Xie’s Fortinet (FTNT) Form 4?
Section 16b-3(e) is cited for the 3,185-share disposition used to pay tax liabilities from RSU vesting. The footnote explains all such shares were relinquished and cancelled in exchange for Fortinet paying the related federal and state tax withholding obligations.
What indirect Fortinet (FTNT) holdings does Michael Xie report?
The Form 4 notes indirect ownership of Fortinet common stock through several trusts, including a 2010 K.A. Family Trust, children’s trusts, and grantor retained annuity trusts for the benefit of Xie and his spouse, where he serves as trustee or beneficiary.