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  4. [Form 4] Fortinet, Inc. Insider Trading Activity

Fortinet, Inc. (FTNT) COO gains stock as RSUs vest, shares withheld for taxes

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

Rhea-AI Filing Summary

Fortinet, Inc. chief operating officer John Whittle reported the vesting of several restricted stock unit (RSU) grants on August 1, 2026, converting into 4,573 shares of common stock. Of these, 2,310 shares were relinquished and cancelled at $161.95 per share to cover tax withholding obligations.

Positive

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Negative

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Insider Whittle John
Role CHIEF OPERATING OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units F3, F1, F4, F5 1,608 $0.00 $0.00
Exercise Restricted Stock Units F3, F1, F6, F5 1,827 $0.00 $0.00
Exercise Restricted Stock Units F3, F1, F7, F5 1,138 $0.00 $0.00
Exercise Common Stock F1 1,608 $0.00 $0.00
Exercise Common Stock F1 1,827 $0.00 $0.00
Exercise Common Stock F1 1,138 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 2,310 $161.95 $374K
Holdings After Transaction: Restricted Stock Units — 25,555 shares (Direct); Common Stock — 96,987 shares (Direct)
Footnotes (7)
  1. F1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
  2. 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 RSUs.
  3. F3. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
  4. F4. 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.
  5. F5. RSUs do not expire; they either vest or are canceled prior to the vesting date.
  6. F6. 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.
  7. F7. 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.
RSUs vested into common stock 4573 shares Total underlying shares from RSU derivative exercises on August 1, 2026
Shares withheld for taxes 2310 shares Common shares relinquished and cancelled to satisfy tax withholding from RSU vesting
Tax withholding price $161.95 per share Per-share value applied to shares used to cover tax liability
RSU exercises reported 3 transactions Number of derivative RSU exercise/conversion transactions in the Form 4
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..."
Rule 16b-3 regulatory
"security issued in accordance with Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did FTNT COO John Whittle report on this Form 4?
John Whittle reported the vesting of three RSU grants on August 1, 2026, which converted into 4,573 shares of Fortinet common stock. The filing also shows 2,310 shares were relinquished and cancelled at $161.95 per share to satisfy related tax withholding obligations.

How many Fortinet (FTNT) shares did John Whittle receive from RSU vesting?
The Form 4 shows RSU vesting that converted into a total of 4,573 shares of Fortinet common stock for John Whittle. These shares arose from three separate RSU awards that vested on August 1, 2026, each previously granted as part of his equity compensation.

How many FTNT shares were used to cover John Whittle's tax obligations, and at what value?
The filing reports that 2,310 shares of Fortinet common stock were relinquished and cancelled to cover John Whittle’s tax withholding obligations, valued at $161.95 per share. This transaction is described as an exempt tax-withholding event under Section 16b-3(e).

What do the restricted stock units in Fortinet (FTNT) COO John Whittle's filing represent?
Each RSU reported represents a contingent right to receive one share of Fortinet common stock upon settlement. The notes explain that RSUs do not expire; they either vest or are canceled before vesting, depending on continued service and plan conditions.

What are the vesting schedules for the RSUs in John Whittle's FTNT Form 4?
For three RSU grants, 25% vested on February 1 of 2024, 2025, and 2026 respectively. The remaining 75% of each grant vests in equal quarterly installments thereafter, subject to continued service, with common shares delivered upon settlement of vested units.
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).
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 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 OPERATING OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026		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 Stock08/01/2026M(1)1,608A$096,332D
Common Stock08/01/2026M(1)1,827A$098,159D
Common Stock08/01/2026M(1)1,138A$099,297D
Common Stock08/01/2026F(2)2,310D$161.9596,987D
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
Restricted Stock Units$0(3)08/01/2026M(1)1,608 (4) (5)Common Stock1,608$03,217D
Restricted Stock Units$0(3)08/01/2026M(1)1,827 (6) (5)Common Stock1,827$010,961D
Restricted Stock Units$0(3)08/01/2026M(1)1,138 (7) (5)Common Stock1,138$011,377D
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 RSUs.
3. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
4. 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.
5. RSUs do not expire; they either vest or are canceled prior to the vesting date.
6. 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.
7. 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.
/s/ Robert Turner, by power of attorney08/04/2026
** 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)

Source: View Original Filing on SEC EDGAR