FTNT insider filing: CEO exercises 150k options and sells shares

Rhea-AI Filing Summary

Fortinet (FTNT) President & CEO reported insider transactions on Form 4. On 11/01/2025, RSUs vested (6,015; 6,260; 4,557), and 8,347 shares were withheld to cover taxes at $86.43. On 11/03/2025, he exercised 150,000 stock options at $16.898 and executed sales under a Rule 10b5‑1 plan adopted on December 9, 2024: 40,471 shares at a weighted average price of $85.496, 57,868 at $86.3647, and 60,146 at $87.3295.

Following these transactions, he beneficially owned 51,391,879 shares directly. Additional holdings are reported indirectly by trusts and spouse.

Insider Trade Summary

Net Seller: 158,485 shares ($13,710,381)

Net Sell 15 txns

Insider Xie Ken

Role PRESIDENT & CEO

Sold 158,485 shs ($13.71M)

Type	Security	Shares	Price	Value
Exercise	Nonqualified Stock Option (right to buy)	150,000	$0.00	--
Exercise	Common Stock	150,000	$16.898	$2.53M
Sale	Common Stock	40,471	$85.496	$3.46M
Sale	Common Stock	57,868	$86.3647	$5.00M
Sale	Common Stock	60,146	$87.3295	$5.25M
Exercise	Restricted Stock Units	6,015	$0.00	--
Exercise	Restricted Stock Units	6,260	$0.00	--
Exercise	Restricted Stock Units	4,557	$0.00	--
Exercise	Common Stock	6,015	$0.00	--
Exercise	Common Stock	6,260	$0.00	--
Exercise	Common Stock	4,557	$0.00	--
Tax Withholding	Common Stock	8,347	$86.43	$721K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Nonqualified Stock Option (right to buy) — 134,880 shares (Direct); Common Stock — 51,550,364 shares (Direct); Restricted Stock Units — 6,020 shares (Direct); Common Stock — 3,243,799 shares (Indirect, By trust)

Footnotes (1)

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 RSUs. 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 $84.88 and the highest price at which shares were sold was $85.87. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $85.88 and the highest price at which shares were sold was $86.87. Represents the weighted average sale price. The lowest price at which shares were sold was $86.89 and the highest price at which shares were sold was $87.63 These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse. 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, 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. RSUs do not expire; they either vest or are canceled prior to the vesting date. 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. 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. 1/4 of the shares subject to the option vested on February 21, 2020 and 1/48 of the shares subject to the option vest monthly thereafter.

Form 4 Insider Transactions: What Each Field Means →

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 Ken

(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)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

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	11/01/2025		M(1)		6,015	A	$0	51,397,894	D
Common Stock	11/01/2025		M(1)		6,260	A	$0	51,404,154	D
Common Stock	11/01/2025		M(1)		4,557	A	$0	51,408,711	D
Common Stock	11/01/2025		F(2)		8,347	D	$86.43	51,400,364	D
Common Stock	11/03/2025		M		150,000	A	$16.898	51,550,364	D
Common Stock	11/03/2025		S(3)		40,471	D	$85.496(4)	51,509,893	D
Common Stock	11/03/2025		S(3)		57,868	D	$86.3647(5)	51,452,025	D
Common Stock	11/03/2025		S(3)		60,146	D	$87.3295(6)	51,391,879	D
Common Stock								3,243,799	I	By trust(7)
Common Stock								3,243,799	I	By trust(8)
Common Stock								2,314,268	I	By Spouse(8)

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(9)	11/01/2025		M(1)			6,015	(10)	(11)	Common Stock	6,015	$0	6,020	D
Restricted Stock Units	$0(9)	11/01/2025		M(1)			6,260	(12)	(11)	Common Stock	6,260	$0	31,300	D
Restricted Stock Units	$0(9)	11/01/2025		M(1)			4,557	(13)	(11)	Common Stock	4,557	$0	41,019	D
Nonqualified Stock Option (right to buy)	$16.898	11/03/2025		M			150,000	(14)	02/21/2026	Common Stock	150,000	$0	134,880	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 RSUs.

3. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2024.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $84.88 and the highest price at which shares were sold was $85.87. 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 $85.88 and the highest price at which shares were sold was $86.87.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $86.89 and the highest price at which shares were sold was $87.63

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

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

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

10. 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.

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

12. 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.

13. 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.

14. 1/4 of the shares subject to the option vested on February 21, 2020 and 1/48 of the shares subject to the option vest monthly thereafter.

	/s/ Robert Turner, by power of attorney	11/04/2025
	** 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

What did FTNT’s CEO report on the latest Form 4?

He reported RSU vesting, tax-withholding share surrender, an option exercise, and open-market sales under a Rule 10b5-1 plan.

How many options did the FTNT CEO exercise and at what price?

He exercised 150,000 options at an exercise price of $16.898 on 11/03/2025.

What were the FTNT CEO’s reported sale quantities and prices?

Sales were 40,471 at $85.496, 57,868 at $86.3647, and 60,146 at $87.3295 on 11/03/2025 (weighted averages).

Were the FTNT stock sales under a 10b5-1 plan?

Yes. The transactions were effected under a Rule 10b5-1 plan adopted on December 9, 2024.

How many FTNT shares does the CEO beneficially own directly after these trades?

He beneficially owned 51,391,879 shares directly following the reported transactions.

What RSUs vested for the FTNT CEO?

RSUs of 6,015, 6,260, and 4,557 vested on 11/01/2025; each RSU represents one share upon settlement.

Were shares withheld for taxes on the FTNT CEO’s vesting?

Yes. 8,347 shares were withheld at $86.43 to satisfy tax obligations related to RSU vesting.