Fortinet (FTNT) CEO Ken Xie sells stock after option exercise, awards vest

Rhea-AI Filing Summary

Fortinet, Inc. President & CEO Ken Xie reported multiple equity award transactions and share sales. On February 2, 2026, he exercised a nonqualified stock option for 134,880 shares of common stock at $16.898 per share, then sold three blocks of common stock totaling 80,392 shares at a weighted average of $81.057, 94,170 shares at $81.7179, and 1,175 shares at $82.3304, pursuant to a Rule 10b5-1 trading plan.

On February 1, 2026, restricted stock units and performance stock units vested, resulting in issuances of 6,020, 6,260, 4,558, 9,101, and 62,109 common shares, and 42,685 shares were withheld at $81.26 to cover tax obligations. After these transactions, he directly owned 51,396,385 common shares, with additional indirect holdings through trusts and a spouse.

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

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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^*

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)
02/01/2026

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
Common Stock	02/01/2026		M(1)		6,020	A	$0	51,397,899	D
Common Stock	02/01/2026		M(1)		6,260	A	$0	51,404,159	D
Common Stock	02/01/2026		M(1)		4,558	A	$0	51,408,717	D
Common Stock	02/01/2026		M(1)		9,101	A	$0	51,417,818	D
Common Stock	02/01/2026		M(1)		62,109	A	$0	51,479,927	D
Common Stock	02/01/2026		F(2)		42,685	D	$81.26	51,437,242	D
Common Stock	02/02/2026		M		134,880	A	$16.898	51,572,122	D
Common Stock	02/02/2026		S(3)		80,392	D	$81.057(4)	51,491,730	D
Common Stock	02/02/2026		S(3)		94,170	D	$81.7179(5)	51,397,560	D
Common Stock	02/02/2026		S(3)		1,175	D	$82.3304(6)	51,396,385	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

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)	02/01/2026		M(1)			6,020	(10)	(11)	Common Stock	6,020	$0	0	D
Restricted Stock Units	$0(9)	02/01/2026		M(1)			6,260	(12)	(11)	Common Stock	6,260	$0	25,040	D
Restricted Stock Units	$0(9)	02/01/2026		M(1)			4,558	(13)	(11)	Common Stock	4,558	$0	36,461	D
Restricted Stock Units	$0(9)	02/01/2026		M(1)			9,101	(14)	(11)	Common Stock	9,101	$0	27,304	D
Performance Stock Units	$0(9)	02/01/2026		M(1)			62,109	(15)	(11)	Common Stock	62,109	$0	0	D
Nonqualified Stock Option (right to buy)	$16.898	02/02/2026		M			134,880	(16)	02/21/2026	Common Stock	134,880	$0	0	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") 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 9, 2024.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $80.31 and the highest price at which shares were sold was $81.30.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $81.31 and the highest price at which shares were sold was $82.30.

6. Reepresents the weighted average sale price. The lowest price at which shares were sold was $82.31 and the highest price at which shares were sold was $82.36.

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 and PSU 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 and PSUs 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 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.

14. 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 vesting.

15. 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.

16. The options are fully vested.

	/s/ Robert Turner, by power of attorney	02/03/2025
	** 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).
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FAQ

What insider transactions did Fortinet (FTNT) CEO Ken Xie report?

Ken Xie reported equity award vesting, an option exercise, tax withholding, and open-market sales. He exercised 134,880 options, received shares from RSU and PSU vesting, had 42,685 shares withheld for taxes, and sold three blocks of stock under a Rule 10b5-1 plan.

How many Fortinet shares did Ken Xie sell in this Form 4 filing?

Ken Xie sold three blocks of Fortinet common stock on February 2, 2026. The transactions covered 80,392 shares at a weighted average price of $81.057, 94,170 shares at $81.7179, and 1,175 shares at $82.3304, all under a pre-established Rule 10b5-1 trading plan.

What stock awards vested for Fortinet CEO Ken Xie on February 1, 2026?

Multiple RSU and PSU awards vested for Ken Xie on February 1, 2026. Vesting covered grants delivering 6,020, 6,260, 4,558, 9,101, and 62,109 shares of Fortinet common stock, reflecting previously granted restricted stock units and performance stock units settling into shares.

Why were 42,685 Fortinet shares withheld from Ken Xie in this report?

42,685 shares were withheld to cover tax obligations from award vesting. The filing describes an exempt transaction where shares were relinquished and cancelled in exchange for Fortinet agreeing to pay federal and state tax withholding, valued at a price of $81.26 per share.

How many Fortinet shares does Ken Xie own after these transactions?

After the reported trades, Ken Xie directly held 51,396,385 Fortinet common shares. The filing also lists additional indirect ownership of common stock held by grantor retained annuity trusts for his benefit and his spouse, and by his spouse individually.

Were Ken Xie’s Fortinet stock sales made under a 10b5-1 plan?

Yes, the reported sales were executed under a Rule 10b5-1 trading plan. A footnote explains that the open-market transactions on February 2, 2026 were carried out pursuant to a trading plan Ken Xie adopted on December 9, 2024.