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Fortinet COO surrenders 2,309 shares for taxes

The RSU awards had separate vesting schedules beginning in 2024, 2025 and 2026, each subject to continued service on vesting dates.

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Form Type
4

Rhea-AI Filing Summary

Fortinet, Inc. Chief Operating Officer John Whittle reported vesting of 1,608, 1,826 and 1,138 RSUs and acquisition of the corresponding common shares on November 1, 2026. He relinquished 2,309 shares at a reported price of $136.08 per share; Fortinet cancelled those shares in exchange for its agreement to pay federal and state tax withholding obligations resulting from the RSU vesting.

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 1,826 $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 1,826 $0.00 $0.00
Exercise Common Stock F1 1,138 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 2,309 $136.08 $314K
Holdings After Transaction: Restricted Stock Units — 20,983 contracts (Direct); Common Stock — 99,250 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 1,608 RSUs Reported November 1, 2026; 25% of this award vested February 1, 2024.
RSUs vested 1,826 RSUs Reported November 1, 2026; 25% of this award vested February 1, 2025.
RSUs vested 1,138 RSUs Reported November 1, 2026; 25% of this award vested February 1, 2026.
Shares relinquished for tax withholding 2,309 shares November 1, 2026.
Reported price per share $136.08 per share Shares relinquished for tax withholding on November 1, 2026.
Restricted Stock Units financial
"Vesting of restricted stock units ("RSUs") previously granted"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e)"
tax withholding obligations financial
"pay federal and state tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did John Whittle surrender for taxes in FTNT's Form 4?

John Whittle relinquished 2,309 Fortinet shares at a reported price of $136.08 per share, and Fortinet cancelled them in exchange for its agreement to pay his federal and state tax withholding obligations resulting from the RSU vesting.

What were the vesting schedules for John Whittle's FTNT RSUs?

The three awards had 25% vest on February 1, 2024, February 1, 2025 and February 1, 2026, respectively. For each award, the remaining 75% was scheduled to vest in equal installments on quarterly anniversaries, subject to John Whittle providing service to Fortinet on each vesting date.

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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)
11/01/2026
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 Stock11/01/2026M(1)1,608A$098,595D
Common Stock11/01/2026M(1)1,826A$0100,421D
Common Stock11/01/2026M(1)1,138A$0101,559D
Common Stock11/01/2026F(2)2,309D$136.0899,250D
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)11/01/2026M(1)1,608 (4) (5)Common Stock1,608$01,609D
Restricted Stock Units$0(3)11/01/2026M(1)1,826 (6) (5)Common Stock1,826$09,135D
Restricted Stock Units$0(3)11/01/2026M(1)1,138 (7) (5)Common Stock1,138$010,239D
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 attorney11/03/2026
** 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)

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