Fortinet CTO reports 11.7M-share gift transfers

Fortinet, Inc. VP, Engineering & CTO Michael Xie reported several non-market gifts of Fortinet common stock held through family trusts.

Rhea-AI Filing Summary

Fortinet, Inc. VP, Engineering & CTO Michael Xie reported several non-market gifts of Fortinet common stock held through family trusts. The Form 4 shows four bona fide gift transactions totaling 11,709,176 shares of common stock, all coded as gifts and executed at a price of $0.00 per share, meaning no sale proceeds were received.

The gifted shares were held indirectly through various trusts, including grantor retained annuity trusts benefiting Xie and his spouse and children’s trusts where he and his spouse serve as trustees. After these transactions, Xie continues to report significant ownership, including 9,927,517 shares held directly and large remaining indirect positions through the trusts, indicating these transfers are estate- and family-planning moves rather than open-market selling.

Insider Trade Summary 10b5-1

11,709,176 shares gifted

Gift 7 txns

Insider Xie Michael

Role VP, ENGINEERING & CTO

Type	Security	Shares	Price	Value
Gift	Common Stock	2,927,294	$0.00	$0.00
Gift	Common Stock	2,927,294	$0.00	$0.00
Gift	Common Stock	2,927,294	$0.00	$0.00
Gift	Common Stock	2,927,294	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 36,707,212 shares (Indirect, By trust); Common Stock — 9,927,517 shares (Direct)

Footnotes (5)

1. F1. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
2. F2. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
3. F3. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
4. F4. These securities are held by the KAXX Trust under the K.A. Children's Trust dated February 9, 2011, for which the Reporting Person and his spouse serve as trustees.
5. F5. These securities are held by the KAJJ Trust under the K.A. Children's Trust dated February 9, 2011, for which the Reporting Person and his spouse serve as trustees.

Key Figures

Gifted shares: 11,709,176 shares Per-gift transaction size: 2,927,294 shares Gift price: $0.00 per share +5 more

8 metrics

Gifted shares 11,709,176 shares Total bona fide gifts of common stock

Per-gift transaction size 2,927,294 shares Shares in each G-coded gift

Gift price $0.00 per share Reported price for G-coded gifts

Direct holdings after transactions 9,927,517 shares Direct common stock held by Michael Xie

Indirect trust holding A 25,680,202 shares Common stock held indirectly by trust

Indirect trust holding B 22,752,908 shares Common stock held indirectly by trust

Gift transactions count 4 Number of G-coded bona fide gifts

Holding entries 3 Non-transactional holding records in summary

Key Terms

bona fide gift, grantor retained annuity trust, indirect ownership, children's trust, +1 more

5 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift" for each G-coded entry"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

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.

indirect ownership financial

"ownership_type: "indirect" and nature_of_ownership: "By trust""

children's trust financial

"KAXX Trust under the K.A. Children's Trust dated February 9, 2011"

Form 4 regulatory

"INSIDER FILING DATA (Form 4): { "issuerName": "Fortinet, Inc.""

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What did Fortinet (FTNT) executive Michael Xie report in this Form 4?

Michael Xie reported several non-market transactions involving Fortinet common stock. The Form 4 primarily discloses four bona fide gifts of indirectly held shares through family trusts, plus updated direct and indirect share balances after these transfers.

How many Fortinet (FTNT) shares did Michael Xie gift according to this filing?

The filing shows that family trusts associated with Michael Xie completed bona fide gifts totaling 11,709,176 Fortinet common shares. Each gift transaction involved 2,927,294 shares, and all were coded as gifts with a reported transaction price of $0.00 per share.

Are Michael Xie’s Fortinet (FTNT) transactions in this Form 4 open-market sales?

No, the reported transactions are bona fide gifts, not market sales. The Form 4 uses transaction code G, with a $0.00 per-share price, indicating transfers to family trusts without sale proceeds rather than open-market selling activity.

How many Fortinet (FTNT) shares does Michael Xie hold directly after these transactions?

After the reported transactions, Michael Xie’s direct holding is 9,927,517 shares of Fortinet common stock. This figure is shown as the total shares following the direct ownership entry and reflects his personal, non-trust position reported in the Form 4.

What types of entities hold the gifted Fortinet (FTNT) shares in this Form 4?

The gifted shares are held by several family trusts, including grantor retained annuity trusts benefiting Michael Xie or his spouse and children’s trusts where he and his spouse serve as trustees. These structures indicate estate and family-planning oriented ownership.

Does this Fortinet (FTNT) Form 4 indicate remaining indirect holdings for Michael Xie?

Yes. After the gifts, the Form 4 reports large remaining indirect positions through trusts, including entries showing 25,680,202 and 22,752,908 Fortinet shares held by trusts, alongside other indirect balances. These reflect continued substantial trust-based ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 06:22 PM Learn about SEC filing dates

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 Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, ENGINEERING & CTO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		G		2,927,294	D	$0	4,646,144	I	By Trust(1)
Common Stock	05/19/2026		G		2,927,294	A	$0	22,752,908	I	By trust(2)
Common Stock	05/19/2026		G		2,927,294	D	$0	4,646,144	I	By Trust(3)
Common Stock	05/19/2026		G		2,927,294	A	$0	25,680,202	I	By trust(2)
Common Stock								9,927,517	D
Common Stock								5,513,505	I	By trust(4)
Common Stock								5,513,505	I	By trust(5)

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

Explanation of Responses:

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

2. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

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

4. These securities are held by the KAXX Trust under the K.A. Children's Trust dated February 9, 2011, for which the Reporting Person and his spouse serve as trustees.

5. These securities are held by the KAJJ Trust under the K.A. Children's Trust dated February 9, 2011, for which the Reporting Person and his spouse serve as trustees.

	/s/ Robert Turner, by power of attorney	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)