STOCK TITAN

Fortinet (FTNT) CTO Michael Xie gifts 11.7M shares via family trusts

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

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.

Positive

  • None.

Negative

  • None.
Insider Xie Michael
Role VP, ENGINEERING & CTO
Type Security Shares Price Value
Gift Common Stock 2,927,294 $0.00 --
Gift Common Stock 2,927,294 $0.00 --
Gift Common Stock 2,927,294 $0.00 --
Gift Common Stock 2,927,294 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 4,646,144 shares (Indirect, By Trust); Common Stock — 9,927,517 shares (Direct, null)
Footnotes (1)
  1. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse. 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. 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.
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
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.
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).
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)
XDirector10% Owner
XOfficer (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)
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 Stock05/19/2026G2,927,294D$04,646,144IBy Trust(1)
Common Stock05/19/2026G2,927,294A$022,752,908IBy trust(2)
Common Stock05/19/2026G2,927,294D$04,646,144IBy Trust(3)
Common Stock05/19/2026G2,927,294A$025,680,202IBy trust(2)
Common Stock9,927,517D
Common Stock5,513,505IBy trust(4)
Common Stock5,513,505IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 attorney05/20/2026
** 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)

FAQ

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.