FTNT Form 4: James G. Stavridis receives 2,597 RSUs with mid-2026 vesting

Rhea-AI Filing Summary

James G. Stavridis, a director of Fortinet, Inc. (FTNT), reported receipt of 2,597 restricted stock units (RSUs) on 08/20/2025 in a Form 4 filed 08/21/2025. Each RSU represents a contingent right to one share of common stock upon settlement and carries a $0 per-share exercise/conversion price. The RSUs vest in substantially equal increments on 09/30/2025, 12/31/2025, 03/31/2026, and the earlier of 06/30/2026 or the date immediately preceding Fortinet’s 2026 annual meeting, subject to continued service. The RSUs do not expire and will be delivered as common stock upon vesting.

Positive

• 2,597 RSUs granted to Director James G. Stavridis is explicitly reported
• Clear vesting schedule provided: 09/30/2025, 12/31/2025, 03/31/2026, and earlier of 06/30/2026 or the day before the 2026 annual meeting
• RSUs settle into common stock with a $0 conversion price and are stated to have no expiration

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received time-based RSUs that vest over four dates through mid-2026, aligning compensation with continued service.

The reported grant of 2,597 RSUs to a director is a routine equity award structure used to retain and align non-employee directors with shareholder interests. The grant vests in substantially equal increments across four specified dates through the earlier of June 30, 2026 or the day before the 2026 annual meeting, contingent on service. Because RSUs convert to common stock at $0 upon settlement, they represent full-share delivery rather than a discounted purchase right. For governance review, this is a standard, service-conditioned retention award with no stated performance conditions.

Securities/Compensation Analyst

TL;DR: A modest-sized RSU grant was reported; terms are time-based with settlement in shares and no expiration noted.

This Form 4 documents a time-vested equity award totaling 2,597 RSUs, each convertible into one share of Fortinet common stock upon vesting. The reporting person is identified as a director and the form indicates a single reporting person filing. The award price is reported as $0, consistent with standard RSU mechanics where shares are delivered without a purchase price. The disclosure contains clear vesting dates and confirms RSUs do not expire, which simplifies future accounting and proxy disclosure considerations.

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^*

STAVRIDIS JAMES G.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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(1)	08/20/2025		A		2,597		(2)	(3)	Common Stock	2,597	$0	2,597	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement.

2. The RSUs will vest in substantially equal increments on each of September 30, 2025, December 31, 2025, March 31, 2026, and the earlier of (i) June 30, 2026 and (ii) the date immediately preceding the Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.

3. RSUs do not expire; they either vest or are canceled prior to vest date

	/s/ Robert Turner, by power of attorney	08/21/2025
	** 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 Fortinet director James G. Stavridis receive on 08/20/2025 (FTNT)?

He was granted 2,597 restricted stock units (RSUs), reported on a Form 4 filed 08/21/2025.

When do the 2,597 RSUs awarded to James G. Stavridis vest?

They vest in substantially equal increments on 09/30/2025, 12/31/2025, 03/31/2026, and the earlier of 06/30/2026 or the date immediately preceding Fortinet's 2026 annual meeting, subject to continued service.

What does each RSU represent in the Fortinet Form 4?

Each RSU represents a contingent right to receive one share of Fortinet common stock upon settlement.

Is there any purchase price for the RSUs granted to the director?

The Form 4 reports a $0 price, consistent with RSUs that convert to shares upon vesting without a purchase price.

Do the RSUs granted to James G. Stavridis expire?

The filing states the RSUs do not expire; they either vest or are canceled prior to the vest date.