[Form 4] Fortinet, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Standard BioTools (LAB) filed a Form 4 reporting that President & CEO Michael Egholm was granted 3,000,000 Restricted Stock Units (RSUs) on 01-Aug-2025 at no cost (Transaction Code “A”). Vesting is service-based: 25 % vests on 01-Aug-2026 and the remaining 75 % vests in three equal annual installments through 2029. Following the award, Egholm’s direct beneficial ownership rises to 5,736,285 shares, which includes 5,000 shares previously acquired via the company’s Employee Stock Purchase Plan. No shares were sold and no derivative transactions were reported, making the filing a pure incentive grant. While the award strengthens management–shareholder alignment over the long term, settlement of the RSUs will add to the share count and could be dilutive once the units convert to common stock.

Insights

Corporate Governance Analyst

TL;DR: Large CEO RSU grant aligns incentives but introduces future dilution; overall governance-neutral, moderately impactful.

The 3 million-share RSU package is substantial for a single insider and signals the board’s intent to retain leadership through a four-year horizon. The absence of performance conditions limits pay-for-performance rigor, but the extended vesting delays share issuance and ties value creation to sustained tenure. Investors should watch future proxy filings for added disclosure on total share-based compensation and dilution caps.

Portfolio Manager

TL;DR: Equity award increases insider stake; neutral-to-slightly positive sentiment, limited immediate trading signal.

The grant lifts Egholm’s ownership to 5.74 million shares, reinforcing confidence in management’s commitment. Because no shares were bought on the open market, the filing lacks a direct bullish signal on current valuation. Potential dilution is a consideration, but timing is spread over several years, minimizing near-term EPS impact. Overall, the event is noteworthy yet not thesis-changing.

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

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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).

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 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)
08/01/2025

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
Common Stock	08/01/2025		M(1)		6,015	A	$0	51,397,894	D
Common Stock	08/01/2025		M(1)		6,260	A	$0	51,404,154	D
Common Stock	08/01/2025		M(1)		4,558	A	$0	51,408,712	D
Common Stock	08/01/2025		F(2)		8,347	D	$97.36	51,400,365	D
Common Stock	08/04/2025		M		150,000	A	$16.898	51,550,365	D
Common Stock	08/04/2025		S(3)		4,900	D	$97.3533(4)	51,545,465	D
Common Stock	08/04/2025		S(3)		129,209	D	$98.4383(5)	51,416,256	D
Common Stock	08/04/2025		S(3)		24,377	D	$98.9353(6)	51,391,879	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(8)

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)	08/01/2025		M(1)			6,015	(10)	(11)	Common Stock	6,015	$0	12,035	D
Restricted Stock Units	$0(9)	08/01/2025		M(1)			6,260	(12)	(11)	Common Stock	6,260	$0	37,560	D
Restricted Stock Units	$0(9)	08/01/2025		M(1)			4,558	(13)	(11)	Common Stock	4,558	$0	45,576	D
Nonqualified Stock Option (right to buy)	$16.898	08/04/2025		M			150,000	(14)	02/21/2026	Common Stock	150,000	$0	284,880	D

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. 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 $96.69 and the highest price at which shares were sold was $97.66. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (4), (5) and (6) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $97.71 and the highest price at which shares were sold was $98.70.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $98.71 and the highest price at which shares were sold was $99.32

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 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 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 will vest 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. 1/4 of the shares subject to the option vested on February 21, 2020 and 1/48 of the shares subject to the option vest monthly thereafter.

	/s/ Robert Turner, by power of attorney	08/05/2025
	** Signature of Reporting Person	Date
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