FTNT Form 4: Janet Napolitano Granted 2,597 Restricted Stock Units

Rhea-AI Filing Summary

Janet Napolitano, a director of Fortinet, Inc. (FTNT), was granted 2,597 restricted stock units (RSUs) on 08/20/2025. Each RSU converts to one share of common stock upon settlement and was reported as having a $0 purchase 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 before Fortinet's 2026 annual meeting, provided Ms. Napolitano continues to provide services on each vesting date. Following vesting, shares will be delivered to the reporting person. The Form 4 was signed by Robert Turner by power of attorney on 08/21/2025.

Insights

Corporate Governance Expert

TL;DR: A routine director equity grant with service-based vesting; no cash outlay and settlement into common shares upon vesting.

The filing documents a standard equity-based compensation award to a director: 2,597 RSUs that convert one-for-one into common shares when they vest. Vesting is tied to continued service on specified dates through mid-2026, which aligns the director's incentives with shareholder interests over the vesting period. There are no unusual terms disclosed such as performance conditions, accelerated vesting triggers, or cash payments. The transaction was reported under Section 16 via Form 4 and executed by power of attorney, which is common for timely reporting.

Securities/Insider Trading Analyst

TL;DR: Transaction is a non-derivative, non-cash award reported promptly; immaterial market impact expected.

The reported grant is an award of restricted stock units to an insider and is recorded as a zero-price acquisition because RSUs represent contingent claims to shares rather than open-market purchases. The filing discloses the full vesting schedule and the resulting beneficial ownership of 2,597 shares upon settlement. From a disclosure and compliance perspective, the Form 4 contains required details and was signed via power of attorney the day after the transaction date, indicating timely reporting. There is no indication of sales, option exercises, or other transactions that would immediately affect share supply.

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).

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^*

Napolitano Janet

(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.
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