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  4. [Form 4] Fortinet, Inc. Insider Trading Activity

Fortinet, Inc. (FTNT) CTO Michael Xie reports 35,000-share stock gifts

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

Rhea-AI Filing Summary

Fortinet, Inc. director and VP of Engineering & CTO Michael Xie reported two bona fide gifts of common stock totaling 35,000 shares on September 8, 2025, recorded at $0.00 per share. After these transfers he holds 9,695,560 shares directly and 40,485,995 shares indirectly through family and grantor retained annuity trusts.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine insider stock sales executed under a pre-established 10b5-1 plan; no new material disclosures.

The Form 4 shows the CEO-level technologist and director executed two stock dispositions totaling 35,000 shares on 09/08/2025 under a Rule 10b5-1 plan adopted 12/10/2024. Reported weighted sale price ranges were approximately $97.70–$99.33. The filing lists substantial remaining direct and indirect holdings across multiple trusts, indicating continuing significant ownership. From a financial perspective, these are scheduled plan sales rather than opportunistic disclosures, so they do not alone imply new information about company operations or performance.

TL;DR: Disclosure aligns with good governance: sales executed under a documented 10b5-1 plan and power-of-attorney filing is properly signed.

The Form 4 identifies a Rule 10b5-1 plan adoption date and records sales executed pursuant to that plan, which supports an affirmative defense for insider trading. The signature block shows filing by power of attorney. Multiple indirect holdings are disclosed through trusts, meeting transparency expectations. No amendments or atypical transactions are shown, and the filing contains required explanations of trust ownership.

Insider Xie Michael
Role VP, ENGINEERING & CTO
Type Security Shares Price Value
Gift Common Stock 5,000 $0.00 $0.00
Gift Common Stock 30,000 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Comon Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 9,695,560 shares (Direct); Common Stock — 40,485,995 shares (Indirect, By trust); Comon Stock — 5,513,505 shares (Indirect, By trust)
Footnotes (8)
  1. F1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.
  2. F2. Represents the weighted average sale price. The lowest price at which shares were sold was $97.70 and the highest price at which shares were sold was $98.69.
  3. F3. Represents the weighted average sale price. The lowest price at which shares were sold was $98.70 and the highest price at which shares were sold was $99.33.
  4. F4. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
  5. F5. 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.
  6. F6. 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.
  7. F7. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
  8. F8. These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
Gifted shares 35,000 shares Total bona fide gifts of Fortinet common stock on September 8, 2025
Direct holdings after transaction 9,695,560 shares Common stock held directly by Michael Xie after reported gifts
Indirect holdings after transaction 40,485,995 shares Common stock held indirectly by trust after reported gifts
Gift transaction count 2 Number of bona fide gift transactions of common stock on September 8, 2025
Gift price per share $0.00 Reported transaction price per share for both bona fide gift transfers
bona fide gift financial
"transaction_code_description: "Bona fide gift" for common stock transfers."
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.
Rule 10b5-1 trading plan regulatory
"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average sale price financial
"Represents the weighted average sale price; the lowest price was $97.70 and the highest was $98.69."
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" with nature_of_ownership reported as "By trust"."

FAQ

What insider transaction did Michael Xie report for FTNT?
Michael Xie, Fortinet’s VP of Engineering & CTO and a director, reported two bona fide gifts of 35,000 common shares on September 8, 2025 at $0.00 per share. Following these transfers, he reported holdings of 9,695,560 shares directly and 40,485,995 indirectly.

How many Fortinet (FTNT) shares did Michael Xie gift?
He gifted a total of 35,000 Fortinet common shares, in two separate bona fide gift transactions of 5,000 and 30,000 shares on September 8, 2025. Both gifts were recorded at $0.00 per share, reflecting transfers without sale proceeds.

What are Michael Xie’s direct and indirect FTNT holdings after the gifts?
After the reported gifts, Michael Xie holds 9,695,560 Fortinet common shares directly and 40,485,995 shares indirectly. The indirect holdings are reported as owned by trust, including various family and grantor retained annuity trusts associated with him and his spouse.

Were Michael Xie’s FTNT transactions market sales or purchases?
The reported transactions for FTNT were bona fide gifts of common stock, not market purchases or sales. Each gift was recorded at $0.00 per share, and additional entries on the same date simply reflect holding positions in trust-owned shares rather than new trades.

How are Michael Xie’s indirect FTNT holdings structured?
Michael Xie’s indirect holdings in FTNT, totaling 40,485,995 shares, are reported as held by trust. Footnotes describe multiple family and children’s trusts and grantor retained annuity trusts where he or his spouse serve as trustees, indicating trust-based ownership rather than direct personal holding.

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Form 4 Insider Transactions: What Each Field Means →
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 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)
VP, ENGINEERING & CTO
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025
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 09/08/2025 G(1) 5,000 D $0(2) 9,725,560 D
Common Stock 09/08/2025 G(1) 30,000 D $0(3) 9,695,560 D
Common Stock 19,825,614 I By trust(4)
Common Stock 5,513,505 I By trust(5)
Comon Stock 5,513,505 I By trust(6)
Common Stock 7,573,438 I By trust(7)
Common Stock 7,573,438 I By trust(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
Explanation of Responses:
1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.
2. Represents the weighted average sale price. The lowest price at which shares were sold was $97.70 and the highest price at which shares were sold was $98.69.
3. Represents the weighted average sale price. The lowest price at which shares were sold was $98.70 and the highest price at which shares were sold was $99.33.
4. These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
5. 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.
6. 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.
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.
/s/ Robert Turner, by power of attorney 09/09/2025
** 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.

Source: View Original Filing on SEC EDGAR