Fortinet Insider Filing: CTO Michael Xie Disposes 35,000 Shares via 10b5-1

Rhea-AI Filing Summary

Fortinet insider sales under 10b5-1 plan. Michael Xie, Fortinet VP, Engineering & CTO and a company director, reported sales of common stock on 09/08/2025 effected under a Rule 10b5-1 trading plan adopted 12/10/2024. The report shows two dispositions totaling 35,000 shares sold (5,000 and 30,000 shares) for weighted average prices of $97.70–$98.69 and $98.70–$99.33, respectively. Following the reported sales, two filings list his direct beneficial ownership at 9,725,560 and 9,695,560 shares. Several indirect holdings are disclosed across trusts and grantor retained annuity trusts, with amounts ranging from 5,513,505 to 19,825,614 shares.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan, providing procedural transparency
• Comprehensive disclosure of indirect holdings via multiple trusts and grantor retained annuity trusts
• Form signed via power of attorney, indicating a completed filing process

Negative

• Disposition of 35,000 shares reduced direct holdings (5,000 and 30,000 shares sold) on 09/08/2025
• Weighted average sale prices ranged up to $99.33, indicating realized cash proceeds but no price or dollar totals are provided

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

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
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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.

FAQ

What did Fortinet (FTNT) insider Michael Xie report on Form 4?

Michael Xie reported sales of 35,000 shares of Fortinet common stock on 09/08/2025 executed under a Rule 10b5-1 plan.

Were the insider sales for FTNT part of a pre-established trading plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/10/2024.

How many shares does Michael Xie directly and indirectly beneficially own according to the filing?

Direct ownership reported after the sales is listed as 9,725,560 and 9,695,560 shares; indirect holdings are disclosed as 19,825,614; 5,513,505; 5,513,505; 7,573,438; and 7,573,438 shares across trusts.

What price range did the FTNT shares sell for according to the Form 4?

Weighted average sale price ranges: the 5,000-share sale ranged from $97.70 to $98.69; the 30,000-share sale ranged from $98.70 to $99.33.

Who signed the Form 4 for the reporting person?

The form was signed by Robert Turner by power of attorney on 09/09/2025 on behalf of the reporting person.