FTNT Form 4: Jean X. Hu receives 2,597 RSUs with quarterly vesting

Rhea-AI Filing Summary

Fortinet director Jean X. Hu received a grant of 2,597 restricted stock units (RSUs) on 08/20/2025. Each RSU converts to one share of Fortinet common stock at settlement and carries a $0 per-share price. Following the grant, the reporting person beneficially owns 2,597 shares directly. The RSUs vest in substantially equal increments on September 30, 2025; December 31, 2025; March 31, 2026; and the earlier of June 30, 2026 or the day before Fortinet’s 2026 annual meeting, provided the reporting person continues service. The Form 4 was signed by power of attorney on 08/21/2025.

Positive

• Grant of 2,597 RSUs increases director alignment with shareholders through equity ownership
• Time-based vesting schedule provides clear, short-term retention incentives with settlement in common stock
• RSUs settle at $0 price, meaning no cash exercise required for conversion to shares

Negative

• None.

Insights

Corporate Governance Expert

Routine director equity award with standard time-based vesting; not a signal of material change.

The grant of 2,597 RSUs to a director is consistent with typical board compensation practices and aligns the director’s economic interests with shareholders through time-based vesting. The award vests in four substantially equal installments over a short period ending by mid-2026 or the annual meeting, which suggests retention and alignment objectives rather than long-term incentive structuring. The direct beneficial ownership of 2,597 shares is modest relative to market capitalization, so the equity grant is unlikely to be material to investors.

Compensation Analyst

Standard $0-priced RSUs vesting quarterly; common for non-employee directors or executive retention.

These RSUs carry no exercise price and will settle in common stock upon vesting, a common form of non-cash compensation. The accelerated final vesting condition keyed to the annual meeting or June 30, 2026 provides a defined timeline for delivery. For pay benchmarking, the award size should be evaluated against peer director grant practices and Fortinet’s disclosed director compensation, but the Form 4 itself contains only the grant specifics and vesting timetable.

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^*

Hu Jean X.

(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.
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FAQ

Who received the Form 4 filing for Fortinet (FTNT)?

The filing reports a grant to Jean X. Hu, identified as a Director of Fortinet, Inc.

What securities were reported on the FTNT Form 4 filed 08/21/2025?

The Form 4 reports 2,597 restricted stock units (RSUs) that convert to common stock upon settlement.

When do the RSUs vest according to the Form 4?

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 day before the 2026 annual meeting, subject to service.

What is the purchase or conversion price for the RSUs in the Form 4?

The RSUs are reported with a $0 price and convert to one share of common stock each upon settlement.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Robert Turner, by power of attorney on 08/21/2025.