FTNT Form 4: 4,810 Restricted Stock Units Awarded to CFO

Rhea-AI Filing Summary

Fortinet CFO received an equity award of 4,810 restricted stock units (RSUs) that convert one-for-one into common shares on settlement. The grant was reported as an acquisition on 08/20/2025 and is evidenced as 4,810 shares beneficially owned following the transaction. The RSUs vest 25% on May 1, 2026, with the remaining 75% vesting in equal quarterly installments thereafter, subject to continued service. The RSUs carry no exercise price and do not expire; shares will be delivered upon settlement once vested.

Positive

• Alignment with shareholders: RSUs settle in common stock and vest over time, linking compensation to long-term performance
• Clear vesting schedule: 25% vests on May 1, 2026, then quarterly vesting for remaining 75%, supporting retention
• No exercise price and no expiration: Simplifies eventual settlement and removes exercise-related risk for the reporting person

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine retention award to a senior officer, aligns executive incentives with shareholders.

The reported 4,810 RSU grant to the Chief Financial Officer is a standard equity-based retention and incentive vehicle. Vesting begins with a 25% tranche then quarterly installments, which ties pay to continued service and long-term share performance. The award is non-expiring and settles in common stock, which typically reduces complicated exercise decisions and aligns compensation with shareholder outcomes. This disclosure appears routine and non-dilutive at a company level based on the size disclosed.

Compensation Analyst

TL;DR: Small grant in absolute terms; important for individual alignment but immaterial to capitalization.

4,810 RSUs with immediate reporting represent a modest grant for a public company CFO. The grant vests over time, encouraging retention. Because the RSUs convert one-for-one to common stock and have no exercise price, their value depends solely on Fortinet's share price at settlement. Given the limited number of shares disclosed, the award is unlikely to materially affect outstanding share count or EPS in isolation.

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^*

Ohlgart Christiane

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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		4,810		(2)	(3)	Common Stock	4,810	$0	4,810	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. 25% of the RSUs will vest on May 1, 2026, 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.

3. RSUs do not expire; they either vest or are canceled prior to the vesting 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.
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) report on the Form 4?

The Form 4 reports a grant of 4,810 restricted stock units (RSUs) to the Chief Financial Officer, reported as an acquisition on 08/20/2025.

How do these RSUs vest for the FTNT reporting person?

The RSUs vest 25% on May 1, 2026 and the remaining 75% in equal quarterly installments thereafter, subject to continued service.

Will the RSUs require an exercise price when they settle?

No. The RSUs have a $0 exercise price and convert one-for-one into common stock upon settlement.

How many shares will the reporting person beneficially own after the grant?

Following the reported transaction, the reporting person is shown as beneficially owning 4,810 shares attributable to the RSUs.

Do these RSUs expire if unvested?

According to the filing, the RSUs do not expire; they either vest or are canceled prior to vesting.