Fortinet COO RSU vesting and tax share withholding
Fortinet, Inc. chief operating officer John Whittle reported routine equity compensation activity tied to vesting restricted stock units (RSUs).
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Form Type
4
Rhea-AI Filing Summary
Fortinet, Inc. chief operating officer John Whittle reported routine equity compensation activity tied to vesting restricted stock units (RSUs). On May 1, 2026, RSU vesting led to the acquisition of 4,572 shares of common stock through exercises or conversions.
To cover federal and state tax withholding from this vesting, 2,309 shares of common stock were relinquished and cancelled at a value of $86.29 per share, with the issuer paying the related tax obligations. Following these transactions, Whittle directly held 94,069 shares of Fortinet common stock and 4,825 RSUs, reflecting a compensation-driven adjustment rather than open-market trading.
Insider Trade Summary
4,572 shares exercised/converted
Exercise
7 txns
Insider
Whittle John
Role
CHIEF OPERATING OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,608 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 1,827 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 1,137 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,608 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,827 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,137 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 2,309 | $86.29 | $199K |
Holdings After Transaction:
Restricted Stock Units — 30,128 contracts (Direct);
Common Stock — 94,724 shares (Direct)
Footnotes (7)
- F1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
- F2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
- F3. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
- F4. 25% of the RSUs vested on February 1, 2024, 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.
- F5. RSUs do not expire; they either vest or are canceled prior to the vesting date.
- F6. 25% of the RSUs vested on February 1, 2025, 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.
- F7. 25% of the RSUs vested on February 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.
Key Figures
Tax-withheld shares: 2,309 shares at $86.29
RSU-derived shares: 4,572 shares
Common shares held: 94,069 shares
+3 more
6 metrics
Tax-withheld shares
2,309 shares at $86.29
Common stock relinquished to cover tax obligations from RSU vesting on May 1, 2026
RSU-derived shares
4,572 shares
Common shares acquired via exercise/conversion of RSUs on May 1, 2026
Common shares held
94,069 shares
Direct Fortinet common stock holdings after final reported transaction
RSUs remaining
4,825 RSUs
Restricted stock units outstanding after final RSU transaction
Exercise transactions
3 exercises, 4,572 shares
Derivative exercises/conversions summarized in transactionSummary
Tax withholding count
1 transaction, 2,309 shares
Tax-withholding disposition recorded with code F
Key Terms
Restricted Stock Units, RSUs, Section 16b-3(e), Rule 16b-3, +1 more
5 terms
Restricted Stock Units financial
"Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities..."
Rule 16b-3 regulatory
"incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Fortinet (FTNT) COO John Whittle report?
John Whittle reported RSU-related transactions, acquiring 4,572 shares of Fortinet common stock from vested restricted stock units and relinquishing 2,309 shares to cover tax withholding. These are compensation-driven entries, not open-market purchases or sales.
Were John Whittle’s Fortinet (FTNT) transactions open-market buys or sells?
The filing shows no open-market buys or sells. Shares were acquired through RSU vesting and derivative exercises and some were withheld to pay taxes, an exempt transaction under Section 16b-3(e), rather than discretionary trading.
What are Fortinet (FTNT) RSUs and how did they affect John Whittle’s holdings?
Fortinet RSUs give a contingent right to receive one share of common stock at settlement. As RSUs vested on scheduled dates, 4,572 common shares were delivered to John Whittle, increasing his direct holdings while reducing his unvested RSU balance.
What are John Whittle’s reported Fortinet (FTNT) holdings after these transactions?
After the reported RSU vesting and tax-withholding disposition, John Whittle directly held 94,069 shares of Fortinet common stock and 4,825 restricted stock units, based on the share balances shown following the final transactions in the Form 4.
AI-generated analysis. How Rhea-AI works. Not financial advice.
