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Fortinet, Inc. Director's Dealing 2025

Nov 4, 2025

29957_dirs_2025-11-04_4fa2ea38-3656-4438-a5c5-6a1c398ba400.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortinet, Inc. (FTNT)
CIK: 0001262039
Period of Report: 2025-11-01

Reporting Person: Xie Michael (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-11-01 Common Stock M 2030 Acquired 10494048 Direct
2025-11-01 Common Stock M 2763 Acquired 10496811 Direct
2025-11-01 Common Stock M 2242 Acquired 10499053 Direct
2025-11-01 Common Stock F 3489 $86.43 Disposed 10495564 Direct
2025-11-03 Common Stock S 700 $85.3664 Disposed 10494864 Direct
2025-11-03 Common Stock S 1642 $86.4197 Disposed 10493222 Direct
2025-11-03 Common Stock S 1204 $87.3483 Disposed 10492018 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-11-01 Restricted Stock Units $0 M 2030 Disposed Common Stock (2030) Direct
2025-11-01 Restricted Stock Units $0 M 2763 Disposed Common Stock (2763) Direct
2025-11-01 Restricted Stock Units $0 M 2242 Disposed Common Stock (2242) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 19825614 Indirect
Common Stock 5513505 Indirect
Comon Stock 5513505 Indirect
Common Stock 7573438 Indirect
Common Stock 7573438 Indirect

Footnotes

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 restricted stock units.

F3: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.

F4: Represents the weighted average sale price. The lowest price at which shares were sold was $84.91 and the highest price at which shares were sold was $85.89. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (4), (5) and (6) to this Form 4.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $85.93 and the highest price at which shares were sold was $86.85.

F6: Represents the weighted average sale price. The lowest price at which shares were sold was $87.07 and the highest price at which shares were sold was $87.54.

F7: These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.

F8: 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.

F9: 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.

F10: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.

F11: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.

F12: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.

F13: 25% of the RSUs vested on February 1, 2023, 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.

F14: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F15: 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.

F16: 25% of the RSUs will vest 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.