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Fortinet, Inc. Director's Dealing 2025

May 5, 2025

29957_dirs_2025-05-05_1aefbcca-00aa-435b-a944-a7e71d86bd38.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: 2025-05-01

Reporting Person: Xie Ken (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-05-01 Common Stock M 6020 Acquired 51397899 Direct
2025-05-01 Common Stock M 6260 Acquired 51404159 Direct
2025-05-01 Common Stock M 4557 Acquired 51408716 Direct
2025-05-01 Common Stock F 8349 $104.21 Disposed 51400367 Direct
2025-05-02 Common Stock M 150000 $16.898 Acquired 51550367 Direct
2025-05-02 Common Stock S 37536 $105.6417 Disposed 51512831 Direct
2025-05-02 Common Stock S 120952 $106.2358 Disposed 51391879 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-05-01 Restricted Stock Units $0 M 6020 Disposed Common Stock (6020) Direct
2025-05-01 Restricted Stock Units $0 M 6260 Disposed Common Stock (6260) Direct
2025-05-01 Restricted Stock Units $0 M 4557 Disposed Common Stock (4557) Direct
2025-05-02 Nonqualified Stock Option (right to buy) $16.898 M 150000 Disposed 2026-02-21 Common Stock (150000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3243799 Indirect
Common Stock 3243799 Indirect
Common Stock 2314268 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 RSUs.

F3: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2024.

F4: Represents the weighted average sale price. The lowest price at which shares were sold was $104.91 and the highest price at which shares were sold was $105.90. 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) and (5) to this Form 4.

F5: Represents the weighted average sale price. The lowest price at which shares were sold was $105.91 and the highest price at which shares were sold was $106.62.

F6: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.

F7: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.

F8: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.

F9: 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.

F10: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F11: 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.

F12: 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.

F13: 1/4 of the shares subject to the option vested on February 21, 2020 and 1/48 of the shares subject to the option vest monthly thereafter.