Ken Xie - 01 May 2025 Form 4 Insider Report for Fortinet, Inc. (FTNT)

Role
PRESIDENT & CEO, Director
Signature
/s/ Robert Turner, by power of attorney
Issuer symbol
FTNT
Transactions as of
01 May 2025
Net transactions value
-$15,150,149
Form type
4
Filing time
05 May 2025, 18:08:28 UTC
Previous filing
11 Mar 2025
Next filing
05 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Xie Ken PRESIDENT & CEO, Director C/O FORTINET, INC., 909 KIFER ROAD, SUNNYVALE /s/ Robert Turner, by power of attorney 05 May 2025 0001475587

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FTNT Common Stock Options Exercise $0 +6,020 +0.01% $0.000000 51,397,899 01 May 2025 Direct F1
transaction FTNT Common Stock Options Exercise $0 +6,260 +0.01% $0.000000 51,404,159 01 May 2025 Direct F1
transaction FTNT Common Stock Options Exercise $0 +4,557 +0.01% $0.000000 51,408,716 01 May 2025 Direct F1
transaction FTNT Common Stock Tax liability $870,049 -8,349 -0.02% $104.21 51,400,367 01 May 2025 Direct F2
transaction FTNT Common Stock Options Exercise $2,534,700 +150,000 +0.29% $16.90 51,550,367 02 May 2025 Direct
transaction FTNT Common Stock Sale $3,965,367 -37,536 -0.07% $105.64 51,512,831 02 May 2025 Direct F3, F4
transaction FTNT Common Stock Sale $12,849,432 -120,952 -0.23% $106.24 51,391,879 02 May 2025 Direct F3, F5
holding FTNT Common Stock 3,243,799 01 May 2025 By trust F6
holding FTNT Common Stock 3,243,799 01 May 2025 By trust F7
holding FTNT Common Stock 2,314,268 01 May 2025 By Spouse F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FTNT Restricted Stock Units Options Exercise $0 -6,020 -25% $0.000000 18,050 01 May 2025 Common Stock 6,020 $0.000000 Direct F1, F8, F9, F10
transaction FTNT Restricted Stock Units Options Exercise $0 -6,260 -12% $0.000000 43,820 01 May 2025 Common Stock 6,260 $0.000000 Direct F1, F8, F10, F11
transaction FTNT Restricted Stock Units Options Exercise $0 -4,557 -8.3% $0.000000 50,134 01 May 2025 Common Stock 4,557 $0.000000 Direct F1, F8, F10, F12
transaction FTNT Nonqualified Stock Option (right to buy) Options Exercise $0 -150,000 -26% $0.000000 434,880 02 May 2025 Common Stock 150,000 $16.90 Direct F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
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.