Fortinet (FTNT)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-02-01 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Fortinet, Inc. (FTNT) CIK: 0001262039 --- Reporting Owner --- Name: Whittle John CIK: 0001476336 Role: Officer (CHIEF OPERATING OFFICER) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: +1,185 | Price: $0.00 Shares Owned After: 77,465 | Ownership: D (Direct) Footnotes: [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [Transaction #2] Security: Common Stock Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: +1,608 | Price: $0.00 Shares Owned After: 79,073 | Ownership: D (Direct) Footnotes: [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [Transaction #3] Security: Common Stock Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: +1,827 | Price: $0.00 Shares Owned After: 80,900 | Ownership: D (Direct) Footnotes: [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [Transaction #4] Security: Common Stock Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: +4,550 | Price: $0.00 Shares Owned After: 85,450 | Ownership: D (Direct) Footnotes: [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [Transaction #5] Security: Common Stock Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: +19,962 | Price: $0.00 Shares Owned After: 105,412 | Ownership: D (Direct) Footnotes: [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [Transaction #6] Security: Common Stock Date: 2026-02-01 | Code: F (Payment of exercise/tax) Shares: -12,951 | Price: $81.26 Total Value: $1,052,398.26 Shares Owned After: 92,461 | Ownership: D (Direct) Footnotes: [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. --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Units Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: -1,185 | Price: $0.00 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F3] Each RSU or PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [F4] 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. [F5] RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date. [Transaction #2] Security: Restricted Stock Units Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: -1,608 | Price: $0.00 Shares Owned After: 6,433 | Ownership: D (Direct) Footnotes: [F3] Each RSU or PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [F6] 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 and PSUs do not expire; they either vest or are canceled prior to the vesting date. [Transaction #3] Security: Restricted Stock Units Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: -1,827 | Price: $0.00 Shares Owned After: 14,615 | Ownership: D (Direct) Footnotes: [F3] Each RSU or PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [F7] 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. [F5] RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date. [Transaction #4] Security: Restricted Stock Units Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: -4,550 | Price: $0.00 Shares Owned After: 13,652 | Ownership: D (Direct) Footnotes: [F3] Each RSU or PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [F8] 25% of the RSUs will vest 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. [F5] RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date. [Transaction #5] Security: Performance Stock Units Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: -19,962 | Price: $0.00 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F3] Each RSU or PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. [F1] Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person. [F9] 100% of the PSUs vest and settle on February 1, 2026, subject to the Reporting Person's provision of service to the Issuer on such date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon settlement. [F5] RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date. --- Footnotes (Complete Index) --- F1: Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") 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 or PSU 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, 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. F5: RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date. F6: 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. F7: 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. F8: 25% of the RSUs will vest 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. F9: 100% of the PSUs vest and settle on February 1, 2026, subject to the Reporting Person's provision of service to the Issuer on such date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon settlement. --- Signature --- /s/ /s/ Robert Turner, by power of attorney (2026-02-03)