=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-01
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Fortinet, Inc. (FTNT)
CIK: 0001262039
--- Reporting Owner ---
Name: Xie Michael
CIK: 0001475586
Role: Director, Officer (VP, ENGINEERING & CTO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-08-01 | Code: M (Exercise of derivative)
Shares: +2,764 | Price: $0.00
Shares Owned After: 9,921,124 | Ownership: D (Direct)
Footnotes:
[F1] Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
[Transaction #2]
Security: Common Stock
Date: 2026-08-01 | Code: M (Exercise of derivative)
Shares: +2,242 | Price: $0.00
Shares Owned After: 9,923,366 | Ownership: D (Direct)
Footnotes:
[F1] Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
[Transaction #3]
Security: Common Stock
Date: 2026-08-01 | Code: M (Exercise of derivative)
Shares: +1,300 | Price: $0.00
Shares Owned After: 9,924,666 | Ownership: D (Direct)
Footnotes:
[F1] Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
[Transaction #4]
Security: Common Stock
Date: 2026-08-01 | Code: F (Payment of exercise/tax)
Shares: -3,185 | Price: $161.95
Total Value: $515,810.75
Shares Owned After: 9,921,481 | 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 restricted stock units.
[Transaction #5]
Security: Common Stock
Date: 2026-08-03 | Code: S (Open market sale)
Shares: -700 | Price: $160.36
Total Value: $112,252.00
Shares Owned After: 9,920,781 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2026.
[F4] Represents the weighted average sale price. The lowest price at which shares were sold was $160.04 and the highest price at which shares were sold was $160.79. 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), (6) and (7) to this Form 4.
[Transaction #6]
Security: Common Stock
Date: 2026-08-03 | Code: S (Open market sale)
Shares: -200 | Price: $161.75
Total Value: $32,350.00
Shares Owned After: 9,920,581 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2026.
[F5] Represents the weighted average sale price. The lowest price at which shares were sold was $161.49 and the highest price at which shares were sold was $162.01.
[Transaction #7]
Security: Common Stock
Date: 2026-08-03 | Code: S (Open market sale)
Shares: -1,421 | Price: $163.12
Total Value: $231,790.82
Shares Owned After: 9,919,160 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2026.
[F6] Represents the weighted average sale price. The lowest price at which shares were sold was $162.615 and the highest price at which shares were sold was $163.57.
[Transaction #8]
Security: Common Stock
Date: 2026-08-03 | Code: S (Open market sale)
Shares: -800 | Price: $163.98
Total Value: $131,181.04
Shares Owned After: 9,918,360 | Ownership: D (Direct)
Footnotes:
[F3] The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2026.
[F7] Represents the weighted average sale price. The lowest price at which shares were sold was $163.64 and the highest price at which shares were sold was $164.15.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-08-01 | Code: M (Exercise of derivative)
Shares: -2,764 | Price: $0.00
Shares Owned After: 5,527 | Ownership: D (Direct)
Footnotes:
[F13] Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
[F1] Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
[F14] 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.
[F15] RSUs do not expire; they either vest or are canceled prior to the vesting date.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-08-01 | Code: M (Exercise of derivative)
Shares: -2,242 | Price: $0.00
Shares Owned After: 13,454 | Ownership: D (Direct)
Footnotes:
[F13] Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
[F1] Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
[F16] 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 vesting.
[F15] RSUs do not expire; they either vest or are canceled prior to the vesting date.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-08-01 | Code: M (Exercise of derivative)
Shares: -1,300 | Price: $0.00
Shares Owned After: 13,002 | Ownership: D (Direct)
Footnotes:
[F13] Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
[F1] Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
[F17] 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.
[F15] RSUs do not expire; they either vest or are canceled prior to the vesting date.
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F8] These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
[Holding #2]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F9] Shares held directly by the KAXX Trust under The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
[Holding #3]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F10] Shares held directly by the KAJJ Trust under The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
[Holding #4]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F11] These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
[Holding #5]
Security: Common Stock
Ownership: I (Indirect)
Footnotes:
[F12] These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
--- Footnotes (Complete Index) ---
F1: Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
F10: Shares held directly by the KAJJ Trust under The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
F11: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
F12: These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
F13: Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
F14: 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.
F15: RSUs do not expire; they either vest or are canceled prior to the vesting date.
F16: 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 vesting.
F17: 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.
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 March 4, 2026.
F4: Represents the weighted average sale price. The lowest price at which shares were sold was $160.04 and the highest price at which shares were sold was $160.79. 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), (6) and (7) to this Form 4.
F5: Represents the weighted average sale price. The lowest price at which shares were sold was $161.49 and the highest price at which shares were sold was $162.01.
F6: Represents the weighted average sale price. The lowest price at which shares were sold was $162.615 and the highest price at which shares were sold was $163.57.
F7: Represents the weighted average sale price. The lowest price at which shares were sold was $163.64 and the highest price at which shares were sold was $164.15.
F8: These securities are held by the 2010 K.A. Family Trust dated May 3, 2010, for which the Reporting Person serves as a trustee.
F9: Shares held directly by the KAXX Trust under The K.A. Children's Trust dated February 9, 2011, for which the Reporting Person serves as a trustee.
--- Signature ---
/s/ /s/ Robert Turner, by power of attorney (2026-08-04)
