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Fortinet, Inc.·4

Feb 3, 8:06 PM ET

Xie Michael 4

4 · Fortinet, Inc. · Filed Feb 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Fortinet CTO Michael Xie Exercises Options and Sells Shares

What Happened
Michael Xie, Fortinet’s Vice President, Engineering & CTO (and a director), had restricted awards vest and exercised/converted stock-related derivatives in early February 2026 and completed large open‑market sales. On Feb 1 several RSUs/PSUs vested and were converted to shares (aggregate shown in filing). 18,975 shares were withheld to cover tax obligations at $81.26 for $1,541,909. On Feb 2 he exercised/converted 324,285 shares at $16.90 (cash paid ~$5,479,768) and sold shares in the open market the same day: 129,378 shares at $81.01, 204,282 shares at $81.64 and 9,446 shares at $82.28 — total open‑market proceeds ≈ $27,935,332.

Key Details

  • Transaction dates: Feb 1–2, 2026; Form 4 filed Feb 3, 2026 (timely).
  • Exercises/conversions (derivative M): multiple RSU/PSU vesting on Feb 1 and a 324,285‑share exercise on Feb 2 (exercise price for the Feb 2 exercise reported at $16.90; several Feb 1 conversions reported at $0.00 consistent with RSU/PSU settlement).
  • Open‑market sales (S) on Feb 2: 129,378 @ $81.01; 204,282 @ $81.64; 9,446 @ $82.28 — combined proceeds ≈ $27.94M.
  • Tax withholding (F): 18,975 shares withheld/relieved at $81.26 for ~$1.54M to satisfy tax obligations related to vesting.
  • Notable footnotes: sales were effected pursuant to a pre‑existing Rule 10b5‑1 trading plan adopted Dec 10, 2024 (F3); certain shares were withheld/cancelled for tax withholding per Rule 16b‑3 exemption (F2); some awards were RSUs/PSUs that converted to one share per unit (F1, F12, F18).
  • Shares owned after the transactions: not specified in the provided excerpt of the filing.

Context
This filing shows vesting/settlement of equity awards and option/exercise activity followed by same‑day open‑market sales under a 10b5‑1 plan. The sequence (exercise/conversion followed by sales and tax‑withholding) is commonly a cashless outcome of vesting/exercise rather than an outright independent purchase for a long‑term stake. All key procedural notes (10b5‑1 plan, tax withholding, options fully vested per footnote) are disclosed in the filing.

Insider Transaction Report

Form 4
Period: 2026-02-01
Fortinet, Inc.FTNT
Xie Michael
DirectorVP, ENGINEERING & CTO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-01+2,030→ 10,209,048 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-01+2,764→ 10,211,812 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-01+2,243→ 10,214,055 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-01+5,200→ 10,219,255 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-01+28,823→ 10,248,078 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-01$81.26/sh−18,975$1,541,909→ 10,229,103 total
  • Exercise/Conversion

    Common Stock

    2026-02-02$16.90/sh+324,285$5,479,768→ 10,553,388 total
  • Sale

    Common Stock

    [F3][F4]
    2026-02-02$81.01/sh−129,378$10,480,769→ 10,424,010 total
  • Sale

    Common Stock

    [F3][F5]
    2026-02-02$81.64/sh−204,282$16,677,317→ 10,219,728 total
  • Sale

    Common Stock

    [F3][F6]
    2026-02-02$82.28/sh−9,446$777,246→ 10,210,282 total
  • Exercise/Conversion

    Restricted Stock Units

    [F12][F1][F13][F14]
    2026-02-01−2,030→ 0 total
    Exercise: $0.00→ Common Stock (2,030 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F12][F1][F15][F14]
    2026-02-01−2,764→ 11,054 total
    Exercise: $0.00→ Common Stock (2,764 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F12][F1][F16][F14]
    2026-02-01−2,243→ 17,938 total
    Exercise: $0.00→ Common Stock (2,243 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F12][F1][F17][F14]
    2026-02-01−5,200→ 15,602 total
    Exercise: $0.00→ Common Stock (5,200 underlying)
  • Exercise/Conversion

    Performance Stock Units

    [F12][F1][F18][F14]
    2026-02-01−28,823→ 0 total
    Exercise: $0.00→ Common Stock (28,823 underlying)
  • Exercise/Conversion

    Nonqualified Stock Option (right to buy)

    [F19]
    2026-02-02−324,285→ 0 total
    Exercise: $16.90Exp: 2026-02-21→ Common Stock (324,285 underlying)
Holdings

  • Common Stock

    [F7]
    (indirect: By Trust)
    19,825,614

  • Common Stock

    [F8]
    (indirect: See footnote)
    5,513,505

  • Common Stock

    [F9]
    (indirect: See footnote)
    5,513,505

  • Common Stock

    [F10]
    (indirect: By Trust)
    7,573,438

  • Common Stock

    [F11]
    (indirect: By Trust)
    7,573,438
Footnotes (19)
  • [F1]Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person.
  • [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 and PSU 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 and PSUs 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 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.
  • [F18]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.
  • [F19]The options are fully vested.
  • [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 $80.25 and the highest price at which shares were sold was $81.245.
  • [F5]Represents the weighted average sale price. The lowest price at which shares were sold was $81.25 and the highest price at which shares were sold was $82.24.
  • [F6]Represents the weighted average sale price. The lowest price at which shares were sold was $82.25 and the highest price at which shares were sold was $82.36.
  • [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]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.
  • [F9]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.
Signature
/s/ Robert Turner, by power of attorney|2026-02-03

Documents

1 file
  • 4
    form4-02042026_010256.xmlPrimary