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Fortinet, Inc.·4

Feb 3, 8:06 PM ET

Xie Michael 4

Research Summary

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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.