Xie Michael 4
4 · Fortinet, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Fortinet CTO Michael Xie Exercises RSUs & Sells Shares
What Happened
Michael Xie (VP, Engineering & CTO; Director) had 6,305 restricted stock units (RSUs) convert to common shares on May 1, 2026 (exercise/conversion, code M; $0 exercise price). To cover tax withholding obligations, 3,184 of those shares were surrendered to the company (code F) for an aggregate tax payment of $274,747. Separately, on May 4, 2026 he sold 2,478 shares in the open market (code S) for total proceeds of $220,281. Net from these transactions, Xie’s holdings increased by roughly 643 shares (6,305 vested − 3,184 withheld − 2,478 sold = 643), subject to the company’s transfer-agent reconciliation.
Key Details
- Transaction dates: May 1, 2026 (RSU vest/conversion; withholding) and May 4, 2026 (open-market sales). Form 4 filed May 5, 2026 (timely).
- Vesting/Conversion: 6,305 RSUs converted to shares at $0.00 (each RSU equals one share).
- Tax withholding: 3,184 shares surrendered; value reported $274,747 (exempt transaction under Rule 16b-3 per footnote F2).
- Open-market sales: 2,478 shares sold across prices ~$87.04–$89.61 for aggregate proceeds $220,281 (sales effected under a Rule 10b5-1 plan per footnote F3).
- Net impact: roughly +643 shares added to his direct holdings (filing notes holdings were adjusted per transfer agent).
- Footnotes of note: F2 (shares withheld for taxes), F3 (10b5-1 selling plan), F13/F14/F16/F17 (RSU terms and vesting schedule); remarks indicate a reconciliation adjusted reported direct ownership.
Context
These were RSU vesting and routine liquidity actions rather than open-market purchases. The RSU conversion had no exercise price (common for RSUs); shares were withheld to satisfy tax obligations (a cashless withholding), and subsequent sales were carried out under a pre-established 10b5-1 plan. The filing appears timely and factual; no indication of insider status changes beyond the reported share adjustments.
Insider Transaction Report
Form 4
Fortinet, Inc.FTNT
Xie Michael
DirectorVP, ENGINEERING & CTO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-01+2,763→ 9,929,637 total - Exercise/Conversion
Common Stock
[F1]2026-05-01+2,242→ 9,931,879 total - Exercise/Conversion
Common Stock
[F1]2026-05-01+1,300→ 9,933,179 total - Tax Payment
Common Stock
[F2]2026-05-01$86.29/sh−3,184$274,747→ 9,929,995 total - Sale
Common Stock
[F3][F4]2026-05-04$87.04/sh−190$16,538→ 9,929,805 total - Sale
Common Stock
[F3][F5]2026-05-04$88.09/sh−197$17,353→ 9,929,608 total - Sale
Common Stock
[F3][F6]2026-05-04$89.12/sh−2,028$180,745→ 9,927,580 total - Sale
Common Stock
[F3][F7]2026-05-04$89.61/sh−63$5,645→ 9,927,517 total - Exercise/Conversion
Restricted Stock Units
[F13][F1][F14][F15]2026-05-01−2,763→ 8,291 totalExercise: $0.00→ Common Stock (2,763 underlying) - Exercise/Conversion
Restricted Stock Units
[F13][F1][F16][F15]2026-05-01−2,242→ 15,696 totalExercise: $0.00→ Common Stock (2,242 underlying) - Exercise/Conversion
Restricted Stock Units
[F13][F1][F17][F15]2026-05-01−1,300→ 14,302 totalExercise: $0.00→ Common Stock (1,300 underlying)
Holdings
- 19,825,614(indirect: By Trust)
Common Stock
[F8] - 5,513,505(indirect: See footnote)
Common Stock
[F9] - 5,513,505(indirect: See footnote)
Common Stock
[F10] - 7,573,438(indirect: By Trust)
Common Stock
[F11] - 7,573,438(indirect: By Trust)
Common Stock
[F12]
Footnotes (17)
- [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 December 10, 2024.
- [F4]Represents the weighted average sale price. The lowest price at which shares were sold was $86.51 and the highest price at which shares were sold was $87.48. 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 $87.52 and the highest price at which shares were sold was $88.515.
- [F6]Represents the weighted average sale price. The lowest price at which shares were sold was $88.52 and the highest price at which shares were sold was $89.51.
- [F7]Represents the weighted average sale price. The lowest price at which shares were sold was $89.52 and the highest price at which shares were sold was $89.70.
- [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/ Robert Turner, by power of attorney|2026-05-05