Xie Ken 4
4 · Fortinet, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Fortinet (FTNT) CEO Ken Xie Exercises Options and Sells Shares
What Happened
- Ken Xie, President & CEO of Fortinet, exercised options and received vested RSUs/PSUs, then sold shares in the open market and surrendered shares to cover tax withholding. The filing shows he acquired a total of 222,928 shares through vesting and option exercise (including 134,880 shares from an exercise at $16.90), and disposed of shares via open-market sales and tax-withholding.
- Open-market sales: 175,737 shares sold on 2026-02-02 for about $14.31M (weighted prices in the low $80s). Tax-withholding surrender: 42,685 shares on 2026-02-01 valued at $3,468,583. Total reported cash proceeds ≈ $17,777,030. The option exercise cash paid was reported as $2,279,202.
Key Details
- Transaction dates: primary activity on 2026-02-01 (vesting/tax withholding) and 2026-02-02 (option exercise and open-market sales). Form 4 filed 2026-02-03 (appears timely).
- Prices and reported values:
- Option exercise: 134,880 shares at $16.90 (reported cost $2,279,202).
- Open-market sales: 80,392 shares @ $81.06; 94,170 shares @ $81.72; 1,175 shares @ $82.33 (total ≈ $14.31M).
- Tax withholding: 42,685 shares surrendered @ $81.26 (≈ $3.47M).
- Shares owned after the transactions: not stated in the provided excerpt.
- Notable footnotes:
- F2: 42,685 shares were relinquished/cancelled to satisfy tax withholding from RSU vesting (exempt under Rule 16b‑3).
- F3: Open-market sales were executed under a pre-established Rule 10b5‑1 trading plan adopted 12/09/2024.
- F14/F15/F13/F12 etc.: Several RSUs/PSUs vested or settled (RSU/PSU vesting schedule noted; PSUs fully settled on 2/1/2026).
- F16: options involved were fully vested.
- Transaction codes: M = option exercise/conversion; S = sale; F = shares used for tax/withholding.
Context
- This sequence reflects a common pattern: vesting/option exercise followed by immediate or near-term sales, including a share surrender to cover taxes (a cashless element). The presence of a 10b5‑1 plan indicates the open-market sales were pre-planned trades rather than ad hoc market timing.
- For retail investors: sales do not necessarily signal negative outlook—they can be routine liquidity/tax events after vesting or option exercises. Purchases typically convey more direct insider bullishness; here the material cash inflow to Xie was from sales after vesting/exercise.
Insider Transaction Report
Form 4
Fortinet, Inc.FTNT
Xie Ken
DirectorPRESIDENT & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-01+6,020→ 51,397,899 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+6,260→ 51,404,159 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+4,558→ 51,408,717 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+9,101→ 51,417,818 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+62,109→ 51,479,927 total - Tax Payment
Common Stock
[F2]2026-02-01$81.26/sh−42,685$3,468,583→ 51,437,242 total - Exercise/Conversion
Common Stock
2026-02-02$16.90/sh+134,880$2,279,202→ 51,572,122 total - Sale
Common Stock
[F3][F4]2026-02-02$81.06/sh−80,392$6,516,334→ 51,491,730 total - Sale
Common Stock
[F3][F5]2026-02-02$81.72/sh−94,170$7,695,375→ 51,397,560 total - Sale
Common Stock
[F3][F6]2026-02-02$82.33/sh−1,175$96,738→ 51,396,385 total - Exercise/Conversion
Restricted Stock Units
[F9][F1][F10][F11]2026-02-01−6,020→ 0 totalExercise: $0.00→ Common Stock (6,020 underlying) - Exercise/Conversion
Restricted Stock Units
[F9][F1][F12][F11]2026-02-01−6,260→ 25,040 totalExercise: $0.00→ Common Stock (6,260 underlying) - Exercise/Conversion
Restricted Stock Units
[F9][F1][F13][F11]2026-02-01−4,558→ 36,461 totalExercise: $0.00→ Common Stock (4,558 underlying) - Exercise/Conversion
Restricted Stock Units
[F9][F1][F14][F11]2026-02-01−9,101→ 27,304 totalExercise: $0.00→ Common Stock (9,101 underlying) - Exercise/Conversion
Performance Stock Units
[F9][F1][F15][F11]2026-02-01−62,109→ 0 totalExercise: $0.00→ Common Stock (62,109 underlying) - Exercise/Conversion
Nonqualified Stock Option (right to buy)
[F16]2026-02-02−134,880→ 0 totalExercise: $16.90Exp: 2026-02-21→ Common Stock (134,880 underlying)
Holdings
- 3,243,799(indirect: By Trust)
Common Stock
[F7] - 3,243,799(indirect: By Trust)
Common Stock
[F8] - 2,314,268(indirect: By Spouse)
Common Stock
Footnotes (16)
- [F1]Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person.
- [F10]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.
- [F11]RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date.
- [F12]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.
- [F13]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.
- [F14]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 vesting.
- [F15]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.
- [F16]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 9, 2024.
- [F4]Represents the weighted average sale price. The lowest price at which shares were sold was $80.31 and the highest price at which shares were sold was $81.30.
- [F5]Represents the weighted average sale price. The lowest price at which shares were sold was $81.31 and the highest price at which shares were sold was $82.30.
- [F6]Reepresents the weighted average sale price. The lowest price at which shares were sold was $82.31 and the highest price at which shares were sold was $82.36.
- [F7]These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person.
- [F8]These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person's spouse.
- [F9]Each RSU and PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
Signature
/s/ Robert Turner, by power of attorney|2025-02-03