Xie Ken 4
4 · Fortinet, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Fortinet (FTNT) CEO Ken Xie Sells Shares After RSU Vesting
What Happened
- Ken Xie, President & CEO of Fortinet (FTNT), had RSUs convert/vest into 13,092 shares on May 1, 2026 (three derivative conversion entries at 6,260; 4,557; and 2,275 shares acquired at $0.00).
- To cover tax withholding, 6,611 shares were relinquished/cancelled on May 1 at $86.29 per share for $570,463 (exempt payment of tax liability).
- Separately, Xie sold 5,355 shares in open-market transactions on May 4, 2026 across four trades (410 @ $87.04; 425 @ $88.09; 4,383 @ $89.12; 137 @ $89.61), generating $476,035. Combined proceeds from the withholding and market sales are about $1.05 million.
- These actions are disposals (not purchases) and appear tied to routine RSU vesting and planned sales rather than new purchases.
Key Details
- Transaction dates: RSU conversion and tax-withholding on 2026-05-01; open-market sales on 2026-05-04. Form 4 filed 2026-05-05 (appears timely).
- Codes: M = exercise/conversion of derivative (RSU conversion), F = payment of tax liability via share withholding, S = open market sale.
- Sales plan: Open-market sales were effected pursuant to a Rule 10b5-1 trading plan adopted Dec 9, 2024 (footnote F3).
- Vesting notes: These shares stem from RSUs with scheduled vesting (footnotes F11/F12 describe quarterly vesting following an initial 25% cliff). Each RSU equals one share on settlement (F8).
- Shares owned after the transactions are not provided in the excerpts here; see the full Form 4 for post-transaction beneficial ownership.
Context
- This was essentially a net settlement of vested RSUs: shares converted on vesting, some surrendered to cover tax withholding (a common, exempt transaction), and additional shares sold under a pre-established 10b5-1 plan.
- Such sales are generally routine for tax or diversification needs and are not, by themselves, a clear signal of company outlook.
Insider Transaction Report
Form 4
Fortinet, Inc.FTNT
Xie Ken
DirectorPRESIDENT & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-01+6,260→ 52,983,138 total - Exercise/Conversion
Common Stock
[F1]2026-05-01+4,557→ 52,987,695 total - Exercise/Conversion
Common Stock
[F1]2026-05-01+2,275→ 52,989,970 total - Tax Payment
Common Stock
[F2]2026-05-01$86.29/sh−6,611$570,463→ 52,983,359 total - Sale
Common Stock
[F3][F4]2026-05-04$87.04/sh−410$35,687→ 52,982,949 total - Sale
Common Stock
[F3][F5]2026-05-04$88.09/sh−425$37,437→ 52,982,524 total - Sale
Common Stock
[F3][F6]2026-05-04$89.12/sh−4,383$390,634→ 52,978,141 total - Sale
Common Stock
[F3][F7]2026-05-04$89.61/sh−137$12,277→ 52,978,004 total - Exercise/Conversion
Restricted Stock Units
[F8][F1][F9][F10]2026-05-01−6,260→ 18,780 totalExercise: $0.00→ Common Stock (6,260 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F1][F11][F10]2026-05-01−4,557→ 31,904 totalExercise: $0.00→ Common Stock (4,557 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F1][F12][F10]2026-05-01−2,275→ 25,029 totalExercise: $0.00→ Common Stock (2,275 underlying)
Holdings
- 4,848,774(indirect: By Spouse)
Common Stock
Footnotes (12)
- [F1]Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
- [F10]RSUs do not expire; they either vest or are canceled prior to the vesting date.
- [F11]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.
- [F12]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.
- [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 $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]Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
- [F9]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.
Signature
/s/ Robert Turner, by power of attorney|2026-05-05