Xie Ken 4

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.