Whittle John 4
4 · Fortinet, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Fortinet (FTNT) COO John Whittle Exercises Awards, Withholds 12,951 Shares
What Happened
John Whittle, Chief Operating Officer of Fortinet (FTNT), had a mix of restricted stock units (RSUs) and performance stock units (PSUs) vest/settle on Feb 1, 2026, resulting in the conversion of 29,132 derivative units into common shares (acquired at $0 per share). Of those shares, 12,951 were surrendered/withheld to cover federal and state tax obligations at $81.26 per share, producing proceeds/value of $1,052,398. Net shares received after withholding were 16,181.
Key Details
- Transaction date: February 1, 2026; Form 4 filed February 3, 2026 (timely filing).
- Total shares issued on settlement/vesting: 29,132 (multiple derivative/RSU/PSU grants).
- Shares withheld/surrendered for taxes: 12,951 at $81.26/share = $1,052,398 (footnote F2: withholding/cancellation to cover tax liability).
- Net shares delivered to Whittle after withholding: 16,181.
- Price/acquisition: $0 per share for the vested RSUs/PSUs (these are settlement of awards, not an open-market purchase).
- Notable footnotes: F9 indicates certain PSUs vested 100% on Feb 1, 2026; other footnotes describe RSU vesting schedules and that withheld shares were canceled by the issuer to pay taxes.
- Shares owned after the transaction: not specified in the provided data (not reported here).
Context
- This was a vesting/settlement of awards (derivative conversion), not an open-market buy or discretionary sale by the insider.
- The withholding of shares to cover taxes is a routine, exempt transaction under Rule 16b-3 (tax withholding/cashless settlement) and does not necessarily indicate a change in insider sentiment.
- For retail investors: award vesting increases an insider’s owned shares (net of withholding) but the withheld shares are a non-cash disposition solely to meet tax obligations.
Insider Transaction Report
Form 4
Fortinet, Inc.FTNT
Whittle John
CHIEF OPERATING OFFICER
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-01+1,185→ 77,465 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+1,608→ 79,073 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+1,827→ 80,900 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+4,550→ 85,450 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+19,962→ 105,412 total - Tax Payment
Common Stock
[F2]2026-02-01$81.26/sh−12,951$1,052,398→ 92,461 total - Exercise/Conversion
Restricted Stock Units
[F3][F1][F4][F5]2026-02-01−1,185→ 0 totalExercise: $0.00→ Common Stock (1,185 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F1][F6][F5]2026-02-01−1,608→ 6,433 totalExercise: $0.00→ Common Stock (1,608 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F1][F7][F5]2026-02-01−1,827→ 14,615 totalExercise: $0.00→ Common Stock (1,827 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F1][F8][F5]2026-02-01−4,550→ 13,652 totalExercise: $0.00→ Common Stock (4,550 underlying) - Exercise/Conversion
Performance Stock Units
[F3][F1][F9][F5]2026-02-01−19,962→ 0 totalExercise: $0.00→ Common Stock (19,962 underlying)
Footnotes (9)
- [F1]Vesting of restricted stock units ("RSUs") or performance stock units ("PSUs") previously granted to the Reporting Person.
- [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 RSUs.
- [F3]Each RSU or PSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
- [F4]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.
- [F5]RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date.
- [F6]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.
- [F7]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.
- [F8]25% of the RSUs will vest 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.
- [F9]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.
Signature
/s/ Robert Turner, by power of attorney|2026-02-03