Whittle John 4

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.