Ohlgart Christiane 4
4 · Fortinet, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Fortinet CFO Christiane Ohlgart Exercises RSUs and Sells Shares
What Happened
- Christiane Ohlgart, Fortinet (FTNT) Chief Financial Officer, had restricted stock units (RSUs) vest on Feb 1, 2026, resulting in the conversion/acquisition of 3,285 shares at no exercise cost.
- Of those shares, 1,255 were relinquished and cancelled to satisfy federal/state tax withholding obligations (reported as a disposition under footnote F2) yielding $101,981 in withholding value, and 507 shares were sold in an open-market transaction on Feb 3, 2026 at $80.73 per share for $40,930. Total shares disposed = 1,762; total realized/withheld value ≈ $142,911.
- These were vesting-related transactions (RSUs), not an option purchase; the filing shows conversion of RSUs into shares and subsequent withholding/sale (i.e., a cashless settlement for taxes plus a market sale).
Key Details
- Transaction dates/prices:
- Feb 1, 2026: RSU settlement/conversion of 685 and 2,600 share tranches (total 3,285) at $0.00 (vesting).
- Feb 1, 2026: 1,255 shares withheld/cancelled for tax obligations at $81.26 (value reported $101,981).
- Feb 3, 2026: 507 shares sold in open market at $80.73 for $40,930 (sold pursuant to a Rule 10b5‑1 plan; footnote F3).
- Shares owned after the transactions: Not stated in the provided filing summary.
- Notable footnotes:
- F1/F4–F7: These shares came from previously granted RSUs (each RSU = 1 share on settlement) and are subject to a vesting schedule; RSUs do not expire (F6).
- F2: Withholding was an exempt transaction under Rule 16b‑3(e) — the shares were cancelled in exchange for the company agreeing to pay withholding taxes.
- F3: The open-market sale was executed under a pre-established Rule 10b5‑1 trading plan (adopted Mar 7, 2025).
- Filing timeliness: Form 4 was filed Feb 3, 2026 for transactions on Feb 1 and Feb 3, 2026 (appears timely).
Context
- These transactions reflect routine RSU vesting and related tax-withholding activity, plus a sale under a pre-set 10b5‑1 plan. The RSU conversion had no cash exercise price (reported $0.00) and part of the vested shares were used to cover taxes (a cashless withholding), while a smaller portion was sold in the open market.
- Such vesting/withholding events are common and do not necessarily signal a change in the insider’s view of the company; the 10b5‑1 sale indicates the open-market sale was made under a pre-approved trading plan.
Insider Transaction Report
Form 4
Fortinet, Inc.FTNT
Ohlgart Christiane
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-01+685→ 7,409 total - Exercise/Conversion
Common Stock
[F1]2026-02-01+2,600→ 10,009 total - Tax Payment
Common Stock
[F2]2026-02-01$81.26/sh−1,255$101,981→ 8,754 total - Sale
Common Stock
[F3]2026-02-03$80.73/sh−507$40,930→ 8,247 total - Exercise/Conversion
Restricted Stock Units
[F4][F1][F5][F6]2026-02-01−685→ 6,163 totalExercise: $0.00→ Common Stock (685 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F1][F7][F6]2026-02-01−2,600→ 7,801 totalExercise: $0.00→ Common Stock (2,600 underlying)
Footnotes (7)
- [F1]Vesting of restricted stock units ("RSUs") 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 restricted stock units.
- [F3]The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.
- [F4]Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- [F5]25% of the RSUs vested on May 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.
- [F6]RSUs do not expire; they either vest or are canceled prior to the vesting date.
- [F7]25% of the RSUs will vest on May 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.
Signature
/s/ Robert Turner, by power of attorney|2026-02-03