Ohlgart Christiane 4

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.