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Fortinet, Inc.·4

May 5, 5:25 PM ET

Ohlgart Christiane 4

4 · Fortinet, Inc. · Filed May 5, 2026

Research Summary

AI-generated summary of this filing

Updated

Fortinet CFO Christiane Ohlgart Sells Shares After Vesting

What Happened

  • Fortinet CFO Christiane Ohlgart had restricted stock units (RSUs) and performance stock units (PSUs) vest on May 1, 2026, converting into a total of 4,903 shares (2,366 + 685 + 650 + 1,202). Of those, 1,742 shares were relinquished/withheld to cover tax obligations (valued at $150,317 at $86.29/share). On May 5, 2026 she sold 596 shares in an open-market transaction under a Rule 10b5-1 plan for $89.70/share, netting $53,461. The equity resulting from the vested awards had $0 exercise price because they were RSU/PSU settlements.

Key Details

  • Transaction dates and prices:
    • May 1, 2026: Vesting/settlement of RSUs/PSUs — 4,903 shares acquired (reported at $0.00 per share).
    • May 1, 2026: 1,742 shares withheld to cover tax obligations at $86.29/share = $150,317 (exempt under Section 16b-3(e)).
    • May 5, 2026: Open-market sale of 596 shares at $89.70/share = $53,461 (executed under a Rule 10b5-1 plan established 3/7/2025).
  • Estimated shares retained from these awards after withholding and sale: ~2,565 shares (4,903 vested − 1,742 withheld − 596 sold). The Form 4 did not disclose total beneficial ownership after these transactions.
  • Footnotes of note: vesting/settlement of RSUs/PSUs (F1, F2, F5, F6, F8), sale under a pre-established 10b5-1 plan (F4), and share relinquishment/withholding to satisfy tax withholding obligations (F3).
  • Filing: Form 4 filed May 5, 2026 for May 1 transactions — appears to be filed within the normal two-business-day reporting window.

Context

  • These transactions are routine vesting and tax-withholding activity combined with a planned open-market sale. The derivative/“M” entries reflect settlement of RSUs/PSUs into common shares (no cash exercise price); the tax withholding represents a sell-to-cover/cancellation of shares to satisfy tax liabilities rather than an open-market sale for cash. The only cash proceeds reported here were the May 5 open-market sale of 596 shares ($53,461).

Insider Transaction Report

Form 4
Period: 2026-05-01
Fortinet, Inc.FTNT
Ohlgart Christiane
Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-01+2,366→ 10,613 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-05-01+685→ 11,298 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-05-01+650→ 11,948 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-05-01+1,202→ 13,150 total
  • Tax Payment

    Common Stock

    [F3]
    2026-05-01$86.29/sh−1,742$150,317→ 11,408 total
  • Sale

    Common Stock

    [F4]
    2026-05-05$89.70/sh−596$53,461→ 10,812 total
  • Exercise/Conversion

    Performance Stock Units

    [F5][F1][F6][F7]
    2026-05-01−2,366→ 0 total
    Exercise: $0.00→ Common Stock (2,366 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F2][F9][F7]
    2026-05-01−685→ 5,478 total
    Exercise: $0.00→ Common Stock (685 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F2][F10][F7]
    2026-05-01−650→ 7,151 total
    Exercise: $0.00→ Common Stock (650 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F2][F10][F7]
    2026-05-01−1,202→ 3,608 total
    Exercise: $0.00→ Common Stock (1,202 underlying)
Footnotes (10)
  • [F1]Vesting of performance stock units ("PSUs") previously granted to the Reporting Person.
  • [F10]25% of the RSUs vested 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.
  • [F2]Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
  • [F3]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.
  • [F4]The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.
  • [F5]Each PSU represents a contingent right to receive one share of the Issuer's common stock.
  • [F6]100% of the PSUs vest and settle on May 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.
  • [F7]RSUs and PSUs do not expire; they either vest or are canceled prior to the vesting date.
  • [F8]Each RSU represents a contingent right to receive one share of the Issuer's common stock.
  • [F9]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.
Signature
/s/ Robert Turner, by power of attorney|2026-05-05

Documents

1 file
  • 4
    form4-05052026_090519.xmlPrimary