Ohlgart Christiane 4

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).