Fortinet CTO Michael Xie Sells 3,121 Shares via Rule 10b5-1 Plan

Executive Summary

On November 3, 2026, Fortinet, Inc. ($FTNT) filed a Form 4 for Michael Xie, the company's VP of Engineering, Chief Technology Officer, and Director. The report covers transactions executed on November 1 and November 2, 2026, comprising RSU vesting, statutory tax withholding, and an open-market sale of common stock executed pursuant to a pre-established Rule 10b5-1 trading plan.

Transaction Breakdown

1. Derivative Conversion (RSU Vesting):

   • On November 1, 2026, Mr. Xie acquired 6,305 shares of Common Stock upon the vesting of three distinct tranches of Restricted Stock Units (2,763 shares, 2,242 shares, and 1,300 shares) at $0.00 per share.

2. Tax Withholding (Code F):

   • On November 1, 2026, 3,184 shares were withheld by the issuer at $136.08 per share to satisfy $433,278.72 in tax liabilities resulting from the RSU settlements.

3. Open Market Sales (Code S):

   • On November 2, 2026, Mr. Xie disposed of 3,121 shares across seven execution tranches under a Rule 10b5-1 trading plan adopted on March 4, 2026.
   • Sale Prices: Executed between $125.93 and $133.95 per share, yielding a weighted average price of approximately $129.49.
   • Gross Proceeds: Approximately $404,125.31.

Ownership Post-Transaction

Following these transactions, Mr. Xie retains massive equity exposure to Fortinet:

• Direct Beneficial Ownership: 9,918,360 shares of Common Stock.
• Indirect Beneficial Ownership: 45,999,500 shares held across various family trusts and grantor retained annuity trusts (GRATs).

Market Significance

This transaction carries Low trading significance. The sale of 3,121 shares represents less than 0.01% of Mr. Xie's total direct and indirect equity holdings (exceeding 55 million shares). The transaction was executed strictly under a Rule 10b5-1 plan established eight months prior, coinciding with routine quarterly equity vesting events.