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Fortinet Inc

For the period ended Mar 31, 2025. Filed May 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

FTNT$122.47+3.1%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Plans

On March 7, 2025, Margrit Christiane Ohlgart, our Chief Accounting Officer, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act for the sale of shares of our common stock (the “Ohlgart Plan”) during an open trading window in accordance with our insider trading policy. The Ohlgart Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Ohlgart Plan provides for the potential sale by Mrs. Ohlgart of net shares (which are not yet determinable) after shares are withheld to satisfy tax obligations upon vesting and settlement of RSUs and PSUs, in each case, at the market price, all between June 6, 2025 and September 5, 2026.

On March 3, 2025, John Whittle, our Chief Operating Officer, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act for the sale of shares of our common stock (the “Whittle Plan”) during an open trading window in accordance with our insider trading policy. The Whittle Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Whittle Plan provides for the potential sale by Mr. Whittle of up to 146,015 shares of our common stock, issued upon the exercise of vested stock options for shares of our common stock, at the market price, between June 2, 2025 and July 31, 2026.

Each of the Ohlgart Plan and the Whittle Plan (each, a “10b5-1 Plan,” and together, the “10b5-1 Plans”) includes a representation from Mrs. Ohlgart and Mr. Whittle, respectively, to the broker administering the plan that they were not in possession of any material nonpublic information regarding us or the securities subject to their respective 10b5-1 Plan at the time their respective 10b5-1 Plan was entered into. A similar representation was made to us in connection with the adoption of each 10b5-1 Plan under our insider trading policy. Those representations for each 10b5-1 Plan were made as of the respective date of adoption of the applicable 10b5-1 Plan, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mrs. Ohlgart and Mr. Whittle, as applicable, were unaware, or with respect to any material nonpublic information acquired by Mrs. Ohlgart and Mr. Whittle or us, as applicable, after the date of each such representation.

Once executed, transactions under the 10b5-1 Plans will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mrs. Ohlgart or Mr. Whittle or our other officers or directors, or their affiliated entities.

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