10-K – 2026-02-25 – ftnt-20251231.htm

As part of our system of corporate governance, our board of directors has adopted a code of business conduct and ethics. The code applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including our independent directors and consultants, who are not our employees, with regard to their Fortinet-related activities. Our code of business conduct and ethics is available on our website at www.fortinet.com under “Corporate—Investor Relations—Corporate Governance.” We will post on this section of our website any amendment to our code of business conduct and ethics, as well as any waivers of our code of business conduct and ethics, which are required to be disclosed by the rules of the SEC or the Nasdaq Stock Market.

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees. Our Insider Trading Policy also provides that we will not transact in any of our own securities unless in compliance with U.S. securities laws. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

ITEM 11.     Executive Compensation

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 13.     Certain Relationships and Related Transactions, and Director Independence

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 14.     Principal Accounting Fees and Services

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

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Part IV

ITEM 15.     Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

1. Financial Statements: The information concerning Fortinet’s financial statements and the Report of Independent Registered Public Accounting Firm required by this Item 15(a)(1) is incorporated by reference herein to the section of this Annual Report on Form 10-K in Part II, Item 8, titled “Financial Statements and Supplementary Data.”

2. Financial Statement Schedule: Financial statement schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.

3. Exhibits : See Item 15(b) below. We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.

(b) Exhibits:

The exhibits listed on the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K is incorporated herein by reference as the list of exhibits required by this Item 15(b).

(c) Financial Statement Schedules: See Item 15(a) above.

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EXHIBIT INDEX

Exhibit
Number Description Form Incorporated by reference herein Date Filed Exhibit
Number

3.1
Restated Certificate of Incorporation
Quarterly Report on Form 10-Q (File No. 001-34511) August 7, 2023 3.3

3.2
Amended and Restated Bylaws Current Report on Form 8-K (File No. 001-34511) June 23, 2023 3.3

4.1
Specimen common stock certificate of the Company Registration Statement on Form S-l, as amended (File No. 333-161190) November 2, 2009 4.1

4.2 *
Description of Securities Registered Pursuant to Section 12 of the Exchange Act

10.1 †
Forms of Indemnification Agreement between the Company and its directors and officers Registration Statement on Form S-l (File No. 333-161190) August 10, 2009 10.1

10.2 †
Amended and Restated 2009 Equity Incentive Plan Quarterly Report on Form 10-Q (File No. 001-34511) August 1, 2019 10.1

10.3 †
Forms of stock option agreement under Amended and Restated 2009 Equity Incentive Plan Annual Report on Form 10-K (File No. 001-34511) February 28, 2012 10.5

10.4 †
Form of performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan Quarterly Report on Form 10-Q (File No. 001-34511) August 6, 2013 99.1

10.5 †
Forms of restricted stock unit award and performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Forms) Annual Report on Form 10-K (File No. 001-34511)
March 2, 2015
10.7

10.6 †
Form of restricted stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form) Annual Report on Form 10-K (File No. 001-34511) February 26, 2020 10.6

10.7 †
Form of stock option award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form) Annual Report on Form 10-K (File No. 001-34511) February 26, 2020 10.7

10.8 †
Fortinet, Inc. Amended Bonus Plan Annual Report on Form 10-K (File No. 001-34511) February 19, 2021 10.8

10.9 †
Fortinet, Inc. Cash and Equity Incentive Plan Quarterly Report on Form 10-Q (File No. 001-34511) November 5, 2013 10.1

10.10 †
Form of Change of Control Agreement between the Company and its directors Quarterly Report on Form 10-Q (File No. 001-34511) August 4, 2015 10.1

10.11 †
Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2024, between the Company and Ken Xie
Quarterly Report on Form 10-Q (File No. 001-34511) August 8, 2024
10.1

10.12 †
Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2024, between the Company and Michael Xie
Quarterly Report on Form 10-Q (File No. 001-34511) August 8, 2024
10.2

10.13 †
Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2024, between the Company and John Whittle
Quarterly Report on Form 10-Q (File No. 001-34511) August 8, 2024
10.3

10.14 †
Offer Letter, dated as of October 23, 2006, by and between the Company and John Whittle Registration Statement on Form S-l, as amended (File No. 333-161190) August 10, 2009
10.10

10.1 5 †
Change of Control Severance Agreement, effective as of May 15, 2025, between the Company and Christian Ohlgart
Quarterly Report on Form 10-Q (File No. 001-34511) August 8, 2025
10.1

10.1 6 †
Form of performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan
Quarterly Report on Form 10-Q (File No. 001-34511)
May 8, 2023 10.1

10.1 7 †
Form of restricted stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form)
Quarterly Report on Form 10-Q (File No. 001-34511)
May 8, 2023 10.2

19.1
Insider Trading Policy
Annual Report on Form 10-K (File No. 001-34511)
February 21, 2025 19.1

21.1 *
List of subsidiaries

23.1 *
Consent of Independent Registered Public Accounting Firm

24.1 *
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)

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31.1 *
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 **
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 **
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1
Compensation Recovery Policy Annual Report on Form 10-K (File No. 001-34511) February 6, 2024
97.1

101.INS *
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104 *
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________________________________

† Indicates management compensatory plan, contract or arrangement.
* Filed herewith.
** Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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ITEM 16.     Form 10-K summary

None.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 24, 2026

FORTINET, INC.

By: /s/    Ken Xie
Ken Xie, Chief Executive Officer and Chairman
(Duly Authorized Officer and Principal Executive Officer)

Date: February 24, 2026

FORTINET, INC.

By: /s/    Christiane Ohlgart        

Christiane Ohlgart, Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer)

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ken Xie and Christiane Ohlgart, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 

Signature    Title   Date

/s/    Ken Xie            Chief Executive Officer and Chairman   February 24, 2026
Ken Xie    (Principal Executive Officer)  

/s/    Christiane Ohlgart
   Chief Financial Officer   February 24, 2026
Christiane Ohlgart
   (Principal Financial Officer and Principal Accounting Officer)
 

/s/    Michael Xie            President, Chief Technology Officer and Director   February 24, 2026
Michael Xie     

/s/    Kenneth A. Goldman
   Director   February 24, 2026
Kenneth A. Goldman
    

/s/    Ming Hsieh      Director February 24, 2026
Ming Hsieh

/s/    Jean Hu            Director   February 24, 2026
Jean Hu     

/s/    Janet Napolitano
Director February 24, 2026
Janet Napolitano

/s/ Judith Sim    Director   February 24, 2026
Judith Sim     

/s/ Admiral James Stavridis Director February 24, 2026
Admiral James Stavridis

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