What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-21 · 11 added, 60 removed, 173 unchanged (29% of the section changed)

8 unchanged sentences

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission.

As permitted by applicable SEC guidance, management has excluded Lacework, a privately held data-driven cloud security company, Next DLP, a privately held data security company, and Perception Point, a privately held advanced collaboration and email security company from its assessment of internal control over financial reporting as of December 31, 2024, because Lacework, Next DLP and Perception Point were acquired by us in business combinations during the fiscal year ended December 31, 2024.

Lacework, Next DLP and Perception Point revenues represented approximately 0.5%, less than 0.1% and less than 0.1% of our consolidated total revenue, respectively, for the year ended December 31, 2024.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

2 unchanged sentences

Changes in Internal Control over Financial Reporting

There were no other changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

5 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 24, 2026, expressed an unqualified opinion on those financial statements.

As described in “Management’s Report on Internal Control over Financial Reporting”, management excluded from its assessment the internal control over financial reporting at Lacework, Inc.

(“Lacework”), a privately held data-driven cloud security company, Next DLP Holdings Limited (“Next DLP”), a privately held data security company, and Perception Point, Ltd.

(“Perception Point”), a privately held advanced collaboration and email security company from its assessment of internal control over financial reporting as of December 31, 2024.

Lacework, Next DLP, and Perception Point revenues represented approximately 0.5%, less than 0.1%, and less than 0.1%, respectively, of the Company’s consolidated total revenue for the year ended December 31, 2024.

Basis for Opinion

19 unchanged sentences

Rule 10b5-1 Trading Plans

On December 9, 2024 , William H.

Neukom , one of our directors , entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act for the purchase of shares of our common stock (the “Neukom Plan”) during an open trading window in accordance with our insider trading policy.

The Neukom Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Neukom Plan provides for the potential purchase by Mr.

Neukom of up to $35,000 worth of shares of our common stock per at the market price, on five dates between March 6, 2025 and March 6, 2026, as specified in the Neukom Plan.

On December 9, 2024 , Kenneth A.

Goldman , one of our directors , 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 “Goldman Plan”) during an open trading window in accordance with our insider trading policy.

The Goldman Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Goldman Plan provides for the potential sale by Mr.

Goldman of up to 3,000 shares of our common stock, issued upon the exercise of vested options to purchase shares of our common stock, at the market price, so long as the market price is equal to or greater than $95.00 per share, between March 10, 2025 and March 10, 2026.

On December 9, 2024 , Ken Xie , our Chief Executive Officer and one of our directors , 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 “Ken Xie Plan”) during an open trading window in accordance with our insider trading policy.

The Ken Xie Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Ken Xie Plan provides for the potential sale by Mr.

Xie of up to (a) 734,880 shares of our common stock, issued upon the vesting and settlement of RSUs and PSUs for shares of our common stock and the exercise of vested options to purchase shares of our common stock and (b) the net shares (which are not yet determinable) after shares are withheld to satisfy tax obligations upon such vesting and settlement of RSUs and PSUs, in each case, at the market price, all between March 10, 2025 and May 6, 2026.

On December 10, 2024 , Michael Xie , our Chief Technology Officer and one of our directors, 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 “Michael Xie Plan”) during an open trading window in accordance with our insider trading policy.

The Michael Xie Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Michael Xie Plan provides for the potential sale by Mr.

Xie of up to (a) 624,285 shares of our common stock, issued upon the vesting and settlement of RSUs for shares of our common stock and the exercise of vested options to purchase shares of our common stock and (b) the net shares (which are not yet determinable) after shares are withheld to satisfy tax obligations upon such vesting and settlement of RSUs and PSUs, in each case, at the market price, all between March 11, 2025 and May 6, 2026.

Each of the Neukom Plan, Goldman Plan, Ken Xie Plan and Michael Xie Plan (each, a “10b5-1 Plan,” and together, the “10b5-1 Plans”) includes a representation from each of Mr.

Ken Xie and Mr.

Michael Xie, 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 the respective 10b5-1 Plan at the time the respective 10b5-1 Plan were 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 Mr.

Ken Xie and Mr.

Michael Xie, as applicable, were unaware, or with respect to any material nonpublic information acquired by Mr.

Ken Xie and Mr.

Michael Xie 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 Mr.

Ken Xie or Mr.

Michael Xie or our other officers or directors, or their affiliated entities.

No director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevents Inspections

74 unchanged sentences

333-161190) August 10, 2009

Offer Letter, dated as of April 3, 2014, by and between the Company and Keith Jensen Annual Report on Form 10-K (File No.

001-34511) February 26, 2018 10.22

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2024, between the Company and Keith Jensen

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.

7 unchanged sentences

Insider Trading Policy

Annual Report on Form 10-K (File No.

February 21, 2025 19.1

List of subsidiaries

27 unchanged sentences

FORTINET, INC.

/s/ Keith Jensen

Keith Jensen, Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

February 21, 2025

FORTINET, INC.

/s/ Christiane Ohlgart

Christiane Ohlgart, Chief Accounting Officer

(Duly Authorized Officer and Principal Accounting Officer)

Christiane Ohlgart, Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ken Xie and Keith Jensen, 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.

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.

2 unchanged sentences

Ken Xie (Principal Executive Officer)

/s/ Keith Jensen Chief Financial Officer February 21, 2025

Keith Jensen (Principal Financial Officer)

/s/ Michael Xie President, Chief Technology Officer and Director February 21, 2025

/s/ Christiane Ohlgart

Principal Accounting Officer

February 21, 2025

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

/s/ Kenneth A.

5 unchanged sentences

Janet Napolitano

/s/ William H.

Neukom Director February 21, 2025

/s/ Judith Sim Director February 24, 2026

1 unchanged sentence

Admiral James Stavridis

/s/ Maggie Wilderotter

Director February 21, 2025

Maggie Wilderotter

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures