Published
# Fortinet, Inc. (FTNT) — Recent Events ## Filings that contain financial statements The following Form 8-K filings furnish Exhibit 99.1 earnings press releases containing full condensed consolidated balance sheets, statements of income, statements of cash flows, and GAAP-to-non-GAAP reconciliations: - **Accession 0001262039-26-000018** (filed July 29, 2026) — second quarter and six months ended June 30, 2026, with comparative prior-year periods. - **Accession 0001262039-26-000010** (filed May 6, 2026) — first quarter ended March 31, 2026, with comparative prior-year period. - **Accession 0001262039-26-000003** (filed February 5, 2026) — fourth quarter and full year ended December 31, 2025, with comparative prior-year periods. - **Accession 0001262039-25-000036** (filed November 5, 2025) — third quarter and nine months ended September 30, 2025, with comparative prior-year periods. - **Accession 0001262039-25-000025** (filed August 6, 2025) — second quarter ended June 30, 2025, with comparative prior-year period. - **Accession 0001262039-25-000014** (filed May 7, 2025) — first quarter ended March 31, 2025, with comparative prior-year period. - **Accession 0001262039-25-000007** (filed February 6, 2025) — fourth quarter and full year ended December 31, 2024, with comparative prior-year periods. - **Accession 0001262039-24-000040** (filed November 7, 2024) — third quarter ended September 30, 2024, with comparative prior-year period. - **Accession 0001262039-24-000034** (Form 8-K/A, filed August 7, 2024, reporting the August 6, 2024 event) — corrected version of the second-quarter 2024 press release, solely to fix a clerical error in third-quarter and full-year 2024 non-GAAP diluted EPS guidance; the underlying financial statements were not restated. ## Earnings and guidance **Second quarter 2026 (reported July 29, 2026; accession 0001262039-26-000018).** Revenue grew 26% year over year to $2.05 billion, with product revenue up 52% to $773 million. Billings grew 33% to $2.37 billion. GAAP operating margin was 34% and non-GAAP operating margin was 38%. GAAP diluted EPS grew 44% to $0.82 and non-GAAP diluted EPS grew 41% to $0.90. Operating cash flow was $1.04 billion and free cash flow was $966 million. Fortinet raised full-year 2026 guidance to approximately 19% year-over-year revenue growth, guiding to third-quarter revenue of $2.010–$2.100 billion and full-year revenue of $8.020–$8.180 billion. The same release announced a strategic collaboration with Intel to develop the Fortinet Security Processor 6 (SP6), combining Fortinet's purpose-built security processor expertise with Intel's design, development, packaging and manufacturing capabilities; the launch of the FortiGate 1200G series with FortiSASE Outpost, targeted at sovereignty, performance and AI infrastructure requirements; and AI partnerships with Anthropic, OpenAI and NVIDIA. The release also disclosed that Moody's upgraded Fortinet's senior unsecured notes rating to A3 from Baa1. **First quarter 2026 (reported May 6, 2026; accession 0001262039-26-000010).** Revenue grew 20% year over year to $1.85 billion; product revenue grew 41% to $645 million. Billings grew 31% to $2.09 billion. GAAP operating margin was 31% and non-GAAP operating margin was 36%. GAAP diluted EPS grew 29% to $0.72 and non-GAAP diluted EPS grew 41% to $0.82. Operating cash flow and free cash flow both reached quarterly records of $1.08 billion and $1.01 billion, respectively. Fortinet raised full-year 2026 revenue guidance to approximately 15% growth. **Fourth quarter and full year 2025 (reported February 5, 2026; accession 0001262039-26-000003).** Fourth-quarter revenue grew 15% to $1.91 billion; full-year revenue grew 14% to $6.80 billion. Full-year billings grew 16% to $7.55 billion and free cash flow was $2.21 billion. Full-year GAAP operating margin was 31% and non-GAAP operating margin was 35%. The company said it exceeded its "Rule of 45" benchmark for the sixth consecutive year. In January 2026, Fortinet's board of directors had approved a $1.0 billion increase to the share repurchase program, bringing the aggregate authorization to $10.25 billion through February 28, 2027; the February 5, 2026 release announced the increase, noting about $1.38 billion remained available as of February 4, 2026. **Third quarter 2025 (reported November 5, 2025; accession 0001262039-25-000036).** Revenue grew 14% year over year to $1.72 billion; product revenue grew 18% to $559.3 million. Billings grew 14% to $1.81 billion. GAAP operating margin reached a third-quarter record of 32% and non-GAAP operating margin reached a record 37%. **Second quarter 2025 (reported August 6, 2025; accession 0001262039-25-000025).** Revenue grew 14% year over year to $1.63 billion; product revenue grew 12% to $508.9 million. Billings grew 15% to $1.78 billion. GAAP operating margin was 28% and non-GAAP operating margin was 33%. Fortinet raised its full-year 2025 billings guidance midpoint by $100 million. **First quarter 2025 (reported May 7, 2025; accession 0001262039-25-000014).** Revenue grew 14% year over year to $1.54 billion; product revenue grew 12% to $459.1 million. Billings grew 14% to $1.60 billion. GAAP operating margin was a first-quarter record of 29% and non-GAAP operating margin was a first-quarter record of 34%. **Fourth quarter and full year 2024 (reported February 6, 2025; accession 0001262039-25-000007).** Fourth-quarter revenue grew 17% to $1.66 billion, with product revenue up 18% to $574.0 million; full-year revenue grew 12% to $5.96 billion. Fourth-quarter billings were $2.00 billion, up 7% year over year, and full-year billings were $6.53 billion, up 2%. Fourth-quarter GAAP operating margin was a record 35% and non-GAAP operating margin was a record 39%; full-year GAAP operating margin was 30% and non-GAAP operating margin was 35%. The company said it exceeded its "Rule of 45" benchmark for the fifth consecutive year. Guidance for the first quarter of 2025 called for revenue of $1.500–$1.560 billion. **Third quarter 2024 (reported November 7, 2024; accession 0001262039-24-000040).** Revenue grew 13% year over year to $1.51 billion; service revenue grew 19%, while billings grew 6% to $1.58 billion and product revenue was $473.9 million, up 2% from $465.9 million. GAAP operating margin was a record 31.2% and non-GAAP operating margin was a record 36.1%. Fortinet raised its 2024 revenue and non-GAAP operating margin guidance and disclosed that its board had increased the share repurchase authorization by $1 billion in October 2024, leaving approximately $2.03 billion available as of the release date. **Second quarter 2024 guidance correction (August 6, 2024; accession 0001262039-24-000034, Form 8-K/A).** Fortinet amended its original second-quarter 2024 Form 8-K solely to correct a clerical error in its diluted non-GAAP EPS guidance, restating expected diluted non-GAAP EPS to $0.50–$0.52 for the third quarter of 2024 and $2.00–$2.04 for full-year 2024. No other changes were made to the original filing or press release. ## Capital return **August 21, 2025 (accession 0001262039-25-000033).** Fortinet's board increased the share repurchase authorization by $1 billion, to an aggregate of up to $9.25 billion, and extended the program's expiration from February 28, 2026 to February 28, 2027. Approximately $1.23 billion remained available under the program as of that date. (This authorization was subsequently increased again to $10.25 billion in connection with the February 2026 fourth-quarter earnings release, described above.) ## Board and management changes **May 13, 2025 (accession 0001262039-25-000020, Form 8-K/A).** The board appointed Christiane Ohlgart as Chief Financial Officer, effective upon the retirement of Keith Jensen, with an annual base salary of $480,000, an 80% target bonus, and equity awards with target values of $500,000 in RSUs and $500,000 in performance stock units. **February 4, 2025 (accession 0001262039-25-000007).** Chief Financial Officer Keith Jensen notified the company of his intention to retire effective May 15, 2025, after approximately 11 years at Fortinet. The board named Christiane Ohlgart, then Chief Accounting Officer, to succeed him as CFO effective upon the retirement; she remained Principal Accounting Officer. **November 6, 2024 (accession 0001262039-24-000045; amended January 17, 2025 under accession 0001262039-25-000003).** The board expanded from nine to ten directors and appointed Janet Napolitano — former U.S. Secretary of Homeland Security and former Arizona governor — to fill the new seat, effective November 7, 2024. On January 17, 2025 the board appointed Ms. Napolitano to its Cybersecurity Committee. ## Annual meetings **June 12, 2026 (accession 0001262039-26-000015).** Stockholders re-elected all nine director nominees, ratified Deloitte & Touche LLP as independent auditor for fiscal 2026, and approved, on an advisory basis, executive compensation. **June 13, 2025 (accession 0001262039-25-000022).** Stockholders re-elected all nine director nominees, ratified Deloitte & Touche LLP as independent auditor for fiscal 2025, approved executive compensation on an advisory basis, and rejected a stockholder proposal to split the Chairman and CEO roles. ## Not reflected in these filings No M&A signing or closing, debt issuance, dividend initiation, restructuring, impairment, or legal/regulatory outcome disclosures appear among the Form 8-K filings reviewed for this period. Fortinet's periodic 10-K and 10-Q filings disclose routine business-combination payments (cash paid in connection with acquisitions appears in the cash-flow statements above), but no acquisition was announced or closed via a standalone Form 8-K in the period covered.