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Fortinet

NASDAQ: FTNT · USD

Fortinet (FTNT) Economic Moat Analysis—

Avantages concurrentiels, preuves datées et risques d’érosion.

Incertain avantage concurrentiel

Fortinet demonstrates current pricing power, repeat demand and strong execution. Its proprietary technology and integrated platform plausibly support differentiation and switching friction, but the supplied passages do not establish their durable competitive magnitude. This is insufficient evidence of a moat, rather than evidence of a weak competitive position.

Intangible assets

Proprietary ASIC technology and monetized intellectual property establish technological assets. Higher-performing product demand and successful pricing actions demonstrate commercial differentiation, but do not establish a durable cost or performance advantage over competitors.

Durabilité
Potentially persistent with continued innovation; patent counts and issuer performance comparisons do not establish the economic significance or remaining protection of individual technologies.
Concurrents
Comparaison non établie
Risques d’érosion
Technological substitution, security failures and component dependence could erode differentiation. Announced SP6 collaboration represents future development potential.
Ce qui invaliderait la thèse
The proposed advantage would be undermined by comparable alternatives eliminating performance or ownership-cost differences, accompanied by sustained discounting or customer losses despite continued product investment.
Preuves (4) · Contre-preuves (3)

Switching costs

A common operating system and deployments spanning integrated products plausibly create migration effort. Actual upselling and service growth support repeat demand; contractual revenue visibility does not itself demonstrate durable customer lock-in.

Durabilité
Existing integrations may support continuing demand, but migration costs, renewal performance and customer-level deployment depth are not quantified.
Concurrents
Comparaison non établie
Risques d’érosion
Refresh cycles allow customers to reconsider vendors, and interoperability with third-party environments limits any inference of exclusivity.
Ce qui invaliderait la thèse
The proposed switching advantage would be undermined by repeated displacement at refresh, deteriorating renewals or existing-customer spending, or demonstrated migration without material operational disruption.
Preuves (5) · Contre-preuves (3)

Évolution depuis la dernière analyse

  • Retain the previous uncertain verdict: current operating results support commercial strength but do not establish durable competitive barriers.
  • Re-establish all eight pricing and management grades from the current catalog; retain their previous levels.
  • Explicitly distinguish technological assets and potential switching friction from demonstrated moat durability, and add falsifiable invalidation conditions.

Limites de l’analyse

  • The supplied passages identify no named entities as direct competitors. Competitor arrays remain empty; suppliers, partners and companies in director biographies are not treated as competitors.
  • All evidence comes from issuer filings and releases. Reported operating outcomes support numerical assessments, while comparative technology and leadership claims remain issuer assertions.
  • No quantified migration costs, renewal rates, customer cohorts or comparable competitor economics establish durable lock-in or structural cost superiority.
  • Pricing actions demonstrate current outcomes, but their duration and rights to reprice existing contracts are not disclosed.
  • Executive ownership levels and realized long-term award vesting outcomes are not supplied; compensation alignment is assessed from implemented arrangements.
  • Generic risk disclosures describe possible erosion, not demonstrated customer losses. Announced collaborations and guidance are not completed operating achievements.
  • Source dates retain their supplied dateKind of filed; accounting periods and historical disclosure dates remain distinct from filing dates.

Indicateurs financiers à confronter à la thèse

Ratios calculés à partir des publications annuelles. Une valeur manquante reste indisponible. Les graphiques détaillés sont accessibles dans les autres onglets.

Indicateurs financiers à confronter à la thèse
PériodeGross marginOperating marginROICFCF margin
202176.6%19.5%464.9%36.0%
202275.4%21.9%—32.8%
202376.7%23.4%—32.6%
202480.6%30.3%—31.6%
202580.5%30.7%—32.7%

Pouvoir de fixation des prix63

  • Pricing outcomes

    Second-quarter 2026 selling prices benefited from implemented pricing actions alongside higher-performing model demand. Pricing actions primarily drove the product-margin improvement despite memory-cost pressure. Duration remains unestablished.

  • Customer demand

    Actual upselling, subscription and support growth, and committed future revenue provide indirect evidence of repeat demand. Deferred recognition and new sales prevent isolation of renewals; no retention rate is inferred.

  • Margin resilience

    Product margin improved despite memory-cost increases, while service margin was almost stable during infrastructure expansion. The total gross-margin decline principally reflected mix. This supports current resilience without establishing a moat from margins.

  • Pricing freedom

    Implemented pricing actions demonstrate practical discretion, and non-cancellable contracts support agreed revenue. Large-customer bargaining and availability commitments constrain terms; existing-contract repricing rights are undisclosed.

Management63

  • Capital discipline

    Multi-year cash generation and declining diluted shares support discipline. First-half 2026 operating cash funded capital spending, repurchases and debt repayment while cash increased. Historical inventory write-downs, substantial purchase commitments and an excess-commitment liability temper the assessment; current commitment expense was immaterial and investment returns are unestablished.

  • Incentive alignment

    Implemented 2025 bonuses combined growth and operating-income metrics, with actual incentives averaging 103% of target. Granted relative-TSR PSUs and recovery provisions support alignment. Payout discretion, severance acceleration and missing executive ownership evidence limit the conclusion; grants are not treated as vested awards.

  • Execution

    Multi-year revenue, services, operating income and cash generation increased, followed by first-half 2026 operating-income growth and observed demand and upselling. This is an operating-outcome assessment. Slow 2024 billings growth and inventory write-downs temper the record.

  • Governance

    Implemented majority voting, declassification, proxy access and removal of supermajority requirements support accountability. Most committees are independent and management reported effective controls. Board powers and takeover-related restrictions provide counterweights; exceptional oversight outcomes are not demonstrated.

Sources et méthode

Publication courante · Mis à jour 19/10/2026 · Version 9

Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.

Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 4/6 · 22/10/2026

Moat—

Insufficient evidence for every rubric criterion; no category score is inferred.

structural advantage · — · Proprietary technology, monetized IP and pricing outcomes support differentiation, but do not establish a durable structural advantage of sufficient competitive magnitude.

durability · — · The passages do not establish persistence of competitive advantages through technological change or quantify the protection provided by specific intellectual property.

customer dependency · — · Integration and upselling suggest customer embeddedness, but contractual visibility and deferred revenue cannot establish durable dependence or costly migration.

erosion resilience · — · Strong current results do not establish resistance to competitive displacement across refresh cycles; the disclosed displacement risk is prospective.

Pouvoir de fixation des prix63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 3/4 · Second-quarter 2026 selling prices benefited from implemented pricing actions alongside higher-performing model demand. Pricing actions primarily drove the product-margin improvement despite memory-cost pressure. Duration remains unestablished.

retention · 2/4 · Actual upselling, subscription and support growth, and committed future revenue provide indirect evidence of repeat demand. Deferred recognition and new sales prevent isolation of renewals; no retention rate is inferred.

margin resilience · 3/4 · Product margin improved despite memory-cost increases, while service margin was almost stable during infrastructure expansion. The total gross-margin decline principally reflected mix. This supports current resilience without establishing a moat from margins.

contractual freedom · 2/4 · Implemented pricing actions demonstrate practical discretion, and non-cancellable contracts support agreed revenue. Large-customer bargaining and availability commitments constrain terms; existing-contract repricing rights are undisclosed.

Prévisibilité98

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
100.00
Revenue growth volatility (pp)
7.77
Positive FCF years (%)
100.00
FCF margin volatility (pp)
1.51

Solidité financière83

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
100.00
netDebtEbitGrade
100.00
interestCoverageGrade
100.00
currentRatioGrade
33.77
Debt / FCF (x)
0.45
Net debt / operating income (x)
-0.72
Interest coverage (x)
103.72
Current ratio (x)
1.17

Allocation du capital—

Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year average dilution (%)
-1.43
3-year average SBC / revenue (%)
4.38
cashConversionGrade
100.00

Qualité du management63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Multi-year cash generation and declining diluted shares support discipline. First-half 2026 operating cash funded capital spending, repurchases and debt repayment while cash increased. Historical inventory write-downs, substantial purchase commitments and an excess-commitment liability temper the assessment; current commitment expense was immaterial and investment returns are unestablished.

incentive alignment · 3/4 · Implemented 2025 bonuses combined growth and operating-income metrics, with actual incentives averaging 103% of target. Granted relative-TSR PSUs and recovery provisions support alignment. Payout discretion, severance acceleration and missing executive ownership evidence limit the conclusion; grants are not treated as vested awards.

execution · 3/4 · Multi-year revenue, services, operating income and cash generation increased, followed by first-half 2026 operating-income growth and observed demand and upselling. This is an operating-outcome assessment. Slow 2024 billings growth and inventory write-downs temper the record.

governance · 2/4 · Implemented majority voting, declassification, proxy access and removal of supermajority requirements support accountability. Most committees are independent and management reported effective controls. Board powers and takeover-related restrictions provide counterweights; exceptional oversight outcomes are not demonstrated.

Preuves

When delivered through our network firewall appliances, functionality is accelerated through our proprietary ASIC technology.

Business overview / proprietary ASIC technology · Dépôt 30/07/2026

We periodically have discussions with third parties regarding licensing Fortinet’s intellectual property (“IP”) and have sometimes taken legal action against competitors to protect our IP, and as a result third parties have paid us fees in return for licenses or covenants-not-to-sue related to Fortinet IP.

Business / intellectual property licensing · Dépôt 26/02/2024

Product revenue increased $264.1 million, or 52%, during the three months ended June 30, 2026 compared to the same period last year, primarily driven by hardware revenue growth resulting from higher unit shipments year over year, higher average selling prices resulting from customer demand for higher-performing models and recent pricing actions.

MD&A / product revenue and average selling prices · Dépôt 30/07/2026

Product gross margin increased 2.4 percentage points during the three months ended June 30, 2026 compared to the same period last year, primarily driven by recent pricing actions, partially offset by a shift in revenue mix to hardware and increased costs of memory chips.

MD&A / product gross margin and pricing actions · Dépôt 30/07/2026

We cannot ensure that we will be successful in developing and introducing new offerings with enhanced functionality on a timely basis, or that our product and service offerings, if introduced, will enable us to maintain our prices, gross profits and operating margin at levels that will allow us to maintain profitability.

Risk factors / innovation and sustaining prices · Dépôt 30/07/2026

We have no long-term contracts or arrangements with our third-party manufacturers that guarantee capacity, the continuation of particular payment terms or the extension of credit limits.

Risk factors / manufacturing contracts · Dépôt 30/07/2026

Recent Business Highlights •Announced a strategic collaboration with Intel to develop Fortinet Security Processor 6 (SP6), combining Fortinet’s proprietary, purpose-built security processor expertise with Intel’s advanced design, development, packaging, and manufacturing capabilities to accelerate SP6 development while strengthening the resilience and diversity of Fortinet’s global supply chain.

Business highlights / announced SP6 collaboration · Dépôt 29/07/2026

It provides consistent integration across secure SD-WAN and Security Service Edge, using FortiOS as the common operating system and policy framework.

Business overview / common operating system and policy framework · Dépôt 30/07/2026

An end-customer deployment may involve as few as one or as many as dozens of different types of integrated products and services from across our broad portfolio that spans secure networking, unified SASE, and security operations.

Business / customer deployment breadth · Dépôt 26/02/2024

We experienced product revenue growth across our hardware products and software licensing, mainly driven by growth in secure networking hardware products and term licenses, including increased demand for higher performance products, deployments related to AI infrastructure, technology upgrades, upsell activity, and expansion into new use cases.

MD&A / product demand and upselling · Dépôt 30/07/2026

Security subscription revenue increased $85.3 million, or 13%, and technical support and other services revenue increased $68.5 million, or 14%, during the three months ended June 30, 2026 compared to the same period last year.

MD&A / subscription and support revenue growth · Dépôt 30/07/2026

Transaction Price Allocated to the Remaining Performance Obligations As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $7.73 billion, which was substantially comprised of deferred security subscription and technical support services revenue as well as unbilled contract revenue from non-cancellable contracts that will be recognized in future periods.

Revenue note / remaining performance obligations · Dépôt 30/07/2026

As our customers refresh the security products bought in prior years, they may seek to consolidate vendors, which may result in current customers choosing to purchase products from our competitors on an ongoing basis.

Risk factors / vendor displacement at refresh · Dépôt 30/07/2026

These solutions integrate with Fortinet and third-party environments and support deployment across physical, virtual, cloud, and SaaS delivery models.

Business overview / third-party integration · Dépôt 30/07/2026

Of the service revenue recognized during the three months ended June 30, 2026 and 2025, 90% was included in the deferred revenue balance as of March 31, 2026 and 2025, respectively.

MD&A / service revenue from deferred balances · Dépôt 30/07/2026

35 Table of Contents Cost of revenue and gross margin Three Months Ended June 30, 2026 June 30, 2025 Change % Change (in millions, except percentages) Cost of revenue: Product $ 233.8 $ 165.9 $ 67.9 41 % Service 170.9 149.0 21.9 15 Total cost of revenue $ 404.7 $ 314.9 $ 89.8 29 % Gross margin (%): Product 69.8 % 67.4 % Service 86.6 86.7 Total gross margin 80.2 % 80.7 % Total gross margin decreased 0.5 percentage points during the three months ended June 30, 2026 compared to the same period last year, primarily driven by a shift in the revenue mix to lower margin product revenue.

MD&A / gross margins and revenue mix · Dépôt 30/07/2026

Service gross margin decreased 0.1 percentage points during the three months ended June 30, 2026 compared to the same period last year, primarily driven by increased costs related to the continued expansion of our data center and cloud services, partially offset by service revenue growth outpacing increases in labor costs.

MD&A / service margin and infrastructure costs · Dépôt 30/07/2026

These risks include: •increased competition from competitors that traditionally target large- and medium-sized businesses, service providers and government organizations and that may already have purchase commitments from those end-customers; •increased purchasing power and leverage held by large end-customers in negotiating contractual arrangements; •unanticipated changes in the capital resources or purchasing behavior of large end-customers, including changes in the volume and frequency of their purchases and changes in the mix of products and services, willingness to change to cloud delivery model and related payment terms; •more stringent support requirements in our support service contracts, including stricter support response times, more complex requirements and increased penalties for any failure to meet support requirements; •longer sales cycles and the associated risk that deals are delayed and that substantial time and resources may be spent on a potential end-customer that elects not to purchase our products and services; •increased requirements from these customers that we have certain third-party security or other certifications, which we may not have, the lack of which may adversely affect our ability to successfully sell to such customers; •uncertainty as to timing to close large deals and any delays in closing those deals; and •longer ramp-up periods for enterprise sales personnel as compared to other sales personnel.

Risk factors / large-customer bargaining and support terms · Dépôt 25/02/2026

We typically commit to our customers that our cloud-based subscription services will maintain a minimum service-level of availability.

Risk factors / contractual service availability commitments · Dépôt 25/02/2026

Liquidity and Capital Resources As of December 31, 2025 2024 2023 (in millions) Cash and cash equivalents $ 2,495.3 $ 2,875.9 $ 1,397.9 Short-term investments 1,087.2 1,190.6 1,042.5 Long-term investments 339.7 — — Total cash, cash equivalents and investments $ 3,922.2 $ 4,066.5 $ 2,440.4 Working capital $ 866.2 $ 1,910.8 $ 709.3 Year Ended December 31, 2025 2024 2023 (in millions) Net cash provided by operating activities $ 2,590.6 $ 2,258.1 $ 1,935.5 Net cash used in investing activities (599.1) (727.4) (649.3) Net cash used in financing activities (2,371.5) (50.1) (1,570.4) Effect of exchange rate changes on cash and cash equivalents (0.6) (2.6) (0.8) Net increase (decrease) in cash and cash equivalents $ (380.6) $ 1,478.0 $ (285.0) 71 Table of Contents Liquidity and capital resources are primarily impacted by our operating activities, as well as repurchases of our common stock, real estate purchases and other capital expenditures, investment grade debt balance, payments of taxes in connection with the net settlement of equity awards, proceeds from the issuance of common stock and business combinations.

MD&A / multi-year operating cash flows and liquidity · Dépôt 25/02/2026

CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts) Year Ended December 31, 2025 2024 2023 REVENUE: Product $ 2,218.4 $ 1,908.7 $ 1,927.3 Service 4,581.2 4,047.1 3,377.5 Total revenue 6,799.6 5,955.8 5,304.8 COST OF REVENUE: Product 725.4 652.0 763.6 Service 603.5 505.6 473.6 Total cost of revenue 1,328.9 1,157.6 1,237.2 GROSS PROFIT: Product 1,493.0 1,256.7 1,163.7 Service 3,977.7 3,541.5 2,903.9 Total gross profit 5,470.7 4,798.2 4,067.6 OPERATING EXPENSES: Research and development 815.5 716.8 613.8 Sales and marketing 2,347.5 2,044.8 2,006.0 General and administrative 233.4 237.8 211.3 Gain on intellectual property matters (10.4) (4.6) (4.6) Total operating expenses 3,386.0 2,994.8 2,826.5 OPERATING INCOME 2,084.7 1,803.4 1,241.1 INTEREST INCOME 162.3 155.2 119.7 INTEREST EXPENSE (20.1) (20.0) (21.0) OTHER INCOME (EXPENSE)—NET 55.3 119.9 (6.1) INCOME BEFORE INCOME TAXES AND GAIN (LOSS) FROM EQUITY METHOD INVESTMENTS 2,282.2 2,058.5 1,333.7 PROVISION FOR INCOME TAXES 439.1 283.9 143.8 GAIN (LOSS) FROM EQUITY METHOD INVESTMENTS 10.3 (29.4) (42.1) NET INCOME $ 1,853.4 $ 1,745.2 $ 1,147.8 Net income per share (Note 8): Basic $ 2.45 $ 2.28 $ 1.47 Diluted $ 2.42 $ 2.26 $ 1.46 Weighted-average shares used to compute net income per share: Basic 758.0 764.4 778.6 Diluted 764.6 771.9 788.2 See notes to consolidated financial statements.

Financial statements / operating results and diluted shares · Dépôt 25/02/2026

Inventory write-downs related to excess and obsolete inventory were not material for the year ended December 31, 2025, and were $37.1 million and $35.8 million for the years ended December 31, 2024 and 2023 respectively.

Inventory note / realized inventory write-downs · Dépôt 25/02/2026

As of June 30, 2026, we had $1.67 billion of non-cancelable inventory purchase commitments with our independent contract manufacturers.

Commitments note / non-cancelable inventory purchases · Dépôt 30/07/2026

As of June 30, 2026 and December 31, 2025, the liability for these inventory purchase commitments was $24.0 million and $26.7 million, respectively, and was recorded in accrued liabilities on our condensed consolidated balance sheets.

Commitments note / excess purchase-commitment liability · Dépôt 30/07/2026

The expense related to such accrued liability for inventory purchase commitments was not material during the three and six months ended June 30, 2026 and 2025.

Commitments note / current commitment expense · Dépôt 30/07/2026

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in millions) Six Months Ended June 30, 2026 June 30, 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,140.8 $ 873.5 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 151.8 135.2 Amortization of deferred contract costs 190.9 160.0 Depreciation and amortization 81.2 74.1 Amortization of investment discounts (9.3) (19.4) Other (47.7) (44.8) Changes in operating assets and liabilities, net of impact of business combinations: (11.7) Accounts payable 49.7 46.8 Accrued liabilities 54.5 (9.7) Accrued payroll and compensation 10.0 22.9 Deferred revenue 559.9 204.8 Other liabilities (4.6) 10.3 Net cash provided by operating activities 2,120.7 1,315.2 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investments (756.0) (976.5) Sales of investments 118.4 5.7 Maturities of investments 587.5 869.6 Purchases of property and equipment (148.6) (234.3) Payments made in connection with business combinations, net of cash acquired — (41.6) Other 8.4 0.1 Net cash used in investing activities (190.3) (377.0) CASH FLOWS FROM FINANCING ACTIVITIES:

Cash flow statement / operating cash flow and capital expenditures · Dépôt 29/07/2026

Repurchase and retirement of common stock (972.8) (401.1) Repayment of senior notes (500.0) — Proceeds from issuance of common stock 62.3 31.3 Taxes paid related to net share settlement of equity awards (59.1) (77.0) Other (21.2) (0.1) Net cash used in financing activities (1,490.8) (446.9) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS — 1.3 NET INCREASE IN CASH AND CASH EQUIVALENTS 439.6 492.6 CASH AND CASH EQUIVALENTS—Beginning of period 2,495.3 2,875.9 CASH AND CASH EQUIVALENTS—End of period $ 2,934.9 $ 3,368.5 Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures

Cash flow statement / repurchases, debt repayment and cash · Dépôt 29/07/2026

Whittle 90 % 90 % 2025 Bonus Program In 2025, the Human Resources Committee based the Bonus Program funding on achievement of revenue, billings, and operating income targets, as set forth in more detail below, with 35% of the bonus pool funding based on revenue achievement, 35% of the bonus pool funding based on billings achievement, and 30% of the bonus pool funding based on operating income achievement.

Compensation discussion / implemented 2025 bonus metrics · Dépôt 29/04/2026

Based on our growth and profitability for the year, and after accounting for individual performance during the year, our executives earned 103% of their target annual incentives, on average.

Compensation highlights / actual incentive achievement · Dépôt 29/04/2026

• Continued to Emphasize Performance-Based Long-Term Incentives: In 2025, our NEOs were granted long-term incentive awards in a mix of time-based restricted stock units (“RSUs”) and performance-based awards (“PSUs”) that are eligible to be earned based on our relative total stockholder return (“TSR”) as compared to the S&P 500.

Compensation highlights / granted relative-TSR awards · Dépôt 29/04/2026

Performance-based compensation provided under the Bonus Program and PSUs granted to our NEOs are subject to recovery pursuant to the Clawback Policy discussed above in “— Corporate Governance — Clawback Policy.”

Compensation discussion / compensation recovery · Dépôt 29/04/2026

The Human Resources Committee has the discretion to increase or decrease a payout under our variable pay program at any time in the event that it determines that circumstances warrant adjustment.

Compensation discussion / committee payout discretion · Dépôt 29/04/2026

Also pursuant to each Change of Control Agreement, if an NEO is terminated without Cause or if an NEO terminates the NEO’s employment for Good Reason within the 12-month period following a Change of Control (or, in the case of the CEO only, within the period commencing three months prior and ending 12-months following a Change of Control), each such period, as applicable, the “Change in Control Period,” the NEO 49 Table of Contents will be entitled to: (i) continuing base salary for 12 months following termination (at the greater of the base salary in effect immediately prior to (A) the Change of Control and (B) the NEO’s termination date); (ii) an additional severance payment equal to the NEO’s annual target bonus for the year in which the termination occurs, payable in a lump sum; (iii) acceleration of 100% of the unvested equity awards subject to time-based and performance-based vesting then held by the NEO (with performance deemed achieved at target, unless otherwise set forth in the applicable award agreement); and (iv) 12 months of medical, dental and/or vision COBRA premiums for the NEO and/or the NEO’s eligible dependents.

Compensation / change-of-control severance and acceleration · Dépôt 29/04/2026

Operating income and margin We generated operating income of $1.27 billion during the six months ended June 30, 2026, an increase of $357.5 million, or 39%, compared to $911.8 million in the same period last year.

MD&A / first-half operating-income growth · Dépôt 30/07/2026

Total billings were $6.53 billion in 2024, an increase of 2% compared to $6.40 billion in 2023.

MD&A / 2024 billings growth · Dépôt 21/02/2025

20 Table of Contents As part of our engagement with stockholders, we regularly evaluate our corporate governance structure and practices, and have implemented the following measures, among others: adopted a majority voting standard for uncontested elections of directors; removed supermajority voting requirements in our certificate of incorporation and bylaws; allowed stockholders to call special meetings of our stockholders; declassified our Board of Directors; implemented proxy access; and implemented stock ownership guidelines with respect to our non-employee directors.

Corporate governance / implemented shareholder rights · Dépôt 29/04/2026

• All committees of the Board of Directors are composed of independent directors, with the exception of the Cybersecurity Committee.

Corporate governance / committee independence · Dépôt 29/04/2026

Although our most recent assessment, testing and evaluation resulted in our conclusion that, as of December 31, 2025, our internal controls over financial reporting were effective, we cannot predict the outcome of our testing in 2026 or future periods and there can be no assurance that, in the future, our internal controls over financial reporting will be effective or deemed effective.

Risk factors / management assessment of internal controls · Dépôt 30/07/2026

Our corporate governance documents include provisions: •authorizing “blank check” preferred stock, which could be issued by the board without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock; •limiting the liability of, and providing indemnification to, our directors and officers; •requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors; •providing that certain litigation matters may only be brought against us in state or federal courts in the State of Delaware; •controlling the procedures for the conduct and scheduling of board and stockholder meetings; and •providing the board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

Risk factors / board powers and governance restrictions · Dépôt 30/07/2026

Historique des publications

Historique des publications
VersionMis à jourAvantage concurrentiel
922/10/2026uncertain
819/10/2026uncertain
719/10/2026uncertain
619/10/2026uncertain
519/10/2026uncertain
418/10/2026uncertain
318/10/2026uncertain
218/10/2026uncertain
118/10/2026Indisponible

Sources

Méthode et limites de l’analyse · Comprendre ce concept