AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
When delivered through our network firewall appliances, functionality is accelerated through our proprietary ASIC technology.
Business overview / proprietary ASIC technology · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 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 · Filed 30/07/2026
