Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced, at the Annual Meeting of Stockholders of Fortinet, Inc. ("Fortinet") held on June 17, 2022 (the "Annual Meeting"), Fortinet's stockholders approved an amended and restated certificate of incorporation for Fortinet (the "Restated Certificate") in order to implement a five-for-one forward stock split (the "Stock Split") and to make certain other changes as reflected in the Restated Certificate and described in Fortinet's Definitive Proxy Statement for the Annual Meeting, as filed with the Securities and Exchange Commission on May 2, 2022. The Restated Certificate was previously approved by Fortinet's Board of Directors (the "Board of Directors"), subject to the adoption of Fortinet's stockholders.

The Restated Certificate became effective upon acceptance of the filing by the Secretary of State of the State of Delaware (the "Effective Time"). Pursuant to the Restated Certificate, the Stock Split and the proportional increase to the number of authorized shares of Fortinet's common stock (the "Share Increase") also became effective at the Effective Time. As of the Effective Time, book-entries representing outstanding shares of Fortinet's common stock immediately represented a number of shares equal to the same number of shares of common stock as is reflected on the book-entries, multiplied by five.

The foregoing description of the Restated Certificate, including the Stock Split and the Share Increase, is qualified in its entirety by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.             Description
  3.1                     Amended and Restated Certificat    e     of Incorporation
104                     Cover Page Interactive Data File - the cover page for this Current Report on
                        Form 8-K is formatted in iXBRL

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