Fortinet, Inc.

On August 6, 2025, Fortinet released its second quarter 2025 financial results, revealing that the Company was “approximately 40% to 50% of the way through the 2026 [firewall] upgrade cycle at the end of the second quarter based on the remaining active units and service contracts[.]” Additionally, the Company issued weaker-than-expected revenue guidance for the upcoming third quarter, projecting revenue between $1.67 billion and $1.73 billion.

On this news, Fortinet’s stock price fell $21.28, or 22%, to close at $75.30 per share on August 7, 2025, thereby injuring investors.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) the refresh cycle would never be as lucrative as they represented, nor could it, because it consisted of old products that were a “small percentage” of the Company’s business; (2) Defendants did not have a clear picture of the true number of FortiGate firewalls that could be upgraded; (3) while telling investors that the refresh would gain momentum over the course of two years, Fortinet misrepresented and concealed that it had aggressively pushed through roughly half of the refresh in a period of months, by the end of 2Q 2025; and (4) as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.