Introduction to the Fortinet Class Action Lawsuit

The Fortinet Class Action Lawsuit, Oklahoma Firefighters Pension and Retirement System v. Fortinet, Inc., No. 25-cv-08037 (N.D. Cal.), seeks to represent purchasers or acquirers of Fortinet, Inc. (NASDAQ: FTNT) common stock between November 8, 2024 and August 6, 2025,

Key lawsuit information:

  • Case Caption: Oklahoma Firefighters Pension and Retirement System v. Fortinet, Inc., No. 25-cv-08037 (N.D. Cal.)
  • Class Period: November 8, 2024 – August 6, 2025
  • Company: Fortinet, Inc. (NASDAQ: FTNT)ldings plc (NYSE: TROX)
  • Allegations: The lawsuit alleges that the company and its executives violated the Securities Exchange Act of 1934 by making false and/or misleading statements and/or failing to disclose material facts to investors.

Understanding Securities Fraud Class Action Lawsuits

Securities fraud class action lawsuits provide a crucial legal mechanism for investors who have suffered financial losses due to corporate malfeasance. These lawsuits arise when a company or its executives engage in deceptive practices that mislead investors about the company’s financial health or prospects. The goal of such litigation is to:
  • Hold the perpetrators accountable for their actions.
  • Secure financial compensation for the affected investors.
Securities fraud can involve various deceptive activities, such as:
  • Insider trading
  • False or misleading financial statements
  • Misleading disclosures that harm market integrity and investor confidence. 

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Allegations in the Fortinet Class Action Lawsuit

The Fortinet class action lawsuit alleges that:

  • (i) defendants knew that 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 Fortinet’s business;
  • (ii) defendants misrepresented and concealed that they did not have a clear picture of the true number of FortiGate firewalls that could be upgraded; and
  • (iii) 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 the second quarter of 2025.

The Fortinet class action lawsuit further alleges that on August 6, 2025, Fortinet revealed during its earnings call that Fortinet was already “approximately 40% to 50% of the way through the 2026 upgrade cycle at the end of the second quarter [of 2025].”  The complaint also alleges that defendants:

  • (i) admitted that “it’s hard[] for us to predict” the total number of FortiGates requiring an upgrade;
  • (ii) suggested customers had “excess [firewall] capacity from [purchasing firewalls in] prior years” and therefore did not need to upgrade; and
  • (iii) revealed that the refresh could not have had “much business impact” as it consisted of only a “small percentage” of Fortinet’s business because the products were “12 to 15 years” old and had been sold at a time when Fortinet’s business was 5-10 times smaller, meaning that the total number of FortiGates eligible for an upgrade was inherently limited.

On this news, the price of Fortinet common stock fell more than 22%, according to the complaint.

The Lead Plaintiff Process in the Fortinet Class Action Lawsuit

What the PSLRA means for investors

  • You can still recover even if you are not the lead plaintiff. An investor’s ability to share in any potential future recovery of the class action lawsuit is not dependent upon serving as lead plaintiff.
  • Any investor can seek appointment. Any investor who purchased and suffered losses in Fortinet stock may seek appointment as a lead plaintiff in Fortinet the class action lawsuit.
  • Largest financial interest. A lead plaintiff is generally the movant with the greatest financial interest in the relief sought by the class.
  • Directing the lawsuit. A lead plaintiff acts on behalf of all other class members in directing the class action lawsuit and can select a law firm of their choice to litigate the case. 

The Lead Plaintiff Deadline in the Fortinet Class Action Lawsuit

Lead plaintiff motions for the Fortinet class action lawsuit must be filed with the court no later than November 21, 2025. When a securities class action is filed:

  • Anyone who wants to be the lead plaintiff on behalf of the class must thereafter file a motion to be appointed as lead plaintiff(s) no later than 60 days after the notice was published.

The Benefits of Serving as a Lead Plaintiff in the Fortinet Class Action Lawsuit

  • Influencing litigation strategy: As a lead plaintiff, you have a direct voice in key strategic decisions, including the decision to settle or proceed to trial.
  • Active participation in the case: You will be able to review important court filings, monitor the progress of the case, and discuss litigation strategies with legal counsel.

The Responsibilities the Lead Plaintiff Will Have in the Fortinet Class Action Lawsuit

As a lead plaintiff, you have a fiduciary duty to act in the best interests of the class. This involves a commitment of your time and attention to key aspects of the lawsuit. Your responsibilities will include:
  • Reviewing legal documents: You will review and provide feedback on important court filings before they are submitted.
  • Discussing strategy: You will work directly with lead counsel to discuss litigation strategies and key decisions.
  • Potential participation in legal events: This may include attending depositions and hearings, if necessary.

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The Eligibility Criteria for Lead Plaintiff Appointment in the Fortinet Class Action Lawsuit

To be eligible for appointment as the lead plaintiff in the Fortinet class action lawsuit, an investor must meet the following criteria:

  • Securities Acquisition: The investor must have purchased or acquired Fortinet, Inc. (NASDAQ: FTNT) common stock between November 8, 2024 and August 6, 2025.
  • Financial Losses: The investor must have suffered financial losses as a direct result of the alleged securities fraud perpetrated by Fortinet common stock between November 8, 2024 and August 6, 2025 and its executives.

 

It is crucial to note that both domestic and international investors who meet these criteria are eligible to seek appointment as the lead plaintiff in the class action lawsuit, as courts have consistently recognized the rights of non-U.S. investors in securities class actions.

Options Available to Shareholders in the Fortinet Class Action Lawsuit

Shareholders in a securities class action lawsuit can choose to join the class action and receive a portion of the settlement, or they can “opt out” to pursue an independent, direct action against the company.

Options also include selling the right to a recovery, and, in some cases, investors may be able to influence the lawsuit by voting on certain proposals, although the latter is less common and not always an option.

    • This is the default option for eligible investors.
    • What it is: You are included in the lawsuit and share in the recovery from a settlement.
    • Considerations: Recovery can be small (average of about 2% of losses), and payouts can take a long time due to the length of the class action and claims administration process.

 

    • This allows you to pursue a direct, individual claim.
    • What it is: You are no longer part of the class and are not bound by the class action’s settlement or outcome.

 

  • Sell the claim:
    • It is possible to sell your right to the class action settlement recovery.
    • What it is: You can transfer the right to the future payout to a third party in exchange for a smaller, immediate payment.
    • Considerations: This can provide immediate liquidity, but you will not receive any money from the class action settlement.

 

  • Vote on proposals (less common):
    • In some instances, shareholders may have the opportunity to vote on proposals related to the class action.
    • What it is: These are typically “ex ante” proposals before a lawsuit is filed or “ex post” proposals after a lawsuit is filed.
    • Considerations: The ability to vote is not guaranteed and depends on the specific circumstances of the lawsuit and the company.

Fortinet Class Action Lawsuit

Steps in the Fortinet Class Action Lawsuit

A securities class action lawsuit involves several stages, from the initial filing to the potential distribution of a settlement: 
  • Filing the Complaint: A lead plaintiff files a lawsuit on behalf of similarly affected shareholders, detailing the allegations against the company.
  • Motion to Dismiss: Defendants typically file a motion to dismiss, arguing the complaint lacks sufficient claims.
  • Discovery: If the motion to dismiss is denied, both parties gather evidence, documents, emails, and witness testimonies. This phase can be extensive.
  • Motion for Class Certification: Plaintiffs request the court to certify the lawsuit as a class action. The court assesses factors like the number of plaintiffs, commonality of claims, typicality of claims, and the adequacy of the proposed class representation.
  • Summary Judgment and Trial: Once the class is certified, the parties may file motions for summary judgment. If the case is not settled, it proceeds to trial, which is rare for securities class actions.
  • Settlement Negotiations and Approval: Most cases are resolved through settlements, negotiated between the parties, often with the help of a mediator. The court must review and grant preliminary approval to ensure the settlement is fair, adequate, and reasonable.
  • Class Notice: If the court grants preliminary approval, notice of the settlement is sent to all class members, often by mail, informing them about the terms and how to file a claim.
  • Final Approval Hearing: The court conducts a final hearing to review any objections and grant final approval of the settlement.
  • Claims Administration and Distribution: A court-appointed claims administrator manages the process of sending notices, processing claims from eligible class members, and distributing the settlement funds. The distribution is typically on a pro-rata basis based on recognized losses. 

Frequently Asked Questions About the Fortinet Class Action Lawsuit

What initiated the Fortinet class action lawsuit?

The Fortinet class action lawsuit was initiated by investors alleging that Fortinet provided misleading information regarding its financial health and operations, resulting in financial losses.

How can I join the Fortinet class action lawsuit?

If you purchased shares during the class period and suffered a loss, then you are automatically a member of the class and do not need to do anything at this point unless you are considering moving for lead plaintiff.

What are the potential benefits of a Fortinet class action lawsuit?

Class action lawsuits allow individual investors to collectively seek justice and compensation, which might be challenging to pursue individually. They also promote corporate accountability.

How long will the Fortinet class action lawsuit take to resolve?

The duration of class action lawsuits can vary significantly, depending on the complexity of the case, legal strategies, and whether settlements are reached. It could take several months to years.

Contact Timothy L. Miles Today About a Fortinet Class Action Lawsuit

If you suffered substantial losses and wish to serve as lead plaintiff of the Fortinet class action lawsuit, or just have general questions about you rights as a shareholder, please contact attorney Timothy L. Miles of the Law Offices of Timothy L. Miles, at no cost, by calling 855/846-6529 or via e-mail at [email protected]. (24/7/365).

Timothy L. Miles, Esq.
Law Offices of Timothy L. Miles
Tapestry at Brentwood Town Center
300 Centerview Dr. #247
Mailbox #1091
Brentwood,TN 37027
Phone: (855) Tim-MLaw (855-846-6529)
Email: [email protected]
Website: www.classactionlawyertn.com

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