Oklahoma Firefighters Pension and Retirement System v. Fortinet, Inc. et al

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United States District Court
Northern District of California
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
OKLAHOMA FIREFIGHTERS PENSION
AND RETIREMENT SYSTEM,
Plaintiff,
v.
FORTINET, INC., et al.,
Defendants.
STATE OF RHODE ISLAND OFFICE OF
THE GENERAL TREASURER ON
BEHALF OF THE EMPLOYEES’
RETIREMENT SYSTEM OF THE STATE
OF RHODE ISLAND,
Plaintiff,
v.
FORTINET, INC., et al.,
Defendants.
Case No. 25-cv-08037-AMO
ORDER RE MOTIONS TO
CONSOLIDATE, APPOINT LEAD
PLAINTIFF, AND APPOINT LEAD
COUNSEL
Re: Dkt. Nos. 23, 31, 42
Case No. 25-cv-08888-AMO
Re: Dkt. No. 21
Pending before the Court are three putative class members’ motions requesting
consolidation, appointment of lead plaintiff, and appointment of lead counsel pursuant to the
Private Securities Litigation Reform Act of 1995 (“PSLRA”). The matters are fully briefed and
suitable for decision without oral argument. Accordingly, the hearings set for March 5, 2026, are
VACATED. See Civil L.R. 7-6; Fed. R. Civ. Pro. 78(b). Having read the parties’ papers and
carefully considered their arguments and the relevant legal authority, and good cause appearing,
the Court CONSOLIDATES the above-captioned cases, APPOINTS Union Asset Management
Holding AG as lead plaintiff, and APPOINTS Bernstein Litowitz Berger & Grossman LLP as
lead counsel.
Case 3:25-cv-08037-AMO Document 58 Filed 02/20/26 Page 1 of 6

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I. CONSOLIDATION
The PSLRA instructs that before appointing a lead plaintiff, the Court first must consider
any motions to consolidate actions that assert “substantially the same claim or claims.” 15 U.S.C.
§ 78u-4(a)(3)(B)(ii). Under Federal Rule of Civil Procedure 42(a), the Court may consolidate
actions that “involve a common question of law or fact.” District courts have “broad discretion”
to consolidate actions under Rule 42(a). Shenwick v. Twitter, Inc., No. 16-cv-05314-JST, 2016
WL 10672428, at *1 (N.D. Cal. Dec. 22, 2016) (quoting Investors Research Co. v. Dist. Court,
877 F.2d 777, 777 (9th Cir. 1989)). Courts have found that securities class actions brought under
the PSLRA “are particularly well suited to consolidation pursuant to Rule 42(a).” Hessefort v.
Super Micro Computer, Inc., 317 F. Supp. 3d 1056, 1060 (N.D. Cal. 2018) (quoting Miami Police
Relief & Pension Fund v. Fusion-io, Inc., No. 13-cv-05368-LHK, 2014 WL 2604991, at *3 (N.D.
Cal. June 10, 2014)).
All three motions before the Court seek to consolidate the above-captioned actions. See
Oklahoma Firefighters, Dkt. Nos. 23, 31, 42; Rhode Island, Dkt. No. 21.1 Both are putative class
actions brought on behalf of persons or entities that purchased Fortinet, Inc. (“Fortinet”) common
stock between November 8, 2024, and August 6, 2025. Oklahoma Firefighters, Dkt. No. 1 ¶ 1;
Rhode Island, Dkt. No. 1 ¶ 1. Both actions allege identical claims against Fortinet, including
violations of Sections 20(a), 10(b), and Rule 10b-5 of the Exchange Act. Id. Because the cases
assert substantially the same PSLRA claims and involve similar questions of law and fact, the
Court CONSOLIDATES the above-captioned cases.
II. APPOINTMENT OF LEAD PLAINTIFF
The Court next takes up the motions to appoint lead plaintiff. The Ninth Circuit instructs
district courts to follow a three-step process for determining appointment of lead plaintiff in
private securities actions arising under the PSLRA. See In re Cavanaugh, 306 F.3d 726, 729-730
(9th Cir. 2002); Xu v. FibroGen, Inc., No. 21-cv-02623-EMC, 2021 WL 3861454, at *3 (N.D. Cal.
Aug. 30, 2021). First, a plaintiff must satisfy the PSLRA’s notice requirement by publishing
1 The Court cites to four docket entries even though there are only three sets of papers because
Plaintiff SEB Funds AB filed its motion in both Oklahoma Firefighters and Rhode Island.
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notice “in a widely circulated national business-oriented publication or wire service” advising
members of the putative class of the pending action within 20 days of filing the complaint. 15
U.S.C. § 78u-4(3)(A)(i). Second, the Court must appoint the plaintiff “most capable of adequately
representing the interests of class members.” 15 U.S.C. § 78u-4(3)(B)(i). There is a rebuttable
presumption that the “most adequate plaintiff” is the person who (1) filed the complaint or made a
motion in response to the notice; (2) has the largest financial interest; and (3) otherwise satisfies
Federal Rule of Civil Procedure 23. 15 U.S.C. § 78u-4(a)(3)(B)(iii)(I); see Cavanaugh, 306 F.3d
at 729-30 (describing the PSLRA process for appointing lead plaintiff). Third and finally, the
Court must consider any contentions by the putative class members to rebut the presumption that
the most adequate plaintiff will satisfy Rule 23(a)’s typicality and adequacy requirements. 15
U.S.C. § 78u-4(a)(3)(B)(iii)(II).
The Court first examines whether the notice requirement was satisfied. On September 22,
2025, Oklahoma Firefighters Pension and Retirement System (“Oklahoma Firefighters”) filed the
first of these cases. Oklahoma Firefighters, Dkt. No. 1. The same day, counsel for Oklahoma
Firefighters published a notice on ACCESS Newswire, alerting investors of the action and
informing them of the 60-day deadline to seek appointment as lead plaintiff. Oklahoma
Firefighters, Dkt. No. 7-1. Union Asset Management Holding AG (“Union”) filed its motion for
appointment of lead plaintiff on November 21, 2025. Oklahoma Firefighters, Dkt. No. 42. Thus,
the notice requirement is satisfied because the notice was published within 20 days of
the Oklahoma Firefighters complaint’s filing and because Union filed its motion to be appointed
lead plaintiff within 60 days of the notice’s publication.
Next, the Court considers whether Union is the most capable plaintiff to adequately
represent the interest of the class members. See 15 U.S.C. § 78u-4(a)(3)(B)(i)-(iii). As noted
above, the most capable plaintiff “is the one who has the greatest financial stake in the outcome of
the case.” Cavanaugh, 306 F.3d at 730. District courts often consider four factors in evaluating a
plaintiff’s financial stake, including the total number of shares and net shares purchased during the
class period, total net funds expended during the class period, and the approximate losses during
the class period. Melucci v. Corcept Therapeutics Incorporated, No. 19-cv-01372-LHK, 2019
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WL 4933611, at *3 (N.D. Cal. Oct. 7, 2019) (quoting In re Olsten Corp. Sec. Litig., 3 F. Supp. 2d
286, 295 (E.D.N.Y. 1998)). Here, Union alleges purchasing more than 2.1 million shares of
Fortinet common stock and incurring a total loss of over $75.5 million. Oklahoma Firefighters,
Dkt. No. 42 at 11-12. No movant contests that Union has the largest financial interest at stake, see
Oklahoma Firefighters, Dkt. Nos. 53, 54, and thus, the Court finds that Union has the largest
financial interest at stake.
Finally, the Court examines whether Union satisfies the Rule 23 typicality and adequacy
requirements. See 15 U.S.C. § 78u-4(a)(3)(B)(iii)(I). “The test of typicality is whether other
members have the same or similar injury, whether the action is based on conduct which is not
unique to the named plaintiffs, and whether other class members have been injured by the same
course of conduct.” Hessefort, 317 F. Supp. 3d at 1061 (quoting City of Royal Oak Ret. Sys. V.
Juniper Networks, Inc., No. 5:11-cv-04003-LHK, 2012 WL 798780, at *5 (N.D. Cal. Jan. 9,
2012)). The Court, in assessing a lead plaintiff’s adequacy, asks whether the plaintiff will “fairly
and adequately protect the interests of the class,” Fed. R. Civ. P. 23(a)(4), as well as whether
plaintiff and counsel have any conflicts of interest with other class members and will “prosecute
the action vigorously.” Ellis v. Costco Wholesale Corp., 657 F.3d 970, 985 (9th Cir.
2011) (citation omitted). Union asserts that its injury is typical because “[l]ike all other [c]lass
members, Union (1) purchased Fortinet common stock during the [c]lass [p]eriod, (2) at prices
allegedly artificially inflated by Defendants’ materially false and misleading statements and/or
omissions, and (3) was harmed when the truth was revealed.” Oklahoma Firefighters, Dkt. No. 42
at 12. Union further alleges that it does not have any actual or potential conflicts of interest with
other putative class members, and that it will vigorously prosecute the putative class’s claims. Id.
at 13.
Because Union meets the statutory requirements to serve as lead plaintiff, the Court
GRANTS its motion for appointment as lead plaintiff under Title 15 U.S.C. § 78u-4(a)(3).
Having appointed Union, the Court proceeds to the appointment of lead counsel.
III. APPOINTMENT OF LEAD COUNSEL
Union seeks appointment of Bernstein Litowitz Berger & Grossman LLP (“Bernstein
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Litowitz”) as lead counsel. Oklahoma Firefighters, Dkt. No. 55 at 11. The PSLRA provides that
“[t]he most adequate plaintiff shall, subject to the approval of the court, select and retain counsel
to represent the class.” 15 U.S.C. § 78u-4(a)(3)(B)(v). The district court should defer to lead
plaintiff’s choice for lead counsel if their choice is reasonable. Cohen v. U.S. Dist. Ct. for N. Dist.
Of Cal., 586 F.3d 703, 712 (9th Cir. 2009). Bernstein Litowitz has extensive experience litigating
securities class actions. See Oklahoma Firefighters, Dkt. No. 42 at 16-17; Oklahoma Firefighters,
Dkt. No. 42-5 at 9-18. Bernstein Litowitz has previously served as lead counsel in securities class
actions where it successfully recovered on behalf of investors, including in this District. Id.
Bernstein Litowitz has also secured significant settlements on behalf of investors. Id. Further, no
movant contends that selecting Bernstein Litowitz as lead counsel would be unreasonable. Thus,
given the statutory presumption in favor of lead plaintiff’s selection of lead counsel and because
the Court finds no reason to conclude that lead plaintiff’s selection is unreasonable, the Court
APPOINTS Bernstein Litowitz to serve as class counsel.
CONCLUSION
For the foregoing reasons, the Court ORDERS:
1. The above-captioned cases are CONSOLIDATED for all purposes, including pre-trial
proceedings, trial, and appeal, into a consolidated action (the “Consolidated Action”).
2. The Consolidated Action shall be captioned “In re Fortinet, Inc. Securities Litigation,” and
the file shall be maintained under Lead Case No. 3:25-cv-08037-AMO.
3. The Clerk of Court shall administratively close Case No. 25-cv-08888-AMO.
4. When a case which properly belongs as part of In re Fortinet, Inc. Securities Litigation,
Lead Case No. 3:25-cv-8037-AMO, is hereafter filed in, removed to, or transferred to this
Court, the parties’ counsel shall call such filing, removal, or transfer to the Court’s
attention for purposes of consolidating such case(s) with In re Fortinet, Inc. Securities
Litigation, Lead Case No. 3:25-cv-8037-AMO.
5. The Court GRANTS Union’s motion for appointment as lead plaintiff and APPOINTS
Bernstein Litowitz to serve as class counsel.
6. The parties shall submit a proposed schedule, within seven (7) days of this order, for the
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filing of a consolidated complaint and Defendants’ responses thereto.
7. This Order disposes of Docket Numbers 23, 31, and 42 in Oklahoma Firefighters and
Docket Number 21 in Rhode Island.
IT IS SO ORDERED.
Dated: February 20, 2026
ARACELI MARTÍNEZ-OLGUÍN
United States District Judge
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