Ciena (NYSE: CIEN) renews executive change in control severance deals

Rhea-AI Filing Summary

Ciena Corporation has renewed and updated its change in control severance agreements for its executive officers, effective November 30, 2025. The agreements cover leaders including President and CEO Gary B. Smith and CFO Marc D. Graff, among others, and provide severance benefits if an executive is terminated without cause or resigns for good reason within 90 days before or up to 12 months after a change in control, or 18 months in the case of the CEO.

The new agreements run through November 30, 2028 and are described as substantially equivalent to the prior version, with severance benefit levels unchanged. Updates focus on clarifying that the arrangements do not limit Ciena’s rights under its executive compensation clawback policy, refining how equity is treated under Section 409A of the Internal Revenue Code, and making other administrative changes.

0000936395false00009363952025-11-302025-11-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 30, 2025

Ciena Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36250

Delaware

(State or other jurisdiction of incorporation)

7035 Ridge Road, Hanover, MD

(Address of principal executive offices)

23-2725311

(IRS Employer Identification No.)

21076

(Zip Code)

Registrant's telephone number, including area code: (410) 694-5700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value			CIEN			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective November 30, 2025, as part of Ciena Corporation’s (“Ciena’s”) standard three-year review and renewal of its previously disclosed change in control severance agreements, Ciena entered into change in control severance agreements (the “Change in Control Severance Agreements”) in a revised form with each of its executive officers, including among others: Gary B. Smith, President and Chief Executive Officer; Marc D. Graff, Senior Vice President and Chief Financial Officer; Dino DiPerna, Senior Vice President, Global Research & Development; Jason M. Phipps, Senior Vice President, Global Customer Engagement; and David M. Rothenstein, Senior Vice President, Chief Strategy Officer and Secretary.

These agreements provide Ciena’s executive officers with certain severance benefits in the event that such officer’s employment is terminated by Ciena or any successor entity without “cause,” or by the officer for “good reason,” within 90 days prior to or 12 months (or, in the case of our Chief Executive Officer, 18 months) after a “change in control,” as each such term is defined in the agreements. Ciena’s previous change in control severance agreements, which had a three-year term, expired on November 30, 2025.

The Change in Control Severance Agreements have fixed terms through November 30, 2028, unless earlier terminated. Changes to the form of Change in Control Severance Agreement as compared to Ciena’s previous change in control severance agreements include, among other things, (i) clarification that the Change in Control Severance Agreements will not limit Ciena’s rights under its Executive Compensation Clawback Policy, which was filed with the Securities and Exchange Commission (“SEC”) on December 15, 2023, or other similar compensation recoupment policies, (ii) language clarifying the treatment of equity under Section 409A of the Internal Revenue Code of 1986, and (iii) other administrative changes.

The terms and conditions of the new form of Change in Control Severance Agreement are otherwise substantially equivalent to the prior form, and the severance benefits to Ciena’s executive officers thereunder are unchanged. These terms, conditions, and benefits are more fully described under the headings “Compensation Discussion and Analysis – Other program elements and pay practices – Change in control severance agreements” and “Potential payments upon termination or change in control” in Ciena’s definitive proxy statement filed with the SEC on February 13, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Ciena Corporation
Date: December 3, 2025			By:			/s/ Sheela Kosaraju
						Sheela Kosaraju
						Senior Vice President, General Counsel and Assistant Secretary

FAQ

What did Ciena (CIEN) announce regarding its executive severance agreements?

Ciena renewed its change in control severance agreements for its executive officers, effective November 30, 2025, in a revised form that is substantially equivalent to the prior agreements.

Which Ciena (CIEN) executives are covered by the updated change in control agreements?

The renewed agreements cover all executive officers, including Gary B. Smith (President and CEO), Marc D. Graff (SVP and CFO), Dino DiPerna, Jason M. Phipps, and David M. Rothenstein.

When do Ciena’s new change in control severance agreements expire?

The updated change in control severance agreements have fixed terms running through November 30, 2028, unless they are terminated earlier.

What triggers severance benefits under Ciena’s updated change in control agreements?

Severance benefits apply if an executive is terminated without cause or resigns for good reason within 90 days before or 12 months after a change in control, or 18 months after a change in control for the CEO, as defined in the agreements.

Did Ciena (CIEN) change the level of severance benefits for executives?

No. The filing states that the severance benefits for Ciena’s executive officers under the new form of agreement are unchanged from the prior agreements.

What key clarifications were added to Ciena’s change in control agreements?

Updates include clarifying that the agreements do not limit Ciena’s rights under its executive compensation clawback policy, specifying the treatment of equity under Section 409A of the Internal Revenue Code, and making other administrative changes.

Where can investors find more detail on Ciena’s change in control severance benefits?

Additional detail is provided in Ciena’s definitive proxy statement filed on February 13, 2025, under the sections on change in control severance agreements and potential payments upon termination or change in control.