RSU tax withholding leads Ciena (NYSE: CIEN) SVP to surrender 2,366 shares

Rhea-AI Filing Summary

Ciena Corp senior vice president Jason Phipps reported routine tax-related share dispositions, not open-market trades. On June 20, 2026, a total of 2,366 shares of common stock were withheld at $428.22 per share to cover tax liabilities arising from previously granted restricted stock unit (RSU) awards dated 12/13/2022, 12/12/2023, 12/17/2024 and 12/16/2025. The footnotes clarify these F-code transactions are tax-withholding dispositions tied to RSU vesting, and that his reported holdings include unvested RSUs and performance stock units (PSUs), indicating this filing reflects compensation-related equity accounting rather than discretionary buying or selling.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Phipps Jason

Role SVP Global Sales and Marketing

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	735	$428.22	$315K
Tax Withholding	Common Stock	859	$428.22	$368K
Tax Withholding	Common Stock	504	$428.22	$216K
Tax Withholding	Common Stock	268	$428.22	$115K

Holdings After Transaction: Common Stock — 66,642 shares (Direct, null)

Footnotes (1)

1. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/15/2022. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/16/2025. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/18/2025.

Key Figures

Tax-withheld shares: 2,366 shares Share value for withholding: $428.22 per share Tax-withholding transactions: 4 transactions

3 metrics

Tax-withheld shares 2,366 shares Shares withheld to cover RSU-related tax liabilities

Share value for withholding $428.22 per share Valuation used for tax-withholding dispositions on June 20, 2026

Tax-withholding transactions 4 transactions All coded F as payment of tax liability by delivering securities

Key Terms

Restricted Stock Units (RSUs), Performance Stock Units (PSUs), tax-withholding disposition, Form 4

4 terms

Restricted Stock Units (RSUs) financial

"related to a restricted stock unit (RSU) award agreement dated 12/13/2022"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Performance Stock Units (PSUs) financial

"Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs)."

Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 financial

"reporting person's Form 4 filed on 12/15/2022"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phipps Jason

(Last) (First) (Middle)

C/O CIENA CORPORATION

7035 RIDGE RD.

(Street)

HANOVER MARYLAND 21076-1426

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CIENA CORP [ CIEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Global Sales and Marketing

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2026		F		735(1)	D	$428.22	66,642(2)	D
Common Stock	06/20/2026		F		859(3)	D	$428.22	65,783(2)	D
Common Stock	06/20/2026		F		504(4)	D	$428.22	65,279(2)	D
Common Stock	06/20/2026		F		268(5)	D	$428.22	65,011(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/15/2022.

2. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).

3. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023.

4. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.

5. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/16/2025. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/18/2025.

	By: Michelle Rankin For: Jason Phipps	06/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ciena (CIEN) executive Jason Phipps report in this Form 4?

Jason Phipps reported share dispositions that were tax withholdings, not open-market trades. A total of 2,366 common shares were withheld to pay taxes due on vested RSU awards granted between 2022 and 2025.

How many Ciena shares were withheld for Jason Phipps’s RSU taxes?

A total of 2,366 Ciena common shares were withheld. These shares covered tax liabilities from multiple restricted stock unit (RSU) award agreements, with each award previously disclosed in earlier Form 4 filings when originally granted.

At what price were Jason Phipps’s Ciena shares valued for tax withholding?

The withheld shares were valued at $428.22 per share. This price was used to calculate how many shares of Ciena common stock needed to be withheld to satisfy the executive’s tax obligations linked to vesting RSU awards.

Do Jason Phipps’s Ciena Form 4 transactions involve open-market selling?

No, the filing describes F-code tax-withholding dispositions, not open-market sales. Shares were delivered back to the issuer to pay taxes on vested restricted stock units, a routine compensation-related mechanism rather than a discretionary sale decision.

What equity awards are referenced in Jason Phipps’s Ciena Form 4 footnotes?

The footnotes reference restricted stock units (RSUs) and performance stock units (PSUs). They specify RSU award dates in 2022, 2023, 2024, and 2025, and note that his reported holdings include unvested RSUs and PSUs.