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Ciena (CIEN) CEO details tax-related share withholdings in Form 4

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Ciena Corporation's president and CEO, who also serves as a director, reported multiple share dispositions on 12/20/2025 related to equity award taxes. The transactions involved common stock withheld at a price of $230.34 per share to cover tax liabilities on previously granted restricted stock units (RSUs), market stock units (MSUs), and performance stock units (PSUs). Individual withholding events included amounts such as 57,301 shares tied to an MSU award and other smaller blocks linked to RSU and PSU awards granted on various prior dates. Following these transactions, the reporting person directly beneficially owned 398,237 shares of Ciena common stock, which figure includes unvested RSUs and PSUs.

Positive

  • None.

Negative

  • None.
Insider SMITH GARY B
Role President, CEO
Type Security Shares Price Value
Tax Withholding Common Stock 2,985 $230.34 $688K
Tax Withholding Common Stock 3,102 $230.34 $715K
Tax Withholding Common Stock 1,743 $230.34 $401K
Tax Withholding Common Stock 1,658 $230.34 $382K
Tax Withholding Common Stock 57,301 $230.34 $13.20M
Tax Withholding Common Stock 10,916 $230.34 $2.51M
Tax Withholding Common Stock 12,547 $230.34 $2.89M
Tax Withholding Common Stock 8,933 $230.34 $2.06M
Holdings After Transaction: Common Stock — 494,437 shares (Direct)
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 12/14/2021. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/16/2021. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a market stock unit (MSU) award agreement dated 12/13/2022. The earning of the MSU was previously reported on Table I of the reporting person's Form 4 filed on 12/18/2025. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a performance stock unit (PSU) award agreement dated 12/17/2024. The earning of the PSU was previously reported on Table I of the reporting person's Form 4 filed on 12/18/2025. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a performance stock unit (PSU) award agreement dated 12/12/2023. The earning of the PSU was previously reported on Table I of the reporting person's Form 4 filed on 12/19/2024.
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*
SMITH GARY B
(Last) (First) (Middle)
C/O CIENA CORPORATION
7035 RIDGE RD.
(Street)
HANOVER MD 21076-1426
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CIENA CORP [ CIEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 12/20/2025 F 2,985(1) D $230.34 494,437(2) D
Common Stock 12/20/2025 F 3,102(3) D $230.34 491,335(2) D
Common Stock 12/20/2025 F 1,743(4) D $230.34 489,592(2) D
Common Stock 12/20/2025 F 1,658(5) D $230.34 487,934(2) D
Common Stock 12/20/2025 F 57,301(6) D $230.34 430,633(2) D
Common Stock 12/20/2025 F 10,916(7) D $230.34 419,717(2) D
Common Stock 12/20/2025 F 12,547(7) D $230.34 407,170(2) D
Common Stock 12/20/2025 F 8,933(8) D $230.34 398,237(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 12/14/2021. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/16/2021.
6. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a market stock unit (MSU) award agreement dated 12/13/2022. The earning of the MSU was previously reported on Table I of the reporting person's Form 4 filed on 12/18/2025.
7. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a performance stock unit (PSU) award agreement dated 12/17/2024. The earning of the PSU was previously reported on Table I of the reporting person's Form 4 filed on 12/18/2025.
8. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a performance stock unit (PSU) award agreement dated 12/12/2023. The earning of the PSU was previously reported on Table I of the reporting person's Form 4 filed on 12/19/2024.
By: Michelle Rankin For: Gary B Smith 12/22/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Ciena (CIEN) report in this Form 4 filing?

The filing shows Ciena's president and CEO, who is also a director, had multiple blocks of common stock withheld on 12/20/2025 to cover tax liabilities arising from vested RSU, MSU, and PSU awards.

At what price were the Ciena (CIEN) shares withheld for taxes?

Each reported withholding transaction used a share price of $230.34 for Ciena common stock when covering the reporting person’s equity award tax obligations.

How many Ciena (CIEN) shares does the CEO beneficially own after these transactions?

After the reported tax-withholding transactions, the reporting person directly beneficially owned 398,237 shares of Ciena common stock, including unvested RSUs and PSUs.

What types of equity awards are referenced in this Ciena (CIEN) Form 4?

The filing references restricted stock units (RSUs), market stock units (MSUs), and performance stock units (PSUs), with shares withheld to pay related tax liabilities as those awards vested or were earned.

Were the Ciena (CIEN) insider transactions sales for cash or tax withholdings?

The transactions are coded as “F”, indicating shares of Ciena common stock were withheld by the issuer to satisfy the reporting person’s tax obligations on equity awards, rather than open-market sales for cash.

Does the Ciena (CIEN) Form 4 indicate direct or indirect ownership by the CEO?

The filing reports the CEO’s holdings as direct ownership (D) of Ciena common stock following the tax-withholding events.