Ciena (NYSE: CIEN) CEO covers RSU tax bill with share withholding

Rhea-AI Filing Summary

Ciena Corp President and CEO Gary B. Smith reported routine tax-related share dispositions tied to vesting restricted stock units. On March 20, 2026, a total of 8,767 shares of Common Stock were withheld at $383.89 per share to cover tax liabilities on prior RSU awards. After these tax-withholding transactions, he directly holds 284,317 shares, and this amount includes unvested RSUs and performance stock units, indicating he retains a substantial equity stake in the company.

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

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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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		F		937(1)	D	$383.89	292,147(2)	D
Common Stock	03/20/2026		F		2,985(3)	D	$383.89	289,162(2)	D
Common Stock	03/20/2026		F		3,102(4)	D	$383.89	286,060(2)	D
Common Stock	03/20/2026		F		1,743(5)	D	$383.89	284,317(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 12/16/2025. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/18/2025.

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 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/15/2022.

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 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023.

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 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.

	By: Michelle Rankin For: Gary B Smith	03/24/2026
	** 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) CEO Gary B. Smith report in this Form 4?

Ciena CEO Gary B. Smith reported tax-related share dispositions on March 20, 2026. A total of 8,767 common shares were withheld at $383.89 per share to cover tax liabilities from previously granted restricted stock units.

Were Gary B. Smith’s Ciena share transactions open-market sales?

No, the transactions were tax-withholding dispositions, not open-market sales. Shares were withheld by Ciena to pay the CEO’s tax liabilities arising from vesting restricted stock units granted under earlier award agreements.

How many Ciena shares were withheld for taxes from Gary B. Smith?

In total, 8,767 Ciena common shares were withheld for taxes. These came from multiple RSU-related entries on March 20, 2026, each reflecting shares delivered back to the company to satisfy personal tax obligations.

At what price were Gary B. Smith’s withheld Ciena shares valued?

The withheld shares were valued at $383.89 per share. This uniform price was applied across the four tax-withholding transactions reported, reflecting the value used to cover the associated tax liabilities on the vesting RSUs.

How many Ciena shares does Gary B. Smith hold after these transactions?

After the tax-withholding dispositions, Gary B. Smith directly holds 284,317 Ciena common shares. According to the disclosure, this figure also includes unvested RSUs and performance stock units, showing a continued significant equity interest.

What awards were linked to Gary B. Smith’s Ciena tax-withholding transactions?

The share withholdings are tied to restricted stock unit award agreements dated December 13, 2022, December 12, 2023, December 17, 2024, and December 16, 2025. The original RSU acquisitions were reported in prior Form 4 filings.