What do the RSU-related footnotes in the Ciena (CIEN) Form 4 indicate?

The footnotes explain that shares were withheld to pay tax liabilities from multiple RSU award agreements dated 2022, 2023, 2024, and 2025. Each RSU grant was previously reported, and withheld shares correspond to those vesting events rather than new purchases or market sales.

Ciena (CIEN) SVP withholds 1,932 shares to cover RSU taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ciena Corporation senior vice president Gage Brodie reported routine tax-related share withholdings rather than open-market sales. On March 20, 2026, a total of 1,932 shares of Ciena common stock were disposed of at $383.89 per share to cover tax liabilities tied to multiple restricted stock unit (RSU) awards previously disclosed in earlier Forms 3 and 4. After these tax-withholding transactions, Brodie directly holds 51,341 shares of Ciena common stock, and the reported holdings include unvested RSUs and performance stock units (PSUs).

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Gage Brodie

Role SVP Global Products & Supply

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	230	$383.89	$88K
Tax Withholding	Common Stock	204	$383.89	$78K
Tax Withholding	Common Stock	442	$383.89	$170K
Tax Withholding	Common Stock	669	$383.89	$257K
Tax Withholding	Common Stock	387	$383.89	$149K

Holdings After Transaction: Common Stock — 53,043 shares (Direct)

Footnotes (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. 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 10/27/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 10/31/2023. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 10/31/2023. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/12/2023. 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.

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Form 4 Insider Transactions: What Each Field Means →

03/24/2026 - 07:12 PM

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^*

Gage Brodie

(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 Products & Supply

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/20/2026		F		230⁽¹⁾	D	$383.89	53,043⁽²⁾	D
Common Stock	03/20/2026		F		204⁽³⁾	D	$383.89	52,839⁽²⁾	D
Common Stock	03/20/2026		F		442⁽⁴⁾	D	$383.89	52,397⁽²⁾	D
Common Stock	03/20/2026		F		669⁽⁵⁾	D	$383.89	51,728⁽²⁾	D
Common Stock	03/20/2026		F		387⁽⁶⁾	D	$383.89	51,341⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 10/27/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 10/31/2023.

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 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 10/31/2023.

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

6. 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: Brodie Gage	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ciena (CIEN) SVP Gage Brodie report?

Gage Brodie reported routine tax-withholding dispositions of Ciena common stock. On March 20, 2026, 1,932 shares were withheld and disposed at $383.89 per share to satisfy tax liabilities arising from previously granted restricted stock unit (RSU) awards.

How many Ciena (CIEN) shares were involved in Gage Brodie’s Form 4?

The Form 4 shows 1,932 Ciena common shares disposed of through five separate F-code entries. Each transaction reflects shares withheld at $383.89 per share to pay tax liabilities associated with vesting RSU awards previously reported in earlier Forms 3 and 4.

Was Gage Brodie’s Ciena (CIEN) Form 4 an open-market stock sale?

No, the Form 4 reports tax-withholding dispositions, not open-market sales. The shares were withheld by the company to cover Brodie’s tax obligations on vesting restricted stock unit awards, a common non-discretionary mechanism for handling equity compensation taxes.

How many Ciena (CIEN) shares does Gage Brodie hold after these transactions?

Following the March 20, 2026 tax-withholding dispositions, Gage Brodie directly holds 51,341 shares of Ciena common stock. The reported holdings also include unvested restricted stock units (RSUs) and performance stock units (PSUs) as disclosed in the footnote to the Form 4.

Why is transaction code F used in Gage Brodie’s Ciena (CIEN) filing?

Transaction code F indicates payment of tax liabilities by delivering securities. In this filing, it shows Ciena withheld 1,932 shares from Brodie’s equity compensation at $383.89 per share to cover taxes due when RSU awards vested, instead of him selling shares in the market.