Ciena exec has 2,365 shares withheld for tax

CIENA’s chief customer officer had 2,365 shares withheld to cover taxes on vesting RSUs, not through open‑market sales.

Available on EDGAR 09/22/2026 - 03:04 PM EDT Accepted by SEC EDGAR 09/22/2026 - 03:03 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

CIENA CORP (CIEN) reported that EVP & Chief Customer Officer Jason Phipps disposed of shares on September 20, 2026 through tax-withholding transactions tied to previously granted restricted stock units.

A total of 2,365 common shares were withheld in four separate code F transactions at $348.80 per share to cover the reporting person's tax liabilities upon RSU vesting. These were not open-market sales, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 2,365 shares

Tax Withholding 4 txns

Insider Phipps Jason

Role EVP & Chief Customer Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	735	$348.80	$256K
Tax Withholding	Common Stock F3, F2	859	$348.80	$300K
Tax Withholding	Common Stock F4, F2	503	$348.80	$175K
Tax Withholding	Common Stock F5, F2	268	$348.80	$93K

Holdings After Transaction: Common Stock — 60,017 shares (Direct)

Footnotes (5)

1. F1. 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. F2. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
3. F3. 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. F4. 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. F5. 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

Shares withheld for taxes (total): 2,365 shares First RSU tax-withholding lot: 735 shares Second RSU tax-withholding lot: 859 shares +3 more

6 metrics

Shares withheld for taxes (total) 2,365 shares Common shares withheld across four RSU-related tax-withholding dispositions on September 20, 2026

First RSU tax-withholding lot 735 shares Code F disposition at $348.80 per share to cover tax liability from a December 13, 2022 RSU award

Second RSU tax-withholding lot 859 shares Code F disposition at $348.80 per share to cover tax liability from a December 12, 2023 RSU award

Third RSU tax-withholding lot 503 shares Code F disposition at $348.80 per share to cover tax liability from a December 17, 2024 RSU award

Fourth RSU tax-withholding lot 268 shares Code F disposition at $348.80 per share to cover tax liability from a December 16, 2025 RSU award

Withholding price per share $348.80 Price used for all four CIENA common stock RSU tax-withholding transactions on September 20, 2026

Key Terms

Restricted Stock Units (RSUs), Performance Stock Units (PSUs), Payment of tax liability by delivering or withholding securities

3 terms

Restricted Stock Units (RSUs) financial

"Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award"

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.

Payment of tax liability by delivering or withholding securities financial

"transaction code description is Payment of tax liability by delivering or withholding securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CIEN’s Jason Phipps report on September 20, 2026?

He reported four code F transactions in CIENA common stock, where a total of 2,365 shares were withheld on September 20, 2026 to cover tax liabilities from vesting restricted stock units.

Was the CIEN insider activity by Jason Phipps a market sale of shares?

No. The filing shows code F transactions described as “Payment of tax liability by delivering or withholding securities”, meaning shares were withheld for taxes on vesting RSUs, not sold in open-market trades.

How many CIEN shares were withheld in each tax transaction?

Four lots of CIENA common stock were withheld: 735 shares, 859 shares, 503 shares, and 268 shares, totaling 2,365 shares used to satisfy the reporting person’s tax liabilities on RSU vesting.

At what price were Jason Phipps’s CIEN tax-withholding shares valued?

Each of the four RSU-related tax-withholding dispositions used a price of $348.80 per share for CIENA common stock on September 20, 2026, according to the Form 4 transactions.

What RSU awards were involved in the September 20, 2026 CIEN tax withholdings?

Footnotes state the withheld shares related to RSU award agreements dated December 13, 2022, December 12, 2023, December 17, 2024, and December 16, 2025, each previously reported on separate Form 4 filings.

Did the CIEN Form 4 indicate a Rule 10b5-1 trading plan for these transactions?

No. The Form 4’s plan status indicator shows no Rule 10b5-1 plan affirmed for these September 20, 2026 RSU-related tax-withholding transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

8150 MAPLE LAWN BOULEVARD, SUITE 300

(Street)

FULTON MARYLAND 20759

(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)
	EVP & Chief Customer Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2026

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	09/20/2026		F		735(1)	D	$348.8	61,647(2)	D
Common Stock	09/20/2026		F		859(3)	D	$348.8	60,788(2)	D
Common Stock	09/20/2026		F		503(4)	D	$348.8	60,285(2)	D
Common Stock	09/20/2026		F		268(5)	D	$348.8	60,017(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	09/21/2026
	** 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)