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Ciena (CIEN) CFO covers RSU tax liability with 199 withheld shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ciena Corporation Senior Vice President and Chief Financial Officer Marc D. Graff reported a routine tax-withholding transaction related to equity compensation. On this Form 4, 199 shares of Ciena common stock were withheld on 2026-06-20 at $428.22 per share to cover tax liabilities from a restricted stock unit (RSU) award dated 2025-12-16.

These shares were not an open-market sale but a payment of tax obligations using stock received under a prior RSU grant. After this withholding, Graff directly holds 127,207 shares of Ciena common stock, and the reported holdings include unvested RSUs.

Positive

  • None.

Negative

  • None.
Insider Graff Marc D.
Role SVP & Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 199 $428.22 $85K
Holdings After Transaction: Common Stock — 127,207 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 12/16/2025. 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).
Shares withheld for taxes 199 shares Tax-withholding disposition on 2026-06-20 related to RSU award
Withholding price per share $428.22/share Valuation used for the 199 withheld shares
Shares owned after transaction 127,207 shares Direct holdings following tax withholding; includes unvested RSUs
Tax-withholding transactions 1 transaction, 199 shares Aggregate tax-withholding activity in this Form 4
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 agreement dated 12/16/2025."
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.
tax liabilities financial
"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."
Form 4 regulatory
"Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/18/2025."
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.
unvested Restricted Stock Units (RSUs) financial
"Shares reported include unvested Restricted Stock Units (RSUs)."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Graff Marc D.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/20/2026F199(1)D$428.22127,207(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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).
By: Michelle Rankin For: Marc D Graff06/23/2026
** Signature of Reporting PersonDate
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) CFO Marc Graff report in this Form 4?

Marc D. Graff reported a tax-withholding disposition of 199 Ciena shares. The shares were withheld to pay taxes on a previously granted RSU award, rather than sold in the open market, and his reported direct holdings remain 127,207 shares including unvested RSUs.

Was the Ciena (CIEN) CFO’s Form 4 transaction a stock sale?

No, the transaction reflects tax withholding, not an open-market stock sale. Ciena withheld 199 shares at $428.22 each to satisfy Marc Graff’s tax liabilities arising from a vested RSU award granted on December 16, 2025, previously disclosed in an earlier Form 4.

How many Ciena (CIEN) shares were withheld for taxes from the CFO’s RSU vesting?

A total of 199 Ciena common shares were withheld to cover tax liabilities. The withholding relates to a restricted stock unit award dated December 16, 2025, and is classified under transaction code “F,” which indicates payment of tax obligations using delivered securities.

How many Ciena (CIEN) shares does CFO Marc Graff hold after this Form 4?

Following the tax-withholding transaction, Marc D. Graff is reported to directly own 127,207 Ciena shares. The filing notes that this figure includes unvested restricted stock units (RSUs), reflecting both his vested common stock and remaining equity-based compensation.

What does transaction code “F” mean in the Ciena (CIEN) CFO’s Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, 199 Ciena shares were withheld from Marc Graff’s RSU vesting to satisfy tax obligations, so the transaction is not an open-market purchase or sale.