CIENA (CIEN) Insider Tax-Withholding Report — Phipps Disposes 2,605 Shares

Rhea-AI Filing Summary

Jason Phipps, SVP Global Sales and Marketing at CIENA CORP (CIEN), reported multiple disposals on 09/20/2025 related to withholding for tax obligations on previously awarded restricted stock units (RSUs). The Form 4 lists four withholding transactions executed at a price of $138.37 per share, with amounts of 741, 867, 508 and 489 shares reported as disposed. The filing notes these withholdings correspond to RSU award agreements dated 12/13/2022, 12/12/2023, 12/17/2024 and 12/14/2021; the RSU grants themselves were previously disclosed on the filer’s earlier Form 4 filings. The tables show the reporting person’s beneficial ownership figures following the transactions as 84,092, 83,225, 82,717 and 82,228 shares, respectively. The Form appears to be a routine insider tax-withholding disclosure and is signed on behalf of the reporting person.

Positive

• Timely Section 16 disclosure of insider transactions
• Transactions clearly explained as tax-withholdings tied to previously reported RSU awards
• Signatory attestation present, indicating procedural compliance

Negative

• Beneficial ownership decreased modestly due to tax-withholding disposals
• No new contextual detail about total outstanding equity percentage or economic impact of the disposals

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding transactions reduced shares held; no new grants or market sales disclosed beyond withholding.

The Form 4 documents four separate disposals on 09/20/2025 executed as tax-withholdings for RSU awards, each recorded at $138.37 per share. These transactions are administrative in nature and relate to previously reported RSU grants from 2021 through 2024. There is no indication of open-market selling or new compensation grants in this filing. For investors, the filing confirms compliance with Section 16 reporting and shows a modest decline in the insider’s reported beneficial ownership, with post-transaction totals ranging from 84,092 down to 82,228 shares across the reported lines.

Corporate Governance Expert

TL;DR: Filing reflects standard payroll/tax mechanics for equity compensation; disclosure appears complete and timely.

The explanatory notes explicitly tie each disposal to share-withholding to cover tax liabilities on RSU awards dated 2021, 2022, 2023 and 2024, and reference prior Form 4 filings for the original acquisitions. The presence of a signing attorney/representative signature and the detailed explanations satisfy typical disclosure expectations under Section 16. There are no governance red flags such as unexplained sales, trading outside black-out windows, or concurrent derivative activity disclosed in this document.

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^*

Phipps Jason

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Global Sales and Marketing

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

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	09/20/2025		F		741(1)	D	$138.37	84,092(2)	D
Common Stock	09/20/2025		F		867(3)	D	$138.37	83,225(2)	D
Common Stock	09/20/2025		F		508(4)	D	$138.37	82,717(2)	D
Common Stock	09/20/2025		F		489(5)	D	$138.37	82,228(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.

	By: Michelle Rankin For: Jason Phipps	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Jason Phipps report for CIEN on 09/20/2025?

The Form 4 reports four disposals on 09/20/2025 of 741, 867, 508 and 489 shares, each at $138.37, recorded as tax-withholdings for RSUs.

Were the disposals reported by CIEN insider Jason Phipps open-market sales?

No. The explanatory notes state these were shares withheld to cover tax liabilities on previously granted RSUs, not open-market sales.

How many CIEN shares did the reporting person own after the reported transactions?

The filing lists post-transaction beneficial ownership figures of 84,092, 83,225, 82,717 and 82,228 shares across the reported lines.

Do these Form 4 entries indicate new RSU grants for CIEN insiders?

No. The entries reference RSU award agreements dated in prior years and note the original acquisitions were previously reported on earlier Form 4 filings.

Who signed the Form 4 for Jason Phipps?

The document shows the Form was signed by Michelle Rankin on behalf of Jason Phipps with a signature date of 09/22/2025.