CIEN insider tax-withholding: Gage Brodie disposes RSUs on 09/20/2025

Rhea-AI Filing Summary

Gage Brodie, SVP Global Products & Supply at CIENA CORP (CIEN), reported multiple dispositions of common stock on 09/20/2025. Each transaction lists a sale price of $138.37 and the filing explains these were shares withheld to cover tax liabilities related to previously awarded restricted stock units (RSUs) and performance stock units (PSUs) from award dates in 2021, 2022, 2023 and 2024. The Form 4 shows the reporting person remains beneficially owned in the range reported after the transactions, with the lowest reported post-transaction ownership of 41,003 shares. The filing is a routine insider tax-withholding disclosure rather than an open-market sale or transfer for cash.

Positive

• Timely Section 16 disclosure showing compliance with reporting obligations
• Transactions clearly explained as tax-withholdings for RSU/PSU awards from specific prior grant dates

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine, non-economic dispositions to satisfy tax obligations; no governance red flags detected.

The Form 4 discloses multiple dispositions on 09/20/2025 that the filer explains are share-withholdings to cover taxes on RSU/PSU awards from various prior grant dates. This is a common administrative action that reduces outstanding shares held by the insider without indicating opportunistic trading. From a governance perspective the filing demonstrates compliance with Section 16 reporting requirements and provides the required transparency on beneficial ownership changes.

Compensation / Equity Plan Specialist

TL;DR: Transactions align with standard RSU tax-withholding mechanics; no new grants or option exercises are reported.

The explanatory footnotes state the dispositions correspond to withholding for tax liabilities tied to RSU awards dated 10/27/2023, 12/13/2022, 12/12/2023, 12/17/2024 and 12/14/2021. The use of withholding rather than cash payment is typical and does not reflect additional compensation events beyond previously reported awards. The consistent price reported ($138.37) is the per-share valuation used for the withholding proceeds on the transaction date.

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^*

Gage Brodie

(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 Products & Supply

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		204(1)	D	$138.37	42,714(2)	D
Common Stock	09/20/2025		F		442(3)	D	$138.37	42,272(2)	D
Common Stock	09/20/2025		F		669(4)	D	$138.37	41,603(2)	D
Common Stock	09/20/2025		F		388(5)	D	$138.37	41,215(2)	D
Common Stock	09/20/2025		F		212(6)	D	$138.37	41,003(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 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.

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 3 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 12/12/2023. 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.

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 12/14/2021. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 10/31/2023.

	By: Michelle Rankin For: Brodie Gage	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 CIEN insider Gage Brodie report on 09/20/2025?

The Form 4 reports multiple dispositions on 09/20/2025 at a price of $138.37 per share, explained as shares withheld to cover tax liabilities related to prior RSU/PSU awards.

Why were shares disposed according to the Form 4 for CIEN?

The filing's explanations state the shares were withheld to cover payment of tax liabilities arising from restricted stock unit award agreements dated in 2021, 2022, 2023 and 2024.

How many shares did Gage Brodie beneficially own after the reported transactions?

The Form 4 lists post-transaction beneficial ownership figures, with the lowest reported amount being 41,003 shares following the transactions.

Do these Form 4 transactions represent new equity awards or open-market sales?

No. The filing indicates these were withholdings related to previously awarded RSUs/PSUs, not new grants or voluntary open-market sales.

Which RSU award dates are referenced in the Form 4 explanations?

The explanations reference award agreements dated 10/27/2023, 12/13/2022, 12/12/2023, 12/17/2024, and 12/14/2021.