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

The footnotes clarify that each F-code transaction reflects shares withheld for taxes on RSU awards granted in 2022, 2023, 2024, and 2025. They emphasize these RSUs were previously reported and the current Form 4 records only the tax-withholding events.

Ciena SVP has 2,013 shares withheld for taxes

Ciena Corp SVP and General Counsel Sheela Kosaraju reported routine tax-related share withholdings.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Form Type

Rhea-AI Filing Summary

Ciena Corp SVP and General Counsel Sheela Kosaraju reported routine tax-related share withholdings. On 2026-06-20, a total of 2,013 shares of Ciena common stock were withheld at $428.22 per share to cover tax liabilities tied to several previously granted restricted stock unit (RSU) awards. These are coded as F transactions, meaning they are payments of tax obligations rather than open-market sales. After these withholdings, Kosaraju directly held 90,094 shares of Ciena common stock, which the filing notes includes unvested RSUs and performance stock units (PSUs).

Insights

Routine RSU tax withholding; no open-market selling signal.

The filing shows Sheela Kosaraju, SVP and General Counsel of Ciena Corp, had 2,013 common shares withheld at $428.22 per share. All entries use code F, defined as payment of tax liabilities by delivering securities.

Footnotes explain each withholding relates to prior restricted stock unit awards granted between 2022 and 2025. This is a mechanical step when RSUs vest and does not represent discretionary buying or selling in the market.

Following these transactions, Kosaraju holds 91,943 common shares directly, including unvested RSUs and PSUs. The pattern is consistent with standard executive equity compensation practices and does not materially change her overall equity exposure as shown in this filing.

Insider Trade Summary

Exercise Price or Tax Liability: 2,013 shares

Exercise Price or Tax Liability 5 txns

Insider Kosaraju Sheela

Role SVP and General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	164	$428.22	$70K
Exercise Price or Tax Liability	Common Stock	728	$428.22	$312K
Exercise Price or Tax Liability	Common Stock	578	$428.22	$248K
Exercise Price or Tax Liability	Common Stock	345	$428.22	$148K
Exercise Price or Tax Liability	Common Stock	198	$428.22	$85K

Holdings After Transaction: Common Stock — 90,094 shares (Direct)

Footnotes (6)

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 3 filed on 2/3/2023.
F2. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
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 2/1/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 2/3/2023.
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 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023.
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 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.
F6. 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

Tax-withheld shares: 2,013 shares Withholding price: $428.22 per share Post-transaction holdings: 91,943 shares +2 more

5 metrics

Tax-withheld shares 2,013 shares Total F-code tax-withholding dispositions on 2026-06-20

Withholding price $428.22 per share Price used for tax-withheld Ciena common shares

Post-transaction holdings 91,943 shares Direct Ciena common stock held after reported transactions

Number of F transactions 5 transactions Tax-withholding entries on 2026-06-20

Tax-withholding shares summary 2,013 shares transactionSummary.taxWithholdingShares

Key Terms

Restricted Stock Units (RSUs), Performance Stock Units (PSUs), tax-withholding disposition, Form 4, +1 more

5 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 agreement dated 12/13/2022."

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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

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

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.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What insider transaction did Ciena (CIEN) report for Sheela Kosaraju?

Ciena reported that SVP and General Counsel Sheela Kosaraju had 2,013 shares of common stock withheld. These shares covered tax liabilities arising from previously granted restricted stock unit (RSU) awards, rather than representing an open-market stock sale.

Was the Ciena (CIEN) insider transaction a stock sale in the open market?

No, the filing shows only tax-withholding dispositions coded as F transactions. Shares were withheld to pay Sheela Kosaraju’s tax obligations on vesting RSU awards, not sold voluntarily in open-market trades on an exchange.

How many Ciena (CIEN) shares were withheld for taxes in this Form 4?

A total of 2,013 Ciena common shares were withheld at a price of $428.22 per share. The withholding covered tax liabilities tied to several previously reported restricted stock unit (RSU) award agreements granted between 2022 and 2025.

How many Ciena (CIEN) shares does Sheela Kosaraju hold after the tax withholding?

After the reported tax-withholding transactions, Sheela Kosaraju directly holds 91,943 shares of Ciena common stock. The filing notes that this figure includes unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) awarded to her.

Does this Ciena (CIEN) Form 4 suggest a change in insider sentiment?

The Form 4 primarily shows routine tax-withholding on vested RSU awards, not discretionary buying or selling. Such F-code transactions usually reflect standard compensation and tax processes, offering limited insight into the insider’s view of Ciena’s future prospects.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/23/2026 - 01:46 PM EDT

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^*

Kosaraju Sheela

(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 and General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2026

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	06/20/2026		F		164⁽¹⁾	D	$428.22	91,943⁽²⁾	D
Common Stock	06/20/2026		F		728⁽³⁾	D	$428.22	91,215⁽²⁾	D
Common Stock	06/20/2026		F		578⁽⁴⁾	D	$428.22	90,637⁽²⁾	D
Common Stock	06/20/2026		F		345⁽⁵⁾	D	$428.22	90,292⁽²⁾	D
Common Stock	06/20/2026		F		198⁽⁶⁾	D	$428.22	90,094⁽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 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 2/3/2023.

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 2/1/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 2/3/2023.

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 12/16/2025. 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: Sheela Kosaraju	06/22/2026
	** 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

Ciena SVP has 2,013 shares withheld for taxes

Rhea-AI Filing Summary