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Ciena (NYSE: CIEN) CEO details 497,422-share beneficial ownership update

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

Rhea-AI Filing Summary

Ciena Corporation President and CEO Gary B. Smith, who also serves as a director, reported acquiring common stock on December 16, 2025 through equity-based awards. He received 95,471 stock units tied to a performance stock unit award granted on December 17, 2024, 116,582 stock units from a market stock unit award granted on December 13, 2022, and 30,499 restricted stock units, all at a stated price of $0.0 per share.

The performance stock units vest in two equal installments on December 20, 2025 and December 20, 2026. The market stock units vest on December 20, 2025, based on total shareholder return performance. The restricted stock units vest over four years in equal one-sixteenth portions each March 20, June 20, September 20, and December 20, beginning March 20, 2026. After these transactions, Smith beneficially owned 497,422 shares, including unvested restricted, performance, and market stock units.

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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*
SMITH GARY B

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
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 12/16/2025 A 95,471(1) A $0.0 350,341(2) D
Common Stock 12/16/2025 A 116,582(3) A $0.0 466,923(2) D
Common Stock 12/16/2025 A 30,499(4) A $0.0 497,422(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. Reflects the number of stock units earned pursuant to the terms of a performance stock unit (PSU) award granted on December 17, 2024 reflecting the achievement of the related performance conditions. These shares vest in equal 1/2 amounts on each of December 20, 2025 and 2026.
2. Shares reported include unvested Restricted Stock Units (RSUs), Performance Stock Units (PSUs), and Market Stock Units (MSUs).
3. Reflects the number of stock units earned pursuant to the terms of a market stock unit (MSU) award granted on December 13, 2022 reflecting the level of achievement of the applicable total shareholder return (TSR) performance conditions. These shares vest on December 20, 2025.
4. Reflects Restricted Stock Units (RSUs) that vest over four years, with one-sixteenth of the grant amount vesting on March 20, June 20, September 20, and December 20 of each year, commencing on March 20, 2026.
By: Michelle Rankin For: Gary B Smith 12/17/2025
** 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.

FAQ

What insider transaction did Ciena (CIEN) CEO Gary B. Smith report?

Gary B. Smith reported acquiring Ciena common stock on December 16, 2025 through equity awards, including performance stock units, market stock units, and restricted stock units, all recorded at a price of $0.0 per share.

How many Ciena (CIEN) shares does Gary B. Smith beneficially own after this filing?

Following the reported transactions, Gary B. Smith beneficially owned 497,422 shares of Ciena common stock, which includes unvested restricted stock units, performance stock units, and market stock units.

What are the terms of the performance stock units reported by Ciena (CIEN) CEO?

The filing states that 95,471 stock units were earned under a performance stock unit award granted on December 17, 2024, reflecting achievement of performance conditions, and these shares vest in two equal halves on December 20, 2025 and December 20, 2026.

What are the terms of the market stock units in this Ciena (CIEN) Form 4?

The 116,582 stock units reflect a market stock unit award granted on December 13, 2022, earned based on total shareholder return performance conditions, and these shares vest on December 20, 2025.

How do the restricted stock units for Ciena (CIEN) CEO vest?

The 30,499 restricted stock units vest over four years, with one-sixteenth of the grant vesting on March 20, June 20, September 20, and December 20 of each year, starting on March 20, 2026.

Does the reported beneficial ownership for Ciena (CIEN) include unvested equity awards?

Yes. The filing notes that the reported shares beneficially owned include unvested restricted stock units, performance stock units, and market stock units.

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29.68B
139.56M
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103.49%
3.37%
Communication Equipment
Telephone & Telegraph Apparatus
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United States
HANOVER