CIEN Insider Report: CEO Withholds 9,487 Shares for Taxes at $138.37

Rhea-AI Filing Summary

Gary B. Smith, President and CEO of CIENA CORP (CIEN), reported a set of non-derivative dispositions on 09/20/2025 totaling 9,487 shares sold at $138.37 per share. The transactions represent shares withheld to cover tax liabilities related to previously granted restricted stock unit awards dated 12/13/2022, 12/12/2023, 12/17/2024 and 12/14/2021. Following these transactions the filing reports 288,870 shares beneficially owned, which the form notes include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The Form 4 was signed on 09/22/2025.

Positive

• Transactions are administrative tax-withholdings tied to prior RSU awards rather than open-market discretionary sales
• Reporting remains current and specific: transaction dates, amounts, prices, and award dates are disclosed

Negative

• Insider dispositions totaled 9,487 shares, reducing reported beneficial ownership to 288,870 shares
• All dispositions occurred at $138.37 per share, creating a realized change in ownership that investors may note

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share dispositions by the CEO reduce beneficial ownership modestly; no new grants or options reported.

The Form 4 discloses routine share withholdings to cover tax obligations from previously reported RSU awards across multiple years. These transactions are administrative in nature and do not indicate open-market sales for liquidity or signaling of changed ownership intent. Beneficial ownership remains material at 288,870 shares and explicitly includes unvested RSUs and PSUs. There is no indication of any new equity grants, options, or pledging activity in this filing.

Securities Analyst

TL;DR: Insider disposed of 9,487 shares at $138.37 each through tax-withholding; impact on outstanding ownership is small but quantifiable.

The filing lists four separate withholding transactions totaling 9,487 shares at $138.37 per share executed on 09/20/2025. These withholdings correspond to RSU award dates in 2021, 2022, 2023 and 2024 previously reported in Form 4 filings. The reported post-transaction beneficial ownership is 288,870 shares, inclusive of unvested RSUs and PSUs, which should be considered when modeling potential future dilution. The disclosure is specific and consistent with typical compensation-related withholding activity.

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

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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^*

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)
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		2,985(1)	D	$138.37	295,372(2)	D
Common Stock	09/20/2025		F		3,102(3)	D	$138.37	292,270(2)	D
Common Stock	09/20/2025		F		1,743(4)	D	$138.37	290,527(2)	D
Common Stock	09/20/2025		F		1,657(5)	D	$138.37	288,870(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: Gary B Smith	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 did Gary B. Smith report on the CIEN Form 4?

The filing reports four withholding transactions on 09/20/2025 totaling 9,487 shares disposed at $138.37 per share to cover tax liabilities from prior RSU awards.

How many CIEN shares does Gary B. Smith beneficially own after the transactions?

The Form 4 reports 288,870 shares beneficially owned following the reported transactions, which include unvested RSUs and PSUs.

Why were the shares disposed of according to the filing?

The explanatory notes state the shares were withheld to cover payment of tax liabilities related to RSU award agreements dated 12/13/2022, 12/12/2023, 12/17/2024 and 12/14/2021.

What price were the CIEN shares disposed at?

All reported dispositions were executed at a price of $138.37 per share on 09/20/2025.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed on 09/22/2025 by Michelle Rankin for Gary B. Smith.