Ciena CEO has 8,767 shares withheld for taxes

CIENA CORP (CIEN) reported that President & CEO and director Gary B. Smith disposed of common shares on September 20, 2026 through share withholding transactions for tax purposes, not open-market sales.

Rhea-AI Filing Summary

CIENA CORP (CIEN) reported that President & CEO and director Gary B. Smith disposed of common shares on September 20, 2026 through share withholding transactions for tax purposes, not open-market sales.

Four code F transactions withheld a total of 8,767 shares at $348.80 per share to cover tax liabilities arising from restricted stock unit (RSU) awards granted between 2022 and 2025. No Rule 10b5-1 trading plan is reported, and shares reported for ownership include unvested RSUs and PSUs.

Insider Trade Summary

Tax Withholding: 8,767 shares

Tax Withholding 4 txns

Insider SMITH GARY B

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	2,985	$348.80	$1.04M
Tax Withholding	Common Stock F3, F2	3,102	$348.80	$1.08M
Tax Withholding	Common Stock F4, F2	1,743	$348.80	$608K
Tax Withholding	Common Stock F5, F2	937	$348.80	$327K

Holdings After Transaction: Common Stock — 231,359 shares (Direct)

Footnotes (5)

1. 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 4 filed on 12/15/2022.
2. F2. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
3. 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 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. 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 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.
5. 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 12/16/2025. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/18/2025.

Key Figures

Shares withheld for taxes (total): 8,767 shares Shares withheld for 2022 RSU award: 2,985 shares Shares withheld for 2023 RSU award: 3,102 shares +4 more

7 metrics

Shares withheld for taxes (total) 8,767 shares Total CIEN common shares withheld on September 20, 2026 across four code F transactions

Shares withheld for 2022 RSU award 2,985 shares Withheld to cover tax liabilities for RSU award dated December 13, 2022

Shares withheld for 2023 RSU award 3,102 shares Withheld to cover tax liabilities for RSU award dated December 12, 2023

Shares withheld for 2024 RSU award 1,743 shares Withheld to cover tax liabilities for RSU award dated December 17, 2024

Shares withheld for 2025 RSU award 937 shares Withheld to cover tax liabilities for RSU award dated December 16, 2025

Reported price per share $348.80 per share Price applied to all four tax-withholding transactions on September 20, 2026

Number of tax-withholding transactions 4 transactions Form 4 reports four separate code F non-derivative transactions

Key Terms

Restricted Stock Units (RSUs), Performance Stock Units (PSUs), tax liabilities, withheld to cover payment

4 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"

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 liabilities financial

"Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit"

withheld to cover payment financial

"Represents shares withheld to cover payment of the tax liabilities of the reporting person"

FAQ

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

What insider transaction did CIEN’s President & CEO report on September 20, 2026?

Gary B. Smith reported four code F transactions on September 20, 2026, where a total of 8,767 CIEN common shares were withheld to cover his tax liabilities related to previously granted RSU awards, rather than sold in the open market.

How many CIEN shares were involved in Gary B. Smith’s September 2026 Form 4?

The filing reports 8,767 CIEN common shares disposed of via tax withholding transactions. These were split across four transactions of 2,985, 3,102, 1,743, and 937 shares, all on September 20, 2026.

At what price were the CIEN shares valued in Gary B. Smith’s tax-withholding transactions?

Each of the four tax-withholding transactions was reported at a price of $348.80 per CIEN share. This price applies to all 8,767 shares withheld to satisfy Gary B. Smith’s tax liabilities on his RSU awards.

Were Gary B. Smith’s September 20, 2026 CIEN transactions open-market sales?

No. The transactions are coded F and the footnotes state they represent shares withheld to cover tax liabilities related to RSU awards granted in 2022, 2023, 2024, and 2025, rather than discretionary open-market sales.

Did CIEN’s President & CEO use a Rule 10b5-1 plan for these September 2026 transactions?

No. The Form 4 indicates no Rule 10b5-1 trading plan for these transactions. The document-level 10b5-1 checkbox is not affirmed, and the footnotes do not state that the trades were made under any such plan.

What equity awards were tied to the CIEN shares withheld for taxes on September 20, 2026?

The shares withheld for taxes relate to restricted stock unit (RSU) award agreements dated December 13, 2022, December 12, 2023, December 17, 2024, and December 16, 2025. Each RSU grant had been reported previously on earlier Form 4 filings.

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

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Available on EDGAR 09/22/2026 - 03:11 PM Accepted by SEC EDGAR 09/22/2026 - 03:10 PM Learn about SEC filing dates

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

8150 MAPLE LAWN BOULEVARD, SUITE 300

(Street)

FULTON MARYLAND 20759

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/20/2026		F		2,985(1)	D	$348.8	237,141(2)	D
Common Stock	09/20/2026		F		3,102(3)	D	$348.8	234,039(2)	D
Common Stock	09/20/2026		F		1,743(4)	D	$348.8	232,296(2)	D
Common Stock	09/20/2026		F		937(5)	D	$348.8	231,359(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 12/16/2025. 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: Gary B Smith	09/21/2026
	** 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)