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Ciena (NYSE: CIEN) CEO withholds 8,767 shares to cover RSU tax liabilities

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CIENA CORP President and CEO Gary B. Smith reported routine tax-withholding transactions rather than market sales of stock. On June 20, 2026, a total of 8,767 shares of common stock were withheld at $428.22 per share to cover tax liabilities tied to previously granted restricted stock unit (RSU) awards.

The footnotes state these shares were withheld in connection with RSU agreements dated December 13, 2022, December 12, 2023, December 17, 2024, and December 16, 2025. After these non-market dispositions, Smith directly holds 263,620 shares, which include unvested RSUs and performance stock units (PSUs).

Positive

  • None.

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Insider SMITH GARY B
Role President, CEO
Type Security Shares Price Value
Tax Withholding Common Stock 2,985 $428.22 $1.28M
Tax Withholding Common Stock 3,102 $428.22 $1.33M
Tax Withholding Common Stock 1,743 $428.22 $746K
Tax Withholding Common Stock 937 $428.22 $401K
Holdings After Transaction: Common Stock — 263,620 shares (Direct, null)
Footnotes (1)
  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. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). 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. 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. 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.
Tax-withholding shares 8,767 shares Total F-code tax-withholding dispositions on June 20, 2026
Tax-withholding price $428.22 per share Price used for tax-withholding dispositions on June 20, 2026
Direct holdings after transactions 263,620 shares Direct ownership following the latest reported tax-withholding transaction
Number of tax-withholding transactions 4 transactions F-code entries on June 20, 2026
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 financial
"Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/15/2022."
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President, CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/20/2026F2,985(1)D$428.22263,620(2)D
Common Stock06/20/2026F3,102(3)D$428.22260,518(2)D
Common Stock06/20/2026F1,743(4)D$428.22258,775(2)D
Common Stock06/20/2026F937(5)D$428.22257,838(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Smith06/22/2026
** Signature of Reporting PersonDate
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

FAQ

What insider transaction did CIEN CEO Gary Smith report on this Form 4?

Gary Smith reported tax-withholding dispositions of Ciena common stock. On June 20, 2026, 8,767 shares were withheld at $428.22 per share to pay tax liabilities arising from previously granted restricted stock unit (RSU) awards, rather than from open-market sales.

How many CIENA CORP (CIEN) shares were withheld for taxes in this filing?

A total of 8,767 CIENA CORP shares were withheld for taxes. Four separate F-code transactions on June 20, 2026 reflect tax-withholding dispositions related to earlier RSU grants, all priced at $428.22 per share, according to the Form 4 transaction summary.

Were the CIEN transactions by CEO Gary Smith open-market sales?

No, the CIEN transactions were not open-market sales. Each transaction is coded “F” for tax-withholding disposition, meaning shares were delivered to cover tax liabilities on RSU vesting, rather than voluntarily sold in the market by the CEO.

What is Gary Smith’s direct CIENA CORP shareholding after these transactions?

After these transactions, Gary Smith directly holds 263,620 CIENA CORP shares. The Form 4 notes this post-transaction balance includes unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), reflecting his ongoing equity stake in the company.

Which RSU awards were involved in the CIEN CEO’s tax-withholding dispositions?

Four RSU award agreements were involved in the tax withholding. Footnotes reference RSU awards dated December 13, 2022, December 12, 2023, December 17, 2024, and December 16, 2025, with the related RSU acquisitions having been reported in earlier Forms 4.