Ciena Form 4: Gary Smith Settles Tax on RSUs, Keeps 339k Shares

Rhea-AI Filing Summary

Form 4 snapshot – CIENA Corporation (CIEN): President & CEO Gary B. Smith reported four separate “F”-code transactions on 20 June 2025. Code F denotes shares withheld by the issuer solely to satisfy the executive’s tax obligations triggered by the vesting of previously granted Restricted Stock Units (RSUs). No open-market sale occurred; the shares never entered the public float.

Key details

• Total shares withheld: 9,323 (2,933 + 3,048 + 1,713 + 1,629)
• Price used for withholding: $74.53 per share on each line, implying a tax-settlement value of roughly US$0.70 million.
• Post-transaction beneficial ownership: 339,157 common shares, which includes unvested RSUs and Performance Stock Units (PSUs) the executive still controls.
• Executive roles: Director; President & Chief Executive Officer.
• Related award grant dates: RSU awards dated 12/13/2022, 12/12/2023, 12/17/2024 and 12/14/2021, all previously disclosed.

Investor takeaway: The filing reflects routine, non-discretionary share withholding associated with equity award vesting. While the insider’s direct holdings decline by 9,323 shares, the reduction is purely administrative and does not signal a change in sentiment or strategy. Smith retains a substantial stake (≈ 339 k shares) aligned with shareholder interests. No option exercises, open-market sales, or new equity grants were reported in this Form 4.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; no directional signal, neutral impact.

The Form 4 shows Gary Smith’s shares withheld to settle federal/state taxes from four RSU tranches. Because code F transactions are automatic and non-discretionary, they carry negligible informational value about future price movements. The magnitude – ~9.3 k shares versus 339 k remaining – is modest (≈ 2.7 % of holdings). Investors should not interpret this as selling pressure; Smith’s equity exposure remains meaningful and incentives stay aligned with shareholders.

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
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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)
06/20/2025

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	06/20/2025		F		2,933(1)	D	$74.53	345,547(2)	D
Common Stock	06/20/2025		F		3,048(3)	D	$74.53	342,499(2)	D
Common Stock	06/20/2025		F		1,713(4)	D	$74.53	340,786(2)	D
Common Stock	06/20/2025		F		1,629(5)	D	$74.53	339,157(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	06/23/2025
	** 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

How many CIEN shares did CEO Gary Smith dispose of in the latest Form 4?

The filing reports 9,323 common shares withheld for tax, across four transactions.

What transaction code appears in the CIEN Form 4 dated 06/20/2025?

Each line uses Code F, indicating shares withheld for tax obligations upon RSU vesting.

At what price were the CIEN shares valued for withholding purposes?

All four entries list a price of $74.53 per share.

How many CIEN shares does Gary Smith own after the withholding?

Post-transaction beneficial ownership is 339,157 shares, including unvested RSUs and PSUs.

Does the Form 4 indicate an open-market sale by the CIEN CEO?

No. Code F means the shares were withheld by the company to cover taxes; no market sale occurred.