The current picture
CIEN — The Refresh
Ciena Corp · Tech — Hardware
· what the filings show today, ahead of the next annual disclosure
Compensation actions through Jul 15, 2026, the latest one
filed, from 92 filings — the company had filed through
Jul 17, 2026 when this record was read on
Aug 2, 2026. No insider filings in the 16 days since Jul 17, 2026. Market values at the close of
Jul 31, 2026.
Current-year awards
$2,999,971
6,517 units, Jun 22, 2026 — in no annual table yet
Share price
$377.05
52 weeks to Jul 31, 2026: $84.41 – $637.51
Open-market sales
$83,358,167
70 lines · 69 indicated under a Rule 10b5-1 plan
Say-on-pay, this window
95.5%
meeting Mar 26, 2026
Purpose of Report
Ciena Corp's most recent annual compensation
disclosure covers fiscal 2025, which closed on Oct 31, 2025. This document reports
the compensation actions taken since that date — awards granted, shares delivered, holdings moved,
roster changed — through Jul 15, 2026, the date of the latest action filed, and closes
the interval between the two.
Epoch 1 — the annual disclosure
Fiscal 2025, published Feb 12, 2026
Salary, incentive payouts, prior awards, unvested balances at fiscal year-end,
the peer group, and the stated pay design. Cash figures in this document come from here and
are labeled as such throughout.
Epoch 2 — current filings
Actions through Jul 15, 2026 · filed through Jul 17, 2026
Awards granted, shares delivered, tax withheld, shares sold, and running share
balances — each an individually filed document. Equity figures in this document come from here.
Contents
2What changed since the annual disclosure
3Current-year awards — not yet in any annual table
4Awards against the stated pay philosophy
5Estimated current-year target total direct compensation
6Peer refresh — who has granted, and what
7The year on one timeline
8Executive equity activity year to date
9Directors
10Method, coverage, and what we do not know
APer-executive statements
BRegister conventions and the aggregated register
Source: insider transaction filings, as filed. Annual figures from CIEN's most recent annual compensation
disclosure for fiscal 2025. Share prices are daily closes from an independent market source.
1
The deltas
What changed since the annual disclosure
Each headline below is traceable to a page in this document.
The year, bottom-lined
$2,999,971 of long-term awards has already been granted this year, and none of it will appear in an annual compensation table until the spring-2026 disclosure. Shareholders supported the program at 95.5%.
What to watch: the 36.0% of the long-term program that settles on performance. It is not reported at grant, so every figure here covers the portion that is filed.
The Velarion Read
$2,999,971 of long-term awards went out on Jun 22, 2026 to 1 officer. The 36.0% of the program delivered in performance units is not visible in any filing until it is earned, so the figure understates the year. Insiders sold $83,358,167 across 70 transactions. Gary B. Smith accounts for $40,804,392 of that, 49.0% of the total. None of this appears in an annual compensation table before the spring-2026 disclosure.
The comparison basis is the fiscal 2025 annual disclosure published
Feb 12, 2026, against filings dated Nov 3, 2025 –
Jul 15, 2026.
$2,999,971 of long-term awards has been granted this year and appears in no annual table
On Jun 22, 2026, 1 officer received 6,517 units, valued at that day's close of $460.33. The most recent annual disclosure covers fiscal 2025 and predates all of it. These awards first reach a Summary Compensation Table in the spring-2026 cycle.
Detail on page 3
Part of of the stated long-term program is not visible in any filing at grant
The stated design allocates 36.0% of long-term value to performance share units. Performance units are contingent and are not reported at grant, so the $2,999,971 above represents the 64.0% of the program that is filed. Any comparison that treats filed awards as the whole program understates this company — and understates it unevenly against peers who do file their performance units.
Method and the peer consequence on pages 4 and 6
The largest sale not indicated as made under a trading plan — 8,554 shares, $1,921,742
Thomas Michael Nevens (non-employee director) sold 8,554 shares on Dec 15, 2025. On the filings themselves, 69 of the 70 sale lines are indicated as made under a Rule 10b5-1 trading plan. That insider's filed share balance moved from 17,976 before Dec 15, 2025 to 10,027 on Mar 26, 2026, a change of -44.2%.
Full activity on page 8
The roster the filings show is not the roster the annual tables show
4 officers file transactions who are not among the 5 named executives in the fiscal 2025 tables.
Roster detail on pages 3 and 8
Shareholders supported the pay program at 95.5%
At the meeting of Mar 26, 2026, 114,515,974 shares voted for and 5,360,579 against. The percentage is shares for as a share of for-plus-against, computed from the vote filing; abstentions and broker non-votes are excluded. The vote has run 90.7% → 90.1% → 94.6% → 95.5% across the last 4 years on record, so this year is 0.9 percentage points above the year before it and 0.0 percentage points below the highest of them. All $2,999,971 of the awards on page 3 was granted after this vote, beginning 88 days later. The vote itself addressed the preceding year's program.
Chronology on page 7
Source: insider transaction filings, as filed.
2
Current-year awards
Current-year awards — Jun 22, 2026 to Jun 22, 2026
Each award valued at the closing price on its own award date.
Every current-year award was made on Jun 22, 2026 at $460.33 a share — $2,999,971 across 1 officer. The 36.0% of the program delivered in performance units is not reported at grant, so what is shown here is the visible portion. Separately, shares from earlier awards were delivered to 7 named executives at exactly the amounts the last disclosure said were outstanding.
Granted after the close of fiscal 2025, so they appear in no compensation
table until the spring-2026 disclosure. A later CD&A may mention a grant in
narrative, but the tables that carry the numbers are a year out. Unit counts are as filed; values
are that count at the closing price on its own award date.
Awards by officer
| Officer | Award date | Share-settled
units | Total units | Price per unit
at that date | Value | Instruments, as filed |
|---|
Grant Hoffman
SVP Chief Supply Chain Officer · not in the fiscal 2025 tables | Jun 22, 2026 | 6,517 | 6,517 | $460.33 | $2,999,971 | 6,517 Common Stock |
| Total — 1 awards to 1 officer | 1 dates | 6,517 | 6,517 | — | $2,999,971 | |
Shaded rows are named executives in the fiscal 2025 tables. Unshaded rows are
officers who file transactions but do not appear in those tables — their current awards are visible
here and nowhere else until the next annual disclosure.
Valuation basis
Closing price, Jun 22, 2026
$460.33
Settlement form
Share-settled: the award delivers shares on vesting. Cash-settled: the award pays cash equal to the value of the underlying shares. The settlement form is the one stated in the company's own filing.
Share-settled awards
units × closing price. No modeling — for full-value share awards this is the grant-date fair value construction.
Award date in its trailing 52-week range
Where the share price sat on the award date, against its own
preceding year.
low $73.55
award date $460.33 — 68.6% of range
high $637.51
Awards were valued above at $460.33, the close on the award date. At $377.05 on Jul 31, 2026 the shares are 18.1% below that price.
The range position is stated for completeness. Award timing follows the company's regular December cycle rather than the share price: annual awards are dated Dec 13, 2022, Dec 12, 2023, Dec 17, 2024, Jun 22, 2026 in the years we can observe (the fiscal 2025 grant table is absent from our record, so that year is not among them). Range is the trailing 52 weeks to the award date from daily highs and
lows (251 trading days).
Shares delivered on earlier awards — Dec 16, 2025
Shares from awards granted in earlier years, delivered this year. For 7 of 12 named executives the quantity equals, to the share, a tranche the fiscal 2025 disclosure reported as still unvested.
| Officer | Delivery date | Shares delivered |
Value at delivery date |
|---|
| Gary B. Smith | Dec 16, 2025 | 242,552 (3 lines) | $50,897,112 |
| Jason Phipps | Dec 16, 2025 | 51,214 (3 lines) | $10,746,746 |
| David Rothenstein | Dec 16, 2025 | 40,722 (3 lines) | $8,545,104 |
| Joseph Cumello | Dec 16, 2025 | 29,411 (3 lines) | $6,171,604 |
| Dino DiPerna | Dec 16, 2025 | 21,707 (2 lines) | $4,554,997 |
| Brodie Gage | Dec 16, 2025 | 19,959 (2 lines) | $4,188,197 |
| Sheela Kosaraju | Dec 16, 2025 | 19,721 (2 lines) | $4,138,255 |
| Marc Graff | Dec 16, 2025 | 9,293 | $1,950,043 |
Award terms, from the filings' own footnotes
Common Stock
Shares reported include unvested Restricted Stock Units (RSUs). (this note appears on 9 of the 10 award transactions)
Restricted stock units (RSUs) vest in full on the first anniversary of the date of the grant. (this note appears on 9 of the 10 award transactions)
Source: insider transaction filings, as filed. Closing prices are daily closes from an independent market source,
reconciled against prices stated on the filings themselves — see page 10.
3
Said versus did
Awards against the stated pay philosophy
What the company said it intended to grant, and what the filings show it granted.
Every award filed this year is share-settled, so there is no delivered split to set against the stated design. Both are set out below; where the stated design divides value between vehicles that settle the same way, that division is not observable in a transaction filing.
What was stated — fiscal 2025 disclosure
| Vehicle | Stated share
of long-term value |
Visible at grant? |
|---|
| RSU | 40% | appears in the filings |
| PSU | 36% | contingent — not reported at grant |
| MSU | 24% | appears in the filings |
Read from the fiscal 2025 annual disclosure. Our reading of that document
carries a low confidence label, which is disclosed
here rather than suppressed; the comparison below is therefore presented as directional.
What was filed — Jun 22, 2026
| Sleeve | Units | Share of filed award |
|---|
| Share-settled | 6,517 |
100.0% |
| Cash-settled | 0 |
0.0% |
| Filed total | 6,517 | 100.0% |
Every filed award is share-settled, so there is no split to compare — the stated design and the filed awards are both above.
The unverifiable half. 36.0% of stated long-term value is delivered in performance share units, which are not reported at grant. No filing confirms that half was granted, at what target, or on what metrics, and this document does not assume it was — every filed figure covers the 64.0% that is observable.
This company's filed awards are entirely share-settled. A delivered-mix comparison needs two sleeves to compare, so none is made here — the stated design and the filed awards are shown above and the reader can see both.
Short-term incentive — the stated design
Chief executive target
150.0% of salary
(fiscal 2025 disclosure)
Basis
Formulaic against disclosed metrics, with
committee discretion applied on top in the disclosed year — the annual document states a
qualitative uplift was awarded above the formulaic outcome.
The current year's short-term outcome is not yet determinable: it is measured over
the full year and disclosed next spring. Page 5 uses the stated target, never an assumed
payout.
Source: insider transaction filings, as filed. Stated design from the fiscal 2025 annual compensation disclosure.
4
Estimated target TDC
Estimated current-year target total direct compensation
Latest salary, stated target bonus, and this year’s long-term award.
This is an estimate of opportunity, not of what will be earned; the performance half depends on cycles that have not run.
Epoch labels. Cash components: latest disclosed year (fiscal
2025). Long-term components: current filings, Jun 22, 2026. This is an
estimate of the current year's target, not a disclosed figure, and no annual document states
it.
Build-up
| Executive | Salary
fiscal 2025 |
Short-term
target | Long-term —
as filed |
Total on
filed awards | Long-term —
whole program |
Total —
whole program | Fiscal 2025
actual, disclosed |
|---|
Gary Smith
President and CEO | $1,075,000 | $1,612,500 | no award filed in this window | excludes filed award | no award filed | excludes filed award | $18,530,396 |
Marc Graff
SVP and CFO | $165,000 | not disclosed individually | no award filed in this window | excludes short-term target and filed award | no award filed | excludes short-term target and filed award | $12,997,299 |
Jason Phipps
SVP, Global Customer Engagement | $579,450 | no individual target in the program | no award filed in this window | excludes short-term target and filed award | no award filed | excludes short-term target and filed award | $5,242,937 |
David Rothenstein
SVP, Chief Strategy Officer and Secretary | $573,900 | no individual target in the program | no award filed in this window | excludes short-term target and filed award | no award filed | excludes short-term target and filed award | $4,231,335 |
Dino DiPerna
SVP, Global R&D | $474,662 | no individual target in the program | no award filed in this window | excludes short-term target and filed award | no award filed | excludes short-term target and filed award | $3,797,684 |
James Moylan, Jr.
SVP and CFO (former) | $520,793 | no individual target in the program | stated as an award, not as an individual target | excludes short-term target and filed award | no award filed | excludes short-term target and filed award | $1,427,067 |
Why a short-term target appears for the chief executive only. The stated design
discloses one target percentage — the chief executive's — and that is the figure captured. This
company pays a short-term incentive to every named executive under the same formula plan, and the
amounts each received last year are inside the disclosed total in the final column; what is not
available here is each officer's own target. Where it is absent the totals say so rather
than presenting a smaller number as if it were complete.
How the whole-program columns are computed: filed award / 0.64, because the stated design says the filed vehicles are 64.0% of long-term value.
Salary and the fiscal 2025 actual are as disclosed. Short-term target is the
disclosed target percentage applied to disclosed salary, and is shown only where that percentage is
disclosed for the individual — it is not imputed from another executive's target. Long-term as
filed is page 3's value. Rows without a disclosed individual target show a partial total rather
than a total built on an assumption.
Assumptions - the whole-program column
What it assumes
that the stated 64.0% / 36.0% split between filed and contingent long-term vehicles held for this year's award.
The arithmetic
filed long-term value / 0.64 — nothing else.
What it rests on
one reading of one annual document, carrying a low confidence label. If the split moved this year, this column moves with it and the filed column does not.
What would confirm it
the spring-2026 disclosure. This estimate is made roughly a year ahead of it and is intended to be graded against it.
The chief executive, in context
Long-term, as filed this year — ordinary awards
pending — not resolved to an ordinary award event
Long-term, implied full program
pending
Long-term target stated for fiscal 2025
$12,500,015
Total target stated for fiscal 2025
$15,250,015
Salary, short-term target and long-term target as we read them sum to $15,187,515, $62,500 below the total the company states. The company's figure is the one shown; the difference is a component of its stated target we do not separately hold, and it is named here rather than averaged away.
Fiscal 2025 actual, disclosed
$18,530,396
The stated fiscal 2025 long-term target and the filed current-year award are
measured on different bases — one is a target value set by the committee, the other is a unit count
multiplied by a market close — and they are placed side by side rather than differenced for that
reason.
Source: insider transaction filings, as filed. Cash components from the fiscal 2025 annual compensation disclosure.
5
Peer refresh
Peer refresh — who has granted, and what
The company's own disclosed comparison group, re-read against this year's filings.
The Velarion Read
16 of the 18 companies in this comparison group have already granted this cycle, so a mid-year read is possible.
18 companies in the fiscal 2025 disclosed comparison group
· 16 have granted in the current cycle ·
2 excluded from every figure on this page (1 no longer an independent filer · 1 window pending)
Window status, company by company
16 of 18 granted in the
current cycle; the rest are timing, not absence. The columns have two different subjects.
Window status and the busiest date describe any insider at that company; the award event,
units and value describe that company's chief executive alone. A company can therefore read
“granted this cycle” beside “none yet” without contradiction — its insiders have received awards
and its chief executive has not, which is itself the fact worth seeing.
| Company | Window status —
any insider |
Busiest award date,
all insiders | Chief executive |
Largest filed award
event — the CEO only | Units —
the CEO only |
Value at that
day's close |
Excluded — stated
deliveries of
earlier awards |
Coverage
through |
|---|
AKAM
Akamai Technologies | granted this cycle | Feb 19, 2026
4 award dates | Tom Leighton | Mar 2, 2026 | 74,252 | $7,249,965 | 3 lines
44,380 units | Jul 15, 2026 |
CALX
Calix | granted this cycle | May 14, 2026
6 award dates | Michael Weening | Feb 12, 2026 | 217,500 | $11,314,350 | none | Jul 28, 2026 |
CDNS
Cadence Design Systems | granted this cycle | Mar 18, 2026
4 award dates | Anirudh Devgan | Mar 18, 2026 | 146,849 | $42,533,344 | 1 line
43,318 units | Jul 23, 2026 |
COHR
Coherent Corp | granted this cycle | Feb 11, 2026
1 award dates | James R. Anderson | none yet | none yet | last award Aug 28, 2025 | none | Jul 24, 2026 |
EXTR
Extreme Networks | granted this cycle | Jan 5, 2026
2 award dates | Edward Meyercord | none yet | none yet | last award Aug 15, 2025 | none | Jul 2, 2026 |
FFIV
F5 Networks | granted this cycle | Mar 12, 2026
3 award dates | François Locoh-Donou | none yet | none yet | no award program for this executive — 63 other transactions filed | none | Jul 2, 2026 |
JNPR
Juniper Networks | no longer an independent filer | window pending | Rami Rahim | none yet | none yet | window pending | none | — |
KEYS
Keysight Technologies | granted this cycle | Mar 20, 2026
2 award dates | Satish Dhanasekaran | none yet | none yet | no award program for this executive — 14 other transactions filed | none | Jul 8, 2026 |
LITE
Lumentum | granted this cycle | Jul 15, 2026
7 award dates | Michael Hurlston | none yet | none yet | last award Aug 19, 2025 | none | Jul 16, 2026 |
LOGI
Logitech | granted this cycle | Apr 15, 2026
3 award dates | Johanna Faber | Jan 30, 2026 | 100 | $8,584 | none | May 19, 2026 |
MSI
Motorola Solutions | granted this cycle | Mar 12, 2026
6 award dates | Gregory Brown | Feb 25, 2026 | 43,554 | $20,528,307 | 1 line
94,246 units | Jul 7, 2026 |
NTAP
NetApp | granted this cycle | May 14, 2026
3 award dates | George Kurian | Jul 1, 2026 | 29,259 | $4,575,522 | 2 lines
127,087 units | Jul 14, 2026 |
NTNX
Nutanix | window pending | window pending | Rajiv Ramaswami | none yet | none yet | no award program for this executive — 61 other transactions filed | none | Jun 17, 2026 |
SANM
Sanmina | granted this cycle | Mar 16, 2026
1 award dates | Jure Sola | none yet | none yet | no award program for this executive — 5 other transactions filed | none | Jun 1, 2026 |
SNPS
Synopsys | granted this cycle | Apr 16, 2026
3 award dates | Sassine Ghazi | none yet | none yet | no award program for this executive — 34 other transactions filed | none | Jun 16, 2026 |
VISN
CommScope | granted this cycle | Jan 8, 2026
4 award dates | Charles Treadway | Jan 8, 2026 | 697,272 | $12,397,496 | 1 line
18,171 units | Jun 3, 2026 |
VSAT
ViaSat | granted this cycle | Jun 7, 2026
2 award dates | Mark Dankberg | Jun 7, 2026 | 103,621 | $6,961,259 | none | Jul 22, 2026 |
ZBRA
Zebra Technologies | granted this cycle | Feb 3, 2026
4 award dates | William Burns | Mar 3, 2026 | 20,990 | $4,730,726 | 2 lines
25,060 units | May 28, 2026 |
How to read the two date columns, because they answer different questions.
Busiest award date is the date carrying the most award-coded lines across all of that
company's insiders this year. It is a density observation, not a determination that the annual
long-term grant happened then — at one company here the busiest date falls in July while its chief
executive's own award was filed in February, and both facts are shown rather than reconciled into
one. Largest filed award event is the chief executive's own most-populated award date, after
deliveries of earlier awards are removed.
Window status is inferred from a single year. “Granted this cycle” means at least one
award-coded line dated in 2026 that is neither a delivery of an earlier award nor a merger
conversion. Our coverage of these companies is predominantly 2026 alone, and one year of grant
dates cannot distinguish a recurring annual window from a coincidence. The column therefore records
that a company has granted, never a claim about when it usually grants — and no
company is recorded as not granting on the strength of a window our coverage may simply not
reach.
How these values are built, and what they are not
Each value is one filed award event, priced at that day's close. For each
chief executive: take their award-coded lines this year, remove any line that delivers an
award granted in an earlier year, and any multi-year price-hurdle grant, group what remains
into same-day events, and value the largest. A delivery is identified on the filing's own
evidence, never on its size: the footnote naming an earlier award year, or a quantity the
company's last annual disclosure already reported as outstanding and unvested for that person,
or a date whose other award lines are confirmed deliveries. Each excluded line is counted in its
own column with the reason, rather than quietly dropped. The largest is 70,060 units at NTAP on May 14, 2026, excluded because its own footnote says it was “granted on July 13, 2023” — 2.39× that chief executive's largest remaining award-coded cluster this year.
The same operator runs on both sides of the comparison. This company's award value
on this page is produced by the identical procedure applied to the identical source — filed
award-coded lines, the same delivery exclusion, the same same-day grouping, the same closing-price
valuation. Nothing on the subject side is computed from the annual disclosure, from a survey, or
from a different vintage of data. A comparison whose two sides are built differently measures the
difference in method as much as the difference in pay, which is why the method is stated here
rather than only for the peers.
What this number is not. It is the largest filed award event, not a
determination that this was the company's annual long-term grant — that would need each company's
own program, which this document does not assert. Three consequences a reader should carry:
1. Filing practice for performance units is not uniform. Some companies here file
performance share units at grant with target quantities and a per-unit value on the face of the
filing; where a company does not, its unfiled performance units are invisible at grant. A company that files its performance units shows a larger figure than one that
does not, at identical total pay.
2. Where something was excluded, the row shows what and how much.
6 of these companies had a prior-year delivery or a multi-year
price-hurdle grant removed before the remaining award was valued — the same two removals made to
this company's own figure. Excluded quantities are printed in the table's own columns rather than
netted away, so a reader can put any of them back.
3. Where the choice is genuinely undetermined, the number is withheld rather than
guessed — two comparable award events on different dates with nothing in the footnotes to
distinguish between them. No company in this group met that condition this cycle, so the rule cost nothing here — it is stated because it is what would happen if one did.
Where this company sits
Comparable population
9 companies — those that granted and whose chief
executive is resolvable to the filings, each valued by the procedure described above: the same
removals, the same grouping, the same closing-price valuation applied to this company
Range across those 9
$8,584 – $42,533,344
Carried with an exclusion
6 companies had a delivery or a multi-year grant removed
before valuation
The median is a median of filed award events, not of total long-term pay, and
it inherits every caveat above — most importantly that this company's performance units
are not always filed at grant, and practice differs across this group. Read it as: on the portion that reaches a filing, this is
where the company sits. The award windows in this group run from January to July, which is what makes a mid-year comparison possible for it at all.
Comparison-group integrity
Disclosed comparison companies
18
No longer independent filers
1 — companies that left public markets
since the group was set
Prior-award deliveries removed
6 companies' chief executives have at least one award-coded
line that delivers an award granted in an earlier year — on the footnote, on a quantity their own
last disclosure reported as outstanding and unvested, or on the other lines filed the same day.
Those lines are excluded and counted in the table's own column, which is why that column shows
10 lines across those 6 companies.
A comparison group set at the last annual disclosure ages. Naming which members have
stopped filing, and which we cannot see far enough forward on, is part of reporting the group
honestly — a group is only as current as its least current member.
Source: insider transaction filings, as filed. Comparison group as disclosed by the company for fiscal
2025. Award-date closes from an independent market source, per company.
6
One timeline
The year on one timeline
Company events, awards, the shareholder vote and insider activity on a single
chronology.
The Velarion Read
All $2,999,971 of this year's awards was granted after shareholders voted on pay, beginning 88 days later. The sequence is set out here in the order it happened, each line with its source.
0 company events in the period, each shown with the
source it was verified against.
Awards
delivery of earlier awards
award · 6,517 units
Insider sales
sale 6,800
sale 6,800
sale 5,093
sale 6,800
sale 11,604
sale 6,800
sale 1,748
sale 83,552
sale 2,500
sale 23,547
sale 29,812
sale 2,952
sale 5,452
sale 2,952
sale 5,452
sale 5,000
sale 1,773
sale 26,978
sale 9,481
sale 2,952
sale 6,652
sale 2,952
sale 6,652
sale 126
sale 1,586
sale 7,720
sale 7,434
Nov
Dec
Jan 2026
Feb
Mar
Apr
May
Jun
Jul
Aug
Events in the window, with sources
No company events are carried for this filer. An event appears on this page only with a working cited source, and none has been verified for this company in this window. That is a statement about this document's event record and not about the company's year: the awards, the vote and the insider activity on the chronology above are complete and come from the filings themselves.
| # | Date | Category | Event |
Source and citation |
|---|
Each event carries the source it was verified against, so it can be re-found
independently.
Source: insider transaction filings, as filed. Company events from the company's own published disclosures.
7
Activity year to date
Executive equity activity year to date
Filed share balances, awards, deliveries, withholding and sales —
Nov 3, 2025 to Jul 15, 2026.
The Velarion Read
Insiders sold $83,358,167 this year. 97.7% of that value, and 98.6% of the 70 sale lines, was on transactions marked as made under a trading plan. Gary B. Smith is the largest seller at $40,804,392, 49.0% of the year's total; the seller summary below is ranked by value. The largest reduction in filed holdings across every insider filing balances this year is Thomas Michael Nevens, a director, at -44.2% — 17,976 direct holdings before the window against 10,027 at the latest filing.
Every column below is a filed quantity.
Named executives — fiscal 2025 tables
| Executive | Unvested at
fiscal 2025 close | Shares delivered on
earlier awards | Withheld
for tax | Sold | Share balance,
before the window | Share balance,
latest filed | Change | Latest balance
at market |
|---|
Gary B. Smith
President, CEO | 461,459 | 242,552 | −116,719 | −149,169 | 275,270
before Nov 3, 2025 | 251,934
Jul 15, 2026 | ▼ -8.5% | $94,991,715 |
Marc Graff
SVP & Chief Financial Officer | 118,312 | 9,293 | −398 | −252 | 118,312
before Dec 16, 2025 | 126,955
Jul 1, 2026 | ▲ 7.3% | $47,868,383 |
Jason Phipps
SVP Global Sales and Marketing | 106,481 | 51,214 | −23,050 | −46,026 | 80,244
before Dec 16, 2025 | 62,382
Jul 1, 2026 | ▼ -22.3% | $23,521,133 |
David Rothenstein
SVP and Chief Strategy Officer | 89,199 | 40,722 | −21,181 | −22,500 | 185,690
before Nov 17, 2025 | 182,731
Jul 15, 2026 | ▼ -1.6% | $68,898,724 |
Dino DiPerna
SVP Global R&D | 61,179 | 21,707 | −11,465 | −11,147 | 40,529
before Nov 17, 2025 | 39,624
Jul 15, 2026 | ▼ -2.2% | $14,940,229 |
Officers who file but are not in the fiscal 2025 tables
| Officer | Shares awarded
into the balance | Shares delivered on
earlier awards | Withheld
for tax | Sold | Share balance,
before the window | Share balance,
latest filed | Change | Latest balance
at market |
|---|
Brodie Gage
SVP Global Products & Supply | — | 19,959 | −10,544 | −10,461 | 40,653
before Nov 17, 2025 | 39,607
Jul 15, 2026 | ▼ -2.6% | $14,933,819 |
Grant Hoffman
SVP Chief Supply Chain Officer | 6,517 | — | — | — | 0
before Jun 22, 2026 | 6,517
Jun 22, 2026 | ▲ — | $2,457,235 |
Joseph Cumello
SVP, General Mgr. Blue Planet | — | 29,411 | −14,782 | −15,288 | 43,531
before Dec 16, 2025 | 42,872
Jun 26, 2026 | ▼ -1.5% | $16,164,888 |
Sheela Kosaraju
SVP and General Counsel | — | 19,721 | −10,146 | −6,155 | 84,661
before Dec 16, 2025 | 88,081
Jul 1, 2026 | ▲ 4.0% | $33,210,941 |
The row adds: opening balance, plus awards and deliveries, less withholding and
sales, plus other filed movements, equals the latest balance. The opening figure is the position
before the first filed transaction of the window — the filings state the balance
after each transaction, so the first line's own effect is removed from it rather than
counted twice. Every quantity in the row belongs to one ownership form: the direct holdings where
a filer reports them, and any indirect holdings noted separately beside the closing balance.
Balances are the filer's own stated shares owned following each transaction.
Share-settled restricted stock vests without a separately reported transaction, so no closing
unvested balance is derived — the components are shown instead.
Open-market sales — summary by insider
| Insider | Shares sold | Weighted
avg price |
Value | Lots | Trading-plan status, as filed |
Period |
|---|
Gary B. Smith
President, CEO | 149,169 | $273.54 | $40,804,392 | 18 lots
18 days | all shares indicated under a plan | Nov 3, 2025 – Jul 15, 2026 |
Jason Phipps
SVP Global Sales and Marketing | 46,026 | $337.80 | $15,547,533 | 17 lots
3 days | all shares indicated under a plan | Jan 15, 2026 – Jul 1, 2026 |
David Rothenstein
SVP and Chief Strategy Officer | 22,500 | $353.90 | $7,962,669 | 9 lots
9 days | all shares indicated under a plan | Nov 17, 2025 – Jul 15, 2026 |
Brodie Gage
SVP Global Products & Supply | 10,461 | $431.78 | $4,516,869 | 7 lots
7 days | all shares indicated under a plan | Nov 17, 2025 – Jul 15, 2026 |
Joseph Cumello
SVP, General Mgr. Blue Planet | 15,288 | $273.49 | $4,181,146 | 3 lots
3 days | all shares indicated under a plan | Jan 12, 2026 – Jun 26, 2026 |
Dino DiPerna
SVP Global R&D | 11,147 | $305.37 | $3,403,941 | 8 lots
4 days | all shares indicated under a plan | Nov 17, 2025 – Jul 15, 2026 |
Patrick T. Gallagher
non-employee director | 11,618 | $227.45 | $2,642,486 | 1 lots
1 days | all shares indicated under a plan | Jan 12, 2026 – Jan 12, 2026 |
Sheela Kosaraju
SVP and General Counsel | 6,155 | $367.51 | $2,262,029 | 4 lots
4 days | all shares indicated under a plan | Jan 2, 2026 – Jul 1, 2026 |
Thomas Michael Nevens
non-employee director | 8,554 | $224.66 | $1,921,742 | 1 lots
1 days | none indicated under a plan | Dec 15, 2025 – Dec 15, 2025 |
Marc Graff
SVP & Chief Financial Officer | 252 | $457.78 | $115,361 | 2 lots
2 days | all shares indicated under a plan | Jun 24, 2026 – Jul 1, 2026 |
Each row aggregates that insider's sale transactions across the window: shares are summed,
the price is weighted by quantity, and the lot and day counts are shown so an aggregated row is
never read as a single trade. This summary counts every ownership form; the "Sold" column in
the rollforward above counts one. A rollforward has to bridge a single stated balance, so it
uses only the form that balance belongs to — where an insider also sold from a trust or other
indirect holding, that quantity appears here and not there, and the difference between the two
figures is exactly the indirect portion. This window contains 70 sale transactions across 27 trading days, which is why the body carries the summary and not the register. Individual lots are available as a data
export.
Plan status is as indicated on each filing: 69 of the 70 sale lines are indicated as made under a Rule 10b5-1 trading plan.
Sale prices are execution prices. Shares withheld to satisfy tax on vesting appear in their own
column and are not sales.
Source: insider transaction filings, as filed. Unvested balances from the fiscal 2025 annual disclosure.
Market values at the closing price of Jul 31, 2026.
8
Directors
Directors
Current-year awards to non-employee directors.
8 non-employee directors received 5,097 units this year. 7 of them received exactly the same number, with Lawton W. Fitt on a different award — a fixed-unit program.
5,097 units awarded to 8 non-employee
directors · 7 of them received an identical 605 units
· awarded on Mar 26, 2026, each valued
at its own award-date close
| Director | Units awarded
this year | Value at
award-date close |
Award date | Cash fees
fiscal 2025 | Share awards
fiscal 2025 |
All other
fiscal 2025 |
Total fiscal 2025 | Instrument, as filed |
|---|
| Lawton W. Fitt (board chair, fiscal 2025) | 862 | $334,447 | Mar 26, 2026 | $100,000 | $334,918 | $0 | $434,918 | 862 Common Stock |
| Bruce L. Claflin | 605 | $234,734 | Mar 26, 2026 | $110,000 | $234,971 | $0 | $344,971 | 605 Common Stock |
| Devinder Kumar | 605 | $234,734 | Mar 26, 2026 | $120,000 | $234,971 | $0 | $354,971 | 605 Common Stock |
| Hassan Ahmed | 605 | $234,734 | Mar 26, 2026 | $101,000 | $234,971 | $0 | $335,971 | 605 Common Stock |
| Joanne Beth Olsen | 605 | $234,734 | Mar 26, 2026 | $116,000 | $234,971 | $0 | $350,971 | 605 Common Stock |
| Mary G. Puma | 605 | $234,734 | Mar 26, 2026 | $100,000 | $234,971 | $0 | $334,971 | 605 Common Stock |
| Patrick T. Gallagher | 605 | $234,734 | Mar 26, 2026 | $110,000 | $234,971 | $0 | $344,971 | 605 Common Stock |
| Thomas Michael Nevens | 605 | $234,734 | Mar 26, 2026 | $100,000 | $234,971 | $0 | $334,971 | 605 Common Stock |
The three right-hand money columns are the last disclosed year and are not
comparable to the current-year award beside them — they are a full year of fees and awards, the
award column is this year's grant alone. Both are shown because the question a reader asks is
whether this year's award moved against last year's program, and that requires seeing both
bases rather than a difference computed across them.
Reconciliation — how these units tie to the filings
| Line | Directors | Units | Note |
|---|
| Award transactions dated Mar 26, 2026 | 8 |
5,097 |
the board's main award date — the figure a same-date tally produces, which is not the date the officers were awarded on (Jun 22, 2026) — this board is paid on its own calendar |
| Current-year director awards | 8 |
5,097 | the award column above — each row its stated date's
units, so a same-date tally and this column are the same number |
| All director award-coded lines in the window | |
5,097 | what a tally of every director line returns |
All three totals agree: every award-coded director line in the window is a current-year award, and all of them fall on one date. The three lines are shown because they are three different questions, and a reader tallying the filings should land on the same number for each.
Source: insider transaction filings, as filed. Fiscal 2025 director figures from the annual compensation disclosure.
9
Method and coverage
Method, coverage, and what we do not know
The page that says what this document cannot tell you.
Coverage of the filing window
Transaction codes present
F 126 · S 70 · A 29
Individuals
17 —
5 named executives, 4 other officers,
8 directors
Lines missing a quantity
0
Lines missing a running balance
0
Amended filings in the window
0
Every line in the window parsed and carries a quantity, a date and a running
balance. Where that was not true, the count would appear above rather than be absorbed into a
total — a document that silently drops what it could not read is indistinguishable from one that
had nothing to drop.
Instruments seen, by line
| Instrument, as filed | Lines |
|---|
| Common Stock | 225 |
Taken verbatim from the filings. This document does not normalize instrument names
into a house taxonomy, because the filed name is the evidence.
Price basis, and how it was checked
Daily closes used
416 trading days
Award dates requiring a price
3, of which 3 fell on a trading
day; the remainder use the preceding close, marked where used
Award dates left unpriced
0 — an unpriced award renders as
“pending”, never as zero and never estimated
Settlement-priced lines
34 of 34 match same-day close to the cent
Open-market executions
70 of 70 fall inside that day's traded high-low range
Exercise-priced transactions
0 excluded — an exercise carries the option's
strike price, not a market price.
The price source is independent of the filings, so where both state a price the
comparison is a genuine check rather than a restatement. It is reported because a valuation built
on an unchecked price series is a valuation resting on an assumption.
The settlement standard is this issuer's, not ours. Companies do not price settlement lines the same way — this one uses same-day close, and others use a different reference day. The convention is read from this issuer's own filings and named above, so a reader comparing two of these documents sees the test change because the issuer's practice differs, not because the standard was relaxed for one of them.
What this document does not know
1. Part of the long-term program is not filed. Performance share units — 36.0% of stated long-term value — are not reported at grant, so nothing here confirms they were made, at what target, or on what metrics.
2. No award in this window carries a confirmed classification. This document reports codes, quantities, dates and verbatim footnotes, and does not present award categories or classified subtotals. The sleeves on page 4 are the instrument names the filings themselves use, not classifications. Where a category would be useful — the deliveries on page 3 — the evidence is shown and the label withheld.
3. Vesting of share-settled awards is not separately reported, so no closing unvested balance is derived. See page 8.
Two tiers, stated once
Facts always; categories only when confirmed. Quantities, dates, codes,
prices, balances and footnote text are reported wherever they exist. Category labels and
classified subtotals are reported only where classification is confirmed — which, for this filer
today, is nowhere. This document is built to be complete and honest in that state rather than to
wait for it to change.
Source: insider transaction filings, as filed. Prepared Aug 2, 2026.
Position as filed through Jul 17, 2026.
10
Per-executive statements
Appendix A — per-executive statements
The three largest current-year awards, each with its own aggregated register.
Same-day, same-code, same-instrument, same-ownership-form lines are aggregated
into one row with a lot count and a weighted-average price. Individual lots are available as a
data export and are not reproduced here.
Grant Hoffman — SVP Chief Supply Chain Officer
Award this year
6,517 units on Jun 22, 2026 — $2,999,971 at that day's close of $460.33
Composition
6,517 share-settled ·
0 cash-settled (0.0% cash)
Share balance
0 before Jun 22, 2026 → 6,517 on Jun 22, 2026 (—)
Latest balance at market
$2,457,235
Sold in the open market
none
Unit balance, latest filed
no unit-denominated instrument filed for this executive
| Date | Code | Instrument | Units ± | Shares held
directly |
|---|
| Jun 22, 2026 | A | Common Stock | 6,517 | 6,517 |
Rows are in the order the transactions were filed. The three balance columns are
three separate populations and do not add: shares held directly, shares held through a trust or
partnership, and units of a deferred or cash-settled instrument. A balance appears only in the
column it belongs to, and a dash means that line stated no balance for that population — not zero.
Prices are the prices stated on the filings themselves, which is why a withholding or sale price
appears here on dates that carry no award and therefore appear in no valuation table.
Source: insider transaction filings, as filed.
A
Register conventions
Appendix B — register conventions
How the registers in this document are built, in enough detail to reproduce them.
Transaction codes present in this window
| Code | Lines | Meaning |
|---|
| A | 29 | Acquisition of securities — an award, or a delivery of shares under an earlier award. |
| F | 126 | Shares retained by the company to satisfy tax withholding on vesting. Not a discretionary transaction. |
| S | 70 | Open-market sale. |
Aggregation
Rule
Lines sharing date, code and instrument are
aggregated into a single register row.
Quantity
Sum of the filed quantities.
Price
Weighted average of filed prices by quantity —
never a simple mean, which would misweight unequal lots.
Lot count
Shown where more than one line is
aggregated, so an aggregated row is never mistaken for a single transaction.
Balance
The running balance stated on the last line of
the group — the filer's own figure, not a computed one.
Full lot detail
Available as a data export. This
document carries the aggregated view because the lot list is a working file, not a reading
surface.
Balance movements from outside this window
A filer's stated share balance is a running total that spans their whole filing
history, not this window. Where two consecutive rows of a register differ by more than the later
row's own quantity, the difference was moved by a transaction filed outside the period this
document covers — most often an earlier gift, transfer or exercise. The register marks the step
where it occurs and does not absorb it into a neighboring row, because a register that silently
balances is one a reader cannot reproduce against the filings.
Price reconciliation — the lines that differ
| Date | Insider | Code |
Price as filed | Closing price | Difference |
|---|
| No priced line failed its test in this window. |
All differences are open-market sales, which execute during the trading day at
prices that are not the close. The filed price is the executed price and is the figure used in
this document wherever a sale is valued; the closing price is used only where no filed price
exists, which is the case for awards.
Source: insider transaction filings, as filed.
B