Ciena (CIEN) SVP uses 2,113 shares to pay RSU tax liabilities

Rhea-AI Filing Summary

Ciena Corporation SVP and Chief Strategy Officer David M. Rothenstein reported routine tax-related share dispositions. On March 20, 2026, a total of 2,113 shares of Ciena common stock were withheld at $383.89 per share to cover tax liabilities on previously granted RSU awards. After these withholdings, he directly held 195,081 shares, which the footnotes state include unvested RSUs and PSUs. These F-code transactions are not open-market sales but administrative withholdings tied to vesting compensation.

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

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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^*

Rothenstein David M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		F		472(1)	D	$383.89	196,722(2)	D
Common Stock	03/20/2026		F		174(1)	D	$383.89	196,548(2)	D
Common Stock	03/20/2026		F		811(3)	D	$383.89	195,737(2)	D
Common Stock	03/20/2026		F		436(4)	D	$383.89	195,301(2)	D
Common Stock	03/20/2026		F		220(5)	D	$383.89	195,081(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: David M Rothenstein	03/24/2026
	** 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)

FAQ

What did Ciena (CIEN) executive David Rothenstein report in this Form 4?

David M. Rothenstein reported tax-related share withholdings, not market sales. A total of 2,113 Ciena common shares were withheld on March 20, 2026 to cover tax liabilities from multiple RSU awards as they vested.

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

The Form 4 shows 2,113 Ciena common shares withheld for taxes. These came through several F-code transactions on March 20, 2026, each tied to restricted stock unit award vesting and related tax obligations.

Did the Ciena (CIEN) SVP sell shares on the open market?

No, the filing does not report any open-market sales. All transactions are F-code tax-withholding dispositions, where shares are surrendered to satisfy RSU-related tax liabilities rather than sold through market trades.

What is David Rothenstein’s Ciena (CIEN) shareholding after these transactions?

Following the tax-withholding transactions, David M. Rothenstein directly held 195,081 Ciena common shares. Footnotes clarify this figure includes unvested Restricted Stock Units and Performance Stock Units in addition to already vested shares.

Which RSU awards are referenced in this Ciena (CIEN) Form 4?

The tax withholdings relate to RSU award agreements dated December 13, 2022, December 12, 2023, December 17, 2024, and December 16, 2025. Each award’s initial acquisition had been reported in earlier Form 4 filings.

How are F-code transactions on Ciena (CIEN) Form 4 typically interpreted?

F-code transactions represent shares withheld to pay taxes or exercise costs, not discretionary trades. For this Ciena filing, all five F-code entries reflect shares surrendered to cover RSU-related tax liabilities as part of normal compensation processing.