CIEN Insider Filing: Tax-Withholding Share Dispositions at $138.37

Rhea-AI Filing Summary

Sheela Kosaraju, SVP and General Counsel of CIENA Corporation (CIEN), reported multiple share dispositions on 09/20/2025 at $138.37 per share. The transactions reflect shares withheld to satisfy tax obligations tied to previously granted restricted stock units (RSUs) and include both RSUs and performance stock units (PSUs). Individual withholding lots were 164, 728, 578, 345, and 106 shares, leaving the reporting person with a beneficial ownership reported in the range of 86,408 to 88,165 shares across line items. All transactions are reported as dispositions related to tax withholding for awards granted on specific prior dates.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposals by an insider; not a material governance concern.

The Form 4 shows standard withholding of shares to cover tax liabilities on RSUs/PSUs previously granted. The activity is administrative and consistent with common equity-compensation practices. No new grants, option exercises, or transfers to related parties are disclosed, and the filings identify the transactions as tax withholding at $138.37 per share on 09/20/2025. Impact to shareholders is typically immaterial from a governance perspective.

Securities Analyst

TL;DR: Insider sold small blocks via withholding; transaction size appears routine and non-material.

The listed withholdings (164; 728; 578; 345; 106 shares) indicate disposals solely to satisfy tax liabilities from RSU/PSU awards dated between 12/14/2021 and 12/17/2024 and 2/1/2023 and 12/13/2022. Reported price is $138.37. The remaining beneficial ownership totals reported (approximately 86,408–88,165 shares across entries) suggest modest insider holdings relative to a typical public company; the filing does not disclose any change in control or other market-moving events.

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^*

Kosaraju Sheela

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

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	09/20/2025		F		164(1)	D	$138.37	88,165(2)	D
Common Stock	09/20/2025		F		728(3)	D	$138.37	87,437(2)	D
Common Stock	09/20/2025		F		578(4)	D	$138.37	86,859(2)	D
Common Stock	09/20/2025		F		345(5)	D	$138.37	86,514(2)	D
Common Stock	09/20/2025		F		106(6)	D	$138.37	86,408(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 3 filed on 2/3/2023.

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 2/1/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 2/3/2023.

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 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023.

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 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.

6. 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 3 filed on 2/3/2023.

	By: Michelle Rankin For: Sheela Kosaraju	09/22/2025
	** 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

What did CIEN insider Sheela Kosaraju report on the Form 4?

The Form 4 reports share dispositions on 09/20/2025 at $138.37 per share reflecting shares withheld to pay tax liabilities on RSUs/PSUs.

How many shares were withheld to cover taxes in the Form 4?

The filing lists withholdings of 164, 728, 578, 345, and 106 shares on 09/20/2025.

What types of equity awards are referenced in the CIEN Form 4?

The explanation identifies Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), including unvested awards.

What is Sheela Kosaraju's role at CIENA and filing relationship?

Sheela Kosaraju is reported as SVP and General Counsel and the Form 4 is filed by one reporting person.

Do the transactions indicate a sale for cash or an administrative withholding?

They are reported as withholdings to cover tax liabilities related to previously granted RSU/PSU awards, not voluntary open-market sales.