CIEN insider tax-withholding: Multiple RSU withholdings reported

Rhea-AI Filing Summary

CIENA Corp insider activity: This Form 4 shows David M. Rothenstein, SVP and Chief Strategy Officer, disposed of shares on 09/20/2025 through withholding to cover tax liabilities related to previously granted restricted stock units and performance stock units. Multiple withholding codes are reported: 679, 204, 811, 436 and 308 shares, each at a reported price of $138.37. After the transactions the filing reports beneficial ownership totals in the range of 188,190 to 189,949 shares, which include unvested RSUs and PSUs. The reported disposals reflect tax-withholding mechanics on awards originally granted in 2021, 2022, 2023 and 2024, and do not show open-market purchases or sales beyond those withholdings.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share disposals from equity awards; no new purchasing or strategic selling activity shown.

The Form 4 discloses only shares withheld to satisfy tax obligations tied to RSU/PSU awards granted across multiple years. Each withholding transaction is executed at the same reported price of $138.37, producing small reductions in beneficial ownership from 189,949 down to 188,190 shares across the reported lines. These are administrative equity plan transactions rather than signaling active trading by the insider. For investors, this is a neutral governance event with limited informational content about company performance.

Corporate Governance Expert

TL;DR: Administrative tax-withholding is a common, non-material disclosure; governance controls appear functioning.

The filing documents standard withholding to cover taxes on award vesting dates cited (12/14/2021; 12/13/2022; 12/12/2023; 12/17/2024). The multiple withholdings indicate ongoing vesting schedules and plan administration rather than discretionary insider selling. The signature by an authorized representative and clear explanation lines meet Form 4 disclosure norms. No indications of policy breaches or unusual timing are evident from the filing text alone.

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 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 Chief Strategy Officer

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		679(1)	D	$138.37	189,949(2)	D
Common Stock	09/20/2025		F		204(1)	D	$138.37	189,745(2)	D
Common Stock	09/20/2025		F		811(3)	D	$138.37	188,934(2)	D
Common Stock	09/20/2025		F		436(4)	D	$138.37	188,498(2)	D
Common Stock	09/20/2025		F		308(5)	D	$138.37	188,190(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: David M Rothenstein	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).
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FAQ

What transactions did CIEN insider David M. Rothenstein report on Form 4?

The filing reports share withholdings to cover tax liabilities: 679, 204, 811, 436 and 308 shares on 09/20/2025, each at $138.37.

Do the Form 4 entries show open-market sales or purchases for CIEN?

No. The reported disposals are tax-withholding transactions related to RSU/PSU awards, not open-market purchases or voluntary sales.

How many CIEN shares does the filing report as beneficially owned after the transactions?

Beneficial ownership figures reported after the transactions range from 188,190 to 189,949 shares, which include unvested RSUs and PSUs.

Which award grant dates are associated with the withheld shares in the CIEN Form 4?

The explanation cites RSU award agreements dated 12/14/2021, 12/13/2022, 12/12/2023, and 12/17/2024.

Who signed the CIEN Form 4 on behalf of the reporting person?

The form was signed By: Michelle Rankin For: David M Rothenstein on 09/22/2025.