Ciena SVP reports RSU tax-withholding share dispositions

CIENA CORP SVP and Chief Strategy Officer David M. Rothenstein reported tax-withholding dispositions of an aggregate 2,438 shares of common stock on September 20, 2025 at a reference price of $138.37 per share.

Rhea-AI Filing Summary

CIENA CORP SVP and Chief Strategy Officer David M. Rothenstein reported tax-withholding dispositions of an aggregate 2,438 shares of common stock on September 20, 2025 at a reference price of $138.37 per share. After these RSU-related withholdings, he directly holds 188,190 shares, and shares reported include unvested RSUs and PSUs.

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.

Insider Trade Summary

Exercise Price or Tax Liability: 2,438 shares

Exercise Price or Tax Liability 5 txns

Insider Rothenstein David M

Role SVP and Chief Strategy Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	679	$138.37	$94K
Exercise Price or Tax Liability	Common Stock	204	$138.37	$28K
Exercise Price or Tax Liability	Common Stock	811	$138.37	$112K
Exercise Price or Tax Liability	Common Stock	436	$138.37	$60K
Exercise Price or Tax Liability	Common Stock	308	$138.37	$43K

Holdings After Transaction: Common Stock — 188,190 shares (Direct)

Footnotes (5)

1. F1. 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. F2. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
3. F3. 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. F4. 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. F5. 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.

Key Figures

Tax-withheld shares: 2,438 shares Reference price per share: $138.37 per share Post-transaction holdings: 188,190 shares +1 more

4 metrics

Tax-withheld shares 2,438 shares Aggregate shares withheld on September 20, 2025 to cover equity award tax liabilities

Reference price per share $138.37 per share Per-share amount used for all reported F-code tax-withholding dispositions

Post-transaction holdings 188,190 shares Direct CIENA CORP common stock position held by Rothenstein after the transactions

Tax-withholding transactions 5 Number of non-derivative F-code entries reported for tax-withholding dispositions

Key Terms

Restricted Stock Units (RSUs), Performance Stock Units (PSUs), tax liabilities

3 terms

Restricted Stock Units (RSUs) financial

"Represents shares withheld to cover payment of the tax liabilities related to RSU awards"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Performance Stock Units (PSUs) financial

"Shares reported include Restricted Stock Units (RSUs) and Performance Stock Units (PSUs)."

Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.

tax liabilities financial

"Represents shares withheld to cover payment of the tax liabilities of the reporting person"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CIEN executive David M. Rothenstein report in this Form 4?

David M. Rothenstein reported 2,438 CIENA CORP shares withheld to satisfy tax obligations linked to equity awards. These non-market dispositions occurred at $138.37 per share and reflect shares delivered for taxes rather than an open-market sale of stock.

How many CIEN shares were withheld for taxes in Rothenstein’s filing?

An aggregate 2,438 CIENA CORP common shares were withheld across five tax-withholding transactions. Each disposition relates to equity award agreements, with shares delivered back to the issuer to cover associated tax liabilities at a reference price of $138.37 per share.

At what price were CIEN shares valued for Rothenstein’s tax-withholding transactions?

All reported tax-withholding dispositions used a reference price of $138.37 per CIEN share. This per-share amount is applied across the five non-derivative F-code entries that cover the payment of Rothenstein’s tax liabilities from vested equity awards.

How many CIEN shares does Rothenstein hold after these transactions?

Following the reported tax-withholding dispositions, Rothenstein directly holds 188,190 CIENA CORP common shares. The reported position includes unvested Restricted Stock Units and Performance Stock Units, reflecting his remaining equity stake as of this Form 4.

Were Rothenstein’s CIEN transactions open-market sales of stock?

No. The filing describes tax-withholding dispositions under code F, meaning shares were withheld to pay tax liabilities tied to RSU and PSU awards. These are administrative equity-withholding events, not discretionary open-market purchases or sales of CIENA stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/23/2025 - 01:42 PM Learn about SEC filing dates

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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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^*

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.
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