CIEN Insider Filing: Cumello Withholds Shares for RSU Taxes at $138.37

Rhea-AI Filing Summary

Joseph Cumello, Senior Vice President and General Manager, Blue Planet at Ciena Corporation (CIEN), reported insider dispositions on 09/20/2025. The Form 4 shows five dispositions coded "F" (tax-withholding related) of common stock at $138.37 per share: 441, 182, 582, 331, and 268 shares. The explanatory notes state these were shares withheld to satisfy tax liabilities arising from previously granted restricted stock unit (RSU) awards and that reported holdings include unvested RSUs and performance stock units (PSUs). Following the transactions, the filing shows beneficial ownership figures in the range of 45,394 to 46,757 shares, reported as direct holdings.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share dispositions by an officer; not a governance red flag.

The Form 4 discloses five small dispositions executed pursuant to tax-withholding related to RSU awards. All transactions are coded as "F," which the filing explains as shares withheld to cover tax liabilities from previously reported equity awards. The filing also clarifies that holdings include unvested RSUs and PSUs. For governance review, these are standard administrative actions tied to compensation and do not indicate a change in control, related-party transaction, or departure of management.

Securities Analyst

TL;DR: Small-scale disposals at $138.37 reflect tax withholding; immaterial to company valuation given holding sizes.

The reported disposals are modest in size (hundreds of shares per lot) and executed at an explicit price of $138.37 per share. The filing discloses post-transaction beneficial ownership levels around 45k–47k shares and notes inclusion of unvested RSUs/PSUs. From an investor-impact perspective, these transactions appear administrative rather than signaling material insider selling pressure.

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^*

Cumello Joseph

(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, General Mgr. Blue Planet

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		441(1)	D	$138.37	46,757(2)	D
Common Stock	09/20/2025		F		182(3)	D	$138.37	46,575(2)	D
Common Stock	09/20/2025		F		582(4)	D	$138.37	45,993(2)	D
Common Stock	09/20/2025		F		331(5)	D	$138.37	45,662(2)	D
Common Stock	09/20/2025		F		268(6)	D	$138.37	45,394(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: Joseph Cumello	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).
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FAQ

What transactions did Joseph Cumello report on the CIEN Form 4?

The report discloses five dispositions on 09/20/2025 coded as "F" (tax-withholding), of 441, 182, 582, 331, and 268 shares of Ciena common stock at $138.37 per share.

Why were shares disposed of according to the Form 4?

The explanatory notes state the shares were withheld to cover payment of tax liabilities related to previously granted restricted stock unit (RSU) awards.

How many Ciena shares does the filing show Joseph Cumello beneficially owned after the transactions?

The Form 4 lists beneficial ownership figures in the range of 45,394 to 46,757 shares, and indicates those totals include unvested RSUs and PSUs.

What price were the reported shares sold at in the transactions?

All five dispositions are reported at a price of $138.37 per share.

Do these Form 4 transactions reflect new RSU grants?

No. The filing states the RSU acquisitions were previously reported (dates and prior Form filings are cited) and these dispositions represent tax-withholding related to those awards.