Ciena SVP has 1,804 shares withheld for RSU taxes

Joseph Cumello, SVP and General Manager of Blue Planet at Ciena, reported tax-withholding dispositions of 1,804 shares of common stock on September 20, 2025 at $138.37 per share to cover RSU-related tax liabilities.

Rhea-AI Filing Summary

Joseph Cumello, SVP and General Manager of Blue Planet at Ciena, reported tax-withholding dispositions of 1,804 shares of common stock on September 20, 2025 at $138.37 per share to cover RSU-related tax liabilities. Footnotes explain these withheld shares relate to RSU award agreements dated 12/14/2021, 12/13/2022, 2/1/2023, 12/12/2023, and 12/17/2024. After these transactions he directly holds 45,394 Ciena common shares, and reported holdings include unvested RSUs and PSUs.

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.

Insider Trade Summary

Exercise Price or Tax Liability: 1,804 shares

Exercise Price or Tax Liability 5 txns

Insider Cumello Joseph

Role SVP, General Mgr. Blue Planet

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	441	$138.37	$61K
Exercise Price or Tax Liability	Common Stock	182	$138.37	$25K
Exercise Price or Tax Liability	Common Stock	582	$138.37	$81K
Exercise Price or Tax Liability	Common Stock	331	$138.37	$46K
Exercise Price or Tax Liability	Common Stock	268	$138.37	$37K

Holdings After Transaction: Common Stock — 45,394 shares (Direct)

Footnotes (6)

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 3 filed on 2/3/2023.
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 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. 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 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023.
5. 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 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.
6. F6. 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.

Key Figures

Tax-withheld shares: 1,804 shares Tax-withholding price per share: $138.37 per share Post-transaction holdings: 45,394 shares

3 metrics

Tax-withheld shares 1,804 shares Common Stock withheld to cover tax liabilities related to RSU awards on 2025-09-20

Tax-withholding price per share $138.37 per share Reference price used for each Common Stock tax-withholding disposition on 2025-09-20

Post-transaction holdings 45,394 shares Common Stock directly held by Joseph Cumello after the 2025-09-20 tax-withholding transactions

Key Terms

Restricted Stock Units (RSUs), Performance Stock Units (PSUs), tax-withholding disposition, Form 4

4 terms

Restricted Stock Units (RSUs) financial

"Represents shares withheld to cover payment of the tax liabilities related to a restricted stock unit (RSU) award agreement"

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 unvested 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-withholding disposition financial

"transaction_action "tax-withholding disposition" describes code F events in the filing."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 financial

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

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transaction did CIEN executive Joseph Cumello report?

Joseph Cumello reported a tax-withholding disposition of 1,804 CIEN common shares on September 20, 2025. The shares were withheld by Ciena to pay tax liabilities arising from the vesting of multiple restricted stock unit (RSU) awards.

How many CIEN shares were withheld for taxes in Cumello’s Form 4?

The filing shows 1,804 CIEN common shares withheld to cover Cumello’s tax liabilities on vested RSUs. These shares were delivered to the issuer rather than sold in the market, all at a reference price of $138.37 per share.

What price per share was used for Cumello’s CIEN tax-withholding transactions?

Each tax-withholding disposition used a price of $138.37 per CIEN share. This per-share value applies across the five reported Common Stock withholding entries, which together total 1,804 shares delivered to Ciena to satisfy RSU-related tax obligations.

How many CIEN shares does Cumello hold after these transactions?

After the September 20, 2025 tax-withholding transactions, Cumello directly holds 45,394 CIEN common shares. Footnotes indicate that the shares reported in his position include unvested RSUs and PSUs in addition to already vested stock.

Do Cumello’s reported CIEN holdings include unvested RSUs and PSUs?

Yes. A footnote states that Cumello’s reported CIEN share count includes unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). This means his 45,394-share position reflects both vested stock and certain unvested equity awards.

Were Cumello’s CIEN transactions market sales or tax withholding events?

The transactions are coded "F", described as payment of tax liability by delivering securities. They represent tax-withholding dispositions of CIEN shares to the issuer, not open-market sales or purchases.

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

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Accepted by SEC EDGAR 09/23/2025 - 02:19 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
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^*

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.
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