CIEN insider report: Dino DiPerna withholds RSU shares to pay taxes

Rhea-AI Filing Summary

Dino DiPerna, SVP Global R&D at CIENA CORPORATION (CIEN), reported multiple share dispositions on 09/20/2025 related to tax withholding for vested restricted stock units. The Form 4 shows five withholding transactions totaling 2,125 shares (204, 444, 730, 428, 319) sold at a price of $138.37 per share to cover tax liabilities from prior RSU awards dated 10/27/2023, 12/13/2022, 12/12/2023, 12/17/2024 and 12/14/2021. The filings note unvested Restricted Stock Units and Performance Stock Units are included in the reported holdings.

Following the reported transactions, the filing discloses beneficial ownership counts shown after each disposition, with the lowest reported post-transaction beneficial ownership being 41,263 shares. The Form 4 was signed on behalf of Mr. DiPerna on 09/22/2025.

Positive

• Transparent disclosure of reasons for each disposition (tax-withholding tied to specific RSU awards dated 10/27/2023, 12/13/2022, 12/12/2023, 12/17/2024, 12/14/2021).
• Timely compliance with Section 16 reporting requirements, including signature and filing information.
• Clarifies holdings by stating that reported shares include unvested RSUs and PSUs, improving investor visibility into executive equity.

Negative

• Reduction in reported beneficial ownership following the transactions, with the lowest post-transaction holding reported as 41,263 shares.
• Insider dispositions (2,125 shares total) may be viewed negatively by some investors despite being tax-withholding, since they reduce the executives direct share count.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share sales by an executive; small absolute size relative to typical insider trades, neutral for valuation.

The report documents five share-withholding dispositions totaling 2,125 shares at $138.37 each to satisfy tax obligations on previously granted RSUs/PSUs. These are described as withholdings rather than discretionary open-market sales, and the filing notes the underlying awards were granted across multiple dates. The transactions reduced reported beneficial ownership to as low as 41,263 shares. From a financial-materiality perspective, the actions represent administrative settlements of compensation tax liabilities rather than new compensation grants or strategic liquidity events.

Corporate Governance Expert

TL;DR: Compliance-focused insider disclosure showing withholding for vested equity; governance process appears followed.

The Form 4 provides explicit explanations linking each disposition to tax-withholding on RSU awards and references the original award dates. The filing follows Section 16 reporting requirements and was signed by an authorized filer. The disclosure of unvested RSUs and PSUs in the beneficial ownership counts improves transparency about the executives remaining equity exposure and potential alignment with shareholders.

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^*

DiPerna Dino

(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 Global R&D

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		204(1)	D	$138.37	43,184(2)	D
Common Stock	09/20/2025		F		444(3)	D	$138.37	42,740(2)	D
Common Stock	09/20/2025		F		730(4)	D	$138.37	42,010(2)	D
Common Stock	09/20/2025		F		428(5)	D	$138.37	41,582(2)	D
Common Stock	09/20/2025		F		319(6)	D	$138.37	41,263(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 10/27/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 10/31/2023.

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 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 10/31/2023.

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 10/31/2023.

	By: Michelle Rankin For: Dino Diperna	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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FAQ

What did CIEN insider Dino DiPerna report on Form 4?

The filing reports five share dispositions on 09/20/2025 totaling 2,125 shares withheld to cover tax liabilities related to previously granted RSUs/PSUs.

At what price were the CIEN shares disposed of in the Form 4?

All reported dispositions show a sale price of $138.37 per share.

How many shares did Dino DiPerna own after the reported transactions?

The Form 4 lists post-transaction beneficial ownership counts after each disposition, with the lowest reported figure being 41,263 shares.

Were the share sales discretionary or for another purpose in the CIEN filing?

The dispositions are described as shares withheld to cover tax liabilities arising from RSU award agreements, not described as open-market discretionary sales.

Which RSU award dates are tied to the tax-withholding reported on CIEN Form 4?

The explanations reference RSU award agreements dated 10/27/2023, 12/13/2022, 12/12/2023, 12/17/2024, and 12/14/2021.