Ciena Form 4: CEO trims stake, still holds 348k shares

Rhea-AI Filing Summary

Form 4 snapshot: On 06/16/2025, Ciena Corporation (CIEN) President & CEO Gary B. Smith disclosed the sale of 6,800 common shares.

The shares were disposed at a weighted-average price of $74.185 (individual trades ranged $72.905-$74.86). The transaction was executed under a Rule 10b5-1 trading plan adopted 09/11/2024, signalling it was pre-arranged and not necessarily tied to current company-specific news.

Following the sale, Smith’s beneficial ownership stands at 348,480 shares, which includes unvested RSUs and PSUs and represents an estimated 2 % reduction of his previously reported direct holdings. No derivative security transactions were reported in Table II.

Because the divestiture is small relative to the CEO’s remaining stake and is covered by a 10b5-1 plan, the filing is likely to be viewed as routine portfolio management. Nevertheless, investors often monitor any insider activity—especially by the chief executive—for sentiment cues. No other material corporate events, earnings figures, or additional insider trades were disclosed in this filing.

Positive

• Transaction executed under a pre-arranged Rule 10b5-1 plan, lowering concerns about opportunistic trading.
• CEO retains 348,480 shares, indicating continued alignment with shareholder interests.

Negative

• Insider sale by the CEO—even if modest—can be viewed as a bearish sentiment signal.
• Reduction of direct holdings may prompt scrutiny if similar sales persist.

Insights

Financial Analyst

TL;DR: Modest, pre-planned CEO sale; overall neutral for CIEN shares.

The 6,800-share sale equates to roughly 2 % of Smith’s reported holdings. Executed under a Rule 10b5-1 plan, the move appears administrative rather than opportunistic. The CEO still owns about 348 k shares, preserving meaningful alignment with shareholders. Given CIEN’s 146 m outstanding shares, the disposal is immaterial to float and unlikely to influence valuation multiples or near-term trading dynamics. I classify the impact as neutral.

Corporate Governance Specialist

TL;DR: Insider sale by top executive is a mild negative governance signal.

Even modest insider selling by a CEO can raise perception issues, particularly ahead of earnings or strategic announcements. While the 10b5-1 plan mitigates concerns of information asymmetry, repeated or larger sales could erode investor confidence. I see a slight negative tilt in sentiment, though the single, small transaction limits practical impact.

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).

X

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^*

SMITH GARY B

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S		6,800(1)	D	$74.185(2)	348,480(3)	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. Sales were effected pursuant to Rule 10b5-1 trading plan dated 09/11/2024.

2. Reflects the weighted average sales price with transactions in a range of sales from $72.905 to $74.86. Upon request by the SEC, full information regarding the number of shares sold at each separate sales price will be provided.

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

	By: Michelle Rankin For: Gary B Smith	06/18/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many CIEN shares did CEO Gary Smith sell?

6,800 common shares were sold on 06/16/2025.

At what price were the CIEN shares sold?

The weighted-average price was $74.185, with trades between $72.905 and $74.86.

Does the CEO still hold a significant stake in CIEN?

Yes. Post-sale, Smith owns 348,480 shares, including unvested RSUs and PSUs.

Was the sale part of a 10b5-1 plan?

Yes, the filing states the sale was under a Rule 10b5-1 plan dated 09/11/2024.

Were any derivative securities exercised or sold?

No derivative security activity was reported in Table II of the Form 4.

What is the overall investor impact of this Form 4?

Given the small size and pre-planned nature, the impact is viewed as neutral to mildly negative.