Ciena SVP files Form 4: routine 1.7k-share tax withholding at $74.53

Rhea-AI Filing Summary

Ciena Corporation (CIEN) – Form 4 insider filing

Senior Vice President & Chief Strategy Officer David M. Rothenstein reported a series of five transactions on 20 June 2025 involving a total of 1,742 shares of Ciena common stock at the reference price of $74.53. All transactions were coded “F,” indicating that the shares were withheld by the company to satisfy payroll-tax obligations arising from previously granted restricted-stock-unit (RSU) awards dated between 2021 and 2024. No open-market sales or purchases were made.

Following the tax-withholding events, the executive’s direct beneficial ownership declined from roughly 199,870 shares to 198,128 shares, a reduction of 0.9 %. The holding figure continues to include unvested RSUs and performance stock units (PSUs), signalling that the executive retains a sizable equity stake aligned with shareholders’ interests.

Because the disposition was administrative and represents less than 1 % of the insider’s holdings, the market impact is likely immaterial. The filing does, however, confirm ongoing vesting of equity awards and the executive’s continued role with the company.

Positive

• Continued vesting of RSU grants indicates the executive remains in good standing and aligned with long-term shareholder interests.
• Significant residual stake of 198,128 shares after the withholding event underscores ongoing equity commitment by senior management.

Negative

• Minor dilution of insider ownership (-0.9 %) due to tax withholding, though immaterial to control or sentiment.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; negligible ownership change; neutral impact.

The Form 4 shows 1,742 shares withheld by Ciena for payroll taxes tied to RSU vesting. At ~0.9 % of Mr. Rothenstein’s stake and <$0.15 million value, the transaction does not reflect directional sentiment. No open-market activity, no change in incentive alignment, and no implications for operations or guidance. Investors can view this as administrative housekeeping rather than a signal.

Corporate Governance Expert

TL;DR: Compliance filing confirms equity-based pay continuity; impact is neutral.

The disclosure demonstrates proper Section 16 compliance and highlights Ciena’s use of RSU awards across multiple grant years. Tax-withholding via share surrender is standard practice that avoids insider trading windows. The remaining 198,128-share position maintains robust alignment with shareholder value creation. No governance red flags arise; overall, a non-impactful event.

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)
06/20/2025

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	06/20/2025		F		460(1)	D	$74.53	199,410(2)	D
Common Stock	06/20/2025		F		138(1)	D	$74.53	199,272(2)	D
Common Stock	06/20/2025		F		550(3)	D	$74.53	198,722(2)	D
Common Stock	06/20/2025		F		296(4)	D	$74.53	198,426(2)	D
Common Stock	06/20/2025		F		298(5)	D	$74.53	198,128(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	06/23/2025
	** 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

How many CIEN shares did David M. Rothenstein dispose of on 20 June 2025?

A total of 1,742 shares were surrendered to cover payroll taxes.

Was the transaction an open-market sale?

No. The Form 4 code “F” shows shares were withheld by Ciena for tax obligations, not sold on the market.

What is the executive’s remaining ownership after the transaction?

Mr. Rothenstein directly owns 198,128 CIEN shares, including unvested RSUs and PSUs.

Does the filing signal positive or negative insider sentiment toward CIEN stock?

The event is administrative; it neither signals bullish nor bearish sentiment.

What was the reported share price used for withholding?

The shares were valued at $74.53 per share for tax-withholding purposes.