Ciena General Counsel's Stock Sale Tied to RSU Tax Payments, Not Market Strategy

Rhea-AI Filing Summary

Ciena Corporation SVP and General Counsel Sheela Kosaraju reported multiple transactions related to tax withholding on restricted stock units (RSUs) on June 20, 2025. The transactions involved:

• Disposition of 1,921 total shares at a price of $74.53 per share through multiple withholding events
• Withholdings stemmed from RSU awards granted between December 2021 and December 2024
• Following these transactions, Kosaraju beneficially owns 90,077 shares, including unvested RSUs and Performance Stock Units (PSUs)

These transactions were standard tax withholding events related to the vesting of previously awarded RSUs, rather than open market sales. All dispositions were made under the code "F" indicating tax withholding transactions. The filing was submitted on behalf of Kosaraju by Michelle Rankin on June 23, 2025.

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^*

Kosaraju Sheela

(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 General Counsel

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		164(1)	D	$74.53	91,834(2)	D
Common Stock	06/20/2025		F		728(3)	D	$74.53	91,106(2)	D
Common Stock	06/20/2025		F		578(4)	D	$74.53	90,528(2)	D
Common Stock	06/20/2025		F		345(5)	D	$74.53	90,183(2)	D
Common Stock	06/20/2025		F		106(6)	D	$74.53	90,077(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: Sheela Kosaraju	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 SVP Sheela Kosaraju dispose of on June 20, 2025?

On June 20, 2025, Sheela Kosaraju disposed of a total of 1,921 shares through multiple transactions: 164 shares, 728 shares, 578 shares, 345 shares, and 106 shares. All shares were withheld at a price of $74.53 per share to cover tax liabilities related to various RSU award agreements.

What is Sheela Kosaraju's current position at CIEN and how many shares does she own after the transactions?

Sheela Kosaraju serves as SVP and General Counsel at Ciena Corporation. Following the reported transactions on June 20, 2025, she beneficially owns 90,077 shares, which includes unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).

What was the purpose of CIEN's share disposals in this Form 4 filing?

The share disposals were for tax withholding purposes, specifically to cover payment of tax liabilities related to various restricted stock unit (RSU) award agreements granted between 2021 and 2024. The shares were withheld at a price of $74.53 per share.

What RSU grant dates were involved in CIEN's June 20, 2025 share withholding?

The share withholding involved RSU awards granted on multiple dates: December 14, 2021; December 13, 2022; February 1, 2023; December 12, 2023; and December 17, 2024. Each grant resulted in separate tax liability-related share withholdings.