Ciena (CIEN) SVP Reports Routine RSU Tax Withholding in Form 4

Rhea-AI Filing Summary

Ciena Corporation (CIEN) – Form 4 insider filing

On 23 June 2025, Ciena disclosed that Joseph Cumello, Senior Vice President & General Manager of Blue Planet, settled tax obligations related to five separate Restricted Stock Unit (RSU) vestings on 20 June 2025. Transaction code “F” indicates shares were withheld by the issuer, not sold on the open market.

• Total shares withheld: 1,625 common shares (366 + 179 + 572 + 326 + 182) at a value reference price of $74.53 per share.
• Post-withholding beneficial ownership: 49,242 common shares, including unvested RSUs and PSUs.
• All withholdings relate to previously reported RSU grants dated 12/13/2022, 2/1/2023, 12/12/2023, 12/17/2024 and 12/14/2021.

The activity is routine, non-open-market, and solely for tax-payment purposes; therefore, it is typically considered neutral from a valuation standpoint.

Insights

Corporate Governance Analyst

TL;DR: Routine tax-withholding insider filing; no strategic signal, neutral impact.

The F-code Form 4 reflects issuer-withheld shares to satisfy Cumello’s tax liabilities upon RSU vesting—standard practice across U.S. public companies. No discretionary selling or option exercise occurred, and Cumello retains a sizeable 49,242-share stake, preserving alignment with shareholders. Because the transactions do not reflect a change in sentiment, liquidity, or corporate outlook, they are unlikely to influence CIEN’s valuation or governance risk profile. Investors typically view such filings as administrative rather than directional.

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^*

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)
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		366(1)	D	$74.53	50,501(2)	D
Common Stock	06/20/2025		F		179(3)	D	$74.53	50,322(2)	D
Common Stock	06/20/2025		F		572(4)	D	$74.53	49,750(2)	D
Common Stock	06/20/2025		F		326(5)	D	$74.53	49,424(2)	D
Common Stock	06/20/2025		F		182(6)	D	$74.53	49,242(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	06/23/2025
	** 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).
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FAQ

How many CIEN shares did Joseph Cumello dispose of on 20 June 2025?

A total of 1,625 shares were withheld by the issuer to cover tax obligations.

What was the transaction price reported in the Form 4 for CIEN?

Each withholding entry references a price of $74.53 per share.

How many CIEN shares does Cumello own after the reported transactions?

Following the withholdings, Cumello’s beneficial ownership stands at 49,242 shares (including unvested RSUs/PSUs).

Was the transaction an open-market sale of CIEN stock?

No. The code F indicates shares were withheld by Ciena solely to pay taxes on RSU vesting.

Does this Form 4 signal a change in insider sentiment toward CIEN?

The filing appears routine and does not indicate a discretionary sale or change in outlook.