Ciena (CIEN) Form 4: CFO Awarded 118,312 Restricted Stock Units

Rhea-AI Filing Summary

Form 4 filing: Ciena Corporation (CIEN) granted SVP & CFO Marc D. Graff 118,312 restricted stock units (RSUs) on 08/01/2025 at a cost basis of $0. The award raises his directly held beneficial ownership to 118,312 CIEN shares, all currently unvested.

The RSUs vest 25 % on 08/01/2026; the remaining 75 % vest in equal 6.25 % quarterly tranches each Nov-1, Feb-1, May-1 and Aug-1 until full vesting in 2029. No derivative transactions were reported. At CIEN’s ~147 m shares outstanding, the grant equates to roughly 0.08 % potential dilution and is a routine retention incentive rather than a market-moving event.

Positive

• Enhanced management alignment: RSU grant ties CFO compensation to long-term share performance.
• Minimal dilution risk: 118k shares represent only ~0.08 % of outstanding equity.

Negative

• No open-market purchase: Grant does not reflect CFO’s valuation conviction; purely compensatory.
• Extended vesting horizon: Benefits to shareholders materialize slowly over four years.

Insights

Financial Analyst

TL;DR: Routine CFO RSU grant; aligns incentives, negligible dilution, neutral market impact.

The 118k-share RSU award to CFO Marc Graff follows standard executive compensation cadence and reinforces management-shareholder alignment. Vesting structure encourages long-term performance, but the position is immaterial to CIEN’s float, hence limited EPS or ownership impact. No open-market buying/selling was disclosed, so the filing does not signal insider sentiment on valuation. Overall, the event is administratively important yet financially non-material for investors.

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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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^*

Graff Marc D.

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		A		118,312(1)	A	$0	118,312(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. Reflects Restricted Stock Units (RSUs) that vest over four years, with one-quarter of the grant amount vesting on August 1, 2026, and thereafter with one-sixteenth of the grant amount vesting on November 1, February 1, May 1, and August 1 of each succeeding year.

2. Shares reported include unvested Restricted Stock Units (RSUs).

	By: Michelle Rankin For: Marc D. Graff	08/05/2025
	** 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 were granted to the CFO?

Marc D. Graff received 118,312 restricted stock units.

When do the RSUs vest for CIEN’s CFO?

25 % on 08/01/2026 and 6.25 % quarterly until full vesting in 2029.

Did the CFO buy or sell any CIEN shares on the open market?

No. The filing shows a compensatory RSU grant, not market transactions.

What percentage of CIEN’s shares does this grant represent?

Approximately 0.08 % of the company’s ~147 million shares outstanding.

Does this Form 4 indicate insider sentiment about CIEN’s valuation?

Not necessarily; RSU grants are routine and do not involve cash purchases.