Ciena SVP Rothenstein executes 10b5-1 sale; retains 193,128 shares

Rhea-AI Filing Summary

David M. Rothenstein, SVP and Chief Strategy Officer of Ciena Corporation (CIEN), sold 2,500 shares of Ciena common stock on 08/15/2025 pursuant to a Rule 10b5-1 trading plan dated 12/23/2024. The weighted average sale price reported is $90.5983, with individual trades ranging from $89.75 to $91.65. After the sale, Rothenstein beneficially owns 193,128 shares, a total that explicitly includes unvested Restricted Stock Units and Performance Stock Units.

Positive

• Sale conducted under a Rule 10b5-1 trading plan, indicating the transaction was prearranged and procedurally compliant.
• Significant residual ownership—193,128 shares remain beneficially owned after the sale, including unvested RSUs and PSUs.

Negative

• Insider sale of 2,500 shares was executed, which may be noted by investors monitoring insider selling activity.

Insights

Financial Analyst

TL;DR: Insider executed a planned sale of a small portion of holdings under a 10b5-1 plan; substantial aggregate ownership remains.

The transaction is a routine, prearranged disposition under a 10b5-1 plan, indicating planned liquidity rather than an ad hoc sale. The 2,500-share disposal at a weighted average of $90.5983 represents a small fraction of the reported 193,128 shares held after the sale. No derivative activity or amendment is reported. This is immaterial to company fundamentals but is relevant for insider activity tracking.

Corporate Governance Expert

TL;DR: Sale follows a documented trading plan, which supports procedural compliance though it registers insider selling activity.

The filing discloses compliance with Rule 10b5-1 via a trading plan dated 12/23/2024, and the explanatory footnote offers the sales price range. The form is complete for a Form 4 reporting a non-derivative sale and notes beneficial ownership includes unvested RSUs/PSUs. This filing raises no governance red flags based on provided information.

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^*

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)
08/15/2025

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	08/15/2025		S		2,500(1)	D	$90.5983(2)	193,128(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 affected pursuant to Rule 10b5-1 trading plan dated 12/23/2024.

2. Reflects the weighted average sales price with transactions in a range of sales from $89.7500 to $91.6500. 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: David M Rothenstein	08/18/2025
	** 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

What shares did David M. Rothenstein sell in the Form 4 for CIEN?

He sold 2,500 shares of Ciena common stock on 08/15/2025.

At what price were the CIEN shares sold according to the Form 4?

The filing reports a weighted average sale price of $90.5983, with individual sales ranging from $89.75 to $91.65.

Was the sale by the CIEN insider part of a trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan dated 12/23/2024.

How many CIEN shares does Rothenstein beneficially own after the reported sale?

He beneficially owns 193,128 shares following the transaction; this total includes unvested RSUs and PSUs.

Does the Form 4 report any derivative transactions or other changes?

No. The filing shows only a non-derivative sale of common stock and no derivative securities reported.