Ciena Corp SEC Filings

Ciena Corporation announced it has entered into a definitive agreement to acquire privately-held Nubis Communications, Inc., a company that specializes in high-performance, ultra-compact, low-power optical and electrical interconnects designed to support artificial intelligence (AI) workloads. The press release states the transaction is expected to close during Ciena's fiscal fourth quarter 2025 and is subject to customary closing conditions. The filing includes standard forward-looking statement language cautioning that the acquisition may not close as expected, integration may present challenges, and actual results could differ materially from current expectations. A copy of the press release is attached as Exhibit 99.1.

David M. Rothenstein, SVP and Chief Strategy Officer of Ciena Corporation (CIEN), reported a sale of 2,500 shares of common stock on 09/15/2025 at a price of $132 per share. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan dated 12/23/2024, indicating the transaction was prearranged. Following the reported sale, Rothenstein beneficially owns 190,628 shares; the filing clarifies that this total includes unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The Form 4 is a routine insider report disclosing a planned disposition of shares and the reporting officer’s aggregate holdings.

Gage Brodie, serving as SVP Global Products & Supply at Ciena Corporation (CIEN), reported a planned sale of 350 shares of Ciena common stock on 09/15/2025 at a price of $132 per share. The filing states the sale was executed under a Rule 10b5-1 trading plan dated 09/06/2025. After the reported disposition, Brodie beneficially owns 42,918 shares, a figure that the filing specifies includes unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The form was filed by one reporting person and was signed on behalf of Brodie by Michelle Rankin.

Insider sale reported by CIEN director and CEO Gary B. Smith. The Form 4 shows that on 09/15/2025 Mr. Smith sold 6,800 shares of CIENA common stock under a Rule 10b5-1 trading plan dated 09/11/2024 at a weighted average price of $136.2026, with individual trade prices ranging from $131.6550 to $138.2200.

Following the reported sale, Mr. Smith beneficially owns 298,357 shares, a total that explicitly includes unvested Restricted Stock Units and Performance Stock Units. The filing was signed on 09/16/2025 and states that full per-trade sale details will be provided to the SEC upon request.

Form 144 notice for CIENA CORP (CIEN) discloses a proposed sale of 2,500 common shares through Morgan Stanley Smith Barney on the NYSE with an aggregate market value of $328,200. The shares were originally acquired as Restricted Stock Units on 12/20/2022. The filing also reports three prior 10b5-1 plan sales by the same person (David Rothenstein) of 2,500 shares each on 06/16/2025, 07/15/2025, and 08/15/2025, generating gross proceeds of $185,328.25, $205,524.50, and $226,495.75 respectively (totaling $617,348.50). The issuer's shares outstanding are listed as 141,055,908. The filer certifies no undisclosed material adverse information and references reliance on a 10b5-1 trading plan where applicable.

CIENA Corp (CIEN) Form 144 summary: An individual (Brodie Gage) filed a notice to sell 350 restricted shares of CIENA common stock, with an aggregate market value of $46,200, scheduled approximately for 09/15/2025 on the NYSE. The shares were acquired from the issuer as restricted stock on 06/20/2024. The filing reports three recent sales by the same person in the past three months: 350 shares on 08/15/2025 for $31,829; 350 shares on 07/15/2025 for $28,899.50; and 350 shares on 06/16/2025 for $25,410, totaling 1,050 shares recently sold. Outstanding shares are listed as 141,055,908, making the current proposed sale a very small fraction of the company’s outstanding common stock.

Ciena reported strong third-quarter fiscal 2025 growth, with revenue of $1.2 billion, up 29.4% from $942.3 million a year earlier, and revenue for the first nine months up 18.2% to $3.4+ billion. Demand from cloud providers and large communications service providers drove order growth and backlog, with U.S. revenue of $882.8 million in the quarter and U.S. nine-month revenue of $2.4 billion. Research and development spending totaled $619.4 million in the first nine months, representing 18.1% of revenue. The company refinanced its $1.16 billion term loan and maintains $400.0 million of 4.00% senior notes due 2030. A $1.0 billion stock repurchase authorization was approved; Ciena repurchased about 3.3 million shares for $245.2 million during the first nine months and an additional 286,619 shares for $26.4 million through Aug 29, 2025. Subsequent actions include ceasing investment in 25G PON, an expected $89.1 million non-cash R&D abandonment charge, and a fiscal 2025 restructuring with approximately 4% workforce reduction and $20.0 million of restructuring costs anticipated in Q4.

Gary B. Smith, President and CEO of Ciena Corporation and a company director, reported an insider sale on Form 4. On 09/02/2025 he disposed of 6,800 shares of CIEN common stock at a weighted average price of $92.9345, under a Rule 10b5-1 trading plan dated 09/11/2024. The sale price range reported was $90.61 to $93.60 and the filer noted full per-price details will be provided upon SEC request.

Following the reported transaction Mr. Smith beneficially owned 305,157 shares, which the filing states include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The Form 4 was signed on behalf of Mr. Smith on 09/03/2025.