[8-K] CIENA CORP Reports Material Event

Rhea-AI Filing Summary

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.

Insights

M&A Specialist

TL;DR: Ciena announced a definitive agreement to buy Nubis, a niche AI interconnects provider; closing is expected in fiscal Q4 2025 and is conditional.

This filing confirms a material transaction targeting AI-focused optical and electrical interconnect technology. The announcement is concise and includes customary caveats about closing risks and integration challenges. From an M&A execution perspective, key near-term items for investors are confirmation of closing timing, transaction consideration and structure, and integration planning; none of those details are provided in the current filing. Impact depends on deal terms and integration outcomes, which are not disclosed here.

Technology Industry Analyst

TL;DR: The deal targets AI workload interconnects, aligning with industry demand for compact, low-power optics; material details are missing.

The target's described focus—high-performance, ultra-compact, low-power interconnects for AI workloads—fits current industry trends toward power-efficient, high-bandwidth data center connectivity. The filing provides no financial terms, product roadmaps, or customer overlap metrics, so assessing strategic or financial impact is not possible from this disclosure alone. The transaction's completion and successful technology integration will determine materiality.

0000936395false00009363952025-09-222025-09-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 22, 2025

Ciena Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36250

Delaware

(State or other jurisdiction of incorporation)

7035 Ridge Road, Hanover, MD

(Address of principal executive offices)

23-2725311

(IRS Employer Identification No.)

21076

(Zip Code)

Registrant's telephone number, including area code: (410) 694-5700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value			CIEN			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 – OTHER EVENTS

On September 22, 2025, Ciena Corporation ("Ciena") issued a press release announcing that it has entered into a definitive agreement to acquire privately-held Nubis Communications, Inc., which specializes in high-performance, ultra-compact, low-power optical and electrical interconnects tailored to support artificial intelligence (AI) workloads. The transaction is expected to close during Ciena’s fiscal fourth quarter 2025 and is subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

This Current Report on Form 8-K contains forward-looking statements that are based on management’s current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied in the forward-looking statements because of risks and uncertainties, including the risks that the acquisition may not close when expected, or at all, that problems may arise in successfully integrating the acquired business, that the acquisition may fail to achieve its expected benefits, and those risks and uncertainties detailed in Ciena’s most recent annual and quarterly reports filed with the Securities and Exchange Commission. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies, and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," and "will," and similar words and expressions. Ciena assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number			Description of Document
99.1			Text of Press Release dated September 22, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Ciena Corporation
Date: September 22, 2025			By:			/s/ Sheela Kosaraju
						Sheela Kosaraju
						Senior Vice President, General Counsel and Assistant Secretary