cien-20260903 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 3, 2026 Ciena Corp oration (Exact name of registrant as specified in its charter) Commission File Number: 001-36250 Delaware (State or other jurisdiction of incorporation) 8150 Maple Lawn Boulevard, Suite 300 , Fulton, 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 2.02 Results of Operations and Financial Condition. On September 3, 2026, Ciena Corporation ("Ciena") issued a press release announcing its financial results for its fiscal third quarter ended August 1, 2026. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this "Report"). As discussed in the press release, Ciena will be hosting an investor call to discuss its results of operations for its fiscal third quarter ended August 1, 2026. In conjunction with the issuance of this press release, Ciena posted to the quarterly results page of the "Investors" section of www.ciena.com an accompanying investor presentation. The investor presentation is furnished as Exhibit 99.2 to this Report. The information in Exhibits 99.1 and 99.2, as well as Item 2.02 of this Report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. Investors are encouraged to review the “Investors” page of our website at www.ciena.com because, as with the other disclosure channels that we use, from time to time we may post material information exclusively on that site. Item 9.01 Financial Statements and Exhibits. Exhibit Number Description of Document 99.1 Text of Press Release dated September 3, 2026, issued by Ciena Corporation, reporting its results of operations for its fiscal third quarter ended August 1, 2026. 99.2 I nvestor Presentation for Ciena Corporation's fiscal th ird quarter ended A u gust 1 , 2026. 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 3, 2026 By: /s/ Sheela Kosaraju Sheela Kosaraju Executive Vice President and Chief Legal Officer EX-99.1 2 ex9912026q3earningspressre.htm EX-99.1 Document FOR IMMEDIATE RELEASE Ciena Reports Fiscal Third Quarter 2026 Financial Results Summary • Fiscal third quarter 2026 revenue was $1.67 billion, up 37% year-over-year • Fiscal third quarter 2026 adjusted Earnings Per Share (EPS) was $2.11, an increase of 215% compared to fiscal third quarter 2025 • Providing revenue guidance for fiscal fourth quarter 2026 of $1.75 billion plus or minus $50 million • Raising revenue guidance for fiscal year 2026 to $6.42 billion plus or minus $50 million, a 35% increase year-over-year at the midpoint FULTON, Md. - September 3, 2026 - Ciena ® Corporation (NYSE: CIEN) today announced financial results for its fiscal third quarter ended August 1, 2026. "Today’s outstanding financial performance demonstrates Ciena’s leadership in providing industry-leading, high-speed connectivity solutions as AI continues to drive compounding waves of network investment,” said Gary Smith, president and CEO, Ciena. “As the only pure-play optical systems and interconnects provider, Ciena’s unmatched combination of incumbency, technology innovation, and deep expertise gives us a powerful competitive edge." "Our record fiscal third quarter results reflect Ciena’s ability to deliver increasingly profitable growth while positioning for future opportunities,” said Marc Graff, Ciena’s Chief Financial Officer. “Our expanding supply capacity, strengthening business fundamentals, and increasing operating leverage set the stage to continue to accelerate earnings and deliver long-term value for customers and shareholders.” Performance Summary for Fiscal Third Quarter Ended August 1, 2026 Revenue: • $1.67 billion in the fiscal third quarter 2026, compared to $1.22 billion in the fiscal third quarter 2025 Net Income per diluted share: • $1.83 GAAP and $2.11 adjusted (non-GAAP) for the fiscal third quarter 2026, compared to $0.35 and $0.67 for fiscal third quarter 2025, respectively The tables below (in millions, except percentage data) provide comparisons of certain quarterly results. Appendices A and B set forth reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release. 1 GAAP Results (unaudited) Non-GAAP Results (unaudited) Quarter Ended Period Quarter Ended Period August 1, August 2, Change August 1, August 2, Change 2026 2025 Y-T-Y* 2026 2025 Y-T-Y* Revenue $ 1,671.1  $ 1,219.4  37.0  % $ 1,671.1  $ 1,219.4  37.0  % Gross margin 45.4  % 41.3  % 4.1  % 46.4  % 41.9  % 4.5  % Operating expense $ 458.1  $ 429.5  6.6  % $ 400.0  $ 380.2  5.2  % Operating margin 18.0  % 6.1  % 11.9  % 22.5  % 10.7  % 11.8  % EBITDA $ 349.9  $ 109.2  220.4  % $ 411.1  $ 158.0  160.2  % * Denotes % change, or in the case of margin, absolute change Business Outlook Ciena expects fiscal fourth quarter 2026 to include: • Revenue of $1.75B billion plus or minus $50 million • Adjusted (non-GAAP) gross margin in the range of 45% plus or minus 50 bps • Adjusted (non-GAAP) operating expense in the range of $415 million plus or minus $10 million • Adjusted (non-GAAP) operating margin in the range of 20% plus or minus 50 bps Statements relating to business outlook are forward-looking in nature and actual results may differ materially. These statements should be read in the context of the "Key assumptions underlying our outlook" in our accompanying Earnings Presentation and each of the "Forward-Looking Statements" and "Reconciliation of Adjusted (Non- GAAP) Measurements" found in the Notes to Investors below. Financial Highlights for the Fiscal Third Quarter 2026 • Two customers represented 10%-plus of revenue for a total of 41.7% of revenue. • Average days' sales outstanding (DSOs) were 76. • Inventory turns were 3.5. • Repurchased approximately 0.4 million shares of common stock for an aggregate price of $171.7 million under the $1 billion share repurchase program. 2 Financial Performance by Segment Revenue by Segment (unaudited) Quarter Ended August 1, 2026 August 2, 2025 Revenue %** Revenue %** Networking Platforms Optical Networking $ 1,191.3  71.3  $ 815.5  66.9  Routing and Switching 164.4  9.8  125.9  10.3  Total Networking Platforms 1,355.7  81.1  941.4  77.2  Platform Software and Services 98.6  5.9  90.0  7.4  Blue Planet Automation Software and Services 23.2  1.4  27.8  2.3  Global Services Maintenance, Support, and Learning 89.8  5.4  80.7  6.6  Implementation 87.9  5.3  65.9  5.4  Advisory and Enablement 15.9  0.9  13.6  1.1  Total Global Services 193.6  11.6  160.2  13.1  Total $ 1,671.1  100.0  $ 1,219.4  100.0  ** Denotes % of total revenue Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Third Quarter 2026 Results Today, Thursday, September 3, 2026, in conjunction with this announcement, Ciena has posted to the Quarterly Results page of the Investor Relations section of its website certain related supporting materials for its unaudited fiscal third quarter 2026 results. Ciena's management will also host a discussion today with investors and financial analysts that will include the Company's outlook. The live audio web broadcast beginning at 8:30 a.m. Eastern will be accessible via www.ciena.com. An archived replay of the live broadcast will be available shortly following its conclusion on the Investor Relations page of Ciena's website. 3 Notes to Investors Forward-Looking Statements. You are encouraged to review the Investors section of our website, where we routinely post press releases, Securities and Exchange Commission ("SEC") filings, recent news, financial results, supplemental financial information, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward-looking statements in this release include the "Business Outlook" section of this press release and "Today’s outstanding financial performance demonstrates Ciena’s leadership in providing industry-leading, high-speed connectivity solutions as AI continues to drive compounding waves of network investment. As the only pure-play optical systems and interconnects provider, Ciena’s unmatched combination of incumbency, technology innovation, and deep expertise gives us a powerful competitive edge. Our record fiscal third quarter results reflect Ciena’s ability to deliver increasingly profitable growth while positioning for future opportunities. Our expanding supply capacity, strengthening business fundamentals, and increasing operating leverage set the stage to continue to accelerate earnings and deliver long-term value for customers and shareholders.” Ciena's actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena's business, including: the effect of broader economic and market conditions on our business and that of our customers, including their spending; the development and use of artificial intelligence and its impact on overall networking technology spending; our ability to execute our business and growth strategies; supply chain constraints or disruptions including increased costs and lead times; the introduction of new technologies by us or our competitors; the timing and size of customer orders, their delivery dates and our ability to fulfill and recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; changes in foreign currency exchange rates; factors beyond our control such as natural disasters, climate change, acts of war or terrorism, geopolitical tensions or events, and public health emergencies, epidemics, or pandemics; changes in tax or trade regulations, including the imposition of tariffs, duties or efforts to withdraw from or materially modify international trade agreements; cyberattacks, data breaches or other security incidents involving our enterprise network environment or our products; regulatory changes, litigation involving our intellectual property or government investigations; and the other risk factors disclosed in Ciena’s periodic reports filed with the Securities and Exchange Commis sion (SEC) including its Annual Report on Form 10-K filed with the SEC on December 12, 2025 and included in its Quarterly Report on Form 10-Q for the third quarter of fiscal 2026 to be filed with the SEC. Ciena assumes no obligation to update any forward-looking information included in this press release. 4 Non-GAAP Presentation of Quarterly and Annual Results. This release includes non-GAAP measures of Ciena's gross profit, operating expense, income from operations, earnings before interest, tax, depreciation and amortization (EBITDA), Adjusted EBITDA, and measures of net income and net income per share. In evaluating the operating performance of Ciena's business, management excludes certain charges and credits that are required by GAAP. These items share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena's control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena's GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena's non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena's results of operations in conjunction with our corresponding GAAP results. To the extent not previously disclosed in a prior Ciena financial results press release, Appendices A and B to this press release set forth a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release. With respect to Ciena’s expectations under “Business Outlook” above, Ciena is not able to provide a quantitative reconciliation of the adjusted (non-GAAP) gross margin, adjusted (non-GAAP) operating expense, and adjusted (non-GAAP) operating margin guidance measures to the corresponding gross margin, operating expense, and operating margin GAAP measures without unreasonable efforts. Ciena cannot provide meaningful estimates of the non-recurring charges and credits excluded from these non-GAAP measures due to the forward-looking nature of these estimates and their inherent variability and uncertainty. For the same reasons, Ciena is unable to address the probable significance of the unavailable information. About Ciena. Ciena is the global leader in high-speed connectivity. We build the world’s most advanced networks to support exponential growth in bandwidth demand. By harnessing the power of our networking systems, interconnects, automation software, and services, Ciena revolutionizes data transmission and network management. With unparalleled expertise and innovation, we empower our customers, partners, and communities to thrive in the AI era. For updates on Ciena, follow us on LinkedIn, X, the Ciena Insights blog, or visit www.ciena.com.   5 CIENA CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Quarter Ended Nine Months Ended August 1, August 2, August 1, August 2, 2026 2025 2026 2025 Revenue: Products $ 1,390,274  $ 976,801  $ 3,881,632  $ 2,730,167  Services 280,855  242,584  787,278  687,356  Total revenue 1,671,129  1,219,385  4,668,910  3,417,523  Cost of goods sold: Products 768,661  580,028  2,171,342  1,620,816  Services 143,203  136,278  421,229  368,969  Total cost of goods sold 911,864  716,306  2,592,571  1,989,785  Gross profit 759,265  503,079  2,076,339  1,427,738  Operating expenses: Research and development 236,673  211,898  696,036  619,429  Selling and marketing 153,969  148,724  452,875  424,911  General and administrative 62,844  60,596  183,308  171,450  Significant asset impairments and restructuring costs 887  1,770  3,190  5,262  Amortization of intangible assets 3,713  6,556  12,162  19,646  Acquisition and integration costs —  —  306  —  Total operating expenses 458,086  429,544  1,347,877  1,240,698  Income from operations 301,179  73,535  728,462  187,040  Interest and other income, net 22,388  15,090  49,456  34,539  Interest expense (5,803) (22,806) (47,979) (67,421) Loss on extinguishment and modification of debt (7,143) —  (7,143) (729) Income before income taxes 310,621  65,819  722,796  153,429  Provision for income taxes 44,203  15,511  87,875  49,580  Net income $ 266,418  $ 50,308  $ 634,921  $ 103,849  Net Income per Common Share Basic net income per common share $ 1.88  $ 0.35  $ 4.46  $ 0.73  Diluted net income per potential common share $ 1.83  $ 0.35  $ 4.34  $ 0.72  Weighted average basic common shares outstanding 142,061  141,846  142,229  142,437  Weighted average dilutive potential common shares outstanding 1 145,967  144,499  146,227  145,158  1 Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per potential common share includes the following number of shares underlying certain stock option and stock unit awards: (i) 3.9 million and 4.0 million for the third quarter and first nine months ended fiscal 2026, respectively; and (ii) 2.7 million for both the third quarter and first nine months ended fiscal 2025. 6 `CIENA CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited) August 1, November 1, 2026 2025 ASSETS Current assets: Cash and cash equivalents $ 2,445,708  $ 1,091,952  Short-term investments 184,293  216,148  Accounts receivable, net 1,233,610  975,856  Inventories, net 871,987  826,235  Prepaid expenses and other 527,014  455,316  Total current assets 5,262,612  3,565,507  Long-term investments 213,553  57,142  Equipment, building, furniture and fixtures, net 491,656  386,779  Operating lease right-of-use assets 45,667  38,613  Goodwill 513,340  521,204  Other intangible assets, net 188,824  224,210  Deferred tax asset, net 1,092,726  884,889  Other long-term assets 188,862  186,323  Total assets $ 7,997,240  $ 5,864,667  LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 654,070  $ 542,841  Accrued liabilities and other short-term obligations 508,149  531,081  Deferred revenue 211,453  208,936  Operating lease liabilities 12,261  13,956  Current portion of long-term debt —  11,580  Total current liabilities 1,385,933  1,308,394  Long-term deferred revenue 99,828  94,850  Other long-term obligations 186,265  175,426  Long-term operating lease liabilities 38,633  32,516  Long-term debt, net 3,229,843  1,524,158  Total liabilities 4,940,502  3,135,344  Stockholders’ equity: Preferred stock – par value $0.01; 20,000,000 shares authorized; zero shares issued and outstanding —  —  Common stock – par value $0.01; 290,000,000 shares authorized; 141,897,511 and 141,016,30