Ciena Corporation (CIEN) Q3 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Each earnings Form 8-K below furnishes an Exhibit 99.1 press release with condensed consolidated statements of operations, balance sheets and statements of cash flows (unaudited), plus GAAP to non-GAAP reconciliations. Fiscal quarters end on the Saturday nearest the end of January, April, July and October.

• Form 8-K filed September 3, 2026, accession 0001628280-26-060245: fiscal third quarter ended August 1, 2026. Statements of operations (quarter and nine months, with the prior-year comparatives), balance sheet at August 1, 2026 against November 1, 2025, and nine-month cash flows.
• Form 8-K filed June 4, 2026, accession 0001628280-26-040614: fiscal second quarter ended May 2, 2026. Statements of operations (quarter and six months), balance sheet, and six-month cash flows.
• Form 8-K filed March 5, 2026, accession 0001628280-26-015006: fiscal first quarter ended January 31, 2026. Statements of operations, balance sheet and quarter cash flows.
• Form 8-K filed December 11, 2025, accession 0001628280-25-056425: fiscal fourth quarter and year ended November 1, 2025. Statements of operations (quarter and year), balance sheet and full-year cash flows.
• Prior-year comparatives: Form 8-K filed September 4, 2025, accession 0000936395-25-000037 (third quarter, nine months ended August 2, 2025); Form 8-K filed June 5, 2025, accession 0000936395-25-000023 (second quarter, six months); Form 8-K filed March 11, 2025, accession 0000936395-25-000005 (first quarter).

Earnings and guidance

Revenue guidance for fiscal 2026 has been raised at each of the last three reports.

• September 3, 2026 (accession 0001628280-26-060245): Fiscal third quarter 2026 revenue was $1.67 billion, up 37% from $1.22 billion; GAAP diluted EPS was $1.83 against $0.35, and adjusted EPS was $2.11 against $0.67. GAAP operating margin was 18.0%, against 6.1% a year earlier. Ciena raised fiscal 2026 revenue guidance to $6.42 billion plus or minus $50 million and guided fiscal fourth quarter revenue to $1.75 billion plus or minus $50 million, with adjusted gross margin of 45% plus or minus 50 basis points and adjusted operating margin of 20% plus or minus 50 basis points. Two customers each exceeded 10% of revenue, together 41.7% of the quarter's revenue. The company repurchased about 0.4 million shares for $171.7 million in the quarter.
• June 4, 2026 (accession 0001628280-26-040614): Fiscal second quarter revenue was $1.57 billion, up 40%; adjusted EPS was $1.64. Fiscal 2026 revenue guidance was raised to $6.3 billion plus or minus $100 million, and third quarter revenue was guided to $1.625 billion plus or minus $50 million.
• March 5, 2026 (accession 0001628280-26-015006): Fiscal first quarter revenue was $1.43 billion, up 33%; adjusted EPS was $1.35. Fiscal 2026 revenue guidance was raised to a range of $5.9 billion to $6.3 billion, and second quarter revenue was guided to $1.5 billion plus or minus $50 million.
• December 11, 2025 (accession 0001628280-25-056425): Fiscal fourth quarter 2025 revenue was $1.35 billion, up 20%, and fiscal 2025 revenue was $4.77 billion, up 19%. Initial fiscal 2026 revenue guidance was $5.7 billion to $6.1 billion, with first quarter guidance of $1.35 billion to $1.43 billion.

Financing and capital structure

• June 8, 2026 (accession 0001193125-26-260665): Ciena announced a proposed private offering of $2.0 billion of convertible senior notes due 2031, together with a planned amendment to its credit agreement. Uses of proceeds stated were the net cost of convertible note hedges, up to $140 million of share repurchases, about $1.14 billion to repay its term loan, and general corporate purposes including investment in supply chain capacity.
• June 11, 2026 (accession 0001193125-26-267607): The offering closed. Ciena issued $2.875 billion of 0.00% convertible senior notes due September 15, 2031, including $375.0 million from the initial purchasers' full exercise of their option. The initial conversion price is approximately $746.66 per share (1.3393 shares per $1,000 of notes). Ciena also entered into convertible note hedges and sold warrants; the filing says the hedge and warrant transactions raise the effective conversion price to $1,000 per share, and the warrants cover the same number of shares underlying the notes (about 3.9 million shares) at a $1,000 strike; Item 3.02 gives 7,700,978 as the maximum number of shares issuable in connection with the warrants, subject to adjustment. Net proceeds were approximately $2.72 billion after initial purchasers' discounts and the net hedge cost, before offering expenses. Ciena used about $140.0 million to repurchase about 0.3 million shares at $466.67 per share, and about $1.14 billion to repay its senior secured term loan. The same day, a refinancing amendment to the credit agreement extended the $300 million revolving facility's maturity from October 24, 2028 to October 24, 2030 and revised its pricing. The third quarter results show a $7.1 million loss on extinguishment of debt and a $7.7 million gain on termination of interest rate swaps tied to the term loan repayment (accession 0001628280-26-060245).
• Share repurchase program: the third quarter release describes repurchases under the existing $1 billion program (accession 0001628280-26-060245).

Acquisitions

• Nubis Communications. Signed September 22, 2025 (accession 0001628280-25-042266): Ciena agreed to acquire privately held Nubis, a maker of optical and electrical interconnects for AI workloads (co-packaged and near-packaged optics, active copper cables), in an all-cash transaction for $270 million, subject to a customary purchase price adjustment. Closed October 7, 2025 (accession 0001628280-25-044494): the 8-K states that Ciena "completed its acquisition" of Nubis. The third quarter fiscal 2026 release notes a one-time holdback of part of the merger consideration for certain key employee shareholders of Nubis, treated as contingent compensation ($2.4 million in the quarter, excluded from adjusted results).

Management and governance

• June 18, 2025 (accession 0000936395-25-000029): Ciena appointed Marc D. Graff, formerly CFO of Altera and a long-time Intel finance executive, as Senior Vice President and Chief Financial Officer, effective August 1, 2025, succeeding James E. Moylan, Jr., who retired on August 28, 2025. The offer letter provides a $650,000 base salary and a $1,950,000 sign-on bonus. It also provides a sign-on replacement RSU grant with a target value of $10,486,000.
• December 4, 2025 (accession 0001628280-25-055133): Ciena renewed change-in-control severance agreements with its executive officers through November 30, 2028 on a revised form; the company describes severance benefits as unchanged.
• March 31, 2026 (accession 0001628280-26-022342): Results of the March 26, 2026 annual meeting. Directors Olsen, Puma and Smith were elected, PricewaterhouseCoopers LLP was ratified as auditor for fiscal 2026, and the say-on-pay vote was approved.

Not material

The remaining Form 8-K filings in the period, covering the 2025 annual meeting results held March 27, 2025 (accession 0000936395-25-000015) and the earnings investor presentations (Exhibit 99.2), carry no separate news.