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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
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


EX-99.1 2 a250922pressrelease.htm EX-99.1 Document

FOR IMMEDIATE RELEASE

Ciena to Acquire Nubis Communications to Expand its Inside the
Data Center Strategy and Further Address Growing AI Workloads

Hanover, Md. – September 22, 2025 – Ciena (NYSE: CIEN), the global leader in high-speed connectivity, today announced that it has entered into a definitive agreement to acquire Nubis Communications, a privately-held company headquartered in New Providence, New Jersey. The addition of Nubis, which specializes in high-performance, ultra-compact, low-power optical and electrical interconnects tailored to support AI workloads, will expand Ciena’s portfolio and add critical talent to address a wider range of opportunities inside the data center.

Nubis’ solutions complement Ciena’s existing high-speed interconnects portfolio and will enable new capabilities to support growing AI workloads by significantly increasing scale up and scale out capacity and density inside the data center. The Nubis portfolio includes two key technologies:

•Co-Packaged Optics (CPO) / Near Packaged Optics (NPO): Nubis’ compact, high-density optical modules deliver ultra-fast data transfer using light instead of traditional electrical signals. Supporting up to 6.4 Tb/s full-duplex bandwidth, these modules are optimized for low-latency, low-power operation – making them ideal for scaling AI systems. Combined with Ciena’s high-speed SerDes, Nubis’ optical engines enable differentiated CPO solutions to address high-performance connectivity needs inside and between racks.

•Electrical ACC: Nubis’ advanced analog electronics enable Active Copper Cables (ACC) to support high-speed data transmission, allowing data to travel up to 4 meters at speeds of 200 Gb/s per lane. This low-power, low-latency solution helps customers connect more AI accelerators across racks without the limitations of traditional copper or DSP-based solutions.

In addition, the acquisition will strengthen Ciena’s expertise inside the data center, with the addition of 50+ talented engineers with deep technical expertise and strong cultural alignment with Ciena’s R&D team.

“The acquisition of Nubis represents a significant step forward in Ciena’s strategy to address the rapidly growing demand for scalable, high-performance connectivity inside the data center, driven by the explosive growth of AI-related traffic,” said David Rothenstein, Chief Strategy Officer at Ciena. “With ownership of these key technologies for a wider range of use cases inside the data center, we are expanding our competitive advantage by advancing development of differentiated solutions, reducing development costs, and driving long-term efficiency and profitability.”

“The Nubis team is thrilled to join Ciena and enhance its industry-leading portfolio with our breakthrough interconnect technologies,” said Dan Harding, CEO of Nubis. “Together, we will advance Ciena's data center strategy by delivering reliable, high-quality, and high-performance interconnect solutions to support the next generation of AI workloads.”




Under the terms of the agreement, Ciena will acquire Nubis in an all-cash transaction for $270 million, subject to a customary purchase price adjustment mechanism for the amount of cash, debt, and net working capital of Nubis at closing, among other items. In addition, Ciena will enter into certain employee retention arrangements in connection with the transaction. The transaction has been approved by the boards of directors of both companies as well as Nubis’ shareholders. The transaction is expected to close during Ciena’s fiscal fourth quarter 2025 and is subject to customary closing conditions.

Supplemental Materials
In conjunction with this announcement, Ciena has posted to the Events and Presentations page of the Investor Relations section of its website a recorded transaction overview presentation and accompanying transcript.

###

About Ciena
Ciena is the global leader in high-speed connectivity. We build the world’s most adaptive networks to support exponential growth in bandwidth demand. By harnessing the power of our networking systems, components, 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 and X, or visit the Ciena Insights webpage and Ciena website.

Note to Ciena Investors
You are encouraged to review the Investors section of our website, where we routinely post press releases, SEC filings, recent news, financial results, 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 are based on our 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, because of risks and uncertainties, including those detailed in our most recent annual and quarterly reports filed with the SEC. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.