CIENA CORP

Previous wording

For a discussion identifying some of the important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this report. For a more complete understanding of the risks associated with an investment in our securities, you should review these factors and the rest of this report in combination with the more detailed description of our business and management’s discussion and analysis of financial condition and risk factors described in our Annual Report on Form 10-K for the fiscal year ended November 2, 2024, which we filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2024 (our “2024 Annual Report”). However, we operate in a very competitive and dynamic environment and new risks and uncertainties emerge, are identified, or become apparent from time to time, and therefore may not be identified in this report. We cannot predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. You should be aware that the forward-looking statements contained in this report are based on our current views and assumptions. We undertake no obligation to revise or to update any forward-looking statements made in this report to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law. The forward-looking statements in this report are intended to be subject to protection afforded by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Unless the context requires otherwise, references in this report to “Ciena,” the “Company,” “we,” “us,” and “our” refer to Ciena Corporation and its consolidated subsidiaries.

Current wording

For a discussion identifying some of the important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this report. For a more complete understanding of the risks associated with an investment in our securities, you should review these factors and the rest of this report in combination with the more detailed description of our business and management’s discussion and analysis of financial condition and risk factors described in our Annual Report on Form 10-K for the fiscal year ended November 1, 2025, which we filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2025 (our “2025 Annual Report”). However, we operate in a very competitive and dynamic environment and new risks and uncertainties emerge, are identified, or become apparent from time to time, and therefore may not be identified in this report. We cannot predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. You should be aware that the forward-looking statements contained in this report are based on our current views and assumptions. We undertake no obligation to revise or to update any forward-looking statements made in this report to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law. The forward-looking statements in this report are intended to be subject to protection afforded by the safe harbor for forward-looking statements contained in the Private Securities Litigation

Previous wording

We are a network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation. Our solutions support network traffic across a wide range of applications, including cloud, video, data, artificial intelligence (“AI”), and voice. Our network solutions are used globally by communications service providers, cable and multiservice operators, cloud providers, submarine network operators, governments, and enterprises across multiple industry verticals. Our portfolio is designed to enable the Adaptive Network™, which is our vision for a network end state that leverages a programmable and scalable network infrastructure, driven by software control and automation capabilities, that is informed by network analytics and intelligence. Our solutions include Networking Platforms, including our Optical Networking portfolio and our Routing and Switching portfolio, which can be applied from the network core to end-user access points, and which allow network operators to scale capacity, to increase transmission speeds, to allocate traffic efficiently, and to adapt dynamically to changing end-user service demands. To complement our Networking Platforms, we offer Platform Software, which includes our Navigator Network Control Software (NCS) and advanced applications that deliver multi-layer domain control and operations for network operators. Through our Blue Planet Automation Software, we also enable complete service lifecycle management automation with productized operational support systems, including inventory, orchestration and assurance solutions that help our customers to achieve closed loop automation across multi-vendor and multi-domain environments. In addition to our systems and software, we also offer a broad range of services that help our customers build, operate, and improve their networks and associated operational environments. These include network transformation, consulting, implementation, systems integration, maintenance, network operations center (NOC) management, learning, and optimization services.

Current wording

We are a network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation. Our solutions support network traffic across a wide range of applications, including cloud, voice, video, data, and artificial intelligence (“AI”). Our network solutions are used globally by cloud providers, service providers, and other network operators across multiple industry verticals.

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Market Opportunity and Investment in Technology Innovation

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Operating Expense and Investment in Technology Innovation

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We believe that our investment capacity and our efforts to push the pace of innovation are important competitive differentiators in our markets. Keeping pace with the market’s demand for technology innovation requires considerable research and development investment capacity and expenditures, and research and development spending represented 18.1% of our revenue in the first nine months of fiscal 2025. During the first nine months of fiscal 2025, we invested $619.4 million in research and development activities, an increase of 8.4% compared to the first nine months of fiscal 2024. In particular, in an effort to capture certain market opportunities created by the impact of AI on networks, we have continued to innovate, increase the performance of, and enhance the capabilities for our leading WaveLogic TM coherent modem technology in multiple form factors. Through this innovation, we seek to extend our leadership in our core business and leverage this to expand our addressable market into complementary and adjacent network applications, including inside and around the data center.

Current wording

Our operating expense grew from $391.2 million in the first quarter of fiscal 2025 to $436.1 million in the first quarter of fiscal 2026. During the first quarter of fiscal 2026, we invested $221.5 million in research and development activities, an increase of 15% compared to the first quarter of fiscal 2025. We believe that our investment capacity and our efforts to push the pace of innovation are important competitive differentiators in our markets, which requires considerable investment capacity and expenditures. In particular, in an effort to capture certain market opportunities created by the impact of AI on networks, we continued to increase the performance of, and enhance the capabilities for our leading WaveLogic TM coherent modem technology, through which we seek to extend our leadership in optical networking, and leverage it to expand our addressable market, including inside and around the data center.

Previous wording

Our results of operations are presented based on the following operating segments: (i) Networking Platforms; (ii) Platform Software and Services; (iii) Blue Planet Automation Software and Services; and (iv) Global Services. See Note 3 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.

Current wording

Our results of operations are presented based on our operating segments: (i) Networking Platforms; (ii) Platform Software and Services; (iii) Blue Planet Automation Software and Services; and (iv) Global Services. See Note 3 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.

Previous wording

Our revenue increased by 29.4%, or $277.1 million in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024, and 18.2%, or $526.7 million in the first nine months of fiscal 2025 as compared to the first nine months of fiscal 2024.

Current wording

As a result of the increased demand described above, our revenue increased by 33.1%, or $354.8 million, in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025.

Previous wording

•Optical Networking sales increased by $454.1 million, primarily driven by increases in sales of our RLS as well as increases in sales of our coherent pluggables, both primarily to cloud provider customers, and our 6500 Packet-Optical Platforms, primarily to communications service provider customers.

Current wording

•Optical Networking products revenue increased by $295.2 million, primarily driven by increases in sales of our Waveserver® system to service provider and cloud provider customers, and our 6500 Reconfigurable Line Systems (RLS) to cloud provider customers.

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•Routing and Switching products revenue increased by $33.2 million, primarily driven by an increase in sales of our 3000 and 5000 series of service delivery and aggregation platforms to communications service providers and cloud provider customers, partially offset by a decrease in sales of our virtualization software to communications service providers.

Current wording

•Routing and Switching products revenue increased by $32.8 million, primarily driven by an increase in sales of our 3000 and 5000 series of service delivery and aggregation platforms, including our out-of-band data center management (DCOM) solution, to cloud provider and service provider customers.

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•Platform Software and Services segment revenue increased by $12.1 million, primarily reflecting sales increases of our software consulting services and our software maintenance services.

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•Platform Software and Services segment revenue decreased by $1.7 million, primarily reflecting a sales decrease of our software consulting services, partially offset by an increase in sales of our Navigator NCS software solution.

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•Blue Planet Automation Software and Services segment revenue increased by $27.6 million, primarily reflecting sales increases in our unified assurance and analytics software, orchestration software, and our inventory management software services.

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•Blue Planet Automation Software and Services segment revenue decreased by $5.6 million, primarily reflecting a sales decrease in our unified assurance and analytics software, partially offset by a sales increase in our inventory management software services.

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•Global Services segment revenue increased by $26.5 million, primarily reflecting a sales increase in our installation and deployment and maintenance support and training services.

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•Global Services segment revenue increased by $34.1 million, primarily reflecting sales increases in our implementation services and maintenance, support, and learning services.

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•Americas revenue increased by $205.0 million, primarily driven by increased sales to cloud providers in the United States.

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•Americas revenue increased by $322.6 million, primarily driven by increased sales to cloud providers and service providers in the United States.

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•EMEA revenue increased by $51.0 million, primarily driven by increased sales to cloud providers in the Netherlands.

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•EMEA revenue increased by $42.7 million, primarily driven by increased sales to cloud providers in the Netherlands.

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•EMEA revenue increased by $37.3 million, primarily driven by increased sales to cloud providers and communications service providers partially offset by decreased sales to submarine network operators.

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•APAC revenue decreased by $10.5 million, primarily driven by decreased sales in India, primarily to service providers, partially offset by increased sales in Singapore, primarily to cloud providers.

Previous wording

During the third quarter and first nine months of fiscal 2025, approximately 13.3% and 13.8% of our revenue was non-U.S. Dollar-denominated, respectively. During the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024, the U.S. Dollar generally weakened against other currencies, and during the first nine months of fiscal 2025 as compared to the first nine months of fiscal 2024, the U.S. Dollar generally strengthened against other currencies. These currency fluctuations had a positive effect on our revenue reported in U.S. Dollars of approximately $3.6 million, or 0.3%, as compared to the third quarter of fiscal 2024, and had an adverse effect on our revenue reported in U.S Dollars of approximately $5.6 million, or 0.2%, as compared to the first nine months of fiscal 2024.

Current wording

During the first quarter of fiscal 2026, approximately 8.3% of our revenue was non-U.S. Dollar-denominated. During the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025, the U.S. Dollar generally weakened against other currencies. These currency fluctuations had a positive effect on our revenue reported in U.S. Dollars of approximately $5.0 million, or 0.4%, as compared to the first quarter of fiscal 2025.

Previous wording

The tables below set forth the changes in revenue, cost of goods sold and gross profit for the periods indicated (in thousands, except percentage data):

Current wording

The tables below set forth the changes in revenue and gross margin for the periods indicated (in thousands, except percentage data):

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•Selling and marketing expense increased by $27.2 million. This increase primarily reflects increases in employee-related compensation costs primarily due to increases in incentive compensation.

Current wording

•Selling and marketing expense increased by $12.4 million, which primarily reflects increases in employee-related compensation costs.

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•General and administrative expense increased by $2.3 million. This increase primarily reflects increases in employee-related compensation costs primarily due to increases in incentive compensation, partially offset by lower legal fees.

Current wording

•General and administrative expense increased by $5.3 million, which primarily reflects increases in employee-related compensation costs.

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•Amortization of intangible assets decreased by $2.7 million, primarily reflecting certain intangible assets having reached the end of their economic lives.

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•Amortization of intangible assets decreased by $1.8 million, primarily reflecting certain intangible assets having reached the end of their economic lives.

Previous wording

During the third quarter and first nine months of fiscal 2025, approximately 47.7% and 48.2% of our operating expense was non-U.S. Dollar-denominated, respectively. During the third quarter and first nine months of fiscal 2025, as compared to the third quarter and first nine months of fiscal 2024, the U.S. Dollar fluctuated against other currencies. These currency fluctuations, net of hedging, had the effect of reducing our operating expense by a negligible amount as compared to the third quarter of fiscal 2024, and $12.3 million, or 1.0% as compared to the first nine months of fiscal 2024.

Current wording

During the first quarter of fiscal 2026, approximately 50.6% of our operating expense was non-U.S. Dollar-denominated. During the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025, the U.S. Dollar generally weakened against other currencies. These currency fluctuations, net of hedging, had the effect of increasing our operating expense by approximately $4.8 million, or 1.1%, as compared to the first quarter of fiscal 2025.

Previous wording

•Networking Platforms segment profit increased by $95.6 million, primarily due to higher sales volume, partially offset by reduced product margin as described above, and higher research and development costs.

Current wording

•Networking Platforms segment profit increased by $134.5 million, primarily due to higher sales volume and improved gross margin as described above, partially offset by higher research and development costs.

Previous wording

•Platform Software and Services segment profit increased by $2.9 million, primarily due to higher services sales volume, partially offset by increased research and development costs and reduced margins as described above.

Current wording

•Platform Software and Services segment profit decreased by $3.7 million, primarily due to lower services sales volume as described above, and increased research and development costs.

Previous wording

•Interest and other income, netdecreased by $1.9 million, primarily resulting from lower interest income on our investments, partially offset by the impact of foreign exchange rates on assets and liabilities denominated in a currency other than the relevant functional currency, net of hedging activity.

Current wording

•Interest and other income, netincreased by $1.4 million, primarily reflecting the impact of foreign exchange rates on assets and liabilities denominated in a currency other than the relevant functional currency, net of hedging activity.

Previous wording

•Interest expense decreased by $1.6 million, primarily due to lower interest rates on our floating rate debt, net of hedging activity. For more information on our short-term and long-term debt, see Note 12 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.

Current wording

•Interest expense decreased by $1.7 million, primarily due to lower interest rates on our floating rate debt, net of hedging activity.

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•Loss on extinguishment and modification of debt reflects the refinance of our 2030 Term Loan in the first quarter of fiscal 2025. See Note 12 to our Condensed Consolidated Financial Statements included in Item 1 of Part 1 of this report for more details.

Current wording

•Loss on extinguishment and modification of debt reflects the refinancing of our 2030 Term Loan in the first quarter of fiscal 2025.

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•Provision for income taxes increased by $13.4 million, primarily due to the increase in income before income taxes.

Current wording

•Provision for income taxes increased by $6.8 million, primarily due to the increase in pre-tax book income.

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Based on past performance and current expectations, we believe that cash from operations, cash, cash equivalents, investments, and other sources of liquidity, including our Revolving Credit Facility (as defined below), will satisfy our currently anticipated working capital needs, capital expenditures, and other liquidity requirements associated with our operations through the next 12 months and the reasonably foreseeable future. We regularly evaluate our capital structure, liquidity position, debt obligations, and anticipated cash needs to fund our operating or investment plans or increase our strategic flexibility, and we will continue to consider capital raising and other market opportunities.

Current wording

We regularly evaluate our capital structure, liquidity position, debt obligations, and anticipated cash needs to fund our operating or investment plans, and we will continue to consider capital raising and other market opportunities that may be available to us.

Previous wording

Principal Sources of Liquidity. Our principal sources of liquidity on hand include our cash, cash equivalents, and investments, which, as of August 2, 2025, totaled $1.4 billion, as well as the unused portion of our senior secured revolving credit facility (the “Revolving Credit Facility”), to which we and certain of our subsidiaries are parties. The Revolving Credit Facility provides for a total commitment of $300.0 million with a maturity date of October 24, 2028. We principally use the Revolving Credit Facility to support the issuance of letters of credit that arise in the ordinary course of our business and for general corporate purposes. As of August 2, 2025, letters of credit totaling $52.1 million were issued under the Revolving Credit Facility. There were no borrowings outstanding under the Revolving Credit Facility as of August 2, 2025.

Current wording

Principal Sources of Liquidity. Our principal sources of liquidity on hand include our cash, cash equivalents, and investments, which, as of January 31, 2026, totaled $1.4 billion, as well as our credit facility (the “Revolving Credit Facility”), to which we and certain of our subsidiaries are parties. The Revolving Credit Facility provides for a total commitment of $300.0 million with a maturity date of October 24, 2028. We principally use the Revolving Credit Facility to support the issuance of letters of credit that arise in the ordinary course of our business and for general corporate purposes. As of January 31, 2026, letters of credit totaling $41.1 million were issued under the Revolving Credit Facility. There were no borrowings outstanding under the Revolving Credit Facility as of January 31, 2026.

Previous wording

Foreign Liquidity. The amount of cash, cash equivalents and short-term investments held by our foreign subsidiaries was $539.5 million as of August 2, 2025. Approximately $92.1 million of future cash generated from these foreign subsidiaries is expected to be repatriated, with any remaining amount continuing to be indefinitely reinvested. A deferred tax liability related to the expected repatriation amount was accrued in fiscal 2023. There are no other significant temporary differences related to our investment in the foreign subsidiaries for which a deferred tax liability has not been recognized.

Current wording

Foreign Liquidity. The amount of cash, cash equivalents and short-term investments held by our foreign subsidiaries was $351.7 million as of January 31, 2026. Approximately $92.3 million of undistributed earnings from these foreign subsidiaries is expected to be repatriated, with any remaining amount continuing to be indefinitely reinvested. A deferred tax liability related to the expected repatriation amount was accrued in fiscal 2023. There are no other significant temporary differences related to our investment in the foreign subsidiaries for which a deferred tax liability has not been recognized.

Previous wording

Stock Repurchase Authorization. On October 2, 2024, we announced that our Board of Directors authorized a program to repurchase up to $1.0 billion of our common stock, which replaced in its entirety the previous stock repurchase program authorized in fiscal 2022. During thefirst nine months of fiscal 2025, we repurchased $245.2 million of our common stock under the stock repurchase program, and $754.8 million remained under the current repurchase authorization as of August 2, 2025. The amount and timing of any further repurchases under our stock repurchase program are subject to a variety of factors including liquidity, cash flow, stock price, and general business and market conditions. The program may be modified, suspended, or discontinued at any time. See Note 15 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report as well as Item 2 of Part II of this report.

Current wording

Stock Repurchases. On October 2, 2024, we announced that our Board of Directors authorized a program to repurchase up to $1.0 billion of our common stock, which replaced in its entirety the previous stock repurchase program authorized in fiscal 2022. During the first three months of fiscal 2026, we repurchased $80.5 million of our common stock under the stock repurchase program, and $589.8 million remained under the current repurchase authorization as of January 31, 2026. The amount and timing of any further repurchases under our stock repurchase program are subject to a variety of factors including liquidity, cash flow, stock price, and general business and market conditions. The program may be modified, suspended, or discontinued at any time. During the first quarter of fiscal 2026, we also repurchased $90.1 million of our common stock in settlement of employee tax withholding obligations due upon the vesting of stock unit awards. See Note 15 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report as well as “Issuer Purchases of Equity Securities” in Item 2 of Part II of this report.

Previous wording

Cash, cash equivalents and investments increased by $58.6 million during the first nine months of fiscal 2025. Cash from operating activities generated $435.0 million which was partially offset by the following: (i) cash used for stock repurchases under our stock repurchase program of $250.0 million; (ii) cash used to fund our investing activities for capital expenditures totaling $95.4 million; (iii) stock repurchases on vesting of our stock unit awards to employees relating to tax withholding of $60.0 million; and (iv) cash used for payments on our term loan due October 28, 2030 of $8.7 million. In addition to cash provided by operating activities, proceeds from the issuance of equity under our employee stock purchase plan provided $35.9 million in cash during the nine months ended August 2, 2025.

Current wording

Cash, cash equivalents and investments increased by $4.4 million during the first three months of fiscal 2026. Cash from operating activities generated $227.6 million, which was partially offset by the following: (i) stock repurchases on vesting of our stock unit awards to employees relating to tax withholding of $90.1 million; (ii) cash used for stock repurchases under our stock repurchase program of $80.5 million; and (iii) cash used to fund our investing activities for capital expenditures totaling $73.9 million. In addition to cash provided by operating activities, proceeds from the issuance of equity under our employee stock purchase plan provided $17.2 million in cash during the three months ended January 31, 2026.

Previous wording

The following sections set forth the components of our $435.0 million of cash provided by operating activities during the first nine months of fiscal 2025. Net income (adjusted for non-cash charges) provided cash of approximately $369.5 million and cash provided by operating assets and liabilities was approximately $65.5 million.

Current wording

The following sections set forth the components of our $227.6 million of cash provided by operating activities during the first three months of fiscal 2026. Net income (adjusted for non-cash charges) provided cash of $265.3 million, offset by cash used in operating assets and liabilities of $37.7 million.

Previous wording

Operating asset and liability requirements decreased by$65.5 million during the period. The following table sets forth the major components of the cash changes in operating assets and liabilities (in thousands):

Current wording

Operating asset and liability requirements increased by$37.7 million during the period. The following table sets forth the major components of the cash changes in operating assets and liabilities (in thousands):

Previous wording

As compared to the end of fiscal 2024, for the first nine months of fiscal 2025:

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As compared to the end of fiscal 2025, for the first three months of fiscal 2026:

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•The change in accounts receivable primarily reflects the timing of cash collections from customers and increased sales volume;

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•The change in accounts receivable primarily reflects improved cash collections partially offset by increased sales volume;

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•The change in inventories primarily reflects increases in raw materials;

Current wording

•The change in inventories primarily reflects our strategy to mitigate supply chain volatility and ensure uninterrupted fulfillment of orders;

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•The change in prepaid expenses and other primarily reflects reduced refundable cash advances to a third-party contract manufacturer partially offset by increased contract assets for unbilled accounts receivable;

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•The change in prepaid expenses and other primarily reflects lower prepaid value-added tax (VAT), lower contract assets for unbilled accounts receivable, and reduced refundable cash advances to a third-party contract manufacturer;

Previous wording

•The change in accounts payable, accruals, and other obligations primarily reflects a higher accrual associated with our annual incentive compensation plan, the timing of payments to suppliers and the timing of payments for payroll, partially offset by timing of payments for income taxes;

Current wording

•The change in accounts payable, accruals, and other obligations primarily reflects the timing of payments associated with our annual incentive compensation plan partially offset by the timing of payments for payroll and higher payroll related costs;

Previous wording

(2) Interest on the Refinanced 2030 Term Loan is payable periodically based on the interest period selected for borrowing. The Refinanced 2030 Term Loan bears interest at SOFR for the chosen borrowing period plus a spread of 1.75% subject to a minimum SOFR rate of 0.00%. At the end of the third quarter of fiscal 2025, the interest rate on the Refinanced 2030 Term Loan was 6.10%.

Current wording

(1) Interest on the Refinanced 2030 Term Loan is payable periodically based on the interest period selected for borrowing. The Refinanced 2030 Term Loan bears interest at SOFR for the chosen borrowing period plus a spread of 1.75% subject to a minimum SOFR rate of 0.00%. At the end of the first quarter of fiscal 2026, the interest rate on the Refinanced 2030 Term Loan was 5.43%.

Previous wording

(4) Our interest rate swaps fix the SOFR rate for $350.0 million of our Term Loan at 3.47% through January 2028 and another $350.0 million of our Term Loan at 2.968% through September 2025.

Current wording

(3) Our interest rate swaps fix the SOFR rate for $350.0 million of our Term Loan at 3.47% through January 2028 and another$350.0 million of our Term Loan at 3.287% through December 2028.