Ciena (CIEN) 10-K risk factor changes: FY2025 vs FY2024

[removed: In addition to] [added: Before investing in our securities, you should consider carefully] the [removed: other] information contained in this [removed: annual] report, [removed: you should consider] [added: including] the [removed: following risk factors before investing] [added: information] in [removed: our securities.][added: this “Risk Factors” section.]

[removed: Historically, a significant] [added: A] portion of our quarterly revenue [removed: was] [added: is] generated from customer orders received during that same quarter (which we refer to as “book to revenue”) and [removed: was] therefore [added: may be] less [removed: predictable and subject to fluctuation due to a quarterly shortfall in orders from expectations.][added: certain.]

- order timing and volume, including book to revenue [removed: orders;][added: and backlog levels;]

- the financial stability of our [removed: customers] [added: customers;] and [removed: suppliers;]

- consolidation activity [removed: among] [added: involving us,] our customers, suppliers, and [removed: competitors;][added: competitors.]

[removed: guidance, long-term financial targets] [added: Quarterly fluctuations in our revenue, gross margin, and results of operations could cause us to fail to meet our guidance] or the expectations of financial analysts or investors, which may cause volatility or decreases in our stock price.

A significant portion of our revenue is concentrated among a small number of [removed: communications service provider and cloud provider] customers.

[removed: We face intense] [added: Increases in the intensity of] competition [removed: that could] [added: we face may adversely] impact our [removed: sales] [added: business] and results of operations.

We [removed: face intense global competition on] [added: operate in] a [removed: global basis, as] [added: highly competitive environment, where] we and our competitors aggressively seek to capture market share and displace incumbent [removed: equipment] vendors.

We also [removed: compete with a number of] [added: face competition from certain] smaller companies [removed: that provide significant competition] for specific products, applications, customer [removed: segments] [added: segments,] or geographic [removed: markets.][added: markets that may be more attractive to customers in a particular opportunity.]

- price [removed: for performance, cost per bit] and total cost of [removed: ownership of network solutions;][added: ownership;]

- [removed: company] [added: financial] stability and [removed: financial health;][added: investment capacity;]

- services and support [removed: capabilities;][added: capabilities.]

[removed: An increase] [added: We operate] in [added: an intense and evolving competitive landscape and] the [removed: breadth or intensity] [added: level] of [removed: competition] [added: competitive pressure] we face may adversely impact our [removed: business and] results of [removed: operations.][added: operations.]

We continually invest in research and development to [removed: sustain or] enhance our solutions and to develop [removed: or acquire] new technologies.

There is often a lengthy period between commencing [removed: these] development [removed: initiatives] and bringing [added: these] solutions to market.

There is also a possibility that we may miss a market opportunity because we failed to invest or invested too [removed: late in a technology, product or enhancement sought by our customers or the markets into which we sell.][added: late.]

[removed: In addition, failure] [added: Failure] to develop [added: timely] new, innovative solutions that are attractive to customers [removed: and profitable to us] could have a material adverse effect on our [removed: business,] [added: competitive position and] results of [removed: operations, financial condition and cash flows.][added: operations.]

We must regularly compete for [removed: and win] business with existing customers [removed: across all of] [added: and there is no assurance that we will maintain] our [added: incumbency or revenue level with any particular] customer [removed: segments.][added: in future periods.]

Our inability to effectively manage [removed: the matching of] [added: our supply chain capacity and] inventory [added: levels] with customer [removed: demand, particularly within any supply constrained environment,] [added: demand] could adversely impact our results of operations and [removed: financial condition, and could result in loss of revenue, increased costs, or delays that could adversely impact] customer [removed: satisfaction.][added: relationships.]

A key part of [removed: our] [added: this] strategy is to [added: leverage our optical technology leadership and] expand our addressable market into complementary and adjacent [removed: network applications] [added: markets] by investing in new technologies, including [removed: solutions related to] [added: for applications inside and around the] data center, [removed: PON, routing] and [removed: switching, and automation software and services.][added: specifically for AI-driven use cases.]

If the markets relating to these solutions do not develop as we anticipate, or if we are unable to commercialize, increase market awareness of, or gain adoption of our solutions within those markets, [removed: revenue from these products may not grow, a key part of] our [removed: strategy for] [added: business, financial performance, and long-term] growth [removed: would] [added: prospects could] be adversely [removed: affected and our financial results may suffer.][added: affected.]

[removed: We may] [added: We could] be required to [removed: write down the value] [added: record an impairment charge] of certain [removed: significant assets,] [added: of our assets] which would [added: create a loss and] adversely affect our operating [removed: results.][added: results.]

[removed: Unanticipated product performance] [added: Such] problems [removed: can] [added: could] relate to the design, manufacturing, installation, operation and interoperability of our products.

[removed: From time to time, we] [added: We] have had to replace certain components, provide software [removed: remedies] [added: updates] or other remediation [added: actions] in response to defects or bugs, and we may have to do so [removed: again] in the future.

Such remediation costs could [removed: materially] adversely impact our business and results of operations.

In addition, we have encountered and may [removed: continue to] [added: further] encounter unanticipated security vulnerabilities relating to our technology, including as a result of the activities of our supply chain and our use of third-party [removed: software.][added: inputs.]

Communications technologies, given their capability to transmit sensitive information, have frequently been the target of [removed: attacks from a range of] threat [removed: actors] [added: actors,] including nation states and other malicious [removed: parties.][added: parties, and we expect these threats to increase with the growing prevalence of AI.]

- damage to our reputation, reduced demand, [removed: declining sales and] [added: or] order cancellations;

- payment of liquidated damages, contractual or similar penalties, or other [removed: claims for performance failures or delays;][added: claims;]

- write-offs of [removed: inventory or property;][added: inventory;]

- reporting and other publication to customers or regulatory bodies; [added: and]

- delays in introducing new [removed: products and services,] [added: products,] recognizing revenue, or collecting accounts receivable.

[removed: Strategic acquisitions] [added: Acquisitions] and [removed: investments] [added: other strategic transactions] could disrupt our operations and [removed: may] expose us to increased costs and unexpected liabilities.

- failure to achieve the [removed: anticipated transaction] [added: intended] benefits or [removed: the projected financial results and] [added: anticipated return on investment, including] operational synergies;

- disruption [removed: or termination] of [removed: business] relationships with customers, suppliers, [removed: vendors, landlords, licensors and] [added: or] other business partners;

Emerging issues related to the development and use of AI could give rise to legal or regulatory action, damage our reputation, or otherwise materially harm of our [removed: business.][added: business.]

Moreover, AI technology is subject to rapidly evolving domestic and international laws and regulations, [added: including executive orders by the U.S. government and the EU’s Artificial Intelligence Act,] which could impose significant costs and obligations on the Company.

Our use of AI could give rise to legal or regulatory action or increased scrutiny or liability, and [removed: maydamage] [added: may damage] our reputation or otherwise materially harm our business.

Risks [removed: Relating] [added: Related] to the Macroeconomic [removed: Environment] and [removed: our Global Presence][added: Geopolitical Environment]

Risks Related to Financial Performance and Strategy

Our revenue, gross margin, and operating results can be adversely impacted by a number of factors that would cause our results to fluctuate.

Our results of operations are subject to significant, and often difficult to predict, quarterly fluctuations due to a variety of factors.

Additionally, our customer contracts generally do not include minimum or guaranteed purchases and may allow customers to modify or cancel purchase orders.

Our results can be materially adversely affected by factors set forth in this “Risk Factors” section including:

- changes in spending or deployment plans by customers;

- the level of competition we face and the impact of unfavorable transactions or commercial terms;

- customer, product and geographic mix;

- supply chain performance and costs;

As a result, our historical financial results may not be indicative of future performance.

Our revenue is concentrated among a small number of customers and reductions in their spending could materially adversely impact our results of operations.

For example, in fiscal 2025, our five largest customers contributed approximately 50% of our revenue, a cloud provider customer accounted for approximately 18% of our revenue, and a service provider accounted for approximately 11% of our revenue.

Consequently, our results of operations could be materially adversely impacted by the loss of or a significant reduction in spending of a large customer.

Moreover, our revenue is concentrated within the cloud provider and service provider customer segments.

Adverse economic, business or regulatory dynamics within these industries or market segments affecting spending levels could materially adversely impact our results of operations.

Our growth is dependent on executing our strategy and expanding our addressable market, and we may not be successful.

Our growth depends on the successful execution of our business strategy and our ability to grow our addressable market, or to expand into new markets, technologies, or customer segments.

Many of these markets are nascent or dynamic, and it is difficult to predict trends of these markets, including any potential growth.

Moreover, we have a more limited history in commercializing and selling solutions into these markets.

Many of these competitors have substantially greater resources, broader product offerings and more established customer relationships than we have.

Because of their scale and resources, they may be perceived to be a better fit for the procurement or network strategies of larger network operators.

Generally, competition in our industry is based on various factors, including:

- product features and functionality;

- technology roadmap;

- ability to address preferred customer consumption models;

- delivery lead-times; and

Additionally, as we address evolving customer consumption models or expand into adjacent market segments, we expect to compete with a broader range of suppliers, including existing business partners in our supply chain.

We may pursue strategic transactions, including mergers, acquisitions, investments and other strategic partnerships, to advance our business strategy.

These transactions inherently involve significant risks and uncertainties, including:

- significant use of cash, assumption of debt, or dilution of stockholders;

- exposure to unexpected costs or liabilities;

- challenges integrating technology, operations and personnel, and loss of key employees;

- challenges obtaining required regulatory or third-party approvals; and

- adverse tax, internal control or financial reporting impacts.

If we are unable to successfully execute acquisitions and other strategic transactions our business, results of operations, and financial condition could be negatively impacted.

Misaligned or delayed technology investments may adversely impact our return on innovation, impair our strategy and weaken our competitive position.

The success of our business depends on our ability to develop and deliver products that align with customer needs and demands, technological advancements, and market trends.

Accordingly, there is no guarantee of market acceptance, and some of our development decisions will be unprofitable.

We may encounter difficulties relating to design, development, sourcing, and manufacture of prototypes that delay or even prevent the release of these products.

We may experience defects or problems affecting quality, interoperability, reliability, security and performance of our products or the third-party technologies and software we incorporate in our products.

Risks Related to Our Business and Industry

Our revenue, gross margin, and operating results can fluctuate significantly from quarter to quarter and, if we are not able to secure order growth, our revenue may not reach the levels we anticipate.

Our revenue, gross margin, and results of operations can fluctuate significantly from quarter to quarter.

Our budgeted expense levels are based on our intent to invest to maintain or increase our technology advantage, our visibility into customer spending plans, and our projections of future revenue and gross margin.

Visibility into customer spending levels can be uncertain, spending patterns are subject to change, and reductions in our expense levels can take significant time to implement.

During fiscal 2022, however, we generated a significant backlog of customer orders as a result of supply chain constraints and, during fiscal 2023, our revenue grew as we consumed a significant portion of this backlog.

Customer order volumes began to moderate in the fourth quarter of fiscal 2022, and we experienced order levels below revenue during fiscal 2023 and the first half of fiscal 2024 and, as a result, our backlog decreased.

We expect our backlog to continue to reduce in fiscal 2025.

As that happens, we expect our reliance upon securing quarterly book to revenue orders to grow and those orders to represent a more typical composition of our quarterly revenue over time.

Our future revenue growth will depend, in part, on securing increased orders, particularly book to revenue orders.

Within these dynamics, our results for a particular period can be difficult to predict and a range of factors, including those set forth below, can materially adversely affect quarterly revenue, gross margin, and operating results:

- changes in spending levels or network deployment plans by customers, particularly with respect to our service provider and cloud provider customers;

- the timing of revenue recognition on sales, particularly relating to large orders;

- availability of components and manufacturing capacity;

- shipment and delivery timing, including any deferral of delivery;

- backlog levels;

- the level of competition and pricing pressure in our industry;

- the pace and impact of price erosion that we regularly encounter in our markets;

- the impact of commercial concessions or unfavorable commercial terms required to maintain incumbency or secure new opportunities with key customers;

- the mix of revenue by product segment, geography, and customer in any particular quarter;

- our level of success in achieving targeted cost reductions and improved efficiencies in our supply chain;

- our incurrence of start-up costs, including lower margin phases of projects required to support initial deployments, to gain new customers, or to enter new markets;

- our level of success in accessing new markets and obtaining new customers;

- long- and short-term changing behaviors or customer needs that impact demand for our products and services, or the products and services of our customers;

- technology-based price compression and our introduction of new platforms with improved price for performance;

- changing market, economic, and political conditions, including the impact of tariffs and other trade restrictions or efforts to withdraw from or materially modify international trade agreements;

- factors beyond our control such as natural disasters, climate change, acts of war or terrorism, and public health emergencies, such as epidemics and pandemics like the COVID-19 pandemic;

- installation service availability and readiness of customer sites;

- adverse impact of foreign exchange; and

- any potential seasonal effects in our business.

As a result of these factors and other conditions affecting our business and operating results, we believe that quarterly comparisons of our operating results are not necessarily a good indication of future performance.

Quarterly fluctuations from the above and other factors may cause our revenue, gross margin, and results of operations to underperform in relation to our

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A small number of customers account for a significant portion of our revenue.

The loss of one or more of these customers, or a significant reduction in their spending, could have a material adverse effect on our business and results of operations.

For example, our ten largest customers contributed 57.9% of our revenue for fiscal 2024 and 53.7% of our revenue for fiscal 2023.

A cloud provider customer accounted for approximately 13.3% of our total revenue for fiscal 2024 and 12.8% of our total revenue for fiscal 2023, and AT&T accounted for approximately 11.8% of our total revenue for fiscal 2024 and 10.6% of our total revenue for fiscal 2023.

As a result of efforts in recent years to diversify our business, the customer segments and geographies that comprise our customer base and top customers by revenue have changed.

During fiscal 2024, four cloud providers were among our top ten customers.

Cloud provider customers have been important contributors to our revenue through both our direct sales to them, including for data center interconnection, and their indirect impact on purchases by other network operators.

Our solutions support network traffic across a wide range of applications, including cloud, [added: voice,] video, data, [removed: AI,] and [removed: voice.][added: AI.]

Our network solutions are used globally by [removed: communications] [added: cloud providers,] service providers, [removed: cable] and [removed: multiservice operators, cloud providers, submarine] [added: other] network [removed: operators, governments, and enterprises] [added: operators] across multiple industry verticals.

[removed: Market Opportunity and Investment] [added: Investment] in Technology Innovation

We believe that our investment capacity and our efforts to push the pace of innovation are important competitive differentiators in our [removed: markets.][added: markets, which requires considerable investment capacity and expenditures.]

During fiscal [removed: 2024,] [added: 2025,] we invested [removed: $767.5] [added: $848.3] million in research and development activities, an increase of [removed: 2.3%] [added: 11%] compared to fiscal [removed: 2023.][added: 2024.]

In particular, in an effort to capture certain market opportunities created by the impact of AI on networks, [removed: in fiscal 2024] we continued to [removed: innovate,] increase the performance of, and enhance the capabilities for our leading [removed: WaveLogic] [added: WaveLogicTM] coherent modem [removed: technology] [added: technology, through which we seek to extend our leadership] in [removed: multiple form factors.][added: optical networking, and leverage it to expand our addressable market, including inside and around the data center.]

[added: *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, [removed: commencing] [added: which replaced] in [added: its entirety the previous stock repurchase program authorized in] fiscal [removed: 2025] [added: 2022] and [removed: continuing through the end of] [added: completed in] fiscal [removed: 2027.][added: 2024.]

See [removed: Notes 21 and 27] [added: Note 12] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report.

A discussion regarding [removed: our financial condition and] results of operations for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] is presented below.

A discussion of fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended [removed: October 28, 2023,] [added: November 2, 2024,] filed with the SEC on December [removed: 15, 2023,] [added: 20, 2024,] which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at investor.ciena.com.

Our results of operations are presented based on [removed: the following] [added: our] operating segments: (i) Networking Platforms; (ii) Platform Software and Services; (iii) Blue Planet Automation Software and Services; and (iv) Global Services.

See Notes [removed: 2] [added: 3, 18,] and [removed: 24] [added: 21] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for [removed: more] information [removed: on our segment reporting.][added: relating to these transactions.]

[removed: Fiscal 2024 Compared] [added: As compared] to [removed: Fiscal 2023][added: the end of fiscal 2024:]

[removed: *Revenue and Currency] [added: *Currency] Fluctuations*

[removed: In addition, during] [added: During] fiscal [removed: 2024, approximately 14.3%] [added: 2025, 9.9%] of our revenue was non-U.S. Dollar denominated, primarily including sales in Euros, Indian Rupees and Canadian Dollars.

During fiscal [removed: 2024,] [added: 2025,] as compared to fiscal [removed: 2023,] [added: 2024,] the U.S. Dollar fluctuated against these and other [removed: currencies] [added: currencies,] with minimal impact as compared to fiscal [removed: 2023.][added: 2024.]

| | | | [removed: 2024] [added: 2025] | | | | | | %* | | | | | | [removed: 2023] [added: 2024] | | | | | | %* | | | | | | Increase (decrease) | | | | | | % | | |

| Platform Software and Services | | | [removed: 358,062] [added: 363,830] | | | | | | [removed: *8.9*] [added: *7.6*] | | | | | | [removed: 303,873] [added: 358,062] | | | | | | [removed: *6.9*] [added: *8.9*] | | | | | | [removed: 54,189] [added: 5,768] | | | | | | [removed: *17.8*] [added: *1.6*] | | |

| Blue Planet Automation Software and Services | | | [removed: 77,619] [added: 115,547] | | | | | | [removed: *2.0*] [added: *2.4*] | | | | | | [removed: 69,170] [added: 77,619] | | | | | | [removed: *1.6*] [added: *2.0*] | | | | | | [removed: 8,449] [added: 37,928] | | | | | | [removed: *12.2*] [added: *48.9*] | | |

| | | | Denotes % change from [removed: 2023 to] 2024 [added: to 2025] | | |

- Platform Software and Services segment revenue increased by [removed: $54.2] [added: $5.8] million, [added: primarily] reflecting sales increases of [removed: $32.3 million in sales of software platforms and $21.9 million in sales of] our software [removed: maintenance services, both primarily for our Navigator NCS software platform.][added: consulting services.]

- [removed: Global] [added: Global] Services segment revenue increased by [removed: $17.2] [added: $76.5] million, primarily reflecting sales increases of [removed: $14.8] [added: $61.7] million of our [removed: maintenance support and training] [added: implementation services] and [removed: $3.4] [added: $14.2] million of our [removed: installation] [added: maintenance, support,] and [removed: deployment services.][added: learning.]

Our operating segments engage in business and operations across three geographic regions: [removed: Americas, EMEA,] [added: the United States, Canada, the Caribbean] and [removed: APAC.][added: Latin America (“Americas”); Europe, Middle East and Africa (“EMEA”); and Asia Pacific, Japan and India (“APAC”).]

The following table reflects our geographic distribution of revenue, [removed: which is] principally based on the relevant location for [removed: the] [added: our] delivery of [removed: our] products and performance of [removed: services.][added: services (in thousands, except percentage data):]

The [removed: table] [added: tables] below [removed: sets] [added: set] forth the changes in [removed: geographic distribution of] revenue [added: and gross margin] for the periods indicated (in thousands, except percentage data):

Sales to one [removed: of our] cloud provider [removed: customers] were [removed: $532.3] [added: $851.6] million, or [removed: 13.3%] [added: 17.9%] of total [removed: revenue,] [added: revenue] in fiscal [removed: 2024] [added: 2025] and [removed: $561.4] [added: $532.3] million or [removed: 12.8%] [added: 13.3%] of total [removed: revenue,] [added: revenue] in fiscal [removed: 2023.][added: 2024.]

Sales to AT&T were [removed: $475.3] [added: $500.7] million, or [removed: 11.8%] [added: 10.5%] of total revenue, in fiscal [removed: 2024,] [added: 2025,] and [removed: $464.7] [added: $475.3] million, or [removed: 10.6%] [added: 11.8%] of total revenue, in fiscal [removed: 2023.][added: 2024.]

No other customer accounted for greater than 10% of our revenue in fiscal [removed: 2024] [added: 2025] or fiscal [removed: 2023.][added: 2024.]

[removed: Product] [added: *Product] cost of goods [removed: sold] [added: sold*] consists primarily of amounts paid to third-party contract manufacturers, component costs, employee-related [removed: costs and overhead, shipping] [added: costs, shipping, logistics,] and [removed: logistics] [added: tariff] costs associated with manufacturing-related operations, warranty and other contractual obligations, royalties, license fees, amortization of intangible assets, cost of excess and obsolete inventory and, [removed: when applicable,] [added: any] estimated losses on committed customer contracts.

[removed: Services] [added: *Services] cost of goods [removed: sold] [added: sold*] consists primarily of direct and third-party costs associated with our provision of [removed: services] [added: services,] including [removed: installation, deployment, maintenance] [added: implementation, maintenance,] support, [removed: consulting] [added: learning, advisory] and [removed: training] [added: enablement] activities, [removed: and, when applicable,] [added: and any] estimated losses on committed customer contracts.

[removed: Gross margin] [added: - Gross margin decreased by 80 basis points from 42.8%] for fiscal 2024 [removed: compared] to [added: 42.0% for] fiscal [removed: 2023 remained consistent,] [added: 2025,] primarily reflecting [removed: slightly] decreased [removed: product margin offset by increased] services margin.

During fiscal [removed: 2024, approximately 48.7%] [added: 2025, 46.3%] of our operating expense was non-U.S. Dollar denominated, including Canadian [removed: Dollars, Indian Rupees,] [added: Dollars] and [removed: Euros.][added: Indian Rupees.]

During fiscal [removed: 2024] [added: 2025] as compared to fiscal [removed: 2023,] [added: 2024,] the U.S. Dollar [removed: primarily strengthened] [added: fluctuated] against these and other currencies with minimal impact as compared to fiscal [removed: 2023.][added: 2024.]

[removed: *•Research] [added: - *Research] and development expense* primarily consists of salaries and related employee expense (including share-based compensation expense), prototype costs relating to design, development, product testing, depreciation expense, and third-party consulting costs.

[removed: *•Selling] [added: - *Selling] and marketing expense* primarily consists of salaries, commissions and related employee expense (including share-based compensation expense) and sales and marketing support expense, including travel, demonstration units, trade show expense, and third-party consulting costs.

[removed: *•General] [added: - *General] and administrative expense* primarily consists of salaries and related employee expense (including share-based compensation expense) and costs for third-party consulting and other services.

[removed: *•Amortization] [added: - *Amortization] of intangible assets* primarily reflects the amortization of both purchased technology and [removed: the value of] customer relationships derived from our acquisitions.

[removed: *•Acquisition] [added: - *Acquisition] and integration costs* primarily consist of expenses for financial, legal and accounting advisors and severance and other employee-related costs, associated with our acquisition activity.

[removed: For more information on our acquisitions, see] [added: See] Note 3 to our Consolidated Financial Statements included in Item 8 of Part II of this [removed: annual report.][added: report for more information on this acquisition.]

| Significant asset impairments and restructuring costs | | | [removed: 24,592] [added: 112,113] | | | | | | [removed: *0.6*] [added: *2.4*] | | | | | | [removed: 23,834] [added: 24,592] | | | | | | [removed: *0.5*] [added: *0.6*] | | | | | | [removed: 758] [added: 87,521] | | | | | | [removed: *3.2*] [added: *355.9*] | | |

The markets into which we sell are dynamic and characterized by a high rate of change.

Networks continue to experience strong demand for increased bandwidth due to traffic growth, which is being driven by a diverse set of services, technologies, and customer needs.

Business Momentum

Our industry has been experiencing unprecedented increases in demand, in particular as a result of expenditures related to AI and other cloud-based applications.

As a result, we experienced broad-based business momentum in fiscal 2025, including significant year-over-year order growth in both of our major customer segments, cloud providers and service providers.

Our revenue increased by 19% to $4.8 billion in fiscal 2025 as compared to $4.0 billion in fiscal 2024, with orders for our products and services significantly exceeding our revenue.

We also significantly grew our backlog, which includes both products and services, to $5.0 billion, as compared to $2.1 billion at the end of fiscal 2024.

While we believe much of this backlog growth reflects the increased demand for connectivity to address AI workloads, a portion is related to an industry-wide constrained supply environment.

Our ability to scale our operational and manufacturing capacity is critical to our success within this environment.

As such, we and many of our suppliers have sought to increase capacity to ensure availability of key inputs for our products and reduce extended lead times.

Within this environment, we have experienced increased customer concentration in both orders and revenue, particularly with cloud providers, with a single cloud provider customer continuing to provide a significant volume of orders and two cloud providers in our top five customers by revenue for fiscal 2025.

Our growing sales to cloud providers has resulted in a changing mix in our product sales.

Gross Margin Dynamics

Our gross margin decreased to 42.0% in fiscal 2025, compared to 42.8% in fiscal 2024, primarily due to lower services margin driven by increased incentive compensation and shifts in services mix.

In fiscal 2025, our growing sales to cloud providers contributed to a changing product mix and an increase in sales of interconnect products, impacting our product gross margin.

Through our continued focus on a range of initiatives to maintain and enhance our gross margin, including cost reductions, manufacturing efficiencies and lower inventory provisions, we were able to offset the impact of this dynamic and our product margin was unchanged from fiscal 2024 to fiscal 2025.

In an effort to expand our addressable market, during the fourth quarter of fiscal 2025, we acquired privately-held Nubis, which specializes in high-performance, ultra-compact, low-power optical and electrical interconnects tailored to support AI workloads.

Nubis’s portfolio, including technologies for co-packaged optics, near packaged optics and electrical active copper cables, will complement our existing optical networking portfolio of high-speed interconnects.

Operating Expense Management

Our operating expense grew from $1.6 billion in fiscal 2024 to $1.8 billion in fiscal 2025.

As a result of our strong financial performance and order levels in fiscal 2025, our expense associated with our incentive compensation programs, including our annual bonus plan and sales compensation, increased year over year.

We regularly monitor our spending to optimize our operating expenses and to ensure that our strategic investments are aligned with our highest-growth demand opportunities.

During the fourth quarter of fiscal 2025, we began implementing a plan intended to deliver increased operating efficiencies through a reduction in headcount of 4% to 5% of our global workforce and a decision to cease forward investment in certain broadband development initiatives, primarily 25G PON.

Capital Allocation Strategy

Our capital allocation strategy is focused on maintaining our significant innovation investment, investing in select transactions, and returning value to stockholders, while preserving our strategic and operational flexibility.

We continuously work to improve our cash cycle and evaluate alternatives to manage our capital structure in order to enhance our liquidity.

We ended fiscal 2025 with $1.4 billion of cash, cash equivalents, and investments.

Cash generated from operations increased to $806.1 million in fiscal 2025 as compared to $514.5 million in fiscal 2024.

Consistent with our capital allocation priorities, we invested $140.8 million in capital purchases, primarily for supply chain equipment, and research and development, $231.1 million for the acquisition of Nubis and $334.5 million on our share buyback program.

Effective as of the fourth quarter of fiscal 2025, we renamed (i) our “Maintenance Support and Training” product line to “Maintenance, Support, and Learning”, (ii) our “Installation and Deployment” product line to “Implementation”, and (iii) our “Consulting and Network Design” product line to “Advisory and Enablement.” These changes, affecting only the presentation of such information, were made on a prospective basis and do not impact comparability of previous financial results.

However, references to the prior reported product lines have been changed herein to the new names described above.

As a result of the increased demand described above, our revenue increased by 18.8% in fiscal 2025 as compared to fiscal 2024.

| Optical Networking | | | $ | 3,246,239 | | | | | *68.1* | | | | | | $ | 2,642,563 | | | | | *65.8* | | | | | | $ | 603,676 | | | | | *22.8* | | |

| Routing and Switching | | | 430,138 | | | | | | *9.0* | | | | | | 399,492 | | | | | | *10.0* | | | | | | 30,646 | | | | | | *7.7* | | |

| Total Networking Platforms | | | 3,676,377 | | | | | | *77.1* | | | | | | 3,042,055 | | | | | | *75.8* | | | | | | 634,322 | | | | | | *20.9* | | |

| Maintenance, Support, and Learning | | | 317,247 | | | | | | *6.7* | | | | | | 303,086 | | | | | | *7.5* | | | | | | 14,161 | | | | | | *4.7* | | |

| Implementation | | | 246,047 | | | | | | *5.2* | | | | | | 184,358 | | | | | | *4.6* | | | | | | 61,689 | | | | | | *33.5* | | |

| Advisory and Enablement | | | 50,459 | | | | | | *1.0* | | | | | | 49,775 | | | | | | *1.2* | | | | | | 684 | | | | | | *1.4* | | |

| Total Global Services | | | 613,753 | | | | | | *12.9* | | | | | | 537,219 | | | | | | *13.3* | | | | | | 76,534 | | | | | | *14.2* | | |

| Consolidated revenue | | | $ | 4,769,507 | | | | | *100.0* | | | | | | $ | 4,014,955 | | | | | *100.0* | | | | | | $ | 754,552 | | | | | *18.8* | | |

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, increase transmission speeds, allocate traffic efficiently, and adapt dynamically to changing end-user service demands.

To complement our Networking Platforms, we offer Platform Software, which includes our Navigator 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 OSS, including inventory, orchestration and assurance solutions that help our customers to achieve closed loop automation across multi-vendor and multi-domain environments.

The market into which we sell our communications networking solutions is dynamic and characterized by a high rate of change, including rapid growth in bandwidth demand and network traffic, the proliferation of cloud-based services and new approaches, or “consumption models,” for designing and procuring networking solutions.

Drivers of increased bandwidth demand include enterprise and consumer cloud network adoption, generative AI, 5G, high-definition video, and network operator focus on resilience and automation.

To address these growing service demands and manage network cost, many network operators are looking to adopt next-generation infrastructures that are more programmable and better capable of leveraging data for network insight, analytics and automation.

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 19.1% of our operating expenses in fiscal 2024.

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.

Our business strategy to capitalize on these market dynamics and investment opportunities also include the initiatives set forth in the “Strategy” section of the description of our business in Item 1 of Part I of this annual report.

Fluctuation in Order Volumes and Impact on Fiscal 2024 Revenue

During fiscal 2021 and fiscal 2022, we received an unprecedented volume of orders for our products and services.

We believe some portion of these orders reflected customer acceleration of future orders due to long lead times during the constrained supply environment of that period, as well as orders that were delayed due to the dynamics of the COVID-19 pandemic.

These order volumes resulted in significant revenue growth in fiscal 2023.

Our order volumes began to moderate in the fourth quarter of fiscal 2022, and we experienced order levels below revenue during fiscal 2023 and the first half of fiscal 2024, particularly from our communications service provider customers.

We believe this was, in part, due to communications service providers in North America working through relatively high levels of inventory previously acquired, which was made more difficult due to challenges installing and deploying equipment.

In addition, in certain international geographies, we believe that caution driven by macroeconomic concerns and market-specific issues contributed to lower-than-expected order volumes from communications service providers during fiscal 2024.

As a result of these dynamics, our revenue for fiscal 2024 was lower than our revenue in fiscal 2023.

Notwithstanding these recent dynamics and their impact on fiscal 2024 revenue, we

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continue to believe that certain trends and shifts in business and consumer behaviors and the drivers of bandwidth demand described above under “Market Opportunity and Investment in Technology Innovation” represent long-term opportunities for our business.

Fiscal Year-End Backlog

Generally, we make sales pursuant to purchase orders placed by customers under framework agreements that govern the general commercial terms and conditions of the sale of our products and services.

These agreements do not obligate customers to purchase any minimum or guaranteed order quantities.

In calculating backlog, we only include (i) customer purchase orders for products that have not been shipped and for services that have not yet been performed; and (ii) customer orders relating to products that have been delivered and services that have been performed, but are awaiting customer acceptance under the applicable contract terms.

Backlog may be fulfilled several quarters following receipt of a purchase order, or in the case of certain service obligations, may relate to multi-year support periods.

Our backlog was $2.1 billion as of November 2, 2024, as compared to $2.6 billion as of October 28, 2023.

Backlog includes product and service orders from commercial and government customers combined.

Backlog at November 2, 2024 includes approximately $352.5 million primarily related to orders for products and services that are not expected to be filled or performed within fiscal 2025.

Because backlog can be defined in different ways by different companies, our presentation of backlog may not be comparable with figures presented by other companies in our industry.

In addition, our customers may cancel, delay or change their orders with limited advance notice, or they may decide not to accept our products and services.

The timing of our fulfillment of backlog could cause some volatility in our results of operations.

Stock Repurchase Program

Authorized purchases contemplated under our prior stock repurchase program, which was authorized in fiscal 2022, were completed in fiscal 2024.

The program may be modified, suspended, or discontinued at any time.

*Operating Segments*

As a result of the factors impacting order volumes described under “Overview” above, our revenue declined by 8.5% in fiscal 2024 as compared to fiscal 2023.

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| | | | Fiscal Year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Actual results could differ materially from those [removed: projected in these forward-looking statements.][added: discussed below.]

See Notes [removed: 6] [added: 15] and [removed: 7] [added: 18] to our Consolidated Financial Statements included in Item 8 of Part II of this [removed: annual] report for [removed: information relating to investments and fair value.][added: additional information.]

These investments are sensitive to interest rate movements, and their fair value will decline as interest rates rise and increase as interest rates [removed: decline.][added: fall.]

The estimated impact on these investments of a 100 basis point (1.0%) increase in interest rates across the yield curve from rates in effect as of the balance sheet date would be a [removed: $2.7] [added: $1.6] million decline in value.

[removed: Our] [added: Absent hedging using floating-to-fixed rate interest rate swaps, our] earnings and cash flows from operations [removed: would] [added: could] be [removed: exposed to] [added: impacted by] changes in interest rates [removed: because of] [added: related to] the floating rate of interest on our [added: Refinanced] 2030 [removed: New] Term [removed: Loan, if such loan were not hedged using floating-to-fixed rate interest rate swaps.][added: Loan.]

See [removed: Note 15] [added: Notes 6 and 7] to our Consolidated Financial Statements included in Item 8 of Part II of this [removed: annual report.][added: report such investments.]

We have entered into interest rate swaps that fix the floating rate for $350.0 million of our [removed: floating rate debt] [added: Refinanced 2030 Term Loan] at [removed: 2.968%] [added: 3.47%] from [removed: September] [added: January] 2023 through [removed: September 2025,] [added: January 2028] and another $350.0 million of our [removed: floating rate debt] [added: Refinanced 2030 Term Loan] at [removed: 3.47%] [added: 3.287%] from [removed: January 2023] [added: September 2025] through [removed: January] [added: December] 2028.

As [removed: such,] a [added: result, a] 100 basis point (1.0%) increase in the Secured Overnight Financing Rate (“SOFR”) rate as of [removed: our most recent SOFR rate setting] [added: the balance sheet date] would increase our annualized interest expense by approximately [removed: $4.6 million on the unhedged portion of our 2030 New Term Loan as recognized in our Consolidated Financial Statements.][added: $4.5 million.]

*Foreign Currency Exchange Risk.* [removed: As a global concern, our] [added: Our] business and results of operations are exposed to [removed: and can be impacted by] movements in foreign currency exchange rates.

[removed: Because we sell globally, some] [added: Some] of our [removed: sales] transactions [removed: and revenue] are non-U.S. Dollar denominated, with the Euro, Indian Rupee, and Canadian Dollar being our most significant foreign currency revenue exposures.

For our U.S. Dollar denominated [removed: sales,] [added: transactions,] an increase in the value of the U.S. Dollar would increase the [removed: real costs] [added: price] of our products to customers in markets outside the United [removed: States, which could impact our competitive position.][added: States.]

During fiscal [removed: 2024, approximately 14.3%] [added: 2025, 9.9%] of revenue was non-U.S. Dollar denominated.

During fiscal [removed: 2024] [added: 2025] as compared to fiscal [removed: 2023,] [added: 2024,] the U.S. Dollar fluctuated against a number of foreign currencies with minimal impact as compared to fiscal [removed: 2023.][added: 2024.]

With regard to operating [removed: expense,] [added: expenses,] our primary exposure to foreign currency exchange [removed: risk] [added: rates] relates to the Canadian Dollar, Indian Rupee and Euro.

During fiscal [removed: 2024, approximately 48.7%] [added: 2025, 46.3%] of our operating expense was non-U.S. Dollar denominated.

During fiscal [removed: 2024] [added: 2025] as compared to fiscal [removed: 2023,] [added: 2024,] the U.S. Dollar [removed: primarily strengthened] [added: fluctuated] against a number of foreign currencies with minimal impact as compared to fiscal [removed: 2023.][added: 2024.]

[removed: From time to time, we] [added: We] use foreign currency forward contracts to reduce variability in certain forecasted non-U.S. Dollar denominated cash flows.

[removed: At the inception of the cash flow hedge, and on an ongoing basis, we] [added: We] assess whether the forward contract has been effective in offsetting changes in cash flows attributable to the hedged risk during the hedging period.

During fiscal [removed: 2024,] [added: 2025,] we recorded [removed: $11.7 million in] [added: minimal] foreign currency exchange [removed: losses,] [added: losses] as a result of monetary assets and liabilities that were transacted in a currency other than the entity’s functional currency, and the re-measurement adjustments were recorded in interest and other income, net on our Consolidated Statements of Operations.

[removed: From time to time, we] [added: We] use foreign currency forwards to hedge these balance sheet exposures.

During fiscal [removed: 2024,] [added: 2025,] we recorded [removed: gains] [added: losses] on non-hedge designated foreign currency forward contracts of [removed: $1.4] [added: $3.7] million.

See Notes 15 and 18 to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for information relating to our 2030 New Term Loan.

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Our solutions support network traffic across a wide range of applications, including cloud, [added: voice,] video, data, [added: and] artificial intelligence [removed: (“AI”), and voice.][added: (“AI”).]

Our network solutions are used globally by [removed: communications] [added: cloud providers,] service providers, [removed: cable] and [removed: multiservice operators, cloud providers, submarine] [added: other] network [removed: operators, governments, and enterprises] [added: operators] across multiple industry verticals.

Our [removed: solutions include] Networking Platforms, including our Optical Networking portfolio and [removed: our] Routing and Switching portfolio, [removed: which can be] [added: are solutions] applied from the network core to [removed: end-user] [added: end user] access [removed: points,] [added: points] and [removed: which] allow network operators to scale capacity, increase transmission speeds, allocate traffic efficiently, and adapt dynamically to changing end-user service demands.

In addition to our [removed: systems] [added: hardware] and software, we [removed: also] offer a broad range of [added: complementary] services that help our customers build, operate, and [removed: improve] [added: transform] their networks and associated operational environments.

*•Cloud-Based Services.* Enterprises and consumers continue to replace locally-housed computing and storage by adopting a broad array of innovative cloud-based models – including Platform as a Service (PaaS), [removed: Software as a Service (“SaaS”)] [added: SaaS] and Infrastructure as a Service (IaaS) – and an expanding range of cloud-based services that host key applications, store data, enable the viewing and downloading of content, and utilize on-demand computing resources.

[removed: - *Over-the-Top (“OTT”) Services and] [added: *•High Definition] Video [removed: Streaming*.][added: Streaming and Over-the-Top (“OTT”) Services*.]

[removed: - *Mobile Traffic and Fifth-Generation Wireless Broadband (“5G”).*] [added: *•Mobile Traffic.*] Traffic from mobile web applications, including video, internet, and data services, has expanded with the continued proliferation of smartphones and other wireless devices.

In recent years there has been a shift in bandwidth demands, traffic patterns, and computing functions to the edge of [removed: networks, including due to increases in remote and hybrid working and distance learning.][added: networks.]

We believe that [removed: increased adoption of] these [added: and other emerging] technologies, services, and [removed: applications] [added: applications,] and their [added: associated] performance [removed: requirements] [added: requirements,] will further increase network traffic and place additional service challenges on network infrastructures.

In the face of [removed: intense competition and disruptive business models, communications] [added: increasing demands on their networks,] service providers globally are engaging in large network transformation efforts that aim to simplify and reduce operational costs and create agile, software-driven platforms from which to develop new revenue-generating services.

[removed: The goal] [added: As part] of these [removed: initiatives is] [added: efforts, service providers are reimagining legacy processes, automation, and AI in their network infrastructure] to enhance customer loyalty, [removed: create a more digital experience for their end users,] reduce operational complexity and costs, and introduce greater [removed: service] agility.

We believe that adoption of these network transformation strategies [removed: around OSS] and [removed: BSS, and] the related evolution of core, metro, aggregation and access network infrastructures, will require network operators and their network solutions vendors [removed: increasingly] to [removed: look to] [added: increasingly] utilize [removed: an ecosystem of cloud-native software, consulting and delivery services, and software-optimized and controlled physical] [added: software-enabled automation] and [removed: virtual network resources.][added: AI.]

[removed: *Different Approaches] [added: *Approaches] to Design and [removed: Procure] [added: Procurement of] Network [removed: Infrastructure Solutions*][added: Infrastructure*]

[removed: Network] [added: For the past several years, certain network] operators [removed: are] [added: have been] pursuing a diverse range of approaches, or “consumption models,” in their design and procurement of network infrastructure solutions.

In addition to purchasing fully integrated network solutions [removed: including] [added: that include] hardware, software and services from the same vendor, new consumption models [removed: include the procurement] [added: have emerged that have separated] or [removed: use of:][added: disaggregated hardware from software.]

The consumption models that ultimately emerge [removed: and their level of adoption] will depend [removed: in significant part] [added: heavily] on the circumstances and strategies of certain network operators.

[removed: While the adoption of these approaches has been limited to date, we] [added: We] expect that [removed: continued] customer consideration of a variety of consumption models will require network operators and vendors [removed: alike] to [removed: assess, and possibly broaden,] [added: broaden] their offerings and commercial [removed: models over time.][added: models.]

We [removed: expect] [added: believe] this dynamic will [added: ultimately] place a premium on a vendor’s ability to provide a range of network solutions [removed: with the maximum amount of flexibility] and [removed: choice.][added: underlying technologies.]

[removed: *Deliver Innovative Global Services.* Underpinning all aspects of our portfolio is our] [added: We offer a] broad suite of [removed: value-added global] services that help our customers to build, operate, and improve their networks.

We sell our product and service solutions through direct and indirect sales channels to [removed: network operators in] the following customer and market segments:

- [removed: *Communications Service] [added: *Service] Providers.* Our communications service provider [added: (“service provider”)] customers include regional, metro, national and international wireline and wireless carriers, [added: submarine network operators,] and access network providers.

- *Cloud Providers.* Our cloud provider customers – also referred to in our markets as [removed: web-scale or] [added: web-scale,] hyper-scale [added: or neo-scale] providers – include internet content providers and providers of internet services and infrastructure, including data centers, cloud compute, [removed: SaaS,] [added: Software as a Service (“SaaS”),] storage, AI, and web hosting services.

In addition to their direct purchases, these customers [removed: are] [added: have] also [added: been] significant purchasers of capacity on [added: service provider] submarine and wireline networks globally, and [removed: they] [added: have] heavily [removed: influence] [added: influenced] networking solution [removed: alternatives] [added: demand and technology and architecture adopted] by [removed: other network operators, including communications] service providers.

Our portfolio of products and [removed: services, which is designed to enable our Adaptive Network vision,] [added: services] includes the solutions described below within our Networking Platforms, Platform Software and Services, Blue Planet Automation Software and Services, and Global Services operating segments.

Our Optical Networking portfolio includes a range of products [removed: and solutions] that use our WaveLogic coherent optical [removed: technology and our] [added: technology,] intelligent photonics solutions and [removed: are optimized for the convergence of coherent optical transport, open] [added: other key components, including lasers, modulators,] optical [removed: networking, Optical Transport Network (“OTN”) switching] [added: amplifiers,] and [removed: IP routing] [added: wavelength multiplexers for efficient signal transmission] and [removed: switching.][added: management.]

[removed: Our 6500] [added: - *6500] Packet-Optical [removed: Platform provides a flexible and scalable converged] [added: Platform.* A] multi-layer transport solution that adds capacity to core, regional, metro and submarine networks and enables efficient data transport at high transmission speeds.

This platform provides [removed: leading] coherent wavelength capacities, [removed: from 100 gigabits per second (“100G”) to 1.6 terabits per second (“1.6T”),] along with a flexible photonic layer and multi-layer control plane [removed: capabilities for scale and service differentiation.][added: capabilities.]

[removed: Our Waveserver® family of products consists of compact,] [added: - *Waveserver*® *system.* Compact,] modular interconnect platforms that allow network operators to scale bandwidth and support high-bandwidth interconnect applications, [removed: such as high-speed data transfer from 100G to 1.6T, content delivery,] including encrypted data transfer between data centers.

Waveserver is [removed: purpose-built] [added: designed] to address disaggregated transponder, data [removed: center] [added: center,] and general space-constrained applications, using a small footprint and low power design.

[removed: We also offer footprint-optimized coherent pluggable transceivers, which] [added: - *Coherent Pluggable Transceivers.* Footprint-optimized transceivers that] utilize our WaveLogic technology, to address next-generation access, metro, regional and data center interconnect network applications, [removed: which are supported across both] [added: for use within] our systems and third-party equipment.

These products [removed: route, aggregate,] [added: are often combined] and [removed: switch IP-based traffic to support] [added: sold as solutions that address network] applications including [removed: IP services,] [added: next-generation metro, access and aggregation, or “edge” networks,] Ethernet business services, cell site routing, [removed: mobile cross-haul, converged haul, 5G,] fiber-based access networks, and residential broadband access.

[removed: Our 3000] [added: - *3000] family of Service Delivery Platforms and [removed: our] 5000 family of Service Aggregation [removed: Platforms] [added: Platforms.* These platforms] support network access and aggregation, respectively, and [removed: have been principally deployed to] support IP and Ethernet business services, wireless [removed: front haul,] [added: fronthaul,] backhaul, and [removed: mid-backhaul] [added: midhaul] applications, and residential broadband applications.

[removed: Our 8100] [added: - *8100] Coherent Routing [added: platforms.* These] platforms combine high-capacity multi-terabit IP routing and switching [removed: from 1 gigabit ethernet (“GbE”) to 400GbE] with [removed: high capacity WaveLogic 5 Nano] [added: high-capacity] coherent optical transport [removed: from 100/200/400GbE] for next-generation metro and edge applications.

[removed: Our Vyatta virtual routing and switching technology and products include] [added: - *Virtualization Software.* Includes] a cloud-grade router and software for enterprise and cloud networks that enable hardware-like routing performance for enterprises across multi-cloud and virtualized edge networks.

Our software offerings also include our Platform Software, which [removed: provides] [added: provide] domain control management, analytics, data and planning tools and applications to assist customers in managing their networks, including by creating more efficient operations and more proactive visibility into their networks.

[removed: Navigator NCS] [added: This] software [added: solution] provides intelligent, multi-layer network control of our routing, switching and optical solutions, enabling simplification, [removed: acceleration] [added: acceleration,] and automation of multi-layer network operations.

To complement our software portfolio, we offer a range of related services that include professional [removed: services for solution customization and OSS integration, software and solution support] services, consulting and design, and technical support relating to our [added: Blue Planet] software offerings.

The [removed: Blue Planet Automation Software] portfolio allows operators to fulfill services rapidly and to meet end-customer quality-of-experience expectations through an entire services lifecycle approach.

[added: It also advances network operators towards] their vision of self-healing and self-optimizing networks through closed loop automation.

- [removed: *Operate.*] [added: *Maintenance, Support and Learning.*] Maintenance [added: and support] services that provide end-to-end support for network hardware and software, and managed services to [removed: provide management of] [added: coordinate] network infrastructure [removed: operations; and][added: operations.]

Complementing our Networking Platforms, we offer Platform Software, which delivers multi-layer domain control and operations for network operators, and Blue Planet® Automation Software, which enables service lifecycle management automation with productized operational support systems (“OSS”) across domains and vendors.

Industry and Market

*Customers*

In recent years, service providers have offered managed optical fiber networks (MOFN) arrangements to cloud providers who, driven by the need to add capacity quickly and to address restrictions in some jurisdictions on fiber ownership, lease or otherwise acquire dedicated, high-performance connectivity without needing to manage the physical infrastructure themselves.

- *Other Customers.* Our customers also include cable and multiservice operators (MSOs), governments, research and education network operators, and enterprises.

*Market Dynamics*

*Demand for Increased Capacity*

Networks continue to experience strong demand for increased bandwidth due to traffic growth, primarily driven by the impact of AI on networks.

*Impact of AI on Networks*.

Unprecedented AI workloads are driving substantial changes in how compute and networking infrastructure are designed and operated, and creating greater demands for high-speed connectivity.

Training large-scale AI and foundation models requires massive, coupled GPU clusters that require immense bandwidth, low latency, and power efficiency.

These growing demands are influencing data center locations and contributing to greater geographic distribution of training workloads.

At the same time, the need to monetize AI infrastructure investment and deploy models at scale is making inferencing a primary driver of low-latency, high-capacity networking investment across regions and edge locations, closer to end users.

Collectively, these trends are accelerating demand for high bandwidth, low-latency and energy-efficient network solutions in and around data centers and across the wide area network.

Other services, technologies, and customer needs driving demand for increased bandwidth include:

*•Network Densification*.

Disaggregated hardware architectures have emerged whereby a network operator may use a line system from one vendor and modem technology from a different vendor.

Similarly, with small form factor pluggable modems technology, a network operator can purchase the switch or routing platform from one vendor and modem technology from a different vendor.

Certain network operators are seeking to procure underlying technologies within network solutions to allow them to work with other design and manufacturing partners.

Our strategy is to build on and expand our global leadership in optical networking to drive sustainable, profitable growth while expanding our reach into complementary, high-growth markets and applications.

We are focused on helping customers transform their networks to enable enhanced network capacity, service delivery, and automation and to meet accelerating demand for bandwidth and digital services.

This strategy leverages our optical leadership, routing and switching capabilities, automation software, and services.

We work to execute this strategy across five core pillars:

*Expand Leadership in Optical Networking Systems.* At the heart of our business is our industry-leading portfolio of optical transport and switching systems, powered by our proprietary WaveLogic™ coherent modem technology and supported by our advanced photonic line systems.

These systems deliver network performance, scalability, energy efficiency, and operational simplicity across long-haul, submarine, metro, and regional networks and data center interconnect.

This includes products supported by our WaveLogic Extreme technology, which delivers optimized performance, and our next-generation photonic line systems, which enable flexible architectures for both new and expanded network deployments.

Through innovations in line system architectures, space and power optimization, and software-driven control, our optical platforms allow customers to meet increased growth in high-capacity services efficiently and sustainably.

*Scale Market Presence with Interconnect Modules.* A key element of our growth strategy is to expand our market relevance inside and around the data center.

Accordingly, we are increasingly prioritizing technology development that addresses the interconnection of data centers (“DCI”) and data center campuses, as well as scale up, scale out, and scale across solutions that address intra-rack, inter-rack and inter-data center connectivity.

This includes products supported by our WaveLogic Nano technology, which supports ultra-high speed connections for AI infrastructure and delivers compact coherent connectivity for metro, regional, and DCI environments.

We also offer specialized electrical and optical interconnect pluggables and other components, including new technology solutions from our acquisition of Nubis Communications, Inc. (“Nubis”) during the fourth quarter of fiscal 2025.

*Grow Addressable Market in Next-Generation Metro and Edge Networking.* We are extending our solutions into metro and edge architectures by integrating Internet Protocol (“IP”) routing with coherent optical technologies.

These solutions enable operators to achieve improved network effectiveness, including with respect to power and space, and reduce the total cost of ownership.

And, in addition to using our passive optical networking (“PON”) technologies for enterprise and residential broadband applications, we have expanded their use into data center-related applications, including out-of-band data center management (“DCOM”), a low-latency independent management plane used to remotely manage and troubleshoot data center infrastructure that provides operational, power and space benefits to data center operators.

*Drive Software-Led Transformation.* We are committed to meeting network operators’ needs for increasing automation, programmability, and intelligence across networks, including through our primary off-box software platforms.

Our Navigator NCS software, Adaptive IP capabilities embedded in our platforms, and Blue Planet® software enable network operators to automate lifecycle management, orchestrate across multi-vendor environments, and evolve toward service-ready networks.

We also seek to increase the overall proportion of our revenue derived from software by aligning opportunities and facilitating collaboration across our sales teams.

*Deliver Innovative Global Services.* We are working to expand our services portfolio, which supports customers with network planning and design, multivendor migration, deployment, and optimization.

By engaging closely with customers, we seek to deliver advanced, tailored services designed to modernize and transform their networks, to maximize the value of their investments, and to accelerate time-to-market for new capabilities.

At the same time, we are investing in our services capabilities, with greater tools for automation, adoption of AI, and delivery capabilities.

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.

By using our network solutions to transform network infrastructures into dynamic, programmable environments driven by automation and analytics, we believe network operators can realize greater business agility, adapt dynamically to changing end-user service demands, rapidly introduce new revenue-generating services, and scale networks to meet increased traffic demands.

Our solutions are also designed to enable network operators to gain valuable, real-time network insights, allowing them to optimize network performance and maximize the return on their network infrastructure investment.

Our Optical Networking portfolio includes products that support long haul and regional networks, submarine and data center interconnect networks, and metro and edge networks.

Our Routing and Switching portfolio includes products and solutions that enable efficient Internet Protocol (“IP”) transport in next-generation metro core, aggregation, and access networks, including converged IP, optical, and fiber-based broadband access applications.

To complement our Networking Platforms, we offer Platform Software, which includes our Navigator Network Control Software (“Navigator NCS”) (formerly known as Manage, Control and Plan (“MCP”)) 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 (“OSS”), including inventory, orchestration, and assurance solutions that help our customers to achieve closed loop automation across multi-vendor and multi-domain environments.

These include network transformation, consulting, implementation, systems integration, maintenance, network operations center (NOC) management, learning, and optimization services.

Industry Background

*Network Traffic Growth and Increased Capacity Requirements*

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

Optical networks – which carry video, data, and voice traffic by encoding digital information on multiple wavelengths of light traveling across fiber optic cables – continue to experience strong demand for increased bandwidth due to traffic growth.

This network traffic growth is being driven by a diverse set of communications services that often require on-demand service levels by enterprise and consumer end users, as well as cloud-based and AI services and applications:

- *Generative AI (“Gen-AI”).* In recent periods, Gen-AI platforms have experienced rapid and unprecedented user adoption with a notable array of new offerings entering the market across a diverse set of use cases.

Gen-AI presents significant opportunities for businesses and other users to automate tasks, augment creativity, and improve operational efficiency.

Given the Gen-AI adoption trajectory to date, and its potential to be a significant contributor to innovation and productivity, Gen-AI has been and will likely continue in future periods to be a significant stimulant or accelerator of network demand, both inside and outside of the data center.

5G technology is further enabling meaningful increases in bandwidth and performance and enabling emerging applications and services that 4G/LTE networks cannot support.

To fully capitalize on these opportunities, network operators will need to consider the demands that 5G technology will place on their wireline infrastructures.

*•Machine Learning (“ML”) and AI.* By enhancing network intelligence and automation, ML and AI can enable improvements in network planning, operations, user experience and trouble resolution.

Adoption of these technologies is expected to continue to increase as the IoT expands and additional services are created, and ML and AI are expected to continue to serve as drivers of further network traffic and solutions innovation, including driving bandwidth demands in various industries, including manufacturing, research and development, robotics, security, healthcare, and transportation.

- *Fiber-Based Access Networks - Residential and Enterprise*.

Network densification initiatives by cable and multiservice operators seek to push more digital fiber closer to the end user in an effort to increase potential bandwidth, computing capability and data speeds to homes and enterprises, while decreasing power, space, and operating costs.

In addition, a growing number of governments around the world are investing in rolling out access networks to underserved communities as part of an effort to bridge the digital divide.

Emerging technologies, services, and applications are further impacting, or are expected to impact, network infrastructures, particularly at the edge of networks, where increased computing power and automation are required to meet the quality of experience required by end users.

Examples of these include:

- *Internet of Things (“IoT”)*.

As networked connections between devices and servers grow, machine-to-machine-related traffic (“M2M”) is expected to represent an increasing portion of traffic.

These connections allow sharing of data that can be monitored and analyzed, including in smart grid applications, health care and safety monitoring, resource and

inventory management, home entertainment, consumer appliances, connected transportation and other M2M data applications.

- *Immersive Technologies and Ultra-High Definition Video (“UHD”).* Immersive technologies like virtual reality (VR), augmented reality (AR), interactive experiences, gaming, and 360° video, as well as UHD (4K and 8K) video, are placing or likely to place further capacity demands on networks as adoption of these technologies grows.

Consumer electronics and other technology companies are rapidly advancing these applications, which require high bandwidth and low latency, and are making the associated devices more widely available and affordable to consumers.

- *Edge Computing*.

To provide end users with the required experience for a growing set of immersive cloud services, network operators have increased, and are expected to continue to increase, the number and capabilities of edge computing locations to allow these latency-sensitive workloads to be processed closer to users.

These changes at the edge of networks may affect network topologies, demands, and traffic patterns.

As part of these efforts, providers are reimagining legacy processes and software in their business support systems (“BSS”) and operations support systems (“OSS”) and redefining how they want these software platforms to interact with network infrastructure.

As a result, we expect that network operators will continue to pursue strategies that better leverage AI, automation, consulting services, analytics, and software control capabilities in an effort to achieve this transformation.

We expect that service providers will also pursue closed loop automation between their software operations platforms and network infrastructure.

Closed loop automation is a continuous cycle of communications between the programmable network infrastructure and software control elements to analyze network conditions, traffic demands, and resource availability to determine the best placement of traffic or network functions to deliver optimal service quality and resource utilization.

We expect that these network architectural approaches, in turn, will require an increased degree of cooperation, collaboration and interoperability among networking solutions vendors.

- a fully integrated infrastructure solution from one vendor with the separate use of a network operator’s own software or that of another vendor;

The information set forth under the heading “Litigation” in [Note [removed: 26](#ic6552f1a443249e1892c80545873e90a_160)] [added: 26](#i51f7cdb3821c4ce0bcc29339657955f8_160)] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report, is incorporated herein by reference.

| | | | | | | For the fiscal year ended | | | November [removed: 2, 2024] [added: 1, 2025] | | |

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant as of [removed: April 26, 2024,] [added: May 3, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $6.7] [added: $10.3] billion based on the closing price of the Common Stock on the New York Stock Exchange on that date.

The number of shares of the registrant’s Common Stock outstanding as of December [removed: 13, 2024] [added: 5, 2025] was [removed: 142,115,595.][added: 140,854,735.]

Part III of [removed: the] [added: this annual report on] Form 10-K [added: (the “annual report”)] incorporates by reference certain portions of the registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which is expected to be filed with the Commission not later than 120 days after the end of the fiscal year covered by this annual report.

FOR FISCAL YEAR ENDED NOVEMBER [removed: 2, 2024][added: 1, 2025]

| [Item 1. [removed: Business](#ic6552f1a443249e1892c80545873e90a_13)] [added: Business](#i51f7cdb3821c4ce0bcc29339657955f8_13)] | | | [removed: [6](#ic6552f1a443249e1892c80545873e90a_13)] [added: [4](#i51f7cdb3821c4ce0bcc29339657955f8_13)] | | |

| [Item 1A. Risk [removed: Factors](#ic6552f1a443249e1892c80545873e90a_16)] [added: Factors](#i51f7cdb3821c4ce0bcc29339657955f8_16)] | | | [removed: [23](#ic6552f1a443249e1892c80545873e90a_16)] [added: [14](#i51f7cdb3821c4ce0bcc29339657955f8_16)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ic6552f1a443249e1892c80545873e90a_19)] [added: Comments](#i51f7cdb3821c4ce0bcc29339657955f8_19)] | | | [removed: [42](#ic6552f1a443249e1892c80545873e90a_19)] [added: [22](#i51f7cdb3821c4ce0bcc29339657955f8_19)] | | |

| [Item 1C. [removed: Cybersecurity](#ic6552f1a443249e1892c80545873e90a_1738)] [added: Cybersecurity](#i51f7cdb3821c4ce0bcc29339657955f8_22)] | | | [removed: [42](#ic6552f1a443249e1892c80545873e90a_1738)] [added: [22](#i51f7cdb3821c4ce0bcc29339657955f8_22)] | | |

| [Item 2. [removed: Properties](#ic6552f1a443249e1892c80545873e90a_22)] [added: Properties](#i51f7cdb3821c4ce0bcc29339657955f8_25)] | | | [removed: [43](#ic6552f1a443249e1892c80545873e90a_22)] [added: [24](#i51f7cdb3821c4ce0bcc29339657955f8_25)] | | |

| [Item 3. Legal [removed: Proceedings](#ic6552f1a443249e1892c80545873e90a_25)] [added: Proceedings](#i51f7cdb3821c4ce0bcc29339657955f8_28)] | | | [removed: [45](#ic6552f1a443249e1892c80545873e90a_25)] [added: [24](#i51f7cdb3821c4ce0bcc29339657955f8_28)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ic6552f1a443249e1892c80545873e90a_28)] [added: Disclosures](#i51f7cdb3821c4ce0bcc29339657955f8_31)] | | | [removed: [45](#ic6552f1a443249e1892c80545873e90a_28)] [added: [24](#i51f7cdb3821c4ce0bcc29339657955f8_31)] | | |

| [Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic6552f1a443249e1892c80545873e90a_34)] [added: Securities](#i51f7cdb3821c4ce0bcc29339657955f8_37)] | | | [removed: [45](#ic6552f1a443249e1892c80545873e90a_34)] [added: [24](#i51f7cdb3821c4ce0bcc29339657955f8_37)] | | |

| [Item 6. [removed: \[Reserved\]](#ic6552f1a443249e1892c80545873e90a_37)] [added: \[Reserved\]](#i51f7cdb3821c4ce0bcc29339657955f8_40)] | | | [removed: [46](#ic6552f1a443249e1892c80545873e90a_37)] [added: [25](#i51f7cdb3821c4ce0bcc29339657955f8_40)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic6552f1a443249e1892c80545873e90a_40)] [added: Operations](#i51f7cdb3821c4ce0bcc29339657955f8_43)] | | | [removed: [47](#ic6552f1a443249e1892c80545873e90a_40)] [added: [26](#i51f7cdb3821c4ce0bcc29339657955f8_43)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#ic6552f1a443249e1892c80545873e90a_55)] [added: Risk](#i51f7cdb3821c4ce0bcc29339657955f8_58)] | | | [removed: [62](#ic6552f1a443249e1892c80545873e90a_55)] [added: [38](#i51f7cdb3821c4ce0bcc29339657955f8_58)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ic6552f1a443249e1892c80545873e90a_58)] [added: Data](#i51f7cdb3821c4ce0bcc29339657955f8_61)] | | | [removed: [63](#ic6552f1a443249e1892c80545873e90a_58)] [added: [39](#i51f7cdb3821c4ce0bcc29339657955f8_61)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic6552f1a443249e1892c80545873e90a_172)] [added: Disclosure](#i51f7cdb3821c4ce0bcc29339657955f8_172)] | | | [removed: [110](#ic6552f1a443249e1892c80545873e90a_172)] [added: [82](#i51f7cdb3821c4ce0bcc29339657955f8_172)] | | |

| [Item 9A. Controls and [removed: Procedures](#ic6552f1a443249e1892c80545873e90a_175)] [added: Procedures](#i51f7cdb3821c4ce0bcc29339657955f8_175)] | | | [removed: [110](#ic6552f1a443249e1892c80545873e90a_175)] [added: [82](#i51f7cdb3821c4ce0bcc29339657955f8_175)] | | |

| [Item 9B. Other [removed: Information](#ic6552f1a443249e1892c80545873e90a_178)] [added: Information](#i51f7cdb3821c4ce0bcc29339657955f8_178)] | | | [removed: [110](#ic6552f1a443249e1892c80545873e90a_178)] [added: [82](#i51f7cdb3821c4ce0bcc29339657955f8_178)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#ic6552f1a443249e1892c80545873e90a_184)] [added: Inspection](#i51f7cdb3821c4ce0bcc29339657955f8_184)] | | | [removed: [111](#ic6552f1a443249e1892c80545873e90a_184)] [added: [84](#i51f7cdb3821c4ce0bcc29339657955f8_184)] | | |

| [PART [removed: III](#ic6552f1a443249e1892c80545873e90a_187)] [added: III](#i51f7cdb3821c4ce0bcc29339657955f8_187)] | | | | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ic6552f1a443249e1892c80545873e90a_190)] [added: Governance](#i51f7cdb3821c4ce0bcc29339657955f8_190)] | | | [removed: [112](#ic6552f1a443249e1892c80545873e90a_190)] [added: [85](#i51f7cdb3821c4ce0bcc29339657955f8_190)] | | |

| [Item 11. Executive [removed: Compensation](#ic6552f1a443249e1892c80545873e90a_193)] [added: Compensation](#i51f7cdb3821c4ce0bcc29339657955f8_193)] | | | [removed: [112](#ic6552f1a443249e1892c80545873e90a_193)] [added: [85](#i51f7cdb3821c4ce0bcc29339657955f8_193)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic6552f1a443249e1892c80545873e90a_196)] [added: Matters](#i51f7cdb3821c4ce0bcc29339657955f8_196)] | | | [removed: [112](#ic6552f1a443249e1892c80545873e90a_196)] [added: [85](#i51f7cdb3821c4ce0bcc29339657955f8_196)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ic6552f1a443249e1892c80545873e90a_199)] [added: Independence](#i51f7cdb3821c4ce0bcc29339657955f8_199)] | | | [removed: [112](#ic6552f1a443249e1892c80545873e90a_199)] [added: [85](#i51f7cdb3821c4ce0bcc29339657955f8_199)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#ic6552f1a443249e1892c80545873e90a_202)] [added: Services](#i51f7cdb3821c4ce0bcc29339657955f8_202)] | | | [removed: [112](#ic6552f1a443249e1892c80545873e90a_202)] [added: [85](#i51f7cdb3821c4ce0bcc29339657955f8_202)] | | |

| [PART [removed: IV](#ic6552f1a443249e1892c80545873e90a_205)] [added: IV](#i51f7cdb3821c4ce0bcc29339657955f8_205)] | | | | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#ic6552f1a443249e1892c80545873e90a_208)] [added: Schedules](#i51f7cdb3821c4ce0bcc29339657955f8_208)] | | | [removed: [113](#ic6552f1a443249e1892c80545873e90a_208)] [added: [86](#i51f7cdb3821c4ce0bcc29339657955f8_208)] | | |

| [Item 16. Form 10-K [removed: Summary](#ic6552f1a443249e1892c80545873e90a_211)] [added: Summary](#i51f7cdb3821c4ce0bcc29339657955f8_211)] | | | [removed: [113](#ic6552f1a443249e1892c80545873e90a_211)] [added: [86](#i51f7cdb3821c4ce0bcc29339657955f8_211)] | | |

| [removed: [Signatures](#ic6552f1a443249e1892c80545873e90a_214)] [added: [Signatures](#i51f7cdb3821c4ce0bcc29339657955f8_214)] | | | [removed: [114](#ic6552f1a443249e1892c80545873e90a_214)] [added: [87](#i51f7cdb3821c4ce0bcc29339657955f8_214)] | | |

| [Index to [removed: Exhibits](#ic6552f1a443249e1892c80545873e90a_217)] [added: Exhibits](#i51f7cdb3821c4ce0bcc29339657955f8_217)] | | | [removed: [115](#ic6552f1a443249e1892c80545873e90a_217)] [added: [88](#i51f7cdb3821c4ce0bcc29339657955f8_217)] | | |

These statements may relate to, among other things: our competitive landscape; market conditions and growth opportunities; factors impacting our industry and markets, including macroeconomic conditions and global supply chain constraints; factors impacting the businesses of network operators, their network architectures and their adoption of next-generation network infrastructures; our strategy, including our research and development, supply chain and go-to-market initiatives and our efforts to increase the reach of our business into new or growing product, customer and geographic markets; our order volumes, backlog and seasonality in our business; expectations for our financial results, revenue, gross margin, operating expense and key operating measures in future periods; the adequacy of our sources of liquidity to satisfy our working capital needs, capital expenditures and other liquidity requirements; cybersecurity events; business initiatives including information technology (“IT”) and [removed: environmental, social and governance (“ESG”)] [added: responsible business] initiatives; the impact of changes in tax law and our effective tax rates; and market risks associated with financial instruments and foreign currency exchange rates.

Unless the context requires otherwise, references in this annual report to “Ciena,” the “Company,” “we,” [removed: “us”] [added: “us,”] and “our” refer to Ciena Corporation.*


| [PART I](#i51f7cdb3821c4ce0bcc29339657955f8_10) | | | | | |

| [PART II](#i51f7cdb3821c4ce0bcc29339657955f8_34) | | | | | |

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

| [PART I](#ic6552f1a443249e1892c80545873e90a_10) | | | | | |

| [PART II](#ic6552f1a443249e1892c80545873e90a_31) | | | | | |

Risk Factors Summary

Investing in our securities involves a high degree of risk.

The following is a summary of the principal factors that make an investment in our securities speculative or risky, as more fully described below in the section titled “Risk Factors.” This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business.

In addition to this summary, you should consider the information set forth in the “Risk Factors” section and the other information contained in this annual report before investing in our securities.

*Risks Related to Our Business and Industry*

- Our revenue, gross margin, and operating results can fluctuate significantly from quarter to quarter and, if we are not able to secure order growth, our revenue may not reach the levels we anticipate.

- A small number of customers account for a significant portion of our revenue.

The loss of one or more of these customers, or a significant reduction in their spending, could have a material adverse effect on our business and results of operations.

- We face intense competition that could impact our sales and results of operations.

We expect our competitive landscape to continue to broaden as we seek to expand our addressable market and solutions portfolio.

- Our failure to invest in the right technologies or to get an adequate return on such research and development investment could adversely affect our revenue and profitability.

- We have no guaranteed purchases and regularly must re-win business with existing customers.

- Network equipment sales often involve lengthy sales cycles and protracted contract negotiations that may require us to agree to commercial terms or conditions that negatively affect pricing, risk allocation, payment and the timing of revenue recognition.

- Accurately matching necessary inventory levels to customer demand within the current environment is challenging, and we may incur additional costs or be required to write off significant inventory that would adversely impact our results of operations.

- If we are unable to adapt our business and solutions offerings to the evolving consumption models of our customers, our competitive position and results of operations could be adversely affected.

- As we introduce technologies that enable us to enter into new markets, we may experience difficulty monetizing these new solutions and be exposed to increased or new forms of competition.

- Our go-to-market activities and the distribution of our WaveLogic coherent modem technology within the market for high-performance transceivers/modems could expose us to increased competition and poses other risks that could adversely affect our existing systems business or results of operations.

- Supply chain challenges and constraints, including for semiconductor components, could adversely impact our growth, gross margins and financial results.

- Our exposure to the credit risks of our customers and resellers may make it difficult to collect receivables and could adversely affect our revenue and operating results.

- We may be required to write down the value of certain significant assets, which would adversely affect our operating results.

- Problems affecting the performance, interoperability, reliability or security of our products could damage our business reputation and negatively affect our results of operations.

- Strategic acquisitions and investments could disrupt our operations and may expose us to increased costs and unexpected liabilities.

- Emerging issues related to the development and use of AI could give rise to legal or regulatory action, damage our reputation, or otherwise materially harm of our business.

*Risks Relating to the Macroeconomic Environment and our Global Presence*

- Our business and operating results could be adversely affected by unfavorable changes in macroeconomic and market conditions and any reduction in the level of customer spending in response.

- The international scale of our sales and operations exposes us to additional risk and expense that could adversely affect our results of operations.

- Efforts to increase our sales and capture market share in targeted international markets may be unsuccessful.

- We may be adversely affected by fluctuations in currency exchange rates.

*Risks Related to Our Operations and Reliance on Third Parties*

- We may experience delays in the development and production of our products that may negatively affect our competitive position and business.

- We rely on third-party contract manufacturers, and our business and results of operations may be adversely affected by risks associated with their businesses, financial condition, and the geographies in which they operate.

- Our reliance on third-party component suppliers, including sole and limited source suppliers, exposes our business to additional risk, including risk relating to our suppliers’ businesses and financial position and risks arising as a result of geopolitical events, and could limit our sales, increase our costs and harm our customer relationships.

- We rely on third-party resellers, distributors and service partners, and our failure to manage these relationships effectively could adversely affect our business, results of operations, and relationships with our customers.

- We may be exposed to unanticipated risks and additional obligations in connection with our resale of complementary products or technology of other companies.

- Growth of our business is dependent on the proper functioning and scalability of our internal business processes and information systems.

Adoption of new systems, modifications or interruptions of services may disrupt our business, processes and internal controls.

- Restructuring activities could disrupt our business and affect our results of operations.

Our Chief Information Security Officer (“CISO”), who reports directly to our [removed: Chief Financial Officer,] [added: General Counsel,] is primarily responsible for assessing cybersecurity risks and managing our cybersecurity program on a day-to-day basis, with support from other members of senior management.

We also maintain a Security Advisory Committee (“SAC”), which is chaired by our [removed: Chief Financial Officer] [added: General Counsel] and composed of members of executive leadership and other functional leaders, including our [removed: General Counsel,] [added: Chief Financial Officer,] CISO, Chief Digital Information Officer, and Vice President of Internal Audit.

The potential risk and impact of [removed: any such event] [added: certain events] is evaluated by a cross-functional team that includes members of our Security Team, legal department and other business functions as necessary and appropriate.

The CISO, on a quarterly basis, generally provides the Audit Committee a summary of relevant cybersecurity events, with certain events escalated to the Audit [removed: Committee] [added: Committee, or Board of Directors,] outside of these quarterly meetings depending upon their nature.

The Audit Committee is responsible for overseeing cybersecurity, data [removed: privacy] [added: privacy,] and information technology-related programs, policies and other efforts to manage or mitigate cybersecurity risks.

The safeguarding of information systems, that [removed: house] [added: store] employee and customer data, and proprietary information, are of paramount importance to us, our business and our reputation.

We [added: strive to] maintain a robust and proactive enterprise cybersecurity program designed to identify, assess and manage cybersecurity risks that may impact our business or assets.

Our program is also informed by various legal [removed: requirements] [added: requirements,] including contractual requirements from our customers.

[added: We] also employ a range of tools and services, including regular network and endpoint monitoring, penetration testing, and vulnerability assessments, to inform our risk identification and management strategy.

This includes regular exercises to simulate and detect phishing attempts, various awareness and communication [removed: initiatives] [added: initiatives,] and required online security awareness training at the time of hire and generally on an annual basis thereafter.

Additional information about cybersecurity risks we face is discussed in Item 1A of Part I of this annual report, “Risk Factors,” including under the heading [removed: “Data security breaches and cyber-attacks targeting our enterprise technology environment and assets] [added: “Cyber-attacks] could compromise our [removed: intellectual property,] technology [removed: or other sensitive information] and [removed: could cause significant damage to] [added: information, damaging] our [removed: business,] [added: business and] reputation and [removed: operational capacity,”] [added: disrupting our operations,”] which should be read in conjunction with the information above.

We

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

As of November [removed: 2, 2024,] [added: 1, 2025,] all of our properties are leased, and we do not own any real property.

Our corporate headquarters are located in [removed: one building in Hanover, Maryland.][added: Maryland, United States.]

*Ottawa Leases.* [removed: On October 23, 2014, Ciena Canada, Inc.] [added: We] entered into an 18-year lease agreement [added: in October 2014] for [removed: the] [added: an] office building located [removed: at 5050 Innovation Drive,] [added: in,] Ottawa, Canada, consisting of a rentable area of approximately 170,000 square feet.

In addition, [removed: on April 15, 2015, Ciena Canada, Inc.] [added: we] entered into a 15-year lease agreement [added: in April 2015] for two [removed: new office buildings] adjacent [removed: to the building at 5050 Innovation Drive, located at 383 and 385 Terry Fox Drive, Ottawa, Canada,] [added: office buildings,] consisting of a rentable area of approximately 255,000 square feet.

*Gurgaon Leases.* We lease two office buildings in Gurgaon, India consisting of a rentable area of approximately 282,000 square feet, which expire in our fiscal 2026.

In April 2025, we entered into a lease agreement for up to ten years for two new office buildings located in Gurgaon, India, consisting of a rentable area of approximately 177,000 square feet and expected to be occupied in the first half of our fiscal 2026.

We also lease smaller engineering facilities in the United States, Canada, and Europe.

In addition, we lease various smaller offices in regions throughout the world to support our sales and services operations.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

*Hanover, Maryland Headquarters Lease*.

We entered into an agreement dated November 3, 2011, with W2007 RDG Realty, L.L.C. relating to a 15-year lease of office space for our corporate headquarters in Hanover, Maryland, consisting of an agreed-upon rentable area of approximately 88,000 square feet.

*Gurgaon Leases*.

On August 13, 2020, Ciena India Pvt.

Ltd. extended our rental agreement for five years for an office building located at Plot No. 13, Echelon Institutional Sector 32, Gurgaon, which is adjacent to another building rented by Ciena India Pvt.

Ltd., located at Plot No. 14, Echelon Institutional Sector 32, Gurgaon.

The Gurgaon offices consist of a rentable area of approximately 282,000 square feet.

As of December [removed: 13, 2024,] [added: 5, 2025,] there were approximately [removed: 652] [added: 600] holders of record of our common stock and [removed: 142,115,595] [added: 140,854,735] shares of common stock outstanding.

The following table provides a summary of repurchases of our common stock during the fourth quarter of fiscal [removed: 2024:][added: 2025:]

(1) On [removed: December 9, 2021,] [added: October 2, 2024,] we announced that our Board of Directors had authorized a program to repurchase up to $1.0 billion of our common [removed: stock.][added: stock, which replaced in its entirety the previous stock repurchase program.]

During the fourth quarter of fiscal [removed: 2024,] [added: 2025,] we repurchased [removed: $132.0] [added: $84.5] million of our common stock under such stock repurchase [removed: program which completed] [added: program, and we had $670.3 million remaining under] the [removed: authorized repurchases contemplated thereunder.][added: current repurchase authorization as of November 1, 2025.]

The following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P North American Technology-Multimedia Networking Index and the Russell 1000 Index from [removed: November 1, 2019] [added: October 30, 2020] to [removed: November 1, 2024.][added: October 31, 2025.]

[added: ![5 Year] Stock Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/936395/000093639524000044/cien-20241102_g1.jpg)][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/936395/000162828025056698/cien-20251101_g2.jpg)]

The graph tracks the performance of a $100 investment in our common stock and in each of the indices on [removed: November 1, 2019] [added: October 30, 2020] (with the subsequent reinvestment of all dividends at month end).

This graph assumes $100 invested in Ciena Corporation, the Russell 1000 and the S&P North American Technology-Multimedia Networking Index, respectively, on [removed: November 1, 2019] [added: October 30, 2020] with all dividends reinvested at month-end.

| August 3, 2025 to August 30, 2025 | | | | | | 286,619 | | | | | | $ | 92.10 | | | | | 288,619 | | | | | | $ | 728,418 | |

| August 31, 2025 to September 27, 2025 | | | | | | 199,138 | | | | | | $ | 125.92 | | | | | 199,138 | | | | | | $ | 703,341 | |

| September 28, 2025 to November 1, 2025 | | | | | | 199,457 | | | | | | $ | 165.44 | | | | | 199,457 | | | | | | $ | 670,344 | |

| Total | | | | | | 685,214 | | | | | | $ | 123.28 | | | | | 685,214 | | | | | | | | |

The program may be modified, suspended, or discontinued at any time.

| July 28, 2024 to August 24, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 131,985 | |

| August 25, 2024 to September 28, 2024 | | | | | | 865,189 | | | | | | $ | 57.21 | | | | | 865,189 | | | | | | $ | 82,489 | |

| September 29, 2024 to November 2, 2024 | | | | | | 1,259,201 | | | | | | $ | 65.51 | | | | | 1,259,201 | | | | | | $ | — | |

| Total | | | | | | 2,124,390 | | | | | | $ | 62.13 | | | | | 2,124,390 | | | | | | | | |

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

![Item 5.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

| [Report of Independent Registered Public Accounting [removed: Firm](#ic6552f1a443249e1892c80545873e90a_61)] [added: Firm](#i51f7cdb3821c4ce0bcc29339657955f8_64)] (PCAOB ID 238) | | | [removed: [64](#ic6552f1a443249e1892c80545873e90a_61)] [added: [40](#i51f7cdb3821c4ce0bcc29339657955f8_64)] | | |

| [Consolidated Balance [removed: Sheets](#ic6552f1a443249e1892c80545873e90a_64)] [added: Sheets](#i51f7cdb3821c4ce0bcc29339657955f8_67)] | | | [removed: [66](#ic6552f1a443249e1892c80545873e90a_64)] [added: [42](#i51f7cdb3821c4ce0bcc29339657955f8_67)] | | |

| [Consolidated Statements of [removed: Operations](#ic6552f1a443249e1892c80545873e90a_67)] [added: Operations](#i51f7cdb3821c4ce0bcc29339657955f8_70)] | | | [removed: [67](#ic6552f1a443249e1892c80545873e90a_67)] [added: [43](#i51f7cdb3821c4ce0bcc29339657955f8_70)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ic6552f1a443249e1892c80545873e90a_70)] [added: Income](#i51f7cdb3821c4ce0bcc29339657955f8_73)] | | | [removed: [68](#ic6552f1a443249e1892c80545873e90a_70)] [added: [44](#i51f7cdb3821c4ce0bcc29339657955f8_73)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ic6552f1a443249e1892c80545873e90a_73)] [added: Equity](#i51f7cdb3821c4ce0bcc29339657955f8_76)] | | | [removed: [69](#ic6552f1a443249e1892c80545873e90a_73)] [added: [45](#i51f7cdb3821c4ce0bcc29339657955f8_76)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic6552f1a443249e1892c80545873e90a_76)] [added: Flows](#i51f7cdb3821c4ce0bcc29339657955f8_79)] | | | [removed: [70](#ic6552f1a443249e1892c80545873e90a_76)] [added: [46](#i51f7cdb3821c4ce0bcc29339657955f8_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic6552f1a443249e1892c80545873e90a_79)] [added: Statements](#i51f7cdb3821c4ce0bcc29339657955f8_82)] | | | [removed: [71](#ic6552f1a443249e1892c80545873e90a_79)] [added: [47](#i51f7cdb3821c4ce0bcc29339657955f8_82)] | | |

| [Note 1: Ciena Corporation and Significant Accounting Policies and [removed: Estimates](#ic6552f1a443249e1892c80545873e90a_82)] [added: Estimates](#i51f7cdb3821c4ce0bcc29339657955f8_85)] | | | [removed: [71](#ic6552f1a443249e1892c80545873e90a_82)] [added: [47](#i51f7cdb3821c4ce0bcc29339657955f8_85)] | | |

| [Note 2: [removed: Revenue](#ic6552f1a443249e1892c80545873e90a_85)] [added: Revenue](#i51f7cdb3821c4ce0bcc29339657955f8_88)] | | | [removed: [80](#ic6552f1a443249e1892c80545873e90a_85)] [added: [54](#i51f7cdb3821c4ce0bcc29339657955f8_88)] | | |

| [Note 3: Business [removed: Combinations](#ic6552f1a443249e1892c80545873e90a_91)] [added: Combinations](#i51f7cdb3821c4ce0bcc29339657955f8_91)] | | | [removed: [84](#ic6552f1a443249e1892c80545873e90a_91)] [added: [58](#i51f7cdb3821c4ce0bcc29339657955f8_91)] | | |

| [Note 4: Significant Asset Impairment and Restructuring [removed: Costs](#ic6552f1a443249e1892c80545873e90a_94)] [added: Costs](#i51f7cdb3821c4ce0bcc29339657955f8_94)] | | | [removed: [85](#ic6552f1a443249e1892c80545873e90a_94)] [added: [60](#i51f7cdb3821c4ce0bcc29339657955f8_94)] | | |

| [Note 5: Interest and Other Income, [removed: Net](#ic6552f1a443249e1892c80545873e90a_97)] [added: Net](#i51f7cdb3821c4ce0bcc29339657955f8_97)] | | | [removed: [86](#ic6552f1a443249e1892c80545873e90a_97)] [added: [60](#i51f7cdb3821c4ce0bcc29339657955f8_97)] | | |

| [Note 6: Cash Equivalent, Short-Term and Long-Term [removed: Investments](#ic6552f1a443249e1892c80545873e90a_100)] [added: Investments](#i51f7cdb3821c4ce0bcc29339657955f8_100)] | | | [removed: [87](#ic6552f1a443249e1892c80545873e90a_100)] [added: [61](#i51f7cdb3821c4ce0bcc29339657955f8_100)] | | |

| [Note 7: Fair Value [removed: Measurements](#ic6552f1a443249e1892c80545873e90a_103)] [added: Measurements](#i51f7cdb3821c4ce0bcc29339657955f8_103)] | | | [removed: [87](#ic6552f1a443249e1892c80545873e90a_103)] [added: [61](#i51f7cdb3821c4ce0bcc29339657955f8_103)] | | |

| [Note 8: Accounts [removed: Receivable](#ic6552f1a443249e1892c80545873e90a_106)] [added: Receivable](#i51f7cdb3821c4ce0bcc29339657955f8_106)] | | | [removed: [89](#ic6552f1a443249e1892c80545873e90a_106)] [added: [63](#i51f7cdb3821c4ce0bcc29339657955f8_106)] | | |

| [Note 9: [removed: Inventories](#ic6552f1a443249e1892c80545873e90a_109)] [added: Inventories](#i51f7cdb3821c4ce0bcc29339657955f8_109)] | | | [removed: [90](#ic6552f1a443249e1892c80545873e90a_109)] [added: [64](#i51f7cdb3821c4ce0bcc29339657955f8_109)] | | |

| [Note 10: Prepaid Expenses and [removed: Other](#ic6552f1a443249e1892c80545873e90a_112)] [added: Other](#i51f7cdb3821c4ce0bcc29339657955f8_112)] | | | [removed: [90](#ic6552f1a443249e1892c80545873e90a_112)] [added: [64](#i51f7cdb3821c4ce0bcc29339657955f8_112)] | | |

| [Note 11: Equipment, Building, Furniture and [removed: Fixtures](#ic6552f1a443249e1892c80545873e90a_115)] [added: Fixtures](#i51f7cdb3821c4ce0bcc29339657955f8_115)] | | | [removed: [91](#ic6552f1a443249e1892c80545873e90a_115)] [added: [64](#i51f7cdb3821c4ce0bcc29339657955f8_115)] | | |

| [Note [removed: 12:] [added: 13:] Intangible [removed: Assets](#ic6552f1a443249e1892c80545873e90a_118)] [added: Assets](#i51f7cdb3821c4ce0bcc29339657955f8_118)] | | | [removed: [91](#ic6552f1a443249e1892c80545873e90a_118)] [added: [65](#i51f7cdb3821c4ce0bcc29339657955f8_118)] | | |

| [Note [removed: 13: Goodwill](#ic6552f1a443249e1892c80545873e90a_121)] [added: 12: Goodwill](#i51f7cdb3821c4ce0bcc29339657955f8_121)] | | | [removed: [92](#ic6552f1a443249e1892c80545873e90a_121)] [added: [65](#i51f7cdb3821c4ce0bcc29339657955f8_121)] | | |

| [Note 14: Other Balance Sheet [removed: Details](#ic6552f1a443249e1892c80545873e90a_124)] [added: Details](#i51f7cdb3821c4ce0bcc29339657955f8_124)] | | | [removed: [92](#ic6552f1a443249e1892c80545873e90a_124)] [added: [66](#i51f7cdb3821c4ce0bcc29339657955f8_124)] | | |

| [Note 15: Derivative [removed: Instruments](#ic6552f1a443249e1892c80545873e90a_127)] [added: Instruments](#i51f7cdb3821c4ce0bcc29339657955f8_127)] | | | [removed: [94](#ic6552f1a443249e1892c80545873e90a_127)] [added: [67](#i51f7cdb3821c4ce0bcc29339657955f8_127)] | | |

| [Note 16: Accumulated Other Comprehensive [removed: Income](#ic6552f1a443249e1892c80545873e90a_130)] [added: Income](#i51f7cdb3821c4ce0bcc29339657955f8_130)] | | | [removed: [95](#ic6552f1a443249e1892c80545873e90a_130)] [added: [68](#i51f7cdb3821c4ce0bcc29339657955f8_130)] | | |

| [Note 17: [removed: Leases](#ic6552f1a443249e1892c80545873e90a_133)] [added: Leases](#i51f7cdb3821c4ce0bcc29339657955f8_133)] | | | [removed: [95](#ic6552f1a443249e1892c80545873e90a_133)] [added: [68](#i51f7cdb3821c4ce0bcc29339657955f8_133)] | | |

| [Note 18: Short-Term and Long-Term [removed: Debt](#ic6552f1a443249e1892c80545873e90a_136)] [added: Debt](#i51f7cdb3821c4ce0bcc29339657955f8_136)] | | | [removed: [97](#ic6552f1a443249e1892c80545873e90a_136)] [added: [70](#i51f7cdb3821c4ce0bcc29339657955f8_136)] | | |

| [Note 19: Revolving Credit [removed: Facility](#ic6552f1a443249e1892c80545873e90a_139)] [added: Facility](#i51f7cdb3821c4ce0bcc29339657955f8_139)] | | | [removed: [99](#ic6552f1a443249e1892c80545873e90a_139)] [added: [71](#i51f7cdb3821c4ce0bcc29339657955f8_139)] | | |

| [Note 20: Earnings per Share [removed: Calculation](#ic6552f1a443249e1892c80545873e90a_142)] [added: Calculation](#i51f7cdb3821c4ce0bcc29339657955f8_142)] | | | [removed: [100](#ic6552f1a443249e1892c80545873e90a_142)] [added: [72](#i51f7cdb3821c4ce0bcc29339657955f8_142)] | | |

| [Note 21: Stockholders’ [removed: Equity](#ic6552f1a443249e1892c80545873e90a_145)] [added: Equity](#i51f7cdb3821c4ce0bcc29339657955f8_145)] | | | [removed: [101](#ic6552f1a443249e1892c80545873e90a_145)] [added: [72](#i51f7cdb3821c4ce0bcc29339657955f8_145)] | | |

| [Note 22: Income [removed: Taxes](#ic6552f1a443249e1892c80545873e90a_148)] [added: Taxes](#i51f7cdb3821c4ce0bcc29339657955f8_148)] | | | [removed: [102](#ic6552f1a443249e1892c80545873e90a_148)] [added: [73](#i51f7cdb3821c4ce0bcc29339657955f8_148)] | | |

| [Note 23: Share-Based Compensation [removed: Expense](#ic6552f1a443249e1892c80545873e90a_151)] [added: Expense](#i51f7cdb3821c4ce0bcc29339657955f8_151)] | | | [removed: [104](#ic6552f1a443249e1892c80545873e90a_151)] [added: [76](#i51f7cdb3821c4ce0bcc29339657955f8_151)] | | |

| [Note 24: Segment and Entity Wide [removed: Disclosures](#ic6552f1a443249e1892c80545873e90a_154)] [added: Disclosures](#i51f7cdb3821c4ce0bcc29339657955f8_154)] | | | [removed: [107](#ic6552f1a443249e1892c80545873e90a_154)] [added: [78](#i51f7cdb3821c4ce0bcc29339657955f8_154)] | | |

| [Note 25: Other Employee Benefit [removed: Plans](#ic6552f1a443249e1892c80545873e90a_157)] [added: Plans](#i51f7cdb3821c4ce0bcc29339657955f8_157)] | | | [removed: [108](#ic6552f1a443249e1892c80545873e90a_157)] [added: [80](#i51f7cdb3821c4ce0bcc29339657955f8_157)] | | |

| [Note 26: Commitments and [removed: Contingencies](#ic6552f1a443249e1892c80545873e90a_160)] [added: Contingencies](#i51f7cdb3821c4ce0bcc29339657955f8_160)] | | | [removed: [109](#ic6552f1a443249e1892c80545873e90a_160)] [added: [81](#i51f7cdb3821c4ce0bcc29339657955f8_160)] | | |

| [Note 27: Subsequent [removed: Events](#ic6552f1a443249e1892c80545873e90a_166)] [added: Events](#i51f7cdb3821c4ce0bcc29339657955f8_166)] | | | [removed: [109](#ic6552f1a443249e1892c80545873e90a_166)] [added: [81](#i51f7cdb3821c4ce0bcc29339657955f8_166)] | | |

We have audited the accompanying consolidated balance sheets of Ciena Corporation and its subsidiaries (the "Company") as of November [removed: 2, 2024] [added: 1, 2025] and [removed: October 28, 2023,] [added: November 2, 2024,] and the related consolidated statements of operations, of comprehensive income, of changes in [removed: stockholders'] [added: stockholders’] equity and of cash flows for each of the three years in the period ended November [removed: 2, 2024,] [added: 1, 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of November [removed: 2, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November [removed: 2, 2024] [added: 1, 2025] and [removed: October 28, 2023,] [added: November 2, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended November [removed: 2, 2024] [added: 1, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November [removed: 2, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 1 and 9 to the consolidated financial statements, the [removed: Company’s] [added: Company's] consolidated inventory balance, net of the allowance for excess and obsolescence, was [removed: $820.4] [added: $826.2] million as of November [removed: 2, 2024.][added: 1, 2025.]

Management records a provision for excess and obsolete inventory when an impairment has been identified and has a reserve for excess and obsolete inventory of [removed: $107.2] [added: $129.4] million as of November [removed: 2, 2024.][added: 1, 2025.]

December 12, 2025

| Net income | | | $ | 123,338 | | | | | $ | 83,956 | | | | | $ | 254,827 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 123,338 | | | | | | 123,338 | | |

| Repurchases of common stock - repurchase program, net | | | (3,953,466) | | | | | | (40) | | | | | | (330,875) | | | | | | — | | | | | | — | | | | | | (330,915) | | |

| Balance at November 1, 2025 | | | 141,016,300 | | | | | | $ | 1,410 | | | | | $ | 5,953,057 | | | | | $ | (55,035) | | | | | $ | (3,170,109) | | | | | $ | 2,729,323 | |

| Net income | | | $ | 123,338 | | | | | $ | 83,956 | | | | | $ | 254,827 | |

| Abandonment of acquired in-process research and development | | | 89,100 | | | | | | — | | | | | | — | | |

| Cash paid for extinguishment of debt | | | (19,175) | | | | | | — | | | | | | — | | |

Leasehold improvements are generally over the shorter of useful life or lease term.

Intangible assets primarily result from acquisitions.

The accounting for acquisitions requires significant estimates and judgments in their valuation based on assumptions that are believed to be reasonable.

Ciena records indefinite-lived intangible assets from acquisitions as in-process research and development.

These assets are carried at cost until the completion or abandonment of the associated research and development efforts.

On a quarterly basis during the period that these assets are considered indefinite lived, Ciena tests them for impairment qualitatively or quantitatively.

If this test indicates that the fair value is less than the carrying value, then a non-cash impairment loss is recognized limited to the total amount of carrying value.

Maintenance spares, which are included in other long-term assets on the Consolidated Balance Sheets, are recorded at cost.

*Minority Equity Investments*

Ciena’s products are generally covered by a warranty for periods ranging from one to five years.

Technical support labor cost is estimated based primarily on historical trends and the cost to support customer repairs within the warranty period.

The provision for product warranties, net of adjustments for previous years’ provisions, is included in accrued liabilities and other short-term obligations.

The provision for warranty claims may fluctuate on a quarterly basis depending on the mix of products and customers in that period.

If actual product failure rates, material replacement costs, service or labor costs differ from our estimates, revisions to the estimated warranty provision would be required.

See Note 14 below.

Ciena adopted this standard with its fiscal 2025 Annual Report on Form 10-K with comparative periods updated to reflect additional disclosures.

See Note 24 for additional information.

The amendments are applied on a prospective basis; however, retrospective application is permitted.

In July 2025, the FASB issued ASU No. 2025-05 (“ASU 2025-05”), *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, to introduce a practical expedient for all entities, which simplifies the calculation required for estimating credit losses and assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods; however, early adoption is permitted.

ASU 2025-05 allows for adoption using a prospective method.

In September 2025, the FASB issues ASU No. 2025-06 (“ASU 2025-06”), *Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)* to modernize the accounting for software costs that are accounted for under Subtopic 350-40 by shifting away from prescriptive and sequential software development stages to an incremental and iterative method when capitalizing software costs.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

Ciena is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

*Segment and Product Line Disaggregation of Revenue*

Effective as of the fourth quarter of fiscal 2025, Ciena renamed (i) its “Maintenance Support and Training” product line to “Maintenance, Support, and Learning”, (ii) its “Installation and Deployment” product line to “Implementation”, and (iii) its “Consulting and Network Design” product line to “Advisory and Enablement.” These changes, affecting only the presentation of such information, were made on a prospective basis and do not impact comparability of previous financial results.

However, references to the prior reported product lines have been changed herein to the new names described above.

| | | | Year Ended November 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Optical Networking | | | $ | 3,246,239 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,246,239 | |

| Maintenance, Support, and Learning | | | — | | | | | | — | | | | | | — | | | | | | 317,247 | | | | | | 317,247 | | |

| Implementation | | | — | | | | | | — | | | | | | — | | | | | | 246,047 | | | | | | 246,047 | | |

| --- | --- | --- | --- | --- | --- |

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

December 20, 2024

| | | | | | | | | | | | |

| Balance at October 30, 2021 | | | 154,858,981 | | | | | | $ | 1,549 | | | | | $ | 6,803,162 | | | | | $ | 439 | | | | | $ | (3,785,132) | | | | | $ | 3,020,018 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,902 | | | | | | 152,902 | | |

| Repurchases of common stock - repurchase program, net | | | (8,433,957) | | | | | | (84) | | | | | | (499,916) | | | | | | — | | | | | | — | | | | | | (500,000) | | |

| Proceeds from issuance of senior notes | | | — | | | | | | — | | | | | | 400,000 | | |

Ciena’s portfolio is designed to enable the Adaptive Network™, which is Ciena’s 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.

By using Ciena’s network solutions to transform network infrastructures into dynamic, programmable environments driven by automation and analytics, Ciena believes network operators can realize greater business agility, adapt dynamically to changing end-user service demands, rapidly introduce new revenue-generating services, and scale networks to meet increased traffic demands.

Ciena’s solutions are also designed to enable network operators to gain valuable real-time network insights, allowing them to optimize network performance and maximize the return on their network infrastructure investment.

Ciena’s solutions include Networking Platforms, including its Optical Networking portfolio and 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, increase transmission speeds, allocate traffic efficiently, and adapt dynamically to changing end-user service demands.

Ciena’s Optical Networking portfolio includes products that support long haul and regional networks, submarine and data center interconnect networks, and metro and edge networks.

Ciena’s Routing and Switching portfolio includes products and solutions that enable efficient Internet Protocol (“IP”) transport in next-generation metro, core, aggregation, and access networks, including converged IP, optical, and fiber-based broadband access applications.

To complement its Networking Platforms, Ciena offers Platform Software, which includes its Navigator Network Control Software (“Navigator NCS”) (formerly known as Manage, Control and Plan (“MCP”)) and advanced applications that deliver multi-layer domain control and operations for network operators.

Ciena, through its Blue Planet® Automation Software, also enables complete service lifecycle management automation with productized operational support systems (“OSS”), including inventory, orchestration, and assurance solutions that help its customers to achieve closed loop automation across multi-vendor and multi-domain environments.

In addition to its systems and software, Ciena also offers a broad range of services that help its 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.

*Business Combinations*

The application of the purchase method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill.

These assumptions and estimates include a market participant’s use of the asset and the appropriate discount rates for a market participant.

Ciena’s estimates are based on historical experience, information obtained from the management of the acquired companies and, when

appropriate, include assistance from independent third-party appraisal firms.

Significant assumptions and estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital and the cost savings expected to be derived from acquiring an asset.

These estimates are inherently uncertain and unpredictable.

In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates.

*Investments*

*Segment Reporting*

Ciena also tests goodwill for impairment between annual tests if an event occurs or circumstances change that would, more likely than not, reduce the fair value of the reporting unit below its carrying value.

A non-cash goodwill impairment charge would have the effect of decreasing earnings or increasing losses in such period.

If Ciena is required to take a substantial impairment charge, its operating results would be materially adversely affected in such period.

Maintenance spares are recorded at cost.

Consolidation among Ciena’s customers has increased this concentration.

Consequently, Ciena’s accounts receivable are concentrated among these customers.

Maintenance and

Ciena recognizes revenue upon the transfer of control of promised products or services to a customer.

*Significant Judgments*

Ciena’s sales contracts do not permit the right of return of the product by the customer after the product has been accepted.

When assessing for credit losses, Ciena determines collectability by pooling assets with similar characteristics.

The allowances for credit losses are each measured by multiplying the exposure probability of default (the probability that the asset will default within a given time frame) by the loss given default rate (the percentage of the asset not expected to be collected due to default) based on the pool of assets.

Management of Ciena Corporation assessed the effectiveness of the Company’s internal control over financial reporting as of November [removed: 2, 2024.][added: 1, 2025.]

Based on this assessment, management determined that, as of November [removed: 2, 2024,] [added: 1, 2025,] Ciena Corporation maintained effective internal control over financial reporting.

PricewaterhouseCoopers LLP, independent registered public accounting firm, which audited and reported on the consolidated financial statements of Ciena Corporation included in this annual report, has also audited the effectiveness of Ciena Corporation’s internal control over financial reporting as of November [removed: 2, 2024,] [added: 1, 2025,] as stated in its report appearing in Item 8 of Part II of this annual report.

The following table describes, for the [added: fourth] quarter [removed: ended November 2, 2024,] [added: of fiscal 2025,] each trading arrangement for the sale or purchase of our securities adopted, terminated or for which the amount, pricing or timing provisions were modified by our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

| [removed: Dino DiPerna] [added: Jason Phipps] (Senior Vice President, Global [removed: Research & Development)] [added: Customer Engagement)] | | | [removed: Adoption (September 11, 2024)] [added: Modification (October 6, 2025) (6)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until October [removed: 31, 2025,] [added: 9, 2026,] or such earlier date upon which all transactions are completed or expire without execution [added: (7)] | | | [removed: (1)] [added: (8)] | | |

| [removed: Brodie Gage] [added: David M. Rothenstein] (Senior Vice President, [removed: Global Products & Supply Chain)] [added: Chief Strategy Officer and Secretary)] | | | Adoption [removed: (September 6, 2024)] [added: (October 10, 2025)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until [removed: November 28, 2025,] [added: December 23, 2026,] or such earlier date upon which all transactions are completed or expire without execution [added: (9)] | | | Up to [removed: 3,961] [added: 30,000] shares of common stock | | |

| Sheela Kosaraju (Senior Vice President and General Counsel, and acting Chief People Officer) | | | Adoption (October 14, [removed: 2024)] [added: 2025)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until January [removed: 9, 2026,] [added: 8, 2027,] or such earlier date upon which all transactions are completed or expire without execution [added: (4)] | | | [removed: (2)] [added: (5)] | | |

| [removed: Jason Phipps (Senior Vice President, Global Customer Engagement)] [added: Gary B Smith (President and Chief Executive Officer)] | | | Adoption (October [removed: 9, 2024)] [added: 4, 2025)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until [removed: October 9,] [added: December 15,] 2026, or such earlier date upon which all transactions are completed or expire without execution [added: (10)] | | | [removed: (3)] [added: (11)] | | |

| [removed: Gary B. Smith (President and Chief Executive Officer)] [added: Patrick T. Gallagher (Director)] | | | Adoption [removed: (September 11, 2024)] [added: (October 13, 2025)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until [removed: December 22, 2025,] [added: October 13, 2026,] or such earlier date upon which all transactions are completed or expire without execution | | | Up to [removed: 170,000] [added: 11,618] shares of common stock | | |

[removed: (1)] [added: (8)] The aggregate number of shares of common stock to be sold pursuant to [removed: Mr. DiPerna’s arrangement is] [added: the Phipps Original Arrangement was] up to (i) [removed: 1,788] [added: 14,381] shares of common stock, plus (ii) [removed: 25%] [added: 100%] of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of [removed: 17,207] [added: 28,736] restricted stock units on [removed: September 20, 2024,] December 20, 2024, March 20, 2025, June 20, 2025, [removed: and] September 20, 2025, [removed: plus (iii) 25% of the net after-tax shares of common stock to be received as a result of the vesting of up to 2,615 performance stock units on] December 20, [removed: 2024.][added: 2025, March 20, 2026, June 20, 2026, and September 20, 2026.]

[removed: (2)] [added: (5)] The aggregate number of shares of common stock to be sold pursuant to Ms. Kosaraju’s arrangement is up to 100% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of [removed: 16,923] [added: 19,137] restricted stock units on December 20, [removed: 2024,] [added: 2025,] March 20, [removed: 2025,] [added: 2026,] June 20, [removed: 2025,] [added: 2026,] September 20, [removed: 2025,] [added: 2026,] and December 20, [removed: 2025.][added: 2026.]

(3) The aggregate number of shares of common stock to be sold pursuant to [removed: Mr. Phipps’s arrangement is] [added: the Cumello Original Arrangement was] up to [removed: (i) 14,381 shares of common stock, plus (ii)] 100% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of [removed: 28,736] [added: 23,496] restricted stock units on [removed: December 20, 2024, March 20, 2025,] June 20, 2025, September 20, 2025, December 20, 2025, March 20, 2026, June 20, 2026, [removed: and] September 20, [added: 2026, and December 20,] 2026.

| Joseph Cumello (Senior Vice President and General Manager of Blue Planet) | | | Modification (October 13, 2025) (1) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until December 31, 2026, or such earlier date upon which all transactions are completed or expire without execution (2) | | | (3) | | |

(1) On October 13, 2025, Mr. Cumello modified the Rule 10b5-1 trading arrangement (as modified, the “Cumello Modified Arrangement”) that he adopted on January 14, 2025 (the “Cumello Original Arrangement”).

(2) The Cumello Modified Arrangement changed the trading schedule and awards sold but not the duration of the arrangement.

Sales under the Cumello Modified Arrangement will not begin until January 12, 2026.

The aggregate number of shares of common stock to be sold pursuant to the Cumello Modified Arrangement is up to 100% of the net after-tax shares of common stock to be received as a result of the vesting of (i) an aggregate of 16,160 restricted stock units on December 20, 2025, March 20, 2026, June 20, 2026, September 20, 2026, and December 20, 2026, plus (ii) an aggregate of 2,272 performance stock units on December 20, 2025, plus (iii) performance stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 6,467 shares subject to the award at the target level of performance, which will vest on December 20, 2025 and December 20, 2026, plus (iv) market stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 13,313 shares subject to the award at the target level of performance, which will vest on December 20, 2025 and December 20, 2026.

(4) Sales under this arrangement will not begin until January 15, 2026, following expiration of Ms. Kosaraju’s existing Rule 10b5-1 trading arrangement.

(6) On October 6, 2025, Mr. Phipps modified the Rule 10b5-1 trading arrangement (as modified, the “Phipps Modified Arrangement”) that he adopted on October 9, 2024 (the “Phipps Original Arrangement”).

(7) The Phipps Modified Arrangement changed the trading schedule and awards sold but not the duration of the arrangement.

Sales under the Phipps Modified Arrangement will not begin until January 15, 2026.

The aggregate number of shares of common stock to be sold pursuant to the Phipps Modified Arrangement is up to (i) 18,170 shares of common stock, plus (ii) 100% of the net after-tax shares of common stock to be received as a result of the vesting of (a) an aggregate of 24,725 restricted stock units on December 20, 2025, March 20, 2026, June 20, 2026, and September 20, 2026, (b) an aggregate of 3,718 performance stock units on December 20, 2025, (c) performance stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 10,892 shares subject to the award at the target level of performance, half of which will vest on December 20, 2025, and (d) market stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 10,598 shares subject to the award at the target level of performance, which will vest on December 20, 2025.

(9) Sales under this arrangement will not begin until January 9, 2026, following expiration of Mr. Rothenstein’s existing Rule 10b5-1 trading arrangement.

(10) Sales under this arrangement will not begin until January 5, 2026, following expiration of Mr. Smith’s existing Rule 10b5-1 trading arrangement.

(11) The aggregate number of shares of common stock to be sold pursuant to Mr. Smith’s arrangement is up to (i) 67,937 shares of common stock, plus (ii) 100% of the net after-tax shares of common stock to be received as a result of the vesting of (a) performance stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 51,055 shares subject to the award at the target level of performance, half of which will vest on December 20, 2025, and (b) market stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 58,291 shares subject to the award at the target level of performance, which will vest on December 20, 2025.

Information relating to our [removed: directors and] executive officers is set forth in Part I of this annual report under the caption “Item 1.