Item 1. Financial Statements

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

			Quarter Ended												Nine Months Ended
			August 1,						August 2,						August 1,						August 2,
			2026						2025						2026						2025
Revenue:
Products			$	1,390,274					$	976,801					$	3,881,632					$	2,730,167
Services			280,855						242,584						787,278						687,356
Total revenue			1,671,129						1,219,385						4,668,910						3,417,523
Cost of goods sold:
Products			768,661						580,028						2,171,342						1,620,816
Services			143,203						136,278						421,229						368,969
Total cost of goods sold			911,864						716,306						2,592,571						1,989,785
Gross profit			759,265						503,079						2,076,339						1,427,738
Operating expenses:
Research and development			236,673						211,898						696,036						619,429
Selling and marketing			153,969						148,724						452,875						424,911
General and administrative			62,844						60,596						183,308						171,450
Significant asset impairments and restructuring costs			887						1,770						3,190						5,262
Amortization of intangible assets			3,713						6,556						12,162						19,646
Acquisition and integration costs			—						—						306						—
Total operating expenses			458,086						429,544						1,347,877						1,240,698
Income from operations			301,179						73,535						728,462						187,040
Interest and other income, net			22,388						15,090						49,456						34,539
Interest expense			(5,803)						(22,806)						(47,979)						(67,421)
Loss on extinguishment and modification of debt			(7,143)						—						(7,143)						(729)
Income before income taxes			310,621						65,819						722,796						153,429
Provision for income taxes			44,203						15,511						87,875						49,580
Net income			$	266,418					$	50,308					$	634,921					$	103,849
Basic net income per common share			$	1.88					$	0.35					$	4.46					$	0.73
Diluted net income per potential common share			$	1.83					$	0.35					$	4.34					$	0.72
Weighted average basic common shares outstanding			142,061						141,846						142,229						142,437
Weighted average dilutive potential common shares outstanding			145,967						144,499						146,227						145,158

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

			Quarter Ended												Nine Months Ended
			August 1,						August 2,						August 1,						August 2,
			2026						2025						2026						2025
Net income			$	266,418					$	50,308					$	634,921					$	103,849
Unrealized loss on available-for-sale securities, net of tax			(717)						(31)						(1,290)						(430)
Unrealized gain (loss) on foreign currency forward contracts, net of tax			(7,011)						(882)						(3,257)						5,803
Unrealized gain (loss) on interest rate swaps, net of tax			(3,225)						(2,229)						1,054						(9,110)
Change in cumulative translation adjustments			(13,994)						(2,092)						(6,500)						5,619
Other comprehensive income (loss)			(24,947)						(5,234)						(9,993)						1,882
Total comprehensive income			$	241,471					$	45,074					$	624,928					$	105,731

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

			August 1, 2026						November 1, 2025
ASSETS
Current assets:
Cash and cash equivalents			$	2,445,708					$	1,091,952
Short-term investments			184,293						216,148
Accounts receivable, net of allowance for credit losses of $9.6 million and $11.2 million as of August 1, 2026 and November 1, 2025, respectively			1,233,610						975,856
Inventories, net			871,987						826,235
Prepaid expenses and other			527,014						455,316
Total current assets			5,262,612						3,565,507
Long-term investments			213,553						57,142
Equipment, building, furniture and fixtures, net			491,656						386,779
Operating right-of-use assets			45,667						38,613
Goodwill			513,340						521,204
Other intangible assets, net			188,824						224,210
Deferred tax asset, net			1,092,726						884,889
Other long-term assets			188,862						186,323
Total assets			$	7,997,240					$	5,864,667
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	654,070					$	542,841
Accrued liabilities and other short-term obligations			508,149						531,081
Deferred revenue			211,453						208,936
Operating lease liabilities			12,261						13,956
Current portion of long-term debt			—						11,580
Total current liabilities			1,385,933						1,308,394
Long-term deferred revenue			99,828						94,850
Other long-term obligations			186,265						175,426
Long-term operating lease liabilities			38,633						32,516
Long-term debt, net			3,229,843						1,524,158
Total liabilities			4,940,502						3,135,344
Commitments and contingencies (Note 20)
Stockholders’ equity:
Preferred stock – par value $0.01; 20,000,000 shares authorized; zero shares issued and outstanding			—						—
Common stock – par value $0.01; 290,000,000 shares authorized; 141,897,511 and 141,016,300 shares issued and outstanding			1,419						1,410
Additional paid-in capital			5,655,535						5,953,057
Accumulated other comprehensive loss			(65,028)						(55,035)
Accumulated deficit			(2,535,188)						(3,170,109)
Total stockholders’ equity			3,056,738						2,729,323
Total liabilities and stockholders’ equity			$	7,997,240					$	5,864,667

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

			Nine Months Ended
			August 1,						August 2,
			2026						2025
Cash flows provided by operating activities:
Net income			$	634,921					$	103,849
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on extinguishment of debt			7,143						159
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements			102,347						76,637
Share-based compensation expense			163,178						135,696
Amortization of intangible assets			35,386						26,343
Deferred taxes			49,266						(21,709)
Provision for inventory excess and obsolescence			72,428						34,185
Provision for warranty			30,050						16,302
Other			(724)						(1,997)
Changes in assets and liabilities:
Accounts receivable			(251,531)						(116,887)
Inventories			(118,334)						(73,493)
Prepaid expenses and other			(111,567)						137,440
Operating lease right-of-use assets			7,956						8,759
Accounts payable, accruals and other obligations			66,956						83,354
Deferred revenue			6,764						38,246
Short- and long-term operating lease liabilities			(10,633)						(11,868)
Net cash provided by operating activities			683,606						435,016
Cash flows used in investing activities:
Payments for equipment, furniture and fixtures			(194,893)						(95,373)
Purchases of investments			(325,629)						(191,335)
Proceeds from sales and maturities of investments			203,097						261,611
Settlement of foreign currency forward contracts, net			2,259						(2,635)
Net cash used in investing activities			(315,166)						(27,732)
Cash flows provided by (used in) financing activities:
Proceeds from modification of debt, net			—						19,175
Cash paid for extinguishment of debt			(1,140,930)						(19,175)
Payment of long-term debt			(5,790)						(8,685)
Payment for convertible bond hedge			(988,425)						—
Proceeds from sale of warrants			873,425						—
Proceeds from issuance of convertible notes			2,875,000						—
Payment of debt issuance costs			(43,622)						(12)
Payment of finance lease obligations			(3,572)						(3,244)
Shares repurchased for tax withholdings on vesting of stock unit awards			(278,338)						(60,043)
Repurchases of common stock - repurchase program, net			(337,914)						(250,035)
Proceeds from issuance of common stock			38,025						35,874
Net cash provided by (used in) financing activities			987,859						(286,145)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(2,554)						60
Net increase in cash, cash equivalents and restricted cash			1,353,745						121,199
Cash, cash equivalents and restricted cash at beginning of period			1,092,197						935,026
Cash, cash equivalents and restricted cash at end of period			$	2,445,942					$	1,056,225
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net			$	58,712					$	68,243
Cash paid during the period for income taxes, net			$	84,583					$	84,898
Operating lease payments			$	12,383					$	13,246
Non-cash investing and financing activities
Purchase of equipment in accounts payable			$	24,987					$	14,819
Repurchase of common stock in accrued liabilities from repurchase program, net			$	—					$	2,231
Operating right-of-use assets subject to lease liability			$	16,144					$	21,850

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

			Common Stock Shares						Par Value						Additional Paid-in-Capital						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total Stockholders’ Equity
Balance at November 1, 2025			141,016,300						$	1,410					$	5,953,057					$	(55,035)					$	(3,170,109)					$	2,729,323
Net income			—						—						—						—						634,921						634,921
Other comprehensive loss			—						—						—						(9,993)						—						(9,993)
Purchase of convertible bond hedge, net of tax			—						—						(758,468)						—						—						(758,468)
Proceeds from sale of warrants			—						—						873,425						—						—						873,425
Repurchase of common stock - repurchase program, net			(952,501)						(10)						(335,325)						—						—						(335,335)
Issuance of shares from employee equity plans			2,713,009						27						37,998						—						—						38,025
Share-based compensation expense			—						—						163,178						—						—						163,178
Shares repurchased for tax withholdings on vesting of stock unit awards			(879,297)						(8)						(278,330)						—						—						(278,338)
Balance at August 1, 2026			141,897,511						$	1,419					$	5,655,535					$	(65,028)					$	(2,535,188)					$	3,056,738

			Common Stock Shares						Par Value						Additional Paid-in-Capital						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total Stockholders’ Equity
Balance at November 2, 2024			142,656,116						$	1,427					$	6,154,869					$	(46,711)					$	(3,293,447)					$	2,816,138
Net income			—						—						—						—						103,849						103,849
Other comprehensive income			—						—						—						1,882						—						1,882
Repurchase of common stock - repurchase program, net			(3,268,252)						(33)						(246,062)						—						—						(246,095)
Issuance of shares from employee equity plans			2,754,659						27						35,847						—						—						35,874
Share-based compensation expense			—						—						135,696						—						—						135,696
Shares repurchased for tax withholdings on vesting of stock unit awards			(799,996)						(8)						(60,035)						—						—						(60,043)
Balance at August 2, 2025			141,342,527						$	1,413					$	6,020,315					$	(44,829)					$	(3,189,598)					$	2,787,301

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) INTERIM FINANCIAL STATEMENTS

The interim financial statements for Ciena Corporation and its wholly owned subsidiaries (“Ciena”) included herein have been prepared by Ciena, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (“GAAP”) requires Ciena to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Among other things, these estimates form the basis for judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. To the extent that there are material differences between Ciena’s estimates and actual results, Ciena’s consolidated financial statements will be affected.

In the opinion of management, the financial statements included in this report reflect all normal recurring adjustments that Ciena considers necessary for the fair statement of the results of operations of Ciena for the interim periods covered and of the financial position of Ciena at the date of the interim balance sheets. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The Condensed Consolidated Balance Sheet as of November 1, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP. However, Ciena believes that the disclosures are adequate to understand the information presented herein. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. These financial statements should be read in conjunction with Ciena’s audited consolidated financial statements and the notes thereto included in Ciena’s Annual Report on Form 10-K for the fiscal year ended November 1, 2025 (the “2025 Annual Report”).

Ciena has a 52 or 53-week fiscal year, with quarters ending on the Saturday nearest to the last day of January, April, July, and October, respectively, of each year. Fiscal 2026 and Fiscal 2025 are each 52-week fiscal years.

**(2)**SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to Ciena’s significant accounting policies, compared to the accounting policies described in Note 1, Ciena Corporation and Significant Accounting Policies and Estimates, in “Notes to Consolidated Financial Statements” in Item 8 of Part II of the 2025 Annual Report.

Accounting Standards - Not Yet Effective

In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures to decision makers. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and will result in changes to certain income tax disclosures including substantially more information on a disaggregated basis, but it does not affect recognition or measurement of income taxes and therefore is not expected to have a material effect on our consolidated financial statements. The amendments are applied on a prospective basis; however, retrospective application is permitted.

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027; however, early adoption is permitted. ASU 2024-03 allows for adoption using either a prospective or retrospective method. Ciena is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

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

In September 2025, the FASB issued 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.

In December 2025, the FASB issued ASU No. 2025-11 (“ASU 2025-11”), Interim Reporting (Topic 270): Narrow-Scope Improvements, to improve the navigability of required interim disclosures, clarify when that guidance applies, and provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods with annual reporting periods beginning after December 15, 2027; however, early adoption is permitted. ASU 2025-11 allows for adoption using the prospective or retrospective method. Ciena is currently evaluating the impact of this ASU on its interim financial statements and related disclosures.

In May 2026, the FASB issued ASU No. 2026-02 (“ASU 2026-02”), Environmental Credits and Environmental Credit Obligations, to clarify the accounting treatment and reporting standards of environmental credits and environmental credit obligations. ASU 2026-02 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 and should be applied on a retrospective basis. Ciena is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

**(3)**REVENUE

Segment and Product Line Disaggregation of Revenue

Ciena’s disaggregated segment and product line revenue as presented below depicts the nature, amount, and timing of revenue and cash flows for similar groupings of Ciena’s various offerings. The sales cycle, contractual obligations, customer requirements, and go-to-market strategies may differ for each of its product categories, resulting in different economic risk profiles for each category. Ciena has the following operating segments for reporting purposes: (i) Networking Platforms; (ii) Platform Software and Services; (iii) Blue Planet Automation Software and Services; and (iv) Global Services. See Note 19 below.

The tables below set forth Ciena’s disaggregated revenue for the periods indicated (in thousands):

			Quarter Ended August 1, 2026
			Networking Platforms						Platform Software and Services						Blue Planet Automation Software and Services						Global Services						Total
Product lines:
Optical Networking			$	1,191,307					$	—					$	—					$	—					$	1,191,307
Routing and Switching			164,368						—						—						—						164,368
Platform Software and Services			—						98,657						—						—						98,657
Blue Planet Automation Software and Services			—						—						23,205						—						23,205
Maintenance, Support, and Learning			—						—						—						89,851						89,851
Implementation			—						—						—						87,871						87,871
Advisory and Enablement			—						—						—						15,870						15,870
Total revenue by product line			$	1,355,675					$	98,657					$	23,205					$	193,592					$	1,671,129
Timing of revenue recognition:
Products and services at a point in time			$	1,355,675					$	30,403					$	4,955					$	36,183					$	1,427,216
Services transferred over time			—						68,254						18,250						157,409						243,913
Total revenue by timing of revenue recognition			$	1,355,675					$	98,657					$	23,205					$	193,592					$	1,671,129

			Quarter Ended August 2, 2025
			Networking Platforms						Platform Software and Services						Blue Planet Automation Software and Services						Global Services						Total
Product lines:
Optical Networking			$	815,497					$	—					$	—					$	—					$	815,497
Routing and Switching			125,857						—						—						—						125,857
Platform Software and Services			—						89,961						—						—						89,961
Blue Planet Automation Software and Services			—						—						27,805						—						27,805
Maintenance, Support, and Learning			—						—						—						80,743						80,743
Implementation			—						—						—						65,878						65,878
Advisory and Enablement			—						—						—						13,644						13,644
Total revenue by product line			$	941,354					$	89,961					$	27,805					$	160,265					$	1,219,385
Timing of revenue recognition:
Products and services at a point in time			$	941,354					$	24,281					$	11,909					$	9,806					$	987,350
Services transferred over time			—						65,680						15,896						150,459						232,035
Total revenue by timing of revenue recognition			$	941,354					$	89,961					$	27,805					$	160,265					$	1,219,385

			Nine Months Ended August 1, 2026
			Networking Platforms						Platform Software and Services						Blue Planet Automation Software and Services						Global Services						Total
Product lines:
Optical Networking			$	3,314,317					$	—					$	—					$	—					$	3,314,317
Routing and Switching			464,604						—						—						—						464,604
Platform Software and Services			—						285,919						—						—						285,919
Blue Planet Automation Software and Services			—						—						66,986						—						66,986
Maintenance, Support, and Learning			—						—						—						266,687						266,687
Implementation			—						—						—						235,522						235,522
Advisory and Enablement			—						—						—						34,875						34,875
Total revenue by product line			$	3,778,921					$	285,919					$	66,986					$	537,084					$	4,668,910
Timing of revenue recognition:
Products and services at a point in time			$	3,778,921					$	88,999					$	15,336					$	74,613					$	3,957,869
Services transferred over time			—						196,920						51,650						462,471						711,041
Total revenue by timing of revenue recognition			$	3,778,921					$	285,919					$	66,986					$	537,084					$	4,668,910

			Nine Months Ended August 2, 2025
			Networking Platforms						Platform Software and Services						Blue Planet Automation Software and Services						Global Services						Total
Product lines:
Optical Networking			$	2,317,062					$	—					$	—					$	—					$	2,317,062
Routing and Switching			311,749						—						—						—						311,749
Platform Software and Services			—						270,469						—						—						270,469
Blue Planet Automation Software and Services			—						—						81,787						—						81,787
Maintenance, Support, and Learning			—						—						—						234,758						234,758
Implementation			—						—						—						171,735						171,735
Advisory and Enablement			—						—						—						29,963						29,963
Total revenue by product line			$	2,628,811					$	270,469					$	81,787					$	436,456					$	3,417,523
Timing of revenue recognition:
Products and services at a point in time			$	2,628,811					$	75,260					$	32,846					$	23,783					$	2,760,700
Services transferred over time			—						195,209						48,941						412,673						656,823
Total revenue by timing of revenue recognition			$	2,628,811					$	270,469					$	81,787					$	436,456					$	3,417,523

• Networking Platforms revenue reflects sales of Ciena’s Optical Networking and Routing and Switching product lines.

• Optical Networking - includes the 6500 Packet-Optical Platform, the Waveserver® system, the 6500 Reconfigurable Line System (RLS), coherent pluggable transceivers, and other optical networking products. These products are often combined and sold as solutions that address network applications including cloud and artificial intelligence (AI) networking, datacenter interconnect, long haul, metro, submarine connectivity, and managed optical fiber networks (MOFN).

• Routing and Switching - includes the 3000 family of service delivery platforms and 5000 family of service aggregation platforms, the 8100 Coherent IP networking platforms, virtualization software, and other routing and switching portfolio products. Ciena also uses certain of these products to create its out-of-band data center management (DCOM) solutions.

Revenue from this segment is included in product revenue on the Condensed Consolidated Statements of Operations.

• Platform Software and Services revenue reflects sales of Ciena’s Platform Software and Platform Services.

• Platform Software - includes Ciena’s Navigator Network Control SuiteTM domain controller solution and its applications, and legacy software solutions.

• Platform Services - includes subscription, support, and consulting services related to Ciena’s software platforms, operating system software and enhanced software features embedded in each of the Networking Platforms product lines above.

Revenue from the software portion of this segment is included in product revenue on the Condensed Consolidated Statements of Operations. Revenue from the services portion of this segment is included in services revenue on the Condensed Consolidated Statements of Operations.

• Blue Planet Automation Software and Services revenue reflects sales of Blue Planet Automation Software and Blue Planet Services.

• Blue Planet Automation Software - includes inventory management, orchestration, route optimization and analysis, and unified assurance and analytics software.

• Blue Planet Services - includes subscription, installation, support, consulting and design services related to the Blue Planet Automation Platform.

Revenue from the software portion of this segment is included in product revenue on the Condensed Consolidated Statements of Operations. Revenue from the services portion of this segment is included in services revenue on the Condensed Consolidated Statements of Operations.

• Global Services revenue reflects sales of a broad range of Ciena’s services for advisory and enablement, implementation, and maintenance, support, and learning activities.

Revenue from this segment is included in services revenue on the Condensed Consolidated Statements of Operations.

Revenue Recognition

• Revenue from the Networking Platforms segment includes, in addition to the products described above, sales of operating system software and enhanced software features embedded therein, which are each considered distinct performance obligations for which the revenue is generally recognized upfront at a point in time upon transfer of control.

• Revenue from software platforms typically reflects either perpetual or term-based software licenses, and these sales are considered distinct performance obligations where revenue is generally recognized upfront at a point in time upon transfer of control.

• Revenue from software subscription and support is recognized ratably over the period during which the services are performed.

• Revenue from professional services for customization, consulting, and design services relating to Ciena’s software offerings is recognized over time with Ciena applying the input method to determine the amount of revenue to be recognized in a given period.

• Revenue from maintenance and support is recognized ratably over the period during which the services are performed.

• Revenue from implementation services and advisory and enablement services is generally recognized over time with Ciena applying the input method to determine the amount of revenue to be recognized in a given period.

• Revenue from learning services is generally recognized at a point in time upon completion of the service.

For additional information on Ciena’s revenue recognition policy, see “Notes to Consolidated Financial Statements” in Item 8 of Part II of the 2025 Annual Report.

Geographic Disaggregation of Revenue

Ciena reports its sales geographically using the following markets: (i) the United States, Canada, the Caribbean and Latin America (“Americas”); (ii) Europe, Middle East and Africa (“EMEA”); and (iii) Asia Pacific, Japan and India (“APAC”). Within each geographic area, Ciena maintains specific teams or personnel that focus on a particular region, country, customer, or market vertical. These teams include sales management, account salespersons, and sales engineers, as well as services professionals and commercial management personnel. The following table reflects Ciena’s geographic distribution of revenue principally based on the relevant location for Ciena’s delivery of products and performance of services.

For the periods indicated, Ciena’s geographic distribution of revenue was as follows (in thousands):

						Quarter Ended												Nine Months Ended
						August 1,						August 2,						August 1,						August 2,
						2026						2025						2026						2025
Geographic distribution:
Americas						$	1,316,796					$	923,627					$	3,637,233					$	2,553,081
EMEA						180,550						186,018						577,175						535,519
APAC						173,783						109,740						454,502						328,923
Total revenue by geographic distribution						$	1,671,129					$	1,219,385					$	4,668,910					$	3,417,523

Ciena’s revenue includes $1.3 billion and $882.8 million of U.S. revenue for the third quarter of fiscal 2026 and 2025, respectively. For the nine months ended August 1, 2026 and August 2, 2025, U.S. revenue was $3.5 billion and $2.4 billion, respectively. No other country accounted for 10% or more of total revenue for the periods indicated in the above table.

For the periods indicated, the only customers that accounted for 10% or more of total revenue were as follows (in thousands):

			Quarter Ended												Nine Months Ended
			August 1,						August 2,						August 1,						August 2,
			2026						2025						2026						2025
Cloud provider A			$	476,570					$	217,954					$	1,128,775					$	538,195
Cloud provider B			219,644						n/a*						592,137						n/a*
Service provider			n/a*						133,014						n/a*						361,394
Total			$	696,214					$	350,968					$	1,720,912					$	899,589

*Denotes revenue representing less than 10% of total revenue for the indicated period

The 10% customers included in the table above purchased products from Ciena’s Networking Platforms, Platform Software and Services, and Global Services operating segments for each of the periods presented.

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities (deferred revenue) from contracts with customers (in thousands):

						Balance at August 1, 2026						Balance at November 1, 2025
Accounts receivable, net						$	1,233,610					$	975,856
Long-term accounts receivable						$	18,043					$	28,610
Deferred revenue						$	311,281					$	303,786
Contract assets for unbilled accounts receivable, net						$	160,888					$	157,868

Ciena’s long-term accounts receivable represent unbilled receivables attributable to non-cancellable software licenses recognized as revenue when made available to customers, to be billed in the future.

Ciena’s contract assets represent unbilled accounts receivable, net where transfer of a product or service has occurred but invoicing is conditional upon completion of future performance obligations. These amounts are primarily related to implementation and professional services arrangements where transfer of control has occurred, but Ciena has not yet invoiced the customer. Contract assets are included in prepaid expenses and other in the Condensed Consolidated Balance Sheets.

Contract liabilities consist of deferred revenue and represent advanced payments against non-cancelable customer orders received prior to revenue recognition. Ciena recognized approximately $174.3 million and $134.6 million of revenue during the first nine months of fiscal 2026 and 2025, respectively, that was included in the deferred revenue balance as of November 1, 2025 and November 2, 2024, respectively. Revenue recognized due to changes in transaction price from performance obligations satisfied or partially satisfied in previous periods was immaterial during the nine months ended August 1, 2026 and August 2, 2025.

As of the dates indicated, deferred revenue is comprised of the following (in thousands):

			August 1, 2026						November 1, 2025
Products			$	30,428					$	65,382
Services			280,853						238,404
Total deferred revenue			311,281						303,786
Less current portion			(211,453)						(208,936)
Long-term deferred revenue			$	99,828					$	94,850

Capitalized Contract Acquisition Costs

Capitalized contract acquisition costs consist of deferred sales commissions and were $38.9 million and $37.4 million as of August 1, 2026 and November 1, 2025, respectively. Capitalized contract acquisition costs were included in (i) prepaid expenses and other, and (ii) other long-term assets. The amortization expense associated with these costs was $28.1 million and $26.0 million during the first nine months of fiscal 2026 and 2025, respectively, and was included in selling and marketing expense on the Condensed Consolidated Statements of Operations.

Remaining Performance Obligations

Remaining Performance Obligations (“RPO”) are comprised of non-cancelable customer purchase orders for products and services that are awaiting transfer of control for revenue recognition under the applicable contract terms. The timing of fulfillment of remaining performance obligations can be impacted by supply conditions. As of August 1, 2026, the aggregate amount of RPO was $2.5 billion. The majority of Ciena’s performance obligations will be satisfied within a year and any remaining performance obligations are typically recognized within three years.

**(4)**SIGNIFICANT ASSET IMPAIRMENT AND RESTRUCTURING COSTS

Restructuring Costs

Ciena regularly monitors its spending to optimize operating expenses and to ensure that its strategic investments are aligned with its highest-growth demand opportunities. The following table sets forth the restructuring activity and balance of the restructuring liability accounts, which are included in accrued liabilities and other short-term obligations on the Condensed Consolidated Balance Sheets for the nine months ended August 1, 2026 (in thousands):

			Workforce restructuring						Other restructuring activities						Total
Balance at November 1, 2025			$	8,436					$	—					$	8,436
Charges			1,815						1,375			(1)			3,190
Cash payments			(9,712)						(1,375)						(11,087)
Balance at August 1, 2026			$	539					$	—					$	539
Current restructuring liabilities			$	539					$	—					$	539

(1) Primarily represents costs related to restructured real estate facilities.

The following table sets forth the restructuring activity and balance of the restructuring liability accounts, which are included in accrued liabilities and other short-term obligations on the Condensed Consolidated Balance Sheets for the nine months ended August 2, 2025 (in thousands):

			Workforce restructuring						Other restructuring activities						Total
Balance at November 2, 2024			$	1,927					$	—					$	1,927
Charges			1,996						3,266			(1)			5,262
Cash payments			(3,389)						(3,266)						(6,655)
Balance at August 2, 2025			$	534					$	—					$	534
Current restructuring liabilities			$	534					$	—					$	534

(1) Primarily represents costs related to restructured real estate facilities.

**(5)**INTEREST AND OTHER INCOME, NET

The components of interest and other income, net, are as follows for the periods indicated (in thousands):

			Quarter Ended												Nine Months Ended
			August 1,						August 2,						August 1,						August 2,
			2026						2025						2026						2025
Interest income			$	22,161					$	16,173					$	49,681					$	43,318
Gains (losses) on non-hedge designated foreign currency forward contracts (1)			(622)						744						542						(1,593)
Foreign currency exchange losses (2)			(271)						(1,796)						(3,003)						(4,799)
Other			1,120						(31)						2,236						(2,387)
Interest and other income, net			$	22,388					$	15,090					$	49,456					$	34,539

(1) Ciena has forward contracts in place to hedge its foreign exchange exposure in order to reduce the variability in various currencies of certain balance sheet items. These forwards are not designated as hedges for accounting purposes, and any net gain or loss associated with these derivatives is reported in interest and other income, net, on the Condensed Consolidated Statements of Operations.

(2) Ciena Corporation, as the U.S. parent entity, uses the U.S. Dollar (“USD”) as its functional currency; however, some of its foreign branch offices and subsidiaries use local currencies as their functional currencies. The related remeasurement adjustments were recorded in interest and other income, net, on the Condensed Consolidated Statements of Operations.

(6) INCOME TAXES

The effective tax rate for the third quarter and first nine months of fiscal 2026 was lower than the effective tax rate for the third quarter and first nine months of fiscal 2025. The decrease was primarily due to an income tax benefit for share-based compensation expense and a change in mix of earnings in jurisdictions with lower tax rates.

**(7)**CASH EQUIVALENT, SHORT-TERM AND LONG-TERM INVESTMENTS

As of the dates indicated, investments classified as available-for-sale are comprised of the following (in thousands):

			August 1, 2026
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
U.S. government obligations			$	184,411					$	1					$	(578)					$	183,834
Corporate debt securities			222,685						1						(269)						222,417
Time deposits			93,091						—						(4)						93,087
			$	500,187					$	2					$	(851)					$	499,338
Included in cash equivalents			$	101,492					$	—					$	—					$	101,492
Included in short-term investments			184,489						1						(197)						184,293
Included in long-term investments			214,206						1						(654)						213,553
			$	500,187					$	2					$	(851)					$	499,338

			November 1, 2025
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
U.S. government obligations			$	147,466					$	304					$	—					$	147,770
Corporate debt securities			119,808						260						—						120,068
Time deposits			74,984						6						—						74,990
			$	342,258					$	570					$	—					$	342,828
Included in cash equivalents			$	69,538					$	—					$	—					$	69,538
Included in short-term investments			215,786						362						—						216,148
Included in long-term investments			56,934						208						—						57,142
			$	342,258					$	570					$	—					$	342,828

The following table summarizes the legal maturities of debt investments as of August 1, 2026 (in thousands):

			Amortized Cost						Estimated Fair Value
Less than one year			$	285,981					$	285,785
Due in 1-2 years			214,206						213,553
			$	500,187					$	499,338

**(8)**FAIR VALUE MEASUREMENTS

As of the dates indicated, the following tables summarize the assets and liabilities that were recorded at fair value on a recurring basis (in thousands):

			August 1, 2026
			Level 1						Level 2						Level 3						Total
Assets:
Money market funds			$	1,877,098					$	—					$	—					$	1,877,098
Bond mutual fund			121,272						—						—						121,272
Time deposits			93,087						—						—						93,087
Deferred compensation plan assets			27,357						—						—						27,357
U.S. government obligations			—						183,834						—						183,834
Corporate debt securities			—						222,417						—						222,417
Foreign currency forward contracts			—						4,322						—						4,322
Total assets measured at fair value			$	2,118,814					$	410,573					$	—					$	2,529,387
Liabilities:
Foreign currency forward contracts			$	—					$	11,003					$	—					$	11,003
Total liabilities measured at fair value			$	—					$	11,003					$	—					$	11,003

			November 1, 2025
			Level 1						Level 2						Level 3						Total
Assets:
Money market funds			$	713,707					$	—					$	—					$	713,707
Bond mutual fund			117,931						—						—						117,931
Time deposits			74,990						—						—						74,990
Deferred compensation plan assets			21,179						—						—						21,179
U.S. government obligations			—						147,770						—						147,770
Corporate debt securities			—						120,068						—						120,068
Foreign currency forward contracts			—						3,236						—						3,236
Total assets measured at fair value			$	927,807					$	271,074					$	—					$	1,198,881
Liabilities:
Foreign currency forward contracts			$	—					$	6,314					$	—					$	6,314
Forward starting interest rate swaps			—						1,345						—						1,345
Total liabilities measured at fair value			$	—					$	7,659					$	—					$	7,659

As of the dates indicated, the assets and liabilities above were presented on Ciena’s Condensed Consolidated Balance Sheets as follows (in thousands):

			August 1, 2026
			Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents			$	2,087,490					$	12,372					$	—					$	2,099,862
Short-term investments			3,967						180,326						—						184,293
Prepaid expenses and other			—						4,322						—						4,322
Long-term investments			—						213,553						—						213,553
Other long-term assets			27,357						—						—						27,357
Total assets measured at fair value			$	2,118,814					$	410,573					$	—					$	2,529,387
Liabilities:
Accrued liabilities and other short-term obligations			$	—					$	11,003					$	—					$	11,003
Total liabilities measured at fair value			$	—					$	11,003					$	—					$	11,003

			November 1, 2025
			Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents			$	901,077					$	99					$	—					$	901,176
Short-term investments			5,551						210,597						—						216,148
Prepaid expenses and other			—						3,236						—						3,236
Long-term investments			—						57,142						—						57,142
Other long-term assets			21,179						—						—						21,179
Total assets measured at fair value			$	927,807					$	271,074					$	—					$	1,198,881
Liabilities:
Accrued liabilities and other short-term obligations			$	—					$	6,314					$	—					$	6,314
Other long-term obligations			—						1,345						—						1,345
Total liabilities measured at fair value			$	—					$	7,659					$	—					$	7,659

Ciena did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented.

(9) INVENTORIES

As of the dates indicated, inventories are comprised of the following (in thousands):

			August 1, 2026						November 1, 2025
Raw materials			$	631,322					$	593,783
Work-in-process			56,693						35,051
Finished goods			305,714						286,050
Deferred cost of goods sold			54,124						40,759
Gross inventories			1,047,853						955,643
Reserve for inventory excess and obsolescence			(175,866)						(129,408)
Inventories, net			$	871,987					$	826,235

During the first nine months of fiscal 2026, Ciena recorded a provision for inventory excess and obsolescence of $72.4 million, primarily driven by reductions in forecasted demand for certain products. Deductions from the reserve were primarily attributable to sales and disposal activities.

(10) EQUIPMENT, BUILDING, FURNITURE AND FIXTURES

As of the dates indicated, equipment, building, furniture and fixtures are comprised of the following (in thousands):

			August 1, 2026						November 1, 2025
Equipment, furniture and fixtures (1)			$	1,075,544					$	892,223
Building subject to capital lease			67,218						67,242
Leasehold improvements			88,647						91,562
			1,231,409						1,051,027
Accumulated depreciation and amortization			(739,753)						(664,248)
			$	491,656					$	386,779

(1) Increase is primarily due to investments in our production capacity.

The total of the depreciation of equipment, furniture and fixtures and the amortization of leasehold improvements was $94.6 million and $69.5 million for the first nine months of fiscal 2026 and 2025, respectively.

(11) OTHER BALANCE SHEET DETAILS

As of the dates indicated, accrued liabilities and other short-term obligations are comprised of the following (in thousands):

			August 1, 2026						November 1, 2025
Compensation, payroll related tax and benefits			$	248,651					$	281,542
Warranty			66,500						55,533
Vacation			35,743						33,708
Foreign currency forward contracts			11,003						6,314
Finance lease liabilities			5,140						4,741
Income taxes payable			117						10,729
Interest payable			—						6,101
Other			140,995						132,413
			$	508,149					$	531,081

The following table summarizes the activity in Ciena’s accrued warranty for the periods indicated (in thousands):

						Beginning Balance												Current Period Provisions						Settlements						Ending Balance
Nine Months Ended August 2, 2025						$	55,267											16,302						(18,503)						$	53,066
Nine Months Ended August 1, 2026						$	55,533											30,050						(19,083)						$	66,500

(12) DERIVATIVE INSTRUMENTS

Foreign Currency Derivatives

Ciena conducts business globally and is exposed to foreign currency exchange rate changes. To limit this exposure, Ciena enters into foreign currency contracts. Ciena does not enter into such contracts for speculative purposes.

As of August 1, 2026 and November 1, 2025, Ciena had forward contracts to hedge its foreign exchange exposure in order to reduce variability in certain currencies for expenses principally related to research and development activities. The notional amount of these contracts was approximately $491.8 million and $431.4 million as of August 1, 2026 and November 1, 2025, respectively. These foreign exchange contracts have maturities of 24 months or less and have been designated as cash flow hedges.

As of August 1, 2026 and November 1, 2025, Ciena had forward contracts designated as net investment hedges to minimize the effect of foreign exchange rate movements on its net investments in foreign operations. The notional amount of these contracts was approximately $57.7 million and $62.0 million as of August 1, 2026 and November 1, 2025, respectively. These foreign exchange contracts have maturities of 36 months or less and have been designated as net investment hedges.

As of August 1, 2026 and November 1, 2025, Ciena had forward contracts in place to hedge its foreign exchange exposure in order to reduce the variability in various currencies of certain balance sheet items. The notional amount of these contracts was approximately $68.3 million and $175.7 million as of August 1, 2026 and November 1, 2025, respectively. These foreign exchange contracts have maturities of 12 months or less and have not been designated as hedges for accounting purposes.

Interest Rate Derivatives

Ciena was exposed to floating rates of interest on its term loan borrowings (see Note 13 below) and hedged such risk by entering into floating-to-fixed interest rate swap arrangements (“interest rate swaps”).

Ciena expected the variable rate payments to be received under the terms of these interest rate swaps to offset, exactly, the forecasted variable rate payments on the equivalent notional amount of the Refinanced 2030 Term Loan (as defined in Note 13 below). These derivative contracts were designated as cash flow hedges and fixed the Secured Overnight Financing Rate (“SOFR”) for $350.0 million of its floating rate debt at 3.47% through January 2028, and an additional $350.0 million at 3.287% through December 2028. The total notional amount of such swaps in effect was $350.0 million, each, as of November 1, 2025.

In June 2026, Ciena terminated its interest rate swaps in conjunction with the extinguishment of the Refinanced 2030 Term Loan (see Note 13). Ciena received cash and recognized a $7.8 million gain for the termination of the swaps reported in interest expense on the Condensed Consolidated Statements of Operations. As of August 1, 2026, Ciena did not have any interest rate swap agreements.

Other information regarding Ciena’s derivatives is immaterial for separate financial statement presentation. See Note 5 and Note 8 above.

(13) SHORT-TERM AND LONG-TERM DEBT

Outstanding Convertible Notes Payable

2031 Convertible Senior Notes

On June 11, 2026, Ciena closed a private offering of $2.88 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “2031 Notes”) to qualified buyers, which includes $375.0 million aggregate principal amount of 2031 Notes issued in connection with the initial purchasers’ full exercise of their option to acquire additional 2031 Notes, pursuant to an indenture, dated June 11, 2026 (the “Indenture”). The 2031 Notes will not bear regular interest and the principal amount of the 2031 Notes will not accrete. The 2031 Notes will mature on September 15, 2031 unless earlier converted, redeemed or repurchased. Ciena intends to use the net proceeds in excess of the repayment of the Refinanced 2030 Term Loan described below, related fees, and expenses for general corporate purposes and investments to enhance supply chain capacity. In addition, a portion of the proceeds from the 2031 Notes were used to repurchase $140.0 million, or approximately 0.3 million shares, of Ciena’s common stock pursuant to its existing stock repurchase program concurrent to settlement.

The initial conversion rate for the 2031 Notes is 1.3393 shares of Ciena’s common stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial conversion price of approximately $746.66 per share. If certain corporate events occur prior to the maturity date, or if Ciena delivers a notice of redemption, Ciena will, in certain circumstances, increase the conversion rate.

On or after September 20, 2029, Ciena has the option to redeem for cash all or any portion of the 2031 Notes if the last reported sale price of Ciena’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Ciena provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. If Ciena redeems less than all the outstanding 2031 Notes, at least $100 million aggregate principal amount of the 2031 Notes must be outstanding and not subject to redemption as of the relevant redemption date.

Prior to the close of business on the business day immediately preceding June 15, 2031, the 2031 Notes are convertible at the option of the holders only under the following circumstances:

• at any time during the 30 consecutive trading day period beginning on, and including, the 21st trading day of any fiscal quarter commencing after the fiscal quarter ending on October 31, 2026, if the last reported sale price of Ciena’s common stock is greater than or equal to 130% of the conversion price for each of at least five trading days (whether or not consecutive) during the first 20 consecutive trading days of such fiscal quarter;

• during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2031 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;

• if Ciena calls such 2031 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2031 Notes called (or deemed called) for redemption; or

• upon the occurrence of certain corporate events, as specified in the Indenture.

In addition, at any time on or after June 15, 2031, holders may convert their 2031 Notes at their option, and in multiples of $1,000 principal amount, without regard to the foregoing circumstances. Upon conversion, Ciena is required to satisfy its conversion obligation with respect to such converted 2031 Notes by delivering cash equal to the principal amount of such converted 2031 Notes and will settle any conversion value in excess in cash, shares of common stock or a combination of cash and shares of common stock, at Ciena’s election.

Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, the holders of the 2031 Notes may require Ciena to repurchase for cash all or any portion of their 2031 Notes in multiples of $1,000 principal amount, at a repurchase price of the principal amount of the 2031 Notes to be purchased, plus accrued and unpaid interest to, but excluding the repurchase date.

The Indenture contains customary covenants and events of default.

The net carrying value of Ciena’s convertible notes was comprised of the following as of the date indicated (in thousands):

						August 1, 2026
						Principal Balance												Deferred Debt Issuance Costs						Net Carrying Value
2031 Notes						$	2,875,000											$	(42,794)					$	2,832,206

Deferred debt issuance costs are amortized using the straight-line method, which approximates the effect of the effective interest rate, through the maturity of the convertible note. The amortization of deferred debt issuance costs for the 2031 Notes is included in interest expense and was minimal during the first nine months of fiscal 2026.

As of August 1, 2026, the estimated fair value of the 2031 Convertible Notes was $2.7 billion. The 2031 Notes are categorized as Level 2 in the fair value hierarchy. Ciena estimated the fair value of its 2031 Notes using a market approach based on observable inputs, such as current market transactions involving comparable securities.

2031 Note Hedge Transactions

On June 11, 2026, Ciena paid an aggregate amount of $988.4 million for convertible note hedge transactions entered into in connection with the issuance of the 2031 Notes (the “2031 Hedge Transactions”). The 2031 Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2031 Notes, approximately 3.9 million shares of Ciena’s common stock, which is the same number of shares initially underlying the 2031 Notes, at a strike price of $746.66, subject to customary adjustments. The 2031 Hedge Transactions will expire upon the maturity of the 2031 Notes, subject to earlier exercise or termination.

The 2031 Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the 2031 Notes and/or offset any cash payments Ciena makes in excess of the principal amount of the converted 2031 Notes, in the event that the market price per share of Ciena’s common stock, as measured under the terms of the 2031 Hedge Transactions, is greater than the 2031 Hedge Transactions strike price of $746.66. The 2031 Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore these transactions are not revalued after their issuance.

Ciena made a tax election to integrate the 2031 Notes and the 2031 Hedge Transactions. As a result of this election, Ciena expects the cost of the 2031 Hedge Transactions to be deductible as original issue discount interest for tax purposes over the term of the 2031 Notes. Ciena recorded a $230.0 million deferred tax asset with a corresponding adjustment to additional paid-in capital on our Condensed Consolidated Balance Sheet.

Warrant Transactions

On June 11, 2026, concurrently with entering into the 2031 Hedge Transactions, Ciena separately entered into privately-negotiated warrant transactions (the “2031 Warrant Transactions”), whereby Ciena sold to the counterparties warrants (the “2031 Warrants”) to purchase, subject to anti-dilution adjustments, 3.9 million shares, of its common stock at an initial strike price of $1,000 per share. Ciena received aggregate proceeds of $873.4 million from the 2031 Warrant Transactions with the counterparties. The 2031 Warrants expire in December 2031.

If the market value per share of the common stock exceeds the strike price of the 2031 Warrants, the 2031 Warrants will have a dilutive effect on our earnings per share, unless Ciena elects, subject to certain conditions, to settle the 2031 Warrants in cash. The 2031 Warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the 2031 Warrants are not revalued after issuance.

Term Loan Payable

Refinanced 2030 Term Loan

On June 11, 2026, outstanding amounts under Ciena’s Refinanced 2030 Term Loan due October 28, 2030 were repaid in full. The net carrying value of the Refinanced 2030 Term Loan as of November 1, 2025 was $1.14 billion. Deferred debt issuance costs were amortized using the straight-line method, which approximated the effect of the effective interest rate method, through the maturity of the Refinanced 2030 Term Loan. The amortization of deferred debt issuance costs for the Refinanced 2030 Term Loan was included in interest expense, and was minimal during both the first nine months of fiscal 2026 and fiscal 2025.

The proceeds from Ciena’s 2031 Notes were used to repay the full $1.14 billion for the outstanding principal of the Refinanced 2030 Term Loan, including accrued interest.

Outstanding Senior Notes Payable

2030 Notes

On January 18, 2022, Ciena entered into an Indenture among Ciena, as issuer, certain domestic subsidiaries of Ciena, as guarantors, and U.S. Bank National Association, as trustee, pursuant to which Ciena issued $400.0 million in aggregate principal amount of 4.00% fixed-rate senior notes due 2030 (the “2030 Notes”).

The net carrying value of the 2030 Notes was comprised of the following as of the dates indicated (in thousands):

						August 1, 2026																		November 1, 2025
						Principal Balance						Deferred Debt Issuance Costs						Net Carrying Value						Net Carrying Value
2030 Notes						$	400,000					$	(2,363)					$	397,637					$	397,119

Deferred debt issuance costs are amortized using the straight-line method, which approximates the effect of the effective interest rate, through the maturity of the 2030 Notes. The amortization of deferred debt issuance costs for the 2030 Notes is included in interest expense and was minimal during both the first nine months of fiscal 2026 and fiscal 2025.

As of August 1, 2026, the estimated fair value of the 2030 Notes was $379.0 million. The 2030 Notes are categorized as Level 2 in the fair value hierarchy. Ciena estimated the fair value of its 2030 Notes using a market approach based on observable inputs, such as current market transactions involving comparable securities.

**(14)**REVOLVING CREDIT FACILITY

On February 10, 2023, pursuant to an ABL Credit Agreement dated October 28, 2019, as amended (the “ABL Credit Agreement”), by and among Ciena, certain of its subsidiaries, the lenders party thereto (the “ABL Lenders”), and Bank of America, as administrative agent, Ciena modified its senior secured asset-backed revolving credit facility (the “ABL Credit Facility”), which provided for a total commitment of $300.0 million to extend its maturity date to September 28, 2025.

On October 24, 2023, pursuant to the Incremental Amendment Agreement to the Credit Agreement among Ciena, as borrower, and Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, and Blue Planet Software, Inc., as guarantors, Ciena incurred a new senior secured revolving credit facility of $300.0 million (the “Revolving Credit Facility”), which replaced the ABL Credit Facility.

On June 11, 2026, and in connection with the 2031 Notes offering (as defined in Note 13 above) Ciena, modified its Revolving Credit Facility to amend by, among other things:

• extending the maturity date of the Revolving Credit Facility from October 24, 2028 to October 24, 2030;

• removing the credit spread adjustment applicable to SOFR-based borrowings under the Revolving Credit Facility;

• adding daily SOFR as an interest rate option for borrowings under the Revolving Credit Facility;

• providing that the outstanding borrowings under the Revolving Credit Facility bear interest, at Ciena’s election, at a rate per annum (which is subject to increase during an event of default) of, at Ciena’s option, either term SOFR or daily SOFR (subject to a floor of 0.00%) plus a margin ranging from 1.25% to 2.00%, as applicable, or a base rate (subject to a floor of 1.00%) plus a margin ranging from 0.25% to 1.00%, in each case, with such interest rate margin based on Ciena’s consolidated net leverage ratio (the “Total Net Leverage Ratio”);

• providing for a commitment fee payable on the unused portion of the Revolving Credit Facility at a per annum rate ranging from 0.20% to 0.30%, with the actual rate determined according to the Total Net Leverage Ratio; and

• providing for increased flexibility with respect to the 2031 Notes offering, the 2031 Hedge Transactions, and the 2031 Warrant Transactions (as defined in Note 13 above).

Under the Revolving Credit Facility, Ciena is also required to maintain certain financial maintenance covenants, including:

• prior to an Investment Grade Event, a maximum Total Secured Net Leverage Ratio of no greater than 3.50 to 1.00 as of the end of any period of four fiscal quarters (provided, that in the event Ciena consummates a qualifying acquisition, Ciena can elect to increase the maximum Total Secured Net Leverage Ratio level to 4.00 to 1.00 for the fiscal quarter in which such qualifying acquisition is consummated and for the next five consecutive fiscal quarters);

• on or after an Investment Grade Event, a maximum Total Net Leverage Ratio of no greater than 4.00 to 1.00 as of the end of any period of four fiscal quarters; and

• a minimum Interest Coverage Ratio of no less than 3.00 to 1.00 as of the end of any period of four fiscal quarters.

Except as amended by the Amendment, the remaining terms of the Credit Agreement remain in full force and effect.

As of August 1, 2026, Ciena was in compliance with the above financial maintenance covenants. Also as of August 1, 2026, letters of credit totaling $40.7 million were issued under our Revolving Credit Facility. There were no borrowings outstanding under the Revolving Credit Facility as of August 1, 2026.

(15) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated balances of other comprehensive income (“AOCI”), net of tax, for the nine months ended August 1, 2026 (in thousands):

			Unrealized Gain (Loss) on
			Available-for-sale Securities						Foreign Currency Forward Contracts												Interest Rate Swaps						Cumulative Translation Adjustment						Total
Balance at November 1, 2025			$	422					$	(3,803)											$	(1,054)					$	(50,600)					$	(55,035)
Other comprehensive gain (loss) before reclassifications			(1,290)						(6,283)												10,576						(6,500)						(3,497)
Amounts reclassified from AOCI			—						3,026												(9,522)						—						(6,496)
Balance at August 1, 2026			$	(868)					$	(7,060)											$	—					$	(57,100)					$	(65,028)

The following table summarizes the changes in AOCI, net of tax, for the nine months ended August 2, 2025 (in thousands):

			Unrealized Gain (Loss) on
			Available-for-sale Securities						Foreign Currency Forward Contracts						Interest Rate Swaps						Cumulative Translation Adjustment						Total
Balance at November 2, 2024			$	798					$	(4,880)					$	8,668					$	(51,297)					$	(46,711)
Other comprehensive gain (loss) before reclassifications			(430)						2,871						(2,826)						5,619						5,234
Amounts reclassified from AOCI			—						2,932						(6,284)						—						(3,352)
Balance at August 2, 2025			$	368					$	923					$	(442)					$	(45,678)					$	(44,829)

All amounts reclassified from AOCI related to settlements on foreign currency forward contracts designated as cash flow hedges, impacted research and development expense on the Condensed Consolidated Statements of Operations. All amounts reclassified from AOCI related to settlements on interest rate swaps designated as cash flow hedges, impacted interest and other income, net, on the Condensed Consolidated Statements of Operations.

(16) EARNINGS PER SHARE CALCULATION

Basic net income per common share (“Basic EPS”) is computed using the weighted average number of common shares outstanding. Diluted net income per potential common share (“Diluted EPS”) is computed using the weighted average number of the following unless the impact of the item is anti-dilutive: (i) common shares outstanding, (ii) shares issuable upon vesting of stock unit awards; and (iii) shares issuable under Ciena’s employee stock purchase plan and upon exercise of outstanding stock options, using the treasury stock method.

The following table presents the calculation of Basic and Diluted EPS for the periods indicated (in thousands, except per share amounts):

			Quarter Ended												Nine Months Ended
			August 1,						August 2,						August 1,						August 2,
			2026						2025						2026						2025
Net income			$	266,418					$	50,308					$	634,921					$	103,849
Basic weighted average shares outstanding			142,061						141,846						142,229						142,437
Effect of dilutive potential common shares			3,906						2,653						3,998						2,721
Diluted weighted average shares outstanding			145,967						144,499						146,227						145,158
Basic EPS			$	1.88					$	0.35					$	4.46					$	0.73
Diluted EPS			$	1.83					$	0.35					$	4.34					$	0.72
Anti-dilutive stock unit awards, excluded			2						1,371						9						1,330

2031 Notes and Warrant Transactions

Diluted EPS only includes the potential impact of the 2031 Notes and the 2031 Warrant Transactions when dilutive. The 2031 Notes are repayable in cash up to par value, and in cash or shares of common stock for the excess over par value. When the stock price is lower than the strike price, there is no dilutive or anti-dilutive impact. There is a dilutive impact only to the extent the average market price of Ciena’s common stock exceeds the conversion price. The 2031 Warrant Transactions

increase the weighted-average number of common shares outstanding when the average market price of our common stock exceeds the $1,000 exercise price under the treasury stock method. See Note 13 above.

Neither the 2031 Notes nor the 2031 Warrant Transactions were included in Diluted EPS in the third quarter and first nine months of fiscal 2026.

(17) STOCKHOLDERS’ EQUITY

Stock Repurchase Program

On October 2, 2024, Ciena announced that its Board of Directors authorized a three-year program to repurchase up to $1.0 billion of its common stock, commencing in fiscal 2025 and continuing through the end of fiscal 2027.

During the first nine months of fiscal 2026, Ciena repurchased approximately 1.0 million shares of its common stock for an aggregate purchase price of approximately $335.3 million, which equates to an average price of $352.06 per share. As of August 1, 2026, Ciena has (i) repurchased 4.9 million shares for an aggregate purchase price of $665.0 million at an average price of $135.55 per share and (ii) has an aggregate of $335.0 million authorized and remaining under its stock repurchase program.

Ciena is required to allocate the purchase price for the shares of Ciena’s stock repurchased as a reduction of common stock and additional paid-in capital.

Stock Repurchases Related to Stock Unit Tax Withholdings

Ciena repurchases shares of its common stock to satisfy employee tax withholding obligations due upon vesting of stock unit awards. The related purchase price of $278.3 million for the shares of Ciena’s stock repurchased during the first nine months of fiscal 2026 is reflected as a reduction to stockholders’ equity. Ciena is required to allocate the purchase price of the repurchased shares as a reduction of common stock and additional paid-in capital.

(18) SHARE-BASED COMPENSATION EXPENSE

The following table summarizes share-based compensation expense for the periods indicated (in thousands):

			Quarter Ended												Nine Months Ended
			August 1,						August 2,						August 1,						August 2,
			2026						2025						2026						2025
Products			$	2,175					$	2,027					$	6,007					$	5,810
Services			4,666						3,941						13,195						11,327
Share-based compensation expense included in cost of goods sold			6,841						5,968						19,202						17,137
Research and development			20,173						16,749						55,353						48,007
Selling and marketing			16,623						13,277						47,863						38,523
General and administrative			14,241						11,008						40,760						32,176
Share-based compensation expense included in operating expense			51,037						41,034						143,976						118,706
Share-based compensation expense capitalized in inventory, net (1)			—						(74)						—						(147)
Total share-based compensation expense			$	57,878					$	46,928					$	163,178					$	135,696

(1) Effective the beginning of fiscal 2026, Ciena will no longer be calculating share-based compensation capitalized in inventory due to immateriality.

As of August 1, 2026, total unrecognized share-based compensation expense was $394.9 million, which relates to unvested stock unit awards and is expected to be recognized over a weighted-average period of 1.52 years.

(19) SEGMENTS AND ENTITY-WIDE DISCLOSURES

Operating segments are defined as components of an enterprise that engage in business activities that earn revenue and incur expense for which discrete financial information is available, and for which such information is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and assessing performance. Ciena has the following operating segments for reporting purposes: (i) Networking Platforms; (ii) Platform Software and Services; (iii) Blue Planet Automation Software and Services; and (iv) Global Services. Ciena’s CODM is its Chief Executive Officer, Gary Smith, who evaluates Ciena’s performance and allocates resources based on segment profit (loss) as compared to annual targets for these four operating segments.

Segment Profit (Loss)

The table below sets forth Ciena’s segment profit (loss) and the reconciliations to consolidated net income for the respective periods indicated (in thousands). The CODM excludes the following items in his assessment of performance of the operating segments: selling and marketing costs; general and administrative costs, significant asset impairments and restructuring costs; share-based compensation expense, amortization of intangible assets; acquisition and integration costs; interest and other income, net; interest expense; loss on extinguishment and modification of debt; and provision for income taxes.

			Quarter Ended												Nine Months Ended
			August 1,						August 2,						August 1,						August 2,
			2026						2025						2026						2025
Revenue:
Networking Platforms			$	1,355,675					$	941,354					$	3,778,921					$	2,628,811
Platform Software and Services			98,657						89,961						285,919						270,469
Blue Planet Automation Software and Services			23,205						27,805						66,986						81,787
Global Services			193,592						160,265						537,084						436,456
Total revenue			$	1,671,129					$	1,219,385					$	4,668,910					$	3,417,523
Segment gross profit:
Networking Platforms			$	600,633					$	365,769					$	1,643,367					$	1,021,850
Platform Software and Services			85,603						75,609						247,456						228,560
Blue Planet Automation Software and Services			9,376						15,527						22,339						45,709
Global Services			80,146						54,375						205,603						155,453
Total segment gross profit			$	775,758					$	511,280					$	2,118,765					$	1,451,572
Research and development expense:
Networking Platforms			$	187,689					$	166,324					$	552,242					$	488,821
Platform Software and Services			18,913						18,539						56,603						53,070
Blue Planet Automation Software and Services			8,894						9,161						28,514						26,367
Global Services			1,004						1,125						3,324						3,164
Total segment research and development expense			$	216,500					$	195,149					$	640,683					$	571,422
Segment profit (loss):
Networking Platforms			$	412,944					$	199,445					$	1,091,125					$	533,029
Platform Software and Services			66,690						57,070						190,853						175,490
Blue Planet Automation Software and Services			482						6,366						(6,175)						19,342
Global Services			79,142						53,250						202,279						152,289
Total segment profit			$	559,258					$	316,131					$	1,478,082					$	880,150
Less: Unallocated cost of goods sold			$	16,493					$	8,201					$	42,426					$	23,834
Less: Unallocated operating and non-operating expenses			276,347						257,622						800,735						752,467
Consolidated net income			$	266,418					$	50,308					$	634,921					$	103,849

Entity-Wide Reporting

Ciena's long-lived assets, including equipment, building, furniture and fixtures, operating right-of-use (“ROU”) assets, finite-lived intangible assets, goodwill, and maintenance spares, are not reviewed by Ciena's CODM for purposes of evaluating performance and allocating resources. As of August 1, 2026, equipment, building, furniture and fixtures, net, totaled $491.7 million, and operating ROU assets totaled $45.7 million, both of which support asset groups within Ciena’s four operating segments and unallocated selling and general and administrative activities.

The following table shows Ciena’s finite-lived intangible assets, goodwill, and maintenance spares allocated by segment and reconciled to total assets (in thousands):

			August 1, 2026
			Networking Platforms						Platform Software and Services						Blue Planet Automation Software and Services						Global Services						Total
Other intangible assets, net			$	188,824					—						—						—						$	188,824
Goodwill			$	268,100					156,191						89,049						—						$	513,340
Maintenance spares, net			$	—					—						—						102,280						$	102,280
Total assets assigned to segments																											$	804,444
Other unallocated assets																											7,192,796
Total assets																											$	7,997,240

			November 1, 2025
			Networking Platforms						Platform Software and Services						Blue Planet Automation Software and Services						Global Services						Total
Other intangible assets, net			$	224,210					—						—						—						$	224,210
Goodwill			$	275,964					156,191						89,049						—						$	521,204
Maintenance spares, net			$	—					—						—						92,392						$	92,392
Total assets assigned to segments																											$	837,806
Other unallocated assets																											5,026,861
Total assets																											$	5,864,667

The following table shows Ciena’s geographic distribution of equipment, building, furniture and fixtures, net and operating ROU assets (in thousands):

			August 1, 2026						November 1, 2025
Canada			$	427,861					$	325,584
United States			53,412						44,634
Other International (1)			56,050						55,174
Total			$	537,323					$	425,392

(1) Any other country representing less than 10% of total is reflected in aggregate as “Other International.”

(20) COMMITMENTS AND CONTINGENCIES

Tax Contingencies

Ciena is subject to various tax contingencies arising in the ordinary course of business. Ciena does not expect that the ultimate settlement of these contingencies will have a material effect on its financial position or cash flows.

Share-based compensation expense impacts Ciena’s tax rate. These deductions are valued at vesting for tax purposes and can increase or decrease the effective tax rate in the period in which they vest.

Litigation

Ciena is subject to various legal proceedings, claims, and other matters arising in the ordinary course of business, including those that relate to employment, commercial, tax, and other regulatory matters. Ciena is also subject to intellectual property-related claims, including claims against third parties that may involve contractual indemnification obligations on the part of Ciena. Ciena does not expect that the ultimate costs to resolve such matters will have a material effect on its results of operations, financial position, or cash flows.

Purchase Order Obligations

Ciena has certain advanced orders for supply of certain long lead time components. As of August 1, 2026, Ciena had $3.3 billion in outstanding purchase order commitments to contract manufacturers and component suppliers for inventory. In certain instances, Ciena is permitted to cancel, reschedule or adjust a portion of these orders.

(21) SUBSEQUENT EVENTS

Stock Repurchase Program

From the end of the third quarter of fiscal 2026 through August 28, 2026, Ciena repurchased 88,896 shares of its common stock for an aggregate purchase price of $36.0 million at an average price of $404.52 per share, inclusive of repurchases pending settlement under its current stock repurchase program. As of August 28, 2026, Ciena has an aggregate of $299.0 million of authorized funds remaining under this repurchase program.