{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-041368","form_type":"8-K","ticker":null,"cik":"0001138639","company_name":"Infinera Corp","filed_at":"2025-02-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:03.025069+00:00","generated_at":"2026-05-25T22:39:21.003687+00:00","sec_items":["1.01","1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Infinera completes merger with Nokia; shareholders get $6.65 cash or 1.7896 Nokia ADSs per share","bullets":["Merger closed Feb 28, 2025; Infinera becomes wholly owned subsidiary of Nokia.","Share consideration: $6.65 cash, 1.7896 Nokia ADSs, or mixed; ~58% of stock elections prorated to cash due to 72% election rate.","2.50% 2027 and 3.75% 2028 convertible notes now convertible into $4.66 cash + 0.5355 Nokia ADSs per $1,000 principal.","Company requested delisting from Nasdaq and will file Form 15 to suspend SEC reporting obligations.","All nine directors resigned effective at the merger close; board replaced per merger agreement."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-041368","json":"https://secwatch.observer/filing/0001193125-25-041368.json","markdown":"https://secwatch.observer/filing/0001193125-25-041368.md","text":"https://secwatch.observer/filing/0001193125-25-041368.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/d847449d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-25T22:39:21.003687+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0e74ac7fb8","claim":"Roop K. Lakkaraju departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"116cec21e7","claim":"Sharon E. Holt departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"317b0ac052","claim":"Gregory P. Dougherty departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"37445b7b91","claim":"David W. Heard departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"53a35be163","claim":"Amy H. Rice departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5848d67790","claim":"Christine B. Bucklin departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"831221d982","claim":"Paul J. Milbury departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9a4f900afe","claim":"David F. Welch departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c0ed80e23e","claim":"George A. Riedel departed as Director at Infinera Corp.","evidence_excerpt":"As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"41b72e5d2a6b23a746640e67caf77cfc9e514430","claim":"Infinera Corp: Bylaws amended and restated in connection with merger.","evidence_excerpt":"At the Effective Time, the certificate of incorporation and bylaws of Infinera were amended and restated in accordance with the terms of the Merger Agreement.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"5eb7dd4814c470c85e41b1d7c1089337c1abce08","claim":"Infinera Corp: Certificate of incorporation amended and restated in connection with merger.","evidence_excerpt":"At the Effective Time, the certificate of incorporation and bylaws of Infinera were amended and restated in accordance with the terms of the Merger Agreement.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"1b81f01d1ab74968de7bbcd69899f534e247ad51","claim":"Infinera Corp underwent a change of control involving Nokia Corporation for at the election of the holder, the right to receive one of the following: cash in an amount equal to $6.65, without interest; 1.7896 American Depositary Shares (closed 2025-02-28).","evidence_excerpt":"Agreement), was automatically cancelled, extinguished and converted into, at the election of the holder, the right to receive one of the following: • cash in an amount equal to $6.65, without interest (the “Cash Consideration”); • 1.7896 American Depositary Shares (each such share, a “Nokia ADS”) (each whole Nokia ADS representing a beneficial interest in one","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1138639/000119312525041368/0001193125-25-041368-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Nokia Corporation"},{"label":"Consideration","value":"at the election of the holder, the right to receive one of the following: cash in an amount equal to $6.65, without interest; 1.7896 American Depositary Shares"},{"label":"Closing","value":"2025-02-28"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}