---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-267607"
form_type: "8-K"
ticker: "CIEN"
cik: "0000936395"
company_name: "CIENA CORP"
filed_at: "2026-06-11T20:21:49+00:00"
generated_at: "2026-06-11T20:32:42.878721+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Ciena closes $2.875B zero-coupon convertible notes offering; repays $1.14B term loan

## Summary
- Aggregate principal $2.875B (incl. $375M over-allotment), 0.00% coupon, due Sept 2031.
- Initial conversion price ~$746.66/share (60% premium over $466.67 June 8 close).
- Net proceeds ~$2.72B; $1.14B to repay term loan, $140M to repurchase 0.3M shares.
- Entered convertible note hedge and warrant transactions; effective conversion price after hedges $1,000/share.
- Credit agreement amended: revolving facility maturity extended to Oct 2030, interest rate margins adjusted.

## SEC filing metadata
- accession: 0001193125-26-267607
- form_type: 8-K
- ticker: CIEN
- cik: 0000936395
- company_name: CIENA CORP
- filed_at: 2026-06-11T20:21:49+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/936395/000119312526267607/0001193125-26-267607-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/936395/000119312526267607/d118604d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-267607
- JSON: https://secwatch.observer/filing/0001193125-26-267607.json
- Plain text: https://secwatch.observer/filing/0001193125-26-267607.txt

## Key facts
- Debt Financings
  CIENA CORP incurred convertible notes of $2.875 billion aggregate principal amount with U.S. Bank Trust Company, National Association at 0.00% maturing September 15, 2031.
  - Instrument: convertible notes
  - Principal: $2.875 billion aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 0.00%
  - Maturity: September 15, 2031
  - Event: incurrence
  source text: On June 11, 2026, Ciena Corporation (the “Company”) closed its previously announced private offering (the “Offering”) of $2.875 billion aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/936395/000119312526267607/0001193125-26-267607-index.htm
- Equity Issuances
  CIENA CORP issued 7,700,978 shares of common stock maximum of warrant to option counterparties for proceeds from warrant transactions.
  - Security: warrant
  - Shares: 7,700,978 shares of common stock maximum
  - Purchaser: option counterparties
  - Consideration: proceeds from warrant transactions
  source text: The Company sold the warrants comprising the warrant transactions described above to the option counterparties in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
  evidence_url: https://www.sec.gov/Archives/edgar/data/936395/000119312526267607/0001193125-26-267607-index.htm
- Material Agreements
  CIENA CORP entered into Indenture with U.S. Bank Trust Company, National Association valued at $2.875 billion aggregate principal amount (effective 2026-06-11).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $2.875 billion aggregate principal amount
  - Effective: 2026-06-11
  source text: On June 11, 2026, Ciena Corporation (the “Company”) closed its previously announced private offering (the “Offering”) of $2.875 billion aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”), which includes $375.0 million aggregate principal amount of Notes issued in connection with the initial purchasers’ full exercise of their option to acquire additional Notes, pursuant to an indenture, dated June 11, 2026 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/936395/000119312526267607/0001193125-26-267607-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.