{"url_path":"/sec/cien/8-k/2026-06-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 UNREGISTERED SALE OF EQUITY SECURITIES","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/936395/0001193125-26-267607-index.html","accession_number":"0001193125-26-267607","cik":"0000936395","ticker":"CIEN","issuer_name":"CIENA CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/936395/0001193125-26-267607-index.html","primary_entity_key":"0000936395","primary_entity_name":"CIENA CORP"},"word_count":321,"has_tables":true,"body_markdown":"ITEM 3.02 – UNREGISTERED SALE OF EQUITY SECURITIES\n\nThe information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.\n\nThe Company sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Notes and the common stock issuable upon the exchange of the Notes, if any, will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.\n\nThe 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. The warrants and the shares of the common stock issuable upon exercise of the warrants, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of the common stock are issued upon exercise of the warrants by any of the option counterparties pursuant to the respective warrants, such shares will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with any resulting issuance of shares of the common stock. The maximum number of shares of the common stock issuable in connection with the warrants is 7,700,978 subject to adjustments as set forth in the warrant confirmations."}