UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~October~~November 175, 2024

INFINERA CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware

~~001-33486~~

~~77-0560433~~

001-33486

77-0560433

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction ofincorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

6373 San Ignacio Avenue

6373 San Ignacio Ave

San Jose,

California

95119

(Address of principal executive offices, including Zip Code)

San Jose, California 95119

(Address of principal executive offices)

(408) 572-5200

(Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

INFN

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

☐ Emerging growth company ☐

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~October~~November 175, 2024, Infinera Corporation (the “Company”) issued a press release announcing ~~that~~financial itresults ~~and~~for its third quarter ended September 28, 2024. The Company also posted on the UInvestor Relations section of its website (www.Sinfinera.com) ~~Department~~investor ofslides ~~Commerce~~for ~~have~~its ~~signed~~third aquarter ~~non-binding~~ended ~~preliminary~~September 28, ~~memorandum~~2024. A copy of ~~terms~~the ~~for~~press release and investor slides are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. Information on the Company’s towebsite ~~receive~~is upnot, toand ~~$93 million~~will innot ~~direct~~be ~~funding~~deemed, asa part of this report or incorporated into this or any other filings that the ~~bipartisan~~Company ~~CHIPS~~makes with the Securities and ~~Science~~Exchange ~~Act~~Commission.

AIn ~~copy~~accordance with General Instruction B.2 of Form 8-K, the ~~press~~information ~~release~~in isItem ~~furnished~~2.02 asof this Current Report on Form 8-K, including Exhibit 99.1 ~~hereto~~and Exhibit 99.2, is being furnished under Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated ~~herein~~by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference. in such a filing.

~~Item~~The ~~9.01~~press ~~Financial~~release ~~Statements~~and investor slides furnished herewith as Exhibit 99.1 and ~~Exhibits~~Exhibit 99.2 refer to certain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the exhibit in which each such non-GAAP measure appears.

(d) Exhibits:


Item 9.01			Financial Statements and Exhibits.
(d)			Exhibits.

Exhibit No.	~~Description~~	Description
99.1	~~Press release issued by Infinera Corporation on October 17, 2024~~	Press Release of Infinera Corporation dated November 5, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.2		Investor Slides dated November 5, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

~~SIGNATURE~~ SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

~~INFINERA CORPORATION~~

INFINERA CORPORATION

Date: October 17, 2024

By:

/s/ NANCY ERBA

Date: November 5, 2024

By:

/s/ NANCY ERBA

Name:

Nancy Erba

Nancy ErbaChief Financial Officer

Title:

Chief Financial Officer and Principal Accounting Officer

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