UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~February 3118, 2025

INFINERA CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33486

77-0560433

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6373 San Ignacio Avenue

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)

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐ 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 8.01 Other Events.

AsOn ~~previously disclosed, on June~~February 2718, ~~2024~~2025, Infinera Corporation (“Infinera”) ~~entered~~issued ~~into~~a anpress ~~Agreement~~release ~~and~~announcing ~~Plan~~that ofits ~~Merger~~pending acquisition (the “~~Merger Agreement~~Transaction”) ~~with~~by Nokia Corporation ~~(“Nokia”)~~is ~~and~~anticipated ~~Neptune~~to ofbe ~~America~~completed ~~Corporation~~on ~~(“Merger Sub”).~~or ~~The~~about February ~~Merger Agreement~~28, ~~provides that~~2025, onwhich ~~the~~date ~~terms~~remains ~~and~~ subject to ~~the~~receipt ~~conditions~~of ~~set~~remaining ~~forth~~outstanding inregulatory ~~the Merger Agreement, Merger Sub~~approvals ~~will merge with~~ and ~~into Infinera (~~the ~~“Merger”),~~satisfaction ~~with~~of ~~Infinera~~other ~~surviving~~remaining ~~the Merger and~~customary ~~becoming~~closing ~~a wholly owned subsidiary, directly or indirectly, of Nokia~~conditions.

~~The~~Based on the anticipated February 28, 2025 completion date, Infinera today also announced that the deadline to revoke a previously made election with respect to the form of merger consideration to be received in the ~~Merger~~ Transaction is ~~conditioned~~5:00 onp.m., ~~among~~New ~~other~~York ~~things~~City time, on February 21, 2025 (the ~~receipt~~“Election ofRevocation ~~certain~~Deadline”). ~~regulatory~~In ~~approvals~~the event that the anticipated completion date is delayed, Infinera will communicate an updated Election Revocation Deadline. Infinera stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier deadline for revoking elections.

~~During~~A ~~the~~copy ~~fourth quarter~~ of ~~2024,~~ the ~~parties~~press ~~received~~release ~~many~~is offurnished ~~the~~as ~~other~~Exhibit ~~outstanding required regulatory approvals for the Merger~~99.1 Ashereto ~~of the date of this Current Report on Form 8-K, regulatory approvals from the European Union~~ and ~~Taiwan,~~incorporated ~~along~~herein ~~with~~by ~~certain other remaining customary closing conditions under the Merger Agreement, are the major items outstanding to proceed to closing~~reference. ~~Nokia and Infinera currently expect the Merger to be completed during the first quarter of 2025, subject to the satisfaction of the remaining closing conditions specified in the Merger Agreement.~~

~~Cautionary~~Item ~~Note~~9.01 ~~Regarding~~Financial ~~Forward-Looking~~ Statements and Exhibits

~~Certain~~(d) ~~statements~~Exhibits: contained in this Current Report on Form 8-K may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially.

Statements in this communication that are forward-looking may include statements regarding the anticipated timing of the closing of the Merger.


Exhibit No.		Description

99.1		Press release issued by Infinera Corporation on February 18, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (1) the possibility that the conditions to the closing of the Merger are not satisfied, including the risk that required regulatory approvals to consummate the Merger are not obtained, on a timely basis or at all; (2) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Merger Agreement; (3) possible disruption related to the Merger to the current plans, operations and business relationships of Infinera and Nokia, including through the loss of customers and employees; (4) the amount of the costs, fees, expenses and other charges incurred by Infinera and Nokia related to the Merger; (5) the possibility that the stock prices of Infinera and Nokia could fluctuate during the pendency of the Merger and may decline if the Merger is not completed; (6) for both Infinera and Nokia, the possible diversion of management’s time and attention from ongoing business operations and opportunities; (7) the response of competitors and other market participants to the Merger; (8) potential litigation relating to the Merger; (9) uncertainty as to the timing of completion of the Merger and the ability of each party to consummate the Merger; and (10) the other risks and uncertainties detailed in the periodic reports that Infinera and Nokia file with the SEC. All forward-looking statements in this Current Report on Form 8-K are based on information available to Infinera and Nokia as of the date of this Current Report on Form 8-K, and, except as required by law, neither Infinera nor Nokia assumes any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

SIGNATURE

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
Date: January 31, 2025	By:	/s/ NANCY ERBA
Date: February 18, 2025	By:	/s/ NANCY ERBA
	Name:	Nancy Erba
	Title:	Chief Financial Officer and Principal Accounting Officer

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