UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~December 8~~February 3, ~~2025~~2026

HARMONIC INC.

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

Delaware	000-25826	~~000~~77-~~25826~~0201147	~~77-0201147~~
(State or other jurisdiction of incorporation)		Commission File Number	(IRS Employer Identification No.)
(State or other jurisdiction ofincorporation)	CommissionFile Number	(IRS EmployerIdentification No.)

2590 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 542-2500

(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))

☐ 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)	~~TradingSymbol(s)~~Name of each exchange on which registered		~~Name of each exchangeon which registered~~
Common Stock, par value $0.001 per share	HLIT	~~HLIT~~The Nasdaq Global Select Market		~~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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory.

~~On December 8, 2025 Harmonic Inc.~~ (~~the “Company”~~e) ~~entered into a Put Option Agreement (the “Put Option Agreement”) between the Company and Leone Media Inc~~Compensatory. (d/b/a MediaKind) (the “Buyer”). Under the Put Option Agreement, the Buyer has irrevocably provided the Company with the right (the “Put Option”) to require the Buyer to purchase the Company’s Video Business (the “Business”) for a purchase price of $145 million in cash, which Put Option may be exercised only following completion of the required consultation process with the relevant employee works council in France, with respect to such asset sale by the Company (the “Acquisition”). The purchase price is subject to potential adjustment based on the amount, on the date the Acquisition is consummated, of net working capital of the Business and the cash and debt of the entities to be sold in the Acquisition, as well as for the amount of specified selling expenses.

Pursuant to the Put Option Agreement, in consideration for the Buyer’s undertakings thereunder, the Company granted to the Buyer an exclusivity undertaking that extends from the signing date of the Put Option Agreement to the earliest to occur of (1) the signing date of the asset purchase agreement governing the Acquisition, the form of which is attached to the Put Option Agreement (the “APA”), and (2) March 23, 2026. ~~During~~Key ~~such~~Contributor ~~exclusivity~~Incentive period, the Company and their representatives shall not, subject to certain exceptions, directly or indirectly pursue, initiate, solicit, or encourage any competing alternative proposals, or enter into any agreements with respect thereto, and further agree to terminate all existing discussions, negotiations, and communications concerning any alternative proposal and not provide any third parties any information in connection therewith (all as described more fully in the Put Option Agreement). Plan

InOn ~~addition~~February 3, ~~following~~2026, ~~completion of~~ the ~~required~~Compensation ~~French~~Committee ~~works~~(the ~~council~~“Compensation ~~consultation~~Committee”) ~~process~~of ~~and~~the ~~delivery~~board byof ~~the~~directors ~~Company~~ (asthe “~~Beneficiary~~Board” ~~as defined in the Put Option Agreement~~) of ~~a notice of intent to exercise~~ the ~~Put Option~~Company, ~~pursuant~~following toa ~~the~~review ~~terms~~ of the ~~Put~~Company’s ~~Option~~executive ~~Agreement,~~compensation ~~the~~program ~~Buyer~~with ~~undertakes~~its ~~to,~~third-party ~~among~~compensation ~~other~~consultant’s ~~things~~assistance, ~~(1) execute~~approved the ~~APA~~adoption inof the ~~form~~Harmonic ~~attached~~2026 toKey ~~the~~Contributor ~~Put~~Incentive ~~Option~~Plan ~~Agreement,~~ (~~2) and consummate~~ the ~~Acquisition~~“Bonus ~~as provided in the APA~~Plan”). The ~~Put~~participants ~~Option~~in ~~will~~the ~~remain~~Bonus ~~open~~Plan ~~for~~include ~~acceptance by~~ the ~~Company~~following ~~until~~named ~~the~~executive ~~earlier~~officers of ~~five business days after~~ the ~~completion of the required consultation processes, and March 23, 2026.~~ Company:

~~The~~Name ~~Buyer’s~~Position ~~and~~Nimrod ~~the~~Ben-Natan ~~Company’s~~President ~~obligation~~and toChief ~~complete~~Executive ~~the~~Officer ~~Acquisition~~Walter ~~will~~Jankovic beChief ~~subject~~Financial toOfficer ~~certain~~Timothy ~~conditions~~Chu ~~under~~General ~~the APA~~Counsel, ~~including~~SVP ~~customary~~HR ~~regulatory approvals. The APA includes certain representations, warranties,~~ and ~~covenants~~Corporate ~~of the parties thereto. The APA provides that either the Buyer or Company have the right to terminate the APA in the event that the closing conditions have not been satisfied by June 8, 2026.~~ Secretary

The ~~Acquisition~~performance isgoals ~~expected~~under tothe ~~close~~Bonus inPlan ~~the~~are ~~first~~comprised ~~half~~ of non-GAAP operating profit and bookings targets for fiscal 2026.

~~The~~A ~~above~~minimum ~~description~~threshold ofmust ~~the~~be ~~Put~~exceeded ~~Option~~before ~~Agreement~~any ~~and~~bonus ~~the~~payments ~~sale~~will ofbe ~~the~~made ~~Business~~with isrespect ~~only~~to a ~~summary,~~Bonus ~~does~~Plan ~~not~~component, ~~purport to be complete~~ and isin ~~qualified~~the inevent ~~its~~any ~~entirety~~targets byare ~~reference~~surpassed, toa ~~full~~Bonus ~~text~~Plan ofparticipant ~~the~~may ~~Put~~receive ~~Option~~total ~~Agreement~~bonus ~~(including~~payouts ~~the~~of ~~appendices~~up ~~thereto),~~to a ~~copy~~maximum of ~~which~~200% isof ~~filed~~the asportion ~~Exhibit~~of ~~2.1~~such toparticipant’s ~~this~~target ~~Current~~bonus ~~Report~~that ~~on Form 8-K and~~ is ~~incorporated~~related ~~herein~~to bythat ~~reference~~metric.

~~Forward-Looking~~Payment ~~Statements~~of any earned bonus amounts based on performance against Bonus Plan targets will be made following the end of fiscal year 2026.

~~This~~The ~~report~~following ~~contains~~table ~~statements~~sets ~~that~~forth ~~the~~each Company believes to be “forward-looking statements” within the meaning U.S. federal securities laws that involve substantial risks and uncertainties, including statements regarding the proposed acquisition of the ~~video~~above ~~business~~listed ~~and~~named ~~the~~executive ~~timings~~officer’s of(i) ~~such~~current ~~transaction.~~annual ~~All~~base ~~statements other than statements of historical fact included in this report are forward-looking statements. These statements may include words such as “anticipate~~salary,” ~~“estimate,”~~(ii) ~~“expect,”~~new ~~“project,”~~annual ~~“plan,”~~base ~~“intend,”~~salary ~~“believe,”~~effective ~~“may,”~~July ~~“will~~1,” ~~“should~~2026,” ~~“can~~reflecting ~~have,”~~increases ~~“likely”~~as ~~and~~approved ~~other~~by ~~words and terms of similar meaning in connection with any discussion of~~ the ~~timing~~Compensation orCommittee ~~nature~~on ofFebruary ~~future operating or financial performance or other events. These forward-looking statements are not guarantees of future performance and are subject to risks~~3, ~~uncertainties~~2026, ~~assumptions~~ and ~~other~~(iii) ~~factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward~~full-~~looking~~year ~~statements.~~target ~~These factors include the possibility that the parties will fail to obtain necessary regulatory approvals or to satisfy any of the other closing conditions to the proposed~~ bonus:

transaction; failure to realize the expected benefits of the transaction, including expected tax benefits, or expected synergies; difficulties in predicting results of operations of an acquired business; and other risks, uncertainties, assumptions and other factors impacting future results of the Company. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission, which include its Annual Reports on Form 10-K for the year ended December 31, 2024, our most recent Quarterly Report on Form 10-Q and our Current Reports on Form 8-K. All forward-looking statements speak only as of the date of this report. The Company assumes no obligation, and disclaims any obligation, to update information contained in this report. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.


Name	Current Base Salary	New Base Salary	Target Bonus as % of Base Salary
Nimrod Ben-Natan	$618,000	$750,000	100%
Walter Jankovic	$489,250	$503,928	80%
Timothy Chu	$426,420	$439,213	65%

~~Item~~Participants 7in the Bonus Plan must remain employed through the date that any bonus amount is paid in order to qualify for the bonus payment.01 ~~Regulation~~The FDCompensation ~~Disclosure~~Committee, in its sole discretion, retains the right to amend, supplement, supersede or cancel the Bonus Plan for any reason, and reserves the right to determine whether and when to pay out any bonus amounts, regardless of the achievement of the performance targets.

OnAmended ~~December 8,~~and ~~2025,~~Restated ~~the~~Change ~~Company issued a press release announcing it had signed a binding offer with respect to the Acquisition. A copy~~ of ~~the~~Control ~~press~~Severance ~~release is attached hereto as Exhibit 99.1.~~ Agreements

~~The~~On ~~information~~February ~~furnished~~3, in2026, ~~this~~the ~~Item~~Compensation ~~7.01~~Committee, ~~and~~following ~~Exhibit~~a ~~99.1~~review ~~shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~executive ~~Act~~compensation ofprogram ~~1934,~~with asits ~~amended~~third-party ~~(the~~compensation ~~“Exchange~~consultant’s ~~Act”)~~assistance, orapproved ~~otherwise~~an ~~subject~~amended ~~to the liabilities under that Section,~~ and ~~shall~~restated ~~not~~Change beof ~~deemed~~Control toSeverance beAgreement ~~incorporated~~between bythe ~~reference into any~~ Company ~~filings~~and ~~under~~each ~~the Securities Act~~ of ~~1933~~Messrs. Ben-Natan, asJankovic ~~amended~~and orChu ~~the Exchange Act~~(each, ~~except~~an as“Amended ~~shall be expressly set forth by specific reference in such filing~~Agreement”).

~~Item~~Each ~~9.01~~Amended ~~Financial~~Agreement ~~Statements~~provides ~~and~~that, ~~Exhibits.~~if the executive’s employment with the Company is terminated as a result of an Involuntary Termination (as defined in the Amended Agreement) other than for Cause (as defined in the Amended Agreement) at any time upon the date of or within eighteen (18) months following a Change of Control (as defined in the Amended Agreement) (the period, a “Change of Control Period”), then, conditioned on executive’s satisfaction of a release requirement, the executive will be entitled to receive:

•

A lump-sum cash payment equal to 100 percent (dor 200 percent for Mr. Ben-Natan) ~~Exhibits~~of his base salary for the 12 months preceding the change of control,

•

ExhibitNo.		Exhibit No.
2.1		Put Option Agreement, dated December 8, 2025, between Harmonic Inc. and Leone Media Inc.*
99.1		Press release, dated December 8, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

A lump-sum cash payment equal to the greater of 100 percent (or 200 percent for Mr. Ben-Natan) of his then annual target bonus or the average of the actual bonus paid in each of the two prior years,

•

*Company-paid ~~Schedules~~continuation of health and ~~certain~~dental ~~exhibits~~insurance ~~have~~benefits ~~been~~(and ~~omitted~~with ~~pursuant~~respect to ~~Item~~each ~~601(b)(2)~~named ofexecutive ~~Regulation~~officer ~~S-K~~other than Mr. ~~The~~Ben-Natan, ~~Company~~if ~~hereby~~available, ~~undertakes~~life toinsurance ~~furnish~~benefits) ~~supplementally~~for ~~copies~~the ofexecutive and any of ~~the~~his ~~omitted~~eligible ~~schedules~~dependents ~~and~~for ~~exhibits~~up ~~upon~~to ~~request~~one byyear ~~the~~(or Ueighteen months for Mr.S. ~~Securities~~Ben-Natan) ~~and~~following ~~Exchange~~the ~~Commission.~~termination of his employment, and

•

Accelerated vesting of one hundred percent (100%) of the unvested portion of any outstanding stock options and restricted stock, and

•

A lump-sum cash payment of $5,000 for outplacement assistance.

Each Amended Agreement was amended to add that, in the event of an Involuntary Termination outside of the Change of Control Period, then, subject to the executive’s satisfaction of a release requirement, the executive will be entitled to receive:

•

a lump-sum cash payment equal to 100 percent (or 150 percent for Mr. Ben-Natan) of his base salary for the 12 months preceding the termination of employment, and

•

company-paid continuation of health and dental insurance benefits (and with respect to each named executive officer other than Mr. Ben-Natan, if available, life insurance benefits) for the executive and any of his eligible dependents for up to one year (or eighteen months for Mr. Ben-Natan) following the termination of his employment.

The Amended Agreement for Mr. Ben-Natan amends the maximum period of his continued employee benefits on an involuntary termination during the change of control period from 12 months to 18 months following the termination of his employment, and all of the Amended Agreements reflect certain other immaterial clarifying changes and legal updates.

The foregoing description of the Amended Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreements, copies of which are filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.

Vesting of Certain Executive Equity Awards in Connection with Sale of Video Business

On February 3, 2026, the Compensation Committee, in light of the pending sale of the Company’s Video Business pursuant to a certain put option agreement between the Company and Leone Media Inc. (d/b/a MediaKind) as previously announced, approved the vesting acceleration of each time-based restricted stock unit covering shares of the Company’s common stock held by Neven Haltmayer, the Company’s Senior Vice President and General Manager, Video Business, that is outstanding and unvested as of the completion of such sale, subject to Mr. Haltmayer’s continued employment with the Company through the date of such sale completion.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
10.1		Amended and Restated Severance and Change of Control Agreement between Harmonic Inc. and Nimrod Ben-Natan dated February 3, 2026.
10.2		Amended and Restated Severance and Change of Control Agreement between Harmonic Inc. and Walter Jankovic dated February 3, 2026.
10.3		Amended and Restated Severance and Change of Control Agreement between Harmonic Inc. and Timothy Chu dated February 3, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: December, 8, 2025	HARMONIC INC.
Date: February 9, 2026	HARMONIC INC.
	By:	/s/ ~~Walter~~Timothy ~~Jankovic~~Chu
		Walter Jankovic
		Timothy Chu
		Chief Financial Officer
		General Counsel, SVP HR and Corporate Secretary

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