Form 8-K

8-K — HARMONIC INC.

Accession: 0001193125-26-273457

Filed: 2026-06-17

Period: 2026-06-16

CIK: 0000851310

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Completion of Acquisition or Disposition of Assets

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — hlit-20260616.htm (Primary)

EX-99.1 (hlit-ex99_1.htm)

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8-K

8-K (Primary)

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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): June 16, 2026

HARMONIC INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-25826

77-0201147

(State or other jurisdiction of

incorporation)

Commission

File Number

(IRS Employer

Identification 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))

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

HLIT

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 2.01

Completion of an Acquisition or Disposition of Assets

On June 16, 2026, Harmonic Inc. (the “Company”) completed the previously disclosed sale of its Video Business (the “Business”) pursuant to that certain Asset Purchase Agreement, dated March 20, 2026, (the “APA”) with Leone Media Inc. (d/b/a MediaKind) (the “Buyer”) for a purchase price of $145 million in cash (the “Acquisition”). The purchase price was subject to customary adjustments as set forth in the APA, including adjustments based on the net working capital of the Business, cash and indebtedness of the Business and the amount of specified selling expenses.

The APA includes certain representations, warranties and covenants, including an agreement of the Company not to compete with the Business for three years following the closing date of the Acquisition and indemnification provisions pursuant to which the Company and the Buyer agreed to indemnify each other for certain losses arising under the APA.

The above description of the APA is only a summary, does not purport to be complete and is qualified in its entirety by reference to the APA, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2026. Such exhibit is incorporated herein by reference.

Attached as Exhibit 99.1 to this Current Report, and incorporated herein by this reference, is a copy of the Company’s press release dated June 16, 2026, announcing the completion of the Acquisition.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

The Company announced today that Neven Haltmayer has resigned from his position of Senior Vice President and General Manager, Video Business, of the Company, effective June 16, 2026, in connection with the closing of the Acquisition. Mr. Haltmayer is retiring after 20 years of service at the Company.

Item 9.01

Pro forma financial information

(b) Pro forma financial information

The Company has omitted the inclusion of any pro forma financial information herein with respect to the sale of the Business as it has previously reported the results of the disposed Business as discontinued operations and reported the assets and liabilities of the Business as held for sale for all historical periods beginning with its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 24, 2026.

(d) Exhibits

Exhibit

Number

Description

2.1

Asset Purchase Agreement, dated March 20, 2026, by and between Harmonic Inc. and Leone Media Inc.*

99.1

Press release issued on June 16, 2026 by and between Harmonic Inc. and Leone Media Inc.

104

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

* Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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: June 17, 2026

HARMONIC INC.

By:

/s/ Walter Jankovic

Walter Jankovic

Chief Financial Officer

EX-99.1

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Harmonic Completes Divestiture of Video Business to MediaKind

Transaction Positions Harmonic as a Pure-Play Broadband Company

SAN JOSE, California, June 17, 2026 - Harmonic Inc. (Nasdaq: HLIT), the worldwide leader in virtualized broadband solutions, today announced the successful completion of the sale of its Video Business to MediaKind, a global leader in cloud-based video streaming technology, for $145 million in cash. The purchase consideration is subject to net working capital and other customary post-closing adjustments. The transaction marks a defining milestone in the company’s strategic transformation into a leading pure-play broadband innovator and underscores its commitment to maximizing lasting shareholder value.

The divestiture of the Video Business accelerates Harmonic's long-term growth strategy by concentrating the company's resources, capital and operational expertise on its virtualized broadband segment — the fastest-growing business within its portfolio. This transaction also delivers a significant capital infusion to Harmonic, strengthening the company’s balance sheet and providing additional financial flexibility to invest in innovation, further expand its customer base and pursue growth opportunities in the broadband industry.

“The completion of this transaction is a pivotal moment for Harmonic,” said Nimrod Ben-Natan, President and Chief Executive Officer of Harmonic. “We now turn our full focus and capital toward broadband, where our established footprint with the world's largest operators positions us as a leader in the industry's shift to virtualized software-defined broadband networks powered by intelligence capabilities. We are proud of the exceptional work our Video Business has accomplished and are confident they will continue to deliver the same innovation and dedication as a part of MediaKind.”

Harmonic also announced it will host an Investor Day event in New York City on September 15, 2026, offering a detailed look at the company’s core technologies, innovation and growth outlook. The hybrid event will include limited in-person attendance by invitation only and a live webcast available on Harmonic's Investor Relations website. Additional details will be provided in a subsequent announcement closer to the event.

Harmonic is the market share leader in cable broadband equipment, virtual CMTS and DAA, according to Dell’Oro Group, the trusted source for market information about the telecommunications, networks and data center IT industries. Harmonic’s market-leading cOS™ platform powers next-gen broadband services through nearly 46 million CPE devices worldwide for leading operators in North America, Europe, Latin America and Asia. More information about Harmonic and the company’s solutions is available at www.harmonicinc.com.

# # #

About Harmonic

Harmonic (NASDAQ: HLIT), the worldwide leader in virtualized broadband solutions, is transforming multi-gigabit connectivity. The company’s industry-leading cOS™ virtualized broadband platform, suite of solutions for fiber and DOCSIS, and a growing portfolio of AI-powered network intelligence solutions, enable broadband service providers to simplify operations, deliver exceptional subscriber experiences and expand revenue streams. With thousands of vCMTS servers and hundreds of thousands of RPDs deployed globally, Harmonic powers next-generation broadband services with five-nines reliability. Anchored with a customer-first approach and driven by a legacy of innovation, Harmonic supports broadband service providers at every stage of their network evolution. More information is available at www.harmonicinc.com.

Harmonic, the Harmonic logo and other Harmonic marks are owned by Harmonic Inc. or its affiliates. All other trademarks referenced herein are the property of their respective owners.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding the expected benefits of the divestiture of the Video Business; Harmonic’s plans to invest in innovation, expand its customer base and pursue growth opportunities; and Harmonic’s planned investor day and information to be provided at the investor day. These statements are based on our current expectations and beliefs and are subject to risks and uncertainties, including Harmonic’s ability to successfully execute its investment and growth strategies following the divestiture; the risk that post-closing adjustments to the purchase consideration could reduce the net proceeds of the transaction; and the risks and uncertainties more fully described in Harmonic’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended Dec. 31, 2025, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. The forward-looking statements in this press release are based on information available to Harmonic as of the date hereof, and Harmonic disclaims any obligation to update any forward-looking statements.

CONTACTS

Netra Ghosh

Corporate Communications Manager

+1 425-215-5525

netra.ghosh@harmonicinc.com

David Hanover, KCSA Strategic Communications

Investor Relations

+1 212-896-1220

investor@harmonicinc.com

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