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): May 6, 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 2.02.	Results of Operations and Financial Condition.

On May 11, 2026, Harmonic Inc. (the “Company”) issued a press release regarding its preliminary unaudited financial results for the quarter ended April 3, 2026. In the press release, Harmonic also announced that it would be holding a conference call on May 11, 2026 to discuss its financial results for the quarter ended April 3, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished 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 liabilities of that Section, and this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act.

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory.

 

(e) Compensatory

On May 6, 2026, the Compensation Committee approved a new transaction success incentive plan (the “Incentive Plan”) for Neven Haltmayer, the Company’s Senior Vice President and General Manager, Video Business, in connection with the pending sale of the Company’s Video Business to Leone Media Inc. (d/b/a MediaKind) (the “Transaction”). The Incentive Plan supersedes and replaces the incentive previously approved by the Compensation Committee on February 3, 2026. Under the Incentive Plan, (i) 50 percent of Mr. Haltmayer’s time-based restricted stock units covering shares of the Company’s common stock that are outstanding and unvested as of the date of completion of the Transaction (the “Transaction Closing Date”) will vest on the Transaction Closing Date and (ii) 50 percent of Mr. Haltmayer’s performance-based restricted stock units granted in April 2025 will vest as of the Transaction Closing Date, in each case subject to Mr. Haltmayer’s continued employment with the Company through the Transaction Closing Date. In addition, upon the successful completion of the Transaction, Mr. Haltmayer will be entitled to receive a cash bonus in the gross amount of $835,000, subject to Mr. Haltmayer’s continued employment with the Company through the Transaction Closing Date.

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: May 11, 2026				HARMONIC INC.
				By:		/s/ Walter Jankovic
						Walter Jankovic
						Chief Financial Officer