Harmonic Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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): February 3, 2026

HARMONIC INC.

(Exact name of Registrant as specified in its charter)

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:

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

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. ☐

(e) Compensatory.

2026 Key Contributor Incentive Plan

On February 3, 2026, the Compensation Committee (the “Compensation Committee”) of the board of directors (the “Board”) of the Company, following a review of the Company’s executive compensation program with its third-party compensation consultant’s assistance, approved the adoption of the Harmonic 2026 Key Contributor Incentive Plan (the “Bonus Plan”). The participants in the Bonus Plan include the following named executive officers of the Company:

The performance goals under the Bonus Plan are comprised of non-GAAP operating profit and bookings targets for fiscal 2026.

A minimum threshold must be exceeded before any bonus payments will be made with respect to a Bonus Plan component, and in the event any targets are surpassed, a Bonus Plan participant may receive total bonus payouts of up to a maximum of 200% of the portion of such participant’s target bonus that is related to that metric.

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

The following table sets forth each of the above listed named executive officer’s (i) current annual base salary, (ii) new annual base salary effective July 1, 2026, reflecting increases as approved by the Compensation Committee on February 3, 2026, and (iii) full-year target bonus:

Participants in the Bonus Plan must remain employed through the date that any bonus amount is paid in order to qualify for the bonus payment. The Compensation 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.

Amended and Restated Change of Control Severance Agreements

On February 3, 2026, the Compensation Committee, following a review of the Company’s executive compensation program with its third-party compensation consultant’s assistance, approved an amended and restated Change of Control Severance Agreement between the Company and each of Messrs. Ben-Natan, Jankovic and Chu (each, an “Amended Agreement”).

Each Amended Agreement provides that, 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:

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:

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.

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.