Harmonic Inc. filed SEC Form 8-K: Regulation FD Disclosure

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, 2025

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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

On December 8, 2025 Harmonic Inc. (the “Company”) entered into a Put Option Agreement (the “Put Option Agreement”) between the Company and Leone Media Inc. (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 such exclusivity 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).

In addition, following completion of the required French works council consultation process and delivery by the Company (as “Beneficiary” as defined in the Put Option Agreement) of a notice of intent to exercise the Put Option, pursuant to the terms of the Put Option Agreement, the Buyer undertakes to, among other things (1) execute the APA in the form attached to the Put Option Agreement, (2) and consummate the Acquisition as provided in the APA. The Put Option will remain open for acceptance by the Company until the earlier of five business days after the completion of the required consultation processes, and March 23, 2026.

The Buyer’s and the Company’s obligation to complete the Acquisition will be subject to certain conditions under the APA, including customary regulatory approvals. The APA includes certain representations, warranties, and covenants 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.

The Acquisition is expected to close in the first half of 2026.

The above description of the Put Option Agreement and the sale of the Business is only a summary, does not purport to be complete and is qualified in its entirety by reference to full text of the Put Option Agreement (including the appendices thereto), a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This report contains statements that the 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 business and the timings of such transaction. All statements other than statements of historical fact included in this report are forward-looking statements. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other 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-looking statements. 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

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.

On December 8, 2025, the Company issued a press release announcing it had signed a binding offer with respect to the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any Company filings under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

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.