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HARMONIC INC.

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

HLIT$9.99-2.3%Stored close · as of Nov 10, 2026

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Contents

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  1. Financial Statements. See Index to Consolidated Financial Statements in Item 8 on page of this Annual Report on Form 10-K.

  2. Financial Statement Schedules. Financial statement schedules have been omitted because the information is not required to be set forth herein, is not applicable or is included in the financial statements or the notes thereto.

  3. Exhibits. The documents listed in the Exhibit Index of this Annual Report on Form 10-K are filed herewith or are incorporated by reference in this Annual Report on Form 10-K, in each case as indicated therein.

ExhibitNumberDescription
3.1 (i)Certificate of Incorporation of Harmonic Inc., as amended
3.2 (ii)Amended and Restated Bylaws of Harmonic Inc.
4.1 (iii)Form of Common Stock Certificate
4.2 (iv)Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Harmonic Inc.
4.3 (v)Description of Common Stock
10.1Form of Indemnification Agreement
10.2 (vi)*1995 Stock Plan, as amended and restated on June 11, 2024
10.3 (vii)*2002 Director Stock Plan, as amended and restated on June 8, 2021
10.4 (viii)*2002 Employee Stock Purchase Plan, as amended and restated on June 12, 2025
10.5 (ix)2025 Equity Incentive Plan
10.6 (x)*Amended and Restated Change of Control Severance Agreement, dated as of February 3, 2026, between Harmonic Inc. and Timothy Chu.
10.7 (xi)*Offer Letter, dated as of May 10, 2023, between Harmonic Inc. and Walter Jankovic
10.8 (xii)*Amended and Restated Change of Control Severance Agreement, dated as of February 3, 2026, between Harmonic Inc. and Walter Jankovic.
10.9 (xiii)*Amended and Restated Change of Control Severance Agreement, dated as of November 30, 2023, between Harmonic Inc. and Neven Haltmayer
10.10 (xiv)Professional Service Agreement between Harmonic Inc. and Plexus Services Corp., dated September 22, 2003
10.11 (xv)Amendment, dated January 6, 2006, to the Professional Services Agreement for Manufacturing between Harmonic Inc. and Plexus Services Corp., dated September 22, 2003
10.12 (xvi)Addendum 1, dated November 26, 2007, to the Professional Services Agreement between Harmonic Inc. and Plexus Services Corp., dated September 22, 2003
10.13 (xvii)Master Receivables Purchase Agreement dated as of September 29, 2023, by and between Harmonic Inc. and JPMorgan Chase Bank, N.A.
10.14 (xviii)Credit Agreement, dated as of December 21, 2023, by and among Harmonic Inc., the lenders party thereto and Citibank, N.A., as administrative agent, swingline lender and L/C issuer
10.15 (xix)Third Amendment to Credit Agreement, dated as of December 23, 2024, by and among Harmonic Inc., the subsidiary guarantor party thereto, the lenders party thereto and Citibank, N.A.
10.16 (xx)*CEO Appointment Letter between Harmonic Video Networks Ltd. and Nimrod Ben-Natan, signed April 29, 2024.
10.17 (xxi)*Amended and Restated Change of Control Severance Agreement, dated as of February 3, 2026, between Harmonic Inc. and Nimrod Ben-Natan.
10.18 (xxii)Put Option Agreement, dated December 8, 2025, between Harmonic Inc. and Leone Media Inc.*
19.1 (xxiii)Insider Trading Policy
21.1Subsidiaries of Harmonic Inc.
23.1Consent of Independent Registered Public Accounting Firm
31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 (xxiv)Compensation Recovery Policy dated October 30, 2023
101The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (XBRL) includes: Consolidated Balance Sheets at December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2025, December 31, 2024 and December 31, 2023; (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, December 31, 2024 and December 31, 2023; (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, December 31, 2024 and December 31, 2023; (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, December 31, 2024 and December 31, 2023; and (vi) Notes to Consolidated Financial Statements.
104Cover Page Interactive Data File (embedded within the inline XBRL document and included in Exhibit 101)
  • Indicates a management contract or compensatory plan or arrangement relating to executive officers or directors of the Company.

† Registrant has omitted portions of this exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a grant of confidential treatment under Rule 406 promulgated under the Securities Act.

(i)

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

(ii)

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended September 29, 2023.

(iii)

Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 No. 33-90752.

(iv)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K dated July 25, 2002.

(v)

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(vi)

Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, dated November 1, 2024.

(vii)

Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, dated August 20, 2021.

(viii)

Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, dated June 12, 2025.

(ix)

Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, dated June 12, 2025.

(x)

(xi)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 22, 2023.

(xii)

(xiii)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 6, 2023.

(xiv)

(xv)

(xvi)

(xvii)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 4, 2023.

(xviii)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 21, 2023.

(xix)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 26, 2024.

(xx)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 29, 2024.

(xxi)

(xxii)

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 9, 2025.

(xxiii)

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

(xxiv)

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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