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HARMONIC INC.

For the period ended Oct 2, 2026. Filed Nov 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 2, 2026 · Filed Nov 6, 2026

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

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ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except par value)

October 2, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$142,841$124,105
Accounts receivable, net of allowances for credit losses of $413 and $227 as of October 2, 2026 and December 31, 2025, respectively117,11085,935
Inventories94,82547,840
Prepaid expenses and other current assets24,85612,530
Assets held for sale—223,961
Total current assets379,632494,371
Property and equipment, net23,57725,648
Operating lease right-of-use assets11,59613,687
Goodwill64,58760,900
Deferred income taxes, net90,910104,043
Other non-current assets18,80119,834
Total assets$589,103$718,483
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$2,944$2,944
Accounts payable56,43523,093
Deferred revenue20,43531,519
Operating lease liabilities5,5636,433
Other current liabilities70,78148,288
Liabilities to be disposed of—85,671
Total current liabilities156,158197,948
Long-term debt31,931109,140
Operating lease liabilities, non-current12,20814,664
Other non-current liabilities13,25013,485
Total liabilities213,547335,237
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding——
Common stock, $0.001 par value, 150,000 shares authorized; 108,965 and 111,186 shares issued and outstanding at October 2, 2026 and December 31, 2025, respectively109111
Additional paid-in capital2,488,4432,466,177
Accumulated deficit(2,103,595)(2,076,406)
Accumulated other comprehensive loss(9,401)(6,636)
Total stockholders’ equity375,556383,246
Total liabilities and stockholders’ equity$589,103$718,483

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

Three Months EndedNine Months Ended
October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Revenue:
Appliance and integration$137,187$76,179$357,962$220,305
SaaS and service11,65114,31346,03341,983
Total net revenue148,83890,492403,995262,288
Cost of revenue:
Appliance and integration67,72642,253174,997116,339
SaaS and service3,9935,94018,37617,384
Total cost of revenue71,71948,193193,373133,723
Total gross profit77,11942,299210,622128,565
Operating expenses:
Research and development23,55818,70165,63856,357
Selling, general and administrative27,30018,68174,21558,944
Asset impairment and related charges205—6331,637
Restructuring and related charges(103)887(103)1,315
Total operating expenses50,96038,269140,383118,253
Income from operations26,1594,03070,23910,312
Interest income (expense), net231(1,001)(1,930)(3,402)
Other income (expense), net(591)440(1,212)(1,373)
Income before income taxes25,7993,46967,0975,537
Provision for income taxes7,7053,98422,3044,540
Income (loss) from continuing operations, net of tax18,094(515)44,793997
Income (loss) from discontinued operations, net of tax(3,456)3,209(25,170)10,508
Net income$14,638$2,694$19,623$11,505
Net income (loss) per share:
Basic:
Continuing operations$0.17$(0.00)$0.41$0.01
Discontinued operations(0.04)0.02(0.23)0.09
Basic net income per share$0.13$0.02$0.18$0.10
Diluted:
Continuing operations$0.16$(0.00)$0.41$0.01
Discontinued operations(0.03)0.02(0.23)0.09
Diluted net income per share$0.13$0.02$0.18$0.10
Weighted average common shares:
Basic109,111112,982109,161114,221
Diluted110,259112,982110,433114,602

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months EndedNine Months Ended
October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Net income$14,638$2,694$19,623$11,505
Foreign currency translation adjustments(943)(189)(2,357)6,475
Other comprehensive income (loss) before tax(943)(189)(2,357)6,475
Provision for (benefit from) income taxes11218408(451)
Other comprehensive income (loss), net of tax(1,055)(207)(2,765)6,926
Total comprehensive income$13,583$2,487$16,858$18,431

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended October 2, 2026
Common Stock · AdditionalPaid-in · Accumulated · AccumulatedOtherComprehensive · TotalStockholders’
SharesAmountCapitalDeficitLossEquity
Balance at July 3, 2026109,024$109$2,483,251$(2,114,668)$(8,346)$360,346
Net income———14,638—14,638
Other comprehensive loss, net of tax————(1,055)(1,055)
Issuance of common stock under award and purchase plans, net253—(715)——(715)
Repurchase of common stock(312)——(3,631)—(3,631)
Excise tax on share repurchases———66—66
Stock-based compensation——5,907——5,907
Balance at October 2, 2026108,965$109$2,488,443$(2,103,595)$(9,401)$375,556
Three Months Ended September 26, 2025
Common Stock · AdditionalPaid-in · Accumulated · AccumulatedOtherComprehensive · TotalStockholders’
SharesAmountCapitalDeficitLossEquity
Balance at June 27, 2025113,389$113$2,448,446$(1,995,193)$(6,964)$446,402
Net income———2,694—2,694
Other comprehensive loss, net of tax————(207)(207)
Issuance of common stock under award and purchase plans, net59112,336——2,337
Repurchase of common stock(1,765)(2)—(15,654)—(15,656)
Excise tax on share repurchases———(62)—(62)
Stock-based compensation——7,503——7,503
Balance at September 26, 2025112,215$112$2,458,285$(2,008,215)$(7,171)$443,011
Nine Months Ended October 2, 2026
Common Stock · AdditionalPaid-in · Accumulated · AccumulatedOtherComprehensive · TotalStockholders’
SharesAmountCapitalDeficitLossEquity
Balance at December 31, 2025111,186$111$2,466,177$(2,076,406)$(6,636)$383,246
Net income———19,623—19,623
Other comprehensive loss, net of tax————(2,765)(2,765)
Issuance of common stock under award and purchase plans, net2,3112(2,208)——(2,206)
Repurchase of common stock(4,532)(4)—(46,578)—(46,582)
Excise tax on share repurchases———(234)—(234)
Stock-based compensation——24,474——24,474
Balance at October 2, 2026108,965$109$2,488,443$(2,103,595)$(9,401)$375,556
Nine Months Ended September 26, 2025
Common Stock · AdditionalPaid-in · Accumulated · AccumulatedOtherComprehensive · TotalStockholders’
SharesAmountCapitalDeficitLossEquity
Balance at December 31, 2024116,735$117$2,432,733$(1,953,495)$(14,097)$465,258
Net income———11,505—11,505
Other comprehensive income, net of tax————6,9266,926
Issuance of common stock under award and purchase plans, net2,33422,186——2,188
Repurchase of common stock(6,854)(7)—(65,750)—(65,757)
Excise tax on share repurchases———(475)—(475)
Stock-based compensation——23,366——23,366
Balance at September 26, 2025112,215$112$2,458,285$(2,008,215)$(7,171)$443,011

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
October 2, 2026September 26, 2025
Cash flows from Continuing and Discontinued Operations
Cash flows from operating activities:
Net income$19,623$11,505
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation8,3158,215
Asset impairment and related charges6331,637
Stock-based compensation27,52423,486
Foreign currency remeasurement(88)446
Deferred income taxes, net21,875(3,120)
Loss on divestiture6,566—
Provision for excess and obsolete inventories1,4292,789
Other9561
Changes in operating assets and liabilities:
Accounts receivable, net(35,481)74,121
Inventories(51,525)(3,944)
Prepaid expenses and other assets(11,021)10,359
Accounts payable34,264(13,785)
Deferred revenues(4,252)1,173
Other liabilities5,992(17,265)
Net cash provided by operating activities23,94995,678
Cash flows from investing activities:
Net proceeds from divestiture, net of cash retained and transaction costs (1)131,963—
Acquisition of businesses, net of cash acquired(1,809)—
Purchases of property and equipment(5,831)(8,404)
Net cash provided by (used in) investing activities124,323(8,404)
Cash flows from financing activities:
Proceeds from long-term debt170,00095,000
Repayment of long-term debt and other borrowings(248,644)(101,897)
Repurchase of common stock(46,582)(65,757)
Proceeds from other borrowings—3,835
Proceeds from common stock issued to employees4,5345,983
Taxes paid related to net share settlement of equity awards(6,740)(3,795)
Net cash used in financing activities(127,432)(66,631)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(2,089)5,283
Net increase in cash and cash equivalents and restricted cash18,75125,926
Cash and cash equivalents and restricted cash at beginning of period (2)124,461101,789
Cash and cash equivalents and restricted cash at end of period$143,212$127,715
Cash and cash equivalents and restricted cash at end of period
Cash and cash equivalents$142,841$127,376
Restricted cash included in other current assets371339
Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statement of cash flows$143,212$127,715

1 Net proceeds from divestiture include transaction costs of $3.8 million and cash retained in the business sold of $2.1 million.

2 Restricted cash included in other current assets was $0.4 million and $0.3 million as of December 31, 2025 and 2024, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
October 2, 2026September 26, 2025
Supplemental cash flow disclosure:
Income tax payments, net$5,532$14,496
Interest payments, net1,9992,897
Supplemental schedule of non-cash investing activities:
Capital expenditures incurred but not yet paid934968
Acquisition holdback consideration not yet paid$1,631$—

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments, which are necessary for the fair statement of the Company's financial information. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) as filed with the SEC on February 24, 2026. Operating results for interim periods are not necessarily indicative of the results that may be expected for any subsequent quarter or for the fiscal year ending December 31, 2026. All intercompany balances and transactions have been eliminated in consolidation. Continuing operations consist of the Broadband business.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s significant accounting policies are described in Note 2 to its audited Consolidated Financial Statements included in the 2025 Form 10-K. There have been no significant changes to these policies during the nine months ended October 2, 2026.

As previously reported, on December 8, 2025, the Company entered into a Put Option Agreement to sell its Video business to Leone Media Inc. (d/b/a MediaKind) (the “Buyer”) for a purchase price of $145 million in cash. On March 20, 2026, the Buyer and the Company executed the Asset Purchase Agreement (the "APA"). On June 16, 2026, the Company completed the sale of its Video business to the Buyer pursuant to the APA. Proceeds from the sale were $137.9 million paid at closing, subject to final adjustments under the terms of the APA. Following the disposition, Harmonic operates as a pure-play broadband company with a single reportable segment: Broadband. The Company and the Buyer are in the process of finalizing the post-closing adjustments, which are currently expected to be completed in the first quarter of 2027.

The results of the Video business are presented as discontinued operations in the accompanying unaudited condensed consolidated statement of operations for all periods presented. The assets and liabilities of the Video business have been reflected as assets and liabilities of discontinued operations in the accompanying unaudited condensed consolidated balance sheet for all prior periods presented.

Unless otherwise noted, all amounts and disclosures included in these Notes to unaudited condensed consolidated financial statements reflect only the Company's continuing operations. Refer to Note 3 for additional details on discontinued operations.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The ASU requires entities to disclose specified information about certain expenses in the notes to the financial statements, including employee compensation. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU eliminates accounting considerations for software project development stages and replaces them with the requirement to commence software capitalization when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform its intended function. The ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted, and may be applied on a prospective, modified, or retrospective basis. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures.

NOTE 3: DISCONTINUED OPERATIONS

As previously reported, on December 8, 2025, the Company entered into a Put Option Agreement to divest its Video business to the Buyer for $145 million, subject to working capital and other adjustments. On June 16, 2026, the Company completed the sale of its Video business with proceeds of $137.9 million, subject to final adjustments under the terms of the APA. As of October 2, 2026, the Company and the Buyer are in the process of finalizing the post-closing adjustments, which are currently expected to be completed in the first quarter of 2027. The following table summarizes the carrying values of the assets and liabilities classified as held-for-sale in the condensed consolidated balance sheets:

(in thousands)October 2, 2026December 31, 2025
Assets
Accounts receivable, net$—$38,895
Inventories—23,890
Prepaids and other current assets—13,207
Property and equipment, net—1,296
Goodwill—123,479
Deferred income taxes, net—8,742
Other non-current assets—14,452
Assets held for sale$—$223,961
Liabilities
Current portion of other borrowings$—$5,605
Accounts payable—8,004
Deferred revenue—26,577
Other current liabilities—22,936
Other long-term borrowings—8,076
Other non-current liabilities—14,473
Liabilities to be disposed of$—$85,671

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. As of December 31, 2025, the Company determined that the fair value of the Video business, including costs to sell, was lower than its carrying value and the Company recorded a goodwill impairment charge of $57.5 million. On June 16, 2026, the effective date of the sale, the Company recorded an additional loss on disposal of $6.3 million.

During the three months ended October 2, 2026, the Company recorded a $1.0 million increase to the loss on disposal, primarily related to updated estimates of post-closing purchase price adjustments under the APA. The final post-closing purchase price adjustments remain subject to agreement with the Buyer and is not expected to be finalized until the first quarter of 2027.

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the Video business that will be eliminated from continuing operations. The following table presents key components of "Income(loss) from discontinued operations, net of tax" for all periods presented:

Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Revenue$—$51,890$89,564$151,256
Cost of revenue—17,06028,24450,325
Total gross profit—34,83061,320100,931
Operating expenses:
Research and development—10,99824,34134,133
Selling, general and administrative—17,84344,91552,872
Restructuring and related charges—200—422
Total operating expenses—29,04169,25687,427
Income (loss) from discontinued operations—5,789(7,936)13,504
Interest expense, net—(183)(261)(509)
Other income (expense), net—(327)—1,673
Loss on sale of discontinued operations(995)—(7,246)—
Income (loss) from discontinued operations before income taxes(995)5,279(15,443)14,668
Provision for income taxes2,4612,0709,7274,160
Income (loss) from discontinued operations, net of tax$(3,456)$3,209$(25,170)$10,508

The Company will continue to be involved with the Buyer pursuant to a transition services agreement, through which the Company and the Buyer will continue to provide certain services (mainly IT support and facilities) to each other over a period of up to 12 months following the date of sale. Certain services may be extended for up to an additional three months upon mutual agreement. During the three and nine months ended October 2, 2026, the Company recognized income of $2.7 million and $3.2 million respectively, for services provided to the Buyer and expenses of $0.5 million and $0.6 million, respectively, for services received from the Buyer under the transition services agreement, which are included in operating expenses within continuing operations.

Cash flows from discontinued operations are not separately presented on the face of the consolidated statement of cash flows. The following table presents the significant operating and investing cash flow items related to the Video business:

Nine Months Ended
(in thousands)October 2, 2026September 26, 2025
Operating activities:
Stock-based compensation$8,619$7,657
Depreciation—777
Investing activities:
Purchase of property and equipment$172$690

NOTE 4: BUSINESS COMBINATION

On July 31, 2026, the Company, through its subsidiary Harmonic Brazil, acquired 100 percent of the outstanding shares of INT6 Tecnologia S.A. ("INT6"), a Brazilian technology company specializing in automation and management platforms for fiber-optic networks serving internet service providers and telecommunications operators, for total consideration of $3.4 million. The acquisition strengthens the Company's position in the Latin American broadband market and expands its software portfolio for network service providers.

The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill.

The consideration comprises of $1.8 million paid at closing, including $0.7 million applied to settle dividends INT6 owed to its founders, and $1.6 million, the present value of $2.0 million retained by the Company as security for the sellers' indemnification obligationsand payable in installments over five years. The preliminary allocation of the consideration to the assets acquired and liabilities assumed is as follows (in thousands):

(in thousands)Amount
Net tangible assets$72
Intangible assets: developed technology647
Intangible assets: customer relationships107
Intangible assets: trade name106
Goodwill2,799
Deferred tax liabilities(292)
Total consideration$3,439

Net tangible assets comprise cash, receivables and property and equipment, net of current liabilities, which are not material individually or in the aggregate. Developed technology, customer relationships and the trade name are amortized over estimated remaining useful lives of three, one and one years, respectively, reflecting the periods over which they are expected to contribute to cash flows. Goodwill of $2.8 million is attributable to the synergies expected from integrating the Company's broadband products with INT6's technology and expanding in Latin America, and to the assembled workforce; none of it is expected to be deductible for tax purposes.

In connection with the acquisition, the Company agreed to pay up to $5.25 million to selling shareholders who became employees of the Company, in three annual installments. The payments are subject to those shareholders' continued employment, other than on certain terminations, and, for the first two installments, to revenue targets and integration and development milestones. They are accounted for as compensation for post-combination services, separately from the business combination, and will be recognized as expense over the service period of each installment. The Company recognized $0.5 million of this expense in the three months ended October 2, 2026, within operating expenses.

NOTE 5: CONTRACT ASSETS AND DEFERRED REVENUE

Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer).

Contract assets and deferred revenue consisted of the following:

As of
(in thousands)October 2, 2026December 31, 2025
Contract assets$1,256$1,959
Deferred revenue$21,812$33,006

Contract assets and the non-current portion of deferred revenue are reported as components of “Prepaid expenses and other current assets” and “Other non-current liabilities,” respectively, on the condensed consolidated balance sheets.

Revenue recognized during the three months ended October 2, 2026 and September 26, 2025 that was included within the deferred revenue balance at January 1, 2026 and January 1, 2025, was$4.8 million and $2.3 million, respectively. Revenue recognized during thenine months ended October 2, 2026 and September 26, 2025 that was included within the deferred revenue balance at January 1, 2026 and January 1, 2025, was$27.4 million and $11.6 million, respectively.

Remaining performance obligations represent contracted revenues that have not yet been recognized and include deferred revenue and unbilled amounts that will be recognized as revenue in the future. The aggregate balance of the Company’s remaining performance obligations as of October 2, 2026 was$534.0 million,72% of which is expected to be recognized as revenue over the next 12 months and the remainder thereafter.

Refer to Note 12, “Segment Information” for disaggregated revenue information.

NOTE 6: LEASES

The components of lease expense are as follows:

Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Operating lease cost$807$1,692$3,884$5,136
Variable lease cost3083011,029854
Total lease cost$1,115$1,993$4,913$5,990

Supplemental cash flow information related to leases are as follows:

Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Cash paid for operating lease liabilities$1,545$1,537$4,879$4,520
Right-of-use assets obtained in exchange for operating lease obligations$—$1,252$1,705$2,640

During the three and nine months ended October 2, 2026, the Company recorded additional lease-related impairment and other charges of $0.2 million and $0.6 million, respectively. The charges consisted of $0.2 million and $0.3 million in right-of-use asset impairments for thethree and nine months ended October 2, 2026, respectively, and $0.3 million related to the fair value of other unrecoverable facility costs for the nine months ended October 2, 2026. These adjustments were driven by changes in underlying assumptions, including updated estimates of space utilization, sublease recoverability, and expected cost obligations.

NOTE 7: CERTAIN BALANCE SHEET COMPONENTS

The following tables provide details of selected balance sheet components:

Inventories:As of
(in thousands)October 2, 2026December 31, 2025
Finished goods$66,889$32,430
Raw materials22,6868,452
Work-in-process1,2094,393
Service-related spares4,0412,565
Total$94,825$47,840
Prepaid expenses and other current assets:As of
(in thousands)October 2, 2026December 31, 2025
Prepaid expenses$12,296$7,107
Contract assets1,2561,959
Other current assets (1)11,3043,464
Total$24,856$12,530

(1) Balances as of October 2, 2026 and December 31, 2025 each included restricted cash of $0.4 million. Balance as of October 2, 2026 also includes a $3.4 million receivable from the Buyer.

Property and equipment, net:As of
(in thousands)October 2, 2026December 31, 2025
Machinery and equipment$65,992$76,971
Capitalized software26,42627,163
Leasehold improvements25,13825,336
Furniture and fixtures1,5682,569
Construction-in-progress3,1182,557
Property and equipment, gross122,242134,596
Less: accumulated depreciation and amortization(98,665)(108,948)
Total$23,577$25,648
Other current liabilities:As of
(in thousands)October 2, 2026December 31, 2025
Accrued employee compensation and related expenses$17,902$13,560
Income tax payable8,603367
Accrued customer rebates13,8267,270
Accrued liabilities for excess and obsolete inventory7,1488,330
Other (2)23,30218,761
Total$70,781$48,288

(2)Balance as of October 2, 2026 also includes a $5.1 million payable due to the Buyer.

NOTE 8: DEBT

Revolving and Term Facilities

In December 2023, the Company entered into a five-year Credit Agreement (the “Credit Agreement”), by and among the Company, certain subsidiaries of the Company from time-to-time party thereto, the lenders from time-to-time party thereto, and Citibank N.A., as administrative agent for the lenders. As amended in December 2024, the Credit Agreement provides for a secured revolving credit facility in an aggregate principal amount of up to $160.0 million (the “Revolving Facility”), with a $10.0 million sublimit for the issuance of letters of credit, and a secured delayed draw term loan facility in an aggregate principal amount of up to $40.0 million (the “Term Facility”). The Revolving Facility and the Term Facility both mature on December 21, 2028. The proceeds of the loans under the Revolving Facility may be used for general corporate purposes. The proceeds of the loans under the Term Facility were required to be used to repurchase, redeem, acquire or otherwise settle the 2024 Notes. In April 2024, the Company borrowed all $40.0 million under the Term Facility in connection with settling conversions of the 2024 Notes. The Credit Agreement also includes an uncommitted accordion feature whereby the Company may increase the Revolving Facility and/or establish one or more new term loan facilities by an aggregate amount not to exceed $100.0 million during the term of the Credit Agreement, subject to certain conditions, including lender consent. In December 2024, the Company amended the Credit Agreement, increasing the revolving credit commitments from an aggregate principal amount of up to $120.0 million to $160.0 million. As a result, the Company's capacity under the accordion was reduced from $100.0 million to $60.0 million.

Loans under the Revolving Facility and Term Facility bear interest, at a floating rate per annum equal to an adjusted Term Secured Overnight Financing Rate (“SOFR”) (based on one-, three- or six-month interest periods), plus a SOFR adjustment of 0.1% and an applicable margin of between 2.00% to 2.75%, determined based on the Company’s consolidated net leverage ratio. Unused commitments under the Revolving Facility are subject to a quarterly fee ranging from 0.25% to 0.35%, determined based on the Company’s consolidated net leverage ratio.

The Credit Agreement contains customary affirmative and negative covenants. The Company is also required to maintain compliance with a maximum consolidated net leverage ratio and a minimum fixed charge coverage ratio, in each case, determined in accordance with the terms of the Credit Agreement. As of October 2, 2026, the Company was in compliance with the covenants under the Credit Agreement.

Repayment of the principal amount of the term loans began on December 31, 2024, in quarterly installments equal to 1.25% of the initial borrowing of $40.0 million, increasing to 1.875% beginning December 31, 2025, and to 2.50% beginning December 31, 2027. As of October 2, 2026, the Company had repaid$5.0 million of these installments, and$3.0 million was due in the following twelve months and was therefore classified as current portion of long-term debt on the condensed consolidated balance sheet. On July 7, 2026, the Company used cash on hand to repay in full the $75.0 million balance outstanding under its Revolving Facility. As of October 2, 2026, the Company had outstanding borrowings of$35.0 million under the Term Facility, $0.3 million of letters of credit issued, and$159.7 million of remaining capacity under the Revolving Facility. The carrying value of the borrowings under the Credit Agreement approximate their fair value because they bear interest at a market rate.

For the three and nine months ended October 2, 2026, the Company incurred interest expenses of$0.6 million and$4.9 million, respectively, on these borrowings.

NOTE 9: STOCKHOLDERS’ EQUITY

Share-based Compensation Plans

The following table sets forth the detailed allocation of the share-based compensation expense which was included in the Company’s condensed consolidated statements of operations:

Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Cost of revenue$402$125$1,475$744
Research and development1,0261,2682,8543,287
Selling, general and administrative4,6293,76414,57611,798
Total$6,057$5,157$18,905$15,829

Restricted Stock Units

(in thousands, except per share amounts)Number ofSharesWeighted AverageGrant-Date FairValue Per Share
Balance at December 31, 20254,135$10.36
Granted2,65010.12
Vested(2,361)10.35
Forfeited(364)10.11
Balance at October 2, 20264,060$10.23

The Company’s stock benefit plans include the 2002 Employee Stock Purchase Plan (as amended and restated, the “ESPP”) and, the 2025 Equity Incentive Plan. Refer to Note 9, “Employee Benefit Plans” of Notes to Consolidated Financial Statements in the 2025 Form 10-K for details pertaining to each plan.

On June 4, 2026, at the Company’s annual meeting, stockholders approved an amendment to the Company's 2025 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 shares.

As of October 2, 2026, an aggregate of 9,849,609 shares of common stock were reserved for issuance under the 2025 Equity Incentive Plan, of which 5,525,046 shares remained available for future grants.

Share Repurchase Program

In February 2025, the Board of Directors terminated the Company’s existing stock repurchase program and authorized a new program under which the Company may repurchase up to $200 million of its outstanding shares of common stock through February 2028. The Company is authorized to repurchase, from time-to-time, shares of its outstanding common stock through open market purchases and 10b5-1 trading plans, in accordance with applicable rules and regulations, at such time and such prices as management may decide. The program does not obligate the Company to repurchase any specific number of shares and may be discontinued at any time. The actual timing and amount of repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

During the three months ended October 2, 2026, the Company repurchased and retired approximately 0.3 million shares of the Company's common stock for an aggregate amount of $3.6 million. During the nine months ended October 2, 2026, the Company repurchased and retired approximately 4.5 million shares of the Company’s common stock for an aggregate amount of$46.6 million. As of October 2, 2026, approximately$74.4 million of share repurchase authorization remained available for repurchases under this program.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. During the nine months ended October 2, 2026 and September 26, 2025, the Company recorded excise taxes of $0.2 million and $0.5 million, respectively, as a component of accumulated deficit to account for the incremental cost of the shares repurchased.

NOTE 10: FAIR VALUE MEASUREMENTS

The applicable accounting guidance establishes a framework for measuring fair value and requires disclosure about the fair value measurements of assets and liabilities. This guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. This guidance requires the Company to classify and disclose assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, in a three-tier fair value hierarchy as follows:

Level 1 - Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short maturities.

The following table sets forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):

October 2, 2026December 31, 2025
(in thousands)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash equivalents
Money market funds$80,627$—$—$80,627$25,322$—$—$25,322

The Company’s financial instruments not recorded at fair value on a recurring basis were as follows:

October 2, 2026 · December 31, 2025
Carrying · Fair Value · Carrying · Fair Value
(in thousands)ValueLevel 1Level 2Level 3ValueLevel 1Level 2Level 3
Long-term debt$34,875$—$34,875$—$112,084$—$112,084$—

The carrying values of the amounts outstanding under the Credit Agreement approximate fair value because its variable interest rates are tied to market rates and the applicable credit spreads represent current market rates for the credit risk profile of the Company.

NOTE 11: NET INCOME PER SHARE

Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method for the Company’s restricted stock units and shares issuable under the ESPP.

The following table sets forth the computation of the basic and diluted net income per share:

Three Months EndedNine Months Ended
(in thousands, except per share amounts)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Numerator:
Income (loss) from continuing operations$18,094$(515)$44,793$997
Income (loss) from discontinued operations(3,456)3,209(25,170)10,508
Net income$14,638$2,694$19,623$11,505
Denominator:
Weighted average number of shares outstanding:
Basic109,111112,982109,161114,221
Restricted stock units1,148—1,252376
Stock purchase rights under the ESPP——205
Diluted110,259112,982110,433114,602
Net income (loss) per share:
Basic:
Continuing operations$0.17$(0.00)$0.41$0.01
Discontinued operations(0.04)0.02(0.23)0.09
Basic net income per share$0.13$0.02$0.18$0.10
Diluted:
Continuing operations$0.16$(0.00)$0.41$0.01
Discontinued operations(0.03)0.02(0.23)0.09
Diluted net income per share$0.13$0.02$0.18$0.10

The following table sets forth the potential dilutive shares that were excluded from the computation of diluted net income per share, because their effects were anti-dilutive:

Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Restricted stock units438942481,022
Stock purchase rights under the ESPP15337451241
Total1961,2682991,263

NOTE 12: SEGMENT INFORMATION

Historically, the Company managed its business through two reportable segments: Broadband and Video. Following the sale of the Video business, the Company’s continuing operations now consist of asingle reportable segment: Broadband. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), now evaluates the performance of the Company and makes decisions regarding the allocation of resources based on the Company’s consolidated results. The Company's CODM does not evaluate operating results using asset or liability information.

The following table is a reconciliation of the Company's measure of segment profit or loss, significant segment expenses and other segment items:

Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Total net revenue$148,838$90,492$403,995$262,288
Less significant expenses and other segment items:
Cost of revenue71,31748,068191,898132,980
Research and development expense22,53117,43262,78253,069
Selling, general and administrative22,00814,91858,97747,146
Segment operating income32,98210,07490,33829,093
Stock-based compensation(6,057)(5,157)(18,905)(15,829)
Restructuring and related charges103(887)103(1,315)
Divestiture related employee compensation costs(450)—(450)—
Non-recurring advisory fees(214)—(214)—
Asset impairment and related charges(205)—(633)(1,637)
Segment income from operations26,1594,03070,23910,312
Non-operating expense, net(360)(561)(3,142)(4,775)
Income from continuing operations before income taxes$25,799$3,469$67,097$5,537

Together with stock-based compensation, the Company does not allocate restructuring and related charges, asset impairment charges and other non-recurring expenses (none in either period presented) to the operating income of its reportable segment because management does not include this information in the measurement of the performance of the operating segment.

Disaggregation of Revenues

The following table provides a summary of total revenues disaggregated by type:

Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Product sales$117,134$72,476$312,851$213,954
Professional services20,0533,70345,1116,351
Total Appliance and integration137,18776,179357,962220,305
Total SaaS and service11,65114,31346,03341,983
Total revenue$148,838$90,492$403,995$262,288

The following table provides a summary of total revenues by geographic region:

Net revenue:Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
United States (1)$129,264$69,913$339,843$202,119
Other countries (1)19,57420,57964,15260,169
Total$148,838$90,492$403,995$262,288
Americas$133,063$80,040$360,096$235,346
EMEA10,9939,71729,87324,113
APAC4,78273514,0262,829
Total$148,838$90,492$403,995$262,288

(1) Revenue is attributed to countries based on the location of the customer.

Customer Concentration

Net revenue:Three Months EndedNine Months Ended
(in thousands)October 2, 2026September 26, 2025October 2, 2026September 26, 2025
Top 2 customers (2)$80,103$56,306$235,257$165,420
Rest-of-Market68,73534,186168,73896,868
Total$148,838$90,492$403,995$262,288

(2) Based on largest subscriber footprint.

During the three months ended October 2, 2026, four of the Company's customers accounted for approximately 37%,16%,11% and 11%, respectively, of its net revenue, compared to one customer accounted for approximately 59% of the Company's net revenue during the three months ended September 26, 2025.

During the nine months ended October 2, 2026, two of the Company's customers accounted for approximately 39% and 19%, respectively, of our net revenue, compared to one customer accounted for approximately 54% of the Company's net revenue during the nine months ended September 26, 2025.

No single country, other than the United States, accounted for 10% or more of the Company’s net revenues for thethree and nine months ended October 2, 2026 and September 26, 2025, respectively.

NOTE 13: COMMITMENTS AND CONTINGENCIES

Bank Guarantees and Standby Letters of Credit

As of October 2, 2026 and December 31, 2025, the Company has outstanding bank guarantees and standby letters of credit in aggregate of $0.3 million for both periods, consisting of building leases and performance bonds issued to customers.

Purchase Commitments

As of October 2, 2026, the Company had approximately $112.5 million of commitments to purchase goods and services.

Indemnification

The Company is obligated to indemnify its officers and its directors pursuant to its bylaws and contractual indemnity agreements. The Company also indemnifies some of its suppliers and most of its customers for specified intellectual property matters pursuant to certain contractual arrangements, subject to certain limitations. The scope of these indemnities varies, but, in some instances, includes indemnification for damages and expenses (including reasonable attorneys’ fees). In addition, the Company and the Buyer of the Video business have agreed to indemnify each other for certain losses arising under the APA. There have beenno amounts accrued in respect of the indemnification provisions through October 2, 2026.

Legal Proceedings

From time to time, the Company is involved in lawsuits and is subject to various legal proceedings, claims, threatened litigation, and investigations in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment, and other matters. The Company assesses potential liabilities in connection with each lawsuit and threatened lawsuits and accrues an estimated loss for these loss contingencies if both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and (ii) the amount of loss can be reasonably estimated. While certain matters to which the Company is a party specify the damages claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated.

NOTE 14: SUBSEQUENT EVENT

Subsequent to October 2, 2026, and through October 21, 2026, the Company repurchased approximately 1.5 million shares of the Company's common stock for an aggregate amount of $16.4 million pursuant to a 10b5-1 trading plan.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The terms “Harmonic,” “Company,” “we,” “us,” and “our,” as used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), refer to Harmonic Inc. and its subsidiaries and its predecessors as a combined entity, except where the context requires otherwise.

Some of the statements contained in this Quarterly Report on Form 10-Q are forward-looking statements that involve risk and uncertainties. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Acts of 1933, as amended (the “Securities Acts”), and Section-21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as, “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “believes,” “intends,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding:

developing trends and demands in the markets we address, particularly emerging markets;

macroeconomic conditions, including inflation, changes in interest rates, volatility and uncertainty in the banking and financial services sector, supply chain disruptions and pricing volatility, tariffs, government shutdowns, and volatile capital markets and foreign currency fluctuations, particularly in certain geographies;

the impact of geopolitical events, including the Middle East and Russia-Ukraine conflicts and risks of escalation and broader regional conflicts, and tensions between China and Taiwan and China and the United States, on our business and the markets in which we operate;

new and future products and services;

spending of our customers;

our strategic direction, future business plans and growth strategy;

industry and customer consolidation;

expected demand for and benefits of our products and services;

concentration of revenue sources;

expectations regarding our Broadband solutions;

potential future acquisitions and dispositions;

anticipated results of potential or actual litigation;

our competitive environment;

the impact of our restructuring plans;

the impact of governmental regulations, including with respect to tariffs and economic sanctions;

the impact of U.S. and foreign withholding taxes on our ability to repatriate funds held outside the United States;

anticipated revenue and expenses, including the sources of such revenue and expenses;

expected impacts of changes in accounting rules;

expectations regarding the usability of our inventory and the risk that inventory will exceed forecasted demand;

expectations and estimates related to goodwill and its associated carrying value;

use of cash, cash needs and ability to raise capital, including repurchasing our common stock;

expectations regarding the intended benefits of the disposition of our Video business; and

other risks and uncertainties discussed in "Part II- Item 1A. Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025.

These statements are subject to known and unknown risks, uncertainties and other factors, any of which may cause our actual results to differ materially from those implied by the forward-looking statements. Important factors that may cause actual results to differ from expectations include those discussed in “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

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