Harmonic (NASDAQ: HLIT) details 2025 results after classifying Video unit as discontinued

Rhea-AI Filing Summary

Harmonic Inc. furnished updated historical financials reflecting the planned sale of its Video business to LeoneMedia (MediaKind). After classifying Video as discontinued operations, Harmonic now reports a single continuing segment, Broadband, and provides unaudited quarterly 2025 results excluding the Video business.

For continuing operations, 2025 quarterly revenue grew from $84.9M in Q1 to $98.2M in Q4, with GAAP income from continuing operations ranging from a loss of $0.9M in Q2 to income of $2.4M in Q1. Discontinued Video operations drove a large GAAP net loss of $54.8M in Q4, mainly from a $57.5M goodwill impairment.

The company also supplies detailed GAAP to Non-GAAP reconciliations, adjusting for stock-based compensation, restructuring, advisory fees, impairments and discrete tax items. On this basis, Non-GAAP net income from continuing operations was $8.0M, $3.7M, $7.5M, and $7.2M for Q1–Q4 2025.

Insights

Equity research analyst

Harmonic isolates Broadband profitability ahead of Video divestiture.

Harmonic is preparing investors for a pure-play Broadband profile by reclassifying its Video business as discontinued operations and furnishing 2025 quarterly figures that exclude Video. This clarifies the earnings power of the remaining business as the sale to LeoneMedia moves toward closing.

The Broadband segment showed steady revenue growth from $84.9M to $98.2M across 2025, with Non-GAAP operating income rising to $12.1M in Q1 and $9.6M in Q4. Adjustments mainly reflect stock-based compensation, restructuring and tax items, so GAAP and Non-GAAP should be evaluated together.

Discontinued Video operations contributed positive Non-GAAP earnings for most of 2025 but recorded a large Q4 GAAP loss triggered by a $57.5M goodwill impairment. The report emphasizes that these figures do not revise prior filings but help with modeling post-transaction Broadband performance.

false000085131000008513102026-03-112026-03-11

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): March 11, 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 7.01. Regulation FD Disclosure

As previously announced, on December 8, 2025, Harmonic Inc. (the “Company”) entered into a Put Option Agreement to sell its Video business to LeoneMedia Inc. (d/b/a MediaKind) (the “Buyer”). The disposition is expected to close in the first half of 2026, subject to the satisfaction of customary closing conditions, including completion of the required consultation process with the French employee works council.

Historically, the Company operated under two reportable segments: Broadband and Video. The Company determined that the disposition of the Video business met the held-for-sale and discontinued operations accounting criteria upon execution of the Put Option Agreement. Accordingly, the Company classified the results of the Video Business as discontinued operations in its consolidated statements of operations for all periods presented in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company's continuing operations now consists of a single reportable segment, Broadband.

The Company is providing certain unaudited supplemental quarterly historical financial information for 2025 to reflect the reclassification of its Video business to discontinued operations in Exhibit 99.1. The information is intended to support the financial modeling efforts of those requiring this information only and in no way revises or restates the Company’s previously filed Consolidated Statements of Operations or Non-GAAP Financial Measures for any period presented.

The information in this Item 7.01 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 7.01 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, or under the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number		Description
99.1		Unaudited Supplemental Historical Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Exhibit 99.1

Harmonic Inc.

Historical Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)1(1)

	Three Months Ended
	March 28, 2025			June 27, 2025			September 26, 2025			December 31, 2025
Revenue:
Appliance and integration	$	71,525		$	72,601		$	76,179		$	82,482
SaaS and service		13,353			14,317			14,313			15,753
Total net revenue		84,878			86,918			90,492			98,235
Cost of revenue:
Appliance and integration		32,434			41,652			42,253			45,790
SaaS and service		5,964			5,480			5,940			6,265
Total cost of revenue		38,398			47,132			48,193			52,055
Total gross profit		46,480			39,786			42,299			46,180
Operating expenses: (2)
Research and development		19,664			17,992			18,701			19,972
Selling, general and administrative		19,780			20,483			18,681			22,440
Asset impairment and related charges		—			1,637			—			—
Restructuring and related charges		—			428			887			—
Total operating expenses		39,444			40,540			38,269			42,412
Income from operations		7,036			(754)			4,030			3,768
Interest expense, net		(1,311)			(1,090)			(1,001)			(397)
Other income (expense), net		(621)			(1,192)			440			(47)
Income (loss) before income taxes		5,104			(3,036)			3,469			3,324
Provision for (benefit from) income taxes		2,735			(2,179)			3,984			3,105
Income (loss) from continuing operations	$	2,369		$	(857)		$	(515)		$	219
Income (loss) from discontinued operations, net of tax		3,571			3,728			3,209			(55,034)
Net income (loss)	$	5,940		$	2,871		$	2,694		$	(54,815)
Net income (loss) per share:
Basic:
Continuing operations	$	0.02		$	(0.01)		$	(0.00)		$	0.00
Discontinued operations		0.03			0.04			0.02			(0.49)
Basic earnings (loss) per share	$	0.05		$	0.03		$	0.02		$	(0.49)
Diluted:
Continuing operations	$	0.02		$	(0.01)		$	(0.00)		$	0.00
Discontinued operations		0.03			0.04			0.02			(0.49)
Diluted earnings (loss) per share	$	0.05		$	0.03		$	0.02		$	(0.49)
Weighted average common shares:
Basic		116,319			113,392			112,982			112,089
Diluted		117,021			113,392			112,982			112,995

(1) Unless otherwise noted, the financial information presented in exhibit 99.1, including the various metrics cited, excludes the Video business and pertains only to our continuing operations.

(2) Includes total stranded costs of $1.6 million, $1.4 million, $1.8 million, and $2.5 million for Q1, Q2, Q3, and Q4, respectively, recorded in research and development and selling, general and administrative expense.

Harmonic Inc.

Historical GAAP to Non-GAAP Reconciliations (Unaudited)

(in thousands, except percentages and per share data)

2

	Three Months Ended March 28, 2025
	Revenue			Gross Profit			Total Operating Expense			Income from Operations			Total Non-operating Expense, net			Income from Continuing Operations
GAAP	$	84,878		$	46,480		$	39,444		$	7,036		$	(1,932)		$	2,369
Stock-based compensation		—			260			(4,757)			5,017			—			5,017
Discrete tax items and tax effect of Non-GAAP adjustments		—			—			—			—			—			611
Total adjustments		—			260			(4,757)			5,017			—			5,628
Non-GAAP	$	84,878		$	46,740		$	34,687		$	12,053		$	(1,932)		$	7,997
As a % of revenue (GAAP)					54.8%			46.5%			8.3%			(2.3)%			2.8%
As a % of revenue (Non-GAAP)					55.1%			40.9%			14.2%			(2.3)%			9.4%
Diluted earnings per share:
GAAP																$	0.02
Non-GAAP																$	0.07
Shares used in per share calculation:
GAAP and Non-GAAP																	117,021

	Three Months Ended June 27, 2025
	Revenue			Gross Profit			Total Operating Expense			Income from Operations			Total Non-operating Expense, net			Income (Loss) from Continuing Operations
GAAP	$	86,918		$	39,786		$	40,540		$	(754)		$	(2,282)		$	(857)
Stock-based compensation		—			358			(5,297)			5,655			—			5,655
Restructuring and related charges		—			—			(428)			428			—			428
Asset impairment and related charges (1)		—			—			(1,637)			1,637			—			1,637
Discrete tax items and tax effect of Non-GAAP adjustments		—			—			—			—			—			(3,163)
Total adjustments		—			358			(7,362)			7,720			—			4,557
Non-GAAP	$	86,918		$	40,144		$	33,178		$	6,966		$	(2,282)		$	3,700
As a % of revenue (GAAP)					45.8%			46.6%			(0.9)%			(2.6)%			(1.0)%
As a % of revenue (Non-GAAP)					46.2%			38.2%			8.0%			(2.6)%			4.3%
Diluted earnings (loss) per share:
GAAP																$	(0.01)
Non-GAAP																$	0.03
Shares used in per share calculation:
GAAP																	113,392
Non-GAAP																	113,493

(1) Includes impairment charges of $0.4 million for right-of-use assets, $0.3 million for leasehold improvements and $0.9 million related to the fair value of other unrecoverable facility costs.

Harmonic Inc.

Historical GAAP to Non-GAAP Reconciliations (Unaudited)

(in thousands, except percentages and per share data)

	Three Months Ended September 26, 2025
	Revenue			Gross Profit			Total Operating Expense			Income from Operations			Total Non-operating Expense, net			Income (Loss) from Continuing Operations
GAAP	$	90,492		$	42,299		$	38,269		$	4,030		$	(561)		$	(515)
Stock-based compensation		—			125			(5,032)			5,157			—			5,157
Restructuring and related charges		—			—			(887)			887			—			887
Discrete tax items and tax effect of Non-GAAP adjustments		—			—			—			—			—			1,986
Total adjustments		—			125			(5,919)			6,044			—			8,030
Non-GAAP	$	90,492		$	42,424		$	32,350		$	10,074		$	(561)		$	7,515
As a % of revenue (GAAP)					46.7%			42.3%			4.5%			(0.6)%			(0.6)%
As a % of revenue (Non-GAAP)					46.9%			35.7%			11.1%			(0.6)%			8.3%
Diluted earnings (loss) per share:
GAAP																$	(0.00)
Non-GAAP																$	0.07
Shares used in per share calculation:
GAAP																	112,982
Non-GAAP																	113,323

	Three Months Ended December 31, 2025
	Revenue			Gross Profit			Total Operating Expense			Income from Operations			Total Non-operating Expense, net			Income from Continuing Operations
GAAP	$	98,235		$	46,180		$	42,412		$	3,768		$	(444)		$	219
Stock-based compensation		—			218			(5,594)			5,812			—			5,812
Discrete tax items and tax effect of Non-GAAP adjustments		—			—			—			—			—			1,186
Total adjustments		—			218			(5,594)			5,812			—			6,998
Non-GAAP	$	98,235		$	46,398		$	36,818		$	9,580		$	(444)		$	7,217
As a % of revenue (GAAP)					47.0%			43.2%			3.8%			(0.5)%			0.2%
As a % of revenue (Non-GAAP)					47.2%			37.5%			9.8%			(0.5)%			7.3%
Diluted earnings per share:
GAAP																$	0.00
Non-GAAP																$	0.06
Shares used in per share calculation:
GAAP and Non-GAAP																	112,995

Harmonic Inc.

Historical GAAP to Non-GAAP Reconciliations (Unaudited)

(in thousands, except percentages and per share data)

	Three Months Ended
	March 28, 2025
	Continuing Operations			Discontinued Operations			Total Company
Net income - GAAP	$	2,369		$	3,571		$	5,940
Stock-based compensation		5,017			3,448			8,465
Discrete tax items and tax effect of Non-GAAP adjustments		611			(1,629)			(1,018)
Total adjustments		5,628			1,819			7,447
Net income - Non-GAAP	$	7,997		$	5,390		$	13,387
As a % of revenue (GAAP)		2.8%			7.4%			4.5%
As a % of revenue (Non-GAAP)		9.4%			11.2%			10.1%
Diluted earnings per share:
GAAP	$	0.02		$	0.03		$	0.05
Non-GAAP	$	0.07		$	0.04		$	0.11
Shares used in per share calculation:
GAAP and Non-GAAP		117,021			117,021			117,021

	Three Months Ended
	June 27, 2025
	Continuing Operations			Discontinued Operations			Total Company
Net income (loss) - GAAP	$	(857)		$	3,728		$	2,871
Stock-based compensation		5,655			2,042			7,697
Restructuring and related charges		428			222			650
Non-recurring advisory fees		—			78			78
Asset impairment and related charges		1,637			—			1,637
Discrete tax items and tax effect of Non-GAAP adjustments		(3,163)			530			(2,633)
Total adjustments		4,557			2,872			7,429
Net income - Non-GAAP	$	3,700		$	6,600		$	10,300
As a % of revenue (GAAP)		(1.0)%			7.3%			2.1%
As a % of revenue (Non-GAAP)		4.3%			12.9%			7.5%
Diluted earnings (loss) per share:
GAAP	$	(0.01)		$	0.04		$	0.03
Non-GAAP	$	0.03		$	0.06		$	0.09
Shares used in per share calculation:
GAAP		113,392			113,392			113,392
Non-GAAP		113,493			113,493			113,493

Harmonic Inc.

Historical GAAP to Non-GAAP Reconciliations (Unaudited)

(in thousands, except percentages and per share data)

	Three Months Ended
	September 26, 2025
	Continuing Operations			Discontinued Operations			Total Company
Net income (loss) - GAAP	$	(515)		$	3,209		$	2,694
Stock-based compensation		5,157			2,167			7,324
Restructuring and related charges		887			200			1,087
Non-recurring advisory fees		—			749			749
Discrete tax items and tax effect of Non-GAAP adjustments		1,986			307			2,293
Total adjustments		8,030			3,423			11,453
Net income - Non-GAAP	$	7,515		$	6,632		$	14,147
As a % of revenue (GAAP)		(0.6)%			6.2%			2.0%
As a % of revenue (Non-GAAP)		8.3%			12.8%			9.9%
Diluted earnings (loss) per share:
GAAP	$	(0.00)		$	0.02		$	0.02
Non-GAAP	$	0.07		$	0.05		$	0.12
Shares used in per share calculation:
GAAP		112,982			112,982			112,982
Non-GAAP		113,323			113,323			113,323

	Three Months Ended
	December 31, 2025
	Continuing Operations			Discontinued Operations			Total Company
Net income (loss) - GAAP	$	219		$	(55,034)		$	(54,815)
Stock-based compensation		5,812			2,582			8,394
Impairment of goodwill		—			57,521			57,521
Non-recurring advisory fees		—			2,488			2,488
Discrete tax items and tax effect of Non-GAAP adjustments		1,186			1,272			2,458
Total adjustments		6,998			63,863			70,861
Net income - Non-GAAP	$	7,217		$	8,829		$	16,046
As a % of revenue (GAAP)		0.2%			(93.2)%			(34.8)%
As a % of revenue (Non-GAAP)		7.3%			14.9%			10.2%
Diluted earnings (loss) per share:
GAAP	$	0.00		$	(0.49)		$	(0.49)
Non-GAAP	$	0.06		$	0.08		$	0.14
Shares used in per share calculation:
GAAP and Non-GAAP		112,995			112,995			112,995

Notes to Historical GAAP to Non-GAAP Reconciliations

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP” or referred to herein as “reported”). However, management believes that certain Non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental Non-GAAP financial measures internally to understand, manage and evaluate our business, establish operating budgets, set internal measurement targets and make operating decisions.

These Non-GAAP measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles and may be different from Non-GAAP measures used by other companies. In addition, these Non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Harmonic's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Harmonic's results of operations in conjunction with the corresponding GAAP measures.

The Company believes that the presentation of Non-GAAP measures, when shown in conjunction with the corresponding GAAP measures, provide useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with GAAP.

The Non-GAAP measures presented here are: Gross profit, operating expenses, income (loss) from operations, non-operating expenses and net income (loss), and net income (loss) per diluted share. The presentation of Non-GAAP information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP, and is not necessarily comparable to Non-GAAP results published by other companies. A reconciliation of the historical Non-GAAP financial measures to the most directly comparable historical GAAP financial measures is included with the financial statements provided with this exhibit. The Non-GAAP adjustments described below have historically been excluded from our GAAP financial measures.

Our Non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

Stock-based compensation - Although stock-based compensation is a key incentive offered to our employees, we continue to evaluate our business performance excluding stock-based compensation expenses. We believe that management is limited in its ability to project the impact stock-based compensation would have on our operating results. In addition, for comparability purposes, we believe it is useful to provide a Non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of our core business and to facilitate the comparison of our results to the results of our peer companies.

Restructuring and related charges - Harmonic from time to time incurs restructuring charges which primarily consist of employee severance, one-time termination benefits related to the reduction of its workforce, and other costs. These charges are associated with material business shifts. We exclude these items because we do not believe they are reflective of our ongoing long-term business and operating results.

Non-recurring advisory fees - There were non-recurring costs that we excluded from Non-GAAP results relating to professional accounting, tax and legal fees associated with strategic corporate initiatives.

Asset impairment and related charges - We exclude impairment and related charges due to the nature of such expenses being unusual and arising outside the ordinary course of continuing operations. These costs primarily consist of impairments of goodwill, fixed assets, right-of-use assets and related leasehold improvements, and other unrecoverable facility costs due to the intended change in use of certain leased space.

Discrete tax items and tax effect of Non-GAAP adjustments - The income tax effect of Non-GAAP adjustments relates to the tax effect of the adjustments that we incorporate into Non-GAAP financial measures in order to provide a more meaningful measure of Non-GAAP net income. It also includes a non-cash adjustment related to the method change for capitalization of research and development expenses under Section 174 of the Internal Revenue Code, which reduced our foreign-derived intangible income (FDII) tax benefits. This non-recurring adjustment has been excluded from the Company’s non-GAAP tax rate and non-GAAP financial measures, as management believes exclusion of this item provides more meaningful period-to-period comparisons of ongoing operating performance.

Legal Notice Regarding Forward-Looking Statements

This report contains statements that the Company believes to be “forward-looking statements” within the meaning of 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, 2025. 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.

CONTACTS:

Walter Jankovic	David Hanover
Chief Financial Officer	Investor Relations
Harmonic Inc.	Harmonic Inc.
+1.408.490.6152	+1.212.896.1220

FAQ

What transaction does Harmonic Inc. (HLIT) describe in this 8-K?

Harmonic discusses its previously announced Put Option Agreement to sell its Video business to LeoneMedia Inc. (MediaKind). The deal is expected to close in the first half of 2026, subject to customary conditions, including consultation with the French employee works council.

How did Harmonic’s continuing Broadband operations perform in 2025?

Continuing operations revenue grew from $84.9M in Q1 2025 to $98.2M in Q4. GAAP income from continuing operations ranged from a loss of $0.9M in Q2 to income of $2.4M in Q1, showing modest but improving profitability trends.

What impact did discontinued Video operations have on Harmonic’s 2025 results?

Discontinued Video operations contributed positive GAAP income in the first three quarters of 2025, then a large GAAP loss of $55.0M in Q4. That quarter included a $57.5M goodwill impairment, driving total company GAAP net loss of $54.8M for the period.

What Non-GAAP adjustments does Harmonic Inc. highlight for 2025?

Harmonic adjusts GAAP results for stock-based compensation, restructuring and related charges, non-recurring advisory fees, asset impairments, and discrete tax items. These adjustments yield higher Non-GAAP income, particularly by excluding goodwill impairment and certain tax effects tied to the Video business and Section 174 changes.

What were Harmonic’s 2025 Non-GAAP results from continuing operations?

Non-GAAP net income from continuing operations was $8.0M in Q1, $3.7M in Q2, $7.5M in Q3, and $7.2M in Q4. Corresponding Non-GAAP diluted EPS were $0.07, $0.03, $0.07, and $0.06, respectively, based on disclosed share counts.

How does Harmonic Inc. describe the purpose of its Non-GAAP measures?

Harmonic states its Non-GAAP measures help management and investors assess ongoing performance, set budgets, and evaluate trends. It emphasizes these metrics supplement, but do not replace, GAAP results and may not be comparable to similarly titled measures used by other companies.

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