Harmonic GC exercises stock units, uses shares for tax

Accepted by SEC EDGAR 05/19/2026 - 06:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

HARMONIC INC. General Counsel & SVP, HR Timothy C. Chu reported routine equity compensation activity. On May 15, 2026, he exercised derivative awards covering 9,876 shares of common stock and vested restricted stock units totaling 9,876 shares of underlying common stock. To cover tax obligations, 3,475 shares of common stock were disposed of as a tax-withholding transaction rather than an open-market sale. Following these transactions, he held 142,501 shares of common stock directly and 26,763 restricted stock units, each representing a contingent right to one share of HLIT common stock.

Insider Trade Summary

9,876 shares exercised/converted

Exercise 4 txns

Insider Chu Timothy C

Role General Counsel & SVP, HR

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,053	$0.00	$0.00
Exercise	Restricted Stock Units	3,823	$0.00	$0.00
Exercise	Common Stock	9,876	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,475	$12.54	$44K

Holdings After Transaction: Restricted Stock Units — 44,923 contracts (Direct); Common Stock — 142,501 shares (Direct)

Footnotes (1)

1. F1. Each restricted stock unit represents a contingent right to receive one share of HLIT common stock.

Key Figures

Tax-withholding shares: 3,475 shares Common shares acquired: 9,876 shares Common shares held after: 145,976 shares +4 more

7 metrics

Tax-withholding shares 3,475 shares Common stock disposed at $12.54 per share for tax liability

Common shares acquired 9,876 shares Common stock from derivative exercise/conversion on May 15, 2026

Common shares held after 145,976 shares Direct ownership of Harmonic common stock after transactions

RSUs remaining 26,763 units Restricted stock units held after transactions, each for one HLIT share

RSU tranche exercised 3,823 units Restricted stock units exercised into common stock, expiring February 15, 2028

Second RSU tranche exercised 6,053 units Restricted stock units exercised into common stock, expiring February 15, 2027

Exercise-related shares 9,876 shares Aggregate exerciseShares in transactionSummary for derivative exercises

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, contingent right

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" and footnote describing contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 3,475 common shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for M-coded transactions"

contingent right financial

"Footnote: "represents a contingent right to receive one share of HLIT common stock""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did HLIT executive Timothy Chu report?

Timothy C. Chu reported exercising derivative equity awards and vesting restricted stock units into Harmonic common stock. The filing also shows a share disposition used solely to cover tax obligations associated with these awards, rather than an open-market sale of shares.

How many Harmonic (HLIT) shares did Timothy Chu acquire and dispose of?

Chu acquired 9,876 shares of Harmonic common stock through derivative exercises and RSU vesting. He disposed of 3,475 shares in a tax-withholding transaction, meaning those shares were used to satisfy tax liabilities instead of being sold on the open market.

Were Timothy Chu’s HLIT transactions open-market stock sales?

The filing indicates no open-market sales. The only disposition, involving 3,475 shares, is coded as a tax-withholding transaction used to pay tax obligations. This differs from a discretionary sale and generally reflects routine handling of equity compensation.

What are the restricted stock units reported for HLIT’s Timothy Chu?

Chu’s transactions involve restricted stock units, each representing a contingent right to receive one share of Harmonic common stock. The filing shows RSU exercises and remaining RSU holdings, which are part of his equity-based compensation from the company rather than market purchases.

How many Harmonic (HLIT) shares does Timothy Chu hold after these transactions?

After the reported transactions, Chu directly holds 145,976 shares of Harmonic common stock. He also holds 26,763 restricted stock units, which may convert into the same number of common shares in the future, subject to their vesting and other applicable conditions.

What is the nature of the tax-withholding transaction in the HLIT Form 4?

The 3,475-share transaction is described as a payment of tax liability by delivering securities. This means shares were withheld or delivered to cover taxes on equity awards, rather than being sold in the market as a voluntary disposal of investment holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chu Timothy C

(Last) (First) (Middle)

2590 ORCHARD PARKWAY

(Street)

SAN JOSE CALIFORNIA 95131

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HARMONIC INC. [ HLIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & SVP, HR

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		M		9,876	A	$0	145,976	D
Common Stock	05/15/2026		F		3,475	D	$12.54	142,501	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	$0	05/15/2026		M			6,053	02/15/2025	02/15/2027	Common Stock	6,053	$0	18,160	D
Restricted Stock Units(1)	$0	05/15/2026		M			3,823	02/15/2026	02/15/2028	Common Stock	3,823	$0	26,763	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of HLIT common stock.

	/s/ Wendi Ninh, Attorney-in-Fact	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)