Harmonic (HLIT) GC converts RSUs, withholds shares to cover tax

Rhea-AI Filing Summary

Harmonic Inc.’s General Counsel and SVP, HR, Timothy C. Chu, converted previously granted restricted stock units into 26,570 shares of common stock on February 15, 2026 at an exercise price of $0 per share. Each restricted stock unit represented the right to receive one share of HLIT common stock.

To cover tax obligations from this vesting, 9,925 shares of common stock were withheld and disposed of at $10.68 per share. After these transactions, Chu directly owned 136,100 shares of Harmonic common stock.

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

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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 CA 95131

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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

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

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

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	02/15/2026		M		26,570	A	$0	146,025	D
Common Stock	02/15/2026		F		9,925	D	$10.68	136,100	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	02/15/2026		M			5,223	02/15/2024	02/15/2026	Common Stock	5,223	$0	0	D
Restricted Stock Units(1)	$0	02/15/2026		M			6,054	02/15/2025	02/15/2027	Common Stock	6,054	$0	24,213	D
Restricted Stock Units(1)	$0	02/15/2026		M			15,293	02/15/2026	02/15/2028	Common Stock	15,293	$0	30,586	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	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HLIT’s Timothy C. Chu report on February 15, 2026?

Timothy C. Chu reported converting restricted stock units into 26,570 Harmonic (HLIT) common shares. The RSUs converted at a zero exercise price, reflecting the vesting of prior equity awards rather than an open-market stock purchase.

How many Harmonic (HLIT) shares were withheld for taxes in this Form 4?

The filing shows 9,925 Harmonic (HLIT) common shares were disposed of at $10.68 per share. This "F" coded transaction reflects shares withheld to satisfy tax liabilities arising from the RSU vesting event.

How many Harmonic (HLIT) shares does Timothy C. Chu own after these transactions?

After the reported transactions, Timothy C. Chu directly owns 136,100 shares of Harmonic (HLIT) common stock. This figure represents his direct beneficial ownership immediately following the RSU conversions and related tax-withholding share disposition.

What do the restricted stock unit (RSU) transactions in the HLIT Form 4 represent?

The RSU transactions represent the exercise or conversion of derivative securities into Harmonic (HLIT) common stock. Each restricted stock unit gives the right to receive one common share, and these units vested and converted without any cash exercise price.

Was the HLIT insider transaction an open-market stock purchase or sale?

The transactions were not open-market trades. They reflect RSU vesting into common shares and a tax-withholding share disposition, where shares were delivered to cover tax obligations rather than sold as a discretionary market transaction.

What roles does Timothy C. Chu hold at Harmonic (HLIT) in this Form 4?

Timothy C. Chu is identified as an officer of Harmonic (HLIT), serving as General Counsel and Senior Vice President of Human Resources. The reported equity transactions relate to his compensation in that executive capacity.