Harmonic (HLIT) SVP Neven Haltmayer converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

HARMONIC INC. executive Neven Haltmayer reported equity award activity involving both acquisitions and a tax-related share disposal. On February 15, 2026, he exercised or converted several blocks of restricted stock units, which each represent a contingent right to receive one share of HLIT common stock. These derivative exercises covered 5,049, 5,852 and 22,090 restricted stock units, along with 32,991 shares of common stock acquired through derivative exercise or conversion. To cover the exercise price or tax liability, 18,144 shares of common stock were disposed of at a price per share of 10.68 in a tax-withholding transaction. After these transactions, Haltmayer directly owned 164,417 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^*

Haltmayer Neven

(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)
	SVP & GM, Video Business

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		32,991	A	$0	182,561	D
Common Stock	02/15/2026		F		18,144	D	$10.68	164,417	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			5,049	02/15/2024	02/15/2026	Common Stock	5,049	$0	0	D
Restricted Stock Units(1)	$0	02/15/2026		M			5,852	02/15/2025	02/15/2027	Common Stock	5,852	$0	23,406	D
Restricted Stock Units(1)	$0	02/15/2026		M			22,090	02/15/2026	02/15/2028	Common Stock	22,090	$0	44,180	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 executive Neven Haltmayer report on this Form 4?

Neven Haltmayer reported multiple equity award conversions and a related tax share disposal. He exercised restricted stock units and derivative securities into Harmonic common stock, then had 18,144 shares withheld and disposed of to satisfy exercise price or tax obligations at 10.68 per share.

How many Harmonic (HLIT) shares did Neven Haltmayer acquire through equity award exercises?

Neven Haltmayer acquired shares via several derivative exercises. These included 5,049, 5,852 and 22,090 restricted stock units, plus 32,991 shares of common stock from derivative exercise or conversion, reflecting the vesting and settlement of his Harmonic equity compensation awards on February 15, 2026.

Why were 18,144 HLIT shares disposed of in Neven Haltmayer’s Form 4 filing?

The 18,144 Harmonic shares were disposed of as a tax-withholding transaction. The filing labels this as payment of the exercise price or tax liability by delivering securities, rather than an open-market sale, at a reported price per share of 10.68.

What is Neven Haltmayer’s Harmonic (HLIT) share ownership after these Form 4 transactions?

Following the reported transactions, Neven Haltmayer directly owned 164,417 shares of Harmonic common stock. This figure reflects the net effect of his restricted stock unit exercises, derivative conversions into common stock, and the 18,144-share tax-withholding disposition reported on February 15, 2026.

How do restricted stock units work in Neven Haltmayer’s Harmonic (HLIT) compensation?

Each restricted stock unit in this filing represents a contingent right to receive one share of Harmonic common stock. When the units vest and are exercised or converted, they deliver HLIT shares, as shown by the 5,049, 5,852 and 22,090-unit derivative transactions on February 15, 2026.