Harmonic Inc.

Item 1.01 Entry into a Material Definitive Agreement. On December 8, 2025 Harmonic Inc. (the “Company”) entered into a Put Option Agreement (the “Put Option Agreement”) between the Company and Leone Media Inc. (d/b/a MediaKind) (the “Buyer”). Under the Put Option Agreement, the Buyer has irrevocably provided the Company with the right (the “Put Option”) to require the Buyer to purchase the Company’s Video Business (the “Business”) for a purchase price of $145 million in cash, which Put Option may be exercised only following completion of the required consultation process with the relevant employee works council in France, with respect to such asset sale by the Company (the “Acquisition”). The purchase price is subject to potential adjustment based on the amount, on the date the Acquisition is consummated, of net working capital of the Business and the cash and debt of the entities to be sold in the Acquisition, as well as for the amount of specified selling expenses. Pursuant to the Put Option Agreement, in consideration for the Buyer’s undertakings thereunder, the Company granted to the Buyer an exclusivity undertaking that extends from the signing date of the Put Option Agreement to the earliest to occur of (1) the signing date of the asset purchase agreement governing the Acquisition, the form of which is attached to the Put Option Agreement (the “APA”), and (2) March 23, 2026. During such exclusivity period, the Company and their representatives shall not, subject to certain exceptions, directly or indirectly pursue, initiate, solicit, or encourage any competing alternative proposals, or enter into any agreements with respect thereto, and further agree to terminate all existing discussions, negotiations, and communications concerning any alternative proposal and not provide any third parties any information in connection therewith (all as described more fully in the Put Option Agreement). In addition, following completion of the required French works council consultation process and delivery by the Company (as “Beneficiary” as defined in the Put Option Agreement) of a notice of intent to exercise the Put Option, pursuant to the terms of the Put Option Agreement, the Buyer undertakes to, among other things (1) execute the APA in the form attached to the Put Option Agreement, (2) and consummate the Acquisition as provided in the APA. The Put Option will remain open for acceptance by the Company until the earlier of five business days after the completion of the required consultation processes, and March 23, 2026. The Buyer’s and the Company’s obligation to complete the Acquisition will be subject to certain conditions under the APA, including customary regulatory approvals. The APA includes certain representations, warranties, and covenants of the parties thereto. The APA provides that either the Buyer or Company have the right to terminate the APA in the event that the closing conditions have not been satisfied by June 8, 2026. The Acquisition is expected to close in the first half of 2026. The above description of the Put Option Agreement and the sale of the Business is only a summary, does not purport to be complete and is qualified in its entirety by reference to full text of the Put Option Agreement (including the appendices thereto), a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure. On December 8, 2025, the Company issued a press release announcing it had signed a binding offer with respect to the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any Company filings under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.