Material Agreement (Form 8-K)

As previously announced, 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"). Pursuant to the Put Option Agreement, the Company had 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.

The French employee works council consultation process was completed on March 12, 2026. On March 16, 2026, the Company delivered a notice of intent to exercise the Put Option to the Buyer requesting that Buyer execute that certain Asset Purchase Agreement (the "APA") on March 20, 2026 and both the Buyer and the Company executed the APA on March 20, 2026. The Buyer's and the Company's obligation to complete the Acquisition is subject to certain conditions under the APA, including customary regulatory approvals. The APA includes certain representations, warranties, and covenants of the parties thereto, including an agreement of the Company not to compete with the Business for three years following the closing date as set forth in the APA. In addition, the Company and the Buyer have agreed to indemnify each other for certain losses arising under the APA. The APA also 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 as may be automatically extended to September 8, 2026, in the event of certain closing conditions remaining unsatisfied as of the earlier date. The Acquisition is expected to close in the second quarter of 2026.

The above description of the APA is only a summary, does not purport to be complete and is qualified in its entirety by reference to the APA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.