Filing Analysis
Harte Hanks, Inc. entered into a definitive merger agreement with Star Equity Holdings, Inc. to be acquired in a transaction involving a mix of cash and preferred stock. The deal includes a 'go-shop' period and requires stockholder approval.
🚩 Red Flags
- The cash component of the merger is capped at $19.2M, which may lead to dilution or non-cash consideration for some shareholders if the cap is exceeded.
- The deal is contingent upon securing debt financing, including a potential drawdown of up to $15 million from the existing credit facility with Texas Capital Bank.
📋 Key Facts
- Merger Agreement entered into on August 14, 2026, with Star Equity Holdings, Inc. and its subsidiary Merger Sub – R, Inc.
- Merger consideration includes a cash option of $5.00 per share or the right to receive 0.50 shares of Parent's 10% Series A Cumulative Perpetual Preferred Stock.
- Total cash consideration is capped at a maximum of $19,200,000.
- The transaction includes a 30-day 'go-shop' period allowing the company to solicit alternative acquisition proposals.
- Termination fees are set at $1,152,000 for either party under specified circumstances.
- The deal is subject to stockholder approval and the effectiveness of a Form S-4 registration statement.
Harte Hanks, Inc. reported the voting results from its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected four board nominees, approved executive compensation on an advisory basis, and ratified the appointment of Wolf & Company P.C. as the independent auditor for fiscal year 2026.
📋 Key Facts
- The 2026 Annual Meeting of Stockholders was held on May 21, 2026.
- Four board nominees (Genni Combes, John H. Griffin, Jr., Bradley Radoff, and Elizabeth Ross) were elected to serve until the next annual meeting.
- Executive compensation was approved on a non-binding advisory basis with 4,875,115 votes For, 246,517 Against, and 1,536 Abstain.
- The selection of Wolf & Company P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified with 5,506,650 votes For.
Harte Hanks, Inc. announced its financial results for the first quarter ended March 31, 2026, via a press release. The filing serves as a standard quarterly earnings disclosure furnished to the SEC.
📋 Key Facts
- Financial results for the quarter ended March 31, 2026, were released on May 14, 2026.
- The information was furnished under Item 2.02 and is not considered 'filed' for liability purposes.
- Exhibit 99.1 contains the full text of the earnings press release.
Harte Hanks, Inc. announced its financial results for the fourth quarter and full fiscal year ended December 31, 2025. The results were disclosed via a press release furnished as an exhibit to the filing.
📋 Key Facts
- The report was filed on March 17, 2026, covering the period ending December 31, 2025.
- The company furnished the earnings information under Item 2.02 (Results of Operations and Financial Condition).
- Exhibit 99.1 contains the full text of the press release regarding the fiscal 2025 financial results.
- The filing was signed by David Garrison, the Chief Financial Officer.
Harte Hanks, Inc. announced the retirement of General Counsel and named executive officer Robert T. Wyman, effective December 22, 2025. The departure is characterized as a standard retirement with no disagreement regarding company operations or policies.
🚩 Red Flags
- None identified; departure is characterized as a standard retirement without disagreement.
📋 Key Facts
- Robert T. Wyman (General Counsel) notified the Company of his decision to retire on December 8, 2025.
- Effective date of retirement is December 22, 2025.
- The departure is not due to any disagreement with the Company's operations, policies, or practices.
- Separation agreement will not include severance, bonuses, equity awards, or other compensatory payments.
- No successor has been named at the time of filing.
Harte Hanks, Inc. has filed an 8-K to announce its third quarter financial results for the period ended September 30, 2025. The filing serves as a formal mechanism to furnish the earnings press release via Exhibit 99.1.
📋 Key Facts
- Reporting date: November 10, 2025
- Period covered: Third Quarter ended September 30, 2025
- The filing includes a press release as Exhibit 99.1 containing the financial results.
- Signed by David Garrison, Chief Financial Officer.
Harte Hanks, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2025. The filing serves as a formal mechanism to furnish the earnings press release via Exhibit 99.1.
📋 Key Facts
- Report date: August 7, 2025
- Reporting period: Second quarter ended June 30, 2025
- The filing includes a press release announcing financial results as Exhibit 99.1
- Signed by David Garrison, Chief Financial Officer
Harte Hanks, Inc. has amended its $25 million asset-based revolving credit facility with Texas Capital Bank to extend the maturity date from June 30, 2025, to June 30, 2028. Additionally, the company appointed David Fisher as President, effective retroactively to June 2, 2025.
🚩 Red Flags
- The extension of the maturity date from June 30, 2025, suggests the company required additional time to address upcoming debt obligations.
- Multiple items in a single filing (1.01, 2.03, and 5.02) increase complexity.
📋 Key Facts
- Second Amendment to ABL Agreement executed on June 24, 2025.
- Maturity date extended from June 30, 2025, to June 30, 2028.
- Facility size: $25,000,000 revolving credit facility with Texas Capital Bank (TCB).
- Interest rate: SOFR + 2.25% margin.
- Current borrowings: $0; Letters of Credit outstanding: $1.0 million.
- Includes an 'accordion feature' allowing for a potential $10,000,000 increase in commitments.
- David Fisher appointed President (effective June 2, 2025) with a base salary of $400,000 and significant RSU/option grants.
Harte Hanks, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on May 22, 2025. The meeting included the election of four board nominees and advisory votes on executive compensation and auditor ratification.
📋 Key Facts
- Annual Meeting held on May 22, 2025.
- Four Board nominees (Genni Combes, John H. Griffin, Jr., Bradley Radoff, Elizabeth Ross) were elected to serve until the 2026 annual meeting.
- Stockholders approved the non-binding advisory compensation of named executive officers with 5,293,938 votes 'For'.
- Stockholders ratified the selection of Wolf & Company P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2025.
Harte Hanks, Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2025. The filing serves as a formal mechanism to furnish quarterly earnings information via a press release.
📋 Key Facts
- Report date: May 14, 2025
- Reporting period: First Quarter ended March 31, 2025
- The filing contains Exhibit 99.1, which is the official press release regarding financial results.
- Information under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Harte Hanks, Inc. entered into a Cooperation Agreement with Gary S. Rosenbach and Susan Rosenbach to mitigate potential proxy contests or hostile actions. The agreement includes standstill provisions and a commitment from the Rosenbachs to vote their shares in accordance with Board recommendations through the 2026 annual meeting.
🚩 Red Flags
- Presence of a significant shareholder (over 2 million shares) requiring a formal cooperation/standstill agreement often indicates potential activist investor pressure or threat of a proxy fight.
- The need for a voting agreement suggests the Board is seeking to secure control over future elections.
📋 Key Facts
- Effective Date of Agreement: May 14, 2025.
- Rosenbach beneficially owns approximately 2,118,635 shares of common stock.
- Standstill provisions prohibit Rosenbach from soliciting proxies or acquiring additional shares (subject to limited exceptions).
- Rosenbach has agreed to vote their shares in alignment with Board recommendations for most stockholder meetings until the conclusion of the 2026 annual meeting.
- The agreement terminates if Rosenbach's ownership falls below 10%.
Harte Hanks, Inc. filed an 8-K to announce its financial results for the fourth quarter and full fiscal year ended December 31, 2024. The filing serves as a formal announcement of the earnings release issued on March 17, 2025.
📋 Key Facts
- Reported date: March 18, 2025
- Event date: March 17, 2025
- Reporting period: Fourth quarter and fiscal year ended December 31, 2024
- The filing includes the press release as Exhibit 99.1
Harte Hanks, Inc. announced the voluntary departure of CEO Kirk Davis effective February 14, 2025. David Fisher, currently the Chief Transformation Officer, has been appointed as Interim Chief Operating Officer until a permanent successor is found.
🚩 Red Flags
- Sudden leadership transition (CEO departure) creates temporary management vacuum.
- The company is actively searching for a new CEO, indicating an uncertain leadership timeline.
📋 Key Facts
- CEO Kirk Davis to depart voluntarily on February 14, 2025, for personal reasons; no disagreements reported.
- David Fisher appointed Interim COO effective January 23, 2025.
- Interim COO David Fisher's compensation includes a $375,000 base salary and a 100% target annual bonus.
- Fisher to receive an option award for 32,400 shares vesting over three years.
- Departing CEO Kirk Davis will not receive severance; unvested stock options expire upon departure, though he retains rights to exercise 80,000 options at $5.59/share within 90 days.
Harte Hanks, Inc. filed an 8-K to announce its third quarter financial results for the period ended September 30, 2024. The filing serves as a vehicle to furnish the earnings press release via Exhibit 99.1.
📋 Key Facts
- Reporting period: Third Quarter ended September 30, 2024.
- Filing date: November 14, 2024.
- The filing includes a press release announcing financial results (Exhibit 99.1).
- Information is furnished under Item 2.02 and not 'filed' for purposes of Section 18 liability.
Harte Hanks, Inc. announced the departure of Kelly Waller, Senior Vice President of Sales and Marketing, effective September 16, 2024. The company has appointed Jason Chapman as an interim consultant to lead sales operations while searching for a permanent successor.
🚩 Red Flags
- Sudden departure of a high-level executive (SVP level) in a key revenue-generating department (Sales and Marketing).
📋 Key Facts
- Kelly Waller is departing from her role as SVP of Sales and Marketing on September 16, 2024.
- Jason Chapman has been appointed as a consultant to serve as the interim head of sales.
- Jason Chapman's professional background includes experience at Bain & Company, SAP SE, Skillsoft, and Infor.
- Chapman holds an MBA from MIT Sloan School of Management.
Harte Hanks, Inc. announced the dismissal of its independent registered public accounting firm, Baker Tilly US LLP, and the appointment of Wolf & Company, P.C. as its new auditor.
🚩 Red Flags
- Auditor change (though no disagreement was reported, this is a standard red flag for micro-cap scrutiny).
📋 Key Facts
- Effective date of change: August 20, 2024.
- New Auditor: Wolf & Company, P.C. (appointed after a competitive process).
- Dismissed Auditor: Baker Tilly US LLP (BT).
- The company stated there were no disagreements with BT regarding accounting principles, practices, or auditing scope during fiscal 2023 and the interim period through August 20, 2024.
- No reportable events occurred during the specified periods.
Harte Hanks, Inc. filed an 8-K to announce its second quarter 2024 financial results and the appointment of a new Chief Customer and Data Officer.
📋 Key Facts
- Announced Q2 2024 financial results (ended June 30, 2024) via press release on August 8, 2024.
- Announced the hiring of a new Chief Customer and Data Officer on August 8, 2024.
- The filing includes exhibits containing the full text of both press releases.
Harte Hanks has entered into formal commitment letters with Nationwide Life Insurance Company to transfer its Plan I pension benefits to an annuity provider. This action fulfills the company's prior decision from June 2023 to terminate the pension plan.
🚩 Red Flags
- Cash outflow of $6.1M required for the annuity purchase.
📋 Key Facts
- Commitment letters signed on June 18, 2024, with Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company.
- The annuity will provide benefits to Plan I pension members starting August 2024.
- Harte Hanks will make a $6.1M cash contribution to Pension Plan I.
- Plan assets valued at $66.4M as of June 17, 2024, will be transferred to the insurer.
- The company will continue making direct payments to plan members through July 2024.
Harte Hanks, Inc. held its 2024 Annual Meeting of Stockholders on May 23, 2024. The filing reports the results of stockholder votes regarding board elections, executive compensation, and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting held on May 23, 2024.
- Five Board nominees (Kirk Davis, Genni Combes, Elizabeth Ross, John H. Griffin, Jr., and Bradley Radoff) were elected to serve until the 2025 annual meeting.
- Stockholders approved executive compensation on a non-binding advisory basis with 4,380,544 votes 'For'.
- Stockholders ratified the selection of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Harte Hanks, Inc. filed an 8-K to furnish its first quarter 2024 financial results (ended March 31, 2024) via a press release issued on May 9, 2024.
📋 Key Facts
- Reporting period: First Quarter ended March 31, 2024.
- Press release date: May 9, 2024.
- Filing date: May 10, 2024.
- The financial results are furnished under Item 2.02 and are not considered 'filed' for purposes of Section 18 liability.
Harte Hanks, Inc. filed an 8-K to furnish its fourth quarter and full fiscal year 2023 financial results via a press release. The filing is a routine earnings announcement following the period ended December 31, 2023.
📋 Key Facts
- Reporting of Fourth Quarter and Fiscal Year 2023 financial results.
- Results were announced via press release on March 14, 2024.
- The filing was signed by CFO David Garrison on March 18, 2024.
Harte Hanks, Inc. announced the appointment of David Garrison from Interim CFO to permanent Chief Financial Officer, effective January 29, 2024.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- David Garrison appointed as permanent CFO effective January 29, 2024.
- Base salary set at $375,000 per annum.
- Target annual incentive award is 75% of base salary.
- Stock options granted with an exercise value of $500,000, vesting over three anniversary dates.
- Severance package includes 12 months of base salary if terminated without cause.
Harte Hanks, Inc. amended its $25 million asset-based revolving credit facility with Texas Capital Bank to extend the maturity date from December 21, 2024, to June 30, 2025. The amendment also converts the base lending rate to SOFR plus a margin of 2.25% per annum.
🚩 Red Flags
- Maturity extension suggests a need for additional time to address liquidity or debt repayment obligations.
- The new maturity date (June 30, 2025) is relatively short-term for an asset-based loan in this context.
📋 Key Facts
- Amended credit facility maturity extended from Dec 21, 2024, to June 30, 2025.
- Interest rate converted to Secured Overnight Financing Rate (SOFR) plus a margin of 2.25% per annum.
- Total facility amount remains up to $25,000,000 based on a borrowing base of cash and accounts receivables.
- The company can use up to $3,000,000 of the capacity for letters of credit.
- Elizabeth Ross appointed to the Board of Directors effective January 2, 2024.