President Fisher David Scott disposed of $49,230 worth of Common Stock - Restricted Stock Units (18,790 units at $2.62), covered exercise/tax liability with 7,876 units of Common Stock - Restricted Stock Units and acquired $49,230 worth of shares (18,790 units at $2.62) (SEC Form 4) (for withholding tax)
$HHS
Advertising
Consumer Discretionary
| 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 |
| |||||||||||||||
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
HARTE HANKS INC [ HHS ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 - Restricted Stock Units | 06/02/2026 | J | 18,790(1) | D | $2.62 | 61,210 | I | Shares held by Harte Hanks until vested | ||
| Common Stock - Restricted Stock Units | 06/02/2026 | F | 7,876(2) | D | $2.62 | 53,334 | I | Shares held by Harte Hanks until vested | ||
| Common Stock | 06/02/2026 | J | 18,790(1) | A | $2.62 | 18,790 | 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 | ||||||||
| Option to buy Common Shares | $5.34 | 01/27/2026(3) | 01/27/2035 | Common Stock | 32,400(4) | 32,400 | I | Shares held by Harte Hanks | |||||||
| Option to buy Common Shares | $4.55 | 06/02/2026(5) | 06/02/2035 | Common Stock | 32,400(6) | 32,400 | I | Shares held by Harte Hanks | |||||||
| Option to buy Common Shares | $7.74 | 01/29/2025(7) | 01/29/2034 | Common Stock | 32,300(8) | 32,300 | I | Shares held by Harte Hanks | |||||||
| Explanation of Responses: |
| 1. RSU shares vested and converted from indirect owned non-derivatives to direct owned non-derivative shares. |
| 2. Represents shares withheld to offset the reporting person's tax obligations upon vesting of RSU's. |
| 3. The first of three tranches, 10,800 shares, vested on January 27, 2026. |
| 4. Award No 50105. The participant was granted 32,400 NQ stock options on January 27, 2025 under the Harte Hanks, Inc. 2023 Inducement Equity Incentive Plan. The options vest and become exercisable as to 1/3rd of the underlying shares on each of the first three anniversaries of January 27, 2025. |
| 5. The first of three tranches, 10,800 shares, vested on June 2, 2026. |
| 6. Award No 50106. The participant was granted 32,400 NQ stock options on June 2, 2025 under the Harte Hanks, Inc. 2023 Inducement Equity Incentive Plan. The options vest and become exercisable as to 1/3rd of the underlying shares on each of the first three anniversaries of June 2, 2025. |
| 7. The first two of three tranches, totaling 21,533 shares, vested on January 29, 2025 and 2026. |
| 8. Award No 50102. The participant was granted 32,300 NQ stock options on January 29, 2024 under the Harte Hanks, Inc. 2023 Inducement Equity Incentive Plan. The options vest and become exercisable as to 1/3rd of the underlying shares on each of the first three anniversaries of January 29, 2024. |
| Remarks: |
| David A Garrison for David Scott Fisher | 06/04/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||