[Form 4] Harte-Hanks, Inc. Insider Trading Activity

Rhea-AI Filing Summary

UBS AG is offering $170,000 in Trigger Autocallable Contingent Yield Notes linked to the common stock of UnitedHealth Group Incorporated (UNH). The three-year notes pay a 10.12% p.a. contingent coupon each quarter only when UNH’s closing price is at or above the Coupon Barrier of $185.13 (60% of the $308.55 Initial Level). If UNH closes at or above the Initial Level on any observation date prior to maturity, the notes are automatically called and investors receive the $10 principal plus the applicable coupon.

If not called, principal is protected at maturity only when the Final Level is at or above the Downside Threshold (also $185.13). Should UNH finish below this threshold, repayment equals $10 × (1 + underlying return), exposing investors to a one-for-one loss that could reach 100% of capital.

• Issue price: $10 per note (minimum purchase 100 notes).
• Estimated initial value: $9.51, reflecting underwriting discount ($0.225 per note) and hedging/issuance costs.
• Observation schedule: Quarterly dates from 6 Oct 2025 through 6 Jul 2028; maturity 10 Jul 2028.
• Credit risk: Unsubordinated, unsecured obligations of UBS AG; payments depend on UBS solvency and are not FDIC-insured.
• Liquidity: Notes will not be listed; secondary market making is at UBS’s discretion and may involve significant bid–ask spreads.

Key risk highlights include potential loss of up to 100% of principal, non-payment of coupons if UNH trades below the barrier, valuation and liquidity uncertainties, conflicts of interest in pricing and hedging, and complex U.S. tax treatment. The product may appeal to investors comfortable with single-stock volatility who seek enhanced income and can tolerate both equity downside and issuer credit exposure.

Positive

• 10.12% contingent coupon offers income well above current investment-grade yields.
• 40% downside buffer (coupon barrier and threshold at 60% of initial level) provides conditional principal protection.
• Automatic call feature can deliver early return of capital plus coupon, boosting annualised yield.
• Short three-year tenor limits long-dated exposure compared with typical structured notes.

Negative

• Full downside participation if UNH falls more than 40%, potentially wiping out the entire investment.
• Coupons are not guaranteed; no payment occurs when UNH is below barrier on observation dates.
• Credit risk of UBS AG; note holders rank as unsecured creditors and face possible bail-in under Swiss law.
• No exchange listing or guaranteed secondary market, leading to potential illiquidity and price concessions on sale.
• Issue price exceeds estimated value by roughly 4.9%, creating an immediate mark-to-market drag.

Insights

Structured Products Analyst

TL;DR High 10.12% contingent coupon but full equity downside after a 40% buffer; neutral overall.

The note offers an above-market coupon that compensates for significant risks: a single-stock exposure, non-cumulative coupons, and potential total loss below the 60% threshold. Automatic call can shorten duration, improving annualised yield but introducing reinvestment risk. The estimated value discount (4.9%) and lack of listing mean investors may face negative carry if they exit early. Given UNH’s historical volatility profile (~25% annualised) the 40% buffer provides moderate protection, but adverse sector news could breach it. Credit exposure to UBS, a Swiss bank subject to FINMA resolution powers, adds another layer. I view impact as neutral—attractive yield for risk-tolerant accounts but no clear value edge versus constructing a synthetic position.

Portfolio Manager

TL;DR Yield is enticing, liquidity and concentration risk offset benefits; assessment neutral.

From a portfolio perspective the instrument behaves like a short put on UNH financed by selling upside and receiving a rich coupon. It suits income sleeves willing to assume event-risk on a large-cap healthcare name. However, absence of diversification, quarterly observation frequency, and contingent nature of payments make cash-flow planning difficult. Illiquidity and the 49 bp issue premium reduce attractiveness versus exchange-traded alternatives. Unless an investor has a constructive 1-3 year view on UNH holding above $185 yet below $309, I would allocate sparingly.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GARRISON DAVID A

(Last) (First) (Middle)

1 EXECUTIVE DRIVE SUITE 303

(Street)

CHELMSFORD MA 01824

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HARTE HANKS INC [ HHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2025

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	06/02/2025		A		25,000	A	$4.55	25,000(1)	I	Held by Harte Hanks until vested
Common Stock								13,129	I	Shares held in participant's retirement account.(2)

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	$7.74							01/29/2025(3)	01/29/2034	Common Stock	64,600(4)		64,600	I	NQ stock options granted and held by Harte Hanks, Inc. until exercised.

Explanation of Responses:

1. Participant was granted 25,000 RSU shares on 6/02/2025 (contract signed on 7/03/25) which will vest in three equal tranches on the anniversary of the grant date over the following three consecutive years.

2. Shares were purchased and held in participant's retirement account.

3. 1/3 of options vests annually on January 29, beginning in 2025 and ending in 2027.

4. Participant was granted 64,600 NQ stock options on 1/29/2024 that will vest 33% on the first three anniversaries of the grant date, 1/29/2025, 1/29/2026, and 1/29/2027.

Remarks:

	/s/ Robert Wyman, Attorney-in-fact for David A Garrison	07/03/2025
	** 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.

FAQ

What contingent coupon does the UBS note linked to UNH pay?

It pays 10.12% per annum, or $0.253 per $10 note each quarter, only when UNH closes at or above $185.13 on the observation date.

How much downside protection do investors have?

Principal is protected at maturity if UNH remains at or above $185.13, which is 60% of the initial $308.55 level. Below that, losses match the share’s decline.

When can the notes be automatically called?

On any quarterly observation date before final valuation, if UNH’s closing price is at or above the initial level of $308.55.

Is the 10.12% coupon guaranteed for the full three years?

No. Coupons are contingent; they are paid only when the barrier condition is met on each observation date.

What is the estimated initial value compared with the issue price?

UBS estimates the initial value at $9.51 versus the $10 issue price, reflecting fees and hedging costs.

Are these notes listed on an exchange?

No. The notes will not be listed; any secondary trading depends solely on UBS’s willingness to make a market.