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Harte Hanks (HHS) president logs RSU vesting, options and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HARTE HANKS INC President David Scott Fisher reported routine equity compensation activity and related tax withholding. Restricted stock units vested and were converted from indirectly held awards into 18,790 directly owned common shares at a reference price of $2.62 per share, while 7,876 shares were withheld to cover tax obligations tied to this vesting. Following these transactions, Fisher also holds 61,210 restricted stock units indirectly through Harte Hanks until they vest. In addition, he retains nonqualified stock options indirectly covering 32,300, 32,400 and 32,400 underlying common shares at exercise prices of $7.74, $4.55 and $5.34 per share, with expiration dates in 2034 and 2035. Overall, the filing reflects compensation-related vesting, tax withholding, and continued equity-based incentives rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Fisher David Scott
Role President
Type Security Shares Price Value
Other Common Stock - Restricted Stock Units 18,790 $2.62 $49K
Tax Withholding Common Stock - Restricted Stock Units 7,876 $2.62 $21K
Other Common Stock 18,790 $2.62 $49K
holding Option to buy Common Shares -- -- --
holding Option to buy Common Shares -- -- --
holding Option to buy Common Shares -- -- --
Holdings After Transaction: Common Stock - Restricted Stock Units — 61,210 shares (Indirect, Shares held by Harte Hanks until vested); Common Stock — 18,790 shares (Direct, null); Option to buy Common Shares — 32,400 shares (Indirect, Shares held by Harte Hanks)
Footnotes (1)
  1. RSU shares vested and converted from indirect owned non-derivatives to direct owned non-derivative shares. Represents shares withheld to offset the reporting person's tax obligations upon vesting of RSU's. The first of three tranches, 10,800 shares, vested on January 27, 2026. 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. The first of three tranches, 10,800 shares, vested on June 2, 2026. 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. The first two of three tranches, totaling 21,533 shares, vested on January 29, 2025 and 2026. 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.
RSU shares vested to common 18,790 shares Converted from indirect RSUs to directly owned common shares at $2.62
Shares withheld for taxes 7,876 shares Tax-withholding disposition on RSU vesting at $2.62 per share
Remaining RSUs 61,210 units Restricted stock units held indirectly until vesting
Option block 1 32,300 shares at $7.74 Nonqualified stock options expiring January 29, 2034
Option block 2 32,400 shares at $4.55 Nonqualified stock options expiring June 2, 2035
Option block 3 32,400 shares at $5.34 Nonqualified stock options expiring January 27, 2035
Direct common shares after transaction 18,790 shares Directly owned common stock following RSU conversion
Restricted Stock Units financial
"Common Stock - Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Inducement Equity Incentive Plan financial
"under the Harte Hanks, Inc. 2023 Inducement Equity Incentive Plan."
An inducement equity incentive plan is a program that grants employees or executives company shares or stock options to motivate and reward their work, often as a way to attract new talent. It aligns their interests with the company's success, encouraging them to contribute to long-term growth. For investors, such plans can influence a company's stock performance and overall financial health by motivating key personnel.
NQ stock options financial
"The participant was granted 32,400 NQ stock options on June 2, 2025"
nonqualified stock options financial
"32,300 NQ stock options on January 29, 2024"
A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.
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SEC Form 4
FORM 4UNITED 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*
Fisher David Scott

(Last)(First)(Middle)
1 EXECUTIVE DR

(Street)
CHELMSFORD MASSACHUSETTS 01824

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HARTE HANKS INC [ HHS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock - Restricted Stock Units06/02/2026J18,790(1)D$2.6261,210IShares held by Harte Hanks until vested
Common Stock - Restricted Stock Units06/02/2026F7,876(2)D$2.6253,334IShares held by Harte Hanks until vested
Common Stock06/02/2026J18,790(1)A$2.6218,790D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option to buy Common Shares$5.3401/27/2026(3)01/27/2035Common Stock32,400(4)32,400IShares held by Harte Hanks
Option to buy Common Shares$4.5506/02/2026(5)06/02/2035Common Stock32,400(6)32,400IShares held by Harte Hanks
Option to buy Common Shares$7.7401/29/2025(7)01/29/2034Common Stock32,300(8)32,300IShares 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 Fisher06/04/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Harte Hanks (HHS) President David Scott Fisher report?

David Scott Fisher reported RSU vesting that converted into 18,790 common shares and a tax-withholding disposition of 7,876 shares. The filing reflects compensation-related equity activity, not open-market purchases or sales.

How many Harte Hanks (HHS) restricted stock units does David Scott Fisher hold after this filing?

After the reported transactions, David Scott Fisher holds 61,210 restricted stock units indirectly, described as shares held by Harte Hanks until vested. These RSUs will convert into common stock as future vesting conditions are met.

What stock option positions for Harte Hanks (HHS) does David Scott Fisher retain?

Fisher retains three blocks of nonqualified stock options indirectly, each for 32,300 or 32,400 underlying shares with exercise prices of $7.74, $4.55 and $5.34, expiring in 2034 and 2035.

Was there any open-market buying or selling of Harte Hanks (HHS) shares in this Form 4?

The Form 4 does not show open-market buying or selling. It reports RSU vesting, tax-withholding of 7,876 shares, and internal restructuring entries coded as “J,” all tied to equity compensation, rather than discretionary trades.

What does the tax-withholding disposition in the Harte Hanks (HHS) Form 4 represent?

The tax-withholding disposition reflects 7,876 shares delivered to cover Fisher’s tax obligations when restricted stock units vested. This F-code transaction is a mechanical tax payment method, not an open-market sale decision.

How are David Scott Fisher’s Harte Hanks (HHS) shares held after these transactions?

After these transactions, Fisher holds 18,790 common shares directly and restricted stock units and options indirectly through Harte Hanks-related arrangements, as described by “shares held by Harte Hanks” footnotes and ownership codes.