Business Context and Reporting Period
This Form 8-K, filed on August 19, 2026, reports a material definitive agreement entered into by Harte Hanks, Inc. (the "Company") on August 14, 2026. The Company has agreed to merge with Merger Sub – R, Inc., a wholly-owned subsidiary of Star Equity Holdings, Inc. ("Star"). Upon closing, the Company will become a wholly-owned subsidiary of Star.
Key Financial Metrics and Transaction Terms
The filing details the financial structure of the proposed merger rather than the Company's operating results for a specific period.
- Merger Consideration: Shareholders may elect to receive either $5.00 per share in cash or 0.50 shares of Star's 10% Series A Cumulative Perpetual Preferred Stock per share of Harte Hanks common stock.
- Cash Cap: The aggregate cash consideration is capped at $19,200,000. If cash elections exceed this cap, cash payments will be prorated, and the remainder will be converted to Preferred Stock.
- Debt Financing: Star intends to fund the cash portion via a drawdown on the Company's existing credit facility with Texas Capital Bank, not to exceed $15 million, or through alternative debt financing.
- Termination Fees: Both the Company and Star are subject to a termination fee of $1,152,000 under specified circumstances. Maximum liability for breach of the agreement is capped at $1,152,000 for each party.
- Operating Metrics: The filing text does not provide current revenue, profit, cash flow, margins, or liquidity figures for the Company.
Material Changes and Transaction Mechanics
The primary material change is the execution of the Merger Agreement, which alters the Company's corporate status and capital structure pending shareholder approval.
- Equity Treatment: Treasury stock and shares held by Star or Merger Sub will be canceled without consideration. Outstanding vested options and RSUs will be converted into Merger Consideration based on the excess of the Merger Consideration over the exercise price (for options) or the full Merger Consideration (for RSUs). Performance Stock Units (PSUs) will be canceled without payment.
- Support Agreements: Directors and certain officers have entered into Voting and Support Agreements to vote their shares in favor of the merger and against alternative transactions.
- Delisting: The Company is obligated to de-list its common stock from Nasdaq and de-register under the Exchange Act following the Closing.
Guidance, Risks, and Contingencies
The transaction is subject to several material contingencies and risks.
- Closing Conditions: The merger requires approval by the Company's stockholders, effectiveness of the Form S-4 registration statement, accuracy of representations and warranties, and consummation of the Debt Financing (which requires consent from Texas Capital Bank).
- Go-Shop Period: The Company is permitted to solicit alternative acquisition proposals during a 30-day go-shop period following the signing of the agreement.
- Forward-Looking Statements: The filing includes standard disclaimers regarding the uncertainty of the transaction's completion, timing, and future operations.
- Legal Risks: The agreement includes provisions for stockholder litigation defense and settlement participation by Star.
Investor Verification Checklist
- Verify the final election ratio between cash and Preferred Stock once the Form S-4 is filed, as the $19.2 million cash cap may result in prorated payments.
- Confirm the status of the debt financing consent from Texas Capital Bank, as this is a specific closing condition.
- Review the upcoming Proxy Statement/Prospectus (Form S-4) for detailed risk factors and the specific terms of the 10% Series A Cumulative Perpetual Preferred Stock.
- Check for any updates regarding the 30-day go-shop period and whether any alternative proposals have been received.
- Confirm the treatment of specific equity awards (options, RSUs, PSUs) based on individual vesting schedules and exercise prices.