Form 8-K

8-K — HARTE HANKS INC

Accession: 0001628280-26-035139

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0000045919

SIC: 7331 (SERVICES-DIRECT MAIL ADVERTISING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hhs-20260514.htm (Primary)

EX-99.1 (a20260514ex991earningsq1-26.htm)

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8-K

8-K (Primary)

Filename: hhs-20260514.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 14, 2026

Date of Report (Date of Earliest Event Reported)

___________________________________________________

Harte Hanks, Inc.

(Exact Name of Registrant as Specified in its Charter)

___________________________________________________

Delaware 1-7120 74-1677284

(State or Other Jurisdiction

of Incorporation)

(Commission File Number) (I.R.S. Employer Identification Number)

1 Executive Drive, Suite 303

Chelmsford, MA 01824

(512) 434-1100

(Address of principal executive offices and Registrant’s telephone number, including area code)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock HHS NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On May 14th, 2026, Harte Hanks issued a press release announcing its financial results for the first quarter ended March 31, 2026. The full text of the press release is furnished with this Current Report as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 2.02 (including Exhibit 99.1) of this Current Report is furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, notwithstanding any general incorporation by reference language in other Harte Hanks filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release of Harte Hanks, Inc. dated May 14, 2026 announcing first quarter 2026 financial results

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARTE HANKS, INC.

Date: May 14, 2026 By: /s/ David Garrison

David Garrison

Chief Financial Officer

EX-99.1

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Document

Exhibit 99.1

Harte Hanks Reports First Quarter 2026 Results

Advances Sector-Aligned Growth Strategy While Maintaining Strong Balance Sheet and Positive EBITDA

Chelmsford, Massachusetts – May 14, 2026 - Harte Hanks, Inc. (NASDAQ: HHS), a leading global customer experience company focused on bringing companies closer to customers for over 100 years, today announced financial results for the first quarter ended March 31, 2026. Despite revenue pressure in the first quarter, the Company continued to drive operational progress and secure strategic new business wins across key industries. Harte Hanks ended the quarter with a strong balance sheet positioning the Company to execute on its growth strategy, building momentum to deliver positive EBITDA throughout 2026.

“During the first quarter, we continued aligning Harte Hanks around priority sectors where our experience, trust, and focus on measurable outcomes can create the greatest client value,” said David Fisher, President of Harte Hanks. “By combining our deep customer experience expertise with sector knowledge and technology-enabled delivery, we are building a more focused, scalable company positioned to help clients acquire, serve, and retain customers more effectively. While revenue remained pressured by legacy offerings and market headwinds, we advanced our shift toward higher-value services and ended the quarter with a strong balance sheet, positioning Harte Hanks to execute on its growth strategy and build momentum toward positive EBITDA throughout 2026.”

First Quarter Highlights

•The Company ended the quarter with a cash balance of $4.5 million at March 31, 2026.

•Total revenues for Q1 2026 were $37.3 million, down 10.3% compared to $41.6 million in Q1 2025.

•Operating loss was $768 thousand compared to a loss of $40 thousand in the same quarter in the prior year.

•Net loss was $0.6 million, or $0.08 per basic and diluted share, compared to net loss of $0.4 million, or $0.05 per basic and diluted share, in the prior year quarter.

•The first quarter of 2026 had EBITDA of $0.3 million compared to EBITDA of $1.0 million in the same period in the prior year. Adjusted EBITDA, which excludes stock-based compensation and restructuring charges, was $0.7 million for Q1 2026 and $1.8 million for the same quarter in 2025.

Segment Highlights

•Customer Care, $12.9 million in revenue, 35% of total – Segment revenue for the quarter decreased $0.1 million or 1.1% versus the prior year and EBITDA totaled $0.9 million for the quarter, a decline of 56.8% compared to the same period in the prior year.

•Fulfillment & Logistics Services, $16.5 million in revenue, 44% of total – Segment revenue for the quarter decreased $3.3 million or 16.6% versus the prior year quarter and EBITDA totaled $1.2 million, a decline of 28.9%.

•Revenue Solutions, $7.9 million in revenue, 21% of total – Segment revenue for the quarter decreased $0.9 million or 9.9% compared to the prior year quarter and EBITDA for the first quarter totaled $1.0 million vs. $1.1 million for the first quarter of 2025.

Balance Sheet and Liquidity

Harte Hanks ended the quarter with $4.5 million in cash and cash equivalents and $24.3 million of capacity on its credit line. The Company has no outstanding debt as of March 31, 2026. The Company’s financial position continues to be strong, and it is well-positioned to execute on its long-term growth strategies in 2026 and beyond.

Exhibit 99.1

About Harte Hanks:

Harte Hanks (NASDAQ: HHS) is a leading global customer experience company whose mission is to partner with clients to provide them with CX strategy, data-driven analytics and actionable insights combined with seamless program execution to better understand, attract and engage their customers.

Using its unparalleled resources and award-winning talent in the areas of Customer Care, Fulfillment and Logistics, and Revenue Solutions, Harte Hanks has a proven track record of driving results for some of the world’s premier brands, including GlaxoSmithKline, Unilever, Samsung, Pfizer, HBO Max, Volvo, Ford, FedEx, Abbott and IBM among others. Headquartered in Chelmsford, Massachusetts, Harte Hanks has over 2,100 employees in offices across the Americas, Europe, and Asia Pacific.

For more information, visit hartehanks.com

As used herein, “Harte Hanks” or “the Company” refers to Harte Hanks, Inc. and/or its applicable operating subsidiaries, as the context may require. Harte Hanks’ logo and name are trademarks of Harte Hanks, Inc.

Cautionary Note Regarding Forward-Looking Statements:

Our press release and related earnings conference call contain “forward-looking statements” within the meaning of U.S. federal securities laws. All such statements are qualified by this cautionary note, provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements other than historical facts are forward-looking and may be identified by words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “seeks,” “could,” “intends,” or words of similar meaning. These forward-looking statements are based on current information, expectations and estimates and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from what is expressed in or indicated by the forward-looking statements. In that event, our business, financial condition, results of operations or liquidity could be materially adversely affected and investors in our securities could lose part or all of their investments. These risks, uncertainties, assumptions and other factors include: (a) local, national and international economic and business conditions, including (i) market conditions that may adversely impact marketing expenditures, and (ii) the impact of economic environments and competitive pressures on the financial condition, marketing expenditures and activities of our clients and prospects; (iii) the demand for our products and services by clients and prospective clients, including (iv) the willingness of existing clients to maintain or increase their spending on products and services that are or remain profitable for us, and (vi) our ability to predict changes in client needs and preferences; (b) economic and other business factors that impact the industry verticals we serve, including competition, inflation and consolidation of current and prospective clients, vendors and partners in these verticals; (c) our ability to manage and timely adjust our facilities, capacity, workforce and cost structure to effectively serve our clients; (d) our ability to improve our processes and to provide new products and services in a timely and cost-effective manner though development, license, partnership or acquisition; (e) our ability to protect our facilities against security breaches and other interruptions and to protect sensitive personal information of our clients and their customers; (f) our ability to respond to increasing concern, regulation and legal action over consumer privacy issues, including changing requirements for collection, processing and use of information; (g) the impact of privacy and other regulations, including restrictions on unsolicited marketing communications and other consumer protection laws; (h) fluctuations in fuel prices, paper prices, postal rates and postal delivery schedules; (i) the number of shares, if any, that we may repurchase in connection with our repurchase program; (j) unanticipated developments regarding litigation or other contingent liabilities; (k) our ability to complete reorganizations, including cost-saving initiatives; and (l) other factors discussed from time to time in our filings with the Securities and Exchange Commission, including under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 which was filed on March 17, 2026. The forward-looking statements in this press release and our related earnings conference call are made only as of the date hereof, and we undertake no obligation to update publicly any forward-looking statement, even if new information becomes available or other events occur in the future.

Supplemental Non-GAAP Financial Measures:

The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, the Company may use certain non-GAAP measures of financial performance in order to provide investors with a better understanding of operating results and underlying trends to assess the Company’s performance and liquidity in this press release and our related earnings conference call. We have presented herein a reconciliation of these measures to the most directly comparable GAAP financial measure.

Exhibit 99.1

The Company presents the non-GAAP financial measure “Adjusted Operating Income” as a useful measure to both management and investors in their analysis of the Company’s financial results because it facilitates a period-to-period comparison of Operating Income excluding stock-based compensation, severance, and restructuring. The most directly comparable measure for this non-GAAP financial measure is Operating Income (Loss).

The Company presents the non-GAAP financial measure “EBITDA” as a supplemental measure of operating performance in order to provide an improved understanding of underlying performance trends. The Company defines “EBITDA” as Net Income (Loss) adjusted to exclude income tax expense, other expense (income), net, and depreciation and amortization expense. The Company defines “Adjusted EBITDA” as EBITDA adjusted to exclude stock-based compensation, severance, and restructuring. The most directly comparable measure for EBITDA and Adjusted EBITDA is Net Income (Loss). We believe EBITDA and Adjusted EBITDA are an important performance metric because it facilitates the analysis of our results, exclusive of certain non-cash items, including items which do not directly correlate to our business operations; however, we urge investors to review the reconciliation of non-GAAP EBITDA to the comparable GAAP Net Income (Loss), which is included in this press release, and not to rely on any single financial measure to evaluate the Company’s financial performance.

The use of non-GAAP measures does not serve as a substitute and should not be construed as a substitute for GAAP performance but should provide supplemental information concerning our performance that our investors and we find useful. The Company evaluates its operating performance based on several measures, including these non-GAAP financial measures. The Company believes that the presentation of these non-GAAP financial measures in this press release and earnings conference call presentations are useful supplemental financial measures of operating performance for investors because they facilitate investors’ ability to evaluate the operational strength of the Company’s business. However, there are limitations to the use of these non-GAAP measures, including that they may not be calculated the same by other companies in our industry limiting their use as a tool to compare results. Any supplemental non-GAAP financial measures referred to herein are not calculated in accordance with GAAP and they should not be considered in isolation or as substitutes for the most comparable GAAP financial measures.

Investor Relations Contact:

David Garrison

Investor.Relations@hartehanks.com

Exhibit 99.1

Harte Hanks, Inc.

Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,

In thousands, except per share amounts 2026 2025

Revenue $ 37,264 $ 41,561

Operating expenses

Labor 19,810 19,799

Production and distribution 11,339 14,057

Advertising, selling, general and administrative 5,641 5,844

Restructuring expenses 160 838

Depreciation and amortization expense 1,082 1,063

Total operating expenses 38,032 41,601

Operating loss (768) (40)

Other expenses, net

Interest expense, net 69 53

Other expense, net 161 514

Total other expense, net 230 567

Loss before income taxes (998) (607)

Income tax benefit (370) (215)

Net loss (628) (392)

Loss per common share

Basic and Diluted $ (0.08) $ (0.05)

Weighted average shares used to compute loss per share

Basic and Diluted 7,416 7,360

Comprehensive loss, net of tax:

Net loss $ (628) $ (392)

Adjustment to pension liability, net 74 165

Foreign currency translation adjustment (78) 36

Total other comprehensive (loss) income, net of tax (4) 201

Comprehensive loss $ (632) $ (191)

Exhibit 99.1

Harte Hanks, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

In thousands March 31, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents, and restricted cash $ 4,538 $ 5,587

Accounts receivable, net 26,116 27,841

Unbilled accounts receivable 8,052 6,728

Contract assets 133 321

Prepaid expenses 3,015 2,363

Prepaid income taxes and income tax receivable 1,864 1,431

Other current assets 2,063 2,046

Total current assets 45,781 46,317

Net property, plant and equipment 7,791 8,386

Operating lease right-of-use assets 18,945 19,247

Financing lease right-of-use assets 562 607

Other assets 17,326 17,269

Total assets $ 90,405 $ 91,826

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 11,092 $ 13,096

Accrued expense 6,102 5,915

Accrued payroll and related expenses 3,323 2,749

Deferred revenue and customer advances 2,572 813

Customer postage and program deposits 849 868

Other current liabilities 2,823 3,180

Current portion of lease liabilities 3,965 3,543

Total current liabilities 30,726 30,164

Pension liabilities - Qualified plans 3,708 4,106

Pension liabilities - Nonqualified plan 16,778 16,995

Lease liabilities, net of current portion 18,050 18,861

Other long-term liabilities 1,040 1,174

Total liabilities 70,302 71,300

Stockholders’ equity

Common stock 12,221 12,221

Additional paid-in capital 108,216 109,558

Retained earnings 813,184 813,812

Less treasury stock (898,534) (900,085)

Accumulated other comprehensive loss (14,984) (14,980)

Total stockholders’ equity $ 20,103 $ 20,526

Total liabilities and stockholders’ equity $ 90,405 $ 91,826

Exhibit 99.1

Harte Hanks, Inc.

Reconciliations of Non-GAAP Financial Measures (Unaudited)

Three Months Ended March 31,

In thousands 2026 2025

Net loss $ (628) $ (392)

Income tax benefit (370) (215)

Other expense, net 230 567

Depreciation and amortization expense 1,082 1,063

EBITDA $ 314 $ 1,023

Stock-based compensation 218 (49)

Restructuring expense 160 838

Adjusted EBITDA $ 692 $ 1,812

Operating loss $ (768) $ (40)

Stock-based compensation 218 (49)

Restructuring expense 160 838

Adjusted operating (loss) income $ (390) $ 749

Adjusted operating margin (a)

(1.0 %) 1.8 %

(a)Adjusted Operating Margin equals Adjusted Operating Income divided by Revenues.

Harte Hanks, Inc.

Statement of Operations by Segments (Unaudited)

In thousands

Three months ended March 31, 2026 Revenue Solutions Customer Care Fulfillment & Logistics Restructuring Expense Unallocated Corporate Total

Revenue $ 7,916 $ 12,857 $ 16,491 $ — $ — $ 37,264

Segment labor expense 4,454 9,011 3,966 — 2,379 19,810

Other segment operating expense 1,808 2,186 10,524 — 2,462 16,980

Restructuring expense — — — 160 — 160

Contribution margin (loss) $ 1,654 $ 1,660 $ 2,001 $ (160) $ (4,841) $ 314

Overhead allocation 675 771 800 — (2,246) —

EBITDA $ 979 $ 889 $ 1,201 $ (160) $ (2,595) $ 314

Depreciation and amortization 160 132 516 — 274 1,082

Operating income (loss) $ 819 $ 757 $ 685 $ (160) $ (2,869) $ (768)

Three months ended March 31, 2025 Revenue Solutions Customer Care Fulfillment & Logistics Restructuring Expense Unallocated Corporate Total

Revenue $ 8,782 $ 13,001 $ 19,778 $ — $ — $ 41,561

Segment labor expense 4,487 8,016 4,562 — 2,734 19,799

Other segment operating expense 2,511 2,100 12,644 — 2,646 19,901

Restructuring expense — — — 838 — 838

Contribution margin (loss) $ 1,784 $ 2,885 $ 2,572 $ (838) $ (5,380) $ 1,023

Overhead allocation 711 826 882 — (2,419) —

EBITDA $ 1,073 $ 2,059 $ 1,690 $ (838) $ (2,961) $ 1,023

Depreciation and amortization 217 51 501 — 294 1,063

Operating income (loss) $ 856 $ 2,008 $ 1,189 $ (838) $ (3,255) $ (40)

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Document And Entity Information

May 14, 2026

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