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HARTE HANKS INC

For the period ended Dec 31, 2023. Filed Apr 1, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Apr 1, 2024

HHS$3.95-1.3%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
15(a)(1)Financial Statements
The financial statements filed as part of this report and referenced in Item 8 are presented in the Consolidated Financial Statements and the notes thereto beginning at page 35 of this Form 10-K (Financial Statements).
15(a)(2)Financial Statement Schedules
All schedules for which provision is made in the applicable rules and regulations of the SEC have been omitted as the schedules are not required under the related instructions, are not applicable, or the information required thereby is set forth in the Consolidated Financial Statements or notes thereto.
15(a)(3)Exhibits
The Exhibit Index following the Notes to Consolidated Financial Statements in this Form 10-K lists the exhibits that are filed or furnished, as applicable, as part of this Form 10-K.

INDEX TO EXHIBITS

We are incorporating certain exhibits listed below by reference to other Harte Hanks filings with the Securities and Exchange Commission, which we have identified in parentheses after each applicable exhibit.

ExhibitNo.Description of Exhibit
*3.1Amended and Restated Certificate of Incorporation as amended through May 5, 1998.
*3.2Certificate of Amendment of Incorporation dated January 31, 2018.
3.3Certificate of Designation of Series A Preferred Stock of Harte Hanks, Inc. (filed as Exhibit 3.1 to the company's form 8-K dated January 29, 2018).
*3.4Fifth Amended and Restated Bylaws.
3.5Elimination of Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Harte Hanks, Inc. (filed as Exhibit 3.1 to the Company's Form 8-K dated March 24, 2023).
*10.01Loan Agreement, dated December 21, 2021, among Harte Hanks, Inc. the subsidiary guarantors party thereto and Texas Capital Bank, National Association.
*10.02Security Agreement, dated December 21, 2021, between Harte Hanks, Inc. and Texas Capital Bank, National Association.
10.03Harte Hanks, Inc. Restoration Pension Plan (As Amended and Restated Effective January 1, 2008) (filed as Exhibit 10.1 to the Company’s Form 8-K dated June 27, 2008).
10.04First Amendment to the Harte Hanks, Inc. Amended & Restated Restoration Pension Plan, dated October 11, 2016 (filed as Exhibit 10.1 to the Company's Form 8-K dated October 14, 2016).
10.05Securities Purchase Agreement, dated January 23, 2018, by and between Harte Hanks, Inc. and Wipro, LLC (filed as Exhibit 10.1 to the company's Form 8-K dated January 29, 2018).
10.06Amended and Restated Harte Hanks 2013 Omnibus Incentive Plan effective September 13,2018 (filed on Form S-8 file number 333-227325 as exhibit 4.1).
*10.07Harte Hanks, Inc. 2020 Equity Incentive Plan, dated August 3, 2020 (as filed S-8 file number 333-240325).
10.08Employment Agreement between the Company and Brian Linscott, effective as of June 23, 2021 (filed as Exhibit 10.2 to the company's Form 8-K, dated June 23, 2021).
10.09Employment Agreement between the Company and Kirk Davis, effective as of June 19, 2023 (filed as Exhibit 10.1 to the company's Form 8-K, dated June 20, 2023).
*10.10Separation Agreement between the Company and Brian Linscott effective as of June 21, 2023.
10.11Hart Hanks Inc. 2023 Inducement Equity Incentive Plan (Filed as Exhibit 99.01 to the company's Form S-8 on August 25, 2023 as file number 333-274226).
10.12Separation Agreement between the Company and Lauri Kearnes effective as of October 15, 2025 (filed as Exhibit 10.1 to the company's Form 8-K, dated October 17, 2023).
10.13First Amendment to Loan Agreement, effective December 29, 2023, among Harte Hanks Inc. the subsidiary guarantors party thereto and with Texas Capital Bank (filed as Exhibit 10.1 on 8-K dated January 5, 2024).
*21.1Subsidiaries of Harte Hanks, Inc.
*23.1Consent of Baker Tilly US LLP.
*31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1Furnished Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2Furnished Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*97Harte Hanks Clawback Policy.
*Filed or furnished herewith, as applicable
INDEX TO EXHIBITS (continued)
ExhibitNo.Description of Exhibit
*101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL Document.
*101.SCHInline XBRL Taxonomy Extension Schema Document.
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEFInline XBRL Definition Linkbase Document.
*104Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).
*Filed or furnished herewith, as applicable
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