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Midas Edge

HARTE HANKS INC

For the period ended Dec 31, 2024. Filed Mar 17, 2025.

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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.

FY2024 · Filed Mar 17, 2025

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 (incorporated by reference to Exhibit 3.1 to the Company's Form 10-K, filed with the Commission on April 1, 2024).
3.2Certificate of Amendment of Incorporation dated January 31, 2018 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-K, filed with the Commission on April 1, 2024).
3.3Certificate of Designation of Series A Preferred Stock of Harte Hanks, Inc. (incorporated by reference to Exhibit 3.1 to the Company's form 8-K, filed with the Commission on January 29, 2018).
3.4Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Company's Form 10-K, filed with the Commission on April 1, 2024).
3.5Elimination of Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Harte Hanks, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, filed with the Commission on 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. (incorporated by reference to Exhibit 10.01 to the Company's Form 10-K, filed with the Commission on April 1, 2024).
10.02Security Agreement, dated December 21, 2021, between Harte Hanks, Inc. and Texas Capital Bank, National Association. (incorporated by reference to Exhibit 10.02 to the Company's Form 10-K, filed with the Commission on April 1, 2024).
10.03Harte Hanks, Inc. Restoration Pension Plan (As Amended and Restated Effective January 1, 2008) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on June 27, 2008).
10.04First Amendment to the Harte Hanks, Inc. Amended & Restated Restoration Pension Plan, dated October 11, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the Commission on October 14, 2016).
10.05Securities Purchase Agreement, dated January 23, 2018, by and between Harte Hanks, Inc. and Wipro, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the Commission on January 29, 2018).
10.06Amended and Restated Harte Hanks 2013 Omnibus Incentive Plan effective September 13,2018 (incorporated by reference to Exhibit 4.1 to the Company's Form S-8, filed with the Commission on September 13, 2018).
10.07Harte Hanks, Inc. 2020 Equity Incentive Plan, dated August 3, 2020 (incorporated by reference to Exhibit 10.07 to the Company's Form 10-K, filed with the Commission on April 1, 2024).
10.08Employment Agreement between the Company and Brian Linscott, effective as of June 23, 2021 (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K, filed with the Commission on June 23, 2021).
10.09Employment Agreement between the Company and Kirk Davis, effective as of June 19, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the Commission on June 20, 2023).
10.10Separation Agreement between the Company and Brian Linscott effective as of June 21, 2023 (incorporated by reference to Exhibit 10.10 to the Company's Form 10-K, filed with the Commission on April 1, 2024).
10.11Hart Hanks Inc. 2023 Inducement Equity Incentive Plan (incorporated by reference to 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, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the Commission on 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 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the Commission on January 5, 2024).
*Filed or furnished herewith, as applicable
INDEX TO EXHIBITS (continued)
ExhibitNo.Description of Exhibit
10.14Employment Agreement between the Company and David Garrison, effective as of January 29, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the Commission on January 29, 2024).
10.15Employment Agreement between the Company and David Fisher, effective as of January 27, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the Commission on January 28, 2025).
16.01Letter from Baker Tilly LLP to the Securities and Exchange Commission, Dated August 23, 2024 (incorporated by reference to Exhibit 16.1 to the Company's Form 8-K, filed with the Commission on August 23, 2024).
*19Harte Hanks Business Conduct Policy: Insider Trading Restrictions
*21.1Subsidiaries of Harte Hanks, Inc.
*23.1Consent of Baker Tilly US LLP.
*23.2Consent of Wolf & Company, P.C.
*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 (incorporated by reference to Exhibit 97 to the Company's Form 10-K, filed with the Commission on April 1,2024).
*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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