HARTE HANKS INC

Stockholders Entitled to Vote

The record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof is the close of business on March 26, 2026 (the “Record Date”). As of March 26, 2026, we had 7,414,794 shares of common stock issued and outstanding, which were held by approximately 592 holders of record. Please referto the section entitled “Security Ownership of Management and Certain Principal Stockholders” for information about common stock beneficially owned by our directors, executive officers and principal stockholders. Stockholders are entitled to one vote for each share of common stock owned as of the Record Date. A list of stockholders entitled to vote at the virtual Annual Meeting will be open to the examination of any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at our corporate headquarters located at 1 Executive Drive, Suite 303, Chelmsford, MA 01824 for a period of at least ten (10) days prior to the virtual Annual Meeting and on the virtual Annual Meeting website during the entirety of the meeting.

Voting of Proxies by Management Proxy Holders

The Board has appointed Mr. David Fisher (President) and Mr. David Garrison (Chief Financial Officer), each with full powers of substitution and resubstitution, as the management proxy holders for the Annual Meeting. Your shares will be voted in accordance with the instructions on the proxy card you submit electronically or by mail, or the instructions provided for any proxy submitted by telephone or online, as applicable. For stockholders who vote their shares by duly submitting a proxy online, by mail or telephone, the management proxy holders will vote all shares represented by such valid proxies as specified by such holder, and if not specified, in accordance with the following Board recommendations:

As of the date of printing of this proxy statement, the Board is not aware of any other business or nominee to be presented or voted upon at the Annual Meeting. Should any other matter requiring a vote of stockholders properly arise, the proxies in the enclosed form confer upon the person or persons entitled to vote the shares represented by such proxies' discretionary authority to vote the same in accordance with their discretion.

Quorum; Required Votes

The virtual presence at the Annual Meeting, including by proxy, of holders of a majority of all of the shares of the stock entitled to vote at the Annual Meeting constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker “non-votes” (which are described in the section entitled "voting procedures") are counted as present at the Annual Meeting for purposes of determining whether a quorum is present. If a quorum is not present, the Annual Meeting may be adjourned or postponed from time to time until a quorum is obtained.

•Proposal 1 (Election of Directors) - To be elected in an uncontested election, each nominee for election as a director must receive a majority of the votes cast in favor of his or her election at the Annual Meeting virtually or by proxy. In a contested election, directors are elected by a plurality of votes cast virtually or by proxy. The election of directors at the Annual Meeting will be uncontested and therefore the number of votes “for” a director’s election must exceed fifty percent of the votes cast with respect to that director’s election. Votes may be cast in favor of or withheld from the election of each nominee. Abstentions and broker non-votes, if any, will not count as votes cast and will have no effect on the outcome of the vote on the election of directors. Pursuant to Amendment No. 2 (the "Amendment") to our Fifth Amended and Restated Bylaws (the “Bylaws”), each nominee who is a current director has submitted an irrevocable resignation as a director. Such resignation will become effective upon (1) that person not receiving a majority of the votes cast in favor of his or her election in an uncontested election and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose.

•Proposal 2 (Say-on-Pay)– Approval of the compensation of our named executive officers, on a non-binding, advisory basis requires the approval of a majority of the votes cast at the Annual Meeting virtually or by proxy. Abstentions and broker non-votes, if any, will not count as votes cast and will have no effect on the outcome of the proposal.

•Proposal 3 (Ratification of the Selection of Independent Registered Public Accounting Firm) - Ratification of the selection of Wolf & Company P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of the majority of the votes cast at the Annual Meeting virtually or by proxy. As Proposal 3 is considered a routine matter, banks, brokers or other nominees have the discretion to vote without instructions from the stockholder. Abstentions, if any, will not count as votes cast and will have no effect on the outcome of the proposal.

Submission of Proposal 3 (Ratification of the Selection of Independent Registered Public Accounting Firm) is not legally required. However, the Board and the Audit Committee of the Company (the “Audit Committee”) believe that such submission is an opportunity for stockholders to provide feedback to the Board and the Audit Committee on an important issue of corporate governance. If the stockholders do not ratify the selection of Wolf & Company P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, the Audit Committee will reconsider the selection of such firm as independent auditors, although the results of the vote are not binding on the Audit Committee. The Audit Committee has the sole authority and responsibility to retain, evaluate, and, where appropriate, replace the Company’s independent auditors. Ratification by the stockholders of the selection of Wolf & Company P.C. does not limit the authority of the Audit Committee to direct the appointment of new independent auditors at any time during fiscal year 2026 or thereafter.

A “broker non-vote” occurs when a nominee, such as a broker or dealer, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. On routine matters, brokers have the discretion to vote shares held in “street name” – a term that means the shares are held in the name of the broker on behalf of its customer, the beneficial owner. If your shares are held in “street name” by a broker and you wish to vote on the proposal to elect the directors (Proposal 1), the advisory vote to approve named executive officer compensation (Proposal 2), or to act upon any other non-routine business that may properly come before the Annual Meeting, you should provide instructions to your broker. If you do not provide your broker with instructions, your broker generally will only have the authority to vote on the ratification of the appointment of Wolf & Company P.C. as the Company’s independent registered public accounting firm (Proposal 3). All other matters at the Annual Meeting are expected to be non-routine and therefore brokers will not be entitled to vote on a beneficial owner’s behalf without voting instructions or discretionary authority on such matters.

Voting Procedures

Registered Stockholders - Registered stockholders may vote their shares or submit a proxy to have their shares voted by one of the following methods:

•By Mail. You may submit a proxy by signing, dating and returning the enclosed proxy card in the enclosed pre-addressed envelope, and returning it prior to May 21, 2026.

•By Telephone. You may submit a proxy by telephone using the toll-free number listed on the enclosed proxy card. Please have your proxy card in hand when you call. Telephone voting facilities will close and no longer be available on the date and time specified on the proxy card.

•Online. You may submit a proxy online using the website listed on the enclosed proxy card. Please have your proxy card in hand when you log onto the website. Online voting facilities will close and no longer be available on the date and time specified on the proxy card.

•Electronically. You may vote electronically at the Annual Meeting by following instructions at the virtual Annual Meeting and completing an electronic ballot online; however, attending the Annual Meeting virtually without completing a ballot will not count as a vote. As a result, even if you plan to attend the Annual Meeting virtually, we recommend that you also vote by proxy as described in this Proxy Statement so that your votes will be counted if you do not participate in the meeting.

Street-name Stockholders - Street-name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods in accordance with the applicable brokers’, nominees’, or agent’s procedures:

•By Mail. You may submit a proxy by signing, dating and returning the enclosed proxy card in the enclosed pre-addressed envelope, and returning the proxy prior to May 21, 2026.

•By Methods Listed on the Proxy Card. Please refer to the enclosed proxy card or other information forwarded by your bank, broker or other holder of record to determine whether you may submit a proxy by telephone or online, following the instructions on the proxy card or other information provided by your bank, broker or other nominee.

•Virtually with a “Legal” Proxy from the Record Holder. A street-name stockholder who wishes to vote his or her shares electronically at the Annual Meeting will need to obtain a “legal” proxy from their bank, broker or other nominee. Please consult the voting form or other information sent to you by your bank, broker or other nominee to determine how to obtain a “legal” proxy in order to vote electronically at the Annual Meeting.

If you need assistance in voting your shares, please call 1-512-434-1100 no later than the day before the Annual Meeting.

As a matter of policy, proxy cards, ballots and voting tabulations that identify individual stockholders are kept confidential by the Company. Such documents are made available only to the inspector of elections and personnel associated with processing proxies and tabulating votes at the Annual Meeting. The votes of individual stockholders will not be disclosed except as may be required by applicable law.

Revoking Your Proxy

If you are a registered stockholder, you may revoke your proxy at any time before the shares are voted at the Annual Meeting by:

•timely delivery of a valid, later-dated executed proxy card;

•timely submitting a proxy with new voting instructions using the telephone or online voting system;

•virtually attending the webcast of the Annual Meeting and completing an electronic ballot; however, virtually attending the Annual Meeting without completing an electronic ballot will not revoke any previously submitted proxy; or

•filing an instrument of revocation received by the General Counsel of Harte Hanks, Inc. at the Company’s office at 1 Executive Drive, Suite 303, Chelmsford, MA 01824, by 2:00 p.m., Eastern Daylight Time, on Thursday, May 21, 2026.

Your latest dated proxy card or telephone or internet proxy will be the one that is counted.

If you are a street-name stockholder and you vote by proxy, you may change your vote by submitting new voting instructions to your bank, broker or nominee in accordance with that entity’s procedures.

Dissenters’ Rights of Appraisal

None of Delaware law (the state of incorporation of Harte Hanks, Inc.), our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), or our Bylaws, provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their share.

Attending the Annual Meeting Virtually

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast. Only record or beneficial owners of Harte Hanks common stock as of the Record Date may attend the virtual Annual Meeting, vote their shares and submit online questions.

Stockholders may access the meeting by visiting http://www.virtualshareholdermeeting.com/HHS2026 and using the 16-digit control number included on the proxy card or on the instructions accompanying the proxy materials. The Annual Meeting will begin promptly at 2:00 p.m., Eastern Daylight Time, and you should allow ample time for check-in procedures.

If you wish to submit a question at the Annual Meeting, you may do so in advance at http://www.virtualshareholdermeeting.com/HHS2026, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions). We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business or to defer to responding to questions until after the meeting. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.