Fisher David Scott 4

4 · HARTE HANKS INC · Filed Jun 5, 2026

AI-generated summary of this filing

Updated Jun 5, 2026

Harte Hanks (HHS) President David Fisher Receives RSUs; Shares Withheld

What Happened

David Scott Fisher, President of Harte Hanks, reported RSU vesting on June 2, 2026. Per the Form 4, 18,790 shares were converted from indirect to direct ownership (reported as an acquisition) and 7,876 shares were withheld to satisfy tax obligations (reported as a disposition for tax withholding). Values reported: conversion at $2.62/share ($49,230) and tax withholding at $2.62/share ($20,635). Net to Fisher after withholding: 10,914 shares retained.

Key Details

Transaction date: 2026-06-02; Price per share: $2.62.
Reported entries: two "Other acquisition/disposition (J)" entries reflecting conversion between indirect and direct ownership, and one "F" entry for tax withholding on RSU vesting.
Shares retained net of withholding: 18,790 vested − 7,876 withheld = 10,914 shares.
Notable footnotes: F1 (RSUs converted from indirect to direct), F2 (shares withheld for taxes), F5 (this tranche vested on June 2, 2026). Additional footnotes describe prior option/award grants and vest schedules (Awards Nos. 50102, 50105, 50106).
Filing timeliness: Form filed 2026-06-05 for a 2026-06-02 transaction; filing is marked late (L) in the report.

Context

This was an RSU vesting event with shares withheld to cover taxes (a common administrative result), not an open-market sale or purchase. The dual J entries reflect a reclassification from indirect to direct ownership rather than a market disposition.
The filing also references existing option awards and their vest schedules; those are grant/vesting details, not new open-market option exercises or purchases.

Form 4

Period: 2026-06-02

President

Transactions

Other
Common Stock - Restricted Stock Units
[F1]
2026-06-02$2.62/sh−18,790$49,230→ 61,210 total(indirect: Shares held by Harte Hanks until vested)
Tax Payment
Common Stock - Restricted Stock Units
[F2]
2026-06-02$2.62/sh−7,876$20,635→ 53,334 total(indirect: Shares held by Harte Hanks until vested)
Other
Common Stock
[F1]
2026-06-02$2.62/sh+18,790$49,230→ 18,790 total

Holdings

Option to buy Common Shares
[F3][F4]
(indirect: Shares held by Harte Hanks)
Exercise: $5.34From: 2026-01-27Exp: 2035-01-27→ Common Stock (32,400 underlying)
32,400
Option to buy Common Shares
[F5][F6]
(indirect: Shares held by Harte Hanks)
Exercise: $4.55From: 2026-06-02Exp: 2035-06-02→ Common Stock (32,400 underlying)
32,400
Option to buy Common Shares
[F7][F8]
(indirect: Shares held by Harte Hanks)
Exercise: $7.74From: 2025-01-29Exp: 2034-01-29→ Common Stock (32,300 underlying)
32,300

Footnotes (8)

[F1]RSU shares vested and converted from indirect owned non-derivatives to direct owned non-derivative shares.
[F2]Represents shares withheld to offset the reporting person's tax obligations upon vesting of RSU's.
[F3]The first of three tranches, 10,800 shares, vested on January 27, 2026.
[F4]Award No 50105. The participant was granted 32,400 NQ stock options on January 27, 2025 under the Harte Hanks, Inc. 2023 Inducement Equity Incentive Plan. The options vest and become exercisable as to 1/3rd of the underlying shares on each of the first three anniversaries of January 27, 2025.
[F5]The first of three tranches, 10,800 shares, vested on June 2, 2026.
[F6]Award No 50106. The participant was granted 32,400 NQ stock options on June 2, 2025 under the Harte Hanks, Inc. 2023 Inducement Equity Incentive Plan. The options vest and become exercisable as to 1/3rd of the underlying shares on each of the first three anniversaries of June 2, 2025.
[F7]The first two of three tranches, totaling 21,533 shares, vested on January 29, 2025 and 2026.
[F8]Award No 50102. The participant was granted 32,300 NQ stock options on January 29, 2024 under the Harte Hanks, Inc. 2023 Inducement Equity Incentive Plan. The options vest and become exercisable as to 1/3rd of the underlying shares on each of the first three anniversaries of January 29, 2024.

Signature

David A Garrison for David Scott Fisher|2026-06-04

1 file