8-KFiled Aug 18, 8:00 PM ET

Harte Hanks Inc. Announces Proposed Merger with Star Holdings Equity

$HHS · HARTE HANKS INC

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Harte Hanks Inc. Announces Proposed Merger with Star Holdings Equity

What Happened
Harte Hanks, Inc. (HHS) filed a Form 8‑K on August 19, 2026, reporting a proposed merger transaction with Star (Star Holdings Equity) under an agreement dated August 14, 2026. Under the planned deal, Star will issue shares of 10% Series A Cumulative Perpetual Preferred Stock to Harte Hanks stockholders. Star intends to file a registration statement on Form S‑4 (which will include a proxy statement/prospectus) to register those preferred shares; a definitive proxy statement/prospectus will be mailed to Harte Hanks shareholders after the registration statement is declared effective. The filing also furnished a press release dated August 14, 2026.

Key Details

  • Merger agreement date: August 14, 2026 (referenced from the company’s Aug 14, 2026 10‑Q).
  • Consideration: issuance of 10% Series A Cumulative Perpetual Preferred Stock of Star to Harte Hanks stockholders (to be registered on Form S‑4).
  • Proxy/Prospectus: Star will file a Form S‑4; investors will receive a definitive proxy statement/prospectus when effective and should review it before voting.
  • Filing and signature: Current Report on Form 8‑K filed August 19, 2026, signed by CFO David Garrison; press release furnished as Exhibit 99.1.

Why It Matters
This 8‑K signals a material corporate transaction that will change Harte Hanks’ ownership structure by converting common‑share consideration into preferred stock of the combined company. The Form S‑4 and proxy/prospectus (once filed and declared effective) will contain important details on the transaction terms, voting procedures, potential effects on shareholders, and associated risks. Retail investors should carefully read those forthcoming documents and other SEC filings (available at sec.gov and Harte Hanks’ Investor Relations page) before making voting or investment decisions. The filing also notes forward‑looking statements and associated risks; it is not an offer or solicitation of securities.