08/20/2026

Citizens Serves as Lead Financial Advisor to Harte Hanks on Sale to Star Equity Holdings

PROVIDENCE, R.I. — Citizens Capital Markets & Advisory served as lead financial advisor and fairness opinion provider to the Board of Directors of Harte Hanks, Inc. (Nasdaq: HHS) in connection with the company's definitive agreement to be acquired by Star Equity Holdings, Inc. (Nasdaq: STRR). The transaction was announced on Aug. 14, 2026. Under the terms of the agreement, Star Equity will acquire 100% of the outstanding common stock of Harte Hanks for $5.00 per share through a combination of cash consideration and Star Equity Series A Cumulative Perpetual Preferred Stock, representing an approximately 100% premium to Harte Hanks' share price.

Founded in 1923 and headquartered in Chelmsford, Mass., Harte Hanks is a global customer experience company that helps brands acquire and retain customers, operate customer care functions, and manage fulfillment, logistics, print and mail operations supporting marketing and e-commerce programs. The company operates through three segments: Revenue Solutions, Customer Care, and Fulfillment & Logistics.

The transaction highlights Citizens' experience advising public company boards through complex strategic transactions involving multiple forms of consideration, financing considerations and fairness opinion requirements. The merger agreement includes a 30-day go-shop period. Subject to customary conditions, including regulatory and shareholder approvals, the transaction is expected to close in the fourth quarter of 2026.

Deal at a glance

  • Citizens Capital Markets & Advisory served as lead financial advisor and fairness opinion provider to the Harte Hanks Board of Directors.
  • Star Equity has agreed to acquire Harte Hanks for $5.00 per share through a combination of cash and preferred stock consideration.
  • The transaction represents an approximately 100% premium to Harte Hanks' unaffected share price.
  • Following completion of the transaction, Harte Hanks is expected to continue operating under the Harte Hanks brand within Star Equity's Business Services division.

"Harte Hanks has built a differentiated platform that has evolved alongside its customers and the broader market over many decades, making this an important transaction for the company and its shareholders," said Elgin Thompson, managing director and head of Internet, Media & Entertainment at Citizens. "The Board approached its decision with rigor and independence, and ultimately reached an agreement it could recommend to shareholders with conviction."

David Fisher, president of Harte Hanks, said the transaction provides shareholders with compelling value and addresses challenges associated with operating as a smaller standalone public company. "It provides shareholders with immediate liquidity and continued economic participation through a publicly traded, income-generating security," Fisher said. “Citizens provided invaluable counsel as our lead financial advisor during this process.”

The transaction further demonstrates Citizens' sell-side advisory expertise at the intersection of data-driven analytics, marketing software and fulfillment, building directly on the July 2025 sale of PFL Tech (portfolio company of Goldman Sachs Alternatives) to The Vomela Companies (portfolio company of The Riverside Companies) and November 2021 sale of SharpSpring (Nasdaq: SHSP) to Constant Contact (portfolio company of Clearlake Capital).

Star Equity Holdings is a diversified acquisition-oriented holding company that operates businesses across Building Solutions, Business Services, Energy Services and Investments. Under the merger agreement, Harte Hanks shareholders will receive consideration consisting of cash and Star Equity preferred stock, subject to the terms of the agreement. The Harte Hanks Board of Directors unanimously approved the transaction and recommends that shareholders vote in favor of the transaction.

Citizens Capital Markets & Advisory offers investment banking, research, sales and trading activities as part of our institutional broker-dealer, Citizens JMP Securities, LLC, a subsidiary of Citizens Financial Group (NYSE: CFG).

About Citizens Financial Group, Inc.
Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $233.8 billion in assets as of June 30, 2026. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail, private banking, wealth management and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,100 ATMs and approximately 1,000 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. Consumer Banking includes Citizens Private Bank and Private Wealth, which integrate banking services and wealth management solutions to serve high- and ultra-high-net-worth individuals and families, as well as investors, entrepreneurs and businesses. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at Citizens Bank or visit us on X, LinkedIn or Facebook.