NOTE 21 - SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring after June 30, 2026 through August 14, 2026, the date these condensed consolidated financial statements were issued, for potential recognition or disclosure in the accompanying condensed consolidated financial statements. Except as described below, the Company has determined that no other material subsequent events require recognition or disclosure.

Merger Agreement with Harte Hanks, Inc.

On August 14, 2026, the Company, Merger Sub - R, Inc., a wholly owned subsidiary of the Company (“HH Merger Sub”), and Harte Hanks, Inc. (“Harte Hanks”) entered into an Agreement and Plan of Merger (the “HH Merger Agreement”) providing for the merger of HH Merger Sub with and into Harte Hanks, with Harte Hanks surviving as a wholly owned subsidiary of the Company (the “HH Merger”).

Under the HH Merger Agreement, each share of Harte Hanks common stock (outstanding immediately prior to the effective time, other than shares held in treasury or owned by the Company or its HH Merger Sub, which will be cancelled without consideration), and each share underlying a Harte Hanks equity award entitled to consideration under the HH Merger Agreement, will be converted into the right to receive, at the holder’s election and subject to proration, either (i) $5.00 per share in cash, (ii) 0.5 shares of the Company’s Series A Preferred Stock, or (iii) a combination of the two. Aggregate cash consideration, including cash payable in lieu of fractional preferred shares, may not exceed $19.2 million. If cash elections exceed that amount, cash is allocated pro rata among cash-electing shares and the balance is paid in Series A Preferred Stock. All outstanding Harte Hanks restricted stock units that vest in connection with the Closing will be cancelled in exchange for the same merger consideration, and vested Harte Hanks stock options having a per share exercise price below the per share merger consideration will be cancelled in exchange for the excess of that consideration over the exercise price. Options with a per share exercise price at or above the per share merger consideration will be cancelled without payment.

Assuming the maximum cash consideration is elected and paid, aggregate consideration would consist of $19.2 million in cash and 1.92 million shares of Series A Preferred Stock. Consistent with the Company’s accounting for its acquisition of Star Operating Companies described in Note 5, consideration transferred will be measured at the acquisition-date fair value of the Series A Preferred Stock issued.

Completion of the HH Merger is subject to customary closing conditions, including approval of the HH Merger Agreement by Harte Hanks stockholders, effectiveness of a Registration Statement on Form S-4 to be filed by the Company with respect to the Series A Preferred Stock issuable in the HH Merger, receipt of specified third-party consents, and completion of debt financing sufficient to enable the Company to fund the cash portion of the merger consideration. The financing is expected to be provided by a drawdown on Harte Hanks’ existing $25 million asset-based revolving credit facility with Texas Capital Bank (with the drawdown not to exceed $15 million), under which $21.3 million was available as of June 30, 2026 after giving effect to outstanding letters of credit. Availability under that facility is limited by a borrowing base determined primarily by reference to cash and accounts receivable, and the facility contains covenants restricting mergers and acquisitions and the incurrence of indebtedness; accordingly, consummation of the financing will require the consent of, or an amendment from, the lender. In the event the lender fails to consent to provide all or a portion of the financing, the Company intends to seek alternative debt financing. Directors and executive officers of Harte Hanks have entered into voting and support agreements in favor of the HH Merger. There can be no assurance that the HH Merger will be completed on the terms described or at all.

The Company expects to account for the HH Merger as a business combination, with the Company as the accounting acquirer. Because the HH Merger had not been completed as of the date these condensed consolidated financial statements were issued, the Company has not completed its determination of the fair values of the assets to be acquired and liabilities to be assumed, and no purchase price allocation or pro forma financial information is presented. Entry into the HH Merger Agreement is a non-recognized subsequent event, and accordingly no amounts related to the HH Merger have been recorded in the condensed consolidated balance sheet as of June 30, 2026 or in the condensed consolidated statements of operations for the periods presented, other than transaction costs incurred through that date.

NOTE 23 - SUBSEQUENT EVENTS

On February 27, 2026, the Company completed a sale-leaseback transaction for its facility located at 101-107 Pasture Drive, Evanston, Wyoming (the “ADT Wyoming Property”). The property was sold to Custom Capital Strategies, Inc. (“Custom Capital”) for net cash proceeds of approximately $1.6 million after closing costs, withholding taxes, and security deposits. Following the closing, Custom Capital assigned its rights to acquire the property to its affiliate, Pasture Drive Holdings, LLC (the “ADT Wyoming Buyer”).

In connection with the transaction, ADT, the Company’s wholly owned subsidiary, entered into a single-tenant triple-net lease with the ADT Wyoming Buyer for the ADT Wyoming Property with an initial term of 20 years, with options to extend for up to four additional 5five-year periods. The lease provides for an initial monthly base rent of $12, with ADT responsible for property taxes, insurance, utilities, and other operating costs.

As of December 31, 2025, the ADT Wyoming Property had a carrying value of approximately $1.5 million. The Company expects to recognize a gain on the sale of approximately $0.1 million during the first quarter of 2026, which will be recorded in the consolidated statement of operations in that period. Additional information regarding this transaction is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2026.