Star Equity (NASDAQ: HSON) closes $1.7M Wyoming sale-leaseback deal

Rhea-AI Filing Summary

Star Equity Holdings, Inc. completed a real estate sale and leaseback involving its Alliance Drilling Tools subsidiary’s Wyoming facility. The property at 101-107 Pasture Drive, Evanston, Wyoming was sold for a total purchase price of $1.7 million, subject to customary adjustments.

Simultaneously, the subsidiary entered into a 20-year, commercial single-tenant triple net lease, guaranteed by the company, with initial monthly base rent of $12,390. Star Equity will also pay property-related costs such as insurance, taxes, utilities, and other expenses. The company also agreed to two additional sale and leaseback transactions in Texas and Utah, which it anticipates will close under existing agreements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2026

Star Equity Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-38704

59-3547281

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

53 Forest Avenue, Suite 101

Old Greenwich, CT 06870

(Address of Principal Executive Offices)

Registrant's telephone number, including area code (203) 489-9500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			STRR			The NASDAQ Stock Market LLC
Series A Preferred Stock, $0.001 par value			STRRP			The NASDAQ Stock Market LLC
Preferred Share Purchase Rights

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 16, 2025, Alliance Drilling Tools, LLC (“ADT”), a wholly owned subsidiary of Star Equity Holdings, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “ADT Wyoming PSA”) with Custom Capital Strategies, Inc. (“Custom Capital”), pursuant to which the parties agreed to consummate a sale and leaseback of the property located at 101-107 Pasture Drive, Evanston, Wyoming (the “ADT Wyoming Property”), for a total purchase price of $1.7 million, subject to adjustment for taxes and other charges and assessments (the “ADT Wyoming Sale and Leaseback Transaction”). Thereafter, Custom Capital assigned their rights to buy the property to their affiliate, Pasture Drive Holdings, LLC (the “ADT Wyoming Buyer”). The ADT Wyoming Sale and Leaseback Transaction closed on February 27, 2026.

ADT also agreed to consummate two additional real estate sale and leaseback transactions in Texas and Utah, which the Company anticipates will close in accordance with the applicable purchase and sale agreements filed as exhibits on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025.

Simultaneous with the consummation of the ADT Wyoming Sale and Leaseback Transaction, the Company entered into a commercial single-tenant triple net lease, guaranteed by the Company (the “ADT Wyoming Lease Agreement”) with ADT Wyoming Buyer, pursuant to which ADT, a wholly-owned subsidiary of the Company, leased back from ADT Wyoming Buyer the ADT Wyoming Property for a term commencing upon the execution of the ADT Wyoming Lease Agreement and ending on the 20th anniversary thereof, unless earlier terminated or extended for four additional five year periods in accordance with the terms of the ADT Wyoming Lease Agreement. Pursuant to the terms of the ADT Wyoming Lease Agreement, the Company will be responsible for an initial monthly base rent of $12,390, and all monthly expenses related to the ADT Wyoming Property, including insurance premiums, taxes, utilities, and other expenses.

The foregoing summaries of the ADT Wyoming PSA and ADT Wyoming Lease Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements. A copy of the original ADT Wyoming PSA was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025. A copy of the ADT Wyoming Lease Agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

10.3*			Purchase and Sale Agreement of ADT Wyoming, dated as of December 16, 2025 (incorporated by reference to Exhibit 10.3 to Star Equity Holdings, Inc.’s Current Report on Form 8-K dated December 17, 2025 (File No. 001-38704). *
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

STAR EQUITY HOLDINGS, INC.  (Registrant)
By:			/s/ MATTHEW K. DIAMOND
			Matthew K. Diamond
			Chief Accounting Officer
			Dated:			March 3, 2026

2

FAQ

What real estate transaction did HSON’s Star Equity complete in Wyoming?

Star Equity completed a sale and leaseback of its Alliance Drilling Tools Wyoming facility for a total purchase price of $1.7 million. The property at 101-107 Pasture Drive, Evanston, Wyoming was sold to an affiliate of Custom Capital Strategies, Inc.

What are the key lease terms for HSON’s Wyoming sale-leaseback?

The Alliance Drilling Tools subsidiary entered a commercial single-tenant triple net lease with an initial monthly base rent of $12,390. The lease runs for 20 years, with options for four additional five-year extensions under the stated agreement terms.

Who is the buyer in Star Equity’s Wyoming property sale?

The buyer of the Wyoming property is Pasture Drive Holdings, LLC, an affiliate of Custom Capital Strategies, Inc. Custom Capital initially entered the purchase and sale agreement and later assigned its rights to this affiliated entity before the transaction closed.

What ongoing costs will HSON bear under the Wyoming lease?

Under the triple net lease, Star Equity’s subsidiary is responsible for the monthly base rent of $12,390 plus all property-related expenses. These include insurance premiums, real estate taxes, utilities, and other operating and maintenance costs for the Wyoming facility.

Are there additional sale-leaseback deals planned by Star Equity (HSON)?

Yes. The company agreed to two additional real estate sale and leaseback transactions in Texas and Utah. It anticipates these will close according to existing purchase and sale agreements previously filed as exhibits with the Securities and Exchange Commission.

Is Star Equity’s Wyoming lease guaranteed by the parent company HSON?

Yes. The Wyoming commercial single-tenant triple net lease is guaranteed by Star Equity Holdings, Inc. This means the parent company backs the lease obligations of its Alliance Drilling Tools subsidiary for the term of the agreement.

Filing Exhibits & Attachments

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