Star Equity Holdings (NASDAQ: STRR) launches $8.7M at-the-market preferred share program
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Star Equity Holdings, Inc. entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. that allows it to sell up to $8,700,000 of its 10% Series A Cumulative Perpetual Preferred Stock from time to time through the sales agent. Sales will be made as “at the market” offerings under an effective Form S-3 shelf registration, with the company paying a commission of up to 3.0% of the gross sales price per share and reimbursing certain expenses. The company is not obligated to sell any shares and can suspend offers under the program at any time.
Positive
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM program size: $8,700,000
Sales agent commission: up to 3.0% of gross sales price
Shelf registration file number: Form S-3 File No. 333-294548
+2 more
5 metrics
ATM program size
$8,700,000
Aggregate offering price for 10% Series A Preferred
Sales agent commission
up to 3.0% of gross sales price
Commission per share sold through Ladenburg Thalmann
Shelf registration file number
Form S-3 File No. 333-294548
Covers issuance and sale of preferred shares
Form S-3 effectiveness date
April 1, 2026
Date registration statement was declared effective
Preferred stock dividend rate
10%
Series A Cumulative Perpetual Preferred Stock
Key Terms
At Market Issuance Sales Agreement, at the market offerings, Form S-3, prospectus supplement, +1 more
5 terms
At Market Issuance Sales Agreement financial
"entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc."
An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.
at the market offerings financial
"may sell Shares in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4)"
At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.
Form S-3 regulatory
"pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-294548)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplement regulatory
"The Company filed a prospectus supplement with the SEC on May 18, 2026 in connection with the offer and sale of the Shares"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Cumulative Perpetual Preferred Stock financial
"Company’s 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share"
A cumulative perpetual preferred stock is a share that acts like a long-lasting hybrid between a bond and a dividend-paying stock: it promises regular fixed payments that, if missed, accumulate and must be paid later before common shareholders get dividends, and it has no set maturity date. Investors care because it can provide steady, higher-priority income similar to interest, but with limited capital upside, sensitivity to interest rates, and the risk that payments can be delayed even though they continue to accrue.
FAQ
What capital raise did Star Equity Holdings, Inc. authorize in this 8-K?
Star Equity authorized an at-the-market program to sell up to $8,700,000 of its 10% Series A Cumulative Perpetual Preferred Stock. Sales may occur over time through Ladenburg Thalmann & Co. Inc. as sales agent under an existing Form S-3 shelf registration.
Which securities can Star Equity Holdings, Inc. sell under the new sales agreement?
The company may sell shares of its 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share. These shares trade under the symbol STRRP on The Nasdaq Stock Market LLC, according to the company’s securities listing information in the filing.
How will Ladenburg Thalmann be compensated in Star Equity’s at-the-market program?
Ladenburg Thalmann & Co. Inc. will earn a commission of up to 3.0% of the gross sales price per preferred share sold through it. Star Equity will also reimburse certain specified expenses related to entering into the At Market Issuance Sales Agreement with the sales agent.
Is Star Equity Holdings, Inc. required to sell the full $8.7 million of preferred stock?
No, Star Equity is not obligated to sell any shares under the At Market Issuance Sales Agreement. The company may choose when and whether to sell, and it can suspend solicitations and offers under the agreement at any time, providing flexibility in using the program.
What registration statement covers Star Equity’s at-the-market preferred stock sales?
The issuance and sale of the preferred shares will be made under Star Equity’s effective registration statement on Form S-3, File No. 333-294548. That shelf registration was filed on March 24, 2026 and declared effective as of April 1, 2026, enabling the at-the-market offering.