Hudson Global, Inc. 8-K Filings

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.

Star Equity Holdings, Inc. reported that its Board of Directors declared a cash dividend of $0.25 per share on its 10% Series A Cumulative Perpetual Preferred Stock. The dividend will be paid on June 10, 2026 to holders of record on June 1, 2026.

The company describes itself as a diversified holding company with four divisions: Building Solutions, Business Services, Energy Services, and Investments, each focused on different industrial, services, and investment activities.

Star Equity Holdings, Inc. reported a much larger loss despite strong growth for the quarter ended March 31, 2026. Revenue rose to $50.1 million, up 57.1% from the first quarter of 2025, while gross profit increased to $20.6 million, up 25.4%.

Net loss attributable to common shareholders widened to $4.4 million, or $1.17 per diluted share, compared with a loss of $1.8 million, or $0.59 per share, a year earlier. Adjusted net loss per diluted share was $0.99 versus $0.38, and adjusted EBITDA loss increased to $1.6 million from $0.7 million.

Building Solutions generated $11.6 million of revenue with an adjusted EBITDA loss of $0.9 million and quarter-end backlog of $8.0 million. Business Services delivered $35.0 million of revenue and an adjusted EBITDA loss of $0.3 million, while Energy Services produced $3.5 million of revenue and $1.0 million of adjusted EBITDA.

The company ended the quarter with $10.3 million in total cash, including restricted cash, and used $1.4 million in operating cash flow. It repurchased 70,424 shares for about $0.7 million and highlighted approximately $215 million of U.S. net operating loss carryforwards as of December 31, 2025.

Star Equity Holdings, Inc. furnished an investor presentation outlining its diversified holding company strategy, financial profile, and long-term targets. The company highlights four divisions—Building Solutions, Business Services, Energy Services, and Investments—and emphasizes organic growth, acquisitions, and share repurchases.

For 2025 pro forma, Star Equity presents revenue of $224.7 million, gross profit of $95.0 million, and total adjusted EBITDA of $12.6 million, with a Vision 2030 goal of roughly $40 million in adjusted EBITDA. Management notes approximately $215 million of U.S. net operating loss carryforwards, which it estimates could translate into about $45 million of cash tax savings, or roughly $12.18 per share.

The presentation describes a three-pronged strategy to grow existing operating companies, pursue targeted investments, and acquire both public and private businesses, particularly microcaps. It also details portfolio optimization efforts, including prior divestitures, real estate sale‑leasebacks, and private and public investments managed through Star Equity Fund.

Star Equity Holdings, Inc., through its subsidiary Alliance Drilling Tools, completed sale and leaseback transactions for two properties in Texas and Utah on March 27, 2026. The Midland, Texas property was sold for $1.14 million and the Vernal, Utah property for $0.55 million, with prices subject to tax and other adjustments.

Alliance Drilling Tools simultaneously entered into 20-year, single-tenant triple net leases for both properties, guaranteed by Star Equity, with four optional five-year extensions. Under these leases, the subsidiary is responsible for rent plus insurance, taxes, utilities, and other property-related expenses.

Star Equity Holdings, Inc. updated its executive incentive compensation for 2025 and set new targets for 2026. For 2025, the Compensation Committee awarded CEO Jeffrey E. Eberwein an RSU bonus of $268,380, COO Richard K. Coleman, Jr. a $90,000 cash bonus and $45,000 RSU bonus, CAO Matthew K. Diamond a $45,743 cash bonus and $53,021 RSU bonus, and HTS Global CEO Jacob Zabkowicz a $150,000 cash bonus.

For 2026, the Committee adopted a new Executive Incentive Compensation Plan with target RSU opportunity of $650,000 for Eberwein, and combined cash and RSU targets of $337,500 for Coleman and $165,000 for Diamond. It also confirmed a 2026 target cash opportunity of $500,000 and 30,000 preferred shares for Zabkowicz. Payouts depend on adjusted EBITDA, corporate cost and qualitative objectives, and a separate 2026 long-term incentive program will reward growth in adjusted common shareholders’ equity book value over 2026–2028.

Star Equity Holdings reported strong 2025 growth driven by its Q3 merger, but remained unprofitable on a GAAP basis. Fourth-quarter revenue rose to $56.8 million, up 69% from a year earlier, with gross profit of $24.2 million and adjusted EBITDA increasing to $2.2 million from $0.9 million.

For full-year 2025, revenue grew 23% to $172.2 million, while adjusted EBITDA improved to $4.2 million from $0.9 million and pro forma adjusted EBITDA reached $12.6 million. Net loss attributable to common shareholders widened to $6.7 million, or $2.08 per diluted share, but adjusted net loss narrowed to $0.6 million, or $0.20 per share. The company ended 2025 with $13.4 million in cash including restricted cash, used $7.3 million in operating cash flow, and repurchased about 280,886 shares for $2.6 million. Star highlighted a $215 million U.S. net operating loss carryforward and set its 2026 annual meeting for May 27, 2026, with stockholder proposal and nomination notices due by March 27, 2026.

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.

Star Equity Holdings, Inc. announced that its Board of Directors declared a cash dividend of $0.25 per share on its 10% Series A Cumulative Perpetual Preferred Stock. Shareholders of this preferred stock on record as of March 1, 2026 will receive the dividend on March 10, 2026.

The company also notes its recent corporate evolution, including the August 22, 2025 merger through which Star Operating Companies, Inc. became a wholly owned subsidiary, and its September 5, 2025 name and Nasdaq ticker changes to Star Equity Holdings, Inc., trading under STRR and STRRP.

Star Equity Holdings, Inc. submitted a current report to furnish an updated investor presentation about its business and operations as of September 30, 2025. The company made this presentation available on February 3, 2026, through the Investor Relations section of its website.

The presentation is provided under Regulation FD as summary information and is attached as Exhibit 99.1. It is furnished, not filed, so it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities law filings.

Star Equity Holdings, Inc. furnished an updated investor presentation under Regulation FD. The presentation covers the company’s business and operations as of September 30, 2025 and was made available on January 21, 2026 in the Investor Relations section of its website.

The presentation is provided as summary information and is meant to be read together with the company’s other SEC filings and public announcements. It is attached as Exhibit 99.1 to this report and, along with Item 7.01, is furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities or automatically incorporated into other SEC filings.

Star Equity Holdings, Inc., through its wholly owned subsidiary Alliance Drilling Tools LLC (ADT), has signed three sale and leaseback agreements with Custom Capital Strategies for its operating properties in Midland, Texas, Vernal, Utah, and Evanston, Wyoming. The Texas property is being sold for $1.1 million, the Utah property for $0.6 million, and the Wyoming property for $1.7 million, with net proceeds reduced by transaction commissions and expenses.

ADT will lease back each site under separate triple net leases guaranteed by Star Equity. Each lease runs for 20 years from execution and can be extended for up to an additional 20 years in five-year increments. ADT will cover insurance, taxes, utilities, and other facility expenses. The company expects all three transactions and related leases to close in the first calendar quarter of 2026, subject to customary conditions such as title, survey, environmental review, financing, and other due diligence, and does not expect any disruption to its operations at these locations.

Star Equity Holdings, Inc. filed a current report to announce that it has furnished an investor presentation and an investor fact sheet under Regulation FD. These materials relate to the company’s business and operations as of September 30, 2025 and were made available on November 25, 2025 in the Investor Relations section of its website.

The company notes that these documents are summary in nature and should be reviewed together with its other SEC filings and public announcements. The investor materials are furnished as Exhibits 99.1 and 99.2 and are not deemed "filed" for liability purposes or automatically incorporated into other securities law filings.

Star Equity Holdings, Inc. furnished a press release and an earnings presentation announcing financial results for the three months ended September 30, 2025. The materials were provided as Exhibits 99.1 and 99.2 under Item 2.02.

The furnished information is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically referenced.

Star Equity Holdings, Inc. furnished investor materials under Regulation FD. The company made available an Investor Presentation and an Investor Fact Sheet on October 17, 2025, covering its business and operations as of June 30, 2025.

The materials are furnished, not filed, and are not incorporated by reference. They are included as Exhibit 99.1 (Investor Presentation) and Exhibit 99.2 (Fact Sheet) and are accessible via the company’s website. Star Equity’s listed securities include Common Stock (STRR) and Series A Preferred Stock (STRRP) on NASDAQ.

Star Equity Holdings, Inc. furnished an updated investor presentation, investor fact sheet, and an acquisition criteria sheet that describe its business, operations, and approach to evaluating potential acquisition targets as of June 30, 2025. These materials were made available on September 16, 2025 through the company’s website and are attached as exhibits to this report.

The company emphasizes that these materials provide summary information and should be reviewed together with its other Securities and Exchange Commission filings and public announcements. The materials are furnished, not filed, meaning they are not subject to certain Exchange Act liabilities and are not automatically incorporated by reference into other securities law filings.

Hudson Global, Inc. reported leadership changes and a corporate rebranding linked to its acquisition of Star Equity Holdings, Inc. Effective September 2, 2025, the board appointed Hannah Bible as Chief Compliance Officer and Corporate Secretary in addition to her current role as Chief Legal Officer, Matthew K. Diamond as Chief Accounting Officer while he continues as Principal Financial Officer, and Shawn Miles as Executive Vice President – Finance.

On September 4, 2025, the company filed an amendment to its charter to change its name to Star Equity Holdings, Inc., with the amendment effective at 12:01 a.m. Eastern Time on September 5, 2025. Beginning at the start of trading on September 5, 2025, the common stock is expected to trade on the NASDAQ Global Select Market under ticker “STRR” and the 10% Series A Cumulative Perpetual Preferred Stock under ticker “STRRP”.

Hudson Global, Inc. reported that its Board of Directors declared a partial cash dividend on the company’s 10% Series A Cumulative Perpetual Preferred Stock. The dividend is $0.025 per preferred share and covers the period starting from the preferred stock’s issuance on August 22, 2025.

The company set a record date of September 1, 2025, meaning investors who are holders of the preferred shares on that date will be entitled to receive the payment. The payment date is September 10, 2025. Hudson also issued a press release with these details, which is referenced as an exhibit to this report.

Hudson Global filed an 8-K reporting several material disclosures. The filing notes board appointments whose annual retainer for 2025 will be prorated and paid as restricted stock units under the company plan. Biographical details for newly mentioned executives include Mr. Fruhbeis (finance and capital markets background, B.B.A and M.B.A.), Ms. Palmer (founder/CEO of JPalmer Collective, prior CEO of Gerber Finance) and Ms. Bible (legal and finance roles, multiple board positions, law and tax degrees). The filing incorporates by reference an Agreement and Plan of Merger dated May 21, 2025, consents from Wolf & Company, P.C. as independent auditors, and a Joint Press Release issued August 22, 2025. The document is signed by Matthew K. Diamond, Chief Financial Officer, dated August 22, 2025.

Hudson Global, Inc. reported results from its Annual Meeting of Stockholders and the next steps in its acquisition of Star Equity Holdings, Inc. Common stockholders approved issuing Hudson common shares representing more than 5% of the pre-merger shares to Star stockholders under the Merger Agreement. Hudson plans to close the merger at 12:01 a.m. on August 22, 2025, with Star merging into a Hudson subsidiary and continuing as “Star Operating Companies, Inc.”

On the governance side, stockholders elected four directors, approved on an advisory basis executive compensation, and ratified Wolf & Company, P.C. as auditor for the 2025 fiscal year. They also approved an amendment to the equity plan to add 400,000 Hudson common shares and allow issuance of up to 175,000 preferred shares under the plan. At the record date, 2,755,335 Hudson common shares were outstanding, with 2,635,333 represented at the meeting, providing a quorum.

Hudson Global, Inc. reported a change to Chief Executive Officer Jeffrey Eberwein’s compensation structure. Going forward, his base salary will be split so that half is paid in cash and half is paid in equity grants of Hudson common stock, which may take the form of restricted stock units or restricted shares. The value of the equity component will match the portion of cash salary forgone at the time of grant, so his total annual base pay remains unchanged.

The company also disclosed that Mr. Eberwein has advised Hudson he anticipates purchasing additional shares of Hudson common stock in the open market or under a Rule 10b5-1 trading plan, subject to company policies and securities regulations. The report further reminds investors that Hudson and Star Equity Holdings, Inc. are involved in a proposed merger and refers stockholders to the already effective Form S-4 registration statement and joint proxy statement/prospectus for detailed information and voting materials.

Hudson Global, Inc. describes a step toward completing its planned merger with Star Equity Holdings, Inc. Hudson has engaged Computershare Trust Company, N.A. as Exchange Agent under the existing Merger Agreement, under which a Hudson subsidiary will merge into Star and Star will become a wholly owned subsidiary of Hudson if stockholders of both companies approve the deal.

After the merger closes, Computershare will distribute shares of Hudson common stock and Hudson Series A Preferred stock to holders of Star common and Series A Preferred stock, according to the agreed exchange terms. The filing explains that no fractional Hudson shares will be issued; instead, Computershare will sell the aggregate fractional share interests and pay Star stockholders cash for their fractional entitlements, with payments expected to be made by check after receipt of a proper letter of transmittal. The document also includes extensive forward-looking statement cautions and directs investors to the effective Form S-4 registration statement and joint proxy statement/prospectus for full details on the merger and related risks.

Hudson Global (HSON) furnished its latest quarterly update. On August 8, 2025, the company provided a press release and an earnings presentation covering results for the three months ended June 30, 2025.

The materials were furnished under Item 2.02 and are not deemed “filed” under Section 18. They appear as Exhibit 99.1 (press release) and Exhibit 99.2 (presentation) to the report.