HSON Form 3 Filing: Merger-Convered RSUs and Vesting Schedules Disclosed

Rhea-AI Filing Summary

Hannah M. Bible, Chief Legal Officer of Hudson Global, Inc. (HSON), filed an Initial Statement of Beneficial Ownership reporting both direct and restricted equity received in connection with Hudson's merger with Star Equity Holdings. She directly owns 686 shares of Hudson common stock and holds restricted stock units (RSUs) totaling 2,792 RSUs that convert one-for-one into Hudson shares at settlement (376, 1,480 and 936 units in three separate grants). The RSUs were received largely in exchange for Star equity as part of the May 21, 2025 merger and have staggered vesting schedules with portions vested July 27, 2024 and July 27, 2025 and remaining tranches vesting through 2026; other grants vest over three annual anniversaries from their grant dates.

Positive

• RSUs received in merger align executive compensation with Hudson shareholders by converting Star equity into Hudson stock
• Staggered vesting schedules promote retention through July 2026 and on anniversary dates of grants

Negative

• Majority of holdings are unvested RSUs, subject to continued service and thus not immediate transferable shares
• Direct ownership is small (686 shares), indicating limited current voting power despite larger economic interest upon vesting

Insights

Corporate Governance Expert

TL;DR: Officer ownership primarily consists of converted RSUs from the Star merger with staggered vesting, aligning executive incentives with Hudson shareholders.

The filing shows the Chief Legal Officer's equity position is dominated by restricted stock units acquired via the merger, not open-market purchases. These RSUs vest over multi-year schedules, creating retention incentives and aligning long-term interests with Hudson shareholders. The direct stake of 686 shares is modest, so near-term voting influence is limited. The disclosure is routine for an initial Section 16 filing after a corporate combination and contains no indication of immediate insider selling or derivative instruments beyond RSUs.

M&A Specialist

TL;DR: The merger consideration converted Star equity into Hudson stock at the agreed exchange ratio, producing taxable-equivalent equity compensation in Hudson.

The explanation confirms the Merger Agreement exchanged Star shares for Hudson stock at 0.23 Hudson shares per Star share, and Star RSUs converted into Hudson RSUs representing one Hudson share each at settlement. The converted RSU amounts (reflecting original Star share equivalents of 1,638; 6,435; and 4,071) indicate the officer received meaningful equity as merger consideration. Vesting schedules are standard post-transaction retention provisions. There is no unusual acceleration or special carve-outs disclosed in this filing.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bible Hannah M.

(Last) (First) (Middle)

C/O HUDSON GLOBAL, INC.

53 FOREST AVENUE, SUITE 102

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2025

3. Issuer Name and Ticker or Trading Symbol
Hudson Global, Inc. [ HSON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock.(1)	686	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	(2)	Common Stock.	376	(3)	D
Restricted Stock Unit	(4)	(4)	Common Stock.	1,480	(5)	D
Restricted Stock Unit	(6)	(6)	Common Stock.	936	(7)	D

Explanation of Responses:

1. Received in exchange for 2,984 shares of Star Equity Holdings, Inc. ("Star") common stock pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the "Merger Agreement"), by and among Star, Hudson Global, Inc. ("Hudson") and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson ("Merger Sub"), providing for the exchange of 0.23 shares of Hudson common stock for each share of Star common stock on the effective date of the merger (the "Merger").

2. As to this grant, one-third of the Restricted Stock Units vested on each of July 27, 2024 and July 27,2025, and one-third of the Restricted Stock Units are scheduled to vest on July 27, 2026, subject to the Reporting Person continuing to provide service through such date.

3. These Restricted Stock Units each represent the right to receive, at settlement, one share of Hudson common stock. These Restricted Stock Units were received in exchange for Star Restricted Stock Units representing the right to receive, at settlement, 1,638 shares of Star common stock.

4. The Restricted Stock Units granted on November 8, 2024 (the "Grant Date") are scheduled to vest as follows: one-third upon the first anniversary of the Grant Date, one-third upon the second anniversary of the Grant Date, and one-third upon the third anniversary of the Grant Date.

5. These Restricted Stock Units each represent the right to receive, at settlement, one share of Hudson common stock. These Restricted Stock Units were received in exchange for Star Restricted Stock Units representing the right to receive, at settlement, 6,435 shares of Star common stock.

6. The Restricted Stock Units granted on March 25, 2025 (the "Second Grant Date") are scheduled to vest as follows: one-third upon the first anniversary of the Second Grant Date, one-third upon the second anniversary of the Second Grant Date, and one-third upon the third anniversary of the Second Grant Date.

7. These Restricted Stock Units each represent the right to receive, at settlement, one share of Hudson common stock. These Restricted Stock Units were received in exchange for Star Restricted Stock Units representing the right to receive, at settlement, 4,071 shares of Star common stock.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Hannah Bible	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

What did Hannah M. Bible report on the Form 3 for HSON?

She reported direct ownership of 686 shares and 2,792 restricted stock units across three grants that convert one-for-one into Hudson common stock.

How were the Hudson RSUs received by the reporting person?

The RSUs were received in exchange for Star Equity Holdings stock and Star RSUs under the Merger Agreement dated May 21, 2025, at the exchange ratio disclosed in the filing.

What are the vesting terms for the reported RSUs?

Vesting is staggered: one-third vested on July 27, 2024, one-third on July 27, 2025, and one-third on July 27, 2026 for one grant; other grants vest one-third on each anniversary of their respective grant dates (Nov 8, 2024 and Mar 25, 2025).

Does the filing show any stock options or other derivative securities?

No stock options were reported; the only derivative-type awards disclosed are restricted stock units that settle into common stock.

What exchange ratio converted Star shares into Hudson shares?

The Merger provided for 0.23 Hudson shares per Star share on the effective date of the merger, as stated in the filing.