Hudson Global (HSON) Form 3 Details RSU Grants for Director Post-Merger

Rhea-AI Filing Summary

Jennifer Palmer, a director of Hudson Global, Inc. (HSON), reported initial beneficial ownership via Form 3 for securities received in connection with Hudson's merger with Star Equity Holdings. The filing shows multiple Restricted Stock Units (RSUs): 361 and 396 RSUs representing Hudson common stock (received in exchange for Star common stock RSUs), and two grants of 460 RSUs each representing Hudson Series A Preferred Stock (received in exchange for Star 10% Series A Preferred RSUs). Each RSU vests on the first anniversary of its grant date, and the filing was signed by an attorney-in-fact on behalf of Ms. Palmer.

Positive

• RSUs converted from Star holdings under the Merger Agreement provide continuity of ownership following the merger
• Time-based vesting (one-year) aligns director incentives with near-term company performance and retention

Negative

• Restricted vesting means the shares are not immediately transferable, limiting liquidity for the reporting person
• Form 3 lacks detail on any voting or economic rights attached to the Series A Preferred RSUs, so governance impact is unclear

Insights

Financial Analyst

TL;DR: Director received converted RSUs from a merger, creating modest insider ownership with standard one-year vesting.

The Form 3 documents that Jennifer Palmer holds multiple classes of RSUs converted from Star Equity Holdings following the merger exchange ratio. The holdings include RSUs for Hudson common stock and for Hudson Series A Preferred Stock, each converting from specified Star securities. Vesting schedules are standard time-based (one year after grant), which limits immediate transferability and near-term dilution. This is a routine insider reporting of equity awards following a corporate combination and is informational for ownership tracking but does not indicate an immediate change to outstanding voting power or liquidity.

Corporate Governance Expert

TL;DR: The filing reflects post-merger equity conversion and routine director compensation structure with time-based restrictions.

The submission clarifies that RSUs were converted under the Merger Agreement at the stated exchange ratio and retain one-year vesting. The presence of Series A Preferred RSUs is notable for governance because preferred shares can carry specific rights; however, the Form 3 only documents the RSU amounts and vesting and does not disclose any special voting or redemption terms. From a governance perspective, the filing is procedural and aligns with customary post-merger award conversions and director equity grants.

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^*

Palmer Jennifer

(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)

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

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)

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	(1)	(1)	Common Stock.	361	(2)	D
Restricted Stock Unit	(3)	(3)	Common Stock.	396	(4)	D
Restricted Stock Unit	(5)	(5)	Series A Preferred Stock	460	(6)	D
Restricted Stock Unit	(7)	(7)	Series A Preferred Stock	460	(6)	D

Explanation of Responses:

1. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date.

2. Pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the "Merger Agreement"), by and among Star Equity Holdings, Inc. ("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"). 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, 1,570 shares of Star common stock.

3. The Restricted Stock Units granted on March 25, 2025 (the "Second Grant Date") are scheduled to vest upon the first anniversary of the Second Grant Date.

4. 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, 1,723 shares of Star common stock.

5. The Restricted Stock Units granted on May 19, 2025 (the "Preferred Grant Date") are scheduled to vest upon the first anniversary of the Preferred Grant Date.

6. These Restricted Stock Units each represent the right to receive, at settlement, one share of Hudson Series A Preferred Stock. These Restricted Stock Units were received in exchange for Star Restricted Stock Units representing the right to receive, at settlement, 460 shares of Star 10% Series A Cumulative Perpetual Preferred Stock.

7. The Restricted Stock Units granted on August 18, 2025 (the "Second Preferred Grant Date") are scheduled to vest upon the first anniversary of the Second Preferred Grant Date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Hannah Bible, as Attorney-in-Fact for Jennifer Palmer	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Jennifer Palmer report on Form 3 for Hudson Global (HSON)?

The filing reports ownership of RSUs for Hudson common stock (361 and 396 RSUs) and Hudson Series A Preferred Stock (two grants of 460 RSUs each), converted from Star RSUs after the merger.

Why were RSUs converted in the Form 3 filing for HSON?

Per the Merger Agreement, Star RSUs were exchanged for Hudson RSUs at the merger exchange ratio, so the reporting person received Hudson RSUs in place of Star RSUs.

When do the reported RSUs vest according to the filing?

Each stated grant is scheduled to vest on the first anniversary of its respective grant date (one-year time-based vesting).

Does the Form 3 show any immediate saleable shares for Jennifer Palmer (HSON)?

No; the filing reports Restricted Stock Units that vest after one year, so they are not immediately transferable upon reporting.

How many total RSUs were reported on the Form 3 for HSON?

The filing lists RSUs representing 361 and 396 shares of Hudson common stock and two grants of 460 RSUs each for Hudson Series A Preferred Stock.

Who signed the Form 3 filing for Jennifer Palmer (HSON)?

The form was signed by Hannah Bible as attorney-in-fact for Jennifer Palmer on 08/22/2025.