HSON Form 3: Fruhbeis Discloses Common, Series A Preferred and RSUs
Rhea-AI Filing Summary
Todd Michael Fruhbeis, a director of Hudson Global, Inc. (HSON), filed an Initial Statement of Beneficial Ownership reporting both common and preferred shares and restricted stock units received in connection with Hudson’s merger with Star Equity Holdings. He holds 759 shares of Hudson common stock and 4,576 shares of Hudson Series A preferred stock directly. In addition, he reports restricted stock units converting to 341 common shares, 460 common shares, and two grants totaling 1,070 Series A preferred shares, all subject to scheduled vesting anniversaries in 2024–2025. The reported holdings reflect share exchanges pursuant to the Merger Agreement that converted Star common and preferred holdings into Hudson securities at an exchange ratio of 0.23 Hudson common shares per Star common share.
Positive
- Clear disclosure of post-merger beneficial ownership including exact share counts for common and Series A preferred stock
- Detailed mapping showing conversion of Star common and preferred securities into Hudson common and Series A preferred under the Merger Agreement
- Transparency on RSUs with specified grant dates and scheduled vesting anniversaries for each grant
Negative
- None.
Insights
TL;DR: Director disclosed merger-related equity received and multiple RSU grants with standard time-based vesting.
The filing is a routine Section 16 initial report documenting beneficial ownership after a merger. It discloses direct ownership of 759 common shares and 4,576 Series A preferred shares plus several restricted stock unit grants converting to both common and preferred shares on future vesting dates. The report clarifies the exchange mechanics from Star Equity Holdings to Hudson under the Merger Agreement and identifies vesting schedules, which are time-based and do not indicate accelerated or performance-based terms in this filing.
TL;DR: Ownership changes stem from a merger exchange; the report quantifies the post-merger equity received by a director.
The disclosure quantifies consideration received in the Merger: Star common and preferred were converted into Hudson common and Series A preferred at the specified exchange terms, with restricted stock unit balances shown pre- and post-exchange. The filing provides transparency on how merger consideration was allocated to an insider and documents standard settlement mechanics for RSUs converted in the transaction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Common Stock. | -- | -- | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
Footnotes (1)
- Received in exchange for 3,303 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"). Acquired pursuant to the Merger in exchange for 4,576 shares of Star 10% Series A Cumulative Perpetual Preferred Stock. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date. 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, 1,485 shares of Star common stock. 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. 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, 2,004 shares of Star common stock. 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. 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, 535 shares of Star 10% Series A Cumulative Perpetual Preferred Stock. 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.
