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

Corporate Governance Expert

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.

M&A Specialist

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.

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^*

Fruhbeis Todd Michael

(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)
Common Stock.(1)	759	D
Series A Preferred Stock(2)	4,576	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	(3)	(3)	Common Stock.	341	(4)	D
Restricted Stock Unit	(5)	(5)	Common Stock.	460	(6)	D
Restricted Stock Unit	(7)	(7)	Series A Preferred Stock	535	(8)	D
Restricted Stock Unit	(9)	(9)	Series A Preferred Stock	535	(8)	D

Explanation of Responses:

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").

2. Acquired pursuant to the Merger in exchange for 4,576 shares of Star 10% Series A Cumulative Perpetual Preferred Stock.

3. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the 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, 1,485 shares of Star common stock.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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 Todd Fruhbeis	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Todd Fruhbeis report on Hudson Global's Form 3 (HSON)?

He reported direct ownership of 759 Hudson common shares, 4,576 Hudson Series A preferred shares, and several restricted stock units convertible to Hudson common or preferred shares.

How were the Hudson shares acquired by the reporting person?

The shares and RSUs were received in exchange for Star Equity Holdings common and preferred securities pursuant to the Merger Agreement, using the specified exchange terms.

What exchange ratio was used in the merger with Star Equity Holdings?

The Merger Agreement provided for the exchange of 0.23 Hudson common shares for each share of Star common stock.

Are the restricted stock units reported by Fruhbeis vested immediately?

No. The RSUs have scheduled time-based vesting on the first anniversary of their respective grant dates (grant dates listed as November 22, 2024; March 25, 2025; May 19, 2025; and August 18, 2025).

Does the Form 3 indicate indirect ownership or special arrangements?

All reported holdings are listed as direct (D) ownership in the filing; no indirect ownership arrangements are described.