Hudson Global (HSON) Form 3 — RSUs, Series A Preferred, Warrants Disclosed
Rhea-AI Filing Summary
Hudson Global, Inc. (HSON) reported an initial Form 3 for Richard Kenneth Coleman Jr., who serves as Chief Operating Officer and a director, disclosing holdings acquired in connection with Hudson's merger with Star Equity Holdings.
The filing shows 10,173 shares of Hudson common stock and 2,500 shares of 10% Series A preferred stock held directly. It also lists restricted stock units totaling 8,591 RSUs (1,161 + 4,484 + 2,946) that vest on scheduled anniversaries and 1,536 warrants exercisable into common stock at $32.60 per share, expiring January 24, 2027. Many holdings were received in exchange for Star securities under the Merger Agreement, which provided 0.23 Hudson shares per Star share.
Positive
- Transparent disclosure of officer ownership and vesting schedules following the merger, aiding investor visibility
- Holdings originated from a defined Merger Agreement with a clear exchange ratio (0.23 Hudson shares per Star share)
- Warrants and RSUs detailed with exercise price and expiration date, enabling assessment of potential dilution timing
Negative
- None.
Insights
TL;DR: Routine initial ownership disclosure by an officer following a merger, showing stock, RSUs and warrants tied to the transaction.
The Form 3 documents the officer's direct holdings and time-based restricted stock units resulting from the Star merger and prior grants. Disclosure clarifies vesting schedules and conversion ratios used in the merger (0.23 Hudson share per Star share). This transparency supports governance norms for insider reporting and helps investors track management alignment with shareholders.
TL;DR: Ownership changes are merger-driven and contractual; this filing does not by itself alter company fundamentals.
The filing quantifies immediate and contingent equity exposure: 10,173 common shares, 2,500 Series A preferred, 8,591 RSUs with staggered vesting, and 1,536 warrants at a $32.60 strike expiring 2027. Most instruments were received via conversion of Star securities per the Merger Agreement. These items affect potential future dilution if RSUs settle or warrants are exercised, but the Form 3 provides only ownership detail, not operational or financial performance data.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Common Stock. | -- | -- | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
Footnotes (1)
- Received in exchange for 44,233 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 2,500 shares of Star 10% Series A Cumulative Perpetual Preferred Stock. 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. 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, 5,051 shares of Star common stock. 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. 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, 19,499 shares of Star common stock. 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. 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, 12,813 shares of Star common stock. The Warrants to Purchase Common Stock were immediately exercisable upon issuance on January 24, 2022 and expire on January 24, 2027. Acquired pursuant to the Merger Agreement and the terms of the Warrants to Purchase Common Stock, these Warrants to Purchase Common Stock are exercisable for 1,536 shares of Hudson common stock at an exercise price of $32.60 per share of Hudson common stock.
