Hudson (HSON) Insider Filing: Warrants, RSUs and Preferred Issued in Merger
Rhea-AI Filing Summary
Jeffrey E. Eberwein, Hudson Global, Inc. director, CEO and >10% owner, reported multiple security acquisitions on 08/22/2025 related to Hudson's merger with Star Equity Holdings, Inc.
He received 188,686 shares of Hudson common stock in exchange for 820,374 Star common shares under the merger, bringing his total reported beneficial ownership of common stock to 608,684 shares (including share units and previously held common stock). He also acquired 1,182,414 shares of Hudson Series A preferred stock in exchange for Star preferred shares.
Additional items include newly acquired restricted stock units (RSUs) totaling 3,075 units across common and preferred share RSUs, and 49,450 warrants exercisable for Hudson common stock at an exercise price of $32.60 per share (expire 01/24/2027).
Positive
- Significant equity receipt via merger: 188,686 Hudson common shares acquired in exchange for 820,374 Star common shares
- Large preferred position: 1,182,414 Hudson Series A preferred shares acquired in exchange for Star preferred shares
- Retention incentives maintained: RSUs totaling 3,075 units (common and preferred) with defined vesting schedules
- Warrants outstanding: 49,450 warrants exercisable for common stock at $32.60, exercisable through 01/24/2027
Negative
- None.
Insights
TL;DR: Insider received significant equity and preferred stock through the Star merger, increasing stake and preserving contingent compensation.
The Form 4 records exchange-based consideration from the Merger Agreement: the Reporting Person received a mix of common stock, Series A preferred stock, RSUs and outstanding warrants previously held in Star. The issuance of 1,182,414 Series A preferred shares and 188,686 common shares materially alters the reporting persons capital structure exposure at Hudson and converts legacy Star economic rights into Hudson securities. Warrants exercisable at $32.60 through 01/24/2027 remain outstanding, and multiple RSUs retain time- and performance-based vesting schedules, which maintain future alignment incentives.
TL;DR: Transaction consolidates insider alignment with Hudson post-merger but retains deferred compensation subject to vesting and performance.
The filing shows that a senior executive and >10% owner exchanged Star securities for Hudson common and Series A preferred shares and received RSUs that continue to vest on scheduled anniversaries. This structure preserves incentive linkage to Hudson while documenting concentrated insider ownership (608,684 common-equivalent holdings plus preferred and warrants). The presence of deferred share units and time-based vesting dates is typical for executive retention following a merger.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Unit | 675 | $0.00 | -- |
| Grant/Award | Restricted Stock Unit | 740 | $0.00 | -- |
| Grant/Award | Restricted Stock Unit | 860 | $0.00 | -- |
| Grant/Award | Restricted Stock Unit | 860 | $0.00 | -- |
| Grant/Award | Warrants to Purchase Common Stock | 49,450 | $0.00 | -- |
| Grant/Award | Common Stock. | 188,686 | $0.00 | -- |
| Grant/Award | Series A Preferred Stock | 1,182,414 | $0.00 | -- |
Footnotes (1)
- Received in exchange for 820,374 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"). Includes (i) 118,464 Share Units credited to the Reporting Person's account under the Issuer's 2009 Incentive Stock and Awards Plan, as amended and restated, and each such share unit is the economic equivalent of one share of Common Stock and is payable only in Common Stock upon the later to occur of (A) the satisfaction of certain performance vesting conditions and (B) up to 90 days after the Reporting Person's separation from service; (ii) 27,156 Share Units credited to the Reporting Person's account under the Hudson Global, Inc. Director Deferred Share Plan, and each Share Unit is the economic equivalent of one share of Common Stock and is payable only in Common Stock up to 90 days after a director's separation from service; and (iii) 274,378 shares of common stock. Acquired pursuant to the Merger in exchange for 1,182,414 shares of Star 10% Series A Cumulative Perpetual Preferred Stock. 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, 2,935 shares of Star common 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, 3,221 shares of Star common stock. The Restricted Stock Units granted on March 25, 2025 (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 Series A Preferred Stock. These Restricted Stock Units were received in exchange for Star Preferred Restricted Stock Units representing the right to receive, at settlement, 860 shares of 10% Series A Cumulative Perpetual Preferred 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. 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. 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 49,450 shares of Hudson common stock at an exercise price of $32.60 per share of Hudson common stock. The Warrants to Purchase Common Stock were immediately exercisable upon issuance on January 24, 2022 and expire on January 24, 2027.
