Sale-leaseback of Texas and Utah sites at Star Equity (NASDAQ: STRR)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Star Equity Holdings, Inc., through its subsidiary Alliance Drilling Tools, completed sale and leaseback transactions for two properties in Texas and Utah on March 27, 2026. The Midland, Texas property was sold for $1.14 million and the Vernal, Utah property for $0.55 million, with prices subject to tax and other adjustments.

Alliance Drilling Tools simultaneously entered into 20-year, single-tenant triple net leases for both properties, guaranteed by Star Equity, with four optional five-year extensions. Under these leases, the subsidiary is responsible for rent plus insurance, taxes, utilities, and other property-related expenses.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Texas property sale price: $1.14 million Utah property sale price: $0.55 million Initial lease term: 20 years +1 more

4 metrics

Texas property sale price $1.14 million ADT Texas Property purchase price under ADT Texas PSA

Utah property sale price $0.55 million ADT Utah Property purchase price under ADT Utah PSA

Initial lease term 20 years Triple net leases commencing March 27, 2026

Extension options Four additional 5-year periods Optional lease extensions for both properties

Key Terms

sale and leaseback, triple net leases, emerging growth company, purchase and sale agreement

4 terms

sale and leaseback financial

"pursuant to which the parties agreed to consummate three sale and leaseback transaction"

A sale and leaseback is a financing arrangement where a company sells an asset—often property or equipment—to a buyer and immediately rents it back under a long-term lease. Think of selling your house to free up cash but staying as a tenant; the company gets immediate funds while continuing to use the asset. Investors watch these deals because they change a firm’s cash position, debt or lease obligations, and ongoing costs, which can affect profitability and financial risk.

triple net leases financial

"entered into two commercial single-tenant triple net leases with the ADT Property Buyer"

A triple net lease is a rental agreement where the tenant pays the base rent plus three major property expenses: property taxes, building insurance, and maintenance costs. For investors, this arrangement makes rental income more predictable and lowers the landlord’s day‑to‑day expenses and risk—similar to leasing out a house where the renter also handles the utility bills, yard work and repairs—so it affects cash flow stability and valuation of income‑producing real estate.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

purchase and sale agreement financial

"as reflected in the ADT Texas Purchase and Sale Agreement entered into between ADT and Custom Capital"

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

Understanding 8-K Material Events →

03/30/2026 - 05:34 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

Star Equity Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-38704

59-3547281

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

53 Forest Avenue, Suite 101

Old Greenwich, CT 06870

(Address of Principal Executive Offices)

Registrant's telephone number, including area code (203) 489-9500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	STRR	The NASDAQ Stock Market LLC
Series A Preferred Stock, $0.001 par value	STRRP	The NASDAQ Stock Market LLC
Preferred Share Purchase Rights

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01.			Entry into a Material Definitive Agreement.

On December 16, 2025, Alliance Drilling Tools, LLC (“ADT”), a wholly owned subsidiary of Star Equity Holdings, Inc. (the “Company”), entered into three purchase and sale agreements with Custom Capital Strategies, Inc. (“Custom Capital”), pursuant to which the parties agreed to consummate three sale and leaseback transaction of three different properties in Texas, Utah, and Wyoming, as reported on Form 8K filed with the Securities and Exchange Commission ("SEC") on December 17, 2025. The sale of the Wyoming property closed on February 27, 2026, as previously reported within Form 8K filed with the SEC on February 27, 2026.

Utah and Texas Sale Agreements

On March 27, 2026 the property located at 3601 N County Rd 1148, Midland, Texas (the “ADT Texas Property”), was sold for a total purchase price of $1.14 million as reflected in the ADT Texas Purchase and Sale Agreement entered into between ADT and Custom Capital filed as an Exhibit to the Form 8K filed with the SEC on December 16, 2025 ("ADT Texas PSA"). On March 27, 2026 the property located at 1377 East 1500 South, Vernal, Utah (the “ADT Utah Property”) was sold for a total purchase price of $0.55 million, as reflected in the ADT Utah Purchase and Sale agreement entered into between ADT and Custom Capital on December 16, 2025 and filed as Exhibit to the form 8K filed with the SEC on December 16, 2025 ("ADT Utah PSA"). Both purchase prices are subject to adjustment for taxes and other charges and assessments. Immediately prior to the closings Custom Capital assigned their rights to buy the property to, Alliance Texas and Utah, LLC (the “ADT Property Buyer”).

Simultaneously with the consummation of the ADT Texas PSA and ADT Utah PSA, ADT entered into two commercial single-tenant triple net leases with the ADT Property Buyer, guaranteed by the Company, pursuant to which ADT leased back from the ADT Property Buyer the ADT Texas Property and the ADT Utah Property for terms commencing on March 27, 2026, and ending on the 20th anniversaries thereof, unless earlier terminated or extended for four additional five year periods. Pursuant to the terms of the ADT Texas Lease and ADT Utah Lease ADT will be responsible for rent and all monthly expenses related to the ADT Texas Property and ADT Utah Property, including insurance premiums, taxes, utilities, and other expenses.

The foregoing summaries of the ADT Texas PSA and ADT Utah PSA, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements. A copy of the original ADT Texas PSA and ADT Utah PSA were filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025.


Item 2.03			Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX


10.3			Purchase and Sale Agreement of ADT Texas, dated as of December 16, 2025 (incorporated by reference to Exhibit 10.3 to Star Equity Holdings, Inc.’s Current Report on Form 8-K dated December 17, 2025 (File No. 001-38704).

10.4			Purchase and Sale Agreement of ADT Utah, dated as of December 16, 2025 (incorporated by reference to Exhibit 10.3 to Star Equity Holdings, Inc.’s Current Report on Form 8-K dated December 17, 2025 (File No. 001-38704).

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


STAR EQUITY HOLDINGS, INC. (Registrant)

By:	/s/ MATTHEW K. DIAMOND
	Matthew K. Diamond
	Chief Accounting Officer

	Dated:	March 30, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What properties did Star Equity Holdings (STRR) sell in this 8-K?

Star Equity’s subsidiary Alliance Drilling Tools sold two operating properties: one at 3601 N County Rd 1148, Midland, Texas, and another at 1377 East 1500 South, Vernal, Utah, under separate purchase and sale agreements originally signed on December 16, 2025.

How much did Star Equity receive for the Texas and Utah property sales?

The Midland, Texas property was sold for a total purchase price of $1.14 million, and the Vernal, Utah property was sold for $0.55 million, with both amounts subject to adjustments for taxes and other charges and assessments under the respective agreements.

What are the key terms of the leasebacks in Star Equity’s sale-leaseback?

Alliance Drilling Tools leased back both properties under commercial single-tenant triple net leases starting March 27, 2026, for 20-year terms. The leases include options for four additional five-year extensions, keeping the operating locations while transferring property ownership.

Who is responsible for ongoing expenses under Star Equity’s new leases?

Under the ADT Texas and ADT Utah leases, Alliance Drilling Tools is responsible for rent and all monthly expenses, including insurance premiums, property taxes, utilities, and other related costs, consistent with typical triple net lease arrangements where the tenant bears most property expenses.

Who guaranteed the leases in Star Equity’s sale-leaseback transactions?

The leases for the Texas and Utah properties are guaranteed by Star Equity Holdings, Inc. This means the parent company backs Alliance Drilling Tools’ lease obligations to the property buyer, Alliance Texas and Utah, LLC, providing additional security to the landlord.

Who ultimately bought the Texas and Utah properties from Star Equity’s subsidiary?

Custom Capital Strategies initially agreed to buy the properties but assigned its purchase rights, immediately before closing, to Alliance Texas and Utah, LLC. That assignee, referred to as the ADT Property Buyer, became the final owner and landlord under the new leases.

Filing Exhibits & Attachments

4 documents

Sale-leaseback of Texas and Utah sites at Star Equity (NASDAQ: STRR)

Rhea-AI Filing Summary

Positive