Star Equity completes PD Machine acquisition
A lease covers Alliance Machines’ continued use of the property, while its separate purchase remains subject to closing conditions.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Star Equity Holdings, Inc. (STRR) completed its acquisition of PD Machine, LLC on October 23, 2026; PD Machine merged into Alliance Machine Solutions, Inc., which survived as an indirect wholly owned subsidiary. The Vernal, Utah, machine shop provides specialized welding, repair, rebuilding and machining services for drilling and other equipment.
Consideration was $350,000 in cash and 75,000 shares of Star’s 10% Series A Cumulative Perpetual Preferred Stock, subject to customary adjustments for debt, cash on hand, transaction expenses and net working capital. Of those amounts, $50,000 and 5,000 preferred shares were held in escrow for indemnification and purchase-price adjustment obligations. Alliance Machines entered a lease with Davis Rentals, LLC for continued use of the property.
A separate acquisition of the owned real property by merger of Davis Rentals into 1218 East 135 South, Inc. is subject to satisfaction or waiver of closing conditions and calls for $150,000 in cash and 35,000 preferred shares. If conditions are not satisfied or waived by February 28, 2027, Star may forego the property purchase.
Positive
- Minor pointOctober 23 acquisition adds in-house machining, repair and rebuild capabilities in Vernal.
Negative
- None.
Filing Explained
The company says the Vernal shop will work alongside ADT’s existing Vernal operation, adding in-house machining, repair and rebuild capabilities there.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 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 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Cash consideration for PD Machine: $350,000
Preferred shares issued: 75,000 shares
Cash held in escrow: $50,000
+5 more
8 metrics
Cash consideration for PD Machine
$350,000
Acquisition consideration, subject to customary adjustments
Preferred shares issued
75,000 shares
Stock consideration for the PD Machine acquisition
Cash held in escrow
$50,000
Held for indemnification and purchase-price adjustment obligations
Preferred shares held in escrow
5,000 shares
Held for indemnification and purchase-price adjustment obligations
Real-estate cash consideration
$150,000
Separate closing subject to applicable conditions
Real-estate preferred share consideration
35,000 shares
Separate closing subject to applicable conditions
Facility size
Approximately 6,300 square feet
Vernal, Utah, machine-shop facility
Property area
Two acres
Land associated with the Vernal facility
Key Terms
net working capital, indemnification, escrow, 10% Series A Cumulative Perpetual Preferred Stock
4 terms
net working capital financial
"adjustments for debt, cash on hand, transaction expenses and net working capital"
Net working capital is the amount left when you subtract a company’s short-term bills (like accounts payable and short-term loans) from its short-term assets (cash, money owed to it, and inventory). Think of it as the cash cushion a business has to keep daily operations running — a bigger cushion means fewer short-term funding worries, while a small or negative number can signal pressure to raise cash or cut activity, which matters to investors assessing stability and short-term risk.
indemnification technical
"escrow to satisfy the Sellers’ indemnification"
A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.
escrow financial
"$50,000 of the Cash Consideration and 5,000 shares"
A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.
10% Series A Cumulative Perpetual Preferred Stock financial
"issued 75,000 shares of the Company’s 10% Series A Cumulative Perpetual Preferred Stock"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What consideration did STRR provide for the machine-shop acquisition?
Star Equity Holdings provided $350,000 in cash and 75,000 shares of its 10% Series A Cumulative Perpetual Preferred Stock. The consideration is subject to customary adjustments, and $50,000 and 5,000 preferred shares were held in escrow.
How large is the STRR machine shop in Vernal, Utah?
The shop operates from an approximately 6,300-square-foot facility on two acres. It provides repair, rebuild and machining services for well fishing tools, drill pipe and other drilling equipment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 23, 2026
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 | ||||||
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. | ||||
Stock Purchase Agreement
On October 23, 2026 (the “Closing Date”), Star Equity Holdings, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with PD Machine, LLC (the “Target Company”); Davis Rentals, LLC (the “Real Estate Target Company”); the Company’s indirect wholly owned subsidiaries: Alliance Machine Solutions, Inc. (“Alliance Machines”) and 1218 East 135 South, Inc. (“New Real Estate Sub”); Phil's Welding, Inc. (the “Target Parent Company”); each of the owners of Target Parent Company and beneficial owners of the Target Company, Real Estate Target Company and Target Parent Company (collectively along with Target Parent Company, the “Sellers”); and Phillip Davis, as Seller Representative.
On the Closing Date, the Target Company merged into Alliance Machines, which survived as an indirect wholly owned subsidiary of the Company.
The Target Company operates a machine shop in Vernal, Utah, providing specialized welding, repair, rebuilding, and machining services for drilling and other equipment, primarily in Utah and the surrounding states.
In connection with the closing of the transaction, excluding the separate real-estate transaction described below, the Company paid the Sellers aggregate consideration of (i) $350,000 (the “Cash Consideration”) and (ii) issued 75,000 shares (the “Stock Consideration”) of the Company’s 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), subject to customary adjustments for debt, cash on hand, transaction expenses and net working capital. At the closing, $50,000 of the Cash Consideration and 5,000 shares of the Stock Consideration were held in escrow to satisfy the Sellers’ indemnification and purchase-price adjustment obligations under the Purchase Agreement.
The Purchase Agreement also provides for the acquisition of the Owned Real Property (as defined in the Purchase Agreement) by a merger of Real Estate Target Company into New Real Estate Sub at a separate closing (the “Real Estate Closing”), subject to satisfaction or waiver of the applicable closing conditions, for $150,000 in cash and 35,000 shares of Series A Preferred Stock. If certain conditions of the Purchase Agreement have not been satisfied or waived by February 28, 2027, the Company has the option to forego the purchase of the Owned Real Property. Alliance Machines also entered into a lease with the Real Estate Target Company for the continued use of the Owned Real Property.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. | ||||
The Company issued the 75,000 shares of Stock Consideration to certain of the Sellers on October 23, 2026, as partial consideration pursuant to the Purchase Agreement. The shares were issued without an underwriter or placement agent in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
| Item 7.01. | Regulation FD Disclosure. | ||||
On October 26, 2026, the Company issued a press release announcing the transaction. A copy of the press release is furnished herewith as Exhibit 99.1.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. | ||||
(d) Exhibits
EXHIBIT INDEX
| 10.1 | Stock Purchase Agreement, by and between Star Equity Holdings, Inc., PD Machine, LLC, Phil’s Welding, Inc., Davis Rentals, LLC, Leah Davis, Phillip Davis, 1218 East 135 South, Inc. and Alliance Machine Solutions, Inc., dated October 23, 2026. | ||||
| 99.1 | Press Release, dated October 26, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
1
2
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: | October 28, 2026 | |||||||
3
Exhibit 99.1
| October 26, 2026 | ||
Star Equity Holdings Expands Energy Services Division with Machine Shop Acquisition in Vernal, Utah
Adds In-House Machining, Repair, and Rebuild Capabilities to ADT’s Vernal Operation
OLD GREENWICH, Conn., Oct. 26, 2026 (GLOBE NEWSWIRE) -- Star Equity Holdings, Inc. (Nasdaq: STRR and STRRP) (“Star” or the “Company”), a diversified holding company, announced today that its wholly owned Alliance Drilling Tools (“ADT”) business, part of the Company’s Energy Services division, has expanded its customer support capabilities in the Rocky Mountain region through an affiliate’s acquisition of a privately held Vernal, Utah-based machine shop that provides repair, rebuild, and machining services for well fishing tools, drill pipe, and other drilling equipment. The transaction closed on October 23, 2026, and the shop will work alongside ADT’s existing Vernal operation.
The acquisition serves a critical energy services niche in the region, helping customers reduce downtime and improve rig productivity by getting essential equipment back in service quickly. The business operates from an approximately 6,300-square-foot facility on two acres located minutes from ADT’s existing Vernal operation.
Adding these in-house capabilities makes ADT’s Vernal operation a full-service location. With geographically centralized tool rental, machining, repair, and rebuild services, ADT can support customers across more of the tool life cycle while gaining more direct control over service quality and turnaround time. The expanded capabilities also position ADT to more actively pursue oil and gas drilling work in the Uinta Basin, as well as mining and geothermal opportunities across the region.
Jeff Eberwein, CEO of Star, commented, “Expanding our Energy Services division’s capabilities is a key part of our strategy to grow, and adding in-house machining in Vernal is a natural next step in that effort. With Star’s financial support and ADT’s customer base, operating platform, and equipment, we believe the Vernal shop can add capacity, take on more work, and build on its established customer relationships. We expect this addition to create long-term value for Star’s shareholders.”
Ryan Thomas, President of ADT, added, “Having our own machine shop in Vernal lets us respond faster, rely less on outside machining, and offer customers a true one-stop shop in the Uinta Basin. We have relied on this shop for our machining needs in Vernal for more than a decade, and its people are a terrific culture fit. We are excited to welcome the team.”
About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company that seeks to build long-term shareholder value by acquiring, managing, and growing businesses with strong fundamentals and market opportunities. Its current structure comprises four divisions: Building Solutions, Business Services, Energy Services, and Investments. For more information, visit www.starequity.com.
Building Solutions
The Building Solutions division operates in three specialties: (i) modular building manufacturing; (ii) structural wall panel and wood foundation manufacturing, including building supply distribution operations; and (iii) glue-laminated timber (glulam) column, beam, and truss manufacturing.
Business Services
The Business Services division provides flexible and scalable recruitment solutions to a global clientele, servicing organizations at all levels, from entry-level positions to the C-suite. The division focuses on mid-market and enterprise organizations worldwide, partnering consultatively with talent acquisition, HR, and procurement leaders to build diverse, high-impact teams and drive business success.
Energy Services
The Energy Services division engages in the rental, sale, and repair of downhole tools used in the oil and gas, geothermal, mining, and water-well industries.
Investments
The Investments division manages and finances the Company’s real estate assets as well as its investment positions in private and public companies.
Forward-Looking Statements
This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the Company’s future financial condition, results of operations, business operations, and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions, that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) changes in the cost and availability of commodities, materials, and equipment, (3) risks related to providing uninterrupted service to clients, (4) the ability of clients to terminate their relationship with the Company at any time, (5) risks associated with real estate ownership, (6) the Company’s ability to successfully achieve its strategic initiatives, (7) risks related to fluctuations in the Company’s operating results from quarter to quarter, (8) risks related to potential acquisitions or dispositions of businesses by the Company, (9) our profitability and growth being tied to the success of our operating businesses, (10) risks associated with our financial investments in other businesses, (11) our ability to improve existing products and services and develop, introduce, and market new products and services successfully, (12) the loss of or material reduction in our business with any of the Company’s largest customers, (13) competition in the Company’s markets, (14) risks related to potential decreases in demand for products, (15) our ability to maintain costs at an acceptable level, (16) the negative cash flows and operating losses that may recur in the future, (17) risks related to international operations, including foreign currency fluctuations, political events, trade wars, natural disasters or health crises, including the Russia-Ukraine war, and potential conflict in the Middle East, (18) risks relating to how future credit facilities may affect or restrict our operating flexibility, (19) our ability to generate or borrow sufficient cash to make payments on our indebtedness, (20) risks related to indebtedness, (21) risks associated with the Company’s investment strategy, (22) the Company’s dependence on key management personnel, (23) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (24) the Company’s ability to collect accounts receivable, (25) the Company’s exposure to legal proceedings, investigations, and disputes, and limits on related insurance coverage, (26) the Company’s ability to utilize net operating loss carryforwards, (27) the potential for goodwill impairment, (28) volatility of the Company’s stock price, (29) risks related to our historically low trading volume, (30) risks related to securities or industry analysts, (31) the Company’s ability to declare dividends, (32) risks associated with failure to pay dividends on our Series A Preferred Stock, (33) our history of annual net losses, (34) risks related to our international operations, (35) risks related to compliance with federal and state laws, regulations, and other rules, (36) our exposure to employment-related claims, legal liability, and costs from clients, employees, and regulatory authorities, (37) risks related to the imposition of licensing or tax requirements or new regulations, (38) the effect of anti-takeover provisions in our organizational documents, (39) the effect of the protective amendment contained in our Restated Certificate of Incorporation, (40) the impact of our stockholder rights plan, or “poison pill,” on stockholder decision making, (41)
risks related to our scaled disclosure requirements as a smaller reporting company, (42) the heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (43) the adverse impacts of cybersecurity threats and attacks, (44) risks related to the use of new and evolving technologies, and (45) those risks set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this press release. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. These forward-looking statements speak only as of the date of this press release. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
| For more information contact: | ||
| The Equity Group | ||
| Lena Cati | ||
| Senior Vice President | ||
| 212-836-9611 | ||
| lcati@theequitygroup.com | ||