Star Equity buys Cornerstone; earnout up to $1.5M
Earnout installments depend on three cumulative legacy-client revenue thresholds and are payable 75% in cash and 25% in Series A preferred shares.
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Form Type
8-K
Rhea-AI Filing Summary
Star Equity Holdings, Inc. completed its Hudson Talent Solutions acquisition of Cornerstone RPO, a recruitment process outsourcing provider, on November 2, 2026. Its subsidiary Hudson Talent Solutions US, Inc. paid the Sellers $500,000, including $100,000 held in escrow for indemnification, and issued a $250,000 fixed deferred consideration note. The unsecured note is non-interest-bearing absent default and payable in 36 monthly installments beginning on the first month anniversary of closing. Up to $1.5 million in earnout consideration may be paid upon cumulative legacy-client revenue of $6 million, $12 million and $20 million, respectively, during the 36-month period beginning on closing. Each of three $500,000 installments is payable 75% in cash and 25% in Star's 10% Series A Cumulative Perpetual Preferred Stock, with shares determined using a value of $10.00 per share.
An additional $250,000 may be paid contingent on the legal transfer of certain client contracts or establishment of certain business with Hudson Talent Solutions. Certain Cornerstone assets and liabilities were assigned to and assumed by Hudson Talent Solutions, and Cornerstone's employees became its employees. Cornerstone's Managing Principal, Rodney Ashby, joined Hudson Talent Solutions as a North American Sales Leader.
8-K Event Classification
3 items: 1.01, 7.01, 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 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 at closing: $500,000
Escrow: $100,000
Fixed deferred consideration note: $250,000
+5 more
8 metrics
Cash consideration at closing
$500,000
Paid by Hudson Talent Solutions to the Sellers; $100,000 was held in escrow for indemnification.
Escrow
$100,000
Held from the cash consideration to satisfy the Sellers’ indemnification obligations.
Fixed deferred consideration note
$250,000
Issued by Hudson Talent Solutions and payable over three years.
Contingent earnout consideration
Up to $1.5 million
May be paid upon achievement of revenue milestones during the 36-month period beginning on closing.
Additional contingent consideration
$250,000
May be paid upon legal transfer of certain client contracts or establishment of certain business with Hudson Talent Solutions.
First cumulative legacy-client revenue milestone
$6 million
One of three earnout thresholds during the 36-month period beginning on closing.
Second cumulative legacy-client revenue milestone
$12 million
One of three earnout thresholds during the 36-month period beginning on closing.
Third cumulative legacy-client revenue milestone
$20 million
One of three earnout thresholds during the 36-month period beginning on closing.
Key Terms
recruitment process outsourcing, fixed deferred consideration, setoff rights, cumulative legacy-client revenue
4 terms
recruitment process outsourcing technical
"provides recruitment process outsourcing and other related services"
A service where a company outsources all or part of its hiring activities to an external specialist that manages sourcing, screening, interviewing and onboarding candidates. Think of it like hiring a catering company to handle every meal at an event so the host can focus on other tasks; for investors, it matters because it can lower and stabilize recruiting costs, speed workforce scaling, improve hiring quality, and shift hiring risk off the company’s balance sheet.
fixed deferred consideration financial
"$250,000 in fixed deferred consideration evidenced by a promissory note"
setoff rights financial
"subject to the setoff rights provided in the Purchase Agreement"
cumulative legacy-client revenue financial
"achievement of cumulative legacy-client revenue of $6,000,000"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What consideration did Hudson Talent Solutions pay for Cornerstone?
Hudson Talent Solutions paid the Sellers $500,000, with $100,000 held in escrow for indemnification, and issued a $250,000 fixed deferred consideration note. Up to $1.5 million in earnout consideration and an additional $250,000 tied to client-contract transfers or certain business establishment may also be paid.
What are the terms of Cornerstone's deferred consideration note?
The $250,000 note is unsecured and non-interest-bearing absent default, and is payable in 36 monthly installments beginning on the first month anniversary of the November 2, 2026 closing date. It is subject to setoff rights under the Purchase Agreement.
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): November 2, 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. | ||||
Asset Purchase Agreement
On November 2, 2026 (the “Closing Date”), Star Equity Holdings, Inc. (the “Company”), its indirect wholly owned subsidiary Hudson Talent Solutions US, Inc. (“Hudson Talent Solutions”), and Hudson Talent Solutions, LLC (the parent of Hudson Talent Solutions), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cornerstone RPO, LLC (the “Target Company”), each of the members of the Target Company (collectively with Target Company, the “Sellers”); and Rodney Ashby, as Member Representative.
On the Closing Date, certain of the assets and liabilities of the Target Company were assigned to and assumed by Hudson Talent Solutions, and all of the employees of the Target Company became employees of Hudson Talent Solutions. The Target Company provides recruitment process outsourcing (“RPO”) and other related services.
In connection with the closing of the transaction, Hudson Talent Solutions paid the Sellers consideration of (i) $500,000, of which $100,000 was held in escrow to satisfy the Sellers’ indemnification obligations under the Purchase Agreement, and (ii) $250,000 in fixed deferred consideration evidenced by a promissory note issued by Hudson Talent Solutions to the Target Company (the “Note”), to be paid over a three-year period. Up to an additional $1,500,000 of contingent earnout consideration may also be paid to Sellers if certain revenue milestones are achieved over a three-year period. An additional $250,000 consideration may be paid to the Sellers contingent upon the legal transfer of certain client contracts or establishment of certain business with Hudson Talent Solutions.
The Note is unsecured and non-interest-bearing absent default, provides for payment in 36 monthly installments beginning on the first month anniversary of the Closing Date, and is subject to the setoff rights provided in the Purchase Agreement.
The earnout consideration is payable in three increments of $500,000 upon achievement of cumulative legacy-client revenue of $6,000,000, $12,000,000 and $20,000,000, respectively, during the 36-month period beginning on the Closing Date. Each earnout payment is payable 75% in cash and 25% in shares of the Company’s 10% Series A Cumulative Perpetual Preferred Stock, with the number of shares determined using a value of $10.00 per share and any fractional-share amount paid in cash.
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 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
| Item 7.01. | Regulation FD Disclosure. | ||||
On November 3, 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
| 2.1 | Asset Purchase Agreement, dated November 2, 2026, by and among Star Equity Holdings, Inc., Hudson Talent Solutions US, Inc., Hudson Talent Solutions, LLC, Cornerstone RPO, LLC, the members of Cornerstone RPO, LLC party thereto, and Rodney Ashby, as Member Representative. | ||||
| 99.1 | Press Release, dated November 3, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
1
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: | November 4, 2026 | |||||||
2
Exhibit 99.1
| November 3, 2026 | ||
Acquisition Adds Established Enterprise Client Relationships, Experienced U.S. Sales Leadership, and Back-Office Synergies
OLD GREENWICH, Conn., Nov. 03, 2026 (GLOBE NEWSWIRE) -- Star Equity Holdings, Inc. (Nasdaq: STRR and STRRP) ("Star" or the "Company"), a diversified holding company, announced today its Hudson Talent Solutions business ("HTS") has acquired Cornerstone RPO LLC ("Cornerstone"), a recruitment process outsourcing ("RPO") provider based in Richmond, Virginia. The transaction closed on November 2, 2026. Cornerstone will operate as part of HTS within Star's Business Services division.
Founded in 2005 by Rodney Ashby and David Kenworthy, Cornerstone delivers flexible, people-focused recruiting solutions across the United States, Canada, and Mexico. It serves more than 30 active clients and has worked with more than 200 organizations, from startups to Fortune 100 companies, across financial services, manufacturing, technology, hospitality, and healthcare.
This acquisition advances HTS's strategy as a global total talent solutions provider, with capabilities spanning RPO, talent advisory, workforce solutions, executive search, employer branding, sourcing, and recruitment technology across the Americas, EMEA, and Asia Pacific. The combination gives HTS's clients access to Cornerstone's expertise and experienced team, strengthening HTS's ability to support complex and changing hiring needs across North America.
Mr. Ashby, Managing Principal of Cornerstone, an expert in recruiting strategy, sales process design, and project execution, has joined HTS as a North American Sales Leader focused on building new enterprise accounts and integrating Cornerstone's clients into HTS’s operations.
Jeff Eberwein, CEO of Star, said, "Cornerstone is a price-disciplined, value-enhancing bolt-on acquisition for HTS and is another clear example of how Star’s acquisition strategy can accelerate growth. With Cornerstone, we are adding established client relationships, an experienced U.S. team, and a proven sales leader. Additionally, bringing Cornerstone onto HTS's existing back-office platform will drive improved cost efficiency. HTS's larger U.S. footprint is expected to add U.S. taxable income, helping Star make more efficient use of its sizeable NOL."
Jake Zabkowicz, Global CEO of HTS, added, "The addition of Cornerstone to HTS immediately bolsters our presence in the U.S. RPO market, the world's largest, and brings a roster of blue-chip clients, marking an important step in our growth strategy. Cornerstone has built a strong business by staying close to its clients and delivering flexible solutions that work effectively. We see a clear opportunity to grow Cornerstone’s existing client engagements into larger, longer-term programs through HTS's enterprise RPO, talent advisory, and TalentFusion™ capabilities, without losing the responsiveness and human connection that define strong partnerships. I have tremendous confidence in Rodney and David’s leadership, and I'm thrilled to welcome them and the Cornerstone team to HTS."
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, serving 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 compliance with federal and state laws, regulations, and other rules, (35) our exposure to employment-related claims, legal liability, and costs from clients, employees, and regulatory authorities, (36) risks related to the imposition of licensing or tax requirements or new regulations, (37) the effect of anti-takeover provisions in our organizational documents, (38) the effect of the protective amendment contained in our Restated Certificate of Incorporation, (39) the impact of our stockholder rights plan, or “poison pill,” on stockholder decision making, (40) risks related to our scaled disclosure
requirements as a smaller reporting company, (41) the heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (42) the adverse impacts of cybersecurity threats and attacks, (43) risks related to the use of new and evolving technologies, and (44) 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 | ||