STRRP Form 4: CEO's Star Common and Preferred Converted in Hudson Deal
Rhea-AI Filing Summary
Richard K. Coleman Jr., Chief Executive Officer of Star Equity Holdings, Inc., reported multiple disposals on 08/22/2025 related to the company's merger into Hudson Global, Inc. He disposed of 44,233 shares of Star common stock and 2,500 shares of Star 10% Series A Cumulative Perpetual Preferred Stock in exchange for Hudson securities under the Merger Agreement, resulting in zero Star common and preferred shares beneficially owned following the transactions.
Several Restricted Stock Units (5,051; 19,499; 12,813) were also recorded as disposed/assumed and exchanged for 0.23 Hudson Restricted Stock Units per Star RSU. The filings show the vesting schedules for the RSU grants and confirm the transactions were effected pursuant to the Merger Agreement.
Positive
- Transactions were executed under the Merger Agreement, documenting completion of the equity exchange with Hudson Global, Inc.
- RSUs were assumed and converted on a defined 0.23-for-1 exchange ratio, preserving value mechanics for unvested awards.
Negative
- Reporting person's beneficial ownership in Star common and Series A preferred stock is reported as zero following the merger-related dispositions.
- Substantial insider holdings were disposed (44,233 common shares and 2,500 preferred shares), eliminating direct ownership in Star equity.
Insights
TL;DR: CEO's Star holdings were converted and reduced to zero as part of the merger consideration; RSUs were assumed and exchanged.
The Form 4 documents that the reporting person, the CEO, disposed of all reported Star common and Series A preferred shares as consideration under the merger agreement with Hudson Global, Inc. This is a routine disclosure following an M&A closing that documents the conversion of equity into acquirer securities. The RSUs were assumed and converted on a 0.23-for-1 basis, with vesting schedules preserved per original grant terms. For governance review, this confirms management's equity positions in the target were settled through the merger rather than retained in Star equity.
TL;DR: Transactions reflect merger consideration mechanics: stock and RSUs exchanged per the Merger Agreement.
The filing records disposals executed pursuant to the Agreement and Plan of Merger dated May 21, 2025. Common shares and preferred shares of Star were exchanged for Hudson common and preferred securities respectively, and Star RSUs were assumed and converted at a fixed exchange ratio of 0.23 Hudson RSUs per Star RSU. The disclosure is procedural and documents post-closing ownership adjustments rather than new market-facing transactions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 5,051 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 19,499 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 12,813 | $0.00 | -- |
| Disposition | Common Stock | 44,233 | $0.00 | -- |
| Disposition | 10% Series A Cumulative Perpetual Preferred Stock | 2,500 | $0.00 | -- |
Footnotes (1)
- Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the "Merger Agreement"), by and among Star Equity Holdings, Inc. ("Star"), Hudson Global, Inc. ("Hudson") and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson ("Merger Sub"), in exchange for .23 shares of Hudson common stock for each share of Star common stock on the effective date of the merger (the "Merger"). Disposed of pursuant to the Merger in exchange for 2,500 shares of Hudson Series A Preferred Stock. These Restricted Stock Units each represent the right to receive, at settlement, one share of Star common stock. These Restricted Stock Units were assumed by Hudson in the Merger and exchanged for .23 Hudson Restricted Stock Units for each Star Restricted Stock Unit. 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. 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. 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.
