[Form 4] Star Equity Holdings, Inc. Series A Cumulative Perpetual Preferred Stock Insider Trading Activity

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

Corporate Governance Expert

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.

M&A Specialist

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coleman Richard Kenneth Jr.

(Last) (First) (Middle)

C/O STAR EQUITY HOLDINGS, INC.

53 FOREST AVENUE SUITE 101

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STAR EQUITY HOLDINGS, INC. [ STRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/22/2025		D		44,233	D	(1)	0	D
10% Series A Cumulative Perpetual Preferred Stock	08/22/2025		D		2,500	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	08/22/2025		D			5,051	(4)	(4)	Common Stock	5,051	(3)	0	D
Restricted Stock Unit	(3)	08/22/2025		D			19,499	(5)	(5)	Common Stock	19,499	(3)	0	D
Restricted Stock Unit	(3)	08/22/2025		D			12,813	(6)	(6)	Common Stock	12,813	(3)	0	D

Explanation of Responses:

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").

2. Disposed of pursuant to the Merger in exchange for 2,500 shares of Hudson Series A Preferred Stock.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ Richard K. Coleman, Jr.	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard K. Coleman Jr. report on Form 4 for STRRP?

The Form 4 reports that on 08/22/2025 he disposed of 44,233 Star common shares and 2,500 Star Series A preferred shares pursuant to the Merger Agreement with Hudson Global, Inc.

What happened to the reporting person's Restricted Stock Units (RSUs)?

The RSUs (counts of 5,051, 19,499, and 12,813) were assumed by Hudson and exchanged for 0.23 Hudson Restricted Stock Units per Star RSU, with original vesting schedules noted in the filing.

How many Star shares does the CEO own after the reported transactions?

Following the reported transactions the filing shows 0 shares of Star common stock and 0 shares of Star Series A preferred stock beneficially owned by the reporting person.

Were the dispositions part of a merger or separate sales?

The dispositions were made pursuant to the Agreement and Plan of Merger dated May 21, 2025 between Star Equity Holdings, Inc. and Hudson Global, Inc.

Do the RSU grants retain vesting schedules after the exchange?

Yes. The filing lists original vesting schedules: one-third vesting annually for the grants dated July 27, 2023/2024/2025 or per grant dates (Nov 8, 2024 and Mar 25, 2025) as described in the Form 4.