STRR Form 4: Eberwein Converts Star Holdings to Hudson Securities Under Merger
Rhea-AI Filing Summary
Jeffrey E. Eberwein, Executive Chairman, Director and 10% owner of Star Equity Holdings, Inc. (STRR), reported transactions on 08/22/2025 disposing of his holdings pursuant to the Merger Agreement with Hudson Global, Inc.
He disposed of 820,374 shares of Star common stock and 1,182,414 shares of Star 10% Series A Cumulative Perpetual Preferred Stock, resulting in 0 shares beneficially owned following the transactions. Certain Restricted Stock Units were assumed and converted by Hudson at specified ratios (.23 for common-stock RSUs; 1:1 for preferred RSUs) and remain subject to original vesting schedules.
Positive
- Transaction executed pursuant to a merger agreement, indicating an organized corporate process rather than open-market selling
- Restricted Stock Units were assumed by the acquirer (Hudson) and converted with preserved vesting schedules
- Clear exchange terms disclosed: .23 Hudson common per Star common and 1:1 for preferred conversions
Negative
- Reporting person reduced direct beneficial ownership to 0 for both common and Series A preferred Star securities following the transactions
- Large insider holdings disposed (820,374 common; 1,182,414 preferred), which materially changes pre-merger ownership structure of Star
Insights
TL;DR: Insider's ownership in Star was reduced to zero through a merger exchange; RSUs were assumed and converted with original vesting preserved.
The Form 4 discloses that Jeff Eberwein, a named executive and director, disposed of his entire direct holdings in both Star common stock and Star Series A preferred stock as a direct result of the Merger Agreement with Hudson Global, Inc. The filing is procedural and reflects corporate control change mechanics rather than open-market selling. The conversion of restricted stock units into Hudson instruments preserves vesting schedules, indicating continuity of compensation treatment post-closing.
TL;DR: Material ownership transfer tied to merger: significant share exchanges (820,374 common; 1,182,414 preferred) occurred under the defined exchange ratios.
The transaction arises from the Merger Agreement dated May 21, 2025, under which Star shareholders received .23 shares of Hudson common for each Star common and one Hudson Series A Preferred for each Star preferred. The reported disposals reflect conversion mechanics, not open-market dispositions, and show the scale of insider equity moved into Hudson securities. This is a material corporate event affecting shareholder registers and ownership percentages.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 2,935 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 3,221 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 860 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 860 | $0.00 | -- |
| Disposition | Common Stock | 820,374 | $0.00 | -- |
| Disposition | 10% Series A Cumulative Perpetual Preferred Stock | 1,182,414 | $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") and one share of Hudson Series A Preferred Stock for each share of Star 10% Series A Cumulative Perpetual Preferred Stock on the effective date of the Merger. 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. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date. The Restricted Stock Units granted on March 25, 2025 (the "Second Grant Date") are scheduled to vest upon the first anniversary of the Second Grant Date. These Restricted Stock Units each represent the right to receive, at settlement, one share of Star 10% Series A Cumulative Perpetual Preferred Stock. These Restricted Stock Units were assumed by Hudson in the Merger and exchanged for one Hudson Restricted Stock Unit for each Star Restricted Stock Unit. The Restricted Stock Units granted on May 19, 2025 (the "Preferred Grant Date") are scheduled to vest upon the first anniversary of the Preferred Grant Date. The Restricted Stock Units granted on August 18, 2025 (the "Second Preferred Grant Date") are scheduled to vest upon the first anniversary of the Second Preferred Grant Date.
