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

Corporate Governance Expert

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.

M&A Specialist

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.

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^*

Eberwein Jeffrey E.

(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)

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

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		820,374	D	(1)	0	D
10% Series A Cumulative Perpetual Preferred Stock	08/22/2025		D		1,182,414	D	(1)	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	(2)	08/22/2025		D			2,935	(3)	(3)	Common Stock	2,935	(2)	0	D
Restricted Stock Unit	(2)	08/22/2025		D			3,221	(4)	(4)	Common Stock	3,221	(2)	0	D
Restricted Stock Unit	(5)	08/22/2025		D			860	(6)	(6)	10% Series A Cumulative Perpetual Preferred Stock	860	(5)	0	D
Restricted Stock Unit	(5)	08/22/2025		D			860	(7)	(7)	10% Series A Cumulative Perpetual Preferred Stock	860	(5)	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") 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.

2. 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.

3. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ Jeffrey E. Eberwein	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.
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FAQ

What did Jeffrey E. Eberwein report on Form 4 for STRR?

He reported disposing of 820,374 Star common shares and 1,182,414 Star Series A preferred shares on 08/22/2025 pursuant to the Merger Agreement with Hudson Global.

Why were the shares disposed according to the filing?

The dispositions were made pursuant to the Agreement and Plan of Merger dated May 21, 2025, in exchange for Hudson securities at specified ratios.

What exchange ratios were used in the merger for Star securities?

Each Star common share was exchanged for .23 Hudson common shares and each Star 10% Series A preferred was exchanged for one Hudson Series A Preferred.

What happened to Restricted Stock Units held by the reporting person?

Star RSUs were assumed by Hudson; common-stock RSUs converted into .23 Hudson RSUs per Star RSU and preferred RSUs converted 1:1 into Hudson preferred RSUs, with original vesting schedules preserved.

After the reported transactions, how many Star shares does the reporting person beneficially own?

He beneficially owns 0 shares of Star common and 0 shares of Star Series A preferred following the reported transactions.