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STRR Form 4: Director Disposes of Common and Series A Preferred in Merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 filing by Todd Michael Fruhbeis, a director of Star Equity Holdings, Inc. (STRR). The filing reports transactions tied to the Merger Agreement dated May 21, 2025, under which Star merged into Hudson Global, Inc. On 08/22/2025 Mr. Fruhbeis disposed of 3,303 shares of Star common stock in exchange for 0.23 shares of Hudson common stock per Star share and disposed of 4,576 shares of Star 10% Series A Cumulative Perpetual Preferred Stock in exchange for 4,576 shares of Hudson Series A Preferred Stock. Several Restricted Stock Units (RSUs) for Star common stock and Star preferred stock were assumed by Hudson and converted: Star RSUs for common stock were exchanged for 0.23 Hudson RSUs each and Star RSUs for preferred stock were exchanged one-for-one for Hudson RSUs. The RSUs retain original vesting schedules (one-year anniversaries of their grant dates). The post-transaction beneficial ownership reported for each class is zero.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider disposed of equity holdings due to a merger; RSUs were converted and retain original vesting schedules.

The Form 4 documents that the director, Todd M. Fruhbeis, relinquished direct beneficial ownership of Star common and Star Series A preferred shares as part of the merger consideration on 08/22/2025. The filing states exact exchange terms for common stock (0.23 Hudson common per Star common) and an exchange of Star preferred for Hudson Series A preferred on a one-for-one basis for the preferred shares reported. Restricted Stock Units were assumed by Hudson and converted according to the stated ratios, with vesting tied to the original grant-date anniversaries. This filing is a routine Section 16 disclosure reflecting the corporate transaction rather than an opportunistic trade by the reporting person.

TL;DR: Merger consideration was implemented; equity and RSU conversions executed per the Merger Agreement.

The Form 4 confirms implementation of merger consideration terms: Star common shares were exchanged at a fixed ratio into Hudson common shares and Star preferred shares into Hudson Series A preferred shares. The filing also documents assumption and conversion of multiple classes of RSUs, preserving their vesting schedules. These disclosures are material to shareholders because they record the immediate ownership changes resulting from the merger and show how equity awards were treated in the transaction.

Insider Fruhbeis Todd Michael
Role Director
Type Security Shares Price Value
Disposition Restricted Stock Unit 1,485 $0.00 $0.00
Disposition Restricted Stock Unit 2,004 $0.00 $0.00
Disposition Restricted Stock Unit 535 $0.00 $0.00
Disposition Restricted Stock Unit 535 $0.00 $0.00
Disposition Common Stock 3,303 $0.00 $0.00
Disposition 10% Series A Cumulative Perpetual Preferred Stock 4,576 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 0 shares (Direct); 10% Series A Cumulative Perpetual Preferred Stock — 0 shares (Direct)
Footnotes (8)
  1. F1. 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. F2. Disposed of pursuant to the Merger in exchange for 4,576 shares of Hudson Series A Preferred Stock.
  3. F3. 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. F4. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date.
  5. F5. 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.
  6. F6. 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.
  7. F7. 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.
  8. F8. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Todd M. Fruhbeis report on Form 4 for STRR?
He reported dispositions of 3,303 Star common shares and 4,576 Star Series A preferred shares on 08/22/2025 tied to the Merger Agreement, plus conversion of several RSUs.

What exchange ratio was applied to Star common stock in the merger?
Each Star common share was exchanged for 0.23 shares of Hudson common stock, as stated in the filing.

How were Star Restricted Stock Units treated in the merger?
Star RSUs were assumed by Hudson and converted: Star common-stock RSUs converted to 0.23 Hudson RSUs each; Star preferred-stock RSUs converted one-for-one to Hudson RSUs, with original vesting schedules intact.

What is the post-transaction beneficial ownership for the reported securities?
The filing reports zero beneficial ownership following the reported transactions for each listed class of securities.

When do the converted RSUs vest?
Vesting remains tied to the original grant-date anniversaries: November 22, 2024 grants vest on their first anniversary; March 25, 2025 grants vest on their first anniversary; May 19, 2025 and August 18, 2025 preferred RSU grants vest on their first anniversaries.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Fruhbeis Todd Michael
(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 10% Owner
Officer (give title below) Other (specify below)
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 3,303 D (1) 0 D
10% Series A Cumulative Perpetual Preferred Stock 08/22/2025 D 4,576 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 1,485 (4) (4) Common Stock 1,485 (3) 0 D
Restricted Stock Unit (3) 08/22/2025 D 2,004 (5) (5) Common Stock 2,004 (3) 0 D
Restricted Stock Unit (6) 08/22/2025 D 535 (7) (7) 10% Series A Cumulative Perpetual Preferred Stock 535 (6) 0 D
Restricted Stock Unit (6) 08/22/2025 D 535 (8) (8) 10% Series A Cumulative Perpetual Preferred Stock 535 (6) 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 4,576 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. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date.
5. 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.
6. 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.
7. 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.
8. 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/ Hannah Bible, as Attorney-in-Fact 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.

Source: View Original Filing on SEC EDGAR