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

Rhea-AI Filing Summary

Jennifer Palmer, a director of Star Equity Holdings, Inc. (STRR), reported dispositions of restricted stock units on 08/22/2025 related to the merger with Hudson Global, Inc. Palmer disposed of 1,570 Star common-stock RSUs, 1,723 additional Star common-stock RSUs, and two grants totaling 920 Star preferred-stock RSUs (two grants of 460 each). The filing states these RSUs were assumed by Hudson in the Merger and exchanged at settlement: Star common RSUs converted to 0.23 Hudson RSUs per Star RSU, while Star preferred RSUs converted to 1 Hudson RSU per Star RSU. The report shows 0 shares beneficially owned following the reported transactions for each listed grant. The Form 4 was filed by one reporting person and signed by an attorney-in-fact.

Insights

Securities Analyst

TL;DR: Director reported RSU dispositions tied to the Hudson merger; common RSUs converted at 0.23 ratio, preferred RSUs at 1:1, leaving zero Star holdings.

The Form 4 documents non-derivative disposals of restricted stock units by a director on the merger effective date, 08/22/2025. Material details include the conversion ratio for Star common-stock RSUs into Hudson RSUs (0.23:1) and a 1:1 conversion for Star 10% Series A preferred RSUs. The reported post-transaction beneficial ownership for each listed RSU grant is zero, indicating these specific Star RSUs were transferred or exchanged in full. This filing is procedural and tied directly to the merger, not an open-market sale.

Corporate Governance Expert

TL;DR: Merger-related assumption and exchange of director RSUs documented; disclosures align with standard post-merger equity treatment.

The disclosure explains that Star restricted stock units were assumed by the acquirer and exchanged pursuant to the Agreement and Plan of Merger dated May 21, 2025. Grant dates and vesting schedules for each RSU cohort are specified: Nov 22, 2024; Mar 25, 2025; May 19, 2025; and Aug 18, 2025, with one-year vesting anniversaries noted. The Form 4 was executed by an attorney-in-fact, consistent with delegated signature practices. The filing contains no additional compensatory or cash consideration details.

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^*

Palmer Jennifer

(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

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	(1)	08/22/2025		D			1,570	(2)	(2)	Common Stock	1,570	(1)	0	D
Restricted Stock Unit	(1)	08/22/2025		D			1,723	(3)	(3)	Common Stock	1,723	(1)	0	D
Restricted Stock Unit	(4)	08/22/2025		D			460	(5)	(5)	10% Series A Cumulative Perpetual Preferred Stock	460	(4)	0	D
Restricted Stock Unit	(4)	08/22/2025		D			460	(6)	(6)	10% Series A Cumulative Perpetual Preferred Stock	460	(4)	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") on the effective date of the merger (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.

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

3. 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.

4. 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.

5. 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.

6. 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.

FAQ

What did Jennifer Palmer report on Form 4 for STRR?

She reported dispositions of restricted stock units on 08/22/2025 related to the Hudson merger, including 1,570 and 1,723 common RSUs and 460+460 preferred RSUs.

How were Star RSUs converted in the merger according to the filing?

Star common-stock RSUs were exchanged for 0.23 Hudson RSUs per Star RSU; Star 10% Series A preferred-stock RSUs were exchanged at a 1:1 ratio.

What is the beneficial ownership after the reported transactions?

The Form 4 reports 0 shares beneficially owned following the reported transactions for each listed RSU grant.

When do the reported RSU grants vest?

Vesting is scheduled on the first anniversary of each grant date: Nov 22, 2024; Mar 25, 2025; May 19, 2025; and Aug 18, 2025.

Who signed the Form 4 filing?

The filing was signed by Hannah Bible, as Attorney-in-Fact, on 08/22/2025.