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

Rhea-AI Filing Summary

David J. Noble, Chief Financial Officer of Star Equity Holdings, Inc. (STRR), reported transactions on 08/22/2025 related to the company’s merger with Hudson Global, Inc. He disposed of 28,466 shares of Star common stock pursuant to the Merger Agreement in exchange for 0.23 shares of Hudson common stock per Star share. Additionally, three tranches of Star Restricted Stock Units (3,413; 15,843; and 10,140 units) were assumed by Hudson and converted on the same exchange ratio into Hudson Restricted Stock Units, leaving the reporting person with 0 shares of Star common stock following these transactions. The Form 4 was signed by an attorney-in-fact on 08/22/2025.

Positive

• Clear disclosure of merger exchange terms and exact share amounts disposed (28,466 shares).
• RSU treatment disclosed: specific unit counts (3,413; 15,843; 10,140) and vesting schedules provided.
• Compliance with Section 16: Form 4 filed with transaction date and signature by attorney-in-fact.

Negative

• Reporting person’s Star common stock ownership reduced to zero following the merger exchange.
• No cash consideration disclosed—shareholders received Hudson stock equivalents at a 0.23 exchange ratio, which may dilute direct ownership continuity in Star equity.

Insights

Securities Analyst

TL;DR: CFO disposed of Star common shares and Star RSUs were converted under the merger into Hudson equivalents at a 0.23 exchange ratio.

The transaction is a merger-related disposition rather than an open-market sale, reflecting the exchange terms specified in the Merger Agreement between Star Equity Holdings and Hudson Global. The reporting person’s direct beneficial ownership in Star common stock is reduced to zero following the exchange of 28,466 shares and conversion of Restricted Stock Units into Hudson RSUs. This is a procedural ownership change tied to corporate action, not a discretionary liquidity event disclosed as a sale.

Corporate Governance Expert

TL;DR: Insider filing documents merger-driven equity conversion and RSU assumption—standard corporate governance disclosure for a transaction of record.

The Form 4 appropriately discloses the nature of the disposition as pursuant to the Merger Agreement and describes vesting schedules for the assumed RSUs. The filing shows compliance with Section 16 reporting: transaction date, amounts, and the conversion mechanics are specified. No additional compensatory grants or unusual retention arrangements are disclosed beyond the assumed RSU conversions and stated vesting timelines.

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^*

Noble David J.

(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 Financial 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		28,466	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			3,413	(3)	(3)	Common Stock	3,413	(2)	0	D
Restricted Stock Unit	(2)	08/22/2025		D			15,843	(4)	(4)	Common Stock	15,843	(2)	0	D
Restricted Stock Unit	(2)	08/22/2025		D			10,140	(5)	(5)	Common Stock	10,140	(2)	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. 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. 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.

4. 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.

5. 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/ 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 David J. Noble report on Form 4 for STRR?

The Form 4 reports that on 08/22/2025 David J. Noble disposed of 28,466 Star common shares pursuant to the Merger Agreement and that Star Restricted Stock Units were assumed and converted by Hudson.

Why were the Star shares disposed of according to the filing?

The filing states the shares were disposed of pursuant to the Agreement and Plan of Merger with Hudson Global, in exchange for 0.23 shares of Hudson common stock per Star share.

What happened to the Star Restricted Stock Units (RSUs)?

Three RSU grants totaling 29,396 units (3,413; 15,843; 10,140) were assumed by Hudson and exchanged for Hudson Restricted Stock Units at the 0.23 exchange ratio; vesting schedules are disclosed in the filing.

What is the reporting person’s beneficial ownership of Star common stock after the transaction?

The Form 4 reports 0 shares of Star common stock beneficially owned by the reporting person following the reported transactions.

Who signed the Form 4 and when?

The Form 4 was signed by Hannah Bible, as Attorney-in-Fact, and dated 08/22/2025.