STRR Form 4: CFO's Shares Converted in Hudson Global Merger at 0.23 Ratio
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 3,413 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 15,843 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 10,140 | $0.00 | -- |
| Disposition | Common Stock | 28,466 | $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"). 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. 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. 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. 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.
