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

Rhea-AI Filing Summary

Insider transaction linked to merger: This Form 4 reports that Butcher Thatcher, an officer (President - KBS) of Star Equity Holdings, Inc. (ticker STRR), recorded dispositions on 08/22/2025 that reduced his holdings of Star common stock and restricted stock units to zero.

The filing shows 7,345 shares of Star common stock were disposed. Two grants of Restricted Stock Units (1,714 and 3,187 RSUs) were also disposed and reflected as 0 shares owned following the transactions. The Explanation states these dispositions occurred pursuant to the Agreement and Plan of Merger dated May 21, 2025, under which Star shares and RSUs were exchanged for 0.23 shares (or 0.23 restricted stock units) of Hudson Global, Inc. per Star share/RSU. The RSUs had staggered vesting schedules as described in the filing.

Positive

• Clear disclosure of the disposition reason tied to the Merger Agreement, including the exchange ratio of 0.23 for each Star security
• RSU vesting schedules and conversion treatment are explicitly stated, aiding transparency about future vesting obligations

Negative

• None.

Insights

M&A Specialist

TL;DR: Transactions are merger-related conversions of equity into Hudson consideration; they reflect contractual exchange, not market sales.

The Form 4 discloses that equity holdings held by an officer were disposed of on the merger effective date and converted under the Merger Agreement into Hudson common stock or Hudson RSUs at an exchange ratio of 0.23 per Star security. This is a common post-closing housekeeping filing where legacy company equity is surrendered and replaced by acquirer consideration. The filing notes the RSUs were assumed and exchanged by Hudson and documents original vesting schedules, which remain relevant for future Hudson vesting treatment.

Corporate Governance Expert

TL;DR: Filing documents an officer-level, contract-driven disposition tied to a merger; disclosure complies with Section 16 reporting.

The report identifies the reporting person, relationship to issuer, and the precise securities affected (common stock and two RSU grants) with post-transaction ownership shown as zero. The Explanation cites the Merger Agreement as the cause and specifies the exchange ratio and assumption of RSUs. For governance and compliance purposes, the Form 4 provides the necessary transparency about insider holdings changing due to a corporate transaction rather than a voluntary market sale.

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^*

Butcher Thatcher

(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)
	President - KBS

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		7,345	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			1,714	(3)	(3)	Common Stock	1,714	(2)	0	D
Restricted Stock Unit	(2)	08/22/2025		D			3,187	(4)	(4)	Common Stock	3,187	(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 March 1, 2024, one-third of the Restricted Stock Units vested on March 1, 2025, and one-third of the Restricted Stock Units are scheduled to vest on March 1, 2026, subject to the Reporting Person continuing to provide service through such date.

4. As to this grant, one-third of the Restricted Stock Units vested on March 13, 2025, one-third of the Restricted Stock Units are scheduled to vest on March 13, 2026, and one-third of the Restricted Stock Units are scheduled to vest on March 13, 2027, subject to the Reporting Person continuing to provide service through such 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 Butcher Thatcher report on Form 4 for STAR EQUITY HOLDINGS (STRR)?

The Form 4 reports dispositions on 08/22/2025 of 7,345 shares of common stock and two RSU grants of 1,714 and 3,187, leaving 0 holdings following the transactions.

Why were the shares and RSUs disposed according to the filing?

The filing states the dispositions occurred pursuant to the Agreement and Plan of Merger dated May 21, 2025, under which Star securities were exchanged for Hudson consideration at a ratio of 0.23 per Star security.

Did the RSUs retain vesting conditions after the merger?

The filing notes the original RSU awards had staggered vesting schedules (one-third on stated dates) and that Hudson assumed and exchanged the RSUs for Hudson RSUs; specific future vesting remains subject to service through scheduled dates.

What relationship does the reporting person have to Star Equity?

Butcher Thatcher is reported as an Officer with title President - KBS and is listed on the Form 4 as the sole reporting person for these transactions.

Does the Form 4 indicate market sales by the insider?

No. The Explanation attributes the dispositions to the contractual exchange under the Merger Agreement rather than open-market sales.