STRR Form 4: RSUs Assumed and Converted by Hudson After Merger
Rhea-AI Filing Summary
Insider transaction summary: This Form 4 filed for Louis A. Parks, a director of Star Equity Holdings, Inc. (STRR), reports dispositions tied to the Merger Agreement by which Star merged into Hudson Global, Inc. Parks disposed of 1,200 shares of Star common stock in exchange for Hudson common stock at a conversion rate of 0.23 Hudson shares per Star share, and various restricted stock units (RSUs) and restricted units for Star preferred stock were assumed by Hudson and converted into Hudson RSUs at the stated exchange ratios.
The filing shows Parks' beneficial ownership of the reported Star securities at zero following the transactions. Several RSU grants (November 22, 2024; March 25, 2025; May 19, 2025; August 18, 2025) are noted with scheduled one-year vesting anniversaries and were exchanged or assumed by Hudson as part of the Merger.
Positive
- Merger consideration explicitly documented: Star common shares exchanged for Hudson common stock at a 0.23 per-share ratio.
- Restricted stock units and preferred-linked RSUs were assumed by Hudson and converted as part of the Merger, preserving award treatment post-transaction.
Negative
- Reporting person’s beneficial ownership in the reported Star common stock and listed derivative holdings is reported as zero following the Merger-related dispositions.
- 1,200 shares of Star common stock were disposed of pursuant to the Merger Agreement.
Insights
TL;DR: Director reported disposition of Star common and conversion/assumption of RSUs under the merger into Hudson, leaving zero reported Star holdings.
The filing documents transaction mechanics tied directly to the Merger Agreement: 1,200 Star common shares were disposed of for Hudson common stock at a 0.23 exchange ratio, and multiple classes of Star RSUs (common and preferred-linked RSUs) were assumed and converted into Hudson RSUs. These are routine, non-market open-market dispositions effectuated as merger consideration rather than individual trading decisions. The reporting person’s post-transaction beneficial ownership of the listed Star securities is reported as zero, consistent with an acquisition-related exchange of equity and awards.
TL;DR: Transaction reflects corporate change-of-control mechanics rather than independent insider sales; awards were treated per merger terms.
The Form 4 clarifies that RSUs representing Star common and Star 10% Series A preferred were assumed by the surviving company (Hudson) and converted at specified ratios (.23 for common, 1:1 for certain preferred-linked RSUs). Vesting schedules for the grants remain noted (one-year anniversaries). From a governance perspective, the filing documents compliance with Section 16 reporting for merger consideration and does not indicate separate voluntary sales by the director outside the merger context.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 1,655 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 1,816 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 485 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 485 | $0.00 | -- |
| Disposition | Common Stock | 1,200 | $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. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date. 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. 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. 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. 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.
