STRR insider files Form 4: RSUs and shares converted to Hudson consideration

Rhea-AI Filing Summary

Hannah M. Bible, Chief Legal Officer of Star Equity Holdings, Inc., reported transactions on 08/22/2025 related to the company's merger with Hudson Global, Inc. She disposed of 2,984 shares of Star common stock pursuant to the Merger Agreement in exchange for 0.23 shares of Hudson common stock per Star share. Several Restricted Stock Units (RSUs) totaling 12,144 RSUs (1,638; 6,435; 4,071) were reported as disposed/assumed: Hudson assumed the RSUs and exchanged them for 0.23 Hudson RSUs per Star RSU. The filings show resulting beneficial ownership of 0 shares of Star common stock following these transactions. The RSUs referenced include staggered vesting schedules originating July 27, 2024, November 8, 2024, and March 25, 2025.

Positive

• Equity awards were assumed and converted by the acquirer (Hudson) under the Merger Agreement, preserving award value continuity.
• Filing provides clear vesting schedules

Negative

• Reporting person shows 0 shares of Star common stock
• Disposition of 2,984 shares and 12,144 RSUs

Insights

Corporate Governance Expert

TL;DR Insider reported full disposition of reported Star equity tied to a merger, with RSUs assumed and converted by the acquirer.

This Form 4 documents a post-merger insider disposition and conversion of equity awards. The reporting person, an officer, surrendered 2,984 Star shares under the Merger Agreement and had 12,144 Star RSUs assumed and converted on a 0.23-for-1 basis by Hudson. The filing clarifies vesting schedules for the RSUs but shows no remaining Star common stock beneficially owned after the exchange. From a governance perspective, the transaction appears routine and consistent with merger consideration mechanics; the filing provides necessary transparency on insider holdings changing hands due to the corporate transaction.

M&A Specialist

TL;DR Transaction reflects standard merger consideration exchange: Star equity converted to Hudson consideration with RSUs similarly assumed and re-denominated.

The disclosure indicates the Merger Agreement implemented a conversion ratio of 0.23 Hudson common shares (or RSUs) for each Star share (or RSU). The officer's reported dispositions—both vested/common shares and multiple RSU grants with defined vesting tranches—were processed as part of the closing. The filing documents how equity awards were treated at closing and references specific grant and vesting dates, which is important for assessing post-close equity economics for former Star award holders.

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^*

Bible Hannah M.

(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 Legal 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		2,984	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			1,638	(3)	(3)	Common Stock	1,638	(2)	0	D
Restricted Stock Unit	(2)	08/22/2025		D			6,435	(4)	(4)	Common Stock	6,435	(2)	0	D
Restricted Stock Unit	(2)	08/22/2025		D			4,071	(5)	(5)	Common Stock	4,071	(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	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 the Form 4 filed by Hannah M. Bible report for Star Equity Holdings (STRR)?

The Form 4 reports that on 08/22/2025 Hannah M. Bible disposed of 2,984 Star common shares and had 12,144 Star RSUs

What was the exchange ratio used in the merger for Star securities?

The Merger Agreement provided an exchange of 0.23 Hudson common shares (or RSUs) for each Star common share (or RSU) on the effective date of the merger.

Did the reporting person retain any Star common stock after the transactions?

No. The filing shows 0 shares of Star common stock beneficially owned following the reported transactions.

Which RSU grants and vesting schedules are referenced in the filing?

The filing references RSUs with vesting tranches: one set with one-third vesting on July 27, 2024 and July 27, 2025 and one-third on July 27, 2026; a grant dated 11/08/2024 vesting in three annual tranches; and a grant dated 03/25/2025 vesting in three annual tranches.

Was the Form 4 filed as an individual or joint filing?

The Form 4 was filed by one reporting person (individual filing).