Star Equity Holdings Inc SEC Filings

Heartland Advisors, Inc., Heartland Holdings, Inc., and William R. Nasgovitz reported ownership of 170,584 shares of Hudson Global, Inc. common stock, representing 4.9% of the class. The filing states the reported shares are held with shared voting and dispositive power and were acquired and are held in the ordinary course of business, not to influence control of the issuer.

The Schedule 13G/A names Heartland Advisors as an SEC-registered investment adviser and identifies Heartland Holdings as the parent company and Mr. Nasgovitz as the control person. Contact information for the reporting persons and incorporated exhibits for a joint filing agreement and power of attorney are referenced.

Star Equity Holdings entered into a merger under which it became a wholly owned subsidiary of Hudson Global and its public common stock was delisted and deregistered. Under the merger terms, each outstanding Star common share was converted into the right to receive 0.23 shares of Hudson common stock (with cash paid in lieu of fractional shares) and each outstanding Star preferred share was converted into the right to receive one share of Hudson 10% Series A Cumulative Perpetual preferred stock. The reporting person, Jeffrey E. Eberwein, reports beneficial ownership of 0 shares and discloses that he ceased to be a beneficial owner of more than 5% of Star's common stock as a result of the merger. The filing amends the prior Schedule 13D disclosures to reflect these transaction effects.

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.

Jeffrey E. Eberwein, Executive Chairman, Director and 10% owner of Star Equity Holdings, Inc. (STRR), reported transactions on 08/22/2025 disposing of his holdings pursuant to the Merger Agreement with Hudson Global, Inc.

He disposed of 820,374 shares of Star common stock and 1,182,414 shares of Star 10% Series A Cumulative Perpetual Preferred Stock, resulting in 0 shares beneficially owned following the transactions. Certain Restricted Stock Units were assumed and converted by Hudson at specified ratios (.23 for common-stock RSUs; 1:1 for preferred RSUs) and remain subject to original vesting schedules.

Richard K. Coleman Jr., Chief Executive Officer of Star Equity Holdings, Inc., reported multiple disposals on 08/22/2025 related to the company's merger into Hudson Global, Inc. He disposed of 44,233 shares of Star common stock and 2,500 shares of Star 10% Series A Cumulative Perpetual Preferred Stock in exchange for Hudson securities under the Merger Agreement, resulting in zero Star common and preferred shares beneficially owned following the transactions.

Several Restricted Stock Units (5,051; 19,499; 12,813) were also recorded as disposed/assumed and exchanged for 0.23 Hudson Restricted Stock Units per Star RSU. The filings show the vesting schedules for the RSU grants and confirm the transactions were effected pursuant to the Merger Agreement.

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.

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.

Form 4 filing by Todd Michael Fruhbeis, a director of Star Equity Holdings, Inc. (STRR). The filing reports transactions tied to the Merger Agreement dated May 21, 2025, under which Star merged into Hudson Global, Inc. On 08/22/2025 Mr. Fruhbeis disposed of 3,303 shares of Star common stock in exchange for 0.23 shares of Hudson common stock per Star share and disposed of 4,576 shares of Star 10% Series A Cumulative Perpetual Preferred Stock in exchange for 4,576 shares of Hudson Series A Preferred Stock. Several Restricted Stock Units (RSUs) for Star common stock and Star preferred stock were assumed by Hudson and converted: Star RSUs for common stock were exchanged for 0.23 Hudson RSUs each and Star RSUs for preferred stock were exchanged one-for-one for Hudson RSUs. The RSUs retain original vesting schedules (one-year anniversaries of their grant dates). The post-transaction beneficial ownership reported for each class is zero.