[SCHEDULE 13D/A] Star Equity Holdings, Inc. Series A Cumulative Perpetual Preferred Stock SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Merger completed resulting in conversion of Star shares into Hudson securities, providing a defined exchange ratio for holders
• Clear treatment of fractional shares with cash paid in lieu, avoiding fractional-ownership complications
• Reporting updated to reflect current beneficial ownership (0 shares), improving disclosure accuracy

Negative

• Star Common Stock delisted and deregistered, eliminating public trading and periodic reporting for Star
• Reporting person ceased to own >5% of the issuer, indicating loss of prior significant stake and influence

Insights

Financial Analyst

TL;DR: Merger converted Star equity into Hudson securities; reporting person now holds no Star shares, removing prior >5% stake.

The amendment documents a corporate-control transaction that materially alters equity ownership and liquidity for Star holders by converting shares into Hudson securities and delisting Star. For investors, the key facts are the conversion ratios: 0.23 Hudson common per Star common and 1:1 Hudson Series A Preferred per Star preferred, plus cash in lieu for fractional shares. The reporting person no longer holds Star common shares, and the filing restates beneficial ownership counts to zero based on issuer-provided share data.

Corporate Governance Expert

TL;DR: Transaction completed; governance shifted as Star became a Hudson subsidiary and Star’s public reporting ceased.

The amendment clarifies that Star’s governance and reporting obligations have effectively ended as a standalone public company due to the merger and subsequent delisting and deregistration. This filing appropriately updates Schedule 13D ownership disclosures, noting cessation of >5% ownership status by the reporting person and confirming no voting or dispositive powers over Star common stock following the transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Star Equity Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85513Q301

(CUSIP Number)

JEFFREY E. EBERWEIN
53 Forest Avenue, Suite 101
Old Greenwich, CT, 06870
203-489-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 85513Q301

1

Name of reporting person

JEFFREY E. EBERWEIN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Star Equity Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 53 FOREST AVENUE, SUITE 101, OLD GREENWICH, CONNECTICUT , 06870.
Item 1 Comment: The following constitutes Amendment No. 11 (the "Amendment No. 11") to the Schedule 13D filed by the undersigned with the Securities Exchange Commission on December 20, 2021 and the amendments thereto. This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby supplemented as follows: On May 21, 2025, Star Equity Holdings, Inc. ("Star") entered into an Agreement and Plan of Merger, dated as of May 21, 2025 (the "Merger Agreement"), by and among Hudson Global, Inc. ("Hudson"), Star and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson ("Merger Sub"). Upon the terms and subject to the conditions of the Merger Agreement, on August 22, 2025, at the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into Star, with Star continuing as the surviving corporation of the Merger, as a wholly owned subsidiary of Hudson. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of Star issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Hudson common stock and (ii) each share of preferred stock of Star issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Hudson 10% Series A Cumulative Perpetual preferred stock ("Hudson Series A Preferred Stock"). No fractional shares of Hudson common stock were issued in the Merger, and Star stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement. As a result of the closing of the Merger, Star's Common Stock was delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(e) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Person is based upon 0 Shares outstanding as of August 22, 2025, which is the total number of Shares outstanding based on information provided by the Issuer to the Reporting Person. As of the close of business on August 22, 2025, Mr. Eberwein beneficially owned 0 Shares . Percentage: 0.0%
(b)	1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0
(c)	Except as described herein, the Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Amendment No. 11.
(e)	The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on August 22, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JEFFREY E. EBERWEIN

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein
Date:	08/22/2025

FAQ

What did the Schedule 13D/A filed by Jeffrey E. Eberwein disclose regarding STRRP?

The amendment discloses that Star Equity was merged into Hudson Global, Star common shares were converted into 0.23 shares of Hudson common stock, Star preferred into one Hudson Series A Preferred, and the reporting person now beneficially owns 0 Star shares.

What happened to Star Equity’s listing and registration?

As a result of the merger, Star Equity’s common stock was delisted from Nasdaq and deregistered under the Exchange Act.

How were fractional shares handled in the merger?

No fractional Hudson common shares were issued; Star stockholders received cash in lieu of fractional shares per the merger agreement.

Does the reporting person retain voting or dispositive power over Star common stock?

No. The amendment reports 0 sole and 0 shared voting and dispositive powers with aggregate beneficial ownership of 0 shares (0.0%).

What conversion ratios were applied to Star common and preferred shares?

Each Star common share converted into the right to receive 0.23 Hudson common shares; each Star preferred share converted into the right to receive one Hudson 10% Series A Cumulative Perpetual preferred share.