Form 4: Star Equity Director Disposes Shares in Hudson Merger

Star Equity Holdings director Todd Michael Fruhbeis disposed of all his Star Equity common and preferred stock, and restricted stock units, as part of the merger with Hudson Global, Inc.

Summary

• Todd Michael Fruhbeis, a Director of Star Equity Holdings, Inc. (STRR), disposed of all his beneficial ownership in Star Equity securities on August 22, 2025.
• The dispositions were made pursuant to the Agreement and Plan of Merger, dated May 21, 2025, between Star Equity Holdings, Inc. and Hudson Global, Inc. (Hudson).
• 3,303 shares of Star Equity Common Stock were disposed of in exchange for 0.23 shares of Hudson common stock for each Star share.
• 4,576 shares of Star Equity 10% Series A Cumulative Perpetual Preferred Stock were disposed of in exchange for 4,576 shares of Hudson Series A Preferred Stock.
• Restricted Stock Units (RSUs) representing 1,485 and 2,004 shares of Star common stock were disposed of, assumed by Hudson, and exchanged for 0.23 Hudson Restricted Stock Units for each Star RSU.
• Restricted Stock Units representing 535 and 535 shares of Star 10% Series A Cumulative Perpetual Preferred Stock were disposed of, assumed by Hudson, and exchanged for one Hudson Restricted Stock Unit for each Star RSU.
• Following these transactions, the reporting person holds 0 shares of Star Equity Common Stock, 0 shares of Star Equity 10% Series A Cumulative Perpetual Preferred Stock, and 0 Star Equity Restricted Stock Units.

Sentiment

Score: 7

Explanation: The filing reports the expected and successful completion of a merger, leading to the conversion of securities. This is a standard and generally positive outcome for shareholders and equity incentive holders in an acquisition scenario.

Positives

• The successful completion of the merger provides a clear exit strategy and liquidity for Star Equity Holdings shareholders.
• Restricted Stock Units held by the director were assumed by Hudson Global, ensuring the continuity of equity incentives post-merger.
• The exchange of Star Equity Preferred Stock for an equivalent amount of Hudson Series A Preferred Stock maintains the director's preferred equity position in the combined entity.

Future Outlook

The reporting person's Star Equity Holdings securities have been fully disposed of and converted into Hudson Global, Inc. securities or rights as a result of the merger. The assumed Hudson Restricted Stock Units are scheduled to vest on the first anniversary of their original grant dates.

Industry Context

This transaction reflects the finalization of a merger and acquisition event, a common strategy for companies seeking to achieve scale, market consolidation, or strategic alignment within their respective industries. The conversion of securities indicates a seamless transition of ownership for the acquired entity's stakeholders into the acquiring company.

Stakeholder Impact

• Shareholders of Star Equity Holdings, including the reporting director, have had their common stock converted into Hudson Global common stock and preferred stock converted into Hudson Global preferred stock.
• Holders of Star Equity Restricted Stock Units have had their units assumed and converted into Hudson Global Restricted Stock Units, preserving their equity incentives.

Next Steps

• Vesting of the assumed Hudson Global Restricted Stock Units on their respective anniversary dates.

Key Dates

Keywords

Star Equity Holdings, Hudson Global, Merger, Form 4, Insider Transaction, Beneficial Ownership, STRR, HSON, Restricted Stock Units, Corporate Governance