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0001210708falsetrue00012107082025-11-132025-11-130001210708us-gaap:CommonStockMemberexch:XNAS2025-11-132025-11-130001210708us-gaap:SeriesAPreferredStockMemberexch:XNAS2025-11-132025-11-130001210708strr:PreferredSharePurchaseRightsMember2025-11-132025-11-13



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2025
 

Star Equity Holdings, Inc.
(Exact name of registrant as specified in charter)
 

Delaware 001-38704 59-3547281
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

53 Forest Avenue, Suite 101
Old Greenwich, CT 06870
(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code (203) 489-9500
N/A
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value STRR The NASDAQ Stock Market LLC
Series A Preferred Stock, $0.001 par value STRRP The NASDAQ Stock Market LLC
Preferred Share Purchase Rights
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).




Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 13, 2025, Star Equity Holdings, Inc. (the "Company") issued a press release announcing its financial results for the three months ended September 30, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, on November 13, 2025, the Company issued a presentation supplementary to its press release, which presentation is furnished herewith as Exhibit 99.2.
 
The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits

The exhibit listed in the following Exhibit Index is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:

EXHIBIT INDEX

99.1    Press Release of Star Equity Holdings, Inc. issued on November 13, 2025.

99.2    Earnings Presentation issued on November 13, 2025

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

1



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
STAR EQUITY HOLDINGS, INC
 (Registrant)
   
By: /s/ JEFFREY E. EBERWEIN
  Jeffrey E. Eberwein
  Chief Executive Officer
   
  Dated: November 13, 2025

2
EX-99.1 2 strr202509308kex991.htm EX-99.1 Document


Exhibit 99.1
strrlogojpega.jpg
For Immediate Release            

Star Equity Holdings Reports 2025 Third Quarter Results

OLD GREENWICH, CT - November 13, 2025 - Star Equity Holdings, Inc. (Nasdaq: STRR and STRRP) ("Star" or the "Company") formerly, Hudson Global, Inc. (Nasdaq: HSON and HSONP), a diversified holding company, announced today financial results for the third quarter ended September 30, 2025.

2025 Third Quarter Summary

•Revenue of $48.0 million increased 30.1% from the third quarter of 2024.
•Gross profit $20.6 million increased 10.9% from the third quarter of 2024.
•Net loss was $1.8 million, or $0.54 per diluted share, compared to net loss of $0.8 million, or $0.28 per diluted share, for the third quarter of 2024. Adjusted net income per diluted share (non-GAAP measure)* was $0.02 compared to adjusted net loss per diluted share of $0.13 in the third quarter of 2024. Pro forma adjusted net income per diluted share was $0.19 compared to pro forma adjusted net loss per diluted share of $0.54 in the third quarter of 2024.
•Adjusted EBITDA (non-GAAP measure)* increased to $1.3 million versus adjusted EBITDA of $0.8 million in the third quarter of 2024; pro forma adjusted EBITDA was $3.1 million versus $0.6 million in the third quarter of 2024.
•Total cash including restricted cash was $18.5 million at September 30, 2025.

Jeff Eberwein, CEO of Star, noted, “Third quarter results reflect the impact of our recent merger, with revenue, gross profit, and Adjusted EBITDA all increasing year over year, largely due to the inclusion of the acquired company’s results beginning August 22, 2025. Adjusted net income per diluted share was $0.02 in Q3 2025, compared to a loss of $0.13 in Q3 2024 marking a turnaround in bottom-line profitability and an encouraging early signal of the combined company’s earnings potential.”

Jake Zabkowicz, Global CEO of Hudson Talent Solutions ("HTS"), added, “Our Business Services segment continued to perform well despite a challenging macroeconomic backdrop. Both third quarter and year-to-date gross profit increased slightly compared to last year, even as the broader talent acquisition industry has contracted in 2025 versus 2024. This outperformance demonstrates the resilience of our business model and the strength of our client relationships. I’m also proud that HTS was named to the Baker’s Dozen for the 17th consecutive year, achieving our highest-ever overall ranking, and recognized as number one in the Asia-Pacific region for the third consecutive year. These distinctions reflect our consistent performance, global reach, and unwavering focus on delivering excellence for our clients.”

Rick Coleman, COO of Star, added, “Our Building Solutions segment delivered strong performance, capitalizing on the rebound in commercial construction demand while navigating continued softness in residential markets. The performance underscores our ability to adapt to evolving industry dynamics and flex our orientation towards higher-growth markets.

Our Energy Services segment achieved particularly strong results despite a broader slowdown across the energy sector. The strong performance was driven by exceptional sales execution, disciplined cost management, and strategic capital investments in ADT’s drilling tool inventory and service capabilities. These initiatives not only increased sales and utilization rates but also enhanced our market positioning and customer satisfaction."

Mr. Eberwein concluded, “Following the recent merger, we are operating from a stronger, more diversified platform with increased scale, broader end-market exposure, and improved operating leverage. The integration is progressing well, and we are already realizing efficiencies across shared services. Across all our operating segments, we are focused on operational excellence, prudent capital allocation, and a disciplined approach to growth. We believe that our stock price remains undervalued, and in the third quarter we repurchased approximately 8% of our outstanding shares. Our Board of Directors also authorized a new share repurchase program, reinforcing our confidence in the long-term value of the business and our commitment to growing value per share.

Looking ahead, we are well positioned to drive long-term shareholder value through a balanced mix of organic growth, disciplined capital allocation, and accretive acquisitions. We continue to evaluate acquisition opportunities that align with our diversified holding company strategy, focusing on scalable, cash-generating businesses with strong management teams and sustainable competitive advantages. Together, these efforts are strengthening Star's foundation for sustainable, profitable expansion.”


* The Company provides non-GAAP measures as a supplement to financial results based on accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA, EBITDA, adjusted net income or loss, and adjusted net income or loss per diluted share are defined in the segment tables at the end of this release and a reconciliation of such non-GAAP measures to the most directly comparable GAAP measures is included within such segment tables.
1


Segment Highlights

As a result of the Merger (as defined below), reported results for the third quarter 2025 Building Solutions and Energy Services segments reflect activity from August 22, 2025 through September 30, 2025.

Building Solutions

Third quarter Building Solutions revenue was $9.6 million and gross profit was $1.7 million. Adjusted EBITDA was $0.6 million.

Pro forma ("PF")(1) Building Solutions revenue was $21.4 million, up from $13.7 million in the third quarter of 2024, and PF gross profit was $5.3 million versus $2.8 million in the prior year quarter. PF adjusted EBITDA was $2.6 million, up from adjusted EBITDA of $0.7 million a year ago.

Building Solutions quarter-end backlog was $20.0 million, and the trailing 12-month book-to-bill ratio was 1.01.

Business Services

Third quarter 2025 Business Services revenue was $37.0 million, up from $36.9 million in the prior year quarter, while gross profit of $18.6 million was flat versus a year ago. Business Services adjusted EBITDA was $1.7 million, which was flat versus last year's third quarter.

Regionally, APAC and Americas gross profit grew 9% and 5%, respectively. This growth was offset by EMEA, where gross profit declined by 25%.

Energy Services

Third quarter 2025 Energy Services revenue was $1.3 million. Gross profit was $0.3 million. Energy Services adjusted EBITDA was $0.1 million in the third quarter.

PF Energy Services revenue for the third quarter of 2025 was $3.7 million and PF gross profit was $1.5 million. Third quarter 2025 PF adjusted EBITDA was $1.0 million.


(1) Pro forma Building Solutions and Energy Services results for the full third quarter of 2025 as opposed to August 22, 2025 through September 30, 2025. These results are compared to Building Solutions division results from Star Operating Companies, Inc. for the third quarter of 2024. No comparison is provided for Energy Services as that division did not exist at Star Operating Companies, Inc. until March 2025.
3


Corporate Costs

In the third quarter of 2025, the Company's corporate costs were $1.2 million, up from $0.9 million in the prior year quarter. Corporate costs in the third quarter of 2025 and 2024 excluded non-recurring expenses of $1.3 million and $0.1 million, respectively. The increase in non-recurring expenses was primarily driven by the Merger.

Liquidity and Capital Resources

The Company ended the third quarter of 2025 with $18.5 million in cash, including $3.2 million in restricted cash. The Company used $2.7 million in cash flow from operations during the third quarter of 2025 compared to using $1.3 million in cash flow from operations in the third quarter of 2024.

Share Repurchase Program

As announced previously, the Company completed its $5 million common stock share repurchase program authorized in August 2023. In addition, the Company's Board of Directors authorized a new $3 million repurchase program in September 2025.

The Company has repurchased approximately $10 million worth of common stock since 2020, including a recent block purchase of approximately 8% of its outstanding shares, and continues to view share repurchases as an attractive use of capital.

NOL Carryforward

As of December 31, 2024, Star had $240 million of usable net operating losses (“NOL”) in the U.S., which the Company considers to be a very valuable asset for its stockholders. In order to protect the value of the NOL for all stockholders, the Company has a rights agreement and charter amendment in place that limit beneficial ownership of Star common stock to 4.99%. Stockholders who wish to own more than 4.99% of Star common stock, or who already own more than 4.99% of Star common stock and wish to buy more, may only acquire additional shares with the Board’s prior written approval.

Conference Call/Webcast

The Company will conduct a conference call today, Thursday, November 13, 2025 at 10:00 a.m. ET to discuss this announcement. Individuals wishing to listen can access the webcast on the investor information section of the Company's web site at www.starequity.com.

If you wish to join the conference call, please use the dial-in information below:
•Toll-Free Dial-In Number: (833) 890-6161
•International Dial-In Number: (412) 504-9848

The archived call will be available on the investor relations section of the Company's website at www.starequity.com.
4


About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company that seeks to build long-term shareholder value by acquiring, managing, and growing businesses with strong fundamentals and market opportunities. Its current structure comprises four segments: Building Solutions, Business Services, Energy Services, and Investments. For more information visit www.starequity.com.

On August 22, 2025, the Company completed its previously announced acquisition of Star Operating Companies, Inc. (“Star Operating”, formerly known as Star Equity Holdings, Inc.), pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among the Company, Star Operating and HSON Merger Sub, Inc., a wholly owned subsidiary of the Company (“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 pursuant to the Merger Agreement (the “Merger”), Merger Sub merged with and into Star Operating, with Star Operating continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Company. Effective September 5, 2025, the Company changed (i) its name to Star Equity Holdings, Inc. and (ii) its trading symbols on Nasdaq to STRR and STRRP.

Building Solutions
The Building Solutions division operates in three niches: (i) modular building manufacturing; (ii) structural wall panel and wood foundation manufacturing, including building supply distribution operations; and (iii) glue-laminated timber (glulam) column, beam, and truss manufacturing.

Business Services
The Business Services division provides flexible and scalable recruitment solutions to a global clientele, servicing organizations at all levels, from entry-level positions to the C-suite. The division focuses on mid-market and enterprise organizations worldwide, partnering consultatively with talent acquisition, HR, and procurement leaders to build diverse, high-impact teams and drive business success.

Energy Services
The Energy Services division engages in the rental, sale, and repair of downhole tools used in the oil and gas, geothermal, mining, and water-well industries.

Investments
The Investments division manages and finances the Company’s real estate assets as well as its investment positions in private and public companies.

Investor Relations:
The Equity Group
Lena Cati
(212) 836-9611
lcati@theequitygroup.com

Forward-Looking Statements
This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and
expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) the Company’s ability to successfully achieve its strategic initiatives, (3) risks related to potential acquisitions or dispositions of businesses by the Company, (4) risks related to the market price of the Company’s common stock relative to the value paid pursuant to the Merger Agreement, (5) unexpected costs, charges or expenses resulting from the Merger, (6) potential adverse reactions or changes to business relationships resulting from the completion of the Merger, (7) risks related to the inability of the combined company to successfully operate as a combined business, (8) risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including with respect to future financial and operating results, (9) risks related to fluctuations in the Company’s operating results from quarter to quarter due to various factors such as rising inflationary pressures and interest rates, (10) the loss of or material reduction in our business with any of the Company’s largest customers, (11) the ability of clients to terminate their relationship with the Company at any time, (12) competition in the Company’s markets, (13) the negative cash flows and operating losses that may recur in the future, (14) risks relating to how future credit facilities may affect or restrict our operating flexibility, (15) risks associated with the Company’s investment strategy, (16) risks related to international operations, including foreign currency fluctuations, political events, trade wars, natural disasters or health crises, including the Russia-Ukraine war, and potential conflict in the Middle East, (17) the Company’s dependence on key management personnel, (18) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (19) the Company’s ability to collect accounts receivable, (20) the Company’s ability to maintain costs at an acceptable level, (21) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (22) risks related to providing uninterrupted service to clients, (23) the Company’s exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the Company’s business reorganization initiatives, and limits on related insurance coverage, (24) the Company’s ability to utilize net operating loss carryforwards, (25) volatility of the Company’s stock price, (26) the impact of government regulations and deregulation efforts, (27) restrictions imposed by blocking arrangements, (28) risks related to the use of new and evolving technologies, (29) the adverse impacts of cybersecurity threats and attacks, (30) risks associated with our real estate ownership, (31) risks associated with the costs and availability of supplies and materials due to trade tariffs or other factors affecting the commodities and materials we use in our business, (32) risks associated with liability claims and disputes, (33) risks associated with restrictions on our operations caused by our indebtedness, (34) risks associated with the shutdown of the U.S. federal government, (35) risks associated with changes in tax laws or relations, and (36) those risks set forth in “Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.” The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this press release. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. These forward-looking statements speak only as of the date of this press release. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.


Financial Tables Follow
5


STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited) 

Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Revenues:
Building Solutions $ 9,603  $ —  $ 9,603  $ — 
Business Services 37,038  36,853  104,445  106,456 
Energy Services 1,318  —  1,318  — 
Investments —  —  —  — 
Total revenues 47,959  36,853  115,366  106,456 
Cost of revenues:
Building Solutions 7,919  —  7,919  — 
Business Services 18,408  18,250  50,782  53,908 
Energy Services 972  —  972  — 
Investments 33  —  33  — 
Total cost of revenues 27,332  18,250  59,706  53,908 
Gross profit 20,627  18,603  55,660  52,548 
Operating expenses:
Salaries and related 16,135  14,908  45,317  44,399 
Office and general 4,819  2,823  10,176  8,164 
Marketing and promotion 913  971  2,814  2,627 
Depreciation and amortization 404  358  932  1,042 
Total operating expenses 22,271  19,060  59,239  56,232 
Operating loss (1,644) (457) (3,579) (3,684)
Non-operating income (expense):
Interest (expense) income, net 81  93  206  280 
Other income / (expense), net 48  (184) (209) (318)
Loss before income taxes (1,515) (548) (3,582) (3,722)
Provision for income taxes 249  298  626  463 
Net loss (1,764) (846) (4,208) (4,185)
Dividend on Series A perpetual preferred stock (67) —  (67) — 
Net loss attributable to common shareholders $ (1,831) $ (846) $ (4,275) $ (4,185)
Loss per share:
Basic $ (0.54) $ (0.28) $ (1.37) $ (1.39)
Diluted $ (0.54) $ (0.28) $ (1.37) $ (1.39)
Loss per share, attributable to common shareholders
Basic
$ (0.56) $ (0.28) $ (1.39) $ (1.39)
Diluted
$ (0.56) $ (0.28) $ (1.39) $ (1.39)
Weighted-average shares outstanding:
Basic
3,263  2,975  3,082  3,009 
Diluted
3,263  2,975  3,082  3,009 
Dividends declared per share of Series A perpetual preferred stock $ 0.025  $ —  $ 0.025  $ — 
6


STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
September 30,
2025
December 31,
2024
ASSETS    
Current assets:    
Cash and cash equivalents $ 15,368  $ 17,011 
Restricted cash, current 1,209  476 
Investments in equity securities 2,721  — 
Accounts receivable, less allowance for expected credit losses of $346 and $391, respectively 36,239  20,093 
Inventories, net 7,746  — 
Prepaid and other 4,562  2,560 
Total current assets 67,845  40,140 
Property and equipment, net of accumulated depreciation of $5,678 and $1,668, respectively 18,374  242 
Operating lease right-of-use assets 9,953  1,024 
Goodwill 5,969  5,703 
Intangible assets, net of accumulated amortization of $4,618 and $3,897, respectively 1,871  2,491 
Long-term investments 953  — 
Notes receivable, net of current portion 6,787  — 
Deferred tax assets, net 3,406  2,648 
Restricted cash, non-current 1,949  180 
Other assets 33  155 
Total assets $ 117,140  $ 52,583 
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Accounts payable $ 5,515  $ 1,789 
Accrued salaries, commissions, and benefits 7,569  4,306 
Accrued expenses and other current liabilities 9,306  4,375 
Short-term debt 6,431  — 
Deferred revenue 3,425  129 
Operating lease obligations, current 564  623 
Total current liabilities 32,810  11,222 
Income tax payable 97  93 
Operating lease obligations 9,473  441 
Long-term debt, net of current portion 6,522  — 
Other liabilities 467  399 
Total liabilities 49,369  12,155 
Commitments and contingencies
Stockholders’ equity:    
Series A Preferred stock, $0.001 par value; 10,000 shares authorized: 2,691 and 0 shares issued and outstanding, respectively
— 
Common stock, $0.001 par value, 20,000 shares authorized; 5,026 and
4,033 shares issued; 3,436 and 2,750 shares outstanding, respectively
Additional paid-in capital 527,311  494,209 
Accumulated deficit (434,225) (430,017)
Accumulated other comprehensive loss, net of applicable tax (1,397) (2,717)
Treasury stock, 1,590 and 1,283 shares, respectively, at cost
(23,926) (21,051)
Total stockholders’ equity 67,771  40,428 
Total liabilities and stockholders’ equity $ 117,140  $ 52,583 

7


STAR EQUITY HOLDINGS, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
RECONCILIATION OF ADJUSTED EBITDA
(in thousands)
(unaudited)
For The Three Months Ended September 30, 2025 Building Solutions Business Services Energy Services Investments Corporate Total
Revenue, from external customers $ 9,603  $ 37,038  $ 1,318  $ 53  $ (53) $ 47,959 
Gross profit
$ 1,684  $ 18,630  $ 346  $ 20  $ (53) $ 20,627 
Net loss $ (1,764)
Provision from income taxes 249 
Interest income, net (81)
Total depreciation and amortization
666 
EBITDA (loss) (1)
$ 495  $ 797  $ 140  $ (6) $ (2,356) (930)
Non-operating expense (income), including corporate administration charges —  207  (24) 33  (264) (48)
Stock-based compensation expense 227  —  —  137  369 
Interest income (2)
—  —  —  144  —  144 
Non-recurring severance and professional fees 65  460  12  —  1,263  1,800 
Adjusted EBITDA (loss) (1)
$ 565  $ 1,691  $ 128  $ 171  $ (1,220) $ 1,335 
For The Three Months Ended September 30, 2024 Business Services Corporate Total
Revenue, from external customers $ 36,853  $ —  $ 36,853 
Gross profit
$ 18,603  $ —  $ 18,603 
Net loss $ (846)
Provision for income taxes 298 
Interest income, net (93)
Total depreciation and amortization
358 
EBITDA (loss) (1)
$ 705  $ (988) (283)
Non-operating expense (income), including corporate administration charges 459  (275) 184 
Stock-based compensation expense 216  265  481 
Non-recurring expenses 323  134  457 
Adjusted EBITDA (loss) (1)
$ 1,703  $ (864) $ 839 

(1)    Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income (expense), stock-based compensation expense, and other non-recurring severance and professional fees (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
(2)     The Company allocates all corporate interest income to the Investments Division.






8


STAR EQUITY HOLDINGS, INC.
SEGMENT ANALYSIS - YEAR TO DATE (continued)
RECONCILIATION OF ADJUSTED EBITDA
(in thousands)
(unaudited)
For The Nine Months Ended September 30, 2025 Building Solutions Business Services Energy Services Investments Corporate Total
Revenue, from external customers $ 9,603  $ 104,445  $ 1,318  $ 53  $ (53) $ 115,366 
Gross profit
$ 1,684  $ 53,663  $ 346  $ 20  $ (53) $ 55,660 
Net loss $ (4,208)
Provision from income taxes 626 
Interest income, net (206)
Total depreciation and amortization
1,194 
EBITDA (loss) (1)
$ 495  $ 1,255  $ 140  $ (6) $ (4,478) (2,594)
Non-operating expense (income), including corporate administration charges —  1,243  (24) 33  (1,043) 209 
Stock-based compensation expense 635  —  —  358  998 
Interest income (2)
—  —  —  144  —  144 
Non-recurring expenses 65  982  12  —  2,167  3,226 
Adjusted EBITDA (loss) (1)
$ 565  $ 4,115  $ 128  $ 171  $ (2,996) $ 1,983 
For The Nine Months Ended September 30, 2024 Business Services Corporate Total
Revenue, from external customers $ 106,456  $ —  $ 106,456 
Gross profit
$ 52,548  $ —  $ 52,548 
Net loss $ (4,185)
Provision for income taxes 463 
Interest income, net (280)
Total depreciation and amortization
1,042 
EBITDA (loss) (1)
$ 283  $ (3,243) (2,960)
Non-operating expense (income), including corporate administration charges 1,095  (777) 318 
Stock-based compensation expense 647  399  1,046 
Non-recurring expenses 798  840  1,638 
Adjusted EBITDA (loss) (1)
$ 2,823  $ (2,781) $ 42 

(1)    Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating (income) expense, stock-based compensation expense, and other non-recurring expenses (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
(2)     The Company allocates all corporate interest income to the Investments Division.
9


STAR EQUITY HOLDINGS, INC.
SEGMENT ANALYSIS - QUARTER TO DATE
RECONCILIATION OF PRO FORMA ADJUSTED EBITDA
(in thousands)
(unaudited)
For The Three Months Ended September 30, 2025 Building Solutions Business Services Energy Services Investments Corporate Total
Pro forma revenue, from external customers (1)
$ 21,386  $ 37,038  $ 3,712  $ 156  $ (156) $ 62,136 
Pro forma gross profit (1)
$ 5,263  $ 18,630  $ 1,538  $ 81  $ (156) $ 25,356 
Pro forma net loss
$ (1,852)
Provision from income taxes 249 
Interest expense, net
Total depreciation and amortization
1,449 
Pro forma EBITDA (loss) (1)(2)
$ 2,507  $ 797  $ 1,023  $ 73  $ (4,549) (149)
Non-operating expense (income), including corporate administration charges —  207  (24) (261) (264) (342)
Stock-based compensation expense 11  227  —  —  190  428 
Interest income (3)
—  —  —  336  —  336 
Non-recurring expenses 99  460  12  264  1,985  2,820 
Pro forma adjusted EBITDA (loss) (1)(2)
$ 2,617  $ 1,691  $ 1,011  $ 412  $ (2,638) $ 3,093 

For The Three Months Ended September 30, 2024 Building Solutions Business Services Investments Corporate Total
Pro forma revenue, from external customers (1)
$ 13,663  $ 36,853  $ 156  $ (156) $ 50,516 
Pro forma gross profit (1)
$ 2,846  $ 18,603  $ 127  $ (156) $ 21,420 
Pro forma net loss
$ (2,816)
Provision from income taxes 280 
Interest income, net (134)
Total depreciation and amortization
1,393 
Pro forma EBITDA (loss) (1)(2)
$ 534  $ 705  $ 423  $ (2,939) (1,277)
Non-operating expense (income), including corporate administration charges —  459  221  (275) 405 
Stock-based compensation expense 216  —  318  539 
Interest income (3)
—  —  356  —  356 
Non-recurring expenses 145  323  (338) 455  585 
Pro forma adjusted EBITDA (loss) (1)(2)
$ 684  $ 1,703  $ 662  $ (2,441) $ 608 
(1)     Pro forma Building Solutions, Energy Services, and Investments results for the full third quarter of 2025 as opposed to August 22, 2025 through September 30, 2025. These results are compared to Building Solutions and Investments division results from Star Operating Companies, Inc. for the third quarter of 2024. No comparison is provided for Energy Services as that division did not exist at Star Operating Companies, Inc. until March 2025.
(2)    Pro forma Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating (income) expense, stock-based compensation expense, and other non-recurring expenses (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
(3)     The Company allocates all corporate interest income to the Investments Division.
10


STAR EQUITY HOLDINGS, INC.
INCOME PER DILUTED SHARE
(in thousands, except per share amounts)
(unaudited)

Adjusted Diluted Shares Per Diluted
For The Three Months Ended September 30, 2025 Net Loss Outstanding
Share (1)
Net loss $ (1,764) 3,263  $ (0.54)
Non-recurring expenses 1,833  3,263  0.56 
Adjusted net income (2)
$ 69  3,263  $ 0.02 

Adjusted Diluted Shares Per Diluted
For The Three Months Ended September 30, 2024 Net Loss Outstanding
Share (1)
Net loss $ (846) 2,975  $ (0.28)
Non-recurring expenses 457  2,975  0.15 
Adjusted net loss (2)
$ (389) 2,975  $ (0.13)




STAR EQUITY HOLDINGS, INC.
PRO FORMA INCOME PER DILUTED SHARE
(in thousands, except per share amounts)
(unaudited)

Adjusted Diluted Shares Per Diluted
For The Three Months Ended September 30, 2025 Net Loss Outstanding
Share (1)
Pro forma net loss (3)
$ (1,852) 3,675  $ (0.50)
Pro forma non-recurring expenses
2,559  3,675  0.70 
Pro forma adjusted net income (2)(3)
$ 707  3,675  $ 0.19 

Adjusted Diluted Shares Per Diluted
For The Three Months Ended September 30, 2024 Net Loss Outstanding
Share (1)
Pro forma net loss (3)
$ (2,816) 3,719  $ (0.76)
Pro forma non-recurring expenses
806  3,719  0.22 
Pro forma adjusted net loss (2)(3)
$ (2,010) 3,719  $ (0.54)


(1)        Amounts may not sum due to rounding.
(2)        Adjusted net income or loss per diluted share are Non-GAAP measures defined as reported net income or loss and reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring expenses after tax that are presented to provide additional information about the Company's operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as substitutes for net income or loss and net income or loss per share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as measures of the Company's profitability or liquidity. Further, adjusted net income or loss and adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies.
(3)        Pro forma Building Solutions, Energy Services, and Investments results for the full third quarter of 2025 as opposed to August 22, 2025 through September 30, 2025. These results are compared to Building Solutions and Investments division results from Star Operating Companies, Inc. for the third quarter of 2024. No comparison is provided for Energy Services as that division did not exist at Star Operating Companies, Inc. until March 2025.
11
EX-99.2 3 earningspresentation-sep.htm EX-99.2 earningspresentation-sep
1 A Diversified Holding Company www.starequity .com Creating Shareholder Value through Organic Growth, Acquisitions, and Share Repurchases Q3 2025 Earnings Call November 13, 2025 Common Stock: Nasdaq: STRR Series A 10% Preferred Stock: Nasdaq: STRRP 2 “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) the Company’s ability to successfully achieve its strategic initiatives, (3) risks related to potential acquisitions or dispositions of businesses by the Company, (4) risks related to the market price of the Company’s common stock relative to the value paid pursuant to the Merger Agreement, (5) unexpected costs, charges or expenses resulting from the Merger, (6) potential adverse reactions or changes to business relationships resulting from the completion of the Merger, (7) risks related to the inability of the combined company to successfully operate as a combined business, (8) risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including with respect to future financial and operating results, (9) risks related to fluctuations in the Company’s operating results from quarter to quarter due to various factors such as rising inflationary pressures and interest rates, (10) the loss of or material reduction in our business with any of the Company’s largest customers, (11) the ability of clients to terminate their relationship with the Company at any time, (12) competition in the Company’s markets, (13) the negative cash flows and operating losses that may recur in the future, (14) risks relating to how future credit facilities may affect or restrict our operating flexibility, (15) risks associated with the Company’s investment strategy, (16) risks related to international operations, including foreign currency fluctuations, political events, trade wars, natural disasters or health crises, including the Russia-Ukraine war, and potential conflict in the Middle East, (17) the Company’s dependence on key management personnel, (18) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (19) the Company’s ability to collect accounts receivable, (20) the Company’s ability to maintain costs at an acceptable level, (21) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (22) risks related to providing uninterrupted service to clients, (23) the Company’s exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the Company’s business reorganization initiatives, and limits on related insurance coverage, (24) the Company’s ability to utilize net operating loss carryforwards, (25) volatility of the Company’s stock price, (26) the impact of government regulations and deregulation efforts, (27) restrictions imposed by blocking arrangements, (28) risks related to the use of new and evolving technologies, (29) the adverse impacts of cybersecurity threats and attacks, (30) risks associated with our real estate ownership, (31) risks associated with the costs and availability of supplies and materials due to trade tariffs or other factors affecting the commodities and materials we use in our business, (32) risks associated with liability claims and disputes, (33) risks associated with restrictions on our operations caused by our indebtedness, (34) risks associated with the shutdown of the U.S. federal government, (35) risks associated with changes in tax laws or relations, and (36) those risks set forth in “Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.” The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this press release. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. This presentation reflects management’s views as of the date presented. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Forward-Looking Statements 3 Q3 2025: Consolidated Financial Results US$ In Millions, except EPS '+ / - (1) Q3 2025 (2) Q3 2024 Revenue + 30.1% $48.0 $36.9 Gross Profit + 10.9% $20.6 $18.6 SG&A(3) (4) + 10.9% $19.7 $17.8 Adjusted EBITDA(5) + 55.8% $1.3 $0.8 Pro Forma Adjusted EBITDA(6) + 408.7% $3.1 $0.6 Net Income (Loss) - (108.5)% $(1.8) $(0.8) Basic EPS - (92.9)% $(0.54) $(0.28) Diluted EPS - (92.9)% $(0.54) $(0.28) Adjusted Diluted EPS (5) + N/A $0.02 $(0.13) Pro Forma Adjusted Diluted EPS (6) + N/A $0.19 $(0.54) (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Includes consolidated financials for Star Operating Companies August 22, 2025, to September 30, 2025. (3) Excludes stock compensation expense of $0.4 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively. (4) For the three months ended September 30, 2025 and 2024, SG&A excludes non-recurring expenses of $1.8 million and $0.5 million, respectively. (5) Adjusted EBITDA and Adjusted Diluted EPS are non-GAAP financial measures. Please reference the slides in the Appendix of this presentation for a reconciliation of these non-GAAP measures. (6) Pro Forma consolidated financials for July 1, 2025, to September 30, 2025 compared to July 1, 2024 to September 30, 2024. 4 Q3 YTD 2025: Consolidated Financial Results US$ In Millions, except EPS '+ / - (1) Q3 YTD 2025 Q3 YTD 2024 Revenue + 8.4% $115.4 $106.5 Gross Profit + 5.9% $55.7 $52.5 SG&A(3)(4) + 3.0% $54.1 $52.5 Adjusted EBITDA(5) + 4510.7% $2.0 $0.0 Net Income (Loss) - (0.5)% $(4.2) $(4.2) Basic EPS + 1.4% $(1.37) $(1.39) Diluted EPS + 1.4% $(1.37) $(1.39) Adjusted Diluted EPS (5) + 61.7% $(0.31) $(0.81) (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Consolidated financials represent Q3 YTD 2025 Hudson Talent Solutions financials + Star Operating Companies financials for August 22, 2025, to September 30, 2025. (3) Excludes stock compensation expense of $1 million for each of the nine months ended September 30, 2025 and 2024. (4) For the nine months ended September 30, 2025 and 2024, SG&A excludes non-recurring expenses of $3.2 million and $1.6 million, respectively. (5) Adjusted EBITDA and Adjusted Diluted EPS are non-GAAP financial measures. Please reference the slides in the Appendix of this presentation for a reconciliation of these non-GAAP measures.


 
5 2025 Cash Flow Summary 6 Balance Sheet: Selected Items US$ In Millions Q3 2025 Q4 2024 Selected Assets Cash $15.4 $17.0 Restricted Cash $3.2 $0.7 Accounts Receivable $36.2 $20.1 Shareholders’ Equity Stockholders' Equity $67.8 $40.4 Working Capital Current Assets $67.8 $40.1 Current Assets ex-cash $52.5 $23.1 Current Liabilities $32.8 $11.2 Working Capital $35.0 $28.9 Working Capital ex-cash $19.7 $11.9 7 Business Services Division (slides 10– 12) Energy Services Division (slide 13) Business Divisions Current businesses: opportunities, financial highlights, and future goals Building Solutions Division (slides 8 – 9) 8 Q3 2025: Building Solutions Pro Forma Financial Results US$ In Millions '+ / - (1) Q3 2025 (2) Q3 2024 (3) Revenue + 56.5% $21.4 $13.7 Gross Profit + 87.5% $5.3 $2.8 Adjusted EBITDA(4) + 287% $2.6 $0.7 (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Pro Forma Building Solutions financials for July 1, 2025, to September 30, 2025. (3) Building Solutions Q3 2024 financials from Star Operating Companies, Inc. Q3 2024 earnings. (4) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure.


 
9 Building Solutions: Backlog Historical Backlog (USD in thousands) Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Beginning Backlog (1) $ 13,957 $ 19,567 $ 17,190 $ 27,913 $ 25,739 (+) New Orders $ 19,273 $ 14,718 $ 22,841 $ 18,223 $ 15,680 (-) Recognized Revenue $ 13,663 $ 17,095 $ 12,118 $ 20,398 $ 21,387 Ending Backlog $ 19,567 $ 17,190 $ 27,913 $ 25,739 $ 20,032 LTM Book to Bill Ratio 0.95 1.23 1.19 1.01 (1) Backlog defined as future revenue under contract. Backlog Remains Steady as Teams Continue Generating New Sales 10 Q3 2025: Business Services Financial Results US$ In Millions '+ / - (1) Q3 2025 Q3 2024 Revenue + 0.5% $37.0 $36.9 Gross Profit + 0.1% $18.6 $18.6 Adjusted EBITDA(2) - (0.7)% $1.7 $1.7 (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure. 11 Q3 2025: Business Services Operating Dashboard RPO New Business = $50.9M $11.1M in New Logo and $39.8M in renewals and expansions from our legacy clients Gross Profit = $71.3M Relatively stable over the past four quarters RPO Adjusted EBITDA & Margin stayed flat versus Q3 2024. Rolling 4 Quarters (1) New business represents estimated Gross Profit based on total contract value. (2) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure. (3) Adj. EBITDA margin is expressed as a percentage of Gross Profit. $3.2M $3.5M $22.4M $13.4M $11.6M (1) (3) 12 Q3 2025: Business Services Regional Split Revenue Adjusted Net Revenue


 
13 Q3 2025: Energy Services Pro Forma Financial Results US$ In Millions Q3 2025 (1) Revenue $3.7 Gross Profit $1.5 Adjusted EBITDA(2) $1.0 (1) Pro Forma Energy Services financials for July 1, 2025, to September 30, 2025. Alliance Drilling Tools was acquired by Star Operating Companies, Inc. in Q1 2025, so comparable period financials for Q3 2024 are not available. (2) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure. 14 Appendix 1. Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income (expense), stock-based compensation expense, and other non-recurring items (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, or other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies. Reconciliation of Non-GAAP Financials 16 Q3 2025 Building Solutions Business Services Energy Services Investments Corporate Total Revenue $ 9.6 $ 37.0 $ 1.3 $ 0.1 $ (0.1) $ 48.0 Gross profit $ 1.7 $ 18.6 $ 0.3 $ — $ (0.1) $ 20.6 Net loss $ (1.8) Provision for income taxes 0.2 Interest income, net (0.1) Depreciation and amortization 0.7 EBITDA (loss) (2) $ 0.5 $ 0.8 $ 0.1 $ — $ (2.4) (0.9) Non-operating expense (income), including corporate administration charges — 0.2 — — (0.3) — Stock-based compensation expense — 0.2 — — 0.1 0.4 Interest Income — — — 0.1 — 0.1 Non-recurring items 0.1 0.5 — — 1.3 1.8 Adjusted EBITDA (loss) (2) $ 0.6 $ 1.7 $ 0.1 $ 0.2 $ (1.2) $ 1.3 Q3 2024 Americas Asia Pacific EMEA Hudson RPO Corporate Total Revenue $ 7.6 22.6 $ 6.7 $ 36.9 $ — $ 36.9 Gross profit (1) $ 6.6 $ 7.8 $ 4.1 $ 18.6 $ — $ 18.6 Net loss $ (0.8) Provision for income taxes 0.3 Interest income, net (0.1) Depreciation and amortization 0.4 EBITDA (loss) (2) $ 0.4 $ 0.3 $ — $ 0.7 $ (1.0) (0.3) Non-operating expense (income), including corporate administration charges 0.2 0.2 0.1 0.5 (0.3) 0.2 Stock-based compensation expense 0.1 0.1 — 0.2 0.3 0.5 Non-recurring items — 0.3 — 0.3 0.1 0.5 Adjusted EBITDA (loss) (2) $ 0.6 $ 0.9 $ 0.2 $ 1.7 $ (0.9) $ 0.8 (1) Represents Revenue less direct contracting costs and reimbursed expenses. (2) EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other items such as non-recurring severance and professional fees. Per Diluted Share Three Months Ended September 30, 2025 September 30, 2024 Net (loss) income $ (0.54) $ (0.28) Non-recurring items (after tax) 0.56 0.15 Adjusted net income (loss) (3) $ 0.02 $ (0.13) (3) Adjusted net income or loss per diluted share is a Non-GAAP measure defined as reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring severance and professional fees after tax that is presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as a substitute for net income or loss per diluted share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Further, Adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies. Reconciliation of Non-GAAP Financial Measures Q3 2025 and 2024


 
17 Q3 YTD 2025 Building Solutions Business Services Energy Services Investments Corporate Total Revenue $ 9.6 $ 104.4 $ 1.3 $ — $ — $ 115.4 Gross profit $ 1.7 $ 53.7 $ 0.3 $ — $ — $ 55.7 Net loss $ (4.2) Provision for income taxes 0.6 Interest income, net (0.2) Depreciation and amortization 1.2 EBITDA (loss) (2) $ 0.5 $ 1.3 $ 0.1 $ — $ (4.5) (2.6) Non-operating expense (income), including corporate administration charges — 1.2 — — (1.0) 0.2 Stock-based compensation expense — 0.6 — — 0.4 1.0 Interest Income — — — 0.1 — 0.1 Non-recurring items 0.1 1.0 — — 2.2 3.2 Adjusted EBITDA (loss) (2) $ 0.6 $ 4.1 $ 0.1 $ 0.2 $ (3.0) $ 2.0 Q3 YTD 2024 Americas Asia Pacific EMEA Hudson RPO Corporate Total Revenue $ 20.5 $ 66.7 $ 19.2 106.5 $ — $ 106.5 Gross profit (1) $ 18.8 $ 22.0 $ 11.7 52.5 $ — $ 52.5 Net loss $ (4.2) Provision for income taxes 0.5 Interest income, net (0.3) Depreciation and amortization 1.0 EBITDA (loss) (2) $ (0.1) $ (0.1) $ 0.5 $ 0.3 $ (3.2) (3.0) Non-operating expense (income), including corporate administration charges 0.3 0.6 0.2 1.1 (0.8) 0.3 Stock-based compensation expense 0.2 0.3 0.1 0.6 0.4 1.0 Non-recurring items 0.2 0.6 — 0.8 0.8 1.6 Adjusted EBITDA (loss) (2) $ 0.5 $ 1.5 $ 0.8 $ 2.8 $ (2.8) $ — (1) Represents Revenue less direct contracting costs and reimbursed expenses. (2) EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other items such as non-recurring severance and professional fees. Per Diluted Share Nine Months Ended September 30, 2025 September 30, 2024 Net (loss) income $ (1.37) $ (1.39) Non-recurring items (after tax) 1.06 0.58 Adjusted net income (loss) (3) $ (0.31) $ (0.81) (3) Adjusted net income or loss per diluted share is a Non-GAAP measure defined as reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring severance and professional fees after tax that is presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as a substitute for net income or loss per diluted share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Further, Adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies. Reconciliation of Non-GAAP Financial Measures Q3 YTD 2025 and 2024 18 Q3 2025 Building Solutions Business Services Energy Services Investments Corporate Total Revenue $ 21.4 $ 37.0 $ 3.7 $ 0.2 $ (0.2) $ 62.1 Gross profit $ 5.3 $ 18.6 $ 1.5 $ 0.1 $ (0.2) $ 25.4 Net loss $ (1.9) Provision for income taxes 0.2 Interest income, net — Depreciation and amortization 1.4 EBITDA (loss) (2) $ 2.5 $ 0.8 $ 1.0 $ 0.1 $ (4.5) $ (0.1) Non-operating expense (income), including corporate administration charges — 0.2 — (0.3) (0.3) (0.3) Stock-based compensation expense — 0.2 — — 0.2 0.4 Interest Income — — — 0.3 — 0.3 Non-recurring items 0.1 0.5 — 0.3 2.0 2.8 Adjusted EBITDA (loss) (2) $ 2.6 $ 1.7 $ 1.0 $ 0.4 $ (2.6) $ 3.1 Q3 2024 Building Solutions Business Services Investments Corporate Total Revenue $ 13.7 36.9 $ 0.2 $ (0.2) $ 50.5 Gross profit $ 2.8 $ 18.6 $ 0.1 $ (0.2) $ 21.4 Net loss $ (2.8) Provision for income taxes 0.3 Interest income, net (0.1) Depreciation and amortization 1.4 EBITDA (loss) (2) $ 0.5 $ 0.7 $ 0.4 $ (2.9) $ (1.3) Non-operating expense (income), including corporate administration charges — 0.5 0.2 (0.3) 0.4 Stock-based compensation expense — 0.2 — 0.3 0.5 Interest Income — — 0.4 — 0.4 Non-recurring items 0.1 0.3 (0.3) 0.5 0.6 Adjusted EBITDA (loss) (2) $ 0.7 $ 1.7 $ 0.7 $ (2.4) $ 0.6 (1) Pro forma Building Solutions, Energy Services, and Investments results for the full third quarter of 2025 as opposed to August 22, 2025 through September 30, 2025. These results are compared to Building Solutions and Investments division results from Star Operating Companies, Inc. for the third quarter of 2024. No comparison is provided for Energy Services as that division did not exist at Star Operating Companies, Inc. until March 2025. (2) EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other items such as non-recurring severance and professional fees. Reconciliation of Pro Forma (1) Non-GAAP Financial Measures Pro Forma Per Diluted Share Three Months Ended September 30, 2025 September 30, 2024 Net (loss) income $ (0.50) $ (0.76) Non-recurring items (after tax) 0.70 0.22 Adjusted net income (loss) (3) $ 0.19 $ (0.54) (3) Adjusted net income or loss per diluted share is a Non-GAAP measure defined as reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring severance and professional fees after tax that is presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as a substitute for net income or loss per diluted share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Further, Adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies. 19 Contact Us Jeff Eberwein CEO Rick Coleman COO Shawn Miles EVP – Finance admin@starequity.com Investor Relations The Equity Group Inc. Lena Cati Senior Vice President 212-836-9611 / lcati@theequitygroup.com