株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549  

FORM 10-Q 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 001-38704 

STAR EQUITY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)  
Delaware   59-3547281
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
53 Forest Avenue, Suite 101, Old Greenwich, CT 06870
(Address of principal executive offices) (Zip Code)
(203) 489-9500
(Registrant’s telephone number, including area code) 
  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒    No   ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒     No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer   Accelerated filer
Non-accelerated filer Smaller reporting company
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. ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class   Outstanding on October 31, 2025
Common Stock - $0.001 par value   3,435,903




STAR EQUITY HOLDINGS, INC.
INDEX

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Item 1.
Item 1A.
Item 2.
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Item 4.
Item 5.
Other Information
Item 6.
 
 




PART I – FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

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  $ — 

 
See accompanying notes to Condensed Consolidated Financial Statements.
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STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE (LOSS) INCOME
(in thousands, except per share amounts)
(unaudited)
Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Comprehensive loss:
Net loss $ (1,764) $ (846) $ (4,208) $ (4,185)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income taxes (228) 1,124  1,320  606 
Total other comprehensive (loss) income, net of income taxes (228) 1,124  1,320  606 
Comprehensive (loss) income $ (1,992) $ 278  $ (2,888) $ (3,579)

See accompanying notes to Condensed Consolidated Financial Statements.
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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 

See accompanying notes to Condensed Consolidated Financial Statements.
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STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
September 30,
2025 2024
Cash flows from operating activities:    
Net loss $ (4,208) $ (4,185)
Adjustments to reconcile net loss to net cash used by operating activities:    
Total Depreciation and amortization 1,194  1,042 
Provision for expected credit losses 64 
Benefit from deferred income taxes (561) (203)
Stock-based compensation 998  1,046 
Non-cash interest income (93) — 
Unrealized loss on equity securities and lumber derivatives 64  — 
Gross profit from sale of lost-in-hole equipment (128) — 
Changes in operating assets and liabilities, net of effect of dispositions:
Accounts receivable (3,513) (4,162)
Inventories 1,812  — 
Prepaid and other assets (293) (105)
Accounts payable, accrued expenses, and other liabilities 1,263  1,757 
Net cash used in operating activities (3,401) (4,807)
Cash flows from investing activities:    
Capital expenditures (658) (22)
Proceeds from corporate benefit policy —  1,076 
Net cash paid in acquisition of Alpha Consulting Group (132) — 
Cash acquired in connection with the acquisition of Star Operating Companies 6,967  — 
Proceeds from sale of lost-in-hole equipment 85  — 
Proceeds from sale of property and equipment 58  — 
Purchases of equity securities (395) — 
Proceeds from sales of equity securities 226  — 
Net cash (used in) provided by investing activities 6,151  1,054 
Cash flows from financing activities:    
Proceeds from borrowings 3,689  — 
Repayment of debt (3,431) — 
Repayment of note receivable 74  — 
Preferred stock dividends paid (67) — 
Purchase of treasury stock (including payment of tax withholdings) (2,572) (2,775)
Cash paid for net settlement of employee restricted stock units (303) (204)
Net cash used in financing activities (2,610) (2,979)
Effect of exchange rates on cash, cash equivalents, and restricted cash 719  55 
Net decrease in cash, cash equivalents, and restricted cash 859  (6,677)
Cash, cash equivalents, and restricted cash, beginning of the period 17,667  23,170 
Cash, cash equivalents, and restricted cash, end of the period $ 18,526  $ 16,493 
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 43  $ — 
Cash received during the period for interest $ 249  $ 280 
Net cash payments during the period for income taxes $ 1,103  $ 254 
     Cash paid for amounts included in operating lease liabilities $ 677  $ 600 
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities $ 957  $ 416 
See accompanying notes to Condensed Consolidated Financial Statements. 
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STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)

Preferred Stock Common stock Additional
paid-in
capital
Accumulated deficit Accumulated Other Comprehensive
income (loss)
Treasury Stock Total
stockholders’
equity
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2024
—  $ —  4,033  $ $ 494,209  $ (430,017) $ (2,717) (1,283) $ (21,051) $ 40,428 
Stock-based compensation —  —  —  386  —  —  —  —  386 
Purchase of net settled restricted stock —  —  —  —  —  —  —  (1) (8) (8)
Accumulated other comprehensive income —  —  —  —  —  —  424  —  —  424 
Net loss —  —  —  —  —  (1,756) —  —  —  (1,756)
Balance at March 31, 2025 —  $ —  4,035  $ $ 494,595  $ (431,773) $ (2,293) (1,284) $ (21,059) $ 39,474 
Stock-based compensation —  —  —  243  —  —  —  —  243 
Purchase of net settled restricted stock —  —  —  —  —  —  —  (3) (23) (23)
Accumulated other comprehensive income —  —  —  —  —  —  1,124  —  —  1,124 
Net loss —  —  —  —  —  (688) —  —  —  (688)
Balance at June 30, 2025 —  $ —  4,042  $ $ 494,838  $ (432,461) $ (1,169) (1,287) $ (21,082) $ 40,130 
Preferred stock issued in connection with acquisition of Star Operating Companies 2,691  —  —  25,477  —  —  —  —  25,480 
Common stock issued in connection with acquisition of Star Operating Companies —  —  744  6,694  —  —  —  —  6,695 
Stock-based compensation* —  —  240  —  369  —  —  —  —  369 
Purchase of treasury stock —  —  —  —  —  —  —  (274) (2,572) (2,572)
Purchase of net settled restricted stock —  —  —  —  —  —  —  (29) (272) (272)
Accumulated other comprehensive loss —  —  —  —  —  —  (228) —  —  (228)
Dividends to holders of preferred stock ($0.025 per share)
—  —  —  —  (67) —  —  —  —  (67)
Net loss —  —  —  —  —  (1,764) —  —  —  (1,764)
Balance at September 30, 2025
2,691  $ 5,026  $ $ 527,311  $ (434,225) $ (1,397) (1,590) $ (23,926) $ 67,771 

*Includes issuance of deferred director shares in the three months ended September 30, 2025.

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Preferred Stock Common stock Additional
paid-in
capital
Accumulated deficit Accumulated Other Comprehensive
income (loss)
Treasury Stock Total
stockholders’
equity
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2023 —  $ —  3,896  $ $ 493,036  $ (425,247) $ (1,290) (1,089) $ (17,949) $ 48,554 
Stock-based compensation —  —  99  —  378  —  —  —  —  378 
Purchase of treasury stock
 (including payment of tax withholdings)
—  —  —  —  —  —  —  (63) (936) (936)
Purchase of net settled restricted stock —  —  —  —  —  —  —  (10) (159) (159)
Accumulated other comprehensive loss —  —  —  —  —  —  (636) —  —  (636)
Net income (loss) —  —  —  —  —  (2,898) —  —  —  (2,898)
Balance at March 31, 2024 —  $ —  3,995  $ $ 493,414  $ (428,145) $ (1,926) (1,162) $ (19,044) $ 44,303 
Stock-based compensation —  —  —  86  —  —  —  —  86 
Purchase of treasury stock
 (including payment of tax withholdings)
—  —  —  —  —  —  —  (87) (1,463) (1,463)
Purchase of net settled restricted stock —  —  —  —  —  —  —  (3) (39) (39)
Accumulated other comprehensive income —  —  —  —  —  —  118  —  —  118 
Net loss —  —  —  —  —  (441) —  —  —  (441)
Balance at June 30, 2024 —  $ —  4,003  $ $ 493,500  $ (428,586) $ (1,808) (1,252) $ (20,546) $ 42,564 
Stock-based compensation —  —  —  481  —  —  —  —  481 
Purchase of treasury stock
 (including payment of tax withholdings)
—  —  —  —  —  —  —  (23) (377) (377)
Purchase of net settled restricted stock —  —  —  —  —  —  —  —  (6) (6)
Accumulated other comprehensive income —  —  —  —  —  —  1,124  —  —  1,124 
Net loss —  —  —  —  —  (846) —  —  —  (846)
Balance at September 30, 2024 —  $ —  4,006  $ $ 493,981  $ (429,432) $ (684) (1,275) $ (20,929) $ 42,940 

See accompanying notes to Condensed Consolidated Financial Statements.

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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

NOTE 1 – BASIS OF PRESENTATION

    These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Star Equity Holdings, Inc. ("Star" or the “Company”, formerly known as Hudson Global, Inc. ("Hudson")) and Star Operating Companies, Inc. (formerly known as Star Equity Holdings, Inc.) filed in their respective Annual Reports on Form 10-K for the year ended December 31, 2024.
    
    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements.

NOTE 2 – DESCRIPTION OF BUSINESS

Star Equity Holdings, Inc. (“Star Equity,” “Star”, the “Company,” “we,” or “our”) is a multi-industry diversified holding company with four divisions: Building Solutions, Business Services, Energy Services, and Investments. Our common stock and Series A preferred stock are listed on the NASDAQ Global Market exchange as “STRR” and “STRRP,” respectively.

AMENDMENT TO CERTIFICATE OF INCORPORATION

On September 4, 2025, Star Equity filed a certificate of amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as Amended (the “Charter”), to change the name of the Company from Hudson Global, Inc. to Star Equity Holdings, Inc. (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) on September 2, 2025, and became effective at 12:01 a.m. (Eastern Time) on September 5, 2025.

MERGER

On August 22, 2025, Star Equity Holdings, Inc. ("Star", formerly known as Hudson Global, Inc. ("Hudson")), completed its previously announced acquisition of Star Operating Companies, Inc. ("SOC" or "Star Operating Companies", 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 Star, SOC, and HSON Merger Sub, Inc., a wholly owned subsidiary of Star (“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 SOC, with SOC continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc." as a wholly owned subsidiary of Star.

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) was automatically converted into the right to receive 0.23 shares of Star common stock (the "exchange ratio") and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) was automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC stockholders received approximately 2,690,637 shares of Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.

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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of SOC restricted stock units (“RSUs”) outstanding immediately prior to the Effective Time was converted into Star RSUs issued under the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), in accordance with the Merger Agreement.

The accompanying condensed consolidated financial statements include the financial results of SOC beginning on August 22, 2025 and reflect the post merger results of the Building Solutions, Energy Services, and Investments segments for the period from August 22, 2025 through September 30, 2025. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. All significant intercompany accounts and transactions have been eliminated in consolidation.

SEGMENTS

Our Building Solutions segment is currently made up of the following operating businesses: KBS Builders, Inc. (“KBS”); EdgeBuilder, Inc. (“EdgeBuilder”), and Glenbrook Building Supply, Inc. (“Glenbrook”), with the latter two managed together and referred to jointly as “EBGL,” and Timber Technologies Solutions, Inc. (“TT”). KBS is based in Maine and manufactures modular buildings, typically in the single and multi-family residential segments, servicing principally the New England market. EBGL is based in the Minneapolis-Saint Paul area and principally serves the Upper Midwest region. EBGL manufactures and delivers structural wall panels for single and multi-family residential buildings, and other engineered wood-based products. EBGL also distributes building materials from two lumberyard locations primarily focused on professional builder customers. TT is based outside the Minneapolis-St. Paul area and manufactures glue-laminated timber products (“glulam”) for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential).

Our Business Services segment delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in fifteen countries organized into three geographic regions: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, the Company provides RPO clients with a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client.

Our Energy Services segment currently consists of Alliance Drilling Tools, Inc. ("ADT"), a Wyoming and Texas based provider of drilling tools and services to the Energy industry, a key sector of the economy. ADT is a full-service downhole drilling tool company which provides sale and rental tools in the Oil & Gas, Geothermal, Mining, and Waterwells sectors. ADT is strategically located near premier oilfields in the Rockies, a geothermal and mining hub, and in Midland, TX within the Permian Basin. ADT’s business model allows for the majority of costs, such as freight, repairs, and damages to be passed directly to customers.

Our Investments segment holds and manages certain of our corporate-owned real estate, including a manufacturing facility in Maine that is leased to KBS and a manufacturing facility in Wisconsin that is leased to TT. The Investments division manages internally funded, concentrated minority investments in a small number of public companies. It also holds and manages a promissory note and a private equity stake in Catalyst MedTech LLC ("Catalyst"), a provider of medical imaging equipment and services. SOC acquired these interests in May 2023 as a result of the sale of Digirad Health. Our Investments division also holds an investment in Enservco Corporation consisting of an investment in Enservco Common Stock, an investment in Enservco Preferred Stock, and an investment in a call option, all of which were acquired in the third quarter of 2024 and which currently have a carrying value of zero.




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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)



See Note 17 to the Condensed Consolidated Financial Statements for further details regarding the Company’s reportable segments: Building Solutions, Business Services, Energy Services and Investments.

    ADOPTION OF ACCOUNTING POLICES PURSUANT TO MERGER

The accounting policies of SOC have been conformed to those of the Company where necessary. No significant differences in accounting policies were identified. As a result of the acquisition, the Company adopted the following accounting policies that were not previously applicable to its operations:

Fair Value of Financial Instruments

The authoritative guidance for fair value measurements defines fair value for accounting purposes, establishes a framework for measuring fair value, and provides disclosure requirements regarding fair value measurements. The guidance defines fair value as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial instruments primarily consist of cash equivalents, equity securities, accounts receivable, other current assets, restricted cash, and accounts payable. The carrying amount of short-term and long-term debt and notes payable approximates fair value because of the relative short maturity of these instruments and interest rates we could currently obtain.

The Company occasionally enters into derivative financial instruments to manage certain market risks. These derivative instruments are not designated as hedging instruments and accordingly, are recorded at fair value in the Condensed Consolidated Balance Sheets with changes in fair value recognized in cost of revenues in the Condensed Consolidated Statements of Operations.

Equity Securities

Securities consist of investments in equity securities that are publicly traded. These equity securities are measured at fair value on a trade date basis and changes in fair value are recognized in net income in other income (expense). Investments that are strategic in nature, with the intent to hold the investment over a several year period, are classified as long-term investments.

Long-Term Investments

As a part of the sale of Digirad Health, Star Operating Companies received common equity in Insignia TTG Parent LLC (“Catalyst Parent”), the parent entity of Catalyst formerly known as TTG Imaging Solutions, LLC. In accounting for this investment, we have elected the measurement alternative under ASC 321 “Accounting for Investments in Equity Securities”. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified. Each reporting period, we perform a qualitative and quantitative assessment considering impairment indicators to evaluate whether the investment is impaired. Impairment indicators include, but are not limited to, significant deterioration in earnings performance, significant adverse changes in the regulatory or economic environment and working capital deficiencies. If an investment is determined to be impaired, we include an impairment loss as a component of other income (expense) equal to the difference between the fair value of the investment and its carrying amount. During the period ended September 30, 2025 we recognized no impairment loss on this investment.

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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
On August 9, 2024, SOC completed an investment in Enservco Corporation (“Enservco”) (“Investment in Enservco”), which consisted of Enservco Common Stock, Enservco Preferred Stock, and certain other options reflected in the Share Exchange Agreement, and the Enservco Note Receivable (See Note 18, Supplementary Balance Sheet Information). The Investment in Enservco is required to be accounted for using the equity method of accounting under ASC 323, “Equity Method Investments and Joint Ventures”, as we are deemed to have significant influence over Enservco based upon GAAP rules. Pursuant to the guidance in ASC 323, we elected the fair value option pursuant to ASC 825-10-15, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations. Enservco Common Stock is publicly traded, and the fair value is determined based on Enservco’s common stock close price as of the reporting date. The fair value of the Enservco Preferred Stock was based on the consideration of a number of objective and subjective factors, including third-party valuations and a company-specific economic outlook. To determine the fair value of the call option, the Company used the Black-Scholes option pricing model. The fair value of the Enservco Note was determined using a discounted cash flow model. Fair value assumptions are further described in Note 12, Fair Value Measurements. The Enservco Note was determined to be uncollectible as of December 31, 2024 and the value was reduced to $0. As described further in Note 18, Supplementary Balance Sheet Information, the value of the Enservco Note was fully collateralized and SOC called the collateral once it was determined that the note was in default.

Inventory

Inventories are valued using first-in, first-out, or the weighted-average inventory method; stated at the lower of cost or net realizable value. Finished goods and work-in-process inventory values include the cost of raw materials, labor, and manufacturing overhead. Inventory, when written down to net realizable value, establishes a new cost basis and its value is not subsequently increased based upon changes in underlying facts and circumstances. We also make adjustments to reduce the carrying amount of inventories for estimated excess or obsolete inventories. Factors influencing these adjustments include inventory on-hand compared with historical and estimated future sales and usage for new and existing products and assumptions about the likelihood of obsolescence.

Debt Issuance Costs

We incur debt issuance costs in connection with debt financings. Debt issuance costs for line of credit are presented in other assets and are amortized over the term of the revolving debt agreements using the straight-line method. Debt issuance costs for term debt are netted against the debt and are amortized over the term of the loan using the effective interest method. Amortization of debt issuance costs are included in interest expense. As of September 30, 2025 we have no unamortized debt issuance costs.

Shipping and Handling Fees and Costs

We record all shipping and handling costs billed to customers as revenue earned for the goods provided. Shipping and handling costs related to continuing operations are included in cost of revenues and totaled $164 for the period ended September 30, 2025.

Warranties

Within our Building Solutions division, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of 25 years. TT provides a limited warranty on glulam products for a period of 50 years. Estimated warranty costs are accrued in the period that the related revenue is recognized. See Note 18, Supplementary Balance Sheet Information, for further information.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred. Total advertising and marketing costs for the three and nine months ended September 30, 2025 were $913 and $2,814, respectively

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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

NOTE 3 – ACCOUNTING PRONOUNCEMENTS
    
Recent Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): "Improvements to Income Tax Disclosures", which modifies FASB Accounting Standards Codification 740 to enhance the transparency and decision usefulness of income tax disclosures. ASU No. 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this new guidance and expects to adopt it in the annual report for the fiscal year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on both an interim and annual basis. Subsequently, in January 2025, the FASB issued ASU 2025-01, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance is effective for the Company for fiscal years beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. It may be applied on a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating the update to determine the impact on the Company’s disclosures.

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from revenue transactions under ASC 606. Under the expedient, entities may assume that conditions existing as of the balance-sheet date will remain unchanged over the remaining life of those assets, thereby simplifying the estimation process for short-term receivables. The amendments are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software", ASU 2025-06 updates the accounting for internal-use software by removing the previous “project stage” model and requiring capitalization only when management authorizes and commits to funding a project that is probable of completion. The ASU also adds guidance on assessing development uncertainty, incorporates website development into Subtopic 350-40, and aligns presentation and disclosure requirements with ASC 360. The amendments are effective for annual periods beginning after December 15, 2027, and interim periods within those years, with early adoption permitted. Entities may apply the standard prospectively, modified-prospectively, or retrospectively. The Company is currently evaluating the impact of this guidance and does not expect the adoption to have a material effect on its consolidated financial statements.

Adoption of New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU improve segment reporting requirements, primarily through enhanced disclosures on significant segment expenses. Other disclosures that the ASU requires public entities to provide include the title and position of the Chief Operating Decision Maker (“CODM”) and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU for the year ended December 31, 2024, and has disclosed significant expenses reviewed by the CODM for each reportable segment, with no additional significant expenses identified beyond those presented. See Note 17, “Segment and Geographic Data” to the Condensed Consolidated Financial Statements.

- 11 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 4 – REVENUE RECOGNITION

Building Solutions Revenue Recognition. Within the Building Solutions division, we service residential and commercial construction projects by manufacturing modular housing units and other products, supplying general contractors with building materials and providing glue-laminated timber products (“glulam”) to distributors and end users. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems, and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. TT manufactures glulam for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential). For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. There are no contracts as of September 30, 2025 that are subject to over time recognition.

Business Services Revenue Recognition. We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time or as services are delivered to customers, using an input or output method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of sales or use taxes collected from clients and remitted to taxing authorities.

    We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints are not material, and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. $0.1 million and $1.1 million in bonuses were approved and paid to our contract employees in the three and nine months ended September 30, 2025, respectively. No bonuses were approved and paid to our contract employees on behalf of our clients for the three and nine months ended September 30, 2024.

    We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the nine months ended September 30, 2025 and 2024.

    Payment terms vary by client and the services being provided to the client. We consider payment terms that exceed one year to be extended payment terms. Substantially all of the Company’s contracts include payment terms of 90 days or less, and we do not extend payment terms beyond one year.

    We primarily record revenue on a gross basis in the Condensed Consolidated Statements of Operations and Comprehensive Income based upon the following key factors:

•We maintain the direct contractual relationship with the client and are responsible for fulfilling the service promised to the client.

- 12 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates, and are ultimately responsible for paying them.

    RPO. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting services for clients’ permanent staff hires. We recognize revenue for our RPO over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on fixed fees as the performance obligations are satisfied and variable fees as the constraint is lifted. We do not incur incremental costs to obtain our RPO contracts. The costs to fulfill these contracts are expensed as incurred.

    We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

    Contracting. We provide clients with a range of outsourced professional contract staffing services and managed service provider services, sometimes offered on a standalone basis and sometimes offered as part of a blended total talent solution. We recognize revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracts for outsourced professional contract staffing services and managed service provider services. The costs incurred to fulfill these contracts are expensed as incurred.

    Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Energy Services Revenue Recognition. ADT is principally engaged in the business of renting drilling tools. We also sell new drilling tools, drilling parts, supplies, and used rental tools. In addition, ADT offers repair services to support its customers. Tools purchased for sale are recorded as inventory. Tools intended for rental are recorded as part of fixed assets. Equipment rental revenue is recognized on a straight-line basis over the length of the rental contract. New tools, parts, and supplies sales are recognized as revenue upon transfer of control, which generally occurs when products are picked up by or delivered to the customer. Repair services revenues are recognized in the period the services are provided. Upon the sale of other rental tools from fixed assets, we recognize a gain or loss on the sale in other income / expense, net.

ADT’s equipment rental agreements generally contain provisions whereby should the rented tools or components provided to a customer be deemed to be irretrievably lost during drilling operations, commonly referred to as “lost-in-hole,” the Company has the right to receive reimbursement for such losses. Amounts billed to customers are at an agreed upon price relative to the specific piece of equipment, the revenue of which is recognized at the time the loss of the equipment is confirmed. The gross profit recognized from lost-in-hold transactions is normally calculated as the difference between the amounts billed to the customer and the net book value of the lost equipment. This gross profit is presented as a separate line item in the statement of cash flows under operating activities, and the cash received in connection with these activities is presented as an offset to cash purchases of property and equipment in the investing section of the statement of cash flows, to the extent it does not exceed the cash used for the purchases of the replacement equipment. Revenue recognized for the period ended September 30, 2025, totaled $147. No significant lost-in-hole reimbursements were outstanding or contingent as of the end of the third quarter.

Billings in excess of costs and estimated profit. We recognize billings in excess of costs and estimated profit on uncompleted contracts within current liabilities. Such amounts relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated profit on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. There are no liabilities associated with billings in excess of costs at September 30, 2025.
- 13 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

Contract Costs. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for these costs when the amortization period is one year or less. These costs primarily consist of internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the associated revenue is recognized. As of September 30, 2025, there were no contract costs recognized.

Deferred Revenue. Deferred revenue represents customer deposits and advanced payments for contracts that are subject to point-in-time recognition, or payments received prior to transferring control of services to customers. We have determined our contracts do not include a significant financing component.

Changes in deferred revenue for the nine months ended September 30, 2025 are as follows:

Balance at December 31, 2024
$ (129)
Revenue recognized that was included in balance at beginning of the year 129 
Deferred revenue, net, assumed from the acquisition of Star Operating Companies (3,609)
Deferred revenue, net, related to contracts entered into during the year 184 
Balance at September 30, 2025
$ (3,425)

Disaggregation of Revenue

    The following tables present our revenue disaggregated by major source for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended
 September 30, 2025
Building Solutions Business Services Energy Services Total
Major Goods/Service Lines
Revenue from RPO Customers $ —  $ 17,933  $ —  $ 17,933 
Revenue from Contracting Customers —  19,105  —  19,105 
Revenue from Other Contracts with Customers 9,603  —  1,318  10,921 
Total Revenues $ 9,603  $ 37,038  $ 1,318  $ 47,959 
Timing of Revenue Recognition
Services and goods transferred over time $ —  $ 25,959  $ 716  $ 26,675 
Services and goods transferred at a point in time 9,603  11,079  602  21,284 
Total Revenues $ 9,603  $ 37,038  $ 1,318  $ 47,959 


- 14 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended
September 30, 2024
Business Services
Major Goods/Service Lines
Revenue from RPO Customers $ 17,569 
Revenue from Contracting Customers 19,284 
Total Revenues $ 36,853 
Timing of Revenue Recognition
Services and goods transferred over time $ 26,956 
Services and goods transferred at a point in time 9,897 
Total Revenues $ 36,853 

Nine Months Ended September 30, 2025
Building Solutions Business Services Energy Services Total
Major Goods/Service Lines
Revenue from RPO Customers $ —  $ 51,103  $ —  $ 51,103 
Revenue from Contracting Customers —  53,342  —  53,342 
Revenue from Other Contracts with Customers 9,603  —  1,318  10,921 
Total Revenues $ 9,603  $ 104,445  $ 1,318  $ 115,366 
Timing of Revenue Recognition
Services and goods transferred over time $ —  $ 74,613  $ 716  $ 75,329 
Services and goods transferred at a point in time 9,603  29,832  602  40,037 
Total Revenues $ 9,603  $ 104,445  $ 1,318  $ 115,366 

Nine Months Ended September 30, 2024
Business Services
Major Goods/Service Lines
Revenue from RPO Customers $ 51,177 
Revenue from Contracting Customers 55,279 
Total Revenues $ 106,456 
Timing of Revenue Recognition
Services and goods transferred over time $ 79,002 
Services and goods transferred at a point in time 27,454 
Total Revenues $ 106,456 

- 15 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

NOTE 5 – ACQUISITIONS

Star Operating Companies

On August 22, 2025, the Company completed its previously announced acquisition of SOC pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”). This resulted in a business combination pursuant to ASC 805, Business Combinations.

The terms of the Merger Agreement determined consideration for the purchase as follows: at the Effective Time, (i) each share of common stock of SOC 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 Company common stock and (ii) each share of preferred stock of SOC 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 Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC stockholders received approximately 2,690,637 shares of Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement. The total consideration paid for SOC, which represents the fair value of the common and preferred stock, totaled approximately $32,174. Prior to the completion of the Merger Agreement, the Company determined that the Merger Agreement was in the best interests of the Company and for each of the Star and the SOC stockholders.

In accordance with ASC 805, Business Combinations, we accounted for this transaction as a business combination and recorded the acquired assets of SOC at their estimated fair value. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2025. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, inventory, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. The fair values of assets acquired and liabilities assumed were determined using valuation techniques consistent with ASC 820, Fair Value Measurement. These fair value measurements are considered nonrecurring and were determined as of the acquisition date. As noted in Note 2, Description of Business, SOC is reported as part of our Building Solutions, Energy Services, and Investments segments. The Company incurred transaction costs related to the SOC Acquisition of $1,600 that were expensed as part of “Office and general”.
- 16 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The following table sets forth the purchase price allocation of SOC to the estimated fair value of assets acquired as of the acquisition date:
Fair Value
Assets Acquired:
Cash and cash equivalents $ 4,641 
 Restricted cash, current 597 
 Investments in equity securities 2,561 
Accounts receivable 11,815 
Inventories, net 9,558 
Prepaid and other 1,515 
Property and equipment, net 17,959 
Operating lease right-of-use assets 8,608 
Long term investments 953 
Notes receivable, net of current portion 6,768 
Restricted cash, non-current 1,729 
Assets Acquired $ 66,704 
Liabilities Assumed:
Current payables $ 3,203 
Operating lease liabilities, current portion 228 
Accrued salaries, commissions and benefits 2,165 
Accrued expenses and other current liabilities 4,266 
Deferred revenue 3,609 
Short-term debt 6,042 
 Long-term debt 6,630 
Operating lease liabilities, net of current portion 8,387 
Liabilities Assumed $ 34,530 
Fair value of consideration transferred $ 32,174 
The revenue and net loss of SOC from August 22, 2025 through September 30, 2025 totaled $10,921 and $166, respectively.
- 17 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The following represents certain information from the unaudited pro forma condensed Consolidated Statement of Operations as if SOC had been included in the consolidated results of the Company for the three and nine months ending September 30, 2025 and 2024:
Three Months Ended
 September 30,
Nine Months Ended
September 30,
Pro-forma 2025 2024 2025 2024
Revenue $ 62,136  $ 50,516  $ 166,174  $ 142,720 
Gross Profit $ 25,356  $ 21,420  $ 69,786  $ 59,155 
Net loss $ (1,852) $ (2,816) $ (2,022) $ (12,166)
Alpha Consulting Group Acquisition

On July 23, 2025, the Company announced that it had acquired Alpha Consulting Group (“ACG”) (“Seller”), a Japan-based provider of recruitment services. The acquisition of ACG represents the Company’s entry into the Japanese market as part of its localization strategy for its Business Services segment. In connection with the ACG acquisition, the Seller received total $146 in cash, subject to certain adjustments, at closing. There were no earn-out payment arrangements associated with the transaction. The ACG acquisition was accounted for as a business combination under the acquisition method of accounting. The total purchase price of $146 consisted of $200 paid in cash, net of cash acquired of $14, and a working capital adjustment of negative $68. The purchase price was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill. The Company incurred $11 of transaction costs related to the ACG Acquisition, which were expensed as part of “Office and general.”

The Company’s Consolidated Statements of Operations for the three months ended September 30, 2025, included revenue of $87 and net loss of $49 from ACG.

Below is a summary of the fair value of the net assets acquired on the acquisition date:
Fair Value
Assets Acquired:
Cash and cash equivalents $ 10 
Accounts receivable 29 
Prepaid and other
Intangible assets 95 
Goodwill 242 
Restricted cash, non-current
Assets Acquired $ 385 
Liabilities Assumed:
Current payables $ 77 
Accrued salaries, commissions and benefits
Accrued expenses and other current liabilities 126 
Deferred tax Liabilities 33 
Liabilities Assumed $ 239 
Fair value of consideration transferred $ 146 

NOTE 6 – STOCK-BASED COMPENSATION

Incentive Compensation Plan

    The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020, May 17, 2022, and August 22, 2025 (the “ISAP”), pursuant to
- 18 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate for the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.

    The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On August 21, 2025, the Company’s stockholders at the 2025 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 400,000 shares and to permit the issuance of 175,000 shares of the Company’s preferred stock. As of September 30, 2025, there were 388,722 shares of the Company’s common stock available for future issuance under the ISAP.
All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.

For the nine months ended September 30, 2025, the Company granted 48,688 restricted stock units subject to performance vesting conditions for the year ended December 31, 2025. In addition, the Company granted 8,918 time-vested restricted stock units to a certain employee that were not subject to performance conditions. For the nine months ended September 30, 2024, the Company granted 47,647 restricted stock units subject to performance vesting conditions for the year ended December 31, 2024, and granted 12,540 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions. In connection with the merger on August 22, 2025, the Company converted the unvested restricted stock unit awards previously granted under SOC’s equity incentive plans at the exchange ratio of 0.23 shares to 1. As of the merger date, these assumed awards consisted of 22,717 performance-based restricted stock units and 6,046 time-based restricted stock units. The assumed awards continue to be subject to their original vesting terms and conditions, and are recognized as part of the Company’s ongoing stock-based compensation expense.

A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the nine months ended September 30, 2025 was as follows:
Vesting conditions Number of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (2)
13,296 
Performance and service conditions - Type 2 (1) (2)
35,392 
Total shares of stock award granted 48,688 

(1)The performance conditions with respect to restricted stock units may be satisfied as follows: 
(a)For grants to Corporate office employees subject to 2025 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.
- 19 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;
(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and
(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.

The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock, and prior to the acquisition of SOC were payable in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. Restricted stock units granted to directors vest over one year. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the nine months ended September 30, 2025, the Company granted a total of 54,241 RSUs to its non-employee directors.

As of September 30, 2025, 14,913 restricted stock units are deferred under the Company’s ISAP.

For the three and nine months ended September 30, 2025 and 2024, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Restricted stock units 369  481  998  945 
Restricted stock units-cash settled liabilities —  —  —  101 
Total $ 369  $ 481  $ 998  $ 1,046 
 
Restricted Stock Units

    As of September 30, 2025, the Company had $751 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 0.8 years. Restricted stock units have no voting or dividend rights until the awards are vested.

    Changes in the Company’s restricted stock units for the nine months ended September 30, 2025 and 2024 were as follows:

- 20 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Nine Months Ended September 30, 2025
Performance-based Time-based/Director Total
Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2025
55,591  $ 17.58  128,474  $ 14.96  184,065  $ 15.75 
Granted 48,688  $ 13.15  63,159  $ 9.37  111,847  $ 11.02 
SOC Grants assumed 22,717  $ 15.17  6,046  $ 14.07  28,763  $ 14.94 
Vested (14,037) $ 25.48  (15,823) $ 11.57  (29,860) $ 18.11 
Forfeited (48,311) $ 14.87  (3,264) $ 20.97  (51,575) $ 15.26 
Unvested restricted stock units at September 30, 2025
64,648  $ 13.71  178,592  $ 13.14  243,240  $ 13.29 
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

Nine Months Ended September 30, 2024
Performance-based Time-based/Director Total
Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value Number of Shares of Restricted Stock Units Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2024
95,264  $ 23.49  80,422  $ 16.50  175,686  $ 20.29 
Granted 47,647  $ 14.51  30,080  $ 17.00  77,727  $ 15.47 
Vested (58,051) $ 22.27  (24,723) $ 18.34  (82,774) $ 21.09 
Forfeited (28,841) $ 22.27  (340) $ 17.72  (29,181) $ 22.22 
Unvested restricted stock units at September 30, 2024
56,019  $ 17.76  85,439  $ 16.13  141,458  $ 16.78 

 (a)    The number of shares earned above target are based on the performance target established by the
NOTE 7 – INCOME TAXES

Income Tax Provision

    Under ASC 270, “Interim Reporting”, and ASC 740-270, “Income Taxes – Interim Reporting”, the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

Effective Tax Rate

    The provision for income taxes for the nine months ended September 30, 2025 was $626 on a pre-tax loss of $3,582, compared to a provision for income taxes of $463 on pre-tax loss of $3,722 for the same period in 2024. The Company’s effective income tax rate ("ETR") was negative 17% and negative 12% for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the nine months ended September 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.
- 21 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

Uncertain Tax Positions 

    As of both September 30, 2025 and December 31, 2024, the Company had $60, respectively, of unrecognized tax benefits, excluding interest and penalties, which, if recognized in the future, would lower the Company’s effective income tax rate.

     The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of September 30, 2025 and December 31, 2024, the Company had $37 and $33, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

        Based on information available as of September 30, 2025, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by $0 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations.

In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses (“NOLs”) remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of September 30, 2025, the Company’s open tax years, which remain subject to examination by the relevant tax authorities, are between 2019 and 2025 depending on the jurisdiction.

    The Company believes that its unrecognized tax benefits as of September 30, 2025 are appropriately reflected for all years subject to examination above.

Net Operating Losses (“NOLs”), Capital Losses, and Valuation Allowance

The Company recorded a valuation allowance against all of our consolidated US deferred tax assets for NOLs and Capital Losses as of September 30, 2025 and December 31, 2024. We intend to continue maintaining a full valuation allowance on our deferred tax assets for NOLs until there is sufficient evidence to support the reversal of all or some portion of these allowances in the future.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes a broad range of tax reform provisions that may affect the Company’s financial results. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the Company’s income tax expense and deferred tax assets; however, it is not expected to have a material impact to our Consolidated Financial Statements.

NOTE 8 – ACCOUNTS RECEIVABLE, NET

Within our Building Solutions and Energy Services segments, accounts receivable consist principally of trade receivables from customers. These are recorded at the invoiced amount and are generally unsecured and due within 30 days. Trade receivables do not bear interest. We use an expected loss methodology. This methodology includes information about past events, current economic conditions and reasonable and supportable forecasts that impact the collectibility of the reported amounts of the receivables over their lifetime. Within the Current Expected Credit Losses (“CECL”) guidelines, we utilize a “probability of default” methodology to determine expected credit losses under the CECL model. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. Our “probability of default” methodology principally entails evaluating the collectability of our trade receivables and providing reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. Within our Business Services segment, accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates.

Our estimates of collectability could be impacted by material amounts due to changed circumstances, such as a higher number of defaults or material adverse changes in a payor’s ability to meet its obligations. Expected credit losses related to trade accounts receivable are recorded as an allowance for doubtful accounts within accounts receivable, net in the
- 22 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Consolidated Balance Sheets, and the related provision for doubtful accounts is charged to office and general expenses. We do not have any off-balance sheet credit exposure related to our customers.

Unbilled receivables of $9,380 and $5,925 as of September 30, 2025 and December 31, 2024, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:
September 30, December 31,
Accounts Receivable: 2025 2024
Billed receivables $ 27,205  $ 14,559 
Unbilled receivables 9,380  5,925 
Accounts Receivable, Gross 36,585  20,484 
Allowance for expected credit losses (346) (391)
Accounts Receivable, Net $ 36,239  $ 20,093 
The following table summarizes the total provision for expected credit losses and write-offs:
Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Beginning balance $ 205  $ 378  $ 391  $ 378 
Provision for expected credit losses 45  —  64 
Write-offs (2) (6) (207) (9)
Allowance for expected credit losses, assumed from the acquisition of Star Operating Companies 98  —  98  — 
Ending Balance $ 346  $ 372  $ 346  $ 372 
- 23 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 9 – DEBT
A summary of debt outstanding as of September 30, 2025 is as follows:
September 30, 2025
Amount Weighted-Average Interest Rate
Revolving Credit Facility - Premier EBGL $ 2,605  7.75%
Revolving Credit Facility - Austin ADT 1,911  9.25%
Total Short-term Revolving Credit Facilities 4,516  8.38%
Austin - ADT Term Loan 160  9.25%
Term Loan Secured by Mortgage 355  7.50%
Bridgewater - TT Term Loan 1,400  7.85%
Total Short-term Debt 6,431  8.24%
Austin - ADT Term Loan, net of current portion 399  9.25%
Term Loan Secured by Mortgage, net of current portion 2,396  7.50%
Bridgewater - TT Term Loan, net of current portion 3,727  7.85%
Long Term Debt, net of current portion 6,522  7.81%
Total Debt $ 12,953  7.62%

Austin Loan Agreement

On March 3, 2025, ADT entered into a Loan and Security Agreement (the “Austin Loan Agreement”) with Austin Financial Services, Inc. (“Austin” or "AFS") providing ADT with a working capital line of credit of up to $3,000 and a term loan originally proposed of up to $800, subject to the conditions and procedures set forth in the Austin Loan Agreement. Availability under the Austin Loan Agreement is based on a formula tied to ADT’s eligible accounts receivable, inventory, and equipment, and borrowings bear interest at the prime rate plus 1.75%, with interest payable monthly and the outstanding principal balance payable March 3, 2028 (the “Maturity Date”). Based on AFS’s appraisal of ADT’s machinery and equipment, AFS reduced the term loan commitment to $638. The Austin Loan Agreement also provides for certain fees payable to Austin during its term. The term loan payment is approximately $13 per month. The loan is secured by substantially all of the assets of ADT and is subject to certain covenants. Under the terms of the AFS loan agreement, the Company is required to provide various financial and collateral reports to the lender on a regular basis. These reports include weekly availability and cash activity summaries, monthly accounts receivable and accounts payable agings, inventory reports, balance sheets, and income statements, as well as annual financial statements reviewed by an independent CPA, if requested. The Company must also provide any additional financial or operational information upon the lender’s request.

There are no specific financial covenants related to ratios, thresholds, or performance metrics under the AFS facility. However, failure to timely submit the required financial reports constitutes an event of default under the loan agreement.
- 24 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

Premier Facility

On August 16, 2023, EdgeBuilder and Glenbrook (referred to herein as the “EBGL Borrowers”), entered into a Revolving Credit Loan Agreement with Premier Bank (“Premier”), which was subsequently amended on December 5, 2023 to provide the EBGL Borrowers with a working capital line of credit of up to $6,000 (the “Premier Loan Agreement”). Availability under the Premier Loan Agreement is based on a formula tied to the EBGL Borrowers’ eligible accounts receivable, inventory, and equipment. Borrowings under the Premier Loan Agreement bear interest at the prime rate plus 0.75% (and a minimum interest rate of 6.75%), with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Premier Loan Agreement. The Premier Loan Agreement also provides for certain fees payable to Premier during its term. The initial term of the Premier Loan Agreement expired on December 5, 2024 but may be extended from time to time at the request of the EBGL Borrowers, subject to approval by Premier. The term of the Premier Loan Agreement has been extended to December 5, 2025. The EBGL Borrowers’ obligations under the Premier Loan Agreement are guaranteed by the Company and secured by all of their inventory, equipment, accounts receivable, and other intangibles. As of September 30, 2025, availability under the Premier Loan Agreement was approximately $2,562. Premier holds $600 of restricted cash associated with the Premier Facility.
Financial covenants associated with the Premier Loan Agreement require that the EBGL Borrowers annually maintain (a) a debt service coverage ratio for any calendar year of greater than 1.25; (b) a debt-to-equity ratio at the end of each calendar year less than 1.65; (c) a fixed charge coverage ratio at the end of each calendar year of greater than 1.1; (d) working capital of at least $2 million; and (e) a current ratio of at least 1.5. As of September 30, 2025 the EBGL Borrowers were in compliance with the Premier Loan Agreement covenants.

KeyBank Facility

On April 24, 2024, KBS entered into a Loan and Security Agreement (the “KeyBank Loan Agreement”) with KeyBank National Association (“KeyBank”) providing KBS with a working capital line of credit of up to $4.0 million, subject to the conditions and procedures set forth in the KeyBank Loan Agreement. All borrowings under the KeyBank Loan Agreement bear interest at the Adjusted Daily SOFR Rate (as defined in the KeyBank Loan Agreement) plus 3%, with interest payable monthly and the outstanding principal balance payable on April 30, 2025 (the “Maturity Date”). The KeyBank Loan Agreement expires on the Maturity Date but may be extended from time to time at the request of KBS, subject to approval by KeyBank. SOC signed an extension on July 29, 2025 extending the Maturity Date to July 29, 2026. The KeyBank Loan Agreement also provides for certain fees payable to KeyBank. KBS’ obligations under the KeyBank Loan Agreement are guaranteed by SOC and secured by all of KBS’ inventory, equipment, accounts and other intangibles, if applicable, and all proceeds of the foregoing. Simultaneous with the execution of the KeyBank Loan Agreement, SOC entered into that certain Guaranty, dated April 24, 2024 (the “Guaranty”), pursuant to which SOC agreed to guarantee all amounts borrowed by KBS under the KeyBank Loan Agreement.

A financial covenant associated with KeyBank Loan Agreement requires that KBS maintains a ratio of its Operating Cash Flow to its Total Fixed Charges of at least 1.25 to 1.0 measured quarterly (the "FCCR Covenant"). As of September 30, 2025, KBS was in compliance with the FCCR covenant. The balance outstanding under the line was $0 as of September 30, 2025.

Term Loan Secured by Mortgage

On June 28, 2024, in connection with SOC's acquisition of substantially all of the assets used in the business of Timber Technologies, Inc. which closed on May 17, 2024, Timber Properties, LLC (“Timber Properties”), an affiliate of the Seller, sold to 106 Bremer, LLC, a wholly owned subsidiary of the Company (“106 Bremer”), all of Timber Properties’ Owned Real Property pursuant to a Real Estate Sales Agreement for $3,000 plus closing costs.

In connection with the purchase of the Owned Real Property, on June 28, 2024, 106 Bremer issued a Promissory Note in the principal amount of $3,000 (the “TT Property Note”) secured by a Mortgage (the “TT Property Mortgage”) on the Owned Real Property to Timber Properties. All borrowings under the TT Property Note bear interest at 7.50%, with interest payable quarterly and the outstanding principal balance payable on June 29, 2034.



- 25 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Bridgewater Facility

In connection with the completion of the TT Acquisition, on May 17, 2024, Timber Technologies Solutions, Inc., a wholly owned subsidiary of SOC, (the “Borrower”), entered into a Loan Agreement (the “Bridgewater Loan Agreement”) with Bridgewater Bank (“Bridgewater”) and issued a Term Promissory Note to Bridgewater in the amount of $7,000 thereunder (the “Facility”). All borrowings under the Facility bear interest at 7.85%, with interest payable monthly and the outstanding principal balance payable on May 20, 2029 (the “Maturity Date”). The Bridgewater Loan Agreement also provides for certain fees payable to Bridgewater during its term. The Borrower’s obligations under the Facility are guaranteed by the Company and secured by all of the Borrower’s inventory, equipment, accounts receivable, and other intangibles.

In connection with the Bridgewater Loan agreement, an amount of $1,000 was required to be deposited with Bridgewater and be under the sole dominion and control of Bridgewater, and SOC shall not have any control over the use of, or any right to withdraw any amount of the restricted deposit. In the event that SOC maintains compliance with all of the financial covenants set forth in the Bridgewater Loan Agreement for four consecutive measurement dates, Bridgewater shall release a portion of the deposit. As of September 30, 2025 Bridgewater released $500. The remaining $500 deposit is recorded in Restricted cash-non current in the Condensed Consolidated Balance Sheets.

Financial covenants require that TT maintain (i) a ratio of Cash Flow to Total Fixed Charges of not less than 1.30 to 1.00 as measured on each applicable Measurement Date on a trailing twelve (12) month basis; (ii) maintain a ratio of Senior Funded Debt to trailing twelve (12) month Adjusted EBITDA not to exceed 3.00 to 1.00 as measured on each applicable Measurement Date for a Measurement Period; (iii) maintain a ratio of Total Funded Debt to trailing twelve (12) month adjusted EBITDA not to exceed 4.00 to 1.00 as measured on each applicable Measurement Date for a Measurement Period. TT was in compliance with its covenants as of September 30, 2025.

Invoice Finance Credit Facility

    On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of September 30, 2025, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $4 and $8 for the three and nine months ended September 30, 2025, respectively, and $5 and $9 for the three and nine months ended September 30, 2024, respectively.

    The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of September 30, 2025.

    Amounts borrowed from the NAB Facility may be large, contain short maturities and have quick turnovers. Amounts borrowed and repaid are presented on a net basis on the Condensed Consolidated Statements of Cash Flows.

On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023, and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024. As a result, no interest expense or fees were incurred during the three and nine months ended September 30, 2025. Interest expense and fees incurred on the HSBC Facility Agreement were $6 for the nine months ended September 30, 2024.
- 26 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 10 – LEASES

Lessee

We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 20 years. Some of the leases include options to extend the leases and some include options to terminate the lease within 1 year. Operating leases and finance leases are included separately in the condensed Consolidated Balance Sheets.

The components of lease expense are as follows:
Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Operating lease cost $ 344  $ 331  $ 883  $ 1,010 
Finance lease cost:
Amortization of finance lease assets $ $ —  $ $ — 
Interest on finance lease liabilities —  —  —  — 
Total finance lease cost $ $ —  $ $ — 

Supplemental cash flow information related to leases was as follows:
Nine Months Ended
September 30,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 677  $ 600 
Operating cash flows from finance leases $ —  N/A
Financing cash flows from finance leases $ N/A
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 957  $ 416 

Supplemental balance sheet information related to leases was as follows:
September 30, 2025 December 31, 2024
Weighted average remaining lease term (in years)
Operating leases 14.6 2.5
Finance leases 1.1 N/A
Weighted average discount rate
Operating leases 12.79  % 8.50  %
Finance leases 5.77  % N/A

We are committed to making future cash payments on non-cancelable operating leases and finance leases (including interest). The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of September 30, 2025 were as follows:
- 27 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Operating Leases Finance Leases
2025 $ 481  $
2026 1,685  17 
2027 1,519 
2028 1,494  — 
2029 1,490  — 
2030 and thereafter 18,303  — 
Total future minimum lease payments 24,972  24 
Less amounts representing interest (14,935) (1)
Present value of lease obligations $ 10,037  $ 23 
- 28 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 11– GOODWILL AND INTANGIBLE ASSETS

Goodwill

For the nine months ended September 30, 2025 and the twelve months ended December 31, 2024, the changes in carrying amount of goodwill were as follows:

Carrying Value
2025
Goodwill, January 1, $ 5,703 
Acquisitions 242 
Currency translation 24 
Goodwill, September 30, 2025
$ 5,969 
Carrying Value
2024
Goodwill, January 1, $ 5,749 
Currency translation (46)
Goodwill, December 31, 2024
$ 5,703 

Intangible Assets
The Company’s intangible assets consisted of the following components as of September 30, 2025 and December 31, 2024:

September 30, 2025 Weighted Average Remaining Amortization Useful Lives
(in years)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Non-compete agreements 3.0 $ 148  $ (129) $ 19 
Trade name 5.6 1,663  (896) 767 
Customer lists 2.1 4,021  (2,938) 1,083 
Developed technology
0.3 657  (655)
$ 6,489  $ (4,618) $ 1,871 

December 31, 2024 Weighted Average Remaining Amortization Useful Lives
(in years)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Non-compete agreements 2.9 $ 145  $ (116) $ 29 
Trade name 6.1 1,634  (731) 903 
Customer lists 2.6 3,952  (2,399) 1,553 
Developed technology
1.0 657  (651)
$ 6,388  $ (3,897) $ 2,491 
Amortization expense for the three and nine months ended September 30, 2025 was $246 and $722, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during the nine months ended September 30, 2025 and 2024.
- 29 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2025, and for each of the next fiscal years are as follows:

2025 $ 172 
2026 683 
2027 577 
2028 131 
2029 110 
Thereafter 198 
$ 1,871 

The change in the book value of amortizable intangible assets is as follows:

January 1, 2025
Beginning Balance
Acquisition Amortization Translation and Other
September 30, 2025
Ending Balance
Non-compete agreements $ 29  $ $ (14) $ $ 19 
Trade name 903  27  (165) 767 
Customer lists 1,553  66  (539) 1,083 
Developed technology
—  (4) — 
$ 2,491  $ 95  $ (722) $ $ 1,871 
NOTE 12 – FAIR VALUE MEASUREMENTS

The Financial Accounting Standards Board’s authoritative guidance for fair value measurements establishes a three-level hierarchy based upon the inputs to the valuation model of an asset or liability. Assets and liabilities presented at fair value in our Consolidated Balance Sheets are generally categorized as follows:

Level 1:Quoted prices in active markets for identical assets or liabilities.
Level 2:Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Such assets and liabilities may have values determined using pricing models, discounted cash flow methodologies, or similar techniques, and include instruments for which the determination of fair value requires significant management judgment or estimation.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy our assets and liabilities that were recorded at fair value as of September 30, 2025:
- 30 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

Assets and Liabilities Measured at Fair Value on a Recurring Basis
Fair Value as of September 30, 2025
Level 1 Level 2 Level 3 Total
Assets (Liabilities):
Equity securities $ 2,721  $ —  $ —  $ 2,721 
Lumber derivative contracts (3) —  —  (3)
BLL acquisition related earnout —  —  (229) (229)
Total $ 2,718  $ —  $ (229) $ 2,489 

The table below presents a reconciliation for Level 3 liabilities for the period ended September 30, 2025. The Level 3 liabilities consist of an earnout liability associated with SOC's acquisition of Big Lake Lumber (“BLL”) in 2023. The change in the Level 3 liability during the period was primarily due to additional accruals recognized. These changes are included in "Purchases, issuances, and settlements (net)" in the Level 3 rollforward below.

2025
Acquisition value at August 21, 2025 $ 201 
Additions (new accruals recognized)
28 
Balance as at September 30, 2025 $ 229 

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain assets acquired and liabilities assumed in connection with the SOC acquisition were measured at fair value on a nonrecurring basis as of the acquisition date.

Additional information regarding the valuation methodologies and assumptions used in determining these fair values is included in Note 5 – Acquisitions, which presents the allocation of purchase consideration and related fair value measurements required under ASC 805, Business Combinations.

No other assets or liabilities were measured at fair value on a nonrecurring basis during the period

Equity Securities

The investment in equity securities consists of common stock of publicly traded companies. The fair value of these securities is based on the closing prices observed on September 30, 2025, and is recorded in “Investments in equity securities” in the condensed Consolidated Balance Sheets.

Gains and losses from investments in equity securities are recorded in other income (expense) in the condensed Consolidated Statements of Operations and included the following for the period ended September 30, 2025.
- 31 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Three and Nine Months Ended September 30,
2025
Unrealized loss on equity securities $ (75)
Unrealized gain on equity securities 41 
Realized gain on equity securities 11
Total loss on equity securities $ (23)

Lumber Derivative Contracts

We may enter into lumber derivative contracts in order to protect our gross profit margins from fluctuations caused by lumber price volatility. Such contracts, which are generally entered into to protect the gross margins on our wall panel contracts at EdgeBuilder and Glenbrook Building Supply, Inc. (“Glenbrook” and referred to jointly with EdgeBuilder as “EBGL”), are recorded within current assets or liabilities in the Condensed Consolidated Balance Sheets. As of September 30, 2025, we had a net long (buying) position of 220,000 board feet under 8 lumber derivatives contracts with a November 30, 2025 expiration date.

Gains and losses from lumber derivative contracts are recorded in the cost of revenues in the Condensed Consolidated Statements of Operations and included the following for the period ended September 30, 2025:
Three and Nine Months Ended September 30,
2025
Unrealized loss on lumber derivatives $ (30)
Realized loss on lumber derivatives (32)
Total loss on lumber derivatives $ (62)

NOTE 13 – LOSS PER SHARE

    Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted loss per share is computed by dividing the Company’s net loss by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money”, unvested restricted stock, and unvested restricted stock units. We have not allocated net income (loss) attributable to warrants because the holders of our warrants are not contractually obligated to share in our income (loss). The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted loss per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met.
    A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations for the three and nine months ended September 30, 2025 and 2024 were as follows:

- 32 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
  Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Loss per share (“EPS”):        
Basic $ (0.54) $ (0.28) $ (1.37) $ (1.39)
Diluted $ (0.54) $ (0.28) $ (1.37) $ (1.39)
EPS numerator - basic and diluted:
Net loss $ (1,764) $ (846) $ (4,208) $ (4,185)
EPS denominator (in thousands):      
Weighted average common stock outstanding - basic 3,263  2,975  3,082  3,009 
Common stock equivalents: restricted stock units and restricted shares of common stock (a)
— 

—  —  — 
Weighted average number of common stock outstanding - diluted 3,263  2,975  3,082  3,009 

(a)    The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 6 to the Condensed Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.

NOTE 14 – STOCKHOLDERS’ EQUITY

Common Stock
    
On August 8, 2023, the Company’s Board of Directors authorized a share repurchase program for up to $5,000 of the Company’s outstanding common stock. The Company continues to view share repurchases as an attractive use of capital and may repurchase shares from time to time, as market conditions warrant, through open market purchases, privately negotiated transactions, block trades, or other methods, in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). This authorization does not expire.

During the nine months ended September 30, 2025, the Company completed its $5,000 share repurchase program authorized on August 8, 2023. On September 10, 2025, the Board of Directors authorized a new common stock repurchase program under which the Company may repurchase up to $3,000 of its outstanding common stock. During the nine months ended September 30, 2025, the Company repurchased a total of 274,922 shares of its common stock for an aggregate cost of $2.6 million under these authorizations. Of this total, 261,052 shares were repurchased on September 25, 2025, in connection with a transaction with a certain shareholder totaling $2.44 million, and the remaining 13,870 shares were repurchased on the open market for a cost of $131. As of September 30, 2025, under the July 30, 2015, August 8, 2023 and September 10, 2025 authorizations combined, the Company had repurchased an aggregate of 942,418 shares for a total cost of $15,454, completing the August 8, 2023 authorization and leaving $2,547 available for purchase under the September 10, 2025 authorization. During the nine months ended September 30, 2024 the Company repurchased a total of 154,084 shares of its common stock for a cost of $2,495 under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $655 that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1,181, as well as 40,267 shares of its common stock on the open market for a cost of $659.

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
    
- 33 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 15 – PERPETUAL PREFERRED STOCK

Holders of shares of our Series A Preferred Stock are entitled to receive, when, as, and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10% per annum of the liquidation preference of $10 per share. Dividends are payable quarterly, in arrears, by the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. The Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for 6 or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank would be entitled to vote separately as a class for the election of 2 additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. The Series A Preferred Stock is not subject to redemption by the Company.

On August 22, 2025, we announced that our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $0.025 per share for an aggregate amount of approximately $67. The record date for this dividend was September 1, 2025, and the payment date was September 10, 2025. As of September 30, 2025, we are current on our preferred dividend payments.

NOTE 16 – STOCKHOLDER RIGHTS PLAN

    On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. The Board of Directors has taken further action to amend the Original Rights Agreement, as amended by the First Amendment, to extend the expiration of the Rights Agreement to October 15, 2027, as contemplated in the Second Amendment to Rights Agreement (the “Second Amendment”). The Second Amendment was approved by the Board on June 13, 2024, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2024 Annual Meeting of Stockholders held on July 31, 2024.

The Company also has a provision in its Amended and Restated Certificate of Incorporation which generally prohibits transfers of its common stock that could result in an ownership change.

Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.

    The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised.

- 34 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change.
    
The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.
    
    Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above.

    The Rights will expire on the earliest of (i) the close of business on October 15, 2027, or such earlier date as of which the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which all exercisable Rights are exchanged as provided in Section 24, (iv) the close of business on the effective date of the repeal of Section 382 of the Code or any successor or replacement provision if the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, and (v) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.

    The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price.

    The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock.

    Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.

NOTE 17 – SEGMENT AND GEOGRAPHIC DATA

Segment Reporting

Corporate expenses are reported separately for the four reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). We have disclosed for each reportable segment the significant expense that is reviewed by CODM in the tables below with no additional significant expenses beyond those presented. Segment information is presented in accordance with ASC 280, “Segment Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods.
- 35 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant assets separated by segment for internal reporting purposes.

Our reportable segments are based upon our internal organizational structure, the manner in which our operations are managed, the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), to evaluate segment performance, the availability of separate financial information, and overall materiality considerations. Effective as of the acquisition of SOC on August 21, 2025, our business divisions are organized into the following four reportable segments, reflecting the manner in which our CODM assesses performance and allocates resources:

1.Building Solutions
2.Business Services
3.Energy Services
4.Investments

Our reporting segments have been determined based on the nature of the products and services offered to customers or the nature of their function in the organization. We evaluate performance based on gross profit and operating income (loss). Our operating costs included in our shared service functions primarily consist of senior executive officers, finance, human resources, legal, and information technology. Star Equity shared service corporate costs have been separated from the reportable segments. Prior period presentation previously disclosed conforms to current year presentation.

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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Segment information for the three and nine months ended September 30, 2025 and 2024, respectively, is as follows:
Building Solutions Business Services Energy Services Investments Corporate and Intersegment eliminations Total
For The Three Months Ended September 30, 2025
Revenues $ 9,603  $ 37,038  $ 1,318  $ 53  $ (53) $ 47,959 
Cost of revenues 7,919  18,408  972  33  —  27,332 
Gross profit (a)
1,684  18,630  346  20  (53) 20,627 
Salaries and related (761) (14,570) (231) —  (573) (16,135)
Office and general (488) (2,154) (158) (26) (1,993) (4,819)
Marketing and promotion (9) (901) (3) —  —  (913)
Operating expenses depreciation and amortization (40) (350) (8) —  (6) (404)
Operating income (loss) $ 386  $ 655  $ (54) $ (6) $ (2,625) $ (1,644)
EBITDA (loss) (b)
$ 495  $ 797  $ 140  $ (6) $ (2,356) $ (930)
Total depreciation and amortization (109) (350) (169) (33) (5) (666)
Interest income (expense), net (51) (128) (39) 89  210  81 
Provision for income tax —  (3) —  —  (246) (249)
Net income (loss) $ 335  $ 316  $ (68) $ 50  $ (2,397) $ (1,764)
For The Nine Months Ended September 30, 2025
Revenues $ 9,603  $ 104,445  $ 1,318  $ 53  $ (53) $ 115,366 
Cost of revenues 7,919  50,782  972  33  —  59,706 
Gross profit (a)
1,684  53,663  346  20  (53) 55,660 
Salaries and related (761) (42,925) (231) —  (1,400) (45,317)
Office and general (488) (5,437) (158) (26) (4,067) (10,176)
Marketing and promotion (9) (2,803) (2) —  —  (2,814)
Operating expenses depreciation and amortization (40) (872) (8) —  (12) (932)
Operating income (loss) $ 386  $ 1,626  $ (53) $ (6) $ (5,532) $ (3,579)
EBITDA (loss) (b)
$ 495  $ 1,255  $ 140  $ (6) $ (4,478) $ (2,594)
Total depreciation and amortization (109) (872) (169) (33) (11) (1,194)
Interest income (expense), net (51) (406) (39) 89  613  206 
Provision for income tax —  (451) —  —  (175) (626)
Net income (loss) $ 335  $ (474) $ (68) $ 50  $ (4,051) $ (4,208)
As of September 30, 2025
Accounts receivable, net $ 7,416  $ 24,777  $ 3,967  $ —  $ 79  $ 36,239 
Long-lived assets, net of accumulated depreciation and amortization (c)
$ 4,309  $ 8,073  $ 6,995  $ 6,660  $ 177  $ 26,214 
Total assets $ 34,532  $ 45,910  $ 12,628  $ 19,524  $ 4,546  $ 117,140 

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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Business Services Corporate and Intersegment eliminations Total
For The Three Months Ended September 30, 2024
Revenues $ 36,853  $ —  $ 36,853 
Cost of revenues 18,250  —  18,250 
Gross profit (a)
18,603  —  18,603 
Salaries and related (14,609) (299) (14,908)
Office and general (1,862) (961) (2,823)
Marketing and promotion (970) (1) (971)
Operating expenses depreciation and amortization (355) (3) (358)
Operating income (loss) $ 807  $ (1,264) $ (457)
EBITDA (loss) (b)
$ 704  $ (987) $ (283)
Depreciation and amortization (355) (3) (358)
Interest income (expense), net (132) 225  93 
Provision for income taxes (248) (50) (298)
Net loss $ (31) $ (815) $ (846)
For The Nine Months Ended September 30, 2024
Revenues $ 106,456  $ —  $ 106,456 
Cost of revenues 53,908  —  53,908 
Gross profit (a)
52,548  —  52,548 
Salaries and related (43,335) (1,064) (44,399)
Office and general (5,213) (2,951) (8,164)
Marketing and promotion (2,624) (3) (2,627)
Operating expenses depreciation and amortization (1,034) (8) (1,042)
Operating income (loss) $ 342  $ (4,026) $ (3,684)
EBITDA (loss) (b)
$ 279  $ (3,239) $ (2,960)
Total depreciation and amortization (1,034) (8) (1,042)
Interest income (expense), net (390) 670  280 
Provision for incomes taxes (367) (96) (463)
Net loss $ (1,512) $ (2,673) $ (4,185)
As of December 31, 2024
Accounts receivable, net $ 20,093  $ —  $ 20,093 
Long-lived assets, net of accumulated depreciation and amortization (c)
$ 8,410  $ 26  $ 8,436 
Total assets $ 45,273  $ 7,310  $ 52,583 
(a)Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.

(b)SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors 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 this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.
- 38 -

STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

(c)Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

Geographic Data Reporting

A summary of revenues for the three and nine months ended September 30, 2025 and 2024 and net assets by geographic area as of September 30, 2025 and 2024 and as of December 31, 2024, were as follows:
Australia United
States
United
Kingdom
Other Total
For The Three Months Ended September 30, 2025    
Revenue (a)
$ 18,998  $ 18,439  $ 4,922  $ 5,600  $ 47,959 
For The Three Months Ended September 30, 2024    
Revenue (a)
$ 18,089  $ 7,233  $ 5,913  $ 5,618  $ 36,853 
For The Nine Months Ended September 30, 2025
Revenue (a)
$ 50,692  $ 31,688  $ 16,427  $ 16,559  $ 115,366 
For The Nine Months Ended September 30, 2024
Revenue (a)
$ 54,770  $ 19,577  $ 17,317  $ 14,792  $ 106,456 
As of September 30, 2025        
Long-lived assets, net of accumulated depreciation and amortization (b)
$ 42  $ 24,131  $ 17  $ 2,024  $ 26,214 
Net assets $ 5,337  $ 47,086  $ 2,949  $ 12,399  $ 67,771 
As of December 31, 2024        
Long-lived assets, net of accumulated depreciation and amortization (b)
$ 20  $ 6,667  $ 16  $ 1,733  $ 8,436 
Net assets $ 7,788  $ 17,066  $ 3,076  $ 12,498  $ 40,428 
  
(a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

NOTE 18 – SUPPLEMENTARY BALANCE SHEET INFORMATION

Inventories

The components of inventories are as follows:
September 30, 2025
Raw materials $ 4,295 
Work-in-process 415 
Finished goods 3,036 
Total inventories, net $ 7,746 
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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
ADT's inventory, amounting to $1,444 as of September 30, 2025, consists of component equipment, parts and supplies which are classified as raw materials using the weighted average cost method.

Property and Equipment

Property and equipment consists of the following:
September 30, 2025
Land $ 1,133 
Buildings and leasehold improvements 9,069 
Transportation 1,944 
Machinery and equipment 11,906 
Gross property and equipment 24,052 
Accumulated depreciation (5,678)
Total property and equipment, net $ 18,374 

Depreciation expense for the three and nine months ended September 30, 2025 was $420 and $472 respectively, and $67 and $169 for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, we held non-operating land and a building in Oxford, Maine for investment and potential future use which had a carrying value of $1,800 and was included within property and equipment on the Consolidated Balance Sheets.

Included in machinery and equipment in the above table is rental equipment with a net book value of approximately $4,295 as of September 30, 2025, related to our Energy Services segment.

Warranty Reserves

Within our Building Solutions division, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EdgeBuilder provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. TT provides a fifty-year limited warranty to the original buyer of its products, qualified by the original buyer’s obligation to ensure that the products are properly handled, stored, and installed. Historical losses related to the Timber Technologies warranty have been insignificant and therefore no reserve has been established. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. Within our Energy Services division, we do not provide warranties on our products.

Notes Receivable

Notes receivable consists of the following principal and interest balances as of September 30, 2025:
September 30, 2025
Principal and interest
Catalyst Note $ 6,341 
MDOS Note 670 
KBS Customer Note 46 
Total note receivable 7,057 
Less current portion 270 
Note receivable, net of current portion $ 6,787 

As a part of the sale of Digirad Health in May 2023, SOC entered into a $7,000 promissory note (the “Catalyst Note”) which represents an unsecured note receivable on our balance sheet. The note has a maturity date of May 3, 2029 with payment-in-kind (non-cash) interest on the outstanding principal balance hereof to accrue at the Interest Rate. The full balance is scheduled to be paid at the maturity date.
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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The Interest Rate is defined as (i) during the period from the date of issuance of the note through the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 5.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement (as defined in the Purchase Agreement) during such period, and (ii) during the period following the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 7.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement during such period.

In 2021, SOC completed the sale of MD Office Solutions in exchange for a secured promissory note (the “MDOS Note”). This note, the principal of which is approximately $670 at September 30, 2025, is included in “Notes receivable, current portion” and “Notes receivable” in our Consolidated Balance Sheet at September 30, 2025 for $223 and $447, respectively. The MDOS Note requires quarterly installments of $74 and incurs interest at a fixed rate of 5.0% through maturity in 2028.

In 2023, KBS issued a promissory note to a customer, incurring 12% interest per annum (the “KBS Customer Note”). The KBS Customer Note is included in “Notes receivable, current portion” in the Consolidated Balance Sheets at September 30, 2025.

The Company evaluates its notes receivable portfolio under the Current Expected Credit Loss (“CECL”) model.
Long Term Investments

Below are the components of our Long Term Investments as of September 30, 2025:
Method of Accounting September 30, 2025
Investment in Catalyst Cost Method $ 953 
Investment in Enservco-Common Stock Fair Value Election — 
Investment in Enservco-Preferred Stock Fair Value Election — 
Investment in Enservco-Call Option Fair Value Election — 
Total $ 953 

Investment in Catalyst

As a part of the sale of Digirad Health, SOC received common equity of Catalyst Parent, which is held in our Investments Segment at a fair value of $953 at September 30, 2025. We have elected the measurement alternative under ASC 321, Investments-Equity Securities. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified.

Investment in Enservco

On August 9, 2024, SOC entered into an investment in Enservco pursuant to a Share Exchange Agreement in which SOC agreed to issue to Enservco 250,000 shares of 10% Series A Cumulative Perpetual Preferred Stock representing $2,600 of value in exchange for 9,023,035 Enservco Common Shares, representing 19.9% of the equity interests of Enservco, and 3.5 million Enservco Preferred Shares and certain options included in the Share Exchange Agreement. Enservco also agreed to appoint one Company representative to the Enservco board of directors. We also issued a $1,000 Note to Enservco to facilitate Enservco’s acquisition of Buckshot Trucking, LLC.

We hold the Investment in Enservco in the Investments Segment. As of September 30, 2025, we owned 9.0 million shares of Enservco Common Stock, representing approximately 15.5% of Enservco’s outstanding common stock, and 3.5 million shares of Mandatorily Convertible Preferred Stock representing approximately 22.0% of the total outstanding Enservco Common Stock assuming all preferred stock was converted. At September 30, 2025, the current value of the investment in Enservco and the Note had a value of zero.

NOTE 19 – CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

    Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 was as follows: 
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STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
September 30,
2025
December 31,
2024
Cash and cash equivalents $ 15,368  $ 17,011 
Restricted cash, current 1,209  476 
Restricted cash, non-current 1,949  180 
Total cash, cash equivalents, and restricted cash $ 18,526  $ 17,667 

    Restricted cash primarily includes lease and collateral deposits, as well as bank guarantees for licensing.

NOTE 20 – COMMITMENTS AND CONTINGENCIES

Litigation and Complaints

    The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

    For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any legal reserves as of September 30, 2025 and December 31, 2024.

In the normal course of business, we have been and will likely continue to be subject to litigation or administrative proceedings incidental to our business, such as claims related to compliance with regulatory standards, customer disputes, employment practices, wage and hour disputes, product liability, professional liability, malpractice liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters but currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations.

The outcome of litigation and the amount or range of potential loss at particular points in time may be difficult to ascertain. Among other things, uncertainties can include how trial and appellate courts will apply the law and interpret facts, as well as the contractual and statutory obligations of other indemnifying and insuring parties. The estimated range of reasonably possible losses, and their effect on our financial position is based on currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties.

NOTE 21 – SUBSEQUENT EVENT

On November 13, 2025, Hudson Talent Solutions, LLC (“HTS”) and Jacob Zabkowicz, Global Chief Executive Officer for HTS, entered into an amended and restated executive employment agreement (the “Amended Employment Agreement”), to the executive employment agreement, dated as of October 6, 2023 between the Company and Jacob Zabkowicz (the “Original Employment Agreement”). Pursuant to the Amended Employment Agreement, the Company will employ Mr. Zabkowicz as the Global Chief Executive Officer of HTS until November 15, 2029, with automatic, annual extensions for additional one-year terms.

The principle compensation changes that the Amended Employment Agreement made to the to the Original Employment Agreement are: (i) Mr. Zabkowicz’s annual base salary was increased from $400,000 to $450,000; (ii) in lieu of being eligible to receive a cash bonus of up to $400,000, contingent on achievement of certain performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Series A Preferred Stock in the Company (“Preferred Stock”) commencing with the fiscal year ending December 31, 2026 contingent on achievement of pre-established EBITDA goals, as determined by the Board or the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and Mr. Zabkowicz’s continued employment with the Company
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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
through the last day of the fiscal year (“EBITDA Bonus”); and (iii) in lieu of being eligible to receive a cash bonus of up to $300,000, contingent on achievement of certain other pre-established performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Preferred Stock commencing with the fiscal year ending December 31, 2026 contingent on achievement of pre-established gross profit goals, as determined by the Board or the Compensation Committee , and Mr. Zabkowicz’s continued employment with the Company through the last day of the fiscal year (“Gross Profit Bonus”). In lieu of receiving an award of restricted stock units (“RSUs”) to receive shares of the Company’s Stock with a grant date fair market value of $1,000,000, Mr. Zabkowicz shall receive a cash bonus of $333,000 and a grant of RSUs with a grant date fair market value of $667,000 and which shall vest 1/3 on the first anniversary of the date of the Amended Employment Agreement, 1/3 on the second anniversary of the date of the Amended Employment Agreement, and 1/3 on the third anniversary of the date of the Amended Employment Agreement. Additionally, the $333,000 cash bonus must be repaid by Mr. Zabkowicz in its entirety to the Company in the event Mr. Zabkowicz terminates his employment without Good Reason or the Company terminates Mr. Zabkowic’s employment for Cause prior to the first anniversary of the date of the Amended Employment Agreement, and 2/3 of the cash bonus must be repaid by Mr. Zabkowicz to the Company in the event of such a termination after the first anniversary and prior to or on the second anniversary of the date of the Amended Employment Agreement, and 1/3 of the cash bonus must be repaid by Mr. Zabkowicz to the Company in the event of such a termination after the second anniversary and prior to or on the third anniversary of the date of the Amended Employment Agreement.

A more complete description of the Amended Employment Agreement is included under Item 5, and is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 10-Q.

On November 14, 2025, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s Preferred Stock of $0.25 per share. The record date for this dividend is December 1, 2025, and the payment date is December 10, 2025.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto, included in Part I of this Form 10-Q. The reader should also refer to the Condensed Consolidated Financial Statements and notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2024. This MD&A contains forward-looking statements. Please see “FORWARD-LOOKING STATEMENTS” for a discussion of the uncertainties, risks and assumptions associated with these statements. This MD&A also uses the non-generally accepted accounting principle measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 17 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for EBITDA segment reconciliation information. The tables and information in this MD&A were derived from exact numbers and may have immaterial rounding differences.

This MD&A includes the following sections:

•Executive Overview
•Results of Operations
•Liquidity and Capital Resources
•Contingencies
•Recent Accounting Pronouncements
•Critical Accounting Estimates
•Forward-Looking Statements

Executive Overview

Star Equity Holdings, Inc. (“Star,” the “Company,” “we,” “our”, formerly known as Hudson Global Inc. ("Hudson")) is a diversified multi-industry holding company with four divisions. Our Building Solutions division, is our largest division and operates in the construction industry. Our Business Services division delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. Our Energy Services division consists of Alliance Drilling Tools, Inc. (“ADT’). In addition, we have an Investments segment, which holds and manages certain of our corporate-owned real estate, and manages internally-funded, concentrated minority investments in a small number of public companies.

Amendment to Certificate of Incorporation

On September 4, 2025, Star filed a certificate of amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as Amended (the “Charter”), to change the name of the Company from Hudson Global, Inc. to Star Equity Holdings, Inc. (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) on September 2, 2025, and became effective at 12:01 a.m. (Eastern Time) on September 5, 2025.

Merger

On August 22, 2025, Star completed its previously announced acquisition of Star Operating Companies, Inc. ("SOC" or "Star Operating Companies", 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 Star, SOC and HSON Merger Sub, Inc., a wholly owned subsidiary of Star (“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 SOC, with SOC continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc." as a wholly owned subsidiary of Star. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC 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 Star common stock and (ii) each share of preferred stock of SOC 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 Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC stockholders received approximately 2,690,637 shares of Star Series Preferred Stock.
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No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.

In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of SOC restricted stock units (“RSUs”) outstanding immediately prior to the Effective Time was converted into Star RSUs issued under the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), in accordance with the Merger Agreement.

Segments

Our Building Solutions segment is currently made up of the following operating businesses: KBS Builders, Inc. (“KBS”); EdgeBuilder, Inc. (“EdgeBuilder”), and Glenbrook Building Supply, Inc. (“Glenbrook”), with the latter two managed together and referred to jointly as “EBGL,” and Timber Technologies Solutions, Inc. (“TT”). KBS is based in Maine and manufactures modular buildings, typically in the single and multi-family residential segments, servicing principally the New England market. EBGL is based in the Minneapolis-Saint Paul area and principally serves the Upper Midwest region. Together, the EBGL businesses manufacture and deliver structural wall panels and other engineered wood-based products. EBGL also distributes building materials from two lumberyard locations primarily focused on professional builder customers. TT is based outside the Minneapolis-St. Paul area and manufactures glue-laminated timber products (“glulam”) for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential).

Our Business Services segment delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in fifteen countries with three reportable geographic business segments: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, RPO clients receive a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. With direct operations in fifteen countries and relationships with specialized professionals and organizations around the globe, Business Services brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for client support.

Our Energy Services segment currently consists of ADT, a Wyoming and Texas based provider of drilling tools and services to the Energy industry, a key sector of the economy. ADT is a full-service downhole drilling tool company which provides sale and rental tools in the Oil & Gas, Geothermal, Mining, and Waterwells sectors. ADT is strategically located near premier oilfields in the Rockies, a geothermal and mining hub, and in Midland, TX within the Permian Basin. ADT’s business model allows for the majority of costs, such as freight, repairs, and damages to be passed directly to customers.

Our Investments segment holds and manages certain of our corporate-owned real estate, including a manufacturing facility in Maine that is leased to KBS and a manufacturing facility in Wisconsin that is leased to TT. The Investments division manages internally-funded, concentrated minority investments in a small number of public companies. It also holds and manages a promissory note and a private equity stake in Catalyst. SOC acquired these interests in May 2023 as a result of the sale of Digirad Health. Our Investments division also holds an investment in Enservco Corporation consisting of an investment in Enservco Common Stock, an investment in Enservco Preferred Stock, and an investment in a call option, all of which were acquired in the third quarter of 2024 and which is discussed in Note 18, Supplementary Balance Sheet Information to the notes to our accompanying condensed consolidated financial statements.

    We continue to explore all strategic alternatives to maximize value for the Company’s stockholders, including without limitation, improving the market position and profitability of our services in the marketplace, and enhancing our valuation. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. Additionally, we will continue to monitor capital markets for opportunities to repurchase shares, and consider other actions designed to enhance value to our stockholders, as well as review information regarding potential acquisitions or combinations, and provide information to third parties regarding potential dispositions of assets or business lines, from time to time.

    This MD&A discusses the results of the Company’s business for the three and nine months ended September 30, 2025 and 2024.
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Strategy

Star Equity Holdings, Inc.

We believe our diversified multi-industry holding company structure allows Star management to focus on capital allocation, strategic leadership, mergers and acquisitions, capital markets, and investor relations, as well as management of our Investments division. Our structure frees up our operating company management teams to focus on their respective businesses, look for organic and bolt-on growth opportunities, and improve operations with less distraction and administrative burden associated with running a public company.

We continue to explore strategic alternatives to improve our market position and the profitability of our product offerings, generate additional liquidity, and enhance our common stock valuation. We may pursue our goals through organic growth and through strategic alternatives, such as selective acquisitions of businesses, divestitures of assets or businesses, equity offerings, debt financings, or corporate restructuring.

Operating Business

We believe that our operating companies are well positioned for growth in large addressable markets. The key elements of our growth strategy include the following:

•Organic growth from our core businesses. We believe that we operate in markets and geographies that will allow us to continue to grow our core businesses, allowing us to benefit from our scale and strengths. We plan to focus our efforts on markets in which we already have a presence in order to leverage the personnel, infrastructure, and brand recognition we have in these areas.

•Introduction of new services. In the Building Solutions division, we will consider opportunities to augment our service offerings to better serve our customer base. We have done this in the New England market with our entry into the commercial multi-family segment. Other areas might include logistics, on-site installation, and manufacturing of sub-components.

•Acquisition of complementary businesses. We plan to continue to look at complementary businesses that meet our acquisition growth criteria. We believe there are many potential small public and private targets that can be acquired over time and integrated into our platform. We will also look at larger, more transformational mergers and acquisitions if we believe the appropriate mix of value, risk, and return is present for our stockholders. The timing of these potential transactions will always depend on market conditions, available capital, and valuation. In general, we want to be “value” buyers, and will not pursue any transaction unless we believe the post-transaction potential value is high for stockholders.

Current Market Conditions

The target customers for our Building Solutions division include professional home builders, general contractors, project owners, developers, and design firms. Despite a higher interest rate environment, we are continuing to see significant demand for our products, although there have been execution delays as customers secure and finalize project financing. We have benefited from implementing both price increases and margin protection language in our contracts, and these changes have had a positive effect on our profitability. We have experienced slower business activity over the last four quarters and related lower revenues, but believe this slowdown is temporary. Our sales pipelines continue to indicate strong potential demand for our services, but we can give no assurances as to our ability to compete for these opportunities, or the periods during which successfully negotiated projects will be completed.

In our Business Services division, our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the first three quarters of 2025, the market conditions remained challenging due to persistent inflation, market uncertainty related to trade disruptions, and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into the final quarter of 2025.

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Trends and Drivers

The Modular Building Institute has estimated that permanent modular construction increased as a percentage of the construction industry from 2.14% in 2015 to 6.64% as of the end of 2023. In turn, in our Building Solutions division, we continue to see a greater acceptance of offsite or prefab construction in single-family and multi-family residential building projects in our target markets. Our modular units and structural wall panels offer builders a number of benefits over traditional onsite or “stick built” construction. These include shorter time to market, higher quality, reduced waste, and potential cost savings. Additionally, technological advancements including 3D modeling software and developments in engineered wood products offer greater design flexibility for higher-end applications. The need for more affordable housing solutions also presents opportunities for the continued growth of factory-built housing.

The demand for our Energy Services offerings is tied in part to oil and gas prices, drilling activity, and capital expenditures by E&P companies. In June 2025, Baker Hughes reported that the total U.S. rig count was down 4% year-over-year.

Risks arising from global economic instability and conflicts, wars, and health crises could impact our business. In addition, the inflation caused by such events may impact demand for our products and services and our cost to provide products and services.

Summary of Financial Performance Highlights For The Three Months Ended September 30, 2025

•    Revenue was $48.0 million for the three months ended September 30, 2025, compared to $36.9 million for the same period in 2024, an increase of $11.1 million, or 30.1%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 30 percentage points to the revenue growth.

•On a constant currency basis, the Company’s revenue increased $11.2 million, or 30.5%, primarily due to the impact of revenue from the Star Operating Companies, which contributed 30 percentage points to the revenue growth.

•    Gross profit was $20.6 million for the three months ended September 30, 2025, compared to $18.6 million million for the same period in 2024, an increase of $2.0 million, or 10.9%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 11 percentage points.

•On a constant currency basis, gross profit increased $1.9 million, or 10.4%, due to the impact of the Star Operating Companies, which contributed 11 percentage points to the gross profit growth.

•    Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $21.8 million for the three months ended September 30, 2025, compared to $18.9 million for the same period in 2024, an increase of $2.9 million, or 15.5%. The acquisition of Star Operating Companies increased SG&A and Non-Op by $2.2 million, which contributed 11 percentage points to the increase.

•On a constant currency basis, SG&A and Non-Op increased $2.9 million, or 15.2%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 45.5% for the three months ended September 30, 2025, compared to 51.5% for the same period in 2024.

•    EBITDA loss was $0.9 million for the three months ended September 30, 2025, compared to EBITDA loss of $0.3 million for the same period in 2024, an increase in EBITDA loss of $0.6 million. On a constant currency basis, EBITDA loss also increased $0.6 million.

•    Net loss was $1.8 million for the three months ended September 30, 2025, compared to net loss of $0.8 million for the same period in 2024, an increase in net loss of $0.9 million. On a constant currency basis, net loss also increased $0.9 million.

Summary of Financial Performance Highlights For The Nine Months Ended September 30, 2025

•    Revenue was $115.4 million for the nine months ended September 30, 2025, compared to $106.5 million for the same period in 2024, an increase of $8.9 million, or 8.4%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 10 percentage points to the revenue growth.
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•On a constant currency basis, the Company’s revenue increased $10.0 million, or 9.5%, primarily due to the impact of revenue from the Star Operating Companies, which contributed 10 percentage points to the revenue growth.

•    Gross profit was $55.7 million for the nine months ended September 30, 2025, compared to $52.5 million for the same period in 2024, an increase of $3.1 million, or 5.9%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 4 percentage points.

•On a constant currency basis, gross profit increased $3.2 million, or 6.1%, due to the impact of the Star Operating Companies, which contributed 4 percentage points to the gross profit growth.

•    SG&A and Non-Op was $58.5 million for the nine months ended September 30, 2025, compared to $55.5 million for the same period in 2024. The acquisition of Star Operating Companies increased SG&A and Non-Op by $2.2 million, which contributed 4 percentage points to the increase.

•On a constant currency basis, SG&A and Non-Op increased $3.2 million, or 5.8%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 50.7% for the nine months ended September 30, 2025, compared to 52.5% for the same period in 2024.

•    EBITDA loss was $2.6 million for the nine months ended September 30, 2025, compared to EBITDA loss of $3.0 million for the same period in 2024, for a decrease of $0.4 million in EBITDA loss. On a constant currency basis, EBITDA loss decreased $0.3 million.

•    Net loss was $4.2 million for the nine months ended September 30, 2025, compared to net loss of $4.2 million for the same period in 2024, for a slight increase in net loss. On a constant currency basis, net loss increased $0.1 million.

Constant Currency (Non-GAAP Financial Measure)

The Company operates on a global basis, with the majority of its revenue generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect the Company’s results of operations. For the discussion of reportable segment results of operations, the Company uses constant currency information. Constant currency compares financial results between periods as if exchange rates had remained constant period-over-period. The Company defines the term “constant currency” to mean that financial data for a previously reported period is translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The Company’s management reviews and analyzes business results in constant currency and believes these results better represent the Company’s underlying business trends. Changes in foreign currency exchange rates generally impact only reported earnings.

Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income (loss), net income (loss), and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The tables below summarize the impact of foreign currency exchange adjustments on the Company’s operating results for the three and nine months ended September 30, 2025 and 2024.

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  Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 2025 2024
As As Currency Constant As As Currency Constant
$ in thousands reported reported translation currency reported reported translation currency
Revenue:                
Building Solutions $ 9,603  $ —  $ —  $ —  $ 9,603  $ —  $ —  $ — 
Business Services 37,038  36,853  (106) 36,747  104,445  106,456  (1,122) 105,334 
Energy Services 1,318  —  —  —  1,318  —  —  — 
Investments 53  —  —  —  53  —  —  — 
Elimination (53) —  —  —  (53) —  —  — 
Total $ 47,959  $ 36,853  $ (106) $ 36,747  $ 115,366  $ 106,456  $ (1,122) $ 105,334 
Gross profit(a):
           
Building Solutions $ 1,684  $ —  $ —  $ —  $ 1,684  $ —  $ —  $ — 
Business Services 18,630  18,603  76  18,679  53,663  52,548  (82) 52,466 
Energy Services 346  —  —  —  346  —  —  — 
Investments 20  —  —  —  20  —  —  — 
Elimination (53) —  —  —  (53) —  —  — 
Total $ 20,627  $ 18,603  $ 76  $ 18,679  $ 55,660  $ 52,548  $ (82) $ 52,466 
SG&A and Non-Op (b):
           
Building Solutions $ 1,257  $ —  $ —  $ —  $ 1,257  $ —  $ —  $ — 
Business Services 17,832  17,898  54  17,952  52,408  52,265  (188) 52,077 
Energy Services 367  —  —  —  367  —  —  — 
Investments 59  —  —  —  59  —  —  — 
Corporate 2,304  988  —  988  4,425  3,243  —  3,243 
Total $ 21,819  $ 18,886  $ 54  $ 18,940  $ 58,516  $ 55,508  $ (188) $ 55,320 
Operating income (loss):            
Building Solutions $ 386  $ —  $ —  $ —  $ 386  $ —  $ —  $ — 
Business Services 654  806  (4) 802  1,626  342  33  375 
Energy Services (53) —  —  —  (53) —  —  — 
Investments (6) —  —  —  (6) —  —  — 
Corporate (2,625) (1,263) —  (1,263) (5,532) (4,026) —  (4,026)
Total $ (1,644) $ (457) $ (4) $ (461) $ (3,579) $ (3,684) $ 33  $ (3,651)
Net loss, consolidated $ (1,764) $ (846) $ (3) $ (849) $ (4,208) $ (4,185) $ 38  $ (4,147)
EBITDA (loss) (c):
         
Building Solutions $ 495  $ —  $ —  $ —  $ 495  $ —  $ —  $ — 
Business Services 797  705  (4) 701  1,255  283  41  324 
Energy Services 140  —  —  —  140  —  —  — 
Investments (6) —  —  —  (6) —  —  — 
Corporate (2,356) (988) —  (988) (4,478) (3,243) —  (3,243)
Total $ (930) $ (283) $ (4) $ (287) $ (2,594) $ (2,960) $ 41  $ (2,919)
 
(a)Represents Revenue less the Cost of revenues caption on the Condensed Consolidated Statements of Operations.

(b)SG&A and Non-Op is a measure that management uses to evaluate the segments’ expenses, which include the following captions on the Condensed Consolidated Statements of Operations: Salaries and related, Office and general, Marketing and promotion, and Other expense, net. Corporate management service allocations are included in the segments’ other income (expense).

(c)See EBITDA reconciliation in the following section.
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Use of EBITDA (Non-GAAP Financial Measure)

    Management believes EBITDA is a meaningful indicator of the Company’s performance that provides useful information to investors regarding the Company’s financial condition and results of operations. Management considers EBITDA to be the best indicator of operating performance and most comparable measure across the regions in which the Company operates. Management uses this measure to evaluate capital needs and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, or net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability. EBITDA is derived from net income adjusted for the provision for (benefit from) income taxes, interest expense (income), and depreciation and amortization.
 
    The reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in the table below:
 
Three Months Ended Nine Months Ended
  September 30, September 30,
$ in thousands 2025 2024 2025 2024
Net loss $ (1,764) $ (846) $ (4,208) $ (4,185)
Adjustments to Net loss
Provision for income taxes 249  298  626  463 
Interest (expense) income, net (81) (93) (206) (280)
Depreciation and amortization expense-within cost of revenues
262  —  262  — 
Depreciation and amortization expense -within selling, general and administrative expense 404  358  932  1,042 
   Total adjustments from net loss to EBITDA 834  563  1,614  1,225 
EBITDA (loss) $ (930) $ (283) $ (2,594) $ (2,960)
 
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Results of Operations

Building Solutions (reported currency) 

Revenue - Building Solutions
  Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions  As reported  As reported  As reported  As reported
Building Solutions
Revenue $ 9.6  $ —  $ 9.6  N/A 9.6  —  $ 9.6  N/A
 
For the three and nine months ended September 30, 2025, Building Solutions contributed $9.6 million to the Company's revenue. Performance during the period reflects continued recovery from macroeconomic headwinds and severe Midwest flooding impacting the sector last year, which delayed project starts and impacted activity levels. Improved market conditions and consistent execution supported increased activity across the division, supported by a healthy backlog and stronger project delivery momentum. While broader demand trends improved, residential activity remains slower than anticipated as homeowners and developers continue to navigate financing and timing uncertainty.

Gross Profit - Building Solutions
Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions  As reported  As reported  As reported  As reported
Building Solutions
Gross profit $ 1.7  $ —  $ 1.7  N/A $ 1.7  $ —  $ 1.7  N/A

For the three and nine months ended September 30, 2025, Building Solutions contributed $1.7 million to the Company's gross profit. Performance during the period reflects broad-based activity across the division, with higher volumes and an improved project mix supporting stronger absorption. This was supported by disciplined execution on project scope, scheduling, and cost management, alongside sustained project activity across key workflows. Residential activity continued to lag, moderating margin expansion relative to other segments.
    
SG&A and Non-Op - Building Solutions
Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
 $ in millions  As reported  As reported  As reported  As reported
Building Solutions
SG&A and Non-Op $ 1.3  $ —  $ 1.3  N/A $ 1.3  $ —  $ 1.3  N/A
SG&A and Non-Op as a percentage of revenue 13  % N/A N/A N/A 13  % N/A N/A N/A
    
For the three and nine months ended September 30, 2025, Building Solutions SG&A and Non-OP expenses were $1.3 million or 13% of revenue. Expenses were generally in line with normal operating levels, with lower third-party commission costs contributing to a modest reduction in overall SG&A for the period.

- 51 -

Operating (Loss) Income and EBITDA - Building Solutions
Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions  As reported  As reported  As reported  As reported
Building Solutions        
Operating income (loss) $ 0.3  $ —  $ 0.3  N/A $ 0.3  $ —  $ 0.3  N/A
EBITDA (loss) $ 0.5  $ —  $ 0.5  N/A $ 0.5  $ —  $ 0.5  N/A
EBITDA (loss) as a percentage of revenue % / N/A N/A N/A % N/A N/A N/A

For the three and nine months ended September 30, 2025, Building Solutions generated operating income of $0.3 million and EBITDA of $0.5 million or 5% of revenue. Stronger volumes and an improved project mix, together with disciplined execution and controlled SG&A, supported the division’s operating performance during the period.

Business Services (constant currency)

Revenue - Business Services
  Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions As
reported
Constant
currency
As
reported
Constant
currency
Business Services
Revenue $ 37.0  $ 36.7  $ 0.3  % $ 104.4  $ 105.3  $ (0.9) (1) %
     
For the three months ended September 30, 2025, RPO revenue increased $0.3 million, or 2%, while contracting revenue increased slightly compared to 2024, as discussed below.

    In the Americas, revenue increased increased $0.3 million, or 4%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily driven by RPO revenue, which increased $1.1 million, or 19%, driven by higher demand from existing clients, while contracting revenue decreased $0.8 million, or 46%, due to reduced demand from existing clients.

    In Asia Pacific, revenue increased $1.5 million, or 7%, for the three months ended September 30, 2025, compared to the same period in 2024. RPO revenue increased $0.7 million, or 9%, while contracting revenue increased $0.8 million, or 6%, due to higher demand from existing clients.

In EMEA, revenue decreased $1.5 million, or 21%, for the three months ended September 30, 2025, compared to the same period in 2024, driven by a decline in RPO revenue of $1.5 million, or 33%.

For the nine months ended September 30, 2025, contracting revenue decreased by $0.8 million, or 2%, while RPO revenue declined by $0.1 million, as discussed below.

    In the Americas, revenue increased $1.3 million, or 7%, for the nine months ended September 30, 2025, compared to the same period in 2024. The increase was primarily in contracting revenue, which increased by $0.9 million, or 45%, coupled with a $0.4 million, or 2% increase in RPO revenue, compared to 2024. The increases in contracting and RPO revenue were mainly due to higher demand from existing clients.

    In Asia Pacific, revenue declined $0.7 million, or 1%, for the nine months ended September 30, 2025, compared to 2024. A decline in contracting revenue of $2.8 million was partially offset by an increase of $2.1 million in RPO revenue. The net decrease for the nine months ended September 30, 2025 was due to lower demand from existing clients.

In EMEA, revenue declined $1.5 million, or 8%, driven by a decline in RPO revenue of $2.6 million, partially offset by an increase in contracting revenue of $1.1 million, due to lower client demand.
    
- 52 -

Gross Profit - Business Services
  Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
 $ in millions As
reported
Constant
currency
As
reported
Constant
currency
Business Services
Gross Profit $ 18.6  $ 18.7  $ —  —  % $ 53.7  $ 52.5  $ 1.1  14  %
 
For the three months ended September 30, 2025, gross profit decreased slightly, driven by a decline in RPO gross profit of $0.1 million, compared to the same period in 2024.

    In Americas, gross profit increased by $0.4 million, or 5%, for the three months ended September 30, 2025, compared to the same period in 2024. The growth was primarily driven by a $0.5 million, or 8%, increase in RPO gross profit, partially offset by a decrease in contracting gross profit of $0.8 million, or 46%, compared to 2024.

    In Asia Pacific, gross profit increased by $0.8 million, or 10%, for the three months ended September 30, 2025, compared to the same period in 2024, driven by higher RPO gross profit of $0.7 million, coupled with higher contracting gross profit of $0.1 million.

In EMEA, gross profit declined by $1.2 million, or 28%, for the three months ended September 30, 2025, compared to the same period in 2024, driven by primarily by lower RPO gross profit of $1.3 million.
    
Total gross profit as a percentage of revenue was 50% for the three months ended September 30, 2025, compared to 51% for the same period in 2024.

For the nine months ended September 30, 2025, contracting gross profit increased $0.9 million, or 35%, while RPO gross profit increased by $0.3 million, or 1%, compared to the same period in 2024.

    In the Americas, gross profit increased by $0.5 million, or 3%, for the nine months ended September 30, 2025, compared to the same period in 2024. The growth reflects a $0.3 million, or 2%, increase in RPO gross profit, along with a $0.2 million, or 55%, increase in contracting gross profit.

    In Asia Pacific, gross profit increased by $3.0 million, or 14%, for the nine months ended September 30, 2025, compared to the same period in 2024, driven by an increase in RPO gross profit of $2.2 million and an increase in contracting gross profit of $0.8 million. The increase for the nine months ended September 30, 2025 was due to higher demand from existing clients.

In EMEA, gross profit declined by $2.3 million, or 19%, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily driven by a decrease in RPO gross profit of $2.2 million, or 19%. The decrease in gross profit was due to lower client demand.

Total gross profit as a percentage of revenue was 51% for the nine months ended September 30, 2025, compared to 50% for the same period in 2024. The increase in total gross profit as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.

SG&A and Non-Op - Business Services
Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions As
reported
Constant
currency
As
reported
Constant
currency
Business Services
SG&A and Non-Op $ 17.8  $ 18.0  $ (0.1) (1) % $ 52.4  $ 52.1  $ 0.3  %
SG&A and Non-Op as a percentage of revenue 48  % 49  % N/A N/A 50  % 49  % N/A N/A

- 53 -

For the three months ended September 30, 2025, SG&A and Non-Op decreased $0.1 million, or 1%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue decreased from 49% to 48%. The decrease in SG&A and No-Op was primarily due to lower compensation costs.

For the nine months ended September 30, 2025, SG&A and Non-Op increased $0.3 million, or 1%, compared to the same periods in 2024, while SG&A and Non-Op as a percentage of revenue increased from 49% to 50%. The increase in SG&A and No-Op was primarily due to higher professional fees, partly offset by compensation costs.
    
Operating Income and EBITDA - Business Services
Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions As
reported
Constant
currency
As
reported
Constant
currency
Business Services
Operating income $ 0.7  $ 0.8  $ (0.1) (13) % $ 1.6  $ 0.4  $ 1.2  300  %
EBITDA (loss) $ 0.8  $ 0.7  $ 0.1  14  % $ 1.3  $ 0.3  $ 0.9  300  %
EBITDA (loss) as a percentage of revenue % % N/A N/A % —  % N/A N/A

For the three months ended September 30, 2025, operating income was $0.7 million, compared to operating income of $0.8 million in 2024, and EBITDA was $0.8 million, or 2% of revenue, compared to EBITDA of $0.7 million, or 2% of revenue, in 2024.

For the nine months ended September 30, 2025, operating income was $1.6 million, compared to operating income of $0.4 million in 2024, and EBITDA was $1.3 million, or 1% of revenue, compared to EBITDA of $0.3 million, or 0% of revenue, in 2024. The increases in operating income and EBITDA were principally due to the increase in gross profit, as described above.

Energy Services (reported currency) 

Revenue - Energy Services
Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions As
reported
As reported As
reported
As reported
Energy Services            
Revenue $ 1.3  $ —  $ 1.3  N/A 1.3  —  $ 1.3  N/A
 
    For the three and nine months ended September 30, 2025, Energy Services contributed $1.3 million in revenue, reflecting a gradual recovery in drilling activity across key markets. While market conditions in the sector in the first half of the year was subdued due to lower rig counts, the division continued to capture market share through competitive pricing and strong customer relationships. Activity accelerated in the third quarter, supported by growth in non-oil-and-gas demand, and focused sales efforts in high-growth areas such as the Permian.

Gross Profit - Energy Services
  Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions As
reported
As reported As
reported
As reported
Energy Services            
Gross Profit $ 0.3  $ —  $ 0.3  N/A $ 0.3  $ —  $ 0.3  N/A

For the three and nine months ended 2025, the contribution of Energy Services to the Company's Gross Profit was $0.3 million. Margins were maintained despite trough pricing driven by lower U.S. rig counts in 2025. The division continued to gain market share through competitive pricing and strong customer relationships, helping to support gross profit during a period of softer overall pricing in the market.
- 54 -


SG&A and Non-Op - Energy Services
Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions As
reported
As reported As
reported
As reported
Energy Services            
SG&A and Non-Op $ 0.4  $ —  $ 0.4  (11) % $ 0.4  $ —  $ 0.4  %
SG&A and Non-Op as a percentage of revenue 28  % N/A N/A N/A N/A 28  % N/A N/A
 
For the three and nine months ended September 30, 2025, Energy Services’ SG&A and non-operating expenses totaled $0.4 million or 28% of revenue. Expenses were generally in line with normal operating levels, with a slight increase in sales commissions reflecting efforts to expand market share during the period.

Operating Income and EBITDA - Energy Services
Three Months Ended
 September 30,
Nine Months Ended
September 30,
  2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions As
reported
As reported As
reported
As reported
Energy Services            
Operating loss
$ (0.1) $ —  $ (0.1) N/M $ (0.1) $ —  $ (0.1) (380) %
EBITDA (loss) $ 0.1  $ —  $ 0.1  N/M $ 0.1  $ —  $ 0.1  N/M
EBITDA (loss) as a percentage of revenue 11  % N/A N/A N/A 11  % N/A N/A N/A

N/M = not meaningful
    
    For the three and nine months ended September 30, 2025, Energy Services reported an operating loss of $0.1 million and an EBITDA gain of $0.1 million or 11% of revenue. Despite trough pricing in a softer rig environment, disciplined execution, competitive pricing, and targeted sales efforts supporting market-share gains helped the division achieve positive EBITDA for the period.

Investments (reported currency) 

Revenue-Investments
Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions  As reported  As reported  As reported  As reported
Investments
Revenue $ 0.05  $ —  $ 0.05  N/A $ 0.05  $ —  $ 0.05  N/A

For the three and nine months ended September 30, 2025, Investments contributed $0.05 million to the Company’s revenue, reflecting rental income from owned properties.
- 55 -

Gross Profit - Investments
Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions  As reported  As reported  As reported  As reported
Investments
Gross profit $ 0.02  $ —  $ 0.02  N/A $ 0.02  $ —  $ 0.02  N/A

For the three and nine months ended September 30, 2025, Investments contributed $0.02 million to the Company's gross profit, reflecting rental income after accounting for property depreciation.

SG&A and Non-Op - Investments

Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
 $ in millions  As reported  As reported  As reported  As reported
Investments
SG&A and Non-Op $ 0.03  $ —  $ 0.03  N/A $ 0.03  $ —  $ 0.03  N/A
SG&A and Non-Op as a percentage of revenue 49  % N/A N/A N/A 49  % N/A N/A N/A

For the three and nine months ended 2025, Investments SG&A and Non-Op was $0.03 million.

Operating (Loss) Income and EBITDA - Investments

Three Months Ended
 September 30,
Nine Months Ended
September 30,
2025 2024 Change in amount Change in % 2025 2024 Change in amount Change in %
$ in millions  As reported  As reported  As reported  As reported
Investments
Operating income (loss) $ (0.04) $ —  $ (0.04) N/A $ (0.04) $ —  $ (0.04) N/A
EBITDA (loss) $ (0.01) $ —  $ (0.01) N/A $ (0.01) $ —  $ (0.01) N/A
EBITDA (loss) as a percentage of revenue (11) % N/A N/A N/A (11) % N/A N/A N/A

For the three months ended September 30, 2025, Investments operating loss was $0.04 million, and EBITDA loss was $0.01 million, or 11% of revenue.
    
The following are discussed in reported currency

Corporate Expenses, Net of Corporate Management Expense Allocations
 
Corporate expenses were $2.4 million for the three months ended September 30, 2025 as compared to $1.0 million for the same period in 2024, representing an increase of $1.4 million. The increase in corporate expenses was primarily due to higher professional fees, partially offset by investment-related income. The acquisition of Star Operating Companies contributed $0.5 million to corporate expenses in the quarter.

For the nine months ended September 30, 2025, corporate expenses were $4.5 million compared to $3.2 million for the same period in 2024, an increase of $1.2 million. The increase was primarily due to higher professional fees and the acquisition of Star Operating Companies.


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Depreciation and Amortization Expense

Depreciation and amortization expense included in operating expenses was $0.4 million and $0.9 million for the three and nine months ended September 30, 2025, compared to $0.4 million and $1.0 million for the same periods in 2024, respectively. Depreciation and amortization expense included in cost of revenues was $0.3 million for the three and nine months ended September 30, 2025.

Interest (expense) income, Net

Interest income, net was $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, compared to net interest income of $0.1 million and $0.3 million for the same periods in 2024. During the second quarter of 2025, the Company earned $0.1 million of dividend income, which was recorded in Interest (expense) income, net, from its investment in a short-term U.S. Treasury securities fund, which replaced a prior interest-bearing investment.

Other Income (expense), Net

Net other income was $0.0 million and net other expense was $0.2 million for the three and nine months ended September 30, 2025, respectively, compared to net other expense of $0.2 million and $0.3 million for the same periods in 2024.
    
Provision for Income Taxes

The provision for income taxes for the nine months ended September 30, 2025 was $0.6 million on $3.6 million of pre-tax loss, compared to a provision for income tax of $0.5 million on $3.7 million of pre-tax loss for the same period in 2024. The effective tax rates for the nine months ended September 30, 2025 and 2024 were negative 17% and negative 12%, respectively. For the nine months ended September 30, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the nine months ended September 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.

Net Loss

Net loss was $1.8 million for the three months ended September 30, 2025, compared to net loss of $0.8 million for the three months ended September 30, 2024, an increase in net loss of $0.9 million. Basic and diluted loss per share were both $0.54 for the three months ended September 30, 2025, compared to basic and diluted loss per share of $0.28 for the same period in 2024.

Net loss was $4.2 million for the nine months ended September 30, 2025, compared to net loss of $4.2 million for the same period in 2024, for a slight increase in net loss. Basic and diluted loss per share were $1.37 for the nine months ended September 30, 2025, compared to basic and diluted loss per share of $1.39, for the same period in 2024.
    
Liquidity and Capital Resources 

    As of September 30, 2025, cash and cash equivalents and restricted cash totaled $18.5 million, compared to $17.7 million as of December 31, 2024. The following table summarizes the Company’s cash flow activities for the nine months ended September 30, 2025 and 2024:
For the Nine Months Ended September 30,
$ in millions 2025
2024*
Net cash used in operating activities $ (3.4) $ (4.8)
Net cash provided by investing activities
6.2  1.1 
Net cash used in financing activities (2.6) (3.0)
Effect of exchange rates on cash, cash equivalents, and restricted cash 0.7  0.1 
Net decrease in cash, cash equivalents, and restricted cash* $ 0.9  $ (6.7)
*2024 does not sum due to rounding For the nine months ended September 30, 2025, net cash used in operating activities was $3.4 million, compared to $4.8 million during the same period in 2024, resulting in a $1.4 million decrease in net cash used.
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Cash Flows from Operating Activities

The improvement was driven by more favorable working capital comparisons to the prior year.

Cash Flows from Investing Activities

    For the nine months ended September 30, 2025, net cash provided by investing activities was $6.2 million compared to $1.1 million of net cash provided by investing activities in 2024. Net cash provided by investing activities in 2025 primarily reflects cash received in connection with the acquisition of Star Operating Companies of $7.0 million. Net cash provided by investing activities in 2024 reflects cash received from benefit payouts of $1.1 million.

Cash Flows from Financing Activities

    For the nine months ended September 30, 2025, net cash used in financing activities was $2.6 million, compared to net cash used in financing activities of $3.0 million in 2024. The decrease in net cash used was attributed to net proceeds from borrowings of $0.3 million, as well as lower repurchases of shares of common stock of $2.9 million in the current year, including cash paid for tax withholdings, compared to $3.0 million in 2024.

Credit Facilities

See Note 9, Debt, in the accompanying notes to the condensed consolidated financial statements for further details.

Liquidity and Capital Resources Outlook

    As of September 30, 2025, the Company had cash and cash equivalents on hand of $15.4 million, as well as our lines of credit and other debt instruments. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of September 30, 2025. The Company’s near-term cash requirements during 2025 are primarily related to the funding of the Company’s operations.

    As of September 30, 2025, $11.2 million of the Company’s cash and cash equivalents noted above were held in the U.S. and the remainder were held outside the U.S., primarily in Philippines ($0.9 million), Australia ($0.7 million), Singapore ($0.6 million), the U.K. ($0.5 million), Hong Kong ($0.5 million), and India ($0.3 million). The majority of the Company’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments.

Off-Balance Sheet Arrangements

    As of September 30, 2025, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Contingencies

    From time to time in the ordinary course of business, the Company is subject to compliance audits by U.S. federal, state, local, and foreign government regulatory, tax, and other authorities relating to a variety of regulations, including wage and hour laws, unemployment taxes, workers' compensation, immigration, and income, value-added, and sales taxes. The Company is also subject to, from time to time in the ordinary course of business, various claims, lawsuits, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities. Periodic events and management actions such as business reorganization initiatives can change the number and types of audits, claims, lawsuits, contract disputes, or complaints asserted against the Company. Such events can also change the likelihood of assertion and the behavior of third parties to reach resolution regarding such matters.

The economic conditions in the recent past have given rise to many news reports and bulletins from clients, tax authorities, and other parties about changes in their procedures for audits, payment, plans to challenge existing contracts, and other such matters aimed at being more aggressive in the resolution of such matters in their own favor.
- 58 -

The Company believes that it has appropriate procedures in place for identifying and communicating any matters of this type, whether asserted or likely to be asserted, and it evaluates its liabilities in light of the prevailing circumstances. Changes in the behavior of third parties could cause the Company to change its view of the likelihood of a claim and what might constitute a trend. Employment laws vary in the markets in which we operate, and in some cases, employees and former employees have extended periods during which they may bring claims against the Company.

    For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any reserves as of September 30, 2025 and December 31, 2024. Although the outcome of these matters cannot be determined, the Company believes that none of the currently pending matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

Recent Accounting Pronouncements

    See Note 3 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a full description of relevant accounting pronouncements, including the respective expected dates of adoption.

Critical Accounting Policies and Estimates

    See “Critical Accounting Estimates” under Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 14, 2025 and incorporated by reference herein. There were no changes to the Company’s critical accounting policies or estimates during the nine months ended September 30, 2025.
    
- 59 -

FORWARD-LOOKING STATEMENTS

    This Form 10-Q 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 Form 10-Q, 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 Form 10-Q. 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 Form 10-Q. 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.
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.


ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures 

    The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025. However, such controls and procedures are designed only to provide reasonable assurance. There is no complete assurance that these controls and procedures will operate effectively under all circumstances.

Management has not yet determined whether the effectiveness of ADT’s controls will be assessed in 2025.

Changes in Internal Control Over Financial Reporting 

There were no changes in the Company’s internal control over financial reporting that occurred during the nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except as noted below.    

On August 22, 2025 we completed the merger with Star Operating Companies ("SOC"). As a result of this transaction, we have begun integrating the operations, systems, and internal controls of SOC into our existing processes. This integration is ongoing and includes aligning accounting policies, consolidating financial reporting systems, and implementing our internal control framework across the combined entity. These activities represent a change to our internal control over financial reporting. While we do not believe these changes have materially affected our internal control over financial reporting at this time, the integration process may result in additional changes in future periods.

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PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

    The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations. See Note 20, Commitments and Contingencies within the notes to our condensed consolidated financial statements for a summary of legal proceedings.

ITEM 1A.    RISK FACTORS

    In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition. In addition, various risk factors applicable to us and our business are described under the headings “Risks Relating to the Merger” and “Risks Relating to the Combined Company” in the joint proxy statement/prospectus filed with the SEC on July 23, 2025, which forms part of our Registration Statement on Form S-4 (File No. 333-2888531), which risk factors are incorporated by reference into this Quarterly Report on Form 10-Q.

Risks Related to Our Business and Industry

Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s profitability.

Our business strategy includes, among other things, strategic acquisitions, as well as potential opportunistic acquisitions and strategic actions with respect to our existing investments, such as restructurings, strategic partnerships and collaborations, and activist activity. This overall acquisition and investment strategy entails several potential risks, including diverting management’s attention from other business concerns, incurring substantial legal and other advisory fees (including, in the case of activist activity, proxy solicitation fees), and financing such acquisitions with additional equity and/or debt. Additionally, to the extent that we are already invested in the entities that are the subject of our acquisitions and other activities, our actions may be temporarily disruptive to the value of the investments, which could adversely affect our financial condition.

In addition, once completed, acquisitions may entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations. These include: increased regulatory compliance relating to the acquired business; difficulties in assimilating acquired businesses, their personnel and their financial reporting systems, which would prevent the expected benefits from the transaction from being realized within the anticipated timeframe; negative effects on existing business relationships with suppliers and customers; and loss of key employees of the acquired businesses. In addition, any future acquisitions could cause us to incur additional debt and related interest expense, as well as contingent liabilities and amortization expense related to intangible assets, which could have a material adverse effect on our business, financial condition, operating results and cash flows, or the issuance of additional equity, which could dilute our stockholder’s equity interests.

There can be no assurance that we will be able to negotiate any pending acquisition successfully, receive the required approvals for any acquisition or otherwise conclude any acquisition successfully, or that any acquisition will achieve the anticipated synergies or other positive results. Overall, if our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s profitability, business, and financial condition could be negatively affected.

We may sustain losses in our investment portfolio, which could have an adverse effect on our results of operations, financial condition and liquidity.

A portion of our assets consists of equity securities which are adjusted to fair value each period, as well as other investments. An adverse change in economic conditions or setbacks to such companies, their operations or business models may result in a decline in the value of these investments. Such declines in value are principally recognized in net income or loss in accordance with GAAP. Any adverse changes in the financial markets and declines in value of our investments may result in additional losses and could have an adverse effect on our results of operations, financial condition and liquidity.


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We are subject to particular risks associated with real estate ownership, which could result in unanticipated losses or expenses.

Our business is subject to many risks that are associated with the ownership of real estate. Risks that are associated with real estate acquisition and ownership include, without limitation, the following:

•general liability, property and casualty losses, some of which may be uninsured;

•the inability to purchase or sell our assets rapidly due to the illiquid nature of real estate and the real estate market;

•leases which are not renewed or are renewed at lower rental amounts at expiration;

•the default by a tenant or guarantor under any lease;

•costs relating to maintenance and repair of our facilities and the need to make expenditures due to changes in governmental regulations, such as the Americans with Disabilities Act or remediation of unknown environmental hazards; and

•acts of God and acts of terrorism affecting our properties.

Operating results may be adversely affected by changes in the costs and availability of supplies and materials.

Our Building Solutions operating results could be adversely affected by changes in the cost and availability of raw materials. Prices and availability of raw materials used to manufacture our products can change significantly due to fluctuations in supply and demand. Additionally, availability of the raw materials used to manufacture our products may be limited at times resulting in higher prices and/or the need to find alternative suppliers. Both KBS’s and EdgeBuilder’s major material components are dimensional lumber and wood sheet products, which include plywood and oriented strand board. Lumber costs are subject to market fluctuations. Furthermore, the cost of raw materials may also be influenced by transportation costs. It is not certain that any price increases can be passed on to our customers without affecting demand or that limited availability of materials will not impact our production capabilities. The state of the financial and housing markets may also impact our suppliers and affect the availability or pricing of materials. The inability of KBS or EdgeBuilder to raise the price of their our products in response to increases in prices of raw materials or to maintain a proper supply of raw materials could have an adverse effect on their our revenue and earnings.

Trade tariffs or other factors affecting the commodities and materials we use in our business could have a material and adverse impact on our results of operations, financial condition and cash flows.

The recently imposed trade tariffs have caused disruptions in global trade, which could negatively impact the costs of materials we use in our business and the demand for our products. Many of the commodities and materials we use in our business are imported and exported. Existing and future trade tariffs, import duties and quotas could also materially increase our costs of procuring the commodities and materials we use and disrupt the markets for the products we handle, which in turn could have a material adverse effect on our financial position, results of operations and cash flows.

We spend considerable time and money complying with federal and state laws, regulations, and other rules which may fluctuate, and if we are unable to fully comply with such laws, regulations, and other rules, we could face substantial penalties.

Our Building Solutions businesses are subject to various federal, state and local laws and regulations. In recent years, a number of new laws and regulations have been adopted, and there has been expanded enforcement of certain existing laws and regulations by federal, state, and local agencies. These laws and regulations, and related interpretations and enforcement activity, may change as a result of a variety of factors, including political, economic or social events. Changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations governing minimum wage or living wage requirements; the classification of exempt and non-exempt employees; the distinction between employees and contractors; other wage, labor or workplace regulations; healthcare; data protection and cybersecurity; the sale and pricing of some of our products; transportation; logistics; supply chain transparency; taxes; unclaimed property; energy costs and consumption; or environmental matters could increase our costs of doing business or impact our operations.


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We maintain a compliance program to identify and correct any compliance issues and remain in compliance with all applicable laws, to train employees, to audit and monitor our operations, and to achieve other compliance goals. Like most companies with compliance programs, we occasionally discover compliance concerns. In such cases, we take responsive action, including corrective measures when necessary. There can be no assurance that our responsive actions will insulate us from liability associated with any detected compliance concerns.

If our past or present operations are found to be in violation of any of the laws, regulations, rules, or policies described above or the other laws or regulations to which we or our customers are subject, we may be subject to civil and criminal penalties, damages, fines, or the curtailment or restructuring of our operations. Any penalties, damages, fines, curtailment, or restructuring of our operations could adversely affect our ability to operate our business and our financial results. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, and damage our reputation. Although compliance programs can mitigate the risk of investigation and prosecution for violations of these laws, regulations, rules, and policies, the risks cannot be entirely eliminated. Moreover, achieving and sustaining compliance with applicable federal and state privacy, security, and fraud laws may prove costly.

Our long-term results depend upon our ability to improve existing products and services and develop, introduce, and market new products and services successfully.

Our business is dependent on the continued improvement of our existing products and services and our development of new products and services utilizing our current or other potential future technology. As we introduce new products and services or refine, improve, or upgrade versions of existing products and services, we cannot predict the level of market acceptance or the amount of market share these products and services will achieve, if any. We cannot be certain that we will not experience material delays in the introduction of new products or services in the future.

We generally sell our products and services in industries that are characterized by rapid technological changes, frequent new product introductions, and changing industry standards. If we do not develop new products and services and product enhancements based on technological innovation on a timely basis, our products and services may become obsolete over time and our revenues, cash flow, profitability, and competitive position may suffer. Even if we successfully innovate and develop new products, services and product enhancements, we may incur substantial costs in doing so, and our profitability may suffer.

Our goodwill and other long-lived assets are subject to potential impairment that could negatively impact our earnings.

A significant portion of our assets consists of goodwill and other long-lived assets, the carrying value of which may be reduced if we determine that those assets are impaired. At September 30, 2025, goodwill and net intangible assets represented $7.8 million, or 6.6% of our total assets, and at December 31, 2024, goodwill and net intangible assets represented $8.2 million, or 15.6% of our total assets. In addition, net property and equipment assets totaled $18.4 million and $0.2 million, or 15.5% and 0.4%, respectively, of our total assets at those dates. If actual results differ from the assumptions and estimates used in our goodwill and long-lived asset valuation calculations, we could incur impairment charges, which could negatively impact our earnings.

We review our reporting units for potential goodwill impairment annually or more often if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In addition, we test the recoverability of long-lived assets if events or circumstances indicate the carrying values may not be recoverable. Recoverability of long-lived assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. We conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations. There are numerous risks that may cause the fair value of a reporting unit to fall below its carrying amount and/or the value of long-lived assets to not be recoverable, which could lead to the measurement and recognition of goodwill and/or long-lived asset impairment. These risks include, but are not limited to, significant negative variances between actual and expected financial results, lowered expectations of future financial results, failure to realize anticipated synergies from acquisitions, adverse changes in the business climate, and the loss of key personnel. If we are not able to achieve projected performance levels, future impairments could be possible, which could negatively impact our earnings.



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Due to the nature of our building solutions business segment, many of our expenses are fixed costs and if there are decreases in demand for products, it may adversely affect operating results.

Many of our building solutions business segment expenses, particularly those relating to properties, capital equipment, and certain manufacturing overhead items, are fixed in the short term. Reduced demand for products causes fixed production costs to be allocated across reduced production volumes, which may adversely affect gross margins and profitability.

Due to the nature of the work we and our subsidiaries perform, we may be subject to significant liability claims and disputes.

We and our wholly owned subsidiaries engage in services that can result in substantial injury or damages that may expose us to legal proceedings, investigations and disputes. For example, in the ordinary course of our business, we may be involved in legal disputes regarding personal injury and wrongful death claims, employee or labor disputes, professional liability claims, and general commercial disputes, as well as other claims. An unfavorable legal ruling against us or our subsidiaries could result in substantial monetary damages. Although we have adopted a range of insurance, risk management, safety, and risk avoidance programs designed to reduce potential liabilities, there can be no assurance that such programs will protect us fully from all risks and liabilities. If we sustain liabilities that exceed our insurance coverage or for which we are not insured, it could have a material adverse impact on our results of operations and financial condition.

Risks Related to Indebtedness

Any indebtedness incurred by the Company could restrict our operations and make us more vulnerable to adverse economic conditions.

Any indebtedness we incur in the future could have important consequences for us and our stockholders. Our indebtedness could:

•increase our vulnerability to adverse economic and competitive pressures in our industry;

•place us at a competitive disadvantage compared to our competitors that have less debt;

•limit our flexibility in planning for, or reacting to, changes in our business and our industry; and

•limit our ability to borrow additional funds on terms that are acceptable to us or at all.

If we are unable to generate or borrow sufficient cash to make payments on our indebtedness, our financial condition would be materially harmed, our business could fail, and stockholders may lose all of their investment.

To the extent we incur indebtedness in the future, our ability to make scheduled payments on or to refinance our obligations will depend on our financial and operating performance, which will be affected by economic, financial, competitive, business, and other factors, some of which are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations to service our indebtedness or to fund our other liquidity needs. If we are unable to meet our debt obligations or fund our other liquidity needs, we may need to restructure or refinance all or a portion of our indebtedness on or before maturity or sell certain of our assets. We cannot assure you that we will be able to restructure or refinance any of our indebtedness on commercially reasonable terms, if at all, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

Risks Related to our Common Stock and our Company Preferred Stock

Payment of dividends on our common stock is prohibited unless we have declared and paid (or set apart for payment) full accumulated dividends on the Series A Preferred Stock, which also has a significant liquidation value.

Unless full cumulative dividends on our preferred stock have been, or contemporaneously are, declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than a dividend in shares of common stock or other shares of stock ranking junior to the Series A Preferred Stock (as defined herein) as to dividends and upon liquidation) may be declared and paid or declared and set apart for payment on our common stock, nor may any shares of common stock be redeemed, purchased or otherwise acquired for any consideration by us. To the extent dividends are not paid on our preferred stock, cumulative dividends accrue as part of the liquidation value of our preferred stock, which has a liquidation value of $10.00 per share at issuance.
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Dividends on our preferred stock are payable out of amounts legally available therefor at a rate equal to 10.0% per annum per $10.00 of stated liquidation preference per share, or $1.00 per share of our preferred stock per year. Dividends on our preferred stock are only payable in cash. As of September 30, 2025, there were 2,690,637 shares of our Series A Preferred Stock outstanding.

If we fail to pay dividends on our Series A Preferred Stock for six or more consecutive quarters, holders of our Series A Preferred Stock will be entitled to elect two additional directors to our board of directors.

To the extent dividends are not paid on the Series A Preferred Stock in accordance with their terms, cumulative dividends will accrue as part of the liquidation value of the Series A Preferred Stock. Whenever dividends on any shares of Series A Preferred Stock are in arrears for six or more consecutive quarters, then the holders of those shares together with the holders of all other series of preferred stock equal in rank with the Series A Preferred Stock upon which like voting rights have been conferred and are exercisable, will be entitled to vote separately as a class for the election of a total of two additional directors to our board of directors. Holders of our common stock will not be entitled to vote for or against such additional directors.

As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze and compare our results of operations and financial prospects.

Currently, we are a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a “smaller reporting company,” we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

Furthermore, we are a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are not required to provide an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Section 404(b) of the Sarbanes-Oxley Act. Because we are not required to, and have not, had our auditor provide an attestation of our management’s assessment of internal control over financial reporting, a material weakness in internal controls may remain undetected for a longer period.

Our stockholder rights plan, or “poison pill,” includes terms and conditions which could discourage a takeover or other transaction that stockholders may consider favorable.

On October 25, 2018, stockholders of record at the close of business on that date received a dividend of one right (a “Right”) for each outstanding share of common stock. Each Right entitles the registered holder to purchase one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. The description and terms of the Rights are set forth in the Rights Agreement, which has previously been filed as an exhibit to our public reports.

The Rights Agreement imposes a significant penalty upon any person or group that acquires 4.99% or more (but less than 50%) of our then-outstanding common stock without the prior approval of our board of directors. A person or group that acquires shares of our common stock in excess of the applicable threshold, subject to certain limited exceptions, is called an “Acquiring Person.” Any rights held by an Acquiring Person are void and may not be exercised. The Rights will not be exercisable until the earlier of ten days after a public announcement by us that a person or group has become an Acquiring Person and ten business days (or a later date determined by our board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an acquiring person. On the date (if any) that the Rights become exercisable (the “Distribution Date”), each Right would allow its holder to purchase one one-hundredth of a share of the Company’s Series B Preferred Stock for a purchase price of $3.50. In addition, if a person or group becomes an Acquiring Person after the Distribution Date or already is an Acquiring Person and acquires more shares after the Distribution Date, all holders of Rights, except the Acquiring Person, may exercise their rights to purchase a number of shares of the common stock (in lieu of preferred stock) with a market value of twice the Exercise Price, upon payment of the purchase price.

The Rights will expire on the earliest of (i) October 15, 2027, or such earlier date as of which our board of directors determines that the Rights Agreement is no longer necessary for the preservation of our tax assets, (ii) the time at which the rights are redeemed, (iii) the time at which the rights are exchanged, (iv) the effective time of the repeal of Section 382 of the Code or any successor statute if our board of directors determines that the Rights Agreement is no longer necessary for the preservation of our tax assets, and (v) the first day of our taxable year in which our board determines that no NOLs or other tax assets may be carried forward.
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The Rights have certain anti-takeover effects, including potentially discouraging a takeover that stockholders may consider favorable. The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by the board of directors.

Changes in tax laws or regulations may have a material adverse effect on our cash flow, business, financial condition, results of operations or prospects.

New tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted differently, changed, repealed or modified at any time. Any such enactment, interpretation, change, repeal or modification could adversely affect us, possibly with retroactive effect. For example, the U.S. government recently enacted legislation commonly referred to as the One Big Beautiful Bill Act, which (along with prior U.S. federal tax reform legislation) has resulted in significant changes to the taxation of business entities, including, among other changes, the imposition of minimum taxes and excise taxes, changes to the taxation of income derived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations on the deductibility of business interest. Future guidance from the Internal Revenue Service and other tax authorities with respect to these and other legislation may affect us, and certain aspects of such legislation could be repealed or modified in future legislation or sunset in future years. In addition, it is uncertain if and to what extent various states will conform to federal law. We continue to evaluate the impact that these and other tax reforms may have on our business.

Risks Associated with the Shutdown of the United States Government.

The United States federal government has been shut down since October 1, 2025. When the government is not funded, non-essential federal employees are furloughed and services are limited or curtailed. A prolonged shutdown may lead to broader economic uncertainty and financial market volatility. These conditions could negatively affect our operations, and overall demand for our services and products.

A prolonged shutdown could slow permitting and regulatory approvals, reduce demand from contractors and public-sector customers, and result in hiring freezes or reduced hiring activity among clients that rely on federal contracts or are otherwise affected by economic uncertainty.

Further, a prolonged or future shutdown of the U.S. federal government could materially impact the operations of the SEC. For example, the SEC announced that during the current/ U.S. federal government shutdown, it will not declare registration statements effective. In the event of an extended shutdown, the SEC may operate with limited staff or suspend certain functions altogether, which could delay the review or effectiveness of our filings, including registration statements or other financing-related disclosures. Such delays could adversely affect our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue to fund our operations.

While we strive to mitigate these risks through contingency planning and industry government affairs efforts, the ultimate impact of any government shutdown is difficult to predict and may be outside our control. Any material adverse effects resulting from a government shutdown could have a negative impact on our business, financial position, and results of operations.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of Shares

    The following table summarizes purchases of common stock by the Company during the quarter ended September 30, 2025.
 
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Period  Total Number
 of Shares 
Purchased
 Average Price Paid per Share Total Number of
Shares 
Purchased as
Part of Publicly
Announced 
Plans
or Programs
Approximate Dollar 
Value of Shares
that May Yet Be
Purchased Under
the Plans or Programs (a)
July 1, 2025 - July 31, 2025 —  $ —  —  $ 2,118,651 
August 1, 2025 - August 31, 2025 9,408  $ 9.41  9,408  $ 2,030,093 
September 1, 2025 - September 30, 2025 265,514  $ 9.35  265,514  $ 2,546,662 
Total 274,922  $ —  274,922 
 
(a)On August 8, 2023, the Company’s Board of Directors authorized a share repurchase program for up to $5 million of the Company’s outstanding common stock. The Company continues to view share repurchases as an attractive use of capital and may repurchase shares from time to time, as market conditions warrant, through open market purchases, privately negotiated transactions, block trades, or other methods, in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). This authorization does not expire.

During the nine months ended September 30, 2025, the Company completed its $5 million share repurchase program authorized on August 8, 2023. On September 10, 2025, the Board of Directors authorized a new common stock repurchase program under which the Company may repurchase up to $3 million of its outstanding common stock. During the nine months ended September 30, 2025, the Company repurchased a total of 274,922 shares of its common stock for an aggregate cost of $2.6 million under these authorizations. Of this total, 261,052 shares were repurchased on September 25, 2025, in connection with a transaction with a certain shareholder totaling $2.44 million, and the remaining 13,870 shares were repurchased on the open market for a cost of $0.1 million. As of September 30, 2025, under the July 30, 2015, August 8, 2023 and September 10, 2025 authorizations combined, the Company had repurchased an aggregate of 942,418 shares for a total cost of $15.5 million, completing the August 8, 2023 authorization and leaving $2.5 million available for purchase under the September 10, 2025 authorization. During the nine months ended September 30, 2024 the Company repurchased a total of 154,084 shares of its common stock for a cost of $2.5 million under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $0.7 million that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1.2 million, as well as 40,267 shares of its common stock on the open market for a cost of $0.7 million.


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
    
None.
 
ITEM 4.    MINE SAFETY DISCLOSURES
    
Not applicable.

ITEM 5.    OTHER INFORMATION

None of the Company’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2025, as such terms are defined under Item 408(a) or Regulation S-K.

On November 13, 2025, Hudson Talent Solutions, LLC (“HTS”) and Jacob Zabkowicz, Global Chief Executive Officer for HTS, entered into an amended and restated executive employment agreement (the “Amended Employment Agreement”). Pursuant to the Amended Employment Agreement, the Company will employ Mr. Zabkowicz as the Global Chief Executive Officer of HTS until November 15, 2029, with automatic, annual extensions for additional one-year terms.

Under the Amended Employment Agreement: (i) Mr.
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Zabkowicz’s annual base salary was increased from $400,000 to $450,000, subject to increase (but not decrease) from time to time by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”); (ii) in lieu of being eligible to receive a cash bonus of up to $400,000, contingent on achievement of certain pre-established performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Preferred Stock in the Company commencing with the fiscal year ending December 31, 2026, and Mr. Zabkowicz’s continued employment with the Company through the last day of the fiscal year (“EBITDA Bonus”); (iii) in lieu of being eligible to receive a cash bonus of up to $300,000, contingent on achievement of certain other pre-established performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Preferred Stock in the Company commencing with the fiscal year ending December 31, 2026, and Mr. Zabkowicz’s continued employment with the Company through the last day of the fiscal year (“Gross Profit Bonus”); (iv) Mr. Zabkowicz is eligible to participate in the HTS Management Incentive Plan; and (v) Mr. Zabkowicz is eligible for other benefits of employment comparable to other senior management of the Company. In lieu of receiving an award of restricted stock units (“RSUs”) to receive shares of the Company’s Stock with a grant date fair market value of $1,000,000, Mr. Zabkowicz shall receive a cash bonus of $333,000 and a grant of RSUs with a grant date fair market value of $667,000 and which shall vest 1/3 on the first anniversary of the date of the Amended Employment Agreement, 1/3 on the second anniversary of the date of the Amended Employment Agreement, and 1/3 on the third anniversary of the date of the Amended Employment Agreement. Additionally, the $333,000 cash bonus must be repaid by Mr. Zabkowicz in its entirety to the Company in the event Mr. Zabkowicz terminates his employment without Good Reason or the Company terminates Mr. Zabkowic’s employment for Cause prior to the first anniversary of the date of the Amended Employment Agreement, and 2/3 of the cash bonus must be repaid by Mr. Zabkowicz in the event of such a termination after the first anniversary and prior to or on the second anniversary, and 1/3 of the cash bonus must be repaid by Mr. Zabkowicz to the Company in the event of such a termination after the second anniversary and prior to or on the third anniversary of the date of the Amended Employment Agreement.

Under the Amended Employment Agreement, the Company has the right to terminate Mr. Zabkowicz’s employment at any time. If the Company terminates Mr. Zabkowicz’s employment without Cause or does not renew Mr. Zabkowicz’s employment, or if Mr. Zabkowicz terminates his employment for Good Reason, then Mr. Zabkowicz will be entitled to receive: (i) base salary and other compensation and benefits earned, but unpaid, through the date of such termination; and (ii) subject to Mr. Zabkowicz executing a general release and waiver agreement and covenant not to sue, (A) a pro-rata portion of the bonus payments for the fiscal year during which Mr. Zabkowicz’s termination occurs, (B) if the termination occurs prior to the third anniversary of the Effective Date of the Prior Agreement (as defined in the Amended Employment Agreement) certain RSUs which have not yet been granted under the Awards Plan or that remain unvested shall be deemed granted and fully vested, (C) a severance payment equal to Mr. Zabkowicz’s then-current annual base salary, payable over a period of twelve months, and (D) the Company’s portion of the premiums for providing continued health insurance benefits to Mr. Zabkowicz and his eligible dependents for a period of twelve months. If Mr. Zabkowicz dies or if the Company terminates Mr. Zabkowicz’s employment as a result of Mr. Zabkowicz’s disability prior to the third anniversary of the Effective Date of the Prior Agreement, then Mr. Zabkowicz or his estate will be entitled to receive certain benefits and compensation, including (i) vesting of certain unvested RSUs awarded under Section 4(e) of the Amended Employment Agreement and (ii) base salary and other compensation and benefits earned, but unpaid. If Mr. Zabkowicz is terminated for cause, or if Mr. Zabkowicz voluntarily terminates his employment with the Company other than for good reason, then the Company will have no further obligation to Mr. Zabkowicz, except to pay base salary and other compensation and benefits earned, but unpaid, through the date of Mr. Zabkowicz’s termination of employment.

In connection with entering into the Amended Employment Agreement, Mr. Zabkowicz also executed a Confidentiality, Non-Solicitation, Work Product Assignment Agreement and Mutual Agreement to Arbitrate Claims with the Company.

The foregoing description of the Amended Employment Agreement is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 10-Q.

On November 13, 2025, HTS adopted an unfunded management incentive plan for certain eligible persons (the “Management Incentive Plan”). The purpose of the Management Incentive Plan is to facilitate ability to attract and retain highly qualified employees and other service providers and align the interests of those individuals with the financial success of HTS. The Management Incentive Plan provides for additional incentive compensation to certain eligible persons upon a change of control of HTS or the eligible persons qualified termination based on the amount of vested interest the eligible person has in the Management Incentive Plan.

The foregoing description of the Management Incentive Plan is qualified in its entirety by reference to the full text of the Management Incentive Plan, a copy of which is filed as Exhibit 10.2 to this Form 10-Q.

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ITEM 6.    EXHIBITS

STAR EQUITY HOLDINGS, INC.
FORM 10-Q
EXHIBIT INDEX

The exhibits to this Form 10-Q are listed in the following Exhibit Index:
Exhibit No. Description
3.1
10.1*
10.2*
31.1*
31.2*
32.1**
32.2**
101*
The following materials from Star Equity Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2025 and 2024, (ii) the Condensed Consolidated Statements of Other Comprehensive Income (Loss) for the three months and nine months ended September 30, 2025 and 2024, (iii) the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended September 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements.
104*
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL and contained in Exhibit 101.
 

*Filed herewith.

** Furnished, not filed.

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SIGNATURES
    Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  STAR EQUITY HOLDINGS, INC.
  (Registrant)
     
Dated: November 14, 2025 By: /s/ JEFFREY E. EBERWEIN
    Jeffrey E. Eberwein
    Chief Executive Officer
    (Principal Executive Officer)
 
Dated: November 14, 2025 By: /s/ MATTHEW K. DIAMOND
  Matthew K. Diamond
 
Chief Accounting Officer
  (Principal Financial Officer)
 

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EX-10.1 2 amendedandrestatedexecutiv.htm EX-10.1 Document

Exhibit 10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This amended and restated employment agreement (this “Agreement”) dated November 13, 2025 (the “Effective Date”) by and between Hudson Talent Solutions, LLC (the “Company”), a wholly owned division of Star Equity Holdings, Inc. (“Star”), and Jacob Zabkowicz (the “Executive”).
WHEREAS the Company and Executive entered into an Executive Employment Agreement dated as of October 6, 2023 (the “Prior Agreement”); and
WHEREAS the Company and Executive wish to amend and restate the Prior Agreement as provided herein;
NOW, THEREFORE, in consideration of the conditions and mutual covenants contained in this Agreement, the parties agree as follows:
1.    Employment. During the Term:
(a)    The Company will continue to employ the Executive as the Global Chief Executive Officer. The Executive will perform duties normally associated with such positions and/or other duties commensurate with the Executive’s position as may be assigned from time to time during the Term as defined in Section 2 below. The Executive shall perform such duties in a manner consistent with applicable laws and regulations, and any code of ethics, compliance manual, employee handbook or other policies and procedures adopted by the Company from time to time and subject to any written directives issued by the Company from time to time (the “Employment Guidelines”). If there is a conflict between this Agreement and the Employment Guidelines, this Agreement will control. Unless Executive and the Company agree in writing to another location, Executive will work remotely on a day-to-day basis, will report to Star’s principal offices in Old Greenwich, Connecticut, USA, as may be reasonably required from time to time, and will travel as required in connection with the performance of his duties hereunder.
(b)    The Executive shall be invited to attend all meetings of the Board of Directors (the “Board”) of Star as an observer, provided that the Board meeting is not an executive session of the Board or otherwise determined by the Board to be confidential. The Executive shall not be a member of the Board, unless the Board shall determine otherwise, in its sole discretion. The Executive may be requested to serve on the board of directors of the Company, or of one or more subsidiaries of the Company, and shall do so in connection with the performance of his duties hereunder for the duration of this Agreement without additional compensation. Provided, the removal of the Executive from any such board position shall not constitute Good Reason (as defined below).
(c) The Executive must acknowledge receipt of the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”) and confirm that the Executive will comply with the Code of Conduct. Failure to confirm compliance annually with the Company’s Code of Conduct within a reasonable timeframe following the Executive’s receipt of a written request by the Company will justify termination for cause unless, at the sole discretion of Star’s Board, non-compliance is deemed non-material.



2.    Term of Employment. The Executive’s employment under this Agreement will continue until November 15, 2029, subject to earlier termination as provided in Section 7 (the “Term”). This Agreement and the Term will be automatically renewed and extended for periods of one (1) calendar year unless the Company or the Executive provides written notice no less than thirty (30) days prior to the expiration of the then-current Term of its or the Executive’s desire not to renew this Agreement.
3.    Scope of Responsibilities and Duties. The Executive agrees to devote the Executive’s full business time, attention, efforts and energies to the performance of the Executive’s duties and responsibilities hereunder. While employed by the Company, the Executive may not engage in any employment other than for the Company, in any conflicting or competing business activities, or have any financial interest, directly or indirectly, in any business competing with the Company or otherwise engaged in the business of the Company or its affiliates. The foregoing does not prevent the Executive from (1) serving on the board of directors of another organization with the written consent of the Board (board memberships existing prior to the execution of this Agreement are exempt provided Executive has notified the Company in writing of such directorship prior to the date Executive executes this Agreement); (2) managing Executive’s personal investments, provided that such investments and activities do not materially interfere with the Executive’s performance of Executive’s duties and responsibilities hereunder; (3) holding any (i) debt or equity securities that are less than five (5%) percent of any class of the issuer’s debt or equity securities, (ii) any securities of the Company, (iii) any debt or equity or other securities held directly or indirectly by Executive prior to the execution of this Agreement, or (iv) any debt or equity or other security acquired or held with the Board’s affirmative approval; or (4) remaining as the owner of Rocky Bluff Outfitters LLC, Rocky Bluff Lodge LLC, and Rocky Bluff Properties LLC.
4.    Compensation and Benefits. The Company will provide the Executive with the following compensation and benefits during the Term:
(a)    The Company will pay the Executive a salary of $450,000 on an annualized basis, payable in accordance with the payroll practices of the Company in effect from time to time, and less such taxes and other deductions required by applicable law or authorized by the Executive (as adjusted from time to time, the “Base Salary”). The Executive’s Base Salary may be increased at any time by the Compensation Committee of the Board but shall not be decreased during the term of this Agreement.
(b) The Executive will be entitled to accrue paid vacation at the rate of the greater of (i) four (4) weeks per year, or (ii) the vacation allowance as provided under the Company’s vacation plan that applies to similarly situated employees working at the office location at which the Executive is based, provided any change in the vacation allowance is approved by the Board upon recommendation of the Compensation Committee. In addition, the Company will provide the Executive with other benefits of employment offered, from time to time to similarly situated employees at the office location at which the Executive is based, provided such benefits are approved by the Board upon recommendation of the Compensation Committee.
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(c)    The Executive will be eligible for an annual cash bonus of up to $250,000 and 15,000 shares of Series A Preferred Stock in Star Equity Holdings, Inc. (“Preferred Stock”) (which shall be equitably adjusted in the event liquidation preferences have changed), earned as of the end of each fiscal year, commencing with the fiscal year ending December 31, 2026, contingent on achievement of pre-established EBITDA goals, as determined by the Board or the Compensation Committee of the Board, and Executive’s continued employment with the Company through the last day of the fiscal year (“EBITDA Bonus”). The EBITDA Bonus for any fiscal year will be paid no later than March 15 of the following fiscal year. The EBITDA Bonus shall be determined based on the Adjusted EBITDA target and bonus payout curve, as shall be determined by the Compensation Committee or the Board of Directors on an annual basis.
(d)    The Executive will be eligible for an annual cash bonus of up to $250,000 and 15,000 shares of Preferred Stock (which shall be equitably adjusted in the event liquidation preferences have changed), earned as of the end of each fiscal year, commencing with the fiscal year ending December 31, 2026, contingent on achievement of pre-established revenue goals, as determined by the Board or the Compensation Committee of the Board, and Executive’s continued employment with the Company through the last day of the fiscal year (“Gross Profit Bonus”). The Gross Profit Bonus for any fiscal year will be paid no later than March 15 of the following fiscal year. The Preferred Stock granted under this Section 4(e) shall vest on the first anniversary of the grant date. The Gross Profit Bonus shall be determined based on the Adjusted Gross Profit target and bonus payout curve, as shall be determined by the Compensation Committee or the Board of Directors on an annual basis.
(e) The Executive has received equity awards in the form of restricted stock units (the “RSUs”), which, upon vesting, will be settled in shares of the Company’s common stock, subject to the terms of the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan (the “Awards Plan”) and any award agreements issued to Executive under the Awards Plan. On the Effective Date of the Prior Agreement (as defined in the Prior Agreement), the Company granted the Executive RSUs that had a grant date fair market value equal to $1,000,000. On the first anniversary of the Effective Date of the Prior Agreement, the Company granted the Executive RSUs that had a grant date fair market value equal to $1,000,000. Each of the RSU grants hereunder shall vest 1/3 on the first anniversary of the applicable grant date, 1/3 on the second anniversary of the applicable grant date, and 1/3 on the third anniversary of the applicable grant date. On the date of this Agreement, the Company will grant the Executive RSUs that have a grant date fair market value equal to $667,000 which shall vest 1/3 on the first anniversary of the date of this Agreement, 1/3 on the second anniversary of the date of this Agreement, and 1/3 on the third anniversary of the date of this Agreement and a cash bonus of $333,000. Additionally, the $333,000 cash bonus shall be forfeited and must be repaid by the Executive in its entirety to the Company in the event the Executive terminates the Executive’s employment and this Agreement without Good Reason or the Company terminates the Executive’s employment and this Agreement for Cause prior to the first anniversary of the date of this Agreement, and 2/3 of the cash bonus shall be forfeited and must be repaid by the Executive to the Company in the event of such a termination any time after the first anniversary of the date of this Agreement and prior to or on the second anniversary of the date of this Agreement, and 1/3 of the cash bonus shall be forfeited and must be repaid by the Executive to the Company in the event of such a termination at any time after the second anniversary of the date of this Agreement and prior to or on the third anniversary of the date of this Agreement.
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(f)    Executive is eligible to participate in the Hudson Talent Solutions, LLC Management Incentive Plan attached hereto as Attachment C. (the “MIP”), which is governed by and subject to the terms of such plan, and any award agreement(s) issued to Executive thereunder.
(g)    Executive received a one-time starting bonus of $470,000 (“Starting Bonus”) on the Effective Date of the Prior Agreement (as defined therein). If Executive’s employment terminates pursuant to Section 7(d) or (f) hereunder on or after the second anniversary of the Effective Date of the Prior Agreement but before the third anniversary of the Effective Date of the Prior Agreement (the “Final Due Date”), Executive must repay 1/3 of the Starting Bonus to the Company. Therefore, the Starting Bonus is not deemed fully earned unless and until Executive remains employed by Company for at least three years after the Effective Date of the Prior Agreement, or Executive’s employment ends pursuant to Section 7(a), (b), or (c) of this Agreement. Any suspension of full-time employment prior to the Final Due Date will automatically extend the Final Due Date, as well as applicable earlier dates on the second anniversary of the Effective Date of the Prior Agreement, in an amount of time equal to the period of such suspension. Any portion of the Starting Bonus which the Executive owes the Company under this Section 4(g) must be repaid to the Company upon the termination of Executive’s employment with the Company. Executive hereby authorizes the Company to deduct any amount of the Starting Bonus that Executive owes the Company under this Section 4(g) from Executive’s final compensation or other payments owed to the Executive by the Company under this Agreement at the time of the termination of Executive’s employment.
5.    Additional Agreements. The Executive’s employment hereunder is further contingent upon the Executive’s simultaneous execution of the Confidentiality, Non-Solicitation and Work Product Assignment Agreement and Mutual Agreement to Arbitrate Claims, which is attached as Attachment A and forms a part of this Agreement. To the extent there is any conflict between the terms of the Agreement and any of the terms of Attachment A or any other attachment, the terms of the Agreement will control.
6.    Representations and Warranties. The Executive represents and warrants as follows:
(a)    All information, oral and written, provided by the Executive during the employment process is accurate and true to the best of the Executive’s knowledge, and such information does not include any misleading or untrue statement.
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(b)    To the best of Executive’s knowledge, the Executive has never been the subject of any disciplinary action by any governmental agency, industry or self-regulatory body or any other employer, except as otherwise previously disclosed to the Company.
(c)    The execution, delivery and performance of this Agreement by the Executive and the Executive’s employment hereunder are not in violation of the terms, including any non- competition, non-disclosure, non-solicitation or confidentiality provisions, of any written or oral agreement, arrangement or understanding to which the Executive is a party or by which the Executive is bound, and Executive has provided the Company with a copy of all such written non- competition, non-disclosure, non-solicitation or confidentiality provisions.
(d)    The execution, delivery and performance of this Agreement by the Executive and the Executive’s employment hereunder are not in violation of any United States federal or state statute, rule, regulation, or other law, or any judgment, decree or order applicable or binding upon the Executive.
7.    Termination. This Agreement and the Executive’s employment may be terminated prior to the expiration of the Term as follows:
(a)    Death. If the Executive dies during the Term, this Agreement shall automatically terminate and the Company shall have no further obligation to the Executive or the Executive’s estate, except as follows: (i) the Company shall pay the Executive’s estate (or beneficiary, if applicable) that portion of the Base Salary and other compensation and benefits (including, but not limited to, EBITDA Bonus and Gross Profit Bonus, pro-rated through the date of termination assuming 100% of target bonus, amounts properly submitted for reimbursement and accrued but unused vacation) earned, but unpaid through the date on which the Executive’s termination occurs (the “Accrued Amounts”); and (ii) if Executive dies prior to the third anniversary of the Effective Date of the Prior Agreement, any RSUs under Section 4(e) that have already been granted under the Awards Plan as of the date of termination that remain unvested and any unvested shares of Preferred Stock shall be deemed fully vested. To the extent permitted under the Awards Plan and Code Section 409A, RSUs affected by this Section 7(a) shall be settled on the later of (A) the time the RSUs would normally be settled under Awards Plan and award agreement(s) thereunder or (B) the first business day after the forty-fifth (45th) day after the date of termination of employment. To the extent the acceleration of the award and/or vesting of any of the RSUs under this Section 7(a) would violate the terms of the Awards Plan, the Company shall satisfy the settlement of such deemed RSUs in an equivalent cash distribution to the Executive’s estate or beneficiary (if applicable). For the avoidance of doubt, Attachment B is not applicable to this type of termination. The Company shall pay these amounts by the later of thirty (30) days after the date of death, and the dates that they would otherwise have been paid under this Agreement.
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(b) Disability. If the Executive is unable to perform the Executive’s essential job duties and responsibilities due to mental or physical disability for a total of twelve (12) weeks, whether consecutive or not, during any rolling twelve (12) month period, the Company may terminate the Executive’s employment and this Agreement upon five (5) days’ written notice to the Executive. For purposes of this Agreement, the Executive will be considered disabled when the Company, with the advice of a qualified physician, reasonably acceptable to the Executive and the Company, determines that the Executive is physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing the Executive’s essential job duties, with or without reasonable accommodation. The Executive shall cooperate with the Company in obtaining the advice of a qualified physician regarding the Executive’s condition. In the event of termination pursuant to this Section 7(b), the Company will be relieved of all obligations under this Agreement, except that the Company will pay to the Executive the Accrued Amounts and, if the termination of Executive’s employment under this Section 7(b) occurs, any RSUs that have already been granted under the Awards Plan as of the date of termination that remain unvested and any unvested shares of Preferred Stock shall be deemed fully vested. To the extent permitted under the Awards Plan and Code Section 409A, RSUs affected by this Section 7(b) shall be settled on the later of (A) the time the RSUs would normally be settled under Awards Plan and award agreement(s) thereunder or (B) the first business day after the forty-fifth (45th) day after the date of termination of employment. To the extent the acceleration of the award and/or vesting of any of the RSUs under this Section 7(b) would violate the terms of the Awards Plan, the Company shall satisfy the settlement of such deemed RSUs in an equivalent cash distribution. For the avoidance of doubt, Attachment B is not applicable to this type of termination. The Company shall pay these amounts by the earlier of thirty (30) days after the date of termination of employment, and the dates that they otherwise would have been paid under this Agreement.
(c)    Discharge by the Company without Cause or Termination on Expiration or by the Executive for Good Reason. The Company may terminate the Executive and this Agreement at any time for any reason, including without Cause (as defined in Section 7(e) below), upon thirty (30) days’ written notice to the Executive. If the Company gives notice of non-renewal of employment within the 30- day period as provided in Section 2, it will be treated as a termination without Cause effective at the end of the Term. In addition, the Executive may terminate Executive’s employment and this Agreement at any time for Good Reason (as defined below).
Upon termination without Cause or for Good Reason, the Company will have no further liability to the Executive other than to provide the Executive with:
(i)    the Accrued Amounts, to be paid by the earlier of thirty (30) days after the date of termination of employment and the dates that they otherwise would have been paid under this Agreement;
(ii)    subject to the Executive’s execution of an unrevoked release and waiver agreement and covenant not to sue, substantially in the form attached hereto as Attachment B (the “Release”), a pro-rata portion of the EBITDA Bonus and the Gross Profit Bonus for the fiscal year during which the Executive’s termination occurs, calculated based on 100% achievement of respective targets, but pro-rated to reflect the number of full months worked during the fiscal year (the “Pro-Rata Bonus”), to be paid at the later of (A) the time the EBITDA Bonus and the Gross Profit Bonus would normally be paid under Sections 4(c) and 4(d) or (B) the first regular pay day after the forty-fifth (45th) day after the date of termination of employment;
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(iii)    subject to the Executive’s execution of the Release, if termination of Executive’s employment and this Agreement under this Section 7(c) occurs prior to the third anniversary of the Effective Date of the Prior Agreement any RSUs described in Section 4(e) which have not yet been granted under the Awards Plan as of the date of termination shall be deemed granted and fully vested, and any RSUs under Section 4(e) that have already been granted under the Awards Plan as of the date of termination that remain unvested shall be deemed fully vested. To the extent permitted under the Awards Plan and Code Section 409A, RSUs affected by this Section 7(c)(iii) shall be settled on the later of (A) the time the RSUs would normally be settled under Awards Plan and award agreement(s) thereunder or (B) the first business day after the forty-fifth (45th) day after the date of termination of employment. To the extent the acceleration of the award and/or vesting of any of the RSUs under this Section 7(c)(iii) would violate the terms of the Awards Plan, the Company shall satisfy the settlement of such deemed RSUs in an equivalent cash distribution;
(iv)    subject to the Executive’s execution of the Release, the equivalent of 1x the Base Salary, payable in equal installments commencing on the first regular pay day after the termination of the Executive’s employment with the Company and on each regular pay day thereafter through the 12-month anniversary of the termination; and
(v)    subject to the Executive’s execution of the Release, reimbursement for the Executive’s cost of COBRA premiums for health insurance continuation coverage (to the extent such premiums exceed the contributory cost for the same coverage that the Company charges active employees) through the 12-month anniversary of the termination or until his right to COBRA continuation expires, whichever is shorter, provided that Executive timely elects and is eligible for COBRA coverage.
For purposes of this Section 7 only, Good Reason shall be defined as: (i) any material changes in the Executive’s authority, duties and responsibilities which would result in the Executive no longer being the Chief Executive Officer of the Company, (ii) any material reduction of the Executive’s salary, aggregate incentive compensation opportunities or aggregate benefits, unless such changes are applied to all members of the Company’s leadership team and amount to less than a 10% reduction in total, or (iii) a material breach by the Company of this Agreement. No event or condition described in this Section 7(c) shall constitute Good Reason unless the Executive gives the Company written notice of Executive’s intention to terminate Executive’s employment for Good Reason and the grounds for such termination within ninety (90) days of the occurrence of such event and the initial existence of such condition and such grounds for termination are not cured by the Company within sixty (60) calendar days of its receipt of such notice.
(d)    Termination for Cause. The Company may terminate the Executive’s employment and this Agreement at any time for Cause as defined below. In such case, this Agreement and the Executive’s employment shall terminate immediately, and the Company shall have no further obligation to the Executive, except that the Company shall pay to the Executive the Accrued Amounts; for the avoidance of doubt, Attachment B is not applicable to this type of termination.
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(e)    Definition of Cause. For purposes of this Agreement, Cause shall be defined as:
(i)    the willful failure of the Executive to perform the Executive’s duties and obligations in any material respect (other than any failure resulting from Executive’s disability), which failure is not cured within thirty (30) days after receipt of formal, signed written notice thereof, provided that there shall be no obligation to provide any additional written notice if the Executive’s failure to perform is repeated and the Executive has previously received one (1) or more formal, signed written notices;
(ii)    intentional acts of dishonesty or willful misconduct by the Executive with respect to the Company;
(iii)    conviction of a felony, misdemeanor, or other offense the circumstances of which substantially relate to the circumstances of the Executive’s job, including but not limited to violation of any law involving dishonesty, disloyalty, or fraud, or entry of a plea of guilty or nolo contendere to such charge;
(iv)    repeated refusal to perform the reasonable and legal instructions of the Board;
(v)    material breach of this Agreement or Attachment A;
(vi)    failure to confirm compliance with the Company’s Code of Conduct after 10 days’ written notice requesting confirmation; or
(vii)    a violation of Section 6; provided, however, that if the Company or a court or arbitral authority of competent jurisdiction determines that Executive’s execution, delivery and performance of this Agreement violates the terms of Executive’s restrictive covenant obligations to his immediately prior employer despite Executive’s good faith efforts to comply with those restrictive covenant obligations, such determination shall not be considered “Cause”.
(f)    Resignation. Except as otherwise provided in Section 2, the Executive may voluntarily resign from employment at any time during the Term: (i) upon sixty (60) days written notice and in compliance with the provisions of Attachment A; or (ii) immediately in the event the Executive’s former employer has formally filed a complaint in court or has formally demanded arbitration, or the Company has determined that the Executive has acted in violation of Section 6, but in compliance with the provisions of Attachment A. In such event, the Company shall be relieved of all its obligations under this Agreement, except that the Company shall pay to the Executive the Accrued Amounts, subject to any irrevocable deferral election then in effect; for the avoidance of doubt, Attachment B is not applicable to this type of termination. The Company shall pay these amounts by the earlier of thirty (30) days after the date of termination of employment and the dates that they would otherwise have been paid under this Agreement.
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(g)    Continuance of Obligations. The Executive remains obligated to comply with the Executive’s obligations and duties pursuant to Attachment A despite the termination of this Agreement and the Executive’s employment for any reason.
(h)    Cooperation. During employment and after the termination of this Agreement and the Executive’s employment for any reason, the Executive agrees to reasonably cooperate with and at the request of the Company in the defense or prosecution of any legal matter or claim in which the Company, any of its affiliates, or any of their past or present employees, agents, officers, directors, attorneys, successors or assigns, may be or become involved and which arises or arose during the Executive’s employment. The Executive will be reimbursed for any reasonable and pre-approved out-of- pocket expenses incurred thereby. Such cooperation will be without additional compensation if Executive is then employed by the Company and for reasonable mutually agreeable compensation if Executive is not then employed by the Company.
(i)    No Disparagement. During employment and after the termination of this Agreement and the Executive’s employment for any reason, the Executive agrees that the Executive will not knowingly take any action or make any statement or disclosure, whether written or oral, that disparages, criticizes, or is otherwise derogatory with respect to the Company or any of its affiliates, or any of their past or present employees, officers or directors. The Company will not knowingly disparage, criticize or otherwise make any derogatory statements regarding the Executive. For purposes of this Section 7(i) only, the term “Company” means only the Company’s executive officers and directors of the Company, and any person operating at the direction of the executive officers or directors of the Company. Nothing in this Section prohibits or restricts the Executive from: responding to any inquiry, or providing testimony, about this Agreement or its underlying facts and circumstances by or before any federal or state administrative or regulatory agency or authority; participating in Section 7 activity under the National Labor Relations Act; discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Executive has reason to believe is unlawful, or from engaging in protected whistleblowing rights.
(j)    Directorships. The Executive agrees that the Company may, at any time and for any reason, remove the Executive from any directorship held with any subsidiary of the Company, and such removal will be effective immediately upon written notice to the Executive unless stated otherwise in such notice.
(k)    Power of Attorney. The Company may from time to time grant the Executive specific powers of attorney. The Company may at any time revoke the Executive’s power of attorney upon written notification to the Executive. Further, upon termination from the Company for any reason all powers of attorney are immediately and automatically revoked.
(l) Administrative Leave. If (i) the Company notifies Executive that he will be terminated without Cause, (ii) the Executive provides notice of his resignation or termination of his employment for Good Reason or (iii) Executive or the Company provides notice of its or the Executive’s desire not to renew this Agreement, then the Company may place Executive on administrative leave contemporaneously with or at any time after delivery of such notice. During such administrative leave, the Company shall continue to provide Executive all of the compensation and benefits described in Section 4.
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8.    Indemnification. The Company shall to the fullest extent permitted by the Company’s certificate of incorporation and bylaws in effect from time to time, subject to the conditions thereof, indemnify Executive against expenses, reasonable attorneys’ fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with: (i) any proceedings against him arising by reason of the fact that Executive is or was an agent or employee of the Company and (ii) any proceedings against him by his immediately prior employer involving alleged breach of any restrictive covenant obligations to his immediately prior employer.
9.    Severability. Whenever possible, each portion, provision or section of this Agreement will be interpreted in such a way as to be effective and valid under applicable law, but if any portion, provision or section of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other portions, provisions or sections. Rather, this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable portion, provision or section had never been contained herein.
10.    Complete Agreement. This Agreement, including Attachments A, B, and C, contains the complete agreement and understanding between the parties with respect to the matters covered herein and supersedes and preempts any prior understanding, agreement, or representation by or between the parties, written or oral, including the Prior Agreement.
11.    Additional Rights and Causes of Action. This Agreement, including Attachments A , B, and C is in addition to and does not in any way waive or detract from any rights or causes of action the Company may have relating to Confidential Information (as defined in Attachment A) or other protectable information or interests under statutory or common law or under any other agreement.
12.    Governing Law. Notwithstanding principles of conflicts of law of any jurisdiction to the contrary, all terms and provisions of this Agreement are to be construed and governed by the laws of the State of Wisconsin without regard to the laws of any other jurisdiction in which the Executive resides or performs any duties hereunder or where any violation of this Agreement occurs.
13.    Successors and Assigns.
(a)    This Agreement will inure to the benefit of and be enforceable by the Company and its successors and assigns. The Executive may not assign the Executive’s rights or delegate the Executive’s obligations hereunder.
(b)    The Company’s and Executive’s responsibilities under Sections 7, 8, 10, 11, 12, 13, 14, and 15 will survive termination of this Agreement.
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14.    Amendment; Waivers. This Agreement may not be amended unless it is in writing signed by both parties to this Agreement. The waiver by either the Executive or the Company of a breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the breaching party.
15.    Withholding. The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of National Tax Counsel if any question as to the amount or requirement of any such withholding shall arise. In addition, if prior to the date of payment of any amount hereunder, the Federal Insurance Contributions Act (“FICA”) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Internal Revenue Code of 1986 (the “Code”), where applicable, becomes due, a payment will be made to the Executive from the cash payments otherwise owing hereunder (without regard to the six-month delay if Executive) equal to the amount needed to pay the Executive’s portion of such tax, as well as withholding taxes resulting therefrom (including the additional taxes attributable to the pyramiding of such distributions and taxes), and any subsequent payment shall be reduced accordingly.
16.    Compliance with Code Section 409A.
(a)    This Agreement shall be construed, interpreted, and administered in a manner so that the benefits, payments and reimbursements under this Agreement or the plans, policies, or programs referred to in this Agreement that are nonqualified deferred compensation under Code Section 409A will satisfy the requirements of Code Section 409A and will not result in the imposition of additional tax under Code Section 409A.
(b)    To the extent that any benefits, payments, and reimbursements under this Agreement or the plans, policies, or programs referred to in this Agreement are nonqualified deferred compensation under Code Section 409A, are paid or provided during the six (6) months after the date of termination of employment and are paid or provided by virtue of the Executive’s termination of employment, the Company shall take the following actions. If the Executive is a “specified employee” under Code Section 409A on the date of termination of employment, and to the extent not otherwise provided in this Agreement or the plans, policies, or programs referred to in this Agreement, the Company shall withhold these benefits, payments, and reimbursements from the date of termination of employment through the end of the sixth month after the date of termination of employment (the “Mandatory Holdback Period”). The Company shall pay and provide these benefits, payments, and reimbursements in a single lump sum on the first business day of the seventh (7th) month after the date of termination of employment, or if earlier, no later than thirty days after the date of the Executive’s death after the date of termination of employment (the “Mandatory Delayed Payment Date”). If the Company withholds any in-kind benefit or reimbursement during the Mandatory Holdback Period, the Executive may pay the provider of the benefit or service and receive reimbursement on the Mandatory Delayed Payment Date.
(d)    The provisions of this Section 16 control over any conflicting provisions of this Agreement, or the plans, policies, or programs referred to in this Agreement.
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17.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
THE COMPANY AND THE EXECUTIVE ACKNOWLEDGE THAT:
(a)    EACH HAS CAREFULLY READ THIS AGREEMENT;
(b)    EACH UNDERSTANDS ITS TERMS;
(c)    ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND THE EXECUTIVE RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT;
(d)    EACH HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE OTHER, OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF; AND
(e)    O’NEIL, CANNON, HOLLMAN, DEJONG & LAING S.C. (“OCHDL”) HAS REPRESENTED THE EXECUTIVE IN CONNECTION WITH THIS AGREEMENT. OCHDL HAS ALSO REPRESENTED THE EXECUTIVE AND THE COMPANY IN SEPARATE MATTERS. OCHDL HAS INDICATED THAT IT BELIEVES THAT THE FIRM’S REPRESENTATION OF THE COMPANY IN CERTAIN SEPARATE, UNRELATED MATTERS WILL NOT ADVERSELY AFFECT OR MATERIALLY LIMIT ITS ABILITY TO REPRESENT THE EXECUTIVE IN THIS MATTER. LIKEWISE, OCHDL HAS INDICATED THAT ITS REPRESENTATION OF THE EXECUTIVE IN THIS MATTER WILL NOT ADVERSELY AFFECT OR MATERIALLY LIMIT ITS ABILITY TO REPRESENT THE COMPANY WITH RESPECT TO THE SEPARATE, UNRELATED MATTERS NOW OR IN THE FUTURE. BY SIGNING THIS AGREEMENT, THE EXECUTIVE AND THE COMPANY CONSENT TO OCHDL REPRESENTING THE EXECUTIVE IN CONNECTION WITH THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Jacob Zabkowicz    Hudson Talent Solutions, LLC

Signature of Executive                Name: Jeffrey Eberwein
                            Title:    Manager

Jake Zabkowicz                
Printed Name of Executive

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Attachment A
CONFIDENTIALITY, NON-SOLICITATION
AND WORK PRODUCT ASSIGNMENT AGREEMENT,
AND MUTUAL AGREEMENT TO ARBITRATE CLAIMS

/s/ Jacob Zabkowicz /s/ Jeffrey Eberwein As a material inducement to and in consideration of executive’s employment by Hudson Talent Solutions, LLC (individually and collectively with Hudson Talent Solutions, LLC’s past, present, and future parents, subsidiaries, affiliates, and related companies, “Hudson” or “the Company”)1, Jacob Zabkowicz (the “Executive”) agrees as follows:
1.    Confidential Information
1.1    Definition.
“Confidential Information” consists of all information or data relating to the business of Hudson, including but not limited to, business and financial information; new product development and technological data; personnel information and the identities of employees; the identities of clients and suppliers and prospective clients and suppliers; client lists and potential client lists; development, expansion and business strategies, plans and techniques; computer programs, devices, methods, techniques, processes and inventions; research and development activities; trade secrets as defined by applicable law and other materials (whether in written, graphic, audio, visual, electronic or other media, including computer software) developed by or on behalf of Hudson which is not generally known to the public, which Hudson has and will take precautions to maintain as confidential, and which derives at least a portion of its value to Hudson from its confidentiality. Additionally, Confidential Information includes information of any third- party doing business with Hudson (actively or prospectively) that Hudson or such third party identifies as being confidential. Confidential Information does not include any information already known to the Executive prior to any discussions with employees or directors of Hudson or information that is in the public domain or otherwise publicly available (other than as a result of a wrongful act by the Executive or of an agent or other employee of Hudson about which the Executive knew or should have known).
1.2    Agreement to Maintain the Confidentiality of Confidential Information.
The Executive acknowledges that, because of Executive’s employment by Hudson, Executive will have access to such Confidential Information and to additional Confidential Information which may be developed in the future. The Executive acknowledges that all Confidential Information is the exclusive property of Hudson, or in the case of Confidential Information of a third party, of such third party. The Executive agrees to hold all Confidential Information in trust for the benefit of the owner of such Confidential Information. The Executive further agrees that Executive will use Confidential Information for the sole purpose of performing Executive’s work for Hudson, and that during Executive’s employment
1Any reference in this Agreement to Hudson will be a reference also to each of its officers, directors, employees and agents, all subsidiary and affiliated entities, all benefit plans and benefit plans’ sponsors and administrators, fiduciaries, affiliates, and all successors and assigns of any of them.



with Hudson, and for two years after the termination of that employment for any reason in any country in which Hudson RPO conducts business during the 12-month period preceding the date of termination of Executive’s employment with Hudson, the Executive will not use for Executive’s benefit, or the benefit of others, or divulge or convey to any third party any Confidential Information obtained by the Executive during Executive’s employment by Hudson, unless it is pursuant to Hudson’s prior written permission.
1.3    Return of Property.
The Executive acknowledges that Executive has not acquired and will not acquire any right, title or interest in any Confidential Information or any portion thereof. The Executive agrees that upon termination of Executive’s employment for any reason, Executive will deliver to Hudson immediately, but in no event later that the last day of Executive’s employment, all documents, data, computer hardware, computer programs and all other materials, and all copies thereof, including but not limited to copies of data in electronic form such as disks, tape or media cards, that were obtained or made by the Executive during Executive’s employment with Hudson, which contain or relate to Confidential Information and will destroy all electronically stored versions of the foregoing. The Executive retains the right to retrieve and retain personal information.
1.4Permitted Disclosures.
Nothing contained in this Agreement, in any way, restricts or impedes the Executive from exercising their protected rights to the extent that such rights cannot be waived by agreement such as lawfully reporting possible violations of any law or regulation, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, or from responding to or coopering in the investigation by any government agency, including, but not limited to, the Department of Labor, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the Department of Justice, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency. Nothing in this Agreement prevents the Executive from making other disclosures protected under any whistleblower provisions of law, or from reporting unlawful conduct, or from discussing the terms and conditions of the Executive’s employment as permitted by Section 7 of the National Labor Relations Act. The Executive does not need prior authorization from the Company to make such disclosures, nor to notify Employer of such disclosures. Otherwise, the Executive promises and agrees to promptly provide written notice to the Company if the Executive will disclose Confidential Information to any entity pursuant to a law/regulation, subpoena, order or investigation, in order to provide the Company sufficient time to attempt to protect the disclosure or its Confidential Information. The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed under seal in a lawsuit or other proceeding.
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Moreover, if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose a trade secret to his attorney and use the trade secret information in the court proceeding; provided, however that the Executive: (i) shall file any document containing the trade secret under seal; and (ii) shall not disclose the trade secret, except pursuant to a court order.
2.    Disclosure and Assignment of Inventions and Creative Works
The Executive agrees to promptly disclose in writing to Hudson all inventions, ideas, discoveries, developments, improvements, and innovations (collectively “Inventions”), whether or not patentable and all copyrightable works, including but not limited to computer software designs and programs (“Creative Works”) conceived, made or developed by the Executive, whether solely or together with others, during the period the Executive is employed by Hudson. The Executive agrees that all Inventions and all Creative Works, whether or not conceived or made during working hours, that: (a) relate directly to the business of Hudson or its actual or demonstrably anticipated research or development, or (b) result from the Executive’s work for Hudson, or (c) involve the use of any equipment, supplies, facilities, Confidential Information, or time of Hudson, are the exclusive property of Hudson. The Executive hereby assigns and agrees to assign all right, title and interest in and to all such Inventions and Creative Works to Hudson. The Executive understands that Executive is not required to assign to Hudson any Invention or Creative Work for which no equipment, supplies, facilities, Confidential Information or time of Hudson was used, unless such Invention or Creative Work relates directly to Hudson’s business or actual or demonstrably anticipated research and development, or results from any work performed by the Executive for Hudson.
3.    Future Restrictions and Notice
3.1    Non-Solicitation of Clients.
During the period of the Executive’s employment with Hudson and for a period of one year from the date of termination of such employment for any reason, the Executive agrees that Executive will not, directly or indirectly, for the Executive’s benefit or on behalf of any person, corporation, partnership or entity whatsoever, call on, solicit, perform services for, interfere with or endeavor to entice away from Hudson any client to whom Executive provides services at any time during the 12 month period preceding the date of termination of the Executive’s employment with Hudson; provided, however, that this Section 3.1 shall not preclude the Executive from providing services to any such client or prospective client that are beyond the scope of the services that Hudson provides to its clients.
3.2    Non-Solicitation of Employees.
For a period of one year after the date of termination of Executive’s employment with Hudson for any reason, the Executive agrees that Executive will not, directly or indirectly, for the Executive's benefit or on behalf of any person, corporation, partnership or entity whatsoever, hire, attempt to hire, solicit for employment or encourage the departure of any employee of Hudson, to leave employment with Hudson and provide similar services to a competitor of Hudson.
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3.3    Notice to New Employer
For a period of one year after the date of termination of Executive’s employment with Hudson for any reason, the Executive agrees that Executive will bring the terms of this agreement to the attention of Executive’s new employer.
3.4    Acknowledgement
Executive acknowledges and agrees that the restrictions imposed by this Section 3 are reasonably necessary for the protection of the Company considering Executive’s position.
4.    Agreement to Arbitrate
4.1    Acknowledgment.
Hudson and the Executive (together the “Parties”) further recognize that differences may arise between either of them after or during Executive’s employment with Hudson.
The Parties understand and agree that by entering into this agreement to arbitrate claims, each anticipates gaining the benefit of arbitration as a speedy, impartial dispute-resolution procedure, and understands and agrees that both are voluntarily consenting to forego other types of litigation, except as specifically listed below in Section 4.3. Executive acknowledges that Executive’s agreement to submit to arbitration as described in this Agreement is in consideration of and is a material inducement to Executive’s employment by Hudson.
4.2    Claims Covered by this Agreement.
Hudson and Executive mutually consent to the resolution by arbitration of all claims or controversies (tort, contract or statutory), whether or not arising out of Executive’s employment (or its termination), that Hudson may have against Executive or that Executive may have against Hudson (“claims”). The claims covered by this Agreement include, but are not limited to, claims for wages, bonuses, overtime pay, or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims, including but not limited to, defamation, wrongful termination, invasion of privacy and intentional infliction of emotional distress; claims for discrimination (including, but not limited to, race, sex, religion, national origin, age, marital status, or medical condition or disability), harassment and/or retaliation; claims for benefits or the monetary equivalent of benefits (except where an employee benefit or pension plan specifies that its claims procedure is subject to an arbitration procedure different from this one); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, except claims excluded in the following Section 4.3.
4.3    Claims Not Covered by the Agreement.
Claims not covered by this Agreement include claims that Executive may have now or in the future for workers’ compensation or unemployment benefits.
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Also not covered are claims by Hudson based on criminal acts of Executive, and claims for injunctive or other equitable relief for: (a) breach or threatened breach of any non-solicitation, confidentiality and/or patent or invention assignment agreements; (b) unfair competition; or (c) the misappropriation, use and/or unauthorized disclosure of trade secrets or confidential information, as to each of which Executive understands and agrees that Hudson may immediately seek and obtain relief from a court of competent jurisdiction. Employee may seek a declaratory judgment from a court of competent jurisdiction with regard to any claims or allegations relating to the (a) breach or threatened breach of any non-solicitation, confidentiality, and/or patent or invention assignment agreements, (b) unfair competition; or (c) the misappropriation, use and/or unauthorized disclosure of trade secrets or confidential information.
4.4    Arbitration Procedures.
Hudson and Executive agree that, except as provided in this Agreement, any arbitration shall be in accordance with the then-current employment dispute rules of the American Arbitration Association (“AAA”). Any arbitration shall be conducted in Milwaukee, Wisconsin, or such other location as Hudson and Executive may mutually agree in writing.
The arbitrator shall render a written award and opinion in the form typically rendered in arbitrations. The award shall be final and binding.
4.5    Arbitration Fees and Costs.
Hudson will pay the reasonable fees and costs of the arbitrator. Hudson and Executive will each pay their own respective costs and attorneys’ fees, if any. However, if either Party prevails on a statutory claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to the prevailing Party.
4.6    Requirements for Modification or Revocation.
This Agreement to arbitrate shall survive the termination of Executive’s employment. It may only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this Agreement.
4.7    Sole and Entire Agreement.
This is the complete agreement of the parties on the subject of arbitration of disputes except for any arbitration agreement in connection with any pension or benefit plan. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject, not including the Executive’s Employment Agreement with Hudson, into which this Agreement is incorporated. Executive is not relying on any representations, oral or written, on the subject of the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Agreement.
4.9    Construction.
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If any provision, portion or section of this Agreement is judged to be void or otherwise unenforceable, in whole or in part, such judgment will not affect the validity of the remainder of this Agreement.
4.10    Not an Employment Agreement.
This Agreement is not and shall not be construed to create any contract of employment or guarantee of employment for any specific time or under any specific terms or conditions, express or implied.
5.    Miscellaneous
5.1    Enforcement.
If, at the time of enforcement of this Agreement, a court holds that any of the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area deemed reasonable under such circumstances will be substituted for the stated period, scope or area as contained in this Agreement. Because money damages may be an inadequate remedy for any breach of the Executive’s obligations under this Agreement, in the event the Executive breaches or threatens to breach this Agreement, Hudson, or any successors or assigns, may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance, or injunctive or other equitable relief in order to enforce or prevent any violations of this Agreement.
5.2    Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a way as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under my applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provisions, but this Agreement and/or such provision will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
5.3    Additional Rights and Causes of Action.
This Agreement is in addition to and does not in any way waive or detract from any rights or causes of action Hudson or Executive may have relating to Confidential Information or other protectable information or interests under statutory or common law or under any other agreement.
5.4    Governing Law.
Notwithstanding principles of conflicts of law of any jurisdiction to the contrary, all terms and provisions to this Agreement are to be construed and governed by the laws of the State of Wisconsin without regard to the laws of any other jurisdiction wherein the Executive resides or performs any duties hereunder or where any violation of this Agreement occurs.
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5.5    Successors and Assigns.
The Agreement will inure to the benefit of and be enforceable by Hudson and its successors and assigns. The Executive may not assign the Executive’s rights or delegate the Executive’s obligations hereunder.
5.6    Amendment; Waivers.
This Agreement may not be amended unless it is in writing signed by both parties to this Agreement. The waiver by either the Executive or Hudson of a breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the breaching party.
HUDSON AND EXECUTIVE ACKNOWLEDGE THAT:
(a)    EACH HAS CAREFULLY READ THIS AGREEMENT;
(b)    EACH UNDERSTANDS ITS TERMS;
(c)    ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN HUDSON AND EXECUTIVE RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT; AND
(d)    EACH HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE OTHER, OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.
EXECUTIVE FURTHER ACKNOWLEDGES THAT EXECUTIVE HAS BEEN GIVEN SUFFICIENT TIME AND OPPORTUNITY TO CONSIDER WHETHER TO SIGN THIS AGREEMENT AND EXECUTIVE HAS NOT BEEN FORCED OR COERCED INTO SIGNING THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality Agreement and Mutual Agreement to Arbitrate Claims.
Jacob Zabkowicz    Hudson Talent Solutions, LLC

/s/ Jake Zabkowicz                    /s/ Jeffrey Eberwein            
Signature of Executive Name: Jeffrey E.
                            Title:    Manager
Jake Zabkowicz                
Printed Name of Executive

November 13, 2025                
Date
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Attachment B
Separation and Release of Claims Agreement
Eberwein This Separation and Release of Claims Agreement ("Agreement") is entered into by and between Hudson Talent Solutions, LLC (the "Employer"), on behalf of itself, its parents, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the "Employer Group"), and Jacob Zabkowicz (the "Employee") (the Employer and the Employee are collectively referred to as the "Parties") as of [DATE] (the "Execution Date").
The Employee's last day of employment with the Employer was [DATE] (the "Separation Date"). After the Separation Date, the Employee will not represent and has not represented that the Employee is an employee, officer, attorney, agent, or representative of the Employer Group for any purpose. Except as otherwise set forth in this Agreement, the Separation Date was the employment termination date for the Employee for all purposes, meaning the Employee is not entitled to any further compensation, monies, or other benefits from the Employer Group, including coverage under any benefit plans or programs sponsored by the Employer Group, as of the Separation Date.
The Employee agrees to not seek future employment with the Employer Group.
1.    Return of Property. The Employee warrants and represents that the Employee has returned all Employer Group property, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files and storage devices, physical files, and any other Employer Group property in the Employee's possession. Employee further acknowledges and agrees that Employee no longer has access to and does not claim ownership of any of Employer Group’s cloud storage or social media accounts.
2.    Employee Representations. The Employee specifically represents, warrants, and confirms that the Employee:
(a)    has not filed any claims, complaints, or actions of any kind against the Employer Group with any federal, state, or local court or government or administrative agency;
(b)    has not made any claims or allegations to the Employer Group related to unlawful employment practices, sexual harassment, sex discrimination, or sexual abuse, and that none of the payments set forth in this Agreement are related to any such claims or allegations;
(c)    has been properly paid for all hours worked for the Employer Group;
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(d)    has received all salary, wages, commissions, bonuses, and other compensation due to the Employee, including the Employee’s final payroll check for all salary, bonus, or other amounts due through and including the Separation Date; and
(e)    has not engaged in any unlawful conduct relating to the business of the Employer Group.
If any of these statements is not true, the Employee cannot sign this Agreement and must notify the Employer immediately in writing of the statements that are not true. This notice will not automatically disqualify the Employee from receiving the benefits offered in this Agreement, but will require the Employer's further review and consideration.
3.    Separation Benefits. As consideration for the Employee's execution of, non-revocation of, and compliance with this Agreement, including the Employee's waiver and release of claims in Section 4, the Employer agrees to provide the following benefits to which the Employee is not otherwise entitled:
(a)    a pro-rata portion of the EBITDA Bonus and the Gross Profit Bonus, as those terms are defined in the Executive Employment Agreement executed on [DATE] (“Employment Agreement”), for fiscal year [YEAR], calculated based on 100% achievement of respective targets, but pro-rated to reflect the number of full months worked during the fiscal year (the “Pro-Rata Bonus”), to be paid at the later of (A) the time the EBITDA Bonus and the Gross Profit Bonus would normally be paid under Sections 4(c) and 4(d) of the Employment Agreement or (B) the first regular pay day after the forty-fifth (45th) day after the date of termination of employment;
(b)    any RSUs described in 4(e) of the Employment Agreement which have not yet been granted or vested as of the date of termination shall be granted and deemed vested, which shall be settled on the later of (A) the time the RSUs would normally be settled under Section 4(e) of the Employment Agreement or (B) the first business day after the forty-fifth (45th) day after the date of termination of employment;
(c)    the equivalent of 1x the Base Salary as defined in the Employment Agreement, payable in equal installments commencing on the first regular pay day after the termination of the Employee’s employment with the Company and on each regular pay day thereafter through the 12-month anniversary of the termination; and
(d)    reimbursement for the Employee’s cost of COBRA premiums for health insurance continuation coverage (to the extent such premiums exceed the contributory cost for the same coverage that the Employer charges active employees) through the 12- month anniversary of the termination or until his right to COBRA continuation expires, whichever is shorter; provided that Executive timely elects and is eligible for COBRA coverage.
Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement.
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The Employee understands, acknowledges, and agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement, including the general release contained in it. The Employee further acknowledges that the Employee is not entitled to any additional payment or consideration not specifically referenced in this Agreement.
4.    Release.
(a)    Employee's General Release and Waiver of Claims
In exchange for the consideration provided in this Agreement, the Employee and the Employee's heirs, executors, representatives, administrators, agents, insurers, and assigns (collectively, the "Releasors") irrevocably and unconditionally fully and forever waive, release, and discharge the Employer Group, including each member of the Employer Group's parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of its and their respective officers, directors, employees, shareholders, trustees, and partners, in their corporate and individual capacities (collectively, the "Released Parties"), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys' fees) of any kind whatsoever, whether known or unknown (collectively, "Claims"), that Releasors may have or have ever had against the Released Parties, or any of them, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Employee's execution of this Agreement, including, but not limited to:
(i)    any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations Act (NLRA), the Age Discrimination in Employment Act (ADEA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA), all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner;
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(ii) any and all claims under the Wisconsin Fair Employment Act (WFEA), the Wisconsin Wage Claim and Payment Law, the Wisconsin Business Closing and Mass Layoff Law, the Wisconsin Cessation of Benefits Law, the Wisconsin Family and Medical Leave Law (WFMLL), the Wisconsin Personnel Records Statute, the Wisconsin Employment Peace Act (WEPA), all including any amendments and their respective implementing regulations, and any other state or local law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner;
(iii)    any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;
(iv)    any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, violation of biometric and data privacy laws, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress; and
(v)    any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements, punitive damages, liquidated damages, and penalties.
However, this general release and waiver of claims excludes, and the Employee does not waive, release, or discharge: (A) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission or similar state or local administrative agencies, although the Employee waives any right to monetary relief related to any such filed charge or administrative complaint; (B) claims that cannot be waived by law, such as claims for unemployment benefit rights and workers' compensation; (C) indemnification rights the Employee has against the Employer; and (D) any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and award agreements.
The Releasors specifically waive the protections of any law which provides that a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
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(b) Specific Release of ADEA Claims In further consideration of the payments and benefits provided to the Employee in this Agreement, the Releasors hereby irrevocably and unconditionally fully and forever waive, release, and discharge the Released Parties from any and all Claims, whether known or unknown, from the beginning of time through the date of the Employee's execution of this Agreement, arising under the Age Discrimination in Employment Act (ADEA), as amended, and its implementing regulations. By signing this Agreement, the Employee hereby acknowledges and confirms that:
(i)    the Employee has read this Agreement in its entirety and understands all of its terms;
(ii)    by this Agreement, the Employee has been advised in writing to consult with an attorney of the Employee's choosing and has consulted with such counsel as the Employee believed was necessary before signing this Agreement;
(iii)    the Employee knowingly, freely, and voluntarily agrees to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it;
(iv)    the Employee is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which the Employee is otherwise entitled;
(v)    the Employee was given at least twenty-one (21) days to consider the terms of this Agreement and consult with an attorney of the Employee's choice, although the Employee may sign it sooner if desired and changes to this Agreement, whether material or immaterial, do not restart the running of the 21- day period;
(vi)    the Employee understands that the Employee has seven (7) days after signing this Agreement to revoke the release in this paragraph by delivering notice of revocation to [NAME] at the Employer Group, [EMPLOYER ADDRESS] by overnight delivery before the end of this seven-day period; and
(vii)    the Employee understands that the release contained in this paragraph does not apply to rights and claims that may arise after the Employee signs this Agreement.
5.    Effective Date. This Agreement shall not become effective until the eighth (8th) day after the Employee signs, without revoking, this Agreement ("Effective Date"). No payments due to the Employee under this Agreement shall be made or begin before the Effective Date, and no payments are due to the Employee if he timely revokes this Agreement in accordance with Section 4(b)(vi).
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6.    Employee affirms and agrees that he remains bound by the Confidentiality, Non- Solicitation and Work Product Assignment Agreement, and Mutual Agreement to Arbitrate Claims that he executed on [DATE].
7.    Cooperation. The parties agree that certain matters in which the Employee has been involved during the Employee's employment may need the Employee's cooperation with the Employer in the future. Accordingly, for a period of two years after the Separation Date, to the extent reasonably requested by the Employer, the Employee shall cooperate with the Employer regarding matters arising out of or related to the Employee's service to the Employer, provided that the Employer shall make reasonable efforts to minimize disruption of the Employee's other activities. The Employer shall reimburse the Employee for reasonable expenses incurred in connection with this cooperation.
8.    Remedies. In the event of a breach or threatened breach by the Employee of any provision of this Agreement, Employee hereby consents and agrees that money damages would not afford an adequate remedy and that Employer shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not instead of, legal remedies, monetary damages, or other available relief.
If the Employee fails to comply with any of the terms of this Agreement or post- employment obligations contained in it, the Employer may, in addition to any other available remedies, terminate any benefits or payments that are later due under this Agreement, without waiving the releases provided in it.
The Parties mutually agree that this Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.
9.    Successors and Assigns.
(a)    Assignment by the Employer Group
The Employer Group may freely assign this Agreement at any time. This Agreement shall inure to the benefit of the Employer Group and its successors and assigns.
(b)    No Assignment by the Employee
The Employee may not assign this Agreement in whole or in part. Any purported assignment by the Employee shall be null and void from the initial date of the purported assignment.
10. Governing Law, Jurisdiction, and Venue. This Agreement and all matters arising out of or relating to this Agreement and the Employee's employment or termination of employment with Employer, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of Wisconsin (including its statutes of limitations) without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply.
13


11.    Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between Employer Group and Employee relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, regarding such subject matter; provided, however, that nothing in this Agreement modifies, supersedes, voids, or otherwise alters Employee's Confidentiality, Non-Solicitation and Work Product Assignment Agreement, and Mutual Agreement to Arbitrate Claims that he executed on [DATE] which shall remain in full force and effect.
12.    Modification and Waiver. No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by the Employee and by [POSITION NAME] of the Employer. No waiver by any Party of any breach by any other party of any condition or provision of this Agreement to be performed by any other Party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by any Party in exercising any right, power, or privilege under this Agreement operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
13.    Severability. If any provision of this Agreement is found by a court or arbitral authority of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, or enforceable only if modified, such finding shall not affect the validity of the remainder of this Agreement, which shall remain in full force and effect and continue to be binding on the Parties.
The Parties further agree that any such court or arbitral authority is expressly authorized to modify any such invalid, illegal, or unenforceable provision of this Agreement instead of severing the provision from this Agreement in its entirety, whether by rewriting, deleting, or adding to the offending provision, or by making such other modifications as it deems necessary to carry out the intent and agreement of the Parties as embodied in this Agreement to the maximum extent permitted by law. Any such modification shall become a part of and treated as though originally set forth in this Agreement. If such provision or provisions are not modified, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth in it. The Parties expressly agree that this Agreement as so modified by the court or arbitral authority shall be binding on and enforceable against each of them.
14.    Interpretation. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.
15. Counterparts. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart's signature page of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.
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16.    No Admission of Liability. Nothing in this Agreement shall be construed as an admission by the Employee or the Employer Group of any wrongdoing, liability, or noncompliance with any federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation.
17.    Notices. All notices under this Agreement must be given in writing by overnight mail or other overnight delivery service at the addresses indicated in this Agreement or any other address designated in writing by either Party.
Notice to Employer Group:
[EMPLOYER'S GENERAL COUNSEL OR DESIGNATED REPRESENTATIVE[, EMAIL,] AND COMPANY ADDRESS]
Notice to the Employee:
[EMPLOYEE'S ADDRESS[, EMAIL,] AND CONTACT INFORMATION]
18.    Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing, Employer Group makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall Employer Group be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.
19.    Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EMPLOYEE'S CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE
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FURTHER ACKNOWLEDGES THAT THE EMPLOYEE'S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE EMPLOYER GROUP FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.
[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.

Jacob Zabkowicz    Hudson Talent Solutions, LLC


                                                    
Signature of Executive                Name: Jeffrey Eberwein
                            Title: Manager

                        
Printed Name of Executive


17


Attachment C
Management Incentive Plan (“MIP”) for Hudson Talent Solutions, LLC

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EX-10.2 3 managementincentiveplanofh.htm EX-10.2 Document

Exhibit 10.2
HUDSON TALENT SOLUTIONS LLC
MANAGEMENT INCENTIVE PLAN
1.Establishment of Plan. Hudson Talent Solutions LLC, a Delaware limited liability company (“HTS”), hereby adopts and establishes an unfunded management incentive plan for certain eligible Persons, which shall be known as the Hudson Talent Solutions LLC Management Incentive Plan (the “Plan”) and shall take effect on November 13, 2025 (the “Effective Date”).
2.Purpose of Plan. The purpose of the Plan is to facilitate HTS’ ability to attract and retain highly qualified employees and other service providers and align the interests of those individuals with the financial success of HTS. The Plan is intended to function as a “bonus program” within the meaning of 29 C.F.R. 2510.3-2(c), exempt from all relevant provisions of Title I and Title II of the Employee Retirement Income Security Act of 1974, as amended.
3.Definitions.
(a)“Board” means the board of directors of the Company, as constituted from time to time.
(b)“Change of Control” means the consummation of the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, with any Independent Third Party or group of related or unrelated Independent Third Parties, pursuant to which such Independent Third Party or group of related or unrelated Independent Third Parties, directly or indirectly, (i) acquire (whether by merger, stock purchase, recapitalization, reorganization, redemption, issuance of capital stock or otherwise) a majority of the outstanding voting securities of HTS from the existing equity holders as of the date hereof, or (ii) acquire assets constituting all or substantially all (measured by value) of the assets of HTS and its subsidiaries on a consolidated basis. To the extent necessary to comply with Code Section 409A, a Change of Control must constitute a change in the ownership or effective control of HTS or a change in the ownership of a substantial portion of the assets of HTS within the meaning of 26 C.F.R. 1.409A-3(i)(5).
(c)“Code” means the Internal Revenue Code of 1986, as amended.
(d)“Committee” means the Compensation Committee of the Board.
(e)“Company” means Star Equity Holdings, Inc., a Delaware corporation (formerly known as Hudson Global, Inc.).
(f)“Competitive Activity” means the Participant’s participation or engagement in any activity in violation of any agreement between the Participant and HTS or the Company or any general HTS or Company policy prohibiting (i) doing business with any enterprise or business that competes with the business of HTS, the Company, or their respective affiliates; (ii) the solicitation of HTS’, the Company’s, or their respective affiliates’ employees, clients, customers, vendors, or suppliers; or (iii) the unauthorized disclosure of confidential information of HTS, the Company, or their respective affiliates.
(g)“Independent Third Party” means any Person who, immediately prior to a Change of Control, does not own twenty-five percent (25%) of HTS’ outstanding voting securities on a fully diluted basis, who is not an affiliate of such Person, and who is not the spouse or descendant (by birth or adoption) of any such Person.
4929-3563-2130.10


(h)“MIP Point” means a Participant’s fractional interest in the MIP Value. As of the Effective Date, there are a maximum of 100 MIP Points available for award under the Plan. Any MIP Points that, for any reason, expire, are cancelled, are forfeited, or are otherwise terminated without settlement as to such MIP Points may again be subject to grant under the Plan.
(i)“MIP Transaction Value Threshold” means the amount by which the aggregate Transaction Value is reduced for purposes of calculating the MIP Value. The MIP Transaction Value Threshold shall be determined by multiplying the percentage of the stock or assets of HTS that are acquired in connection with a Change of Control by $100,000,000. For example, if a Change of Control results in the sale of sixty percent (60%) of the voting stock of HTS, the MIP Transaction Value Threshold would be $60,000,000.
(j)“MIP Value” means ten percent (10%) of the aggregate Transaction Value, as reduced by the MIP Transaction Value Threshold. For example, based on Transaction Value of $250,000,000 upon the sale of one hundred percent (100%) of the assets of HTS, the MIP Value would equal $15,000,000.
(k)“MIP Value Per Point” means the MIP Value divided by the total number of vested and outstanding MIP Points.
(l)“Participant” means, unless determined otherwise by the Committee in its sole discretion, an employee, director, independent contractor, agent of HTS, or other Person that is selected by the Committee to participate in the Plan.
(m)“Person” means a natural person, individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, association, joint venture, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, any business or legal entity, and any spouse, heir, legatee, executor, administrator, predecessor, successor, representative or assign of any of the foregoing.
(n)“Qualifying Termination” means the termination of a Participant’s Service after December 31, 2029, provided the Participant has completed at least three (3) years of Service prior to his or her termination of Service and thereafter refrains from engaging in Competitive Activity.
(o)“Service” means a Participant’s employment or other service with HTS and its affiliates, in any capacity. A Participant’s Service is deemed to have terminated in accordance with HTS’ policies on termination as may be in effect from time to time. The Committee, in its sole discretion, shall determine whether a Participant’s Service has terminated and the effective date of, and reason for, such termination.
(p)“Transaction Value” means the valuation of one hundred percent (100%) of HTS, on a debt free and cash free basis, in connection with a Change of Control, provided that the Transaction Value in the event of a Change of Control will be reduced to reflect that portion of HTS that is disposed of by the Company in connection with such transaction.
2
4929-3563-2130.10


4.Eligibility; Participation.
(a)The Committee shall approve the Participants in the Plan and determine the number of MIP Points to which such Participant will be entitled, subject to input from HTS and Company management.
(b)Upon being selected for participation in the Plan, HTS shall communicate with the Participant to inform him or her of selection as a Participant and the number of MIP Points that have been awarded to the Participant.
(c)Each award of MIP Points to a Participant shall remain subject to this Plan and such other terms and conditions as determined by the Committee.
(d)Any amount to be paid to a Participant hereunder for any reason shall be conditioned upon the Participant signing a release in such form as the Committee shall from time to time approve, and such release becoming effective without any revocation by the Participant.
5.Vesting. A Participant shall not have a vested right with respect to any MIP Points that may be awarded under the Plan unless the Participant remains in continuous Service through the effective date of a Change of Control. Notwithstanding the prior sentence, if a Participant’s Service is terminated by the Company or HTS without cause (as such term is defined under an employment agreement, offer letter, or other terms of employment covering the Participant), the Participant shall retain the right to share in the MIP Value, if any, represented by his or her MIP Points if a Change of Control is consummated within nine (9) months following the effective date of the Participant’s termination of Service. For the avoidance of doubt, if a Participant’s Service is terminated other than in accordance with the prior sentence or on account of a Qualifying Termination, including on account of the Participant’s death, prior to earing a vested right to his or her MIP Points, such Participant’s MIP Points shall be forfeited and shall thereafter be available for future awards under the Plan.
6.Payment of MIP Value.
(a)Upon a Change of Control, the payment to which a Participant is entitled under the Plan, if any, shall be determined by multiplying the MIP Value Per Point by the number of vested MIP Points held by the Participant. Distributions shall be made in one lump sum cash payment as soon as administratively practical following the receipt of consideration on account of the Change of Control by the existing equity holders of HTS. Notwithstanding the last sentence, all payments under this Section 6(a) shall be intended to comply with the requirements of Treas. Reg. 1.409A-3(i)(5)(iv)(A) by being paid to the Participant on the same schedule and under the same terms and conditions as apply to payments generally applicable to the equity holders of HTS. In no event, however, shall a Participant be entitled to any portion of the MIP Value relating to consideration received by such equity holders more than sixty (60) months following the effective date of the Change of Control. In the event Change of Control consideration is paid in the form of cash, MIP Value shall be payable from applicable closing consideration as a transaction-related expense. In the event Change of Control consideration is paid in a form other than cash, MIP Value shall remain a liability and shall be payable from net working capital or in such other manner as may be determined by the Committee in accordance with the applicable purchase agreement.
3
4929-3563-2130.10


(b)If a Participant has a Qualifying Termination prior to a Change of Control, HTS shall pay the Participant an amount, if any, equal to the MIP Value Per Point multiplied by the number of vested MIP Points held by the Participant on the effective date of his or her Qualifying Termination. Distributions shall be made in three (3) equal annual installments on each of the first three anniversaries of the Qualifying Termination (or next following business day of HTS). Such installments may be made in the form of cash or shares of the Company’s common or preferred stock, as determined by the Committee in its sole discretion. For purposes of this Section 6(b), the MIP Value shall be determined by the Committee as of the effective date of the Qualifying Termination in good faith taking into account all relevant facts and circumstances then known to the Committee as if a Change of Control had occurred.
7.Plan Administration.
(a)Administration by Committee. The Plan shall be administered by the Committee, which shall have the authority to:
(i)construe and interpret the Plan and apply its provisions;
(ii)promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;
(iii)authorize any Person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;
(iv)select, subject to the limitations set forth in the Plan, those Persons who shall be Participants;
(v)make all determinations regarding the eligibility, amount, form, and payment of any Plan benefits;
(vi)interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Plan and any instrument or agreement relating to the Plan; and
(vii)exercise discretion to make any and all other determinations that it determines to be necessary or advisable for the administration of the Plan.
(b)Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants.
(c)Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on HTS and the Participants and Beneficiaries.
(d)Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from their own willful malfeasance, gross negligence, or reckless disregard of their duties. So long as the members of the Committee comply with the preceding sentence, the Committee and its constituent members shall be defended, indemnified, and held harmless from and against any claims brought by Participants and Beneficiaries.
8.Amendment and Termination. The Board may, at any time, and in its discretion, alter, amend, modify, suspend, or terminate the Plan or any portion thereof; provided, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code and related regulations (where applicable) have been met.
4
4929-3563-2130.10


9.Compliance with Recoupment and Other Policies or Agreements.
(a)Notwithstanding anything in the Plan or any agreement thereunder to the contrary, the Committee may, at any time, consistent with, but without limiting, the authority granted herein, in its discretion provide that an award or benefits related to an award shall be forfeited and/or recouped (that is, returned to) HTS if the Participant, during Service or following termination of Service for any reason, engages in conduct that is determined by the Committee to be detrimental to the business or reputation of HTS, the Company, or any of their respective affiliates. In addition, without limiting the effect of the foregoing, as a condition to the grant of MIP Points or receipt or retention of cash or any other benefit under the Plan, the Committee may, at any time, require that a Participant agree to abide by any compensation recovery policy and/or other policies adopted by HTS, the Company, or any of their respective affiliates, each as in effect from time to time and to the extent applicable to the Participant. Further, each Participant shall be subject to such compensation recovery, recoupment, forfeiture, or other similar provisions as may apply under applicable law.
(b)Without in any way limiting the Committee’s authority under Section 9(a) or any other provision in the Plan or in any agreement thereunder, in the event the Committee, in its sole and absolute discretion, determines that the Participant has engaged in Competitive Activity at any time during his or her Service or within one (1) year following termination of Service, (i) any payments to which the Participant is otherwise entitled shall immediately cease and the Participant shall have no right to receive any further payments under the Plan; and (ii) the Participant shall immediately return to HTS, and HTS shall without any further action have the right to recover, any amounts that have been paid to the Participant pursuant to the Plan. This Section 9(b) shall not apply to Competitive Activity if the Participant’s Service is terminated following a Change of Control for reasons that do not constitute “cause” or on account of “good reason” (as such terms are defined in an applicable employment or other agreement between the Participant and HTS or the Company).
10.Miscellaneous.
(a)No Employment or Other Service Rights. Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Person any right to continue to serve HTS, the Company, or any of their respective affiliates or interfere in any way with the right of HTS, the Company, or any of their respective affiliates to terminate such Participant’s Service at any time with or without notice and with or without cause.
(b)Other Benefits. Amounts paid under the Plan shall not be considered part of a Participant’s salary or compensation for purposes of determining or calculating other benefits under any other employee benefit plan, policy, or program of HTS or the Company.
(c)Tax Withholding. HTS, the Company, and their respective affiliates, shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes or other amounts lawfully required to be withheld.
(d)Governing Law; Forum Selection. The Plan shall be administered, construed and governed in all respects under and by the laws of the state of Connecticut, without reference to the principles of conflicts of law; and any action or claim arising under or in any way related to the Plan, or pertaining to an individual’s interest in or rights under the Plan, shall only be instituted and prosecuted in the courts of Fairfield County, Connecticut.
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4929-3563-2130.10


(e)Code Section 409A. HTS intends that the Plan comply with the requirements of Code Section 409A and related regulations or otherwise satisfy and exemption therefrom. If the Plan or any provision thereof shall be held to be subject to Code Section 409A, the Plan or such provision shall be operated and interpreted consistently with that intent. Notwithstanding the foregoing, HTS makes no representation that the Plan complies with Code Section 409A and all related regulations and shall have no liability to any Participant for any failure to comply with Code Section 409A. Each Participant is fully responsible for any and all taxes or other amounts imposed by Code Section 409A.
(f)Unfunded Benefit. All amounts provided under the Plan shall be paid from the general assets of HTS and no separate fund shall be established to provide for or otherwise secure the right to any payment hereunder. To the extent that any person acquires the right to receive payment under the Plan, such right shall be no greater than the right of an unsecured general creditor of HTS.
(g)No Assignment. Neither a Participant nor any other Person shall have any right to sell, assign, transfer, pledge, anticipate, or otherwise encumber, transfer, hypothecate, or convey any interest in the Plan or any amount that becomes or may become payable hereunder, other than in accordance with the designation of a Beneficiary pursuant to the Plan.
(h)Severability. If any provision of the Plan is held to be invalid, illegal, or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.
(i)No Equity Holder Rights. A Participant shall not have any voting or other equity holder rights by reason of a grant of MIP Points or the receipt of benefits under the Plan.
(j)Headings. Headings are for convenience only and are not to be considered in the construction of the provisions hereof.
IN WITNESS WHEREOF, this Hudson Talent Solutions LLC Management Incentive Plan is executed on behalf of HTS as of the thirteenth day of November, 2025.


HUDSON TALENT SOLUTIONS LLC

By: _/s/ Jeffrey E. Eberwein________________

Title: Manager___________________________
6
4929-3563-2130.10
EX-31.1 4 strr-20250930exx311.htm EX-31.1 Document

Exhibit 31.1
 
CERTIFICATIONS
 
I, Jeffrey E. Eberwein, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Star Equity Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Dated: November 14, 2025 /s/ JEFFREY E. EBERWEIN
  Jeffrey E. Eberwein
  Chief Executive Officer
 


EX-31.2 5 strr-20250930exx312.htm EX-31.2 Document

Exhibit 31.2
 
CERTIFICATIONS
 
I, Matthew K. Diamond, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Star Equity Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Dated: November 14, 2025 /s/ MATTHEW K. DIAMOND
  Matthew K. Diamond
  Chief Accounting Officer
 


EX-32.1 6 strr-20250930exx321.htm EX-32.1 Document

Exhibit 32.1
 
Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Chief Executive Officer of Star Equity Holdings, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ JEFFREY E. EBERWEIN  
Jeffrey E. Eberwein  
November 14, 2025  


EX-32.2 7 strr-20250930exx322.htm EX-32.2 Document

Exhibit 32.2
 
Written Statement of the Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Principal Financial Officer of Star Equity Holdings, Inc. (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ MATTHEW K. DIAMOND  
Matthew K. Diamond  
November 14, 2025