STRR 10-K & 10-Q changes, risk factors and insider trading
Star Equity Holdings, Inc. (also STRRP) · Nasdaq · Services-Help Supply Services · CIK 1210708 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Our Business and Industry”
New heading “Our business is sensitive to global economic conditions and fluctuations, including inflation, interest rates, and geopolitical uncertainty, which may reduce demand for our services and adversely affect our costs, profitability, and liquidity.”
New heading “Our operating results may be adversely affected by changes in the cost and availability of commodities, materials, and equipment, including as a result of trade tariffs, supply‑chain disruptions, and market conditions, which could increase costs and reduce demand for our products and services.”
New heading “Our Business Services revenue can vary because our clients often run bid processes for RPO functions and can terminate their relationship with us at any time with limited or no penalty.”
New heading “We are subject to particular risks associated with real estate ownership, which could result in unanticipated losses or expenses.”
New heading “Our profitability and growth may depend on the success of our operating businesses which include Buildings Solutions and construction related products, global Business Services, and drilling products and other Energy Services, which businesses are subject to a variety of business risks and uncertainties.”
New heading “We may make financial investments in other businesses that may lose value.”
New heading “Our long-term results depend upon our ability to improve existing products and services and develop, introduce, and market new products and services successfully.”
New heading “Our business is highly dependent on a limited number of significant customers and distribution relationships, and the loss, reduction, or non‑renewal of these relationships, could materially adversely affect our revenues, financial condition, and results of operations.”
New heading “Due to the nature of our businesses, many of our expenses are fixed costs and if there are decreases in demand for products, it may adversely affect operating results.”
New heading “The impact of the Russian invasion of Ukraine, and the US-Iran war, on the global economy, energy supplies and raw materials is uncertain, but may prove to negatively impact our business and operations.”
New heading “Risks Related to Indebtedness”
New heading “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.”
New heading “Any indebtedness incurred by the Company could restrict our operations and make us more vulnerable to adverse economic conditions.”
New heading “Other Risks Related to Our Business”
New heading “Due to the nature of the work we perform, we may be subject to significant liability claims and disputes.”
New heading “Our goodwill and other long-lived assets are subject to potential impairment that could negatively impact our earnings.”
New heading “Risks Related to our Common Stock and Preferred Stock”
New heading “The market price of our common and preferred stock may be volatile, and the value of your investment could decline significantly.”
New heading “Our common stock has a low trading volume and shares available under our equity compensation plans could affect the trading price of our common stock.”
New heading “If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, the price and trading volume of our securities could decline.”
New heading “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.”
New heading “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.”
New heading “We have a history of annual net losses attributable to common stockholders which may continue and which may negatively impact our ability to achieve our growth initiatives.”
New heading “Regulatory and Compliance Risks”
New heading “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.”
New heading “Our future earnings could be reduced as a result of the imposition of licensing or tax requirements or new regulations that prohibit, or restrict certain types of services we offer in the U.S. and foreign countries.”
New heading “Provisions in our organizational documents and Delaware law will make it more difficult for someone to remove current management and to acquire control of us.”
New heading “The protective amendment contained in our Restated Certificate of Incorporation, which is intended to help preserve the value of certain income tax assets, primarily tax net operating loss carryforwards, may have unintended negative effects.”
New heading “Our stockholder rights plan, or “poison pill,” includes terms and conditions which could discourage a takeover or other transaction that stockholders may consider favorable.”
New heading “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.”
New heading “Data security and integrity are important to our businesses, and cybersecurity incidents, including but not limited to breaches, unauthorized access, or disclosure of confidential information, could result in a material loss of business, regulatory enforcement, substantial legal liability, and significant harm to our reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Our operations will be affected by global economic fluctuations.”
Removed heading “We may face risks related to potential or current acquisitions or dispositions of businesses.”
Removed heading “Our profitability and growth depend on the success of our global RPO business, which is subject to a variety of business risks and uncertainties.”
Removed heading “Our revenue can vary because our clients often run bid processes for RPO functions and can terminate their relationship with us at any time with limited or no penalty.”
Removed heading “There may be volatility in our stock price.”
Removed heading “Our future earnings could be reduced as a result of the imposition of licensing or tax requirements or new regulations that prohibit, or restrict certain types of employment services we offer in the U.S. and foreign countries.”
Removed heading “Provisions in our organizational documents and Delaware law will make it more difficult for someone to acquire control of us.”
Removed heading “Data security and integrity are critically important to the businesses we own and manage, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation, which could have a material adverse effect on our business, financial condition and results of operations.”
Largest changes
“Data security and integrity are critically important to the businesses we own and manage, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation, which could have a material adverse effect on our business, financial condition and results of operations.”see in full comparison
“Geopolitical events, including political divisions, the war in Ukraine, the war in Iran, other conflicts in the Middle East, U.S./China trade tensions, and the use or threatened use of tariffs, have contributed to economic, market, political, and regulatory uncertainty in certain of our markets. Global concerns such as pandemics, wars, or other sources of instability may also result in social, economic, and labor disruption, negatively impacting customer demand, supply chains, labor markets, and financial markets.”see in full comparison
“The short and long-term implications of Russia’s invasion of Ukraine, and the war between the US and Iran are difficult to predict at this time. We continue to monitor any adverse impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia by the U.S. and several European and Asian countries; along with the war in Iran, may have on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers. …”see in full comparison
“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. …”see in full comparison
“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, 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. …”see in full comparison
“Our business is sensitive to global economic conditions and fluctuations, including inflation, interest rates, and geopolitical uncertainty, which may reduce demand for our services and adversely affect our costs, profitability, and liquidity.”see in full comparison
Full comparison: every changed paragraph (176)
Risks Related to Our Business and Industry
Our business is sensitive to global economic conditions and fluctuations, including inflation, interest rates, and geopolitical uncertainty, which may reduce demand for our services and adversely affect our costs, profitability, and liquidity.
Our operations and results of operations are affected by global economic conditions in the markets in which we operate. Clients’ demand for our Building Solutions, Business Services, and Energy Services may fluctuate widely in response to changes in economic conditions, including slower employment growth, reductions in hiring, reduced labor demand, reduced demand for construction products and materials, reduced demand for oil producing equipment, and overall economic uncertainty. In particular, demand for our RPO and contracting services is closely tied to labor market conditions and workforce expansion by our clients. Periods of slower employment growth, hiring freezes, or workforce reductions may directly reduce demand for these services.
Geopolitical events, including political divisions, the war in Ukraine, the war in Iran, other conflicts in the Middle East, U.S./China trade tensions, and the use or threatened use of tariffs, have contributed to economic, market, political, and regulatory uncertainty in certain of our markets. Global concerns such as pandemics, wars, or other sources of instability may also result in social, economic, and labor disruption, negatively impacting customer demand, supply chains, labor markets, and financial markets.
In recent periods, global economic conditions have included elevated inflation, rising or sustained high interest rates, currency volatility, and increased economic uncertainty. Inflationary pressures have increased our costs for labor, raw materials, transportation, and other inputs, and have also contributed to wage inflation and increased operating costs across our business. In an inflationary environment, we may be unable to increase prices at a rate sufficient to offset these higher costs, which could adversely affect our margins, profitability, and cash flows. Higher interest rates may also increase our borrowing costs, reduce client spending, and limit access to capital markets, which could further reduce demand for our products and services.
Because certain of our operating costs are fixed or semi-fixed in the short term, adverse economic conditions may have a disproportionate impact on our financial condition and results of operations. We cannot predict the timing, duration, or severity of adverse economic conditions, and any sustained deterioration in global economic conditions or labor markets could materially adversely affect our business, financial condition, results of operations, and cash flows.
Our operating results may be adversely affected by changes in the cost and availability of commodities, materials, and equipment, including as a result of trade tariffs, supply‑chain disruptions, and market conditions, which could increase costs and reduce demand for our products and services.
Our operating results, particularly within our Building Solutions and Energy Services segments, depend on the cost and availability of raw materials, commodities, and equipment used in the manufacture, sale, or leasing of our products. Many of the commodities and materials we use are imported or exported, and their prices and availability may fluctuate significantly due to changes in global supply and demand, transportation costs, energy prices, and conditions in the financial and housing markets.
Trade policies, including the use or threatened use of tariffs, import duties, quotas, or other trade restrictions, may disrupt global trade and supply chains. To the extent the commodities and materials we use become subject to tariffs or similar measures, our procurement costs could increase and market availability could be constrained. We may be unable to recover such increased costs from customers without adversely affecting demand, which could materially adversely affect our margins, results of operations, financial condition, and cash flows. In addition, disruptions in global trade may negatively impact our customers, which could reduce demand for our products and services.
Certain of our operating companies rely heavily on specific materials, including dimensional lumber and wood sheet products such as plywood and oriented strand board, the prices of which are subject to significant market volatility. Limited availability of raw materials or manufactured products that we lease or sell, whether due to supply‑chain disruptions, market conditions, or regulatory factors, may require us to seek alternative suppliers at higher costs or may constrain our production and delivery capabilities.
If we are unable to pass increased material, commodity, transportation, or equipment costs through to customers, or if reduced availability of materials limits our ability to meet customer demand, our revenues, earnings, and cash flows could be adversely affected. These risks may be exacerbated during periods of economic uncertainty or volatility in global trade and commodity markets.
Our operations depend on our ability to protect our facilities, inventory, materials, machinery, transportation, computer and telecommunication equipment, and software systems against damage or interruption from fire, power loss, cyber-attacks, sabotage, telecommunications interruption, weather conditions, natural disasters, and other similar events. Additionally, severe weather can cause our employees or contractors to miss work and interrupt delivery of our service and products, potentially resulting in a loss of revenue. While interruptions of these types that have occurred in the past have not caused material disruption, it is not possible to predict the type, severity, or frequency of interruptions in the future or their impact on our business.
Our Business Services revenue can vary because our clients often run bid processes for RPO functions and can terminate their relationship with us at any time with limited or no penalty.
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.
Our operations will be affected by global economic fluctuations.
Clients’ demand for our services may fluctuate widely with changes in economic conditions in the markets in which we operate. Those conditions include slower employment growth or reductions in employment, which directly impact our service offerings. Geopolitical events such as the war in Ukraine, conflicts in the Middle East and the U.S./China trade tensions, have caused significant economic, market, political, and regulatory uncertainty in some of the Company’s markets. In addition, the use or threatened use of tariffs by the Trump administration may cause disruptions in global trade, which could negatively impact clients that we serve and reduce demand for our services. We have limited flexibility to combat these uncertainties and reduce expenses during economic downturns due to some overhead costs that are fixed in the short-term. As a result, we may face increased pricing pressures during these periods.
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 second half of 2024, the market conditions were more challenging than anticipated due to persistent inflation and elevated interest rates, and decreased demand for labor in certain markets. In addition, in connection with the challenging business environment, some of our customers have reduced demand, and certain other customers have eliminated our services on a temporary or permanent basis. While we believe that market conditions will continue to be challenging in 2025, we cannot predict market conditions with any certainty.
The pricing pressures and global economic fluctuations are not limited to the periods of geopolitical events. Higher than expected inflation in most markets and elevated interest rates, have led to significant market disruption, including further wage inflation, increased operating costs, staffing challenges, reduced consumer confidence, and limited capital market accessibility that impact our business. The inflationary environment and related interest rate impacts continue to have a significant adverse impact on the economy and market conditions. These factors may impact labor markets and the demand for workforce, available borrowing capacity, cash flow protection, and more. As a result, our business, financial condition, and results of operations may be negatively affected.
We may face risks related to potential or current acquisitions or dispositions of businesses.
As part of our growth strategy, we may pursue acquisition opportunities that we believe can complement or expand our current business activities or sell other businesses. Acquisition and disposition activity exposes us to a number of risks. There could be unforeseen liabilities or asset impairments that arise in connection with the businesses that we may sell or the businesses that we may acquire in the future. With respect to businesses that we may sell, we would also no longer be able to rely on any cash flow they generated, and there is no assurance that when or if we reinvested any proceeds from a sale it would be in an acquisition that generates the anticipated benefits. We also may not realize all of the anticipated benefits of acquisitions, or potential future strategic transactions, which could adversely affect our business, financial condition and results of operations. Our ability to achieve certain benefits from acquisitions of businesses will depend in large part upon our ability to successfully integrate such businesses in an efficient and effective manner. We may not be able to integrate any such businesses smoothly or successfully, and the process may take longer than expected. We can provide no assurances that we will enter into any agreements in connection with potential acquisitions or dispositions or as to the timing of any potential strategic transactions. The strategic transaction process may disrupt our business including diverting management’s attention from ongoing business concerns.
Our profitability and growth depend on the success of our global RPO business, which is subject to a variety of business risks and uncertainties.
We are focused on our global RPO business. Any evaluation of our RPO business and our prospects must be considered in light of the risks and uncertainties stated above, as well as the following:
•the ability to maintain our relationships with our existing clients;
•the ability to attract new clients; and
•the ability to maintain or generate the amount of cash required to operate the RPO business.
If we are unable to address these risks, our business, results of operations, and prospects could suffer.
Our revenuesquarterly and annual financial results and revenue are difficult to predict and are likely to fluctuate from quarterperiod to quarterperiod; no single quarter is predictive of future periods’ results.
We have historically experienced seasonality in all of our businesses and downturns based on the changing U.S. economy.
OurThe revenues from our Business Services segment fluctuate quarter to quarter primarily due to the vacation periods during the first quarter in the Asia Pacific region and the third quarter in the Americas and EMEA regions. Demand for our services is typically lower during traditional vacation periods when clients and candidates are on vacation.
The revenues from our Building Solutions segment fluctuate quarter to quarter primarily due to weather conditions which in the 4th and 1st quarter may effect demand but also our ability to promptly and efficiently transport products.
The revenues from our Energy Services segment may fluctuate primarily due to sensitivity in the drilling industry where changes in economic conditions, especially those that effect oil prices, and the availability of financing may affect the demand for our products.
Adverse changes in any of these conditions could decrease demand and pricing for new projects in the areas in which we operate or result in customer cancellations of pending contracts, and decrease demand for future contracts, which could result in a decrease in our revenues in particular periods.
We cannot predict with certainty the overall trajectory of the industries we work in or the duration of trends due to changes in conditions that are beyond our control. These conditions include, but are not limited to rising interest rates; economic recession or downturn; changes in demographics and population migration that impair the demand for new housing; changes in oil prices that effect demand for drilling equipment and transportation costs across all our businesses; labor issues such as shortages and rising costs of labor; and; tax law changes.
Our businessgrowth isstrategy highlyincludes dependent upon our largest customers,acquisitions and dispositions, but we may not realize the lossanticipated benefits of anythese oftransactions, those customers, or any material reduction in our business with those customers,which could materially and adversely affect our business, financial conditioncondition, and results of operations.
As part of our growth strategy, we may pursue acquisitions of businesses that we believe can complement or expand our current operations, and we may also sell businesses from time to time. Acquisition and disposition activities involve numerous risks and uncertainties. We may incur unforeseen liabilities, costs, or asset impairments in connection with acquired or divested businesses, and with respect to any businesses we sell, we would no longer benefit from the cash flows they generated. There can be no assurance that proceeds from dispositions, if any, will be reinvested in a manner that generates anticipated returns.
Acquisitions involve significant complexities, including risks associated with the acquired businesses’ past operations, loss of customers, unanticipated regulatory or compliance requirements, integration of personnel, human resource programs, information systems and ERP platforms, internal controls, and the potential impact of compliance with the Sarbanes‑Oxley Act of 2002. We may also experience general underperformance of acquired businesses relative to expectations, as well as unanticipated expenses or liabilities.
The benefits we expect to achieve from acquisitions depend largely on our ability to successfully integrate acquired businesses in an efficient and timely manner and to realize anticipated synergies. We may not be able to integrate acquired businesses smoothly or successfully, integration efforts may take longer or cost more than expected, and anticipated synergies or other benefits may be delayed, reduced, or not realized at all. Failure to achieve expected benefits could result in diminished operating performance and could require us to record impairment charges related to goodwill or other acquired assets.
In addition, the process of evaluating, negotiating, and integrating acquisitions or executing dispositions may divert management’s attention from our existing operations and disrupt our business. We cannot provide assurance that we will identify suitable acquisition or disposition opportunities, successfully complete any transactions, or realize the expected benefits of any strategic transactions. Any of these risks could materially adversely affect our business, financial condition, and results of operations.
Our profitability and growth may depend on the success of our operating businesses which include Buildings Solutions and construction related products, global Business Services, and drilling products and other Energy Services, which businesses are subject to a variety of business risks and uncertainties.
Any evaluation of our operating businesses and our prospects must be considered in light of the risks and uncertainties stated above, as well as the following: the ability to maintain our relationships with our existing clients; the ability to attract new clients; and the ability to maintain or generate the amount of cash required to operate the operating businesses. If we are unable to address these risks, our business, results of operations, and prospects could suffer.
We may make financial investments in other businesses that may lose value.
As we look for the best ways to deploy our capital and maximize our returns for our businesses and stockholders, we may make financial investments in other businesses or processes for purposes of enhancing our supply chain, creating financial returns, strategic developments, or other purposes. These investments may be speculative in nature, and there is no guarantee that we will experience a financial return and we may lose our entire principal balance if not successful.
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 business is highly dependent on a limited number of significant customers and distribution relationships, and the loss, reduction, or non‑renewal of these relationships, could materially adversely affect our revenues, financial condition, and results of operations.
A significant portion of our revenue is derived from a limited number of customers. In addition, a limited number of customers have represented a significant portion of our accounts receivable. Our business depends on the continuation of these customer relationships, as well as our ability to replace or expand revenues through new customer development. The loss of any significant customer, a material reduction in business from such customers, or a deterioration in the financial condition of these customers could materially adversely affect our revenues, financial condition, and results of operations.
Our customer relationships generally do not provide long‑term volume commitments. In our Business Services segment, clients’ demand for our services is significantly influenced by their hiring needs and their views of future business prospects. Clients may terminate, reduce, or postpone engagements on short notice and often with limited or no penalty. In addition, many of our larger Business Services clients regularly conduct competitive bid processes for staffing and related services, requiring us to compete for renewals and new engagements even where existing relationships remain strong. If we are unable to successfully compete in these bid processes or meet evolving client requirements, our revenues and results of operations could be materially adversely affected.
Our Building Solutions and Energy Services segments are similarly dependent on customer demand for products, equipment, and machinery, which may fluctuate based on market conditions. In addition, certain of our operating companies rely on independent dealers and contractors to distribute and sell products. These dealers and contractors may also sell competing products, may terminate their relationships with us on short notice, or may experience financial or operational difficulties due to industry, economic, demographic, or seasonal factors. If we are unable to maintain existing dealer and contractor relationships or establish relationships with new, financially stable partners, demand for our products could decline.
If we are unable to replace lost or reduced business from existing customers, successfully compete for renewals and new engagements, or maintain effective distribution relationships, our revenues, cash flows, and results of operations could be materially adversely affected, and the market price of our common stock could decline.
For each of the years ended December 31, 2024 and 2023, over 85% of the Company’s revenue was generated by its top 25 clients. Three clients accounted for an aggregate of 46% of revenue in 2024, and two clients accounted for an aggregate of 50% of revenue in 2023. One client accounted for 20% or greater of accounts receivable as of December 31, 2024 and 2023. Our business is dependent upon the continuation of these business relationships as well as new client development. The loss of these customers or any material reduction in the amount of business we conduct with these customers, or any material adverse change in the financial condition of such customers, could materially and adversely affect our financial condition and results of operations. If we are unable to replace such revenue from existing or new customers, it could have a material adverse effect on our business, financial condition, and results of operations, and the market price of our common stock could decline significantly.
Our revenue can vary because our clients often run bid processes for RPO functions and can terminate their relationship with us at any time with limited or no penalty.
The markets for our services are highly competitive. Our markets are characterized by pressures to provide high levels of service, incorporate new capabilities and technologies, accelerate job completion schedules, and reduce prices. Furthermore, we face competition from a number of sources. These sources includeinclude, with respect to our segments, as follows: (i) For our Business Services segment, other executive search firms and professional search, staffing, and consulting firms.firms; (ii) For our Buildings Solutions segment, other modular builders, stick builders, and lumber and material suppliers; and (iii) For our Energy Services segment, other drilling and machinery providers. Several of our competitors have greater financial and marketing resources than we do. Due to competition, we may experience reduced margins on our services, loss of market share and loss of customers. If we are not able to compete effectively with current or future competitors as a result of these and other factors, our business, financial condition, and results of operations could be materially adversely affected.
WeOther than our AI services, within our Building Solutions, Business Services, and Energy Services segments we have little to no significant proprietary technology that would preclude or inhibit competitors from entering the recruitmentmarkets outsourcingin market.which we engage. We cannot provide assurance that existing or future competitors will not develop or offer services that provide significant performance, price, creative, or other advantages over our services. In addition, we believe that, with continuing development of information technology, the industries in which we compete may attract new competitors. Specifically, the increased use of web-based and mobile technology may attract technology-oriented companies to the recruitment industry. We cannot provide assurance that we will be able to continue to compete effectively against existing or future competitors. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.
Due to the nature of our businesses, 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 expenses, particularly those relating to properties, capital equipment, and certain manufacturing overhead items, and labor costs are fixed in the short term. Within the Building Solutions and Energy Solutions segments Reduced demand for products and services causes fixed production costs to be allocated across reduced production volumes, which may adversely affect gross margins and profitability.
The impact of the Russian invasion of Ukraine, and the US-Iran war, on the global economy, energy supplies and raw materials is uncertain, but may prove to negatively impact our business and operations.
The short and long-term implications of Russia’s invasion of Ukraine, and the war between the US and Iran are difficult to predict at this time. We continue to monitor any adverse impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia by the U.S. and several European and Asian countries; along with the war in Iran, may have on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers. Such risks include, but are not limited to, adverse effects on macro-economic conditions, including inflation; disruptions to our global technology infrastructure, including through cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies and relations; our ability to maintain or increase our product prices; disruptions in global supply chains; our exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets, any of which could negatively affect our business and financial condition.
Risks Related to Indebtedness
Management's Discussion & Analysis (MD&A)
New heading “Amendment to Certificate of Incorporation”
New heading “Summary of Financial Performance Highlights For the Year Ended December 31, 2025”
New heading “Gross Profit - Building Solutions”
New heading “SG&A and Non-Op other income (expense) - Building Solutions”
New heading “Revenue - Business Services”
New heading “Gross Profit - Business Services”
New heading “SG&A and Non-Op other income (expense) - Business Services”
New heading “Operating Income and EBITDA - Business Services”
New heading “Revenue - Energy Services”
New heading “Gross Profit - Energy Services”
New heading “SG&A and Non-Op other income (expense) - Energy Services”
New heading “Operating Income and EBITDA - Energy Services”
New heading “Revenue-Investments”
New heading “Gross Profit - Investments”
New heading “SG&A and Non-Op other income (expense) - Investments”
New heading “Operating (Loss) Income and EBITDA - Investments”
New heading “Additional Results of Operations”
New heading “Corporate expenses”
New heading “Net (Loss) Income Attributable to Common Shareholders”
New heading “Building Solutions and Energy Services”
Removed heading “Constant Currency (Non-GAAP Financial Measure)”
Removed heading “Financial Performance”
Removed heading “Americas (reported currency)”
Removed heading “Adjusted net revenue - Americas”
Removed heading “SG&A and Non-Op - Americas”
Removed heading “Operating Loss and EBITDA (Loss) - Americas”
Removed heading “Asia Pacific (constant currency)”
Removed heading “Revenue - Asia Pacific”
Removed heading “Adjusted net revenue - Asia Pacific”
Removed heading “SG&A and Non-Op - Asia Pacific”
Removed heading “Operating Income and EBITDA - Asia Pacific”
Removed heading “EMEA (constant currency)”
Removed heading “Adjusted net revenue - EMEA”
Removed heading “SG&A and Non-Op - EMEA”
Removed heading “The following are discussed in reported currency”
Removed heading “Corporate expenses, net of corporate management expenses”
Removed heading “Net (Loss) Income”
Largest changes
This Form 10-K 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-K, 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) changes in the cost and availability of commodities, materials, and equipment, (3) risks related to providing uninterrupted service to clients, (4) the ability of clients to terminate their relationship with the Company at any time, (5) risks associated with real estate ownership, (6) the Company’s ability to successfully achieve its strategic initiatives, (see in full comparison37) risks related to fluctuations in the Company’s operating results from quarter to quarter, (8) risks related to potential acquisitions or dispositions of businesses by the Company, (49) our profitability and growth being tied to theCompany’ssuccess of our operating businesses, (10) risks associated with our financial investments in other businesses, (11) our ability tooperateimprovesuccessfullyexistingas a company focused on its RPO business, (5) risks related to fluctuations in the Company’s operating results from quarter to quarter due to various factors such as rising inflationary pressuresproducts andinterestservicesrates,and develop, introduce, and market new products and services successfully, (612) the loss of or material reduction in our business with any of the Company’s largest customers, (7) the ability of clients to terminate their relationship with the Company at any time, (813) competition in the Company’s markets, (914) risks related to potential decreases in demand for products, (15) our ability to maintain costs at an acceptable level, (16) the negative cash flows and operating losses that may recur in the future, (10) risks relating to how future credit facilities may affect or restrict our operating flexibility, (11) risks associated with the Company’s investment strategy, (1217) 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, (1318) risks relating to how future credit facilities may affect or restrict our operating flexibility, (19) our ability to generate or borrow sufficient cash to make payments on our indebtedness, (20) risks related to indebtedness, (21) risks associated with the Company’s investment strategy, (22) the Company’s dependence on key management personnel, (1423) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (1524) the Company’s ability to collect accounts receivable, (1625) the Company’s exposure to legal proceedings, investigations and disputes, and limits on related insurance coverage, (26) the Company’s ability tomaintainutilize net operating loss carryforwards, (27) the potential for goodwill impairment, (28) volatility of the Company’s stock price, (29) risks related to our historically low trading volume, (30) risks related to securities or industry analysts, (31) the Company’s ability to declare dividends, (32) risks associated with failure to pay dividends on our Series A Preferred Stock, (33) our history of annual net losses, (34) risks related to our international operations, (35) risks related to compliance with federal and state laws, regulations, and other rules, (36) our exposure to employment-related claims, legal liability, and costsatfromanclients,acceptableemployees,level,and regulatory authorities, (1737) risks related to the imposition of licensing or tax requirements or new regulations, (38) the effect of Anti-takeover provisions in our organizational documents, (39) the effect of the protective amendment contained in our Restated Certificate of Incorporation, (40) the impact of our stockholder rights plan, or “poison pill,” on stockholder decision making, (41) risks related to our scaled disclosure requirements as a smaller reporting company, (42) risks related to evolving ESG and DEI rules and regulations, (43) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (18) risks related to providing uninterrupted service to clients, (1944) theCompany’sadverseexposureimpactstoofemployment-relatedcybersecurityclaims from clients, employersthreats andregulatory authorities, currentattacks, andformer employees in connection with the Company’s business reorganization initiatives, and limits on related insurance coverage,(20) the Company’s ability to utilize net operating loss carryforwards, (21) volatility of the Company’s stock price, (22) the impact of government regulations and deregulation efforts, (23) restrictions imposed by blocking arrangements, (2445) risks related to the use of new and evolvingtechnologies, and (25) the adverse impacts of cybersecurity threats and attacks.technologies. 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-K. 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-K. 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.
“The Company believes that future external market conditions remain uncertain, particularly access to credit, rates of near-term projected economic growth, and levels of unemployment in the markets in which the Company operates. Due to these uncertain external market conditions, the Company cannot provide assurance that its actual cash requirements will not be greater in the future than those currently expected, especially if market conditions deteriorate substantially and interest rates and inflation continue to increase. …”see in full comparison
“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. …”see in full comparison
“The Business Services segment consists of HTS and provides customized recruitment and contracting solutions to mid-to-large multinational companies. Service offerings include RPO, project-based RPO, contingent workforce solutions, recruitment consulting, outsourced professional contract staffing, and MSP services. HTS operates directly in eighteen countries across three geographic regions: the Americas, Asia Pacific, and Europe, Middle East, and Africa. …”see in full comparison
“Summary of Financial Performance Highlights For the Year Ended December 31, 2025”see in full comparison
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Star Equity Holdings, Inc. (“Star Equity,” “Star,” the “Company,” “we,” or “our,” formerly known as Hudson Global, Inc. (“Hudson”)) is a diversified multi-industry holding company operating through four reportable segments: Building Solutions, Business Services, Energy Services, and Investments. Our common stock and 10% Series A Cumulative Perpetual Preferred Stock are listed on the Nasdaq Global Market under the symbols “STRR” and “STRRP,” respectively.
The Building Solutions segment operates in the construction industry. The Business Services segment, which consists of HTS, delivers customized recruitment and contracting solutions to mid-to-large multinational companies, including Recruitment Process Outsourcing (“RPO”), project-based RPO, contingent workforce solutions, recruitment consulting, outsourced professional contract staffing, and MSP services. The Energy Services segment consists of ADT, which manufactures and supplies specialized drilling tools and downhole equipment used in directional drilling and other oil and gas well construction applications. The Investments segment holds and manages certain corporate-owned real estate assets and investments in a limited number of publicly traded and private companies.
Merger
On August 22, 2025, Star completed its previously announced acquisition of Star Operating Companies (formerly known as Star Equity Holdings, Inc.) pursuant to the Merger Agreement, by and among Star, SOC and 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, 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. 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 preferred stockholders received approximately 2,690,637 shares of Star 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.
In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of SOC 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.
Amendment to Certificate of Incorporation
On September 4, 2025, Star Equity filed an Amendment to the Company’s Charter, to affect the Name Change. The Name Change was approved by the Company’s Board on September 2, 2025, and became effective at 12:01 a.m. (Eastern Time) on September 5, 2025.
Segments
The Company’s Building Solutions segment consists of the following operating businesses: KBS; EdgeBuilder; Glenbrook; and TT. KBS, based in Maine, manufactures modular buildings, primarily serving the single-family and multi-family residential markets in New England. EBGL, based in the Minneapolis–Saint Paul area, manufactures and delivers structural wall panels and other engineered wood-based products and distributes building materials through two lumberyard locations, primarily serving professional builder customers in the Upper Midwest region. TT, located outside the Minneapolis–Saint Paul area, manufactures glulam products for a range of end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential).
The Business Services segment consists of HTS and provides customized recruitment and contracting solutions to mid-to-large multinational companies. Service offerings include RPO, project-based RPO, contingent workforce solutions, recruitment consulting, outsourced professional contract staffing, and MSP services. HTS operates directly in eighteen countries across three geographic regions: the Americas, Asia Pacific, and Europe, Middle East, and Africa. HTS delivery teams utilize standardized recruitment methodologies and project management expertise to support clients’ ongoing workforce requirements. HTS leverages its consultants and proprietary processes to identify, select, and engage talent for critical client roles. In addition, clients may receive outsourced professional contract staffing services and MSP solutions, offered on a standalone basis or as part of an integrated total talent solution. HTS-employed professionals are placed with client organizations, individually or as teams, for defined periods based on specific business requirements.
The Business Services segment provides talent and workforce solutions, including Talent Advisory, Executive Search, Talent Technology, and RPO. The Business Services segment primarily serves mid-to-large multinational organizations and operates in twenty-one countries across the Americas, Asia Pacific, and Europe, Middle East and Africa (“EMEA”).
The Business Services segment delivers customized talent solutions that support clients’ workforce planning and hiring needs. Its services include advisory and consulting services, executive and professional search, and outsourced recruiting programs.
The Business Services segment’s RPO offering utilizes a proprietary recruiting platform, HudsonFlow, incorporating agentic artificial intelligence capabilities designed to support candidate sourcing, screening, and interview coordination. These technology-enabled capabilities are combined with recruiting professionals and industry specialists who manage client engagements and candidate evaluation.
The Business Services segment delivers services through a range of engagement models, including fully outsourced recruitment programs, project-based recruiting engagements, contingent workforce solutions, and targeted search assignments for permanent hires. The Business Services segment also provides outsourced contract staffing and managed service provider solutions under which professionals employed by the Company are placed with client organizations for defined periods based on the clients’ business needs.
The Company’s Energy Services segment 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 that provides sales 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 the majority of costs, such as freight, repairs, and damages, to be passed directly to customers.
The 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 segment holds and manages certain corporate-owned real estate assets and investments in a limited number of publicly traded and private companies. SOC acquired these interests in May 2023 as a result of the sale of Digirad Health. The Investments segment 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. See Note 18, Supplementary Balance Sheet Information to the notes to our accompanying consolidated financial statements.
The Company’s objective is to increase value to the Company’s stockholders by providing global Recruitment Process Outsourcing (“RPO”) solutions to customers. With direct operations in sixteen countries and relationships with specialized professionals and organizations around the globe, the Company brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for the Company’s clients. The Company combines broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve maximum performance. The Company’s focus is to continually upgrade its service offerings and delivery capability tools to make the Company and candidates more successful in achieving clients’ business requirements.
The Company’s proprietary frameworks, assessment tools, and leadership development programs, coupled with its broad geographic footprint, allow the Company to design and implement regional and global outsourced recruitment solutions that the Company believes greatly enhance the quality and efficiency of its clients’ hiring.
To meet the Company’s objective, the Company engages in the following initiatives:
•Facilitating growth and development of the global RPO business through strategic investments in people, innovation, and technology;
•Building and differentiating the Company’s brand through its unique outsourcing solutions offerings; and
•Improving the Company’s cost structure and efficiency of its support functions and infrastructure.
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, both within the RPO business line as well as other businesses, 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 RPO business for the years ended December 31, 20242025 and 2023.2024.
The target customers for our Building Solutions segment include professional home builders, general contractors, project owners, developers, and design firms. Despite a higher interest rate environment, we continue to experience meaningful demand for our products; however, certain projects have been delayed as customers secure and finalize 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. Although we have experienced slower business activity and lower revenues over the past four quarters, we 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.
OurIn our Business Services segment, 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 2024,2025, the market conditions remained challenging due to persistent inflation, highermarket interestuncertainty ratesrelated to trade disruptions, and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into 2025.2026.
In our Energy Services segment, demand for our products is closely tied to oil prices, as customer drilling activity and capital spending are influenced by prevailing market conditions. Higher and stable oil prices generally support increased drilling and tool utilization, while lower or volatile prices may reduce activity and negatively impact our revenues and operating results. During 2025, improved oil prices contributed to increased customer activity, and the segment delivered strong performance.
Economic conditions in mostmany of the world’s major markets continuedremained to slow downuncertain throughout 2024.2025. HigherWhile thaninflationary expectedpressures inflationmoderated in mostcertain marketsregions, and risingelevated interest rates haveand ledtighter credit conditions continued to significantimpact market disruption,activity. includingThese furtherconditions contributed to wage inflation,pressures, increasedhigher operating costs, staffing challenges, reducedfluctuating consumer confidence, and limitedconstrained access to capital marketmarkets, accessibilityeach thatof impactwhich affected our business. In addition, in connection with the challenging businessthis environment, some ofcustomers reduced demand for our customers have reduced demand,services, and certain otherothers customerstemporarily have eliminated our services on a temporarydeferred or permanentpermanently basis.discontinued Theseengagements. conditionsOngoing andmacroeconomic expecteduncertainty, futureincluding inflation andthe potential for renewed inflationary pressures or changes in interest rate increasespolicy, could have material adverse impactseffects on various aspects of our business in thefuture future.periods.
The continued economicEconomic uncertainty has also resultedcontinued into contribute to volatility in global currencies.currency Strongermarkets. Fluctuations in foreign currenciesexchange inrates other markets comparedrelative to the U.S. dollar during a reporting periodperiods causeimpact localthe currencytranslation of our foreign operations’ results of the Company’s foreign operations to be translated into more U.S. dollars.dollars and may affect comparability of reported results.
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.
Summary of Financial Performance Highlights For the Year Ended December 31, 2025
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 our 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 previously reported periods are 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 because it believes these results better represent the Company’s underlying business trends.
Financial Performance
The following is a summary of the Company’s financial performance highlights for the years ended December 31, 2024 and 2023. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight the Company’s results by segment.
• Revenue was $140.1$172.2 million for the year ended December 31, 2024,2025, compared to $161.3$140.1 million for 2023,the asame decreaseperiod in 2024, an increase of $21.3$32.1 million, or 13%.22.9%. The decreaseincrease in revenue was principally driven by declinesthe ininclusion Australiaof andrevenues from the Americas.Star Operating Companies acquisition, which contributed 23 percentage points to the revenue growth.
• Gross profit was $79.9 million for the year ended December 31, 2025, compared to $70.2 million for the same period in 2024, an increase of $9.7 million, or 13.9%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 12 percentage points.
◦On a constant currency basis, revenue also decreased $21.3 million, or 13%, primarily due to a decrease in RPO revenue of $10.6 million, or 14%, and a decline in contracting revenue of $10.7 million, or 13%, compared to 2023.
•Selling, generalSG&A and administrative expenses, andNon-Op other non-operating income (expense) (“SG&A and Non-Op”) was $72.682.8 million for the year ended December 31, 2024,2025, compared to $76.6$72.6 million for 2023,the asame decreaseperiod in 2024. The acquisition of $4.0Star Operating Companies increased SG&A and Non-Op other income (expense) by $7.3 million, orwhich 5%.contributed 10 percentage points to the increase.
◦On a constant currency basis, SG&A and Non-Op decreased $4.1 million or 5%. The decrease was principally due to higher staff costs as a percentage of revenue, partially offset by a $1.1 million benefit payout received in the Americas in the prior year. SG&A and Non-Op, as a percentage of revenue, was 52% for the year ended December 31, 2024, compared to 48% for 2023.
•EBITDA loss was $2.5 million for the year ended December 31, 2024, compared to EBITDA of $3.7 million for 2023. On a constant currency basis, EBITDA decreased $6.1 million in 2024 compared to 2023.
•Net EBITDA loss was $4.8$2.0 million for the year ended December 31, 2024,2025, compared to aEBITDA net incomeloss of $2.2$2.5 million for 2023.the Onsame a constant currency basis, net income decreased $7.1 millionperiod in 2024.
• Net loss attributable to common shareholders was $6.7 million for the year ended December 31, 2025, compared to net loss of $4.8 million for the same period in 2024.
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 include a reconciliation of constant currency results to the most directly comparable U.S. GAAP financial measures, and summarize the impact of foreign currency exchange rate adjustments on the Company’s operating results for the years ended December 31, 2024 and 2023.
(a)Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the 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 Consolidated Statements of Operations: Salaries and related, Office and general, Marketing and promotion, and Other income (expense), net. Corporate management expenses are included in the segments’ other income (expense).
(c)See EBITDA reconciliation in the following section.
Results of Operations:
Americas (reported currency)
Revenue - AmericasBuilding Solutions
For the year ended December 31, 2025, Building Solutions contributed $27.6 million to the Company's revenue. Performance during the year reflects a recovery from macroeconomic headwinds and severe Midwest flooding that delayed project starts in the prior year. Activity improved for much of the year, supported by backlog and steady project execution, though residential demand remained somewhat slower than expected. Toward year-end, activity softened due to weather-related site shutdowns, shipment timing delays, and certain projects shifting into Q1 2026, with December order activity also lighter due to seasonal factors.
Gross Profit - Building Solutions
For the year ended December 31, 2025, Building Solutions contributed $6.3 million to the Company's gross profit. Performance during the period reflects higher activity levels and improved project mix for much of the year, which supported better overhead absorption and steady margin performance. This was aided by consistent execution on project scope, scheduling, and cost management, though residential activity remained somewhat softer and moderated margin expansion. Toward year-end, lower revenue levels reduced gross profit dollars, and margins were modestly pressured by lower production volumes, higher temporary labor and freight costs, and inefficiencies associated with early-stage production on certain projects.
SG&A and Non-Op other income (expense) - Building Solutions
For the year ended December 31, 2025, Building Solutions SG&A and Non-op other income (expense) was 4.1 million or 15% 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.
For the year ended December 31, 2024, RPO revenue decreased by $5.7 million, or 19%, while contracting revenue increased by $2.3 million, or 240%. The decrease in RPO revenue was mainly due to lower demand from existing clients, while the increase in contracting revenue was a result of new client wins and higher demand from existing clients.
Adjusted net revenue - Americas
For the year ended December 31, 2024, RPO adjusted net revenue decreased $5.5 million, or 18%, while contracting adjusted net revenue increased $0.5 million, or 336%, compared to 2023. The changes in RPO and contracting adjusted net revenue were due to the same factors noted above under “Revenue – Americas.”
Total adjusted net revenue, as a percentage of revenue, decreased to 90% for 2024, compared to 96% for 2023, primarily attributable to the lower mix of RPO to contracting revenue in 2024 compared to 2023.
What changed in the latest 10-Q
Risk Factors
In evaluating us and our securities, 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, 2025, 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.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
New heading “Summary of Financial Performance Highlights For The Six Months Ended June 30, 2026”
Largest changes
“Summary of Financial Performance Highlights For The Six Months Ended June 30, 2026”see in full comparison
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, net cash provided by investing activities was$1.9$0.6 million compared to $0.0 million of net cashprovided by investing activities in 2025. Net cashused in investing activities inthe2025.firstInvestingquarteractivitiesofin 2026 primarily reflectscash$3.2received in connection with sales-leaseback transactionsmillion of$3.2proceedsmillion,frompartlya sale-leaseback of real estate, $1.1 million from sales of equity securities, $0.4 million from the sale of lost-in-hole equipment, and $0.2 million from note receivable repayments, partially offset by $2.8 million of capital expenditures and $1.6 million of$1.3equitymillion.security purchases.
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, net cash used in financing activities was$3.5$1.8 million, compared to net cash used in financing activities of $0.0 million in 2025. Net cash used infinancing activities2026 primarily reflectsnet cash paid from borrowings of $2.2 million, as well as repurchases of shares of common stock of $0.7 million, andpreferred stock dividends paid of$0.6$1.2 million in the currentyear.year, treasury stock repurchases of $0.9 million, and net debt repayments of $0.5 million, partially offset by $0.8 million of proceeds from the issuance of preferred stock under the Company’s at‑the‑market program.
“• Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $48.3 million for the six months ended June 30, 2026, compared to $36.7 million for the same period in 2025, an increase of $11.6 million, or 31.7%. The acquisitions of our Building Solutions, Energy Services, and Investments segments collectively contributed 25 percentage points to the increase in SG&A and Non-Op.”see in full comparison
For the three months endedsee in full comparisonMarchJune31,30, 2026, Building Solutions contributed$11.6$14.6 million to the Company's revenue. The segment faced several headwinds during the quarter that constrained revenue generation.Weather-related disruptions and seasonal road restrictions limited the ability to execute on scheduled projects in certain geographies. Additionally, projectProject timing delaysresultedaffectedincertaindeferredlarge projects, as revenue recognitionas customer-driven scheduling shifts pushed workshifted into subsequent quarters.The quarter was also characterized byAdditionally, challenging macroeconomic conditionsthatweighed on customerdemanddemand,and decision-making. Broader economic uncertainty resultedresulting in extended sales cyclesas customersand delayed capital spendingcommitments.decisions.
“Net loss attributable to common shareholders was $6.8 million for the six months ended June 30, 2026, compared to net loss of $2.4 million for the six months ended June 30, 2025, an increase in net loss of $4.4 million. Basic and diluted loss per share were both $1.84 for the six months ended June 30, 2026, compared to basic and diluted loss per share of $0.82 for the same period in 2025.”see in full comparison
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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 Star Equity Holdings, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2025. 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, depreciationdepreciation, 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.
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.segments. Our Building Solutions divisionsegment operates in the construction industry. Our Business Services divisionsegment 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 divisionsegment 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,internally funded, concentrated minority investments in a small number of public companies.
Star-Hudson Merger
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 preferred stock stockholders received approximately 2,690,637 shares of Star 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.
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 damagesdamages, 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 divisionsegment manages internally-funded,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 divisionsegment 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 isare 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. On August 14, 2026, the Company, HH Merger Sub, and Harte Hanks entered into the HH Merger Agreement providing for the HH Merger. See Note 21, Subsequent Events, within the notes to our Condensed Consolidated Financial Statements for a summary of the HH Merger Agreement.
This MD&A discusses the results of the Company’s business for the three and six months ended MarchJune 31,30, 2026 and 2025.
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.segment. 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.
•Introduction of new services. In the Building Solutions division,segment, 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.
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,segment, 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.
In our Business Services segment, 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 six months of 2026, 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 second half of 2026.
In our Energy Services segment, demand for our products is closely tied to oil prices, as customer drilling activity and capital spending are influenced by prevailing market conditions. Higher and stable oil prices generally support increased drilling and tool utilization, while lower or volatile prices may reduce activity and negatively impact our revenues and operating results. 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. During the first six months of 2026, improved oil prices contributed to increased customer activity, and the segment delivered strong performance.
Summary of Financial Performance Highlights For The Three Months Ended MarchJune 31,30, 2026
• Revenue was $50.1$54.9 million for the three months ended MarchJune 31,30, 2026, compared to $31.9$35.5 million for the same period in 2025, an increase of $18.2$19.4 million, or 57.1%.54.6%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 4752 percentage points to the revenue growth.
• Gross profit was $20.6$22.8 million for the three months ended MarchJune 31,30, 2026, compared to $16.4$18.6 million for the same period in 2025, an increase of $4.2 million, or 25.4%.22.3%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 1927 percentage points.
• Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $24.3$24.0 million for the three months ended MarchJune 31,30, 2026, compared to 17.9$18.8 million for the same period in 2025, an increase of 6.4$5.3 million, or 35.6%.28.0%. The acquisitions of our Building Solutions, Energy Services, and Investments segments collectively contributed 2425 percentage points to the increase in SG&A and Non-Op.
• Net loss was $3.8$1.8 million for the three months ended MarchJune 31,30, 2026, compared to net loss of $1.8$0.7 million for the same period in 2025, an increase in net loss of $2.0$1.2 million.
• EBITDA loss was $3.1$0.6 million for the three months ended MarchJune 31,30, 2026, compared to EBITDA loss of $1.5$0.2 million for the same period in 2025, an increase in EBITDA loss of $1.6$0.5 million.
Summary of Financial Performance Highlights For The Six Months Ended June 30, 2026
• Revenue was $105.0 million for the six months ended June 30, 2026, compared to $67.4 million for the same period in 2025, an increase of $37.6 million, or 55.8%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 50 percentage points to the revenue growth.
• Gross profit was $43.4 million for the six months ended June 30, 2026, compared to $35.0 million for the same period in 2025, an increase of $8.3 million, or 23.7%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 23 percentage points.
• Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $48.3 million for the six months ended June 30, 2026, compared to $36.7 million for the same period in 2025, an increase of $11.6 million, or 31.7%. The acquisitions of our Building Solutions, Energy Services, and Investments segments collectively contributed 25 percentage points to the increase in SG&A and Non-Op.
• Net loss was $5.6 million for the six months ended June 30, 2026, compared to net loss of $2.4 million for the same period in 2025, an increase in net loss of $3.2 million.
• EBITDA loss was $3.7 million for the six months ended June 30, 2026, compared to EBITDA loss of $1.7 million for the same period in 2025, an increase in EBITDA loss of $2.1 million.
For the three months ended MarchJune 31,30, 2026, Building Solutions contributed $11.6$14.6 million to the Company's revenue. The segment faced several headwinds during the quarter that constrained revenue generation. Weather-related disruptions and seasonal road restrictions limited the ability to execute on scheduled projects in certain geographies. Additionally, projectProject timing delays resultedaffected incertain deferredlarge projects, as revenue recognition as customer-driven scheduling shifts pushed workshifted into subsequent quarters. The quarter was also characterized byAdditionally, challenging macroeconomic conditions that weighed on customer demanddemand, and decision-making. Broader economic uncertainty resultedresulting in extended sales cycles as customersand delayed capital spending commitments.decisions.
For the six months ended June 30, 2026, Building Solutions contributed $26.2 million to the Company's revenue. The drivers of the revenue performance for the six months ended June 30, 2026 were the same factors noted for the three months ended June 30, 2026 above.
For the three months ended MarchJune 31,30, 2026, Building Solutions contributed $1.6$3.2 million to the Company's gross profit. ReducedMargins operationalwere activitypressured resultedby rising input costs outpacing pricing actions in unfavorablea fixedcompetitive costenvironment, absorption,along puttingwith pressurelower on overall profitability despite maintaining underlying pricing discipline.volumes.
For the six months ended June 30, 2026, Building Solutions contributed $4.8 million to the Company's gross profit. Margin for the first half of the year was affected largely by the same dynamics that pressured the three months ended June 30, 2026, with the earlier part of the year also seeing volume impacted by weather-related project delivery disruptions.
For the three months ended MarchJune 31,30, 2026, Building Solutions SG&A and Non-OP expenses were $3.2$3.3 million or 27%23% of revenue. The segment demonstrated effective cost management during the quarter, controlling discretionary spending and maintaining operational efficiency despite the challenging revenue environment. The focus on expense discipline helped partially offset the impact of lower sales volumes on overall profitability.
For the six months ended June 30, 2026, Building Solutions SG&A and Non-OP expenses were $6.5 million or 25% of revenue. The segment kept a disciplined approach to spending through the first half of the year, working to preserve operating flexibility as it navigates a competitive pricing environment and softer demand.
For the three months ended MarchJune 31,30, 2026, Building Solutions generated operating lossincome of $1.2$0.2 million and EBITDA loss of $1.4$0.02 million or 12%0.2% of revenue. TheProfitability quarter'sfor profitabilitythe quarter was primarily impacted by lower volume,volume whichand compressedmargin grosspressure marginsresulting throughfrom unfavorablethe fixedcompetitive cost absorption.environment. While the segment demonstratedmaintained effective cost management and expense discipline on the SG&A side, the revenue shortfall and resulting margin pressure were the primary drivers of the negativenear-breakeven EBITDA performance.
For the six months ended June 30, 2026, Building Solutions generated operating loss of $1.0 million and EBITDA loss of $1.3 million or 5% of revenue. The segment maintained effective cost management on the SG&A side; however, lower volume and margin pressure from the competitive environment remained a challenge through the first half of the year.
For the three months ended MarchJune 31,30, 2026, RPO revenue increaseddecreased $1.1$0.3 million, or 7%,2%, while contracting revenue increased $2.1$1.2 million, or 13%7% compared to 2025.
In the Americas, revenue increased $1.0$0.6 million, or 14%,8%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. The increase was primarily driven by RPO revenue, which increased $1.5$0.9 million, or 27%,14%, driven by higher demand from existing clients, while contracting revenue decreased $0.6$0.3 million, or 50%,30%, due to reduced demand from existing clients.
In Asia Pacific, revenue increased $2.5$1.0 million, or 13%,5%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. Contracting revenue increased $3.2$1.8 million, or 26%,13%, due to higher demand from existing clients, partly offset by a decline in RPO revenue of $0.7$0.8 million, or 10%, due to a reduction in demand from existing clients.
In EMEA, revenue decreased $0.3$0.7 million, or 6%,11%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, driven by a decline in contracting revenue of $0.6$0.3 million, or 22%,9%, partiallyand offseta by an increasedecline in RPO revenue of $0.2$0.4 million, or 7%.13%.
For the six months ended June 30, 2026, RPO revenue increased $0.7 million, or 2%, while contracting revenue increased $3.3 million, or 9% compared to 2025.
In the Americas, revenue increased $1.6 million, or 11%, for the six months ended June 30, 2026, compared to the same period in 2025. The increase was primarily driven by RPO revenue, which increased $2.4 million, or 20%, driven by higher demand from existing clients, while contracting revenue decreased $0.8 million, or 41%, due to reduced demand from existing clients.
In Asia Pacific, revenue increased $3.5 million, or 9%, for the six months ended June 30, 2026, compared to the same period in 2025. Contracting revenue increased $5.0 million, or 19%, due to higher demand from existing clients, partly offset by a decline in RPO revenue of $1.5 million, or 10%, due to a reduction in demand from existing clients.
In EMEA, revenue decreased $1.1 million, or 8%, for the six months ended June 30, 2026, compared to the same period in 2025, driven by a decline in contracting revenue of $0.9 million, or 15%, and a decline in RPO revenue of $0.2 million, or 3%.
For the three months ended MarchJune 31,30, 2026, gross profit increaseddecreased $1.0$0.8 million, or 6%,4%, driven by ana increasedecrease in RPO gross profit of $1.2$0.5 million, compared to the same period in 2025.
In Americas, gross profit increased by $1.3$0.7 million, or 21%,10%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. The growth was primarily driven by an increase of $1.5$0.8 million, or 26%,13%, in RPO gross profit, partially offset by a decrease in contracting gross profit of $0.2$0.1 million, or 88%,79%, compared to 2025.
In Asia Pacific, gross profit decreased by $0.6$1.1 million, or 8%,13%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, driven by lower RPO gross profit of $0.6$0.9 million, coupled with higherlower contracting gross profit of $0.1$0.2 million.
In EMEA, gross profit increaseddecreased by $0.3 million, or 11%,10%, for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, driven by primarily by higherlower RPO gross profit of $0.4 million.
For the six months ended June 30, 2026, gross profit increased $0.2 million, or 1%, driven by an increase in RPO gross profit of $0.7 million, partly offset by a decrease in contracting gross profit of $0.5 million, compared to the same period in 2025.
In Americas, gross profit increased by $1.9 million, or 16%, for the six months ended June 30, 2026, compared to the same period in 2025. The growth was primarily driven by an increase of $2.3 million, or 19%, in RPO gross profit, partially offset by a decrease in contracting gross profit of $0.4 million, or 85%, compared to 2025.
In Asia Pacific, gross profit decreased by $1.7 million, or 11%, for the six months ended June 30, 2026, compared to the same period in 2025, driven by lower RPO gross profit of $1.5 million, coupled with lower contracting gross profit of $0.2 million.
In EMEA, gross profit increased slightly, or 0.1%, for the six months ended June 30, 2026, compared to the same period in 2025, driven by primarily by higher RPO gross profit of $0.05 million.
For the three months ended MarchJune 31,30, 2026, SG&A and Non-Op increased $1.6$0.1 million, or 9%,million compared to the same period in 2025, while SG&A and Non-Op as a percentage of revenue wasdecreased evenfrom with50% in the prior year to 49% in the current year. The increase in SG&A and Non-Op was primarily due to higher compensation costs.
For the six months ended June 30, 2026, SG&A and Non-Op increased $1.6 million or 5%, compared to the same period in 2025, while SG&A and Non-Op as a percentage of revenue was even with the prior year.
For the three months ended MarchJune 31,30, 2026, operating lossincome was $0.9$0.2 million, compared to operating lossincome of $0.3$1.3 million in 2025, and EBITDA losswas was$0.1 million, or 0.2% of revenue, compared to EBITDA of $1.0 million, or 3% of revenue, compared to EBITDA loss of $0.5 million, or 2% of revenue, in 2025.
For the six months ended June 30, 2026, operating loss was $0.6 million, compared to operating income of $1.0 million in 2025, and EBITDA loss was $0.9 million, or 1% of revenue, compared to EBITDA of $0.5 million, or 1% of revenue, in 2025.
For the three months ended MarchJune 31,30, 2026, Energy Services contributed $3.5$3.9 million in revenue, reflecting a gradual recovery in drilling activity across key markets.revenue. The segment demonstrated positive momentum during the quarter, withparticularly in the geothermal markets, where activity levels acceleratingaccelerated as the divisionsegment continued to capture market share through strong customer relationships and successful new customer wins. Revenue performance was supported by demand diversification, with non-oil-and-gas applications complementing core energy sector activity.
For the six months ended June 30, 2026, Energy Services contributed $7.4 million in revenue. Activity remained strong across both the Permian and Rockies regions through the first half of the year, driving momentum across markets.
For the three months ended MarchJune 31,30, 2026, the contribution of Energy Services to the Company's Gross Profit was $1.5$1.9 million. The segment delivered strong margin performance during the quarter. The combination of increased activity levels and improved cost absorption supported profitability as the segment executed on opportunities across both traditional energy markets and diversified non-oil-and-gas applications.
For the six months ended June 30, 2026, the contribution of Energy Services to the Company's Gross Profit was $3.4 million. The drivers of the margin performance for the six months ended June 30, 2026 were the same factors noted for the three months ended June 30, 2026 above.
N/M = not meaningful
For the three months ended MarchJune 31,30, 2026, Energy Services’ SG&A and non-operating expenses totaled $1.1$1.2 million or 31%29% 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.
For the six months ended June 30, 2026, Energy Services’ SG&A and non-operating expenses totaled $2.2 million or 30% of revenue. Spend levels tracked the segment's normal operating range for the first half of the year, with sales commissions representing a modest share of the total as the segment worked to grow its customer base.
STRR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 18 Form 4 filings (7 insiders, 24 trade dates, 91,107 shares, about $1.0M) and open-market sales in 1 filing (1 insider, 3 trade dates, 3,000 shares, about $27.7K; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: 88,107 (purchases minus sales); net value about $990.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Eberwein Jeffrey E. |
Open-market sale |
1,000 | $9.21 | $9.2K |
| 2026-10-02 | Eberwein Jeffrey E. |
Open-market sale |
1,000 | $9.25 | $9.2K |
| 2026-10-01 | Eberwein Jeffrey E. |
Open-market sale |
1,000 | $9.22 | $9.2K |
| 2026-08-18 | Fruhbeis Todd Michael |
Option exercise | 535 | — | — |
| 2026-08-18 | Parks Louis A. |
Option exercise | 485 | — | — |
| 2026-08-18 | Palmer Jennifer |
Option exercise | 460 | — | — |
| 2026-08-18 | Eberwein Jeffrey E. |
Option exercise | 860 | — | — |
| 2026-07-27 | Coleman Richard Kenneth Jr. |
Option exercise | 1,161 | — | — |
| 2026-07-27 | Bible Hannah M. |
Option exercise | 376 | — | — |
| 2026-07-27 | Bible Hannah M. |
Shares withheld for tax | 111 | $11.00 | $1.2K |
| 2026-07-27 | Miles Shawn Spain |
Shares withheld for tax | 117 | $11.00 | $1.3K |
| 2026-07-15 | Eberwein Jeffrey E. |
Grant/award | 5,388 | — | — |
| 2026-06-29 | Eberwein Jeffrey E. |
Open-market purchase | 5,000 | $11.01 | $55.0K |
| 2026-06-25 | Eberwein Jeffrey E. |
Open-market purchase | 5,000 | $11.01 | $55.0K |
| 2026-06-22 | Eberwein Jeffrey E. |
Open-market purchase | 4,766 | $11.16 | $53.2K |
| 2026-06-18 | Eberwein Jeffrey E. |
Open-market purchase | 234 | $11.01 | $2.6K |
| 2026-06-16 | Eberwein Jeffrey E. |
Open-market purchase | 4,994 | $11.21 | $56.0K |
| 2026-06-15 | Eberwein Jeffrey E. |
Open-market purchase | 6 | $11.01 | $66 |
| 2026-06-12 | Fruhbeis Todd Michael |
Open-market purchase | 500 | $11.23 | $5.6K |
| 2026-06-10 | Fruhbeis Todd Michael |
Open-market purchase | 300 | $9.81 | $2.9K |
| 2026-06-10 | Eberwein Jeffrey E. |
Open-market purchase | 1,884 | $10.89 | $20.5K |
| 2026-06-09 | Eberwein Jeffrey E. |
Open-market purchase | 2,849 | $11.23 | $32.0K |
| 2026-06-08 | Eberwein Jeffrey E. |
Open-market purchase | 10,000 | $11.45 | $114.5K |
| 2026-06-05 | Drake Mimi K |
Open-market purchase | 1,000 | $11.65 | $11.7K |
| 2026-06-05 | Eberwein Jeffrey E. |
Open-market purchase | 3,443 | $11.51 | $39.6K |
| 2026-06-05 | Palmer Jennifer |
Open-market purchase | 686 | $11.66 | $8.0K |
| 2026-06-05 | Pearse Robert G. |
Open-market purchase | 500 | $11.46 | $5.7K |
| 2026-06-04 | Eberwein Jeffrey E. |
Open-market purchase | 1,430 | $11.51 | $16.5K |
| 2026-06-03 | Eberwein Jeffrey E. |
Open-market purchase | 101 | $11.51 | $1.2K |
| 2026-06-02 | Eberwein Jeffrey E. |
Open-market purchase | 4,881 | $11.61 | $56.7K |
| 2026-06-01 | Fruhbeis Todd Michael |
Open-market purchase | 700 | $11.72 | $8.2K |
| 2026-06-01 | Eberwein Jeffrey E. |
Open-market purchase | 1,482 | $11.59 | $17.2K |
| 2026-05-29 | Parks Louis A. |
Open-market purchase | 1,000 | $11.60 | $11.6K |
| 2026-05-29 | Eberwein Jeffrey E. |
Open-market purchase | 3,663 | $11.61 | $42.5K |
| 2026-05-29 | Diamond Matthew K |
Shares withheld for tax | 763 | $11.62 | $8.9K |
| 2026-05-28 | Eberwein Jeffrey E. |
Open-market purchase | 310 | $11.69 | $3.6K |
| 2026-05-28 | Eberwein Jeffrey E. |
Open-market purchase | 11,201 | $11.81 | $132.3K |
| 2026-05-27 | Drake Mimi K |
Grant/award | 5,504 | — | — |
| 2026-05-27 | Pearse Robert G. |
Grant/award | 5,504 | — | — |
| 2026-05-27 | Nelson Connia M |
Grant/award | 5,504 | — | — |
| 2026-05-27 | Fruhbeis Todd Michael |
Grant/award | 5,504 | — | — |
| 2026-05-27 | Palmer Jennifer |
Grant/award | 5,504 | — | — |
| 2026-05-27 | Parks Louis A. |
Grant/award | 5,504 | — | — |
| 2026-05-27 | Eberwein Jeffrey E. |
Open-market purchase | 2,288 | $11.76 | $26.9K |
| 2026-05-26 | Eberwein Jeffrey E. |
Open-market purchase | 2,414 | $11.51 | $27.8K |
| 2026-05-22 | Eberwein Jeffrey E. |
Open-market purchase | 694 | $11.06 | $7.7K |
| 2026-05-21 | Eberwein Jeffrey E. |
Open-market purchase | 4,198 | $10.90 | $45.8K |
| 2026-05-21 | Fruhbeis Todd Michael |
Open-market purchase | 400 | $10.98 | $4.4K |
| 2026-05-20 | Eberwein Jeffrey E. |
Open-market purchase | 406 | $10.18 | $4.1K |
| 2026-05-20 | Fruhbeis Todd Michael |
Open-market purchase | 1 | $10.25 | $10 |
| 2026-05-19 | Eberwein Jeffrey E. |
Open-market purchase | 13,799 | $10.09 | $139.2K |
| 2026-05-19 | Eberwein Jeffrey E. |
Option exercise | 860 | — | — |
| 2026-05-19 | Fruhbeis Todd Michael |
Option exercise | 535 | — | — |
| 2026-05-19 | Palmer Jennifer |
Option exercise | 460 | — | — |
| 2026-05-19 | Parks Louis A. |
Option exercise | 485 | — | — |
| 2026-04-15 | Eberwein Jeffrey E. |
Grant/award | 6,504 | — | — |
| 2026-03-25 | Coleman Richard Kenneth Jr. |
Open-market purchase | 977 | $9.95 | $9.7K |
Well-known investors holding STRR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 80,426 | $857.3K | 0.0% | Reduced 1% |