UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38704

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware						59-3547281
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

53 Forest Avenue, Suite 101, Old Greenwich, CT 06870

(Address of principal executive offices) (Zip Code)

(~~475~~203) ~~988~~489-~~2068~~9500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

~~HSON~~STRR

The NASDAQ Stock Market LLC

Preferred Share Purchase Rights

The NASDAQ Stock Market LLC

Series A Preferred Stock, $0.001 par value

STRRP

The NASDAQ Stock Market LLC

Preferred Share Purchase Rights

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $2512,~~035~~181,~~157~~784 based on the closing price of the Common Stock on the NASDAQ Global Select Market on June 30, ~~2024~~2025.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class						Outstanding on 03/1213/~~2025~~2026
Common Stock - $0.001 par value						23,~~750~~707,~~735~~060

Table of Contents
		Page
PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1319
ITEM 1C.	CYBERSECURITY	1319
ITEM 2.	PROPERTIES	1421
ITEM 3.	LEGAL PROCEEDINGS	1421
ITEM 4.	MINE SAFETY DISCLOSURES	1421
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1522
ITEM 6.	RESERVED	1623
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1623
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2937
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	2937
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	6591
ITEM 9A.	CONTROLS AND PROCEDURES	6591
ITEM 9B.	OTHER INFORMATION	6591
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	6592
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	6693
ITEM 11.	EXECUTIVE COMPENSATION	7193
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	8293
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	8393
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	8493
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	8594
	EXHIBIT INDEX	8594
ITEM 16.	FORM 10-K SUMMARY	97
	SIGNATURES	98

ITEM 16.			FORM 10-K SUMMARY			87
			SIGNATURES			88

PART I

ITEM 1. BUSINESS

General

~~Hudson~~Star ~~Global~~Equity Holdings, Inc. (~~the~~ “~~Company~~Star Equity,” or “~~Hudson~~Star,” the “weCompany,” “uswe,” ~~and~~or “our,”) isformerly aknown ~~leading~~as ~~total~~Hudson ~~talent~~Global, ~~solutions~~Inc. ~~provider operating under the brand name~~ (“Hudson”)) ~~RPO.~~is Wea ~~deliver~~diversified ~~innovative,~~multi-industry ~~customized~~holding ~~recruitment~~company ~~outsourcing~~operating ~~and~~through ~~total~~four ~~talent~~reportable ~~solutions~~segments: toBuilding ~~organizations~~Solutions, ~~worldwide.~~Business ~~Through~~Services, ~~our~~Energy ~~consultative approach~~Services, weand ~~develop tailored talent solutions designed to meet our clients’ strategic growth initiatives~~Investments. WeOur ~~are~~common astock ~~Delaware corporation,~~ and ~~have~~10% ~~operated~~Series asA anCumulative ~~independent~~Perpetual ~~publicly~~Preferred ~~held~~Stock ~~company~~are ~~since~~listed ~~April~~on 1,the ~~2003,~~Nasdaq ~~when~~Global ~~Monster~~Market ~~Worldwide,~~under ~~Inc.,~~the ~~formerly~~symbols ~~TMP~~“STRR” ~~Worldwide,~~and ~~Inc.~~“STRRP,” ~~spun off its eResourcing division~~respectively.

The ~~Company~~Building ~~delivers~~Solutions ~~Recruitment~~segment ~~Process~~operates ~~Outsourcing~~in ~~(“RPO”)~~the ~~services,~~construction ~~consisting~~industry. ofThe ~~recruitment~~Business ~~and~~Services ~~contracting~~segment, ~~solutions~~which ~~tailored~~consists ~~to the individual needs~~ of ~~primarily~~Hudson ~~mid-to-large~~Talent ~~multinational~~Solutions, ~~companies.~~LLC ~~The~~(“HTS”), ~~Company’s~~delivers ~~RPO~~customized ~~delivery teams utilize~~ recruitment ~~process methodologies~~ and ~~project~~contracting ~~management~~solutions ~~expertise~~to mid-to-large ~~meet~~multinational ~~clients’~~companies, ~~ongoing~~including ~~business~~Recruitment ~~needs.~~Process ~~The~~Outsourcing ~~Company’s~~ (“RPO ~~services include complete recruitment outsourcing~~”), project-based ~~outsourcing~~RPO, contingent workforce solutions, ~~and~~ recruitment consulting, ~~for~~outsourced ~~clients’~~professional ~~permanent~~contract ~~staff~~staffing, ~~hires.~~and ~~Hudson’s~~managed ~~RPO~~service ~~services~~provider ~~leverage~~(“MSP”) ~~the~~services. ~~Company’s~~The ~~consultants,~~Energy ~~supported~~Services bysegment ~~the~~consists ~~Company’s specialists, in the delivery~~ of ~~its~~Alliance ~~proprietary~~Drilling ~~methods to identify~~Tools, ~~select, and engage the best-fit talent for critical client roles~~Inc. ~~In addition~~(“ADT”), ~~the~~which ~~Company~~manufactures ~~provides~~and ~~RPO~~supplies ~~clients~~specialized ~~with~~drilling atools ~~range of outsourced professional contract staffing services~~ and ~~managed~~downhole ~~service~~equipment ~~provider~~used ~~services~~in ~~offered~~directional ~~sometimes~~drilling onfor aoil ~~standalone~~and ~~basis~~gas ~~and~~well ~~sometimes~~construction as ~~part~~well ofas aother ~~blended~~applications, ~~total~~including ~~talent~~mining, ~~solution.~~geothermal, ~~These services draw upon a combination of specialized recruiting~~ and ~~project~~water ~~management competencies to deliver a wide range of solutions~~wells. ~~Hudson-employed~~The ~~professionals~~Investments -segment ~~either~~holds ~~individually~~and ormanages ascertain ~~a team~~ corporate-owned ~~are~~real ~~placed~~estate ~~with~~assets ~~client~~and ~~organizations~~investments ~~for~~in a ~~defined~~limited ~~period~~number of ~~time~~publicly ~~based~~traded onand ~~specific~~private ~~business needs of the client~~companies.

2024 was a transformative year for the Company, in terms of key offerings and geographic reach. To capitalize on the business growth in the Middle East, the Company announced it had entered into strategic agreements with Executive Solutions and Striver, both of which are Dubai-based talent solutions companies. These agreements allowed the Company to expand its global footprint and client base in the Middle East market. The Company evaluated the agreements under ASC 805 “Business Combinations” and determined that the transactions did not qualify as either business combinations or asset purchases. Payments associated with these agreements were classified as compensation expense and were included in the “Salaries and related” caption on the Company’s Consolidated Statements of Operations.Merger

On ~~October~~August 3122, ~~2023~~2025, ~~Hudson~~Star completed its previously announced acquisition of ~~Hudson~~Star ~~Global~~Operating ~~Resources~~Companies, Inc. (~~Singapore)~~"SOC" ~~Pte.~~or ~~Ltd~~"Star Operating Companies", formerly known as Star Equity Holdings, Inc.) pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “~~Hudson~~Merger ~~Singapore~~Agreement”), by and among Star, SOC and HSON Merger Sub, Inc., a ~~provider~~wholly owned subsidiary of ~~recruitment~~Star ~~services~~(“Merger ~~primarily~~Sub”). Upon the terms and subject to ~~clients~~the ~~operating~~conditions inof ~~Singapore.~~the ~~Hudson~~Merger ~~Singapore~~Agreement, ~~has~~on aAugust ~~30-year~~22, ~~track~~2025, ~~record~~at the effective time (the “Effective Time”) of ~~senior~~the ~~placements~~closing ~~and~~of ~~project~~the ~~recruitment~~transaction ~~work~~pursuant ~~across~~to ~~Southeast~~the ~~Asia~~Merger ~~including~~Agreement ~~Singapore~~(the “Merger”), ~~Malaysia~~Merger Sub merged with and into SOC, with SOC continuing as the ~~Philippines,~~surviving ~~Vietnam,~~corporation ~~Thailand~~of the Merger under the name “Star Operating Companies, ~~and~~Inc." ~~Indonesia~~as a wholly owned subsidiary of Star. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.

OnPursuant ~~November~~to 15the terms of the Merger Agreement, ~~2023~~at the Effective Time, ~~Hudson~~(i) ~~announced~~each ~~the~~share ~~appointment~~of common stock of ~~Jacob~~SOC ~~“Jake”~~issued ~~Zabkowicz~~and outstanding immediately prior to the Effective Time (other than certain shares as ~~Global~~set ~~Chief~~forth ~~Executive~~in ~~Officer~~the ~~for~~Merger ~~Hudson~~Agreement) ~~RPO.~~were ~~Mr.~~automatically ~~Zabkowicz~~converted ~~leads~~into the ~~vision,~~right ~~strategy,~~to receive 0.23 shares of Star common stock and ~~execution~~(ii) each share of ~~Hudson~~preferred ~~RPO’s~~stock ~~growth~~of ~~plan,~~SOC ~~while~~issued ~~Jeff~~and ~~Eberwein,~~outstanding ~~Chief~~immediately ~~Executive~~prior ~~Officer~~to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of ~~Hudson~~Star ~~Global,~~10% ~~Inc~~Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, ~~continues~~former toSOC ~~focus~~common onstockholders ~~capital~~received ~~allocation~~approximately 744,291 ~~acquisitions~~shares of Star common stock for their SOC common shares and former SOC preferred stock stockholders received approximately 2,690,637 ~~corporate~~shares ~~strategy~~of Star Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and ~~maximizing~~SOC ~~shareholder~~stockholders ~~value~~became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.

In ~~February 2024~~addition, ~~Hudson~~pursuant ~~RPO~~to ~~announced~~the anterms ~~expansion~~ of ~~its~~the ~~service~~Merger ~~offerings to include executive search in North America~~Agreement, ~~focusing~~at onthe ~~Life~~Effective ~~Sciences and Human Resources. This expansion~~Time, ~~coupled~~each ~~with~~award ~~the~~of ~~Company’s~~SOC ~~existing~~restricted ~~RPO~~stock ~~strategy,~~units ~~provides~~(“RSUs”) aoutstanding ~~comprehensive~~immediately ~~talent~~prior ~~acquisition approach, enabling clients~~ to ~~develop~~the ~~streamlined~~Effective ~~and~~Time ~~centralized~~was ~~hiring~~converted ~~strategies~~into ~~within~~Star aRSUs ~~flexible~~issued ~~and~~under ~~scalable~~the ~~total~~Hudson ~~talent~~Global, ~~solution~~Inc. ~~This~~2009 ~~service~~Incentive ~~offering~~Stock ~~better~~and ~~positions~~Awards ~~the~~Plan, ~~Company~~ as aamended ~~strategic~~(the ~~partner~~“Plan”), ~~helping~~in ~~clients~~accordance towith ~~implement~~the ~~successful~~Merger ~~business strategies~~Agreement.

InAmendment ~~October 2024, the Company made a focused investment in Latin America~~ to ~~help~~Certificate ~~drive~~of ~~our~~Incorporation support and growth within the region by hiring a seasoned leader to spearhead efforts there. Further in 2024, the Company enhanced its growth trajectory in North America, making investments in both its talent and geographic presence. It hired professionals to lead efforts in several areas, including executive search, finance, and communications, and increased its investment in the Tampa, Florida talent hub.

InOn ~~addition~~September 4, ~~realizing~~2025, ~~that~~Star ~~advancements~~Equity infiled ~~technology~~a ~~within~~certificate of amendment (the ~~talent~~“Amendment”) ~~space~~to ~~have~~the ~~exponentially~~Company’s ~~boomed~~Amended ~~over~~and ~~the~~Restated ~~past~~Certificate ~~five~~of ~~years~~Incorporation, as Amended (the ~~company~~“Charter”), ~~increased~~to ~~investments~~change inthe ~~automation~~name of the Company from Hudson Global, AIInc. to Star Equity Holdings, ~~and~~Inc. ~~optimization~~(the “Name Change”). The ~~company’s~~Name ~~current~~Change ~~technology~~was ~~solution,~~approved ~~TalentMax,~~by ~~covers~~the ~~all~~Company’s ~~areas~~Board of Directors (the ~~talent~~“Board”) ~~journey,~~on ~~including~~September ~~brand awareness~~2, ~~sourcing~~2025, ~~engagement,~~ and ~~assessment,~~became aseffective ~~well~~at as12:01 ~~candidate~~a.m. ~~offers~~(Eastern ~~and~~Time) ~~onboarding.~~on September 5, 2025.

Strategy

Star Equity Holdings, Inc.

Star Equity Holdings, Inc. operates as a diversified holding company. Corporate management focuses on capital allocation, strategic oversight, mergers and acquisitions, capital markets activities, investor relations, and oversight of the Investments segment. Operating subsidiaries are responsible for day-to-day operations, organic growth initiatives, and operational performance.

- 1 -

The ~~Talent~~Company ~~Acquisition~~periodically ~~industry~~evaluates ~~has~~strategic ~~recognized~~alternatives ~~Hudson~~intended ~~RPO’s~~to ~~progress~~enhance ~~with~~its ~~several~~market ~~recent awards~~position, ~~including~~improve ~~the~~profitability, ~~SEEK~~generate ~~Sara award in 2021~~liquidity, ~~2023~~ and ~~2024,~~increase ~~inclusion~~shareholder invalue. ~~HRO~~Such ~~Today’s~~alternatives ~~Baker’s~~may ~~Dozen~~include ~~(recognized~~organic ~~for~~growth ~~the~~initiatives, ~~last~~selective 16acquisitions, ~~consecutive years~~divestitures, ~~and~~business ~~named~~combinations, asequity ~~the~~offerings, ~~No.~~debt 1financings, ~~RPO~~and ~~provider~~corporate inrestructurings. ~~APAC~~The intiming ~~2023~~ and ~~2024),~~structure ~~the~~of ~~Everest~~any ~~PEAK~~such ~~Matrix~~transactions ~~(recognized~~depend inon ~~all~~market ~~categories~~conditions, asavailable acapital, ~~Major~~valuation ~~Contender or Star Performer in 2024)~~considerations, and ~~NelsonHall~~other ~~(named~~relevant ~~a Leader in NelsonHall’s Vendor Evaluation & Assessment Tool (NEAT) Matrix in 2024)~~factors.

~~Business~~Operating ~~Segments~~Businesses

The Company operates ~~directly~~ in ~~sixteen~~markets ~~countries~~that ~~with~~management ~~three~~believes ~~reportable~~offer ~~geographic~~opportunities ~~business~~for ~~segments: Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA")~~growth. ~~For~~The ~~the~~principal ~~year~~elements ~~ended December 31, 2024, the amounts and percentages~~ of the Company’s ~~total~~growth ~~revenue~~strategy ~~from~~include the ~~three reportable segments were as follows~~following:

	Revenue
$ in thousands	Amount		Percentage
Americas	$	27,894	19.9	%
Asia Pacific	86,704		61.9	%
EMEA	25,458		18.2	%
Total	$	140,056	100.0	%

•Organic growth from our core businesses. The Company operates in markets and geographies that management believes provide opportunities for growth in its core businesses. The Company’s primary focus is on markets in which it currently maintains a presence, allowing it to leverage existing personnel, infrastructure, and brand recognition.

~~Service~~•Expansion ~~Offerings~~of service offerings. The Company evaluates opportunities to broaden its service offerings to better serve its customer base, including expansion into adjacent market segments and complementary services.

•Acquisition of complementary businesses. The Company intends to continue evaluating complementary businesses that meet its financial and strategic acquisition criteria. Potential targets may include small public and private companies that can be integrated into the Company’s ~~core~~existing ~~service~~platform, ~~offering~~as iswell ~~RPO~~as larger, ~~consisting~~more transformative transactions, subject to assessments of ~~RPO~~value, risk, and ~~contracting~~expected ~~services:~~return. The timing and structure of any such transactions will depend on market conditions, availability of capital, valuation considerations, and other relevant factors. The Company does not intend to pursue transactions unless management determines that the anticipated post-transaction value creation is favorable to stockholders.

RPO: The Company provides complete recruitment outsourcing, project-based outsourcing, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. Segments

~~Contracting~~The Company operates four segments: Building Solutions, Business Services, Energy Services, and Investments. Building Solutions includes KBS Builders, Inc. (“KBS”), EdgeBuilder, Inc. (“EdgeBuilder”), Glenbrook Building Supply, Inc. (“Glenbrook”) (together, “EBGL”), and Timber Technologies Solutions, Inc. (“TT”), which manufacture modular buildings, structural wall panels, engineered wood products, and glue-laminated timber for residential, commercial, and industrial markets. The ~~Company~~Business Services segment consists of Hudson Talent Solutions (“HTS”) and provides ~~clients~~RPO, ~~with~~contingent aworkforce ~~range~~solutions, ofrecruitment consulting, outsourced professional contract staffing, and MSP services ~~and~~across ~~managed~~eighteen ~~service~~countries ~~provider~~across ~~services~~three ~~offered~~geographic ~~sometimes~~regions: onthe aAmericas, ~~standalone~~Asia ~~basis~~Pacific, and ~~sometimes~~Europe, asMiddle ~~part~~East, and Africa. The Energy Services segment consists of ADT, a ~~blended~~Wyoming- ~~total~~and ~~talent~~Texas-based ~~solution.~~provider ~~These~~of ~~services~~downhole ~~draw~~drilling ~~upon~~tools aand ~~combination~~services ofto ~~specialized~~the ~~recruiting~~oil and ~~project~~gas, ~~management~~geothermal, ~~competencies~~mining, toand ~~deliver~~waterwell sectors, with a ~~wide~~cost ~~range~~structure ofthat ~~solutions.~~allows ~~Hudson-employed~~most ~~professionals~~variable -costs ~~either~~to ~~individually~~be orpassed asthrough ato ~~team~~customers. -The ~~are~~Investments ~~placed~~segment ~~with~~holds ~~client~~and ~~organizations~~manages ~~for~~certain acorporate-owned ~~defined~~real ~~period~~estate ofassets ~~time~~and ~~based~~investments onin ~~specific~~a ~~business~~limited ~~needs~~number of ~~the~~publicly ~~client~~traded and private companies.

~~For~~Our reportable segments are based upon our internal organizational structure, the ~~year~~manner ~~ended~~in ~~December~~which 31our operations are managed, ~~2024~~the criteria used by our Chief Executive Officer (Chief Operating Decision Maker or "CODM") to evaluate segment performance, the ~~amounts~~availability of separate financial information, and ~~percentages~~overall ofmateriality ~~the~~considerations. ~~Company’s~~See ~~total~~Note ~~revenue~~17. ~~from~~Segments, within the ~~core~~notes ~~service~~to ~~offerings~~our ~~were~~accompanying asconsolidated ~~follows:~~financial statements.

	Revenue
$ in thousands	Amount		Percentage
RPO	$	67,993	48.5	%
Contracting	72,063		51.5	%
Total	$	140,056	100.0	%

We continue to explore strategic alternatives to maximize value for the Company’s stockholders, including, without limitation, improving the market position and profitability of our services and enhancing our valuation. We may pursue these objectives through organic growth, strategic initiatives, or other alternatives.

In addition, we will continue to monitor capital markets for opportunities to repurchase shares and consider other actions designed to enhance stockholder value. From time to time, we also review potential acquisition or business combination opportunities and may provide information to third parties regarding potential dispositions of assets or business lines.

- 2 -

Clients

The Company’s ~~clientele~~serves ~~includes~~a diverse client base across multiple industries through its operating segments, including construction, energy, and global talent solutions, with customers that include mid-to-large~~-cap~~ multinational corporations, commercial contractors, energy companies, and government agencies. For ~~each of~~ the years ended December 31, ~~2024~~2025 and ~~2023~~2024, ~~over~~approximately 73% and 85% of ~~the Company’s~~ revenue, respectively, was generated by its top 25 clients. ~~Three~~In ~~clients~~2025, one client accounted for ~~an aggregate of 46~~23% of revenue, while in 2024, ~~and~~three ~~two~~ clients accounted for an aggregate of 5046% of revenue. inAs ~~2023.~~of ~~One~~December ~~client~~31, ~~accounted~~2025 ~~for~~and ~~20%~~2024, orone ~~greater~~client ofrepresented ~~accounts~~approximately ~~receivable~~14% asand 24% of ~~December~~accounts 31receivable, ~~2024 and 2023~~respectively. Our business is dependent upon the continuation of these business relationships as well as new client development. As part of our client retention and renewal strategy, we continue to develop and foster long-term relationships, and have been successful in retaining and negotiating multi-year (three to five year) contracts with most of our key partners.

~~Market~~ Competition

The markets for ~~the~~our ~~Company’s~~Business ~~services~~Services, Energy Services, and ~~products~~Building Solutions segments are highly competitive. ~~There~~and, ~~are~~in ~~few~~certain cases, characterized by limited barriers to entry and market fragmentation. Competition is based on factors such as industry expertise, soproduct ~~new~~and ~~entrants~~service ~~occur~~quality, ~~frequently~~geographic reach, ~~resulting~~operational inscale, ~~considerable~~pricing, ~~market~~and ~~fragmentation~~the ability to efficiently execute and deliver projects. ~~Companies~~In inour ~~this~~Energy ~~industry~~Services ~~compete~~segment, ~~based~~demand onis aclosely ~~number~~tied ofto ~~parameters~~oil ~~including~~prices, ~~degree~~as customer drilling activity and ~~quality~~capital ofspending ~~candidate~~are ~~and~~influenced ~~position~~by ~~knowledge,~~prevailing ~~industry~~market ~~expertise,~~conditions. ~~global~~In ~~presence~~our Building Solutions segment, ~~scalability~~activity levels are influenced by broader construction trends, ~~service~~interest ~~quality~~rates, and ~~efficiency~~access into ~~completing~~project ~~assignments~~financing. ~~Typically,~~Companies ~~companies~~ with greater ~~strength~~scale, oroperational ~~scale~~efficiencies, inand ~~these~~differentiated ~~areas~~capabilities ~~generate~~may ~~higher~~achieve competitive advantages and improved margins across these markets.

~~Growth~~Intellectual ~~Strategy~~Property

WeIntellectual ~~focus~~property ~~on organically growing our RPO business, reducing overhead expenses as a percentage of revenue, and pursuing acquisition opportunities. We target driving organic growth~~ in ~~RPO by investing in people and technology, as well as sales and marketing, to leverage~~ our ~~existing~~businesses ~~strong~~primarily ~~reputation~~consists in the market. We are investigating acquisition opportunities to expand capabilities and capacity and utilize our net operating losses. We continue to explore all strategic alternatives to maximize value for stockholders, including without limitation, improving the market position and profitability of ~~our~~trademarks ~~services in the marketplace, and enhancing our valuation~~held. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. We will also continue to monitor capital markets for opportunities to repurchase shares and consider other actions designed to enhance stockholder value, as well as review information regarding potential acquisitions and provide information to third parties, from time to time.

~~Human Capital Resources~~Patents

~~The~~We ~~Company’s~~do ~~success~~not ~~significantly~~hold ~~depends~~any ~~upon~~patents ~~its~~within ~~workforce.~~our ~~The Company employs approximately 980 people worldwide, including approximately 100 employees in the United States (“U~~businesses.S.”) and 880 employees internationally. Hudson is dedicated to acquiring, investing in, and retaining top talent. Hudson RPO’s global and regional employees have vast training and expertise across human capital solutions. Specifically, of the Company’s employees, approximately 890 are client-facing consultants who sell and deliver the Company’s RPO services to its existing client base. The Company’s consultant population has deep expertise in specific functional areas and industry sectors, and provides broad-based recruitment and solution services based on the needs of each client on a regional and global basis.

~~Our~~Raw well-being program, Thrive, provides the framework to support our employees’ physical, mental and financial health and well-being in addition to providing our line managers with the guidance needed to support their teams. Our regional well-being champions rolled out a variety of initiatives aimed at raising awareness and encouraging employees to look after their health and well-being. Our employee assistance programs offer additional support and information to our staff and a range of additional training modules were rolled out focusing on topics such as mental health awareness, health and wellness in the workplace, and keeping remote teams connected.Materials

~~All~~Building ~~our employees play an important part in contributing to and shaping our culture~~Solutions. We have taken actions to enhance our employees’ experience working for the Company through the implementation of a continuous performance management framework in order to drive employees’ performance, development, and engagement.

~~Employees~~KBS, ~~have~~EBGL ~~access~~and toTT aoperate ~~range~~in ofthe ~~training courses, including courses on anti~~wood-~~harassment,~~based ~~discrimination,~~construction ~~and unconscious bias~~market. ~~eLearning~~ isThe anprimary ~~integral~~raw ~~part~~materials ofused ~~the~~in ~~continuous~~their ~~development~~production ~~journey~~processes ~~that~~include wedimensional ~~offer~~lumber, tomainly ~~all~~spruce-pine-fir, ~~our~~and ~~employees.~~sheathing/sheet ~~Through~~goods ~~our~~(OSB ~~long-term~~and ~~partnership~~plywood). ~~with~~The ~~one~~majority of ~~the~~underlying ~~leading~~raw ~~eLearning~~material ~~providers~~for KBS, ~~our~~EBGL, ~~employees have access to an extensive range of hiring~~ and ~~talent~~TT ~~management~~are ~~content~~sourced ~~delivered~~ by ~~industry~~wholesalers ~~experts~~ and ~~renowned~~mills ~~thought~~in ~~leaders.~~the ~~Our~~United ~~eLearning~~States, ~~courses~~though ~~include~~from ~~over~~time ~~200~~to ~~hours~~time oflimited ~~learning~~quantities ~~modules,~~are ~~including~~also ~~over~~sourced 20from ~~modules specifically on diversity~~Canada. ~~Tailored~~These ~~learning~~businesses ~~programs,~~depend inon ~~which~~the ~~diversity~~reliability ~~forms~~of athe ~~cornerstone,~~lumber ~~have~~supply ~~been~~chain ~~created~~and ~~for all client-facing roles. Our employees~~ are ~~encouraged~~sensitive to ~~participate~~varying indegrees ~~these learning modules and~~ to ~~complete~~wood-based acommodity ~~minimum~~price ~~of 30 minutes of learning each week~~fluctuations.

Raw materials are not material to the operations of the Company’s other business segments.

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Manufacturing

Building Solutions.

KBS began manufacturing single family homes in 2001 and commercial modular multi-family housing units in 2008. In subsequent years, KBS expanded its product offerings to include a variety of commercial-scale multi-family buildings including apartments, condominiums, townhouses, and dormitories. The structures are built inside our climate-controlled factories and are then transported to the site where they are set, assembled, and secured to the foundation. Electrical, plumbing, and HVAC systems are inspected and tested in the factory prior to transportation to the site to ensure the modules meet all local building codes and quality requirements.

Modular construction has gained acceptance and is a preferred building method by many architects and general contractors. The advantages of modular construction include: modules are constructed in a climate-controlled environment; weather conditions usually do not interrupt or delay construction; the building is protected from weather, reducing the risk of mold or other materials damage due to materials absorbing moisture from rain or snow; reduced site work; improved safety and security; reduced vandalism and attrition; and a significant reduction in overall project time. Manufacturing is not material to the operations of the Company’s other business segments.

EBGL consists of two separate companies (EdgeBuilder and Glenbrook) operating in tandem with a common management team. EdgeBuilder manufactures wall panels and permanent wood foundations in a climate-controlled factory, then transports the panels to the construction site via flat-bed trucks. The panels are typically unloaded by crane and erected, or assembled, on site by professional framing contractors. Panelized construction, especially in large-scale, multi-unit projects, is becoming increasingly popular due to the heightened demand for construction labor. Additionally, because the wall panels are constructed in a controlled indoor environment, waste, weather-related delays, and mistakes are minimized. This shaves weeks off large, multi-unit construction schedules.

Glenbrook, as a retailer of professional building products, is not directly involved in manufacturing but does often sell and ship product in tandem with EdgeBuilder wall panel deliveries. As the International Building Code® continues to evolve, KBS and EBGL, along with our professional partners in the industry, meet code changes with innovative products and a dedicated staff to ensure adherent builds.

TT started operations in 2003 and has been manufacturing glue-laminated (glulam) wood columns and beams for post frame builders since that time. Timber Technologies products include treated and untreated columns for sidewalls and end walls in post frame buildings, glue-laminated headers and beams, and architectural grade beams for high-end commercial structures.

Human Capital Resources

The Company’s success significantly depends upon its workforce. The Company employs approximately 1,200 people worldwide, of which approximately 950 employees are within its Business Services segment, including approximately 110 employees in the United States (“U.S.”) and 840 employees internationally. The Company is dedicated to acquiring, investing in, and retaining top talent. Business Services global and regional employees have vast training and expertise across human capital solutions. Specifically, of the Company’s Business Services employees, approximately 870 are client-facing consultants who sell and deliver talent solutions services to its existing client base. The Company’s consultant population has deep expertise in specific functional areas and industry sectors, and provides broad-based recruitment and solution services based on the needs of each client on a regional and global basis.

The Company has a total of 245 employees in its Building Services and Energy Services segments, of which 162 were employed in manufacturing, 17 in operational roles, 37 in general and administrative functions, and 29 in marketing and sales. All of our 245 employees are full-time employees. All positions are in the United States. We also utilize varying amounts of temporary workers as necessary to fulfill customer requirements.

Our regional well-being programs are rolling out a variety of initiatives aimed at raising awareness and encouraging employees to look after their health and well-being. Our employee assistance programs offer additional support and information to our staff and a range of additional training modules were rolled out focusing on topics such as mental health awareness, health and wellness in the workplace, and keeping remote teams connected.

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Employees have access to a range of training courses, including courses on anti-harassment, discrimination, and unconscious bias. eLearning is an integral part of the continuous development journey that we offer. We have access to over 200 hours of learning modules.

All our employees play an important part in contributing to and shaping our culture. We have taken actions to enhance our employees’ experience working for the Company through the implementation of a continuous performance management framework in order to drive employees’ performance, development, and engagement. We have policies to prevent discrimination based on gender, race, disability, ethnicity, nationality, religion, and other classes of persons, recognized within the varied regions we work. We take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. We also take affirmative action to employ and advance veterans in employment. We have not experienced any abnormal work stoppages and consider our employee relations to be good.

Segment and Geographic Data

Financial information concerning the Company’s reportable segments and geographic areas of operation is included in Note 17 of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K (this “Form 10-K”).

Available Information

We ~~maintain~~file aelectronically ~~website~~ with the ~~address www.hudsonrpo.com. We are not including the information contained on our website as part of~~SEC, ~~or incorporating it by reference into, this Form 10-K. Through~~ our ~~website, we make available free of charge our~~ annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, ~~and~~pursuant ~~other~~to ~~reports~~Section ~~and~~13(a) ~~amendments~~or to15(d) ~~these~~of ~~reports~~the ~~that~~Securities weExchange ~~file~~Act ~~with~~of or1934 ~~furnish~~(“Exchange toAct”). ~~the~~The ~~Securities~~SEC ~~and~~maintains ~~Exchange~~a ~~Commission~~website (~~“SEC”~~www.sec.gov), inwhich acontains ~~timely~~reports, ~~manner~~proxy ~~after~~and weinformation ~~provide~~statements, ~~them~~and other information regarding issuers that file electronically with the SEC.

The Company’s annual reports on Form 10-K, 4quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on our website (www.starequity.com) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Such reports will remain available on our website for at least 12 months and are also available free of charge by written request or by contacting Star Equity at (203) 489-9500 or our third-party Investor Relations representative at (212) 836-9611.

The contents of our website or any other website are not incorporated by reference into this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

The following risk factors and other information included in this Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, results of operations, and cash flows could be materially adversely affected.

~~Our~~Risks ~~operations~~Related ~~will~~to beOur ~~affected~~Business byand ~~global economic fluctuations.~~Industry

~~Clients’~~Our ~~demand~~business ~~for~~is ~~our~~sensitive ~~services~~to ~~may~~global ~~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~~fluctuations, ~~have~~including ~~caused significant economic~~inflation, ~~market,~~interest ~~political~~rates, and ~~regulatory~~geopolitical uncertainty ~~in some of the Company’s markets. In addition~~, ~~the~~which ~~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~~adversely ~~expenses~~affect ~~during~~our ~~economic downturns due to some overhead~~ costs, ~~that are fixed in the short-term. As a result~~profitability, weand ~~may face increased pricing pressures during these periods~~liquidity.

Our ~~clients’~~operations ~~demands for RPO~~ and ~~contracting~~results ~~services~~of ~~largely~~operations ~~depend~~are onaffected ~~the~~by ~~market~~global economic conditions ~~and~~in the ~~strength of the labor~~ markets in ~~the~~which ~~countries where~~ we operate. InClients’ ~~the~~demand ~~second~~for ~~half~~our ofBuilding ~~2024~~Solutions, ~~the~~Business ~~market~~Services, ~~conditions~~and ~~were~~Energy ~~more~~Services ~~challenging~~may ~~than~~fluctuate ~~anticipated~~widely ~~due~~in response to ~~persistent~~changes ~~inflation~~in ~~and~~economic ~~elevated interest rates~~conditions, ~~and~~including ~~decreased~~slower ~~demand~~employment ~~for~~growth, ~~labor~~reductions in ~~certain~~hiring, ~~markets.~~reduced Inlabor ~~addition~~demand, inreduced ~~connection~~demand ~~with~~for ~~the~~construction ~~challenging~~products ~~business~~and ~~environment~~materials, ~~some~~reduced ofdemand ~~our~~for ~~customers~~oil ~~have~~producing ~~reduced demand~~equipment, and ~~certain~~overall ~~other~~economic ~~customers~~uncertainty. ~~have~~In ~~eliminated~~particular, ~~our~~demand ~~services~~for onour aRPO ~~temporary~~and orcontracting ~~permanent~~services ~~basis.~~is ~~While~~closely wetied ~~believe~~to ~~that~~labor market conditions ~~will~~and ~~continue~~workforce toexpansion beby ~~challenging~~our inclients. ~~2025~~Periods of slower employment growth, wehiring ~~cannot~~freezes, ~~predict~~or ~~market~~workforce ~~conditions~~reductions ~~with~~may ~~any~~directly ~~certainty.~~reduce demand for these services.

~~The~~Geopolitical ~~pricing~~events, ~~pressures~~including ~~and~~political ~~global~~divisions, ~~economic fluctuations are not limited to~~ the ~~periods~~war ~~of geopolitical events. Higher than expected inflation~~ in ~~most markets and elevated interest rates~~Ukraine, ~~have~~the ~~led~~war toin ~~significant market disruption~~Iran, ~~including~~other ~~further~~conflicts ~~wage~~in ~~inflation,~~the ~~increased~~Middle ~~operating costs~~East, ~~staffing~~U.S./China ~~challenges,~~trade ~~reduced consumer confidence~~tensions, and ~~limited~~the ~~capital~~use ~~market~~or ~~accessibility~~threatened ~~that~~use ~~impact~~of ~~our~~tariffs, ~~business. The~~have ~~inflationary~~contributed ~~environment and related interest rate impacts continue~~ to ~~have~~economic, ~~a significant adverse impact on the economy and~~ market, ~~conditions.~~political, ~~These factors may impact labor markets~~ and ~~the~~regulatory ~~demand~~uncertainty ~~for~~in ~~workforce,~~certain ~~available~~of ~~borrowing~~our ~~capacity, cash flow protection, and more~~markets. AsGlobal aconcerns ~~result,~~such ~~our~~as ~~business~~pandemics, ~~financial condition~~wars, ~~and~~or ~~results~~other sources of ~~operations~~instability may ~~be negatively affected.~~

We may not be able to successfully execute our strategic initiatives or meet our long-term financial goals.

We have been engaged in strategic initiatives to maximize long-term stockholder value, to improve our cost structure and efficiency, and to increase our selling efforts and the development of new business, as well as to consider potential additional businesses that we believe could be beneficial and create value for our stockholders. We cannot provide any assurance that we will be able to successfully execute these or other strategic initiatives or that we will be able to execute these initiatives on our expected timetable. We may not be successful in refocusing our core business and obtaining operational efficiencies or replacing revenues lost as a result of these strategic initiatives.

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.

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~~Our~~also ~~profitability~~result ~~and~~in ~~growth~~social, ~~depend~~economic, onand ~~the~~labor ~~success~~disruption, ofnegatively ~~our~~impacting ~~global~~customer ~~RPO business~~demand, ~~which~~supply ischains, ~~subject~~labor tomarkets, ~~a variety of business risks~~ and ~~uncertainties.~~financial markets.

WeIn ~~are~~recent ~~focused~~periods, onglobal ~~our~~economic ~~global~~conditions ~~RPO~~have ~~business~~included elevated inflation, rising or sustained high interest rates, currency volatility, and increased economic uncertainty. ~~Any~~Inflationary ~~evaluation~~pressures ofhave increased our ~~RPO~~costs ~~business~~for labor, raw materials, transportation, and other inputs, and have also contributed to wage inflation and increased operating costs across our ~~prospects~~business. ~~must~~In an inflationary environment, we may be ~~considered~~unable into ~~light~~increase ofprices ~~the~~at ~~risks~~a rate sufficient to offset these higher costs, which could adversely affect our margins, profitability, and ~~uncertainties~~cash ~~stated~~flows. ~~above~~Higher interest rates may also increase our borrowing costs, asreduce ~~well~~client asspending, ~~the~~and ~~following:~~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 ~~ability~~short toterm, ~~maintain~~adverse economic conditions may have a disproportionate impact on our ~~relationships~~financial ~~with~~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 ~~existing~~business, ~~clients;~~financial condition, results of operations, and cash flows.

•Our operating results may be adversely affected by changes in the ~~ability~~cost toand ~~attract~~availability ~~new~~of ~~clients;~~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 ~~ability~~cost toand ~~maintain~~availability orof ~~generate~~raw materials, commodities, and equipment used in the ~~amount~~manufacture, sale, or leasing of ~~cash~~our ~~required~~products. Many of the commodities and materials we use are imported or exported, and their prices and availability may fluctuate significantly due to ~~operate~~changes in global supply and demand, transportation costs, energy prices, and conditions in the ~~RPO~~financial ~~business~~and housing markets.

IfTrade 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 ~~are~~use become subject to tariffs or similar measures, our procurement costs could increase and market availability could be constrained. We may be unable to ~~address~~recover ~~these~~such ~~risks~~increased costs from customers without adversely affecting demand, which could materially adversely affect our ~~business~~margins, results of operations, financial condition, and ~~prospects~~cash flows. In addition, disruptions in global trade may negatively impact our customers, which could ~~suffer~~reduce demand for our products and services.

~~Our~~Certain ~~revenues~~of ~~fluctuate~~our ~~from~~operating ~~quarter~~companies torely ~~quarter;~~heavily noon ~~single~~specific ~~quarter~~materials, isincluding ~~predictive~~dimensional lumber and wood sheet products such as plywood and oriented strand board, the prices of ~~future~~which ~~periods’~~are ~~results~~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.

~~Our~~If ~~revenues~~we ~~fluctuate~~are ~~quarter~~unable to ~~quarter~~pass ~~primarily~~increased ~~due~~material, tocommodity, ~~the~~transportation, ~~vacation~~or ~~periods~~equipment ~~during~~costs ~~the~~through ~~first~~to ~~quarter~~customers, inor ~~the~~if ~~Asia~~reduced ~~Pacific~~availability ~~region~~of ~~and~~materials ~~the~~limits ~~third~~our ~~quarter~~ability into ~~the~~meet ~~Americas~~customer demand, our revenues, earnings, and ~~EMEA~~cash ~~regions.~~flows ~~Demand~~could ~~for~~be ~~our~~adversely ~~services~~affected. isThese ~~typically~~risks ~~lower~~may ~~during~~be ~~traditional~~exacerbated ~~vacation~~during periods ~~when~~of ~~clients~~economic ~~and~~uncertainty ~~candidates~~or ~~are~~volatility onin ~~vacation~~global trade and commodity markets.

Our business isdepends ~~highly~~on ~~dependent~~uninterrupted ~~upon~~service ~~our~~to largest customers, and the loss of any of those customers, or any material reduction in our business with those customers, could materially and adversely affect our financial condition and results of operationsclients.

~~For~~Our ~~each~~operations ofdepend ~~the~~on ~~years~~our ~~ended~~ability ~~December~~to ~~31,~~protect ~~2024~~our ~~and~~facilities, ~~2023~~inventory, ~~over~~materials, ~~85%~~machinery, oftransportation, ~~the~~computer ~~Company’s~~and ~~revenue~~telecommunication ~~was~~equipment, ~~generated~~and bysoftware ~~its~~systems ~~top~~against 25damage ~~clients.~~or ~~Three~~interruption ~~clients~~from ~~accounted~~fire, ~~for~~power anloss, ~~aggregate~~cyber-attacks, ofsabotage, ~~46%~~telecommunications ofinterruption, ~~revenue~~weather inconditions, ~~2024~~natural disasters, and ~~two~~other ~~clients~~similar ~~accounted~~events. ~~for~~Additionally, ansevere ~~aggregate~~weather ofcan ~~50%~~cause ofour ~~revenue~~employees inor ~~2023.~~contractors ~~One~~to ~~client~~miss ~~accounted~~work ~~for~~and ~~20%~~interrupt ordelivery ~~greater~~ of ~~accounts~~our ~~receivable~~service asand ~~of December 31~~products, ~~2024~~potentially ~~and~~resulting ~~2023.~~in ~~Our~~a ~~business~~loss ~~is dependent upon the continuation~~ of ~~these business relationships as well as new client development~~revenue. ~~The~~While ~~loss~~interruptions of these ~~customers~~types orthat ~~any~~have ~~material~~occurred ~~reduction~~ in the ~~amount~~past ofhave ~~business~~not wecaused ~~conduct~~material ~~with these customers~~disruption, orit ~~any~~is ~~material~~not ~~adverse~~possible ~~change~~to inpredict the ~~financial~~type, ~~condition of such customers~~severity, ~~could~~or ~~materially~~frequency ~~and adversely affect our financial condition and results~~ of ~~operations.~~interruptions Ifin wethe ~~are~~future ~~unable to replace such revenue from existing~~ or ~~new~~their ~~customers,~~impact ~~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 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.

Our RPO business is significantly affected by our clients’ hiring needs and their views of their future prospects. Clients may, on very short notice, terminate, reduce, or postpone their recruiting assignments with us and, therefore, affect ~~demand for our services. This could have a material adverse effect on our business, financial condition, and results of operations.~~

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demand for our services. This could have a material adverse effect on our business, financial condition, and results of operations.

In addition, many of our larger clients run regular bid processes for their RPO requirements, requiring us to compete for new opportunities with existing clients. Even if our client relationships remain strong, we are repeatedly subject to open bid processes for new business or prior to the renewal of existing business. If we fail to meet the criteria set by our clients for new opportunities or for the renewal of existing services that we provide, or if our competitors are able to offer comparable service levels at reduced cost, our business may suffer.

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.

We may not be able to successfully execute our strategic initiatives or meet our long-term financial goals.

Our quarterly and annual financial results and revenue are difficult to predict and are likely to fluctuate from period to period; 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.

The 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 growth strategy includes acquisitions and dispositions, but we may not realize the anticipated benefits of these transactions, which could adversely affect our business, financial condition, and results of operations.

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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.

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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.

Our markets are highly competitive.

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 include, with respect to our segments, as follows: (i) For our Business Services segment, other executive search firms and professional search, staffing, and consulting 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 markets in 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 6to -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.

~~recruitment~~Many ~~outsourcing~~of ~~market.~~our Weexpenses, ~~cannot~~particularly ~~provide~~those ~~assurance~~relating ~~that~~to ~~existing or future competitors will not develop or offer services that provide significant performance~~properties, ~~price,~~capital ~~creative~~equipment, orand ~~other~~certain ~~advantages~~manufacturing ~~over~~overhead ~~our services. In addition~~items, weand ~~believe~~labor ~~that,~~costs ~~with~~are ~~continuing~~fixed ~~development~~in ~~of information technology,~~ the ~~industries~~short interm. ~~which~~Within wethe ~~compete~~Building ~~may~~Solutions ~~attract~~and ~~new~~Energy ~~competitors. Specifically,~~Solutions ~~the~~segments ~~increased~~Reduced ~~use~~demand offor ~~web-based~~products and ~~mobile~~services ~~technology~~causes ~~may~~fixed ~~attract~~production ~~technology-oriented~~costs ~~companies~~ to ~~the recruitment industry. We cannot provide assurance that we will~~ be ~~able~~allocated toacross ~~continue~~reduced toproduction ~~compete~~volumes, ~~effectively~~which ~~against~~may ~~existing~~adversely oraffect ~~future~~gross ~~competitors.~~margins ~~Any of these events could have a material adverse effect on our business, financial condition,~~ and ~~results of operations~~profitability.

If we are unable to maintain costs at an acceptable level, our operations could be adversely impacted.

- 9 -

Our ability to reduce costs in line with our revenues is important for the improvement of our profitability. Efforts to improve our efficiency could be affected by several factors including turnover, client demands, market conditions, continued increases in inflation, changes in laws, and availability of talent. If we fail to realize the expected benefits of these cost reduction initiatives, this could have an adverse effect on our financial condition and results of operations.

We have had periods of negative cash flows and operating losses that may recur in the future.

We have experienced negative cash flows and reported operating and net losses in previous years. We cannot provide any assurance that we will have positive cash flows or operating profitability in the future, particularly to the extent the global economy slows down or enters recession, or inflation increases. If our revenue declines or if operating expenses exceed our expectations, we may not be profitable and may not generate positive operating cash flows.

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

Our credit facilities may restrict our operating flexibility in the future.

~~The~~All ~~Company’s~~our ~~Australian~~businesses ~~subsidiary~~in ~~(“Australian~~the ~~Borrower”)~~Building ~~entered~~Solutions ~~into~~and anEnergy ~~invoice~~Solutions ~~finance~~segments ~~credit~~are ~~facility~~supported ~~agreement~~by ~~(the~~credited ~~“NAB~~facilities. ~~Facility~~See ~~Agreement”)~~Note ~~with~~9 ~~National~~– ~~Australia~~Debt ~~Bank Limited (“NAB”). The ability~~ to ~~borrow under~~ the ~~NAB~~consolidated ~~Facility~~financial ~~Agreement~~statements isincluded ~~limited~~in toPart aII, ~~percentage~~Item of8 ~~eligible trade receivables up to a maximum~~ of ~~4 million Australian dollars. Borrowings under~~ this ~~facility~~Form ~~are secured by substantially all of the assets of the Australian Borrower~~10-K. ~~As of December 31, 2024, there were no amounts outstanding under the NAB Facility Agreement.~~

OnWe ~~May~~may ~~25,~~enter ~~2022,~~into ~~Hudson~~additional ~~Global~~credit ~~Resources~~facilities ~~(Singapore)~~in ~~Pte.~~the ~~Ltd.~~future ~~(“Singapore~~that ~~Borrower”),~~contain ~~which~~various ~~the~~restrictions ~~Company~~and ~~acquired~~covenants onthat ~~October~~restrict ~~31,~~our ~~2023,~~operating ~~and~~flexibility ~~the~~including ~~Hong~~borrowings ~~Kong~~limited ~~and~~to ~~Shanghai~~eligible ~~Banking~~receivables; ~~Corporation~~lenders’ ~~Limited~~ability ~~(“HSBC”)~~to impose restrictions, ~~entered~~such ~~into~~as anpayroll ~~invoice~~or ~~finance~~other ~~credit~~reserves; ~~facility~~limitations ~~agreement~~on ~~(the~~payments ~~“HSBC~~of ~~Facility~~dividends ~~Agreement”). The~~by ~~HSBC~~our ~~Facility~~subsidiaries ~~Agreement~~to ~~allowed~~us, ~~the~~which ~~Singapore~~may ~~Borrower~~restrict toour ~~borrow~~ability ~~funds~~to uppay dividends to aour ~~maximum~~stockholders; ofrestrictions 1on ~~million~~our ~~Singapore~~ability ~~dollars~~to make additional borrowings, ~~based~~or onto aconsolidate, ~~percentage~~merge, ofor ~~eligible~~otherwise ~~trade~~fundamentally ~~receivables.~~change ~~The~~our ~~Company~~ownership; ~~terminated~~limitations ~~the~~on ~~HSBC~~capital ~~Facility~~expenditures, ~~Agreement~~investments, indispositions ~~May~~of ~~2024.~~assets, Asguarantees of ~~December 31~~indebtedness, ~~2024~~permitted acquisitions, ~~there~~and ~~were~~repurchases noof ~~amounts~~stock; ~~outstanding~~and ~~under~~limitations ~~the~~on ~~HSBC~~certain ~~Facility~~intercompany ~~Agreement.~~payments of expenses, interest, and dividends.

We may enter into additional credit facilities in the future that contain various restrictions and covenants that restrict our operating flexibility including:

•borrowings limited to eligible receivables;

•lenders’ ability to impose restrictions, such as payroll or other reserves;

•limitations on payments of dividends by our subsidiaries to us, which may restrict our ability to pay dividends to our stockholders;

•restrictions on our ability to make additional borrowings, or to consolidate, merge, or otherwise fundamentally change our ownership;

•limitations on capital expenditures, investments, dispositions of assets, guarantees of indebtedness, permitted acquisitions, and repurchases of stock; and

•limitations on certain intercompany payments of expenses, interest, and dividends.

These restrictions and covenants could have adverse consequences for investors, including restrictions on our ability to incur additional debt financing for future working capital or capital expenditures, a lesser ability for us to take advantage of significant business opportunities, such as acquisition opportunities, the potential need for us to undertake equity transactions, which may dilute the ownership of existing investors, and our inability to react to market conditions by selling lesser-performing assets. In addition, our payment of principal and interest on any future indebtedness would reduce our cash available for operations.

In addition, a default, amendment, or waiver toin any of our ~~NAB~~debt ~~Facility~~facilities ~~Agreement~~or lending arrangements or a future agreement to avoid a default may result in higher rates of interest and could impact our ability to obtain additional borrowings. Finally, debt incurred under ~~the~~some ~~NAB~~of ~~Facility~~our ~~Agreement~~debt ~~bears~~facilitates ~~interest~~have ata ~~the~~ variable ~~receivable finance indicator~~ rate, ~~plus~~which amay ~~margin~~fluctuate ~~of 1~~upward.~~60%~~ ~~per annum.~~ Any increase in interest expense could reduce the funds available for operations.

-In 7addition, -many of the credit facilities are guaranteed by the Company, an event of default wherein a guaranty exists could impact the financial condition or other operations, and the credit facilities of those other businesses that have no or a different lending facility.

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.

- 10 -

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. If we are unable to meet our debt obligations or fund our other liquidity needs, we may need to restructure or refinance all or a portion of our indebtedness on or before maturity or sell certain of our assets. We cannot assure you that we will be able to restructure or refinance any of our indebtedness on commercially reasonable terms, if at all, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

Certain of our historical credit facilities have been based on eligible accounts receivable or inventory and may include lender‑imposed reserves, borrowing base limitations, and restrictions on intercompany payments or dividends. Amendments, waivers, or defaults under such facilities could result in increased borrowing costs, additional restrictions on operations, or reduced liquidity, which could materially adversely affect our business and financial condition.

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

Any indebtedness we incur in the future could have important consequences for us and our stockholders. Our indebtedness could: increase our vulnerability to adverse economic and competitive pressures in our industry; place us at a competitive disadvantage compared to our competitors that have less debt; limit our flexibility in planning for, or reacting to, changes in our business and our industry; and limit our ability to borrow additional funds on terms that are acceptable to us or at all.

Other Risks Related to Our Business

Our investment strategy subjects us to risks.

From time to time, we make investments as part of our growth plans. Investments may not perform as expected because they are dependent on a variety of factors, including our ability to effectively integrate new personnel and operations, our ability to sell new services, and our ability to retain existing or gain new clients.

We face risks related to our international operations.

We conduct direct operations in sixteen countries and face both translation and transaction risks related to foreign currency exchange. For the year ended December 31, 2024, approximately 81% of our revenue was earned outside of the U.S. Our financial results could be materially affected by a number of factors particular to international operations. These include, but are not limited to, difficulties in staffing and managing international operations, operational issues such as longer customer payment cycles and greater difficulties in collecting accounts receivable, changes in tax laws or other regulatory requirements, issues relating to uncertainties of laws and enforcement relating to the regulation and protection of intellectual property, and currency fluctuation. If we are forced to discontinue any of our international operations, we could incur material costs to close down such operations.

Regarding the foreign currency risk inherent in international operations, the results of our local operations are reported in the applicable foreign currencies and then translated into U.S. dollars at the applicable foreign currency exchange rates for inclusion in our financial statements. In addition, we generally pay operating expenses in the corresponding local currency. Because of devaluations and fluctuations in currency exchange rates or the imposition of limitations on conversion of foreign currencies into U.S. dollars, we are subject to currency translation exposure on the revenue and income of our operations in addition to economic exposure. Our consolidated U.S. dollar cash balance could be lower because a significant amount of cash is generated outside of the U.S. This risk could have a material adverse effect on our business, financial condition, and results of operations.

Additionally, our international operations may also be adversely affected by political events, trade wars, domestic or international terrorist events, hostilities or complications due to natural, nuclear, war or other disasters, including the ongoing Russian invasion of Ukraine and the conflicts in the Middle East. These or any further political or governmental developments or health concerns in the U.S. and foreign countries in which we operate could result in social, economic, and labor instability, as well as affect demand for our services. These uncertainties could have a material adverse effect on the continuity of our business and our results of operations and financial condition.

We depend on our key management personnel.

Our success depends to a significant extent on our senior management team. The loss of the services of one or more key senior management team members could have a material adverse effect on our business, financial condition, and results of operations. In addition, if one or more key employees join a competitor or form a competing company, the resulting loss of existing or potential clients could have a material adverse effect on our business, financial condition, and results of operations. The Company also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to health concerns. Although the Company has business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective.

- 8 -

Failure to attract and retain qualified personnel, management and advisors could negatively impact our business, financial condition, and results of operations.

Our ability to implement our business objectives and serve our customers depends upon our ability to attract and retain highly skilled professionals, management and advisors who possess the skills and experience necessary to operate our business, as well as personnel who meet the staffing requirements of our clients. In addition, our ability to execute our strategy requires that we retain and recruit personnel, management and advisors with experience in our ~~RPO business~~businesses.

- 11 -

We must continually evaluate and upgrade our base of available qualified personnel to keep pace with changing client needs and emerging technologies. Competition for qualified professionals with proven skills is intense amidst the widespread U.S. labor shortage, and the demand for these individuals is expected to remain strong for the foreseeable future. There can be no assurance that qualified personnel will continue to be available to us in sufficient numbers with the current market conditions. As such, we may be required to adjust our budget to account for pressures to increase wages in order to compete for skilled personnel. If we are unable to attract the necessary qualified personnel for our clients and our business, it may have a negative impact on our business, financial condition, and results of operations.

We face risks in collecting our accounts receivable.

In virtually all of our businesses, we invoice customers after providing services and products, which creates accounts receivable. Delays or defaults in payments owed to us could have a significant adverse impact on our business, financial condition, and results of operations. Factors that could cause a delay or default include, but are not limited to, global economic conditions, business failures, and turmoil in the financial and credit markets.

In certain situations, we provide our services to clients under a contractual relationship with a third-party ~~vendor manager~~, rather than directly to the client. In those circumstances, the third-party ~~vendor manager~~ is typically responsible for aggregating billing information, collecting receivables from the client, and paying ~~staffing~~ suppliers or subcontractors once funds are received from the client. In the event that the client has paid the ~~vendor~~third-party ~~manager~~ for our services and products and we are unable to collect from the ~~vendor manager~~third-party, we may be exposed to financial losses.

IfDue weto ~~are~~the ~~unable~~nature toof ~~maintain~~the ~~costs~~work atwe anperform, ~~acceptable~~we ~~level,~~may ~~our~~be ~~operations~~subject ~~could~~to besignificant ~~adversely~~liability ~~impacted~~claims and disputes.

Our ~~ability~~operating tocompanies ~~reduce~~and ~~costs~~wholly inowned ~~line~~subsidiaries, ~~with~~particularly our ~~revenues~~building issolutions ~~important~~and ~~for~~energy ~~the~~segments, ~~improvement~~engage ofin ~~our~~services ~~profitability.~~that ~~Efforts~~can result in substantial injury or damages that may expose us to ~~improve~~legal proceedings, investigations and disputes. For example, in the ordinary course of our ~~efficiency~~business, ~~could~~we may be ~~affected~~involved byin ~~several~~legal ~~factors~~disputes ~~including~~regarding ~~turnover~~personal injury and wrongful death claims, ~~client~~employee ~~demands~~or labor disputes, ~~market~~professional ~~conditions~~liability claims, ~~continued~~and ~~increases~~general incommercial ~~inflation~~disputes, ~~changes~~as well as other claims. An unfavorable legal ruling against us or our subsidiaries could result in ~~laws~~substantial monetary damages. Although we have adopted a range of insurance, risk management, safety, and ~~availability~~risk ofavoidance ~~talent~~programs designed to reduce potential liabilities, there can be no assurance that such programs will protect us fully from all risks and liabilities. If we ~~fail~~sustain toliabilities ~~realize~~that ~~the~~exceed ~~expected~~our ~~benefits~~insurance ofcoverage ~~these~~or ~~cost~~for ~~reduction~~which ~~initiatives~~we are not insured, ~~this~~it could have ana material adverse ~~effect~~impact on our ~~financial condition and~~ results of operations and financial condition.

WeOur ~~rely~~ability ~~on our information systems, and if we lose our information processing capabilities or fail~~ to ~~further~~utilize ~~develop~~net ~~our~~operating ~~technology,~~loss ~~our~~carryforwards ~~business~~may ~~could~~ be ~~adversely affected~~limited.

Our ~~success~~ability ~~depends~~to inuse ~~large~~our ~~part~~U.S. ~~upon~~federal ~~our~~and ~~ability~~state tonet ~~store,~~operating ~~retrieve,~~loss ~~process,~~carryforwards (“NOLs”) and ~~manage~~other ~~substantial~~tax ~~amounts~~attributes ofto ~~information,~~offset ~~including~~potential ~~our~~future ~~client~~taxable income and ~~candidate~~related ~~databases.~~income Totaxes ~~achieve~~that would otherwise be due is dependent upon our ~~strategic~~generation ~~objectives~~of future taxable income, and towe ~~remain~~cannot ~~competitive~~predict with certainty when, or whether, we ~~must~~will ~~continue~~generate sufficient taxable income to ~~develop~~use ~~and~~all ~~enhance~~of our ~~information~~NOLs, ~~systems~~or other tax attributes. ~~This~~Unused ~~may~~U.S. ~~require~~federal ~~the~~NOLs ~~acquisition~~arising ofin ~~equipment~~taxable ~~and~~years ~~software~~beginning ~~and~~before ~~the~~January ~~development~~1, ~~either~~2018, ~~internally~~may orbe ~~through~~carried ~~independent~~forward ~~consultants,~~to ofthe ~~new~~earlier ~~proprietary~~of ~~software.~~the Ifnext wesubsequent ~~are~~twenty ~~unable~~tax years to ~~design,~~offset ~~develop,~~future ~~implement~~taxable income, ~~and~~if ~~utilize~~any. Under current federal tax law, U.S. federal NOLs incurred in ataxable ~~cost-effective~~years ~~manner~~beginning after December 31, ~~information~~2017, ~~systems~~can ~~that~~be ~~provide~~carried ~~the~~forward ~~capabilities~~indefinitely, ~~necessary~~but ~~for~~the usability to ~~compete~~use ~~effectively,~~such orU.S. iffederal weNOLs ~~experience~~to ~~any~~offset ~~interruption~~taxable orincome ~~loss~~in oftaxable ~~our~~years ~~information~~beginning ~~processing~~after ~~capabilities~~December 31, ~~for~~2017, ~~any~~is ~~reason,~~limited ~~this~~to ~~could~~80% ~~adversely~~of ~~affect~~taxable ~~our~~income. ~~business,~~It ~~financial~~is ~~condition,~~uncertain if and ~~results~~to ofwhat ~~operations~~extent various states will conform to current U.S. federal tax law.

~~Because~~As weof ~~operate~~December in31, ~~an international environment~~2025, we ~~are~~had ~~subject~~U.S. tofederal ~~greater~~and ~~cyber-security~~state ~~risks~~NOLs ~~and~~of ~~incidents~~approximately ~~due~~$215.4 tomillion ~~our~~which ~~broader~~may ~~and~~be ~~more~~available ~~distributed~~to ~~network~~offset ~~footprint~~future U.S. ~~Some~~federal ofincome. ~~these~~Our ~~threats~~U.S. ~~may~~federal ~~include~~and ~~attacks~~state ~~from~~NOLs ~~foreign~~incurred ~~governments.~~in ~~While~~taxable weyears ~~continue~~beginning prior to ~~employ~~January ~~resources~~1, to2018 ~~monitor~~of ~~our~~approximately ~~systems~~$183.6 ~~and~~million ~~protect~~expire ~~our~~beginning ~~infrastructure,~~in ~~any~~2026 ~~unauthorized~~while ~~access~~U.S. orfederal ~~use~~NOLs ofincurred ~~information,~~in ~~virus~~taxable oryears ~~similar~~beginning ~~breach~~after orDecember ~~disruption~~31, to2017 ~~our~~of ~~systems~~approximately ~~could~~$31.8 ~~result~~million inwill ~~disrupted~~have ~~operations,~~an ~~loss~~indefinite ofcarryforward ~~information~~period, ~~damage~~subject to ~~our~~annual ~~reputation~~limitations. ~~and~~Our ~~customer~~NOL ~~relationships,~~carryforwards ~~and~~are ~~other~~subject ~~significant~~to ~~liabilities,~~review ~~any~~and ofpossible ~~which~~adjustment ~~could~~by ~~materially~~the ~~harm~~U.S. ~~our~~federal ~~business.~~and state tax authorities.

WeIn ~~also~~addition, ~~use~~under ~~mobile~~Section ~~devices~~382 of the Internal Revenue Code of 1986, ~~social~~as ~~networking~~amended, and ~~other~~corresponding ~~online~~provisions ~~activities~~of tostate ~~connect~~law, ~~with~~if ~~our~~a ~~candidates~~corporation undergoes an “ownership change,” ~~clients~~which is generally defined as a greater than 50% change, ~~and~~by ~~business~~value, ~~partners.~~in ~~While~~its weequity ~~have~~ownership ~~implemented~~over ~~measures~~a three-year period, the corporation’s ability to ~~prevent~~use ~~security~~its ~~breaches~~pre-change net operating loss carryforwards and ~~cyber~~other ~~incidents,~~pre-change ~~our~~tax ~~measures~~attributes ~~may~~to ~~not~~offset its post-change income or taxes may be ~~effective,~~limited. ~~and~~We ~~any~~may ~~security~~experience ~~breaches~~ownership orchanges ~~cyber~~in ~~incidents~~the ~~could~~future ~~adversely~~as ~~affect~~a result of subsequent shifts in our ~~business~~stock ownership, ~~financial~~some ~~condition,~~of which may be outside of our control. If an ownership change occurs and our ability to use our net operating loss carryforwards is materially limited, it would harm our future operating results ofby ~~operations~~effectively increasing our future tax obligations.

- 912 -

Our ~~business~~goodwill ~~depends~~and onother ~~uninterrupted~~long-lived ~~service~~assets are subject to ~~clients~~potential impairment that could negatively impact our earnings.

~~Our~~A ~~operations~~significant ~~depend~~portion onof our ~~ability~~assets toconsists ~~protect~~of ~~our~~goodwill ~~facilities, computer~~ and ~~telecommunication~~other ~~equipment~~long-lived assets, ~~and~~the ~~software~~carrying ~~systems~~value ~~against~~of ~~damage~~which ormay ~~interruption~~be ~~from~~reduced ~~fire,~~if ~~power~~we ~~loss,~~determine ~~cyber-attacks,~~that ~~sabotage,~~those ~~telecommunications~~assets ~~interruption,~~are ~~weather~~impaired. ~~conditions,~~If ~~natural~~actual ~~disasters,~~results ~~and~~differ ~~other~~from ~~similar~~the ~~events.~~assumptions ~~Additionally,~~and ~~severe~~estimates ~~weather~~used ~~can~~in ~~cause~~ our ~~employees~~goodwill orand ~~contractors~~long-lived toasset ~~miss~~valuation ~~work~~calculations, ~~and~~we ~~interrupt~~could ~~delivery~~incur ofimpairment ~~our service~~charges, ~~potentially~~which ~~resulting~~could innegatively aimpact ~~loss~~our ~~of revenue~~earnings. ~~While~~See ~~interruptions~~Note of5 ~~these~~– ~~types~~Acquisitions ~~that~~to ~~have occurred in~~ the ~~past~~consolidated ~~have~~financial ~~not~~statements ~~caused~~included ~~material~~in ~~disruption,~~Part ~~it is not possible to predict the type~~II, ~~severity,~~Item or8 ~~frequency~~ of ~~interruptions~~this inForm ~~the future or their impact on our business~~10-K.

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

Risks Related to our Common Stock and Preferred Stock

The market price of our common and preferred stock may be volatile, and the value of your investment could decline significantly.

The market price of our common stock has been, and we expect it to continue to be, volatile. The prices at which our shares of common stock trade depend upon a number of factors, including our historical and anticipated operating results, our financial situation, announcements of new products by us or our competitors, history of timely dividend payments, our ability or inability to raise the additional capital we may need and the terms on which we raise it, and general market and economic conditions. Some of these factors are beyond our control. Broad market fluctuations may lower the market price of our common stock and affect the volume of trading in our stock, regardless of our financial condition, results of operations, business, or prospects. It is impossible to assure you that the market price of our shares of common stock will not fall in the future.

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.

Our common stock historically has had a low trading volume. Any significant sales of our common stock may cause volatility in our stock price. We also have registered shares of common stock that we may issue under our employee benefit plans or from our treasury stock. Accordingly, these shares can be freely sold in the public market upon issuance, subject to restrictions under the securities laws. If any of these stockholders, or other selling stockholders, cause a large number of securities to be sold in the public market without a corresponding demand, the sales could reduce the trading price of our common stock. One or more stockholders holding a significant amount of our common stock might be able to significantly influence matters requiring approval by our stockholders, possibly including the election of directors and the approval of mergers or other business combination transactions.

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.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts publish about us or our business. We currently have two securities and industry analysts providing research coverage. In the event that any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our operating results fail to meet the expectations of analysts, the price of our securities would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our securities to decline.

- 13 -

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

Unless full cumulative dividends on our Preferred Stock have been, or contemporaneously are, declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than a dividend in shares of Common Stock or other shares of stock ranking junior to the Series A Preferred Stock (as to dividends and upon liquidation) may be declared and paid or declared and set apart for payment on our Common Stock, nor may any shares of Common Stock be redeemed, purchased or otherwise acquired for any consideration by us. To the extent dividends are not paid on our Preferred Stock, cumulative dividends accrue as part of the liquidation value of our Preferred Stock, which has a liquidation value of $10.00 per share at issuance. Dividends on our Preferred Stock are payable out of amounts legally available therefor at a rate equal to 10.0% per annum per $10.00 of stated liquidation preference per share, or $1.00 per share of our Preferred Stock per year. Dividends on our Preferred Stock are only payable in cash. As of December 31, 2025, there were 2,370 shares of our Series A Preferred Stock outstanding, and all cumulative dividends due pursuant to its terms have been paid.

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

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

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.

Our total stockholders’ equity may decline from time to time. There can be no assurance that, even if our revenue increases, our future operations will result in net income attributable to common stockholders. Our failure to increase our revenues or improve our gross margins will harm our business. We may not be able to sustain or increase profitability on a quarterly or annual basis in the future. If our revenues grow more slowly than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations, our operating results will suffer. The prices we charge for our products and services may decrease, which would reduce our revenues and harm our business. If we are unable to sell our products at acceptable prices relative to our costs, or if we fail to develop and introduce on a timely basis new products from which we can derive additional revenues, our financial results will suffer.

Regulatory and Compliance Risks

We face risks related to our international operations.

Our Business Services segment conducts direct operations in sixteen countries and face both translation and transaction risks related to foreign currency exchange. For the year ended December 31, 2025, approximately 80% of our Business Services segment revenue was earned outside of the U.S. Our financial results could be materially affected by a number of factors particular to international operations. These include, but are not limited to, difficulties in staffing and managing international operations, operational issues such as longer customer payment cycles and greater difficulties in collecting accounts receivable, changes in tax laws or other regulatory requirements, issues relating to uncertainties of laws and enforcement relating to the regulation and protection of intellectual property, and currency fluctuation. If we are forced, or determine, to discontinue or restructure any of our international operations, we could incur material costs to close down such operations, which could adversely affect our results of operations and financial condition.

- 14 -

is generated outside of the U.S. This risk could have a material adverse effect on our business, financial condition, and results of operations.

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

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

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

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

We may be exposed to employment-related claims, legal liability, and costs from clients, employees, and regulatory authorities that could adversely affect our business, financial condition, or results of operations, and our insurance coverage may not cover all of our potential liability.

We are in the business of employing people and placing them in the workplaces of our businesses and other businesses. Risks relating to these activities include: claims of misconduct or negligence on the part of our employees; claims by our employees of discrimination or harassment directed at them, including claims relating to actions of our clients; claims related to the employment of illegal aliens or unlicensed personnel; claims for payment of workers’ compensation and other similar claims; claims for violations of wage and hour requirements; claims for entitlement to employee benefits; claims of errors and omissions of our temporary employees; claims by taxing authorities related to our independent contractors and the risk that such contractors could be considered employees for tax purposes; claims by candidates that we place for wrongful termination or denial of employment; claims related to our non-compliance with data protection laws, which require the consent of a candidate to transfer resumes and other data; claims related to the recruitment process; and claims by our clients relating to our employees’ misuse of client proprietary information, misappropriation of funds, other misconduct, criminal activity or similar claims. These risks may not be fully covered by insurance and could result in significant costs, reputational harm, or operational disruption.

•claims of misconduct or negligence on the part of our employees;

•claims by our employees of discrimination or harassment directed at them, including claims relating to actions of our clients;

•claims related to the employment of illegal aliens or unlicensed personnel;

•claims for payment of workers’ compensation and other similar claims;

•claims for violations of wage and hour requirements;

•claims for entitlement to employee benefits;

•claims of errors and omissions of our temporary employees;

•claims by taxing authorities related to our independent contractors and the risk that such contractors could be considered employees for tax purposes;

•claims by candidates that we place for wrongful termination or denial of employment;

•claims related to our non-compliance with data protection laws, which require the consent of a candidate to transfer resumes and other data;

•claims related to the recruitment process; and

•claims by our clients relating to our employees’ misuse of client proprietary information, misappropriation of funds, other misconduct, criminal activity or similar claims.

We may incur fines and other losses or negative publicity with respect to these problems. In addition, some or all of these claims may give rise to litigation, which could be time-consuming to our management team, costly, and could have a negative effect on our business. In some cases, we have agreed to indemnify our clients against some or all of these types of liabilities. We cannot assure that we will not experience these problems in the future, that our insurance will cover all claims, or that our insurance coverage will continue to be available at economically feasible rates.

-Our 10future -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.

~~Our~~- ~~ability~~15 ~~to utilize net operating loss carryforwards may be limited.~~-

~~The~~Our ~~Company~~future ~~has~~earnings ~~U.S.~~could ~~net~~be ~~operating~~reduced ~~loss~~if ~~carryforwards~~additional ~~(“NOLs”).~~regulatory ~~The~~requirements ~~losses~~are ~~generated~~imposed ~~prior to 2018 expire through 2037 and the losses generated~~ in ~~2018 and later years do not expire. Section 382 of~~ the ~~U.S.~~countries Internal Revenue Code imposes an annual limitation on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in ~~the~~which ~~stock~~we ~~of a corporation by greater than 50% over a three-year period~~operate. The ~~Company~~countries ~~has experienced ownership changes~~ in ~~the past. Ownership changes in our stock, some of~~ which ~~are~~we ~~outside~~operate ofmay ~~our~~create ~~control,~~additional ~~could~~regulations ~~result~~that inprohibit a limitation in our ability to use our NOLs to offset future taxable income, could cause U.S. federal income taxes to be paid earlier than otherwise would be paid if such limitation were not in effect, and could cause such NOLs to expire unused, reducing or ~~eliminating~~restrict the ~~benefit~~types of ~~such~~services ~~NOLs.~~that we currently provide;

~~There~~•impose ~~may~~new beor ~~volatility~~additional inbenefit ~~our~~requirements; ~~stock~~require ~~price.~~us to obtain additional licensing to provide building solutions, business services, energy services, or investments; impose new or additional restrictions on movements between countries;

~~The~~•increase ~~market price for our common stock has fluctuated in the past and could fluctuate substantially in the future. For example~~taxes, ~~during 2024, the market price of our common stock reported on the NASDAQ Global Select Market ranged from a high of $19.70 to a low of $11.73. Factors~~ such as ~~general~~sales ~~macroeconomic conditions adverse to workforce expansion, the announcement of variations in our quarterly financial results~~ or ~~changes~~value-added ~~in our expected financial results could cause the market price of our common stock to fluctuate significantly. Further~~taxes, ~~due~~payable ~~to the volatility of the stock market, our relatively low daily trading volume or actions~~ by ~~significant stockholders, the price of~~ our ~~common stock could fluctuate for reasons unrelated to our~~ operating ~~performance.~~companies;

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.

Our future earnings could be reduced if additional regulatory requirements are imposed in the countries in which we operate. The countries in which we operate may:

•create additional regulations that prohibit or restrict the types of employment services that we currently provide;

•impose new or additional benefit requirements;

•require us to obtain additional licensing to provide recruitment services;

•impose new or additional restrictions on movements between countries;

•increase taxes, such as sales or value-added taxes, payable by the providers of recruitment services;

•increase the number of various tax and compliance audits relating to a variety of regulations, including wage and hour laws, unemployment taxes, workers’ compensation, immigration, and income, value-added, and sales taxes; or

•revise transfer pricing laws or successfully challenge our transfer prices, which may result in higher foreign taxes or tax liabilities or double taxation of our foreign operations.

Any future regulations that make it more difficult or expensive for us to continue to provide our services may have a material adverse effect on our business, financial condition and results of operations.

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.

Our certificate of incorporation and ~~by-laws~~bylaws ~~and the Delaware General Corporation Law~~ contain ~~several~~ provisions that may make it more difficult for a third party to acquire control of us in a transaction not approved by our Board of Directors, including transactions in which stockholders might otherwise receive a premium for their shares over then -current market prices,. ~~and~~These ~~that~~provisions ~~may~~could also limit the ability of stockholders to approve transactions ~~that~~ they may deem to be in their best interests., ~~Our~~discourage ~~certificate~~bids at a premium over the market price of ~~incorporation~~our common stock, adversely affect the market price of our common stock, and ~~by-laws~~delay ~~currently~~or ~~include~~prevent ~~provisions:~~changes in incumbent management.

~~•authorizing~~For example, our certificate of incorporation and bylaws authorize our Board of Directors to issue shares of ~~our~~ preferred stock in one or more series without further ~~authorization~~stockholder approval, which could be used to deter or delay a takeover attempt. Our bylaws also require stockholders to provide advance notice of any stockholder nominations of directors or proposals for new business to be considered at stockholder meetings, and provide that vacancies on our Board of Directors may be filled by the remaining directors then in office, which may limit stockholders;’ ability to influence the composition of the Board.

-In 11addition, -as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in a business combination with an “interested stockholder” for a period of three years following the time that such stockholder becomes an interested stockholder, unless the transaction or the acquisition of stock that resulted in the stockholder becoming an interested stockholder is approved by the board of directors or specified stockholder approval requirements are satisfied. These provisions, individually or together, could deter or delay a potential acquisition, proxy contest, or other change in control, even if such a transaction might be beneficial to our stockholders.

~~•requiring~~The ~~that~~protective ~~stockholders~~amendment ~~provide~~contained ~~advance~~in ~~notice~~our Restated Certificate of ~~any~~Incorporation, ~~stockholder~~which ~~nomination~~is intended to help preserve the value of ~~directors~~certain orincome ~~any~~tax ~~new~~assets, ~~business~~primarily totax benet ~~considered~~operating atloss ~~any~~carryforwards, ~~meeting~~may ofhave ~~stockholders;~~unintended ~~and~~negative effects.

~~•providing~~Pursuant ~~that~~to ~~vacancies~~Sections on382 ~~our~~and ~~Board~~383 of ~~Directors~~the ~~will~~Code, use of our NOLs may be ~~filled~~limited by an “ownership change” as defined under Section 382 of the ~~remaining~~Code ~~directors~~and ~~then~~the Treasury Regulations thereunder. In order to protect our significant NOLs, we filed an amendment to our certificate of incorporation (the “Restated Certificate of Incorporation”) (as amended and extended, the “Protective Amendment”) with the Delaware Secretary of State on May 5, 2015. The Protective Amendment was approved by our stockholders at our 2021 Annual Meeting of Stockholders held on October 21, 2021, and further extended with the approval of our stockholders at our 2024 Annual Meeting of Stockholders held on October 10, 2024, and is in ~~office~~effect until July 31, 2027, unless further extended or it terminates pursuant to its terms.

InThe ~~addition,~~Protective ~~Section 203~~Amendment ofis designed to assist us in protecting the ~~Delaware~~long-term ~~General~~value ~~Corporation~~of ~~Law~~our ~~generally~~accumulated ~~provides~~NOLs ~~that~~by alimiting ~~corporation~~certain ~~may~~transfers ~~not~~of ~~engage~~our incommon ~~any~~stock. ~~business~~The ~~combination~~Protective ~~with~~Amendment’s ~~any~~transfer ~~interested~~restrictions ~~stockholder~~generally ~~during~~restrict ~~the~~any ~~three-year~~direct ~~period~~or ~~following~~indirect transfers of the ~~time~~common ~~that~~stock if the ~~stockholder~~effect ~~becomes~~would anbe ~~interested~~to ~~stockholder,~~increase ~~unless~~the adirect ~~majority~~or indirect ownership of the ~~directors~~common ~~then~~stock inby ~~office~~any ~~approve~~person ~~either~~from ~~the~~less ~~business~~than ~~combination~~4.99% to 4.99% or more of the ~~transaction~~common ~~that~~stock, ~~results~~or inincrease the ~~stockholder~~percentage ~~becoming~~of anthe ~~interested~~common ~~stockholder~~stock owned directly or ~~specified~~indirectly ~~stockholder~~by ~~approval~~a ~~requirements~~person ~~are~~owning ~~met~~or deemed to own 4.99% or more of the common stock. Any direct or indirect

- 16 -

transfer attempted in violation of the Protective Amendment will be void as of the date of the prohibited transfer as to the purported transferee.

The Protective Amendment also requires any person attempting to become a holder of 4.99% or more of our common stock to seek the approval of our board of directors. This may have an unintended “anti-takeover” effect because our board of directors may be able to prevent any future takeover. Similarly, any limits on the amount of stock that a stockholder may own could have the effect of making it more difficult for stockholders to replace current management. Additionally, because the Protective Amendment may have the effect of restricting a stockholder’s ability to dispose of or acquire our common stock, the liquidity and market value of our common stock might suffer.

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

On October 15, 2018, stockholders of record at the close of business on that date received a dividend of one right (a “Right”) for each outstanding share of common stock. Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation right.

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

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

The Rights have certain anti-takeover effects, including potentially discouraging a takeover that stockholders may consider favorable. The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by the board of directors.

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

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

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

- 17 -

Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance (“ESG”) related matters and diversity, equity and inclusion (“DEI”) related matters expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.

Following the decision of the U.S. Supreme Court in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College, 600 U.S. 181 (2023) and the current administration, companies have begun to pull back from ESG and DEI initiatives in response to a changing legal and political climate. On January 21, 2025, the U.S. President issued an executive order titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” mandating among other things that federal contractors cease any “affirmative action” in violation of civil rights law and calling on the Attorney General to produce and deliver a report containing “recommendations for enforcing Federal civil-rights laws and taking other appropriate measures to encourage the private sector to end illegal discrimination and preferences, including DEI.” As a result of these developments, companies must re-examine their DEI programs to ensure that do not run afoul of the law and risk enforcement action from the U.S. Department of Justice. In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions.

If any of our clients fail to adequately address these developments, as a provider of staffing services, we may be exposed to risks to our business and potential reputational harm to the extent that our clients face investigations and enforcement actions stemming from their DEI or ESG policies. In addition, we and our clients may incur additional compliance costs in relation to the new legal and political landscape on ESG and DEI issues, which may adversely affect our business. Stakeholders also may have very different views on where our ESG and sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal or state ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in reputational harm, loss of investor confidence, legal and regulatory proceedings against us and, materially adversely affect our business, reputation, results of operations, financial condition, and stock price.

We rely on our information systems, and if we lose our information processing capabilities or fail to further develop our technology, our business could be adversely affected.

Our success depends in large part upon our ability to store, retrieve, process, and manage substantial amounts of information, including our client and candidate databases. To achieve our strategic objectives and to remain competitive, we must continue to develop and enhance our information systems. This may require the acquisition of equipment and software and the development, either internally or through independent consultants, of new proprietary software. If we are unable to design, develop, implement, and utilize, in a cost-effective manner, information systems that provide the capabilities necessary for us to compete effectively, or if we experience any interruption or loss of our information processing capabilities, for any reason, this could adversely affect our business, financial condition, and results of operations.

Because we operate in an international environment, we are subject to greater cyber-security risks and incidents due to our broader and more distributed network footprint. Some of these threats may include attacks from foreign governments. While we continue to employ resources to monitor our systems and protect our infrastructure, any unauthorized access or use of information, virus or similar breach or disruption to our systems could result in disrupted operations, loss of information, damage to our reputation and customer relationships, and other significant liabilities, any of which could materially harm our business.

We also use mobile devices, social networking, and other online activities to connect with our candidates, clients, and business partners. While we have implemented measures to prevent security breaches and cyber incidents, our measures may not be effective, and any security breaches or cyber incidents could adversely affect our business, financial condition, and results of operations.

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.

Improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary data could result in significant harm to our reputation or the reputation of any of the businesses we own. We collect, store and transmit a large amount of confidential information on hundreds of millions of businesses, including financial information and personal

- 18 -

information, as well as certain consumer information and credit information. We operate in an environment of significant risk of cybersecurity incidents, whether from unintentional events or deliberate attacks by third parties or insiders, which may exploit sophisticated methods or obscure vulnerabilities.

One of our significant responsibilities is to maintain the security and privacy of our employees’ and clients’ confidential and proprietary information and the confidential information about clients’ employees’ compensation, health and benefits information and other personally identifiable information. Material failures, inadequacies, or interruptions in our information technology could result in substantial costs and losses, and similar events affecting third-party vendors could disrupt the products or services they provide to us or our customers.

We rely on commercially available systems, software, tools, and monitoring, as well as other applications and internal procedures and personnel, to safeguard confidential information. While we take various actions, and we incur significant costs, to maintain and protect the operation and security of our information technology and systems, they may not prevent all breaches, system malfunctions, or unauthorized access. Security incidents, including cyberattacks, viruses, fraud schemes, and similar schemes can create significant system disruptions, shutdowns, fraudulent transfer of assets, or unauthorized disclosure of confidential information. For example, in April 2019, we became aware that we had been a victim of criminal fraud commonly referred to as “business email compromise fraud.” The incident involved the impersonation of one of our officers and improper access to his email, wherein the transfer by us of funds to a third-party account almost occurred.

Despite defensive measures, our exposure remains heightened due to the evolving nature of threats, advances in computing, new cryptographic techniques, and increasingly sophisticated methods such as phishing or social engineering. Any failure to maintain security, or similar failures by third-party vendors critical to our operations, could result in financial losses, operational interruptions, reputational harm, defaults under contracts, liability claims, or regulatory penalties, any of which could materially and adversely affect our business, financial condition, and results of operations. Failure to effectively manage system vulnerabilities or maintain and upgrade safeguards may lead to unexpected costs or increased susceptibility to unauthorized access.

Issues relating to the use of new and evolving technologies, such as Artificial Intelligence (“AI”) and Machine Learning (“ML”) present challenges for our business and may result in liability.

A quickly evolving social, legal and regulatory environment may cause us to incur increased operational and compliance costs, including increased research and development costs, or divert resources from other development efforts, to address potential issues related to usage of AI and ML. As with many cutting-edge innovations, AI and ML present new risks and challenges, and existing laws and regulations may apply to us in new ways, the nature and extent of which are difficult to predict. We incorporate AI and ML into our offerings for use cases that could potentially impact civil, privacy, or employment benefit rights. Failure to adequately address issues that may arise with such use cases could negatively affect the adoption of our solutions and subject us to reputational harm, regulatory action, or legal liability, which may harm our financial condition and operating results. Potential government regulation related to AI, including relating to ethics and social responsibility, may also increase the burden and cost of compliance and research and development. Employees, customers, or customers’ employees who are dissatisfied with our public statements, policies, practices, or solutions related to the development and use of AI and ML may express opinions that could introduce reputational or business harm, or legal liability.

In addition, our ~~RPO~~operating ~~business~~businesses may be disrupted by new emergent tools that threaten our established business practices. If our clients invest heavily in obtaining or designing and implementing their own systems for recruitment using AI and ML, they may have reduced demand for our services. It is too early to determine the extent to which AI and ML may impact our business, but it is possible that these tools may negatively impact our business.

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.

We collect, store and transmit a large amount of confidential company information on hundreds of millions of businesses, including financial information and personal information, as well as certain consumer information and credit information. We operate in an environment of significant risk of cybersecurity incidents resulting from unintentional events or deliberate attacks by third parties or insiders, which may involve exploiting highly obscure security vulnerabilities or sophisticated attack methods.

Although our businesses have not incurred material losses or liabilities to date as a result of any breaches, unauthorized disclosure, loss or corruption of their data or inability of their clients to access their systems, such events could result in intellectual property or other confidential information being lost or stolen, including client, employee or business data, disrupt their operations, subject them to substantial regulatory and legal proceedings and potential liability and fines, result in a material loss of business and/or significantly harm their reputation. If they are unable to efficiently manage the vulnerability of their systems and effectively maintain and upgrade their system safeguards, they may incur unexpected costs and certain of their systems may become more vulnerable to unauthorized access.

- 12 -

Following the decision of the U.S. Supreme Court in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College, 600 U.S. 181 (2023) and the election of President Trump, companies have begun to pull back from ESG and DEI initiatives in response to a changing legal and political climate. On January 21, 2025, President Trump issued an executive order titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” mandating among other things that federal contractors cease any “affirmative action” in violation of civil rights law and calling on the Attorney General to produce and deliver a report containing “recommendations for enforcing Federal civil-rights laws and taking other appropriate measures to encourage the private sector to end illegal discrimination and preferences, including DEI.” As a result of these developments, companies must re-examine their DEI programs to ensure that do not run afoul of the law and risk enforcement action from the U.S. Department of Justice. In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions.

If any of our clients fail to adequately address these developments, as a provider of RPO services, we may be exposed to risks to our business and potential reputational harm to the extent that our clients face investigations and enforcement actions stemming from their DEI or ESG policies. In addition, we and our clients may incur additional compliance costs in relation to the new legal and political landscape on ESG and DEI issues, which may adversely affect our business. Stakeholders also may have very different views on where our ESG and sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal or state ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in reputational harm, loss of investor confidence, legal and regulatory proceedings against us and, materially adversely affect our business, reputation, results of operations, financial condition, and stock price.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy.

~~The~~We ~~Company~~identify ~~has~~and ~~established an information security program to~~ address ~~and mitigate material risks from~~ cybersecurity threats. ~~The program includes policies~~ and ~~procedures~~risks ~~that~~related ~~identify~~to ~~how~~our ~~security~~business ~~measures~~using ~~and controls are developed, implemented, and maintained. These policies and procedures undergo~~ an ~~annual~~interdisciplinary ~~audit~~approach tothat ~~ensure~~includes ~~compliance~~assessments ~~with~~primarily ~~ISO~~by ~~27001~~our ~~controls. A risk assessment~~management, ~~based~~IT onteam ~~a method~~ and ~~guidance~~legal ~~from a recognized national standards organization, is conducted annually~~department. ~~The~~To ~~risk~~defend ~~assessment along with risk-based analysis and judgment are used to select security controls to address risks. During this process~~against, ~~the~~detect ~~following factors, among others, are considered: likelihood~~ and ~~severity~~respond ~~of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations and others. Specific controls that are used~~ to some extent include endpoint threat detection and response (EDR), identity and access management (IAM), privileged access management (PAM), logging and monitoring involving the use of security information and event management (SIEM), multi-factor authentication (MFA), firewalls and intrusion detection and prevention, and vulnerability and patch management.

~~Third~~-~~party~~ ~~security~~19 ~~firms are used in different capacities to provide or operate some of these controls and technology systems, including cloud~~-based platforms and services. For example, third parties are used to conduct assessments, such as vulnerability scans and penetration testing. The Company uses a variety of processes to address cybersecurity threats related to the use of third-party technology and services, including pre-acquisition diligence, imposition of contractual obligations, and performance monitoring.

~~The~~cybersecurity ~~Company~~incidents, ~~has~~we employ a ~~written~~multi-layered ~~incident~~approach ~~response~~that ~~plan~~has been integrated into our overall risk management systems and ~~conducts~~processes ~~tabletop~~which ~~exercises~~includes, toamong ~~enhance~~other ~~incident~~things: ~~response~~conducting ~~preparedness.~~proactive ~~Business~~privacy ~~continuity~~and cybersecurity reviews of systems and ~~disaster~~applications, ~~recovery~~auditing ~~plans~~applicable ~~are~~data ~~used~~policies, conducting employee training, monitoring emerging laws and regulations related to ~~prepare~~data ~~for~~protection and information security and continuously improving controls and implementing appropriate changes. During this process, the ~~potential~~following ~~for~~factors, aamong ~~disruption~~others, inare ~~technology~~considered: welikelihood ~~rely~~and severity of risk, impact on. ~~The~~the Company isand others if a ~~member~~risk ofmaterializes, anfeasibility ~~industry~~and ~~cybersecurity~~cost ~~intelligence~~of controls, and ~~risk~~impact ~~sharing~~of ~~organization~~controls on operations and others. ~~Employees~~Specific ~~undergo~~controls that are used to some extent include endpoint threat detection and response (EDR), identity and access management (IAM), privileged access management (PAM), logging and monitoring involving the use of security ~~awareness~~information ~~training~~and ~~when~~event ~~hired~~management (SIEM), multi-factor authentication (MFA), firewalls and ~~annually~~intrusion detection and prevention, and vulnerability and patch management.

The cybersecurity-control 13principles that form the basis of our cybersecurity program are informed by the National Institute of Standards and Technology Cybersecurity Framework. Our management performs an annual review of third-party service providers’ SOC reports to verify appropriate controls are in place. Our Business Services segment undergoes an annual audit to ensure compliance with ISO 27001 controls.

~~The~~In ~~Company~~2025, ~~has~~we adid ~~Governance~~not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, ~~Risk~~results of operations, ~~and~~or ~~Compliance~~financial ~~(GRC)~~condition. ~~function~~In toaddition, ~~address~~security ~~enterprise~~controls, ~~risks~~no matter how well designed or implemented, may only mitigate and ~~cybersecurity~~not isfully aeliminate ~~risk~~risks. ~~category~~And ~~addressed~~events, when detected by security tools or third parties, may not always be immediately understood or acted upon. Despite our ongoing efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that ~~function~~we have not experienced undetected cybersecurity incidents.

The Company (or third parties it relies on) may not be able to fully, continuously, and effectively implement security controls as intended. As described above, we utilize a risk-based approach and judgment to determine the security controls to implement and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks. And events, when detected by security tools or third parties, may not always be immediately understood or acted upon.

Additionally, cybersecurity risks and threats that could have a material impact on the Company are discussed further in the Item 1A Risk Factors. Those sections of Item 1A should be read in conjunction with this Item 1C.

~~Governance.~~Cybersecurity Governance

~~The~~Cybersecurity ~~Global~~is ~~Director~~an ofimportant ~~Information~~part ~~Technology~~of ~~(GDIT)~~our isrisk ~~the~~ management ~~position~~processes ~~with~~and ~~primary~~is ~~responsibility~~an ~~for~~area ~~the~~of ~~development,~~focus ~~operation,~~for ~~and~~our ~~maintenance~~board of ~~our~~directors ~~information~~and ~~security program~~management. ~~The~~Our ~~GDIT~~board ~~has over 25 years~~ of ~~experience~~directors, as a ~~security professional~~whole, ~~and~~ has ~~completed~~oversight ~~the~~responsibility ~~Prince~~for 2our ~~risk~~strategic ~~management~~and ~~certification~~operational ~~at the practitioner level. Responsibilities of this role include management of third-party vendors~~risks, ~~ensuring~~and ~~data~~ensures ~~interactions~~that ~~with~~appropriate ~~outside~~risk ~~parties,~~mitigation ~~adhering~~strategies toare ITimplemented ~~security~~by ~~best~~management. ~~practices,~~Our ~~and~~audit ~~ensuring~~committee ~~that~~assists ~~all~~the ~~devices~~board ~~within~~of ~~the~~directors ~~Company's~~with ITthis ~~infrastructure~~responsibility ~~are~~by ~~appropriately~~periodically ~~secured~~reviewing and ~~managed.~~discussing Itour ~~also~~risk ~~encompasses~~assessment ~~ensuring~~and ~~that~~risk ~~all~~management ~~employees~~practices, ~~are~~including ~~educated~~cybersecurity inrisks, ITwith ~~best~~members ~~practices~~of ~~around~~our ~~incident~~ management ~~and security~~team, ~~ensuring~~which ~~the~~is ~~security~~responsible offor the ~~internal~~assessment and ~~external IT systems, as well communicating to senior~~ management ~~and~~of ~~planning~~cybersecurity ~~for future IT strategy and security~~risks.

~~The~~In ~~Company~~addition, ~~has~~we anhave ~~established~~retained ~~Information~~an ~~Security~~external ~~Committee~~consultant to ~~manage~~serve ~~the~~as ~~information~~our ~~security~~internal ~~risk~~audit ~~assessment~~function ~~framework.~~and ~~This~~to ~~framework~~support ~~includes~~our acybersecurity ~~defined~~risk ~~methodology~~management and ~~tolerable~~governance ~~level~~practices. ofOur ~~risk~~consultant ~~documented~~has ~~within~~substantial ~~the~~experience ~~Information~~in ~~Security~~cybersecurity ~~Management~~risk ~~System~~management ~~("ISMS")~~ and ~~relevant~~information ~~controls~~technology, ~~addressing~~including ~~business risks. The committee is informed of all~~ security, ~~incidents~~compliance, systems and ~~ensures~~programming ~~appropriate remediation activities are implemented. The Company’s ISMS are audited by both internal~~ and ~~external~~reports ~~parties~~to onour aaudit ~~regular~~committee ~~basis. Results of audits~~ and ~~material~~our ~~security~~board ~~incidents are presented to the Board~~ of ~~Directors~~directors on aany ~~quarterly~~appropriate ~~basis~~items.

The Global Director of Information Technology (GDIT) is the management position with primary responsibility for the development, operation, and maintenance of our information security program for the Business Services segment. The GDIT has over 25 years of experience as a security professional, and has completed the Prince 2 risk management certification at the practitioner level. Responsibilities of this role include management of third-party vendors, ensuring data interactions with outside parties, adhering to IT security best practices, and ensuring that all devices within the Business Services segment IT infrastructure are appropriately secured and managed. Responsibilities also encompass communication to senior management and future IT strategy and security planning for all segments, which may include outsourcing of certain responsibilities.

The Company’s compliance committee and counsel are informed of all security incidents and are tasked with ensuring appropriate remediation activities are implemented. Results of audits and material security incidents are presented to the Board of Directors on a quarterly basis.

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ITEM 2. PROPERTIES

All of the Company’s ~~operating~~ offices are located in leased premises, with the exception of the properties owned by ADT. Our principal executive office and headquarters ~~are~~is located at 53 Forest Avenue, Suite ~~102~~101, Old Greenwich, CT 06870, where we occupy space with approximately 24,000 aggregate square feet.

~~The~~Our ~~Company~~Building ~~maintains~~Solutions ~~offices~~businesses inutilizes ~~the~~6 ~~Americas~~facilities, ~~Asia~~including ~~Pacific~~(i) an 85,000 ~~and~~square ~~EMEA. In~~foot ~~the~~office/manufacturing/warehouse ~~Americas~~space in South Paris, Maine, which the Company ~~maintains~~sold 1and immediately leased ~~location~~back ~~with~~in ~~approximately~~2024; ~~2,600~~(ii) ~~aggregate~~a 89,000 square ~~feet;~~foot inmanufacturing ~~Asia~~facility ~~Pacific~~in Colfax, ~~the~~Wisconsin; ~~Company~~(iii) ~~maintains~~a 610,800 ~~leased~~square ~~locations~~foot ~~with~~office/sales/showroom ~~approximately~~space 30in Oakdale,~~700~~ ~~aggregate~~Minnesota; (iv) a 34,200 square ~~feet;~~foot ~~and~~production facility in ~~EMEA~~Prescott, Wisconsin, which the Company ~~maintains~~sold 1and immediately leased ~~location~~back ~~with~~in ~~approximately~~2024; ~~1,200~~(v) ~~aggregate~~a facility containing 22,800 square feet. ~~All~~of ~~leased~~lumberyard/warehouse space isin ~~considered~~Hudson, toWisconsin; beand ~~adequate~~(vi) ~~for~~a ~~the~~22,300 ~~operation~~square offoot ~~our~~lumberyard/warehouse/showroom ~~business~~space in Big Lake, Minnesota. The latter property was sold and noimmediately ~~difficulties~~leased ~~are~~back ~~foreseen~~in July 2024. We also hold a non-operating building in ~~meeting~~Oxford, ~~any~~Maine ~~future~~with ~~space~~90,000 ~~requirements~~square feet.

In our Business Services segment, the Company maintains offices in the Americas, Asia Pacific, and EMEA. In the Americas, the Company maintains 1 leased location with approximately 2,600 aggregate square feet; in Asia Pacific, the Company maintains 5 leased locations with approximately 18,900 aggregate square feet; and in EMEA, the Company maintains 1 leased location with approximately 3,600 aggregate square feet.

Within the Energy Services segment, ADT owns a 21,400 square foot property in Evanston, Wyoming, a 6,950 square foot property in Vernal, Utah, and a 5,000 square foot property in Midland, Texas.

All leased space is considered to be adequate for the operation of our business, and no difficulties are foreseen in meeting any future space requirements. See Note 11. Leases and Note 23. Subsequent Events for further detail on our leases.

ITEM 3. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings that are incidental to the conduct of its business. See Note 20, Commitments and Contingencies, within the notes to our accompanying consolidated financial statements for a summary of any legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON STOCK

The Company’s common stock was listed for trading on the NASDAQ Global Select Market ~~during~~through ~~2024~~September 5, 2025 under the symbol “"HSON".” Following the Effective Time of the Merger, on August 22, 2025, the Company issued its preferred stock under the symbol "HSONP". Effective September 5, 2025, in connection with the Company’s name change, the ticker symbol for the Company’s common stock was changed to "STRR" and the symbol for the Company’s preferred stock was changed to "STRRP". As of January 31, ~~2025~~2026, there were approximately ~~133~~183 holders of record of the Company’s common stock. The actual number of stockholders is greater than this number of holders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

The following is a list by fiscal quarter of the market prices of the Company’s common stock.

	Market Price
	High		Low
2025
Fourth quarter	$	11.99	$	9.31
Third quarter	$	11.99	$	8.26
Second quarter	$	10.74	$	8.28
First quarter	$	13.65	$	10.01
2024
Fourth quarter	$	16.28	$	11.73
Third quarter	$	19.70	$	14.71
Second quarter	$	18.38	$	14.76
First quarter	$	18.52	$	13.38
2023
Fourth quarter	$	20.25	$	14.66
Third quarter	$	24.00	$	18.74
Second quarter	$	24.03	$	17.88
First quarter	$	27.10	$	20.70

DIVIDENDS

In the last few years, the Company has not paid dividends, and there are no current plans to declare common stock dividends. The Company has paid preferred stock dividends, as described in Note 15. Perpetual Preferred Stock.

ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s purchases of its common stock during the fourth quarter of fiscal ~~2024~~2025 were as follows:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number ofShares Purchased as Part of PubliclyAnnounced Plans or Programs	Approximate DollarValue of Sharesthat May Yet BePurchased Underthe Plans or Programs (a)
October 1, 2024 - October 31, 2024	—	$	—	—	$	2,118,651
October 1, 2025 - October 31, 2025	—	$	—	—	$	2,546,662
November 1, 2024 - November 30, 2024	—	$	—	—	$	2,118,651
November 1, 2025 - November 30, 2025	—	$	—	—	$	2,546,662
December 1, 2024 - December 31, 2024	—	$	—	—	$	2,118,651
December 1, 2025 - December 31, 2025	5,964	$	11.03	5,964	$	2,480,801
Total	—5,964	$	—11.03	—5,964	$	2,~~118~~480,~~651~~801

(a) On ~~July~~August 308, ~~2015~~2023, the Company’s ~~announced that its~~ Board of Directors authorized ~~the~~a share repurchase ofprogram for up to $105 million of the Company’s outstanding common stock. ~~which~~The ~~was~~Company ~~completed.~~continues Onto ~~August~~view 8,share ~~2023,~~repurchases ~~the~~as ~~Company’s~~an ~~Board~~attractive use of ~~Directors~~capital ~~authorized~~and amay ~~new stock~~ repurchase ~~program~~shares ~~for~~from uptime to $5time, ~~million~~as ofmarket ~~the~~conditions ~~Company’s~~warrant, ~~outstanding~~through ~~shares~~open ofmarket ~~common~~purchases, ~~stock.~~privately ~~This~~negotiated ~~authorization~~transactions, ~~does~~block ~~not~~trades, ~~expire.~~or ~~The~~other ~~Company~~methods, ~~has~~in ~~repurchased~~accordance ~~shares~~with ~~from~~applicable ~~time~~federal tosecurities ~~time~~laws, asincluding ~~market~~Rule ~~conditions~~10b-18 ~~warrant~~of the Securities Exchange Act of 1934 (the “Exchange Act”). This authorization does not expire.

- 1522 -

~~Under~~During the year ended December 31, 2025, the Company completed its $5 million share repurchase program authorized on August 8, 2023. On September 10, 2025, the Board of Directors authorized a new common stock repurchase program, under which the Company ~~intends~~may repurchase up to ~~repurchase~~$3 ~~shares~~million ~~through~~of ~~open~~its ~~market~~outstanding ~~purchases~~Common Stock. During the year ended December 31, ~~privately~~2025, ~~negotiated~~the ~~transactions~~Company repurchased a total of 280,886 ~~block~~shares ~~purchases~~of its Common Stock for an aggregate cost of $2.6 million under these authorizations. Of this total, or261,052 ~~otherwise~~shares were repurchased on September 25, 2025, in ~~accordance~~connection with ~~applicable~~a ~~federal~~transaction ~~securities~~with ~~laws~~a certain shareholder totaling $2.4 million, ~~including~~and ~~Rule~~the ~~10b-18~~remaining 19,834 shares were repurchased on the open market for a cost of $0.2 million. As of December 31, 2025, under the ~~Securities~~July ~~Exchange~~30, ~~Act~~2015, August 8, 2023 and September 10, 2025 authorizations combined, the Company had repurchased an aggregate of ~~1934~~948,382 (shares for a total cost of $15.5 million, completing the ~~“Exchange~~August ~~Act”)~~8, 2023 authorization and leaving $2.5 ~~Further~~million ~~details~~available ~~can~~for bepurchase ~~found~~under inthe ~~Note~~September 1310, to2025 authorization. During the ~~Consolidated~~year ~~Financial~~ended ~~Statements~~December 31, 2024 the Company repurchased a total of 154,084 shares of its Common Stock for a cost of $2.5 million under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in ~~Item~~connection 8with ~~included~~a transaction with a certain shareholder totaling $0.7 million that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in ~~Part~~connection IIwith transactions with certain shareholders totaling $1.2 million, as well as 40,267 shares of ~~this~~its ~~Form~~common ~~10-K~~stock on the open market for a cost of $0.7 million.

For the year ended December 31, 2024, the Company repurchased a total of 154,084 shares of its common stock for a cost of $2.5 million under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in a transaction with a certain shareholder totaling $0.7 million that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1.2 million, as well as 40,267 shares of its common stock on the open market for a cost of $0.7 million. For the year ended December 31, 2023, the Company repurchased 48,234 shares of its common stock on the open market for $1.0 million. As of December 31, 2024, under the July 30, 2015 and August 8, 2023 authorizations combined, the Company had repurchased an aggregate of 667,496 shares for a total cost of $12.9 million, completing the July 30, 2015 authorization and leaving $2.1 million available for purchase under the August 8, 2023 authorization.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and the notes thereto, included in Item 8 of this Form 10-K. This MD&A contains forward-looking statements. Please see “FORWARD-LOOKING STATEMENTS” for a discussion of the uncertainties, risks, and assumptions associated with these statements. This MD&A also uses the non-generally accepted accounting principle measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 1718 to the Consolidated Financial Statements in Item 8 for EBITDA segment reconciliation information. Note that amounts within this Item shown in millions may not recalculate due to rounding.

This MD&A includes the following sections:

•Executive Overview

•Results of Operations

•Liquidity and Capital Resources

•Contingencies

•Critical Accounting Estimates

•Recent Accounting Pronouncements

•Forward-Looking Statements

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Executive Overview

~~The~~Star ~~Company’s~~Equity ~~objective~~Holdings, isInc. to(“Star ~~increase~~Equity,” ~~value~~“Star,” to the “Company’s,” ~~stockholders~~“we,” byor ~~providing global Recruitment Process Outsourcing (~~“~~RPO~~our,”) ~~solutions~~formerly toknown ~~customers.~~as ~~With~~Hudson ~~direct operations in sixteen countries and relationships with specialized professionals and organizations around the globe~~Global, ~~the~~Inc. ~~Company~~(“Hudson”)) ~~brings~~is a ~~strong~~diversified ~~ability~~multi-industry toholding ~~match~~company ~~talent~~operating ~~with~~through ~~opportunities~~four byreportable ~~assessing,~~segments: ~~recruiting,~~Building ~~developing~~Solutions, ~~and~~Business ~~engaging highly successful people for the Company’s clients. The Company combines broad geographic presence~~Services, ~~world-class~~Energy ~~talent solutions and a tailored~~Services, ~~consultative approach to help businesses~~ and ~~professionals achieve maximum performance~~Investments. ~~The~~Our ~~Company’s~~common ~~focus~~stock isand to10% ~~continually~~Series ~~upgrade~~A ~~its~~Cumulative ~~service~~Perpetual ~~offerings~~Preferred ~~and~~Stock ~~delivery~~are ~~capability~~listed ~~tools~~on ~~to make~~ the ~~Company~~Nasdaq ~~and~~Global ~~candidates~~Market ~~more~~under ~~successful~~the insymbols ~~achieving~~“STRR” ~~clients’~~and ~~business~~“STRRP,” ~~requirements~~respectively.

The ~~Company’s~~Building ~~proprietary~~Solutions ~~frameworks~~segment operates in the construction industry. The Business Services segment, ~~assessment~~which ~~tools~~consists of HTS, delivers customized recruitment and ~~leadership~~contracting ~~development~~solutions ~~programs~~to mid-to-large multinational companies, ~~coupled~~including ~~with~~Recruitment ~~its~~Process ~~broad~~Outsourcing ~~geographic~~(“RPO”), ~~footprint~~project-based RPO, ~~allow~~contingent ~~the~~workforce ~~Company~~solutions, torecruitment ~~design~~consulting, outsourced professional contract staffing, and ~~implement~~MSP ~~regional~~services. The Energy Services segment consists of ADT, which manufactures and ~~global~~supplies ~~outsourced~~specialized ~~recruitment~~drilling ~~solutions~~tools ~~that~~and ~~the~~downhole ~~Company~~equipment ~~believes~~used ~~greatly~~in ~~enhance~~directional ~~the~~drilling ~~quality~~and other oil and ~~efficiency~~gas well construction applications. The Investments segment holds and manages certain corporate-owned real estate assets and investments in a limited number of ~~its~~publicly ~~clients’~~traded ~~hiring~~and private companies.

~~To meet the Company’s objective, the Company engages in the following initiatives:~~Merger

-On 16August -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.

~~•Facilitating~~Pursuant ~~growth~~to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC issued and ~~development~~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 ~~global~~Effective ~~RPO~~Time ~~business~~(other ~~through~~than ~~strategic~~certain ~~investments~~shares set forth in ~~people~~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, ~~innovation~~former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and ~~technology;~~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.

~~•Building~~In ~~and~~addition, ~~differentiating~~pursuant to the ~~Company’s~~terms ~~brand~~of ~~through~~the ~~its~~Merger ~~unique~~Agreement, ~~outsourcing~~at ~~solutions~~the ~~offerings;~~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.

~~•Improving~~Amendment ~~the~~to ~~Company’s~~Certificate ~~cost structure and efficiency~~ of ~~its~~Incorporation ~~support functions and infrastructure.~~

WeOn ~~continue~~September to4, ~~explore~~2025, ~~all~~Star ~~strategic~~Equity ~~alternatives~~filed toan ~~maximize~~Amendment ~~value~~to ~~for~~ the Company’s ~~stockholders~~Charter, ~~including~~to ~~without~~affect ~~limitation, improving~~ the ~~market~~Name ~~position~~Change. ~~and~~The ~~profitability~~Name ofChange ~~our~~was ~~services~~approved inby the ~~marketplace,~~Company’s ~~and~~Board ~~enhancing~~on ~~our~~September ~~valuation. We may pursue our goals through organic growth~~2, ~~strategic initiatives~~2025, ~~or other alternatives. Additionally, we will continue to monitor capital markets for opportunities to repurchase shares,~~ and ~~consider~~became ~~other~~effective ~~actions~~at ~~designed~~12:01 toa.m. ~~enhance~~(Eastern ~~value~~Time) toon ~~our~~September ~~stockholders~~5, 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 time2025.

~~This MD&A discusses the results of the Company’s RPO business for the years ended December 31, 2024 and 2023.~~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).

- 24 -

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.

This MD&A discusses the results of the Company’s business for the years ended December 31, 2025 and 2024.

Current Market Conditions

~~Our~~The ~~clients’~~target ~~demands~~customers for ~~RPO~~our Building Solutions segment include professional home builders, general contractors, project owners, developers, and ~~contracting~~design ~~services~~firms. ~~largely~~Despite ~~depend~~a onhigher ~~the~~interest ~~market~~rate ~~conditions~~environment, we continue to experience meaningful demand for our products; however, certain projects have been delayed as customers secure and ~~the~~finalize ~~strength~~financing. ofWe ~~the~~have ~~labor~~benefited ~~markets~~from implementing both price increases and margin protection language in ~~the~~our ~~countries~~contracts, ~~where~~and wethese ~~operate~~changes have had a positive effect on our profitability. In ~~2024,~~Although ~~the~~we ~~market~~have ~~conditions~~experienced ~~remained~~slower ~~challenging~~business ~~due~~activity toand ~~persistent~~lower ~~inflation~~revenues over the past four quarters, ~~higher~~we ~~interest~~believe ~~rates~~this ~~and~~slowdown ~~decreased~~is temporary. Our sales pipelines continue to indicate strong potential demand for ~~labor~~our inservices, ~~certain~~but ~~markets.~~we Wecan ~~anticipate~~give ~~that~~no assurances as to our ability to compete for these ~~challenging~~opportunities, ~~market~~or ~~conditions~~the ~~will~~periods ~~continue~~during ~~into~~which ~~2025~~successfully negotiated projects will be completed.

~~Economic~~- ~~conditions~~25 in most of the world’s major markets continued to slow down throughout 2024. Higher than expected inflation in most markets and rising 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. 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. These conditions and expected future inflation and potential interest rate increases could have material adverse impacts on various aspects of our business in the future.-

~~The~~In ~~continued~~our ~~economic~~Business ~~uncertainty~~Services ~~has~~segment, ~~also~~our ~~resulted~~clients’ indemands ~~volatility~~for inRPO ~~global~~and ~~currencies.~~contracting ~~Stronger~~services ~~foreign~~largely ~~currencies~~depend inon ~~other~~the ~~markets~~market ~~compared~~conditions toand the ~~U.S.~~strength ~~dollar~~of ~~during~~the alabor ~~reporting~~markets ~~period~~in ~~cause~~the ~~local~~countries ~~currency~~where ~~results~~we ofoperate. In 2025, the ~~Company’s~~market ~~foreign~~conditions ~~operations~~remained challenging due to bepersistent ~~translated~~inflation, ~~into~~market ~~more~~uncertainty Urelated to trade disruptions, and decreased demand for labor in certain markets.S. ~~dollars~~We anticipate that these challenging market conditions will continue into 2026.

~~Constant~~In ~~Currency~~our ~~(Non-GAAP~~Energy ~~Financial~~Services ~~Measure)~~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.

~~The~~Economic ~~Company~~conditions ~~operates~~in onmany aof ~~global basis, with~~ the ~~majority~~world’s ofmajor ~~its~~markets ~~revenue~~remained ~~generated~~uncertain ~~outside~~throughout of2025. ~~the~~While ~~U.S.~~inflationary ~~Accordingly,~~pressures ~~fluctuations~~moderated in ~~foreign~~certain ~~currency~~regions, ~~exchange~~elevated interest rates ~~can~~and ~~affect~~tighter ~~our~~credit ~~results~~conditions ofcontinued ~~operations.~~to ~~For~~impact ~~the~~market ~~discussion~~activity. ofThese ~~reportable~~conditions ~~segment~~contributed ~~results~~to ofwage ~~operations~~pressures, ~~the~~higher ~~Company~~operating ~~uses~~costs, ~~constant~~staffing ~~currency~~challenges, ~~information.~~fluctuating ~~Constant~~consumer ~~currency~~confidence, ~~compares~~and ~~financial~~constrained ~~results~~access ~~between~~to ~~periods~~capital asmarkets, ifeach ~~exchange~~of ~~rates~~which ~~had~~affected ~~remained~~our ~~constant period-over-period~~business. ~~The~~In ~~Company~~connection ~~defines~~with ~~the~~this ~~term~~environment, ~~“constant~~some ~~currency”~~customers toreduced ~~mean~~demand ~~that financial data~~ for ~~previously~~our ~~reported~~services, ~~periods~~and ~~are~~certain ~~translated~~others ~~into~~temporarily ~~U.S.~~deferred ~~dollars~~or ~~using~~permanently ~~the~~discontinued ~~same~~engagements. ~~foreign~~Ongoing ~~currency~~macroeconomic ~~exchange~~uncertainty, ~~rates~~including ~~that~~the ~~were~~potential ~~used to translate financial data~~ for ~~the~~renewed ~~current~~inflationary ~~period.~~pressures ~~Constant currency metrics should not be considered in isolation~~ or aschanges ~~a substitute for reported results prepared~~ in ~~accordance~~interest ~~with~~rate ~~generally~~policy, ~~accepted~~could ~~accounting~~have ~~principles~~material ~~(“GAAP”)~~adverse ineffects ~~the~~on ~~U.S.~~various ~~The~~aspects ~~Company’s~~of ~~management~~our ~~reviews and analyzes~~ business ~~results~~ in ~~constant~~future ~~currency because it believes these results better represent the Company’s underlying business trends~~periods.

~~Financial~~Economic ~~Performance~~uncertainty has also continued to contribute to volatility in global currency markets. Fluctuations in foreign exchange rates relative to the U.S. dollar during reporting periods impact the translation of our foreign operations’ results into U.S. dollars and may affect comparability of reported results.

~~The~~We ~~following~~continue isto aexplore ~~summary~~all ofstrategic alternatives to maximize value for the Company’s ~~financial~~stockholders, ~~performance~~including ~~highlights~~without ~~for~~limitation, improving the ~~years~~market ~~ended~~position ~~December~~and ~~31,~~profitability ~~2024~~of our services in the marketplace, and ~~2023~~enhancing our valuation. ~~This~~We ~~summary~~may ~~should~~pursue beour ~~considered~~goals inthrough ~~the~~organic ~~context~~growth, ofstrategic ~~the~~initiatives, ~~additional~~or ~~disclosures~~other inalternatives. ~~this~~Additionally, ~~MD&A~~we ~~which~~will ~~further~~continue ~~highlight~~to ~~the~~monitor ~~Company’s~~capital ~~results~~markets byfor ~~segment~~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.

~~•Revenue~~Summary ~~was~~of ~~$140.1~~Financial ~~million~~Performance ~~for~~Highlights For the ~~year~~Year ~~ended~~Ended December 31, ~~2024, compared to $161.3 million for 2023, a decrease of $21.3 million, or 13%. The decrease in revenue was principally driven by declines in Australia and the Americas.~~2025

-• Revenue 17was -$172.2 million for the year ended December 31, 2025, compared to $140.1 million for the same period in 2024, an increase of $32.1 million, or 22.9%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 23 percentage points to the revenue growth.

~~◦On~~• Gross aprofit ~~constant~~was ~~currency~~$79.9 ~~basis,~~million ~~revenue~~for ~~also~~the ~~decreased~~year ~~$21.3~~ended ~~million~~December 31, ~~or 13%~~2025, ~~primarily~~compared ~~due~~ to a$70.2 ~~decrease~~million for the same period in ~~RPO~~2024, ~~revenue~~an increase of $109.67 million, or 1413.9%,. ~~and~~The aincrease ~~decline~~ in ~~contracting~~gross ~~revenue~~profit was driven by the acquisition of ~~$10.7~~Star ~~million~~Operating Companies, orwhich ~~13%,~~increased ~~compared~~gross toprofit ~~2023.~~growth by 12 percentage points.

•~~Selling,~~ SG&A ~~general~~ and ~~administrative~~Non-Op ~~expenses, and~~ other ~~non-operating~~ income (expense) ~~(“SG&A and Non-Op”)~~ was ~~$72~~82.68 million for the year ended December 31, ~~2024~~2025, compared to $7672.6 million for ~~2023,~~the asame ~~decrease~~period in 2024. The acquisition of Star Operating Companies increased SG&A and Non-Op other income (expense) by $47.03 million, orwhich 5%contributed 10 percentage points to the increase.

~~◦On~~• EBITDA aloss ~~constant~~was ~~currency basis, SG&A and Non-Op decreased~~ $42.10 million orfor ~~5%.~~the ~~The~~year ~~decrease~~ended ~~was~~December 31, ~~principally~~2025, ~~due~~compared to ~~higher~~EBITDA ~~staff~~loss ~~costs as a percentage~~ of ~~revenue, partially offset by a~~ $12.15 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~~same ~~ended~~period ~~December 31,~~in 2024~~, compared to 48% for 2023~~.

•~~EBITDA~~ Net loss attributable to common shareholders was $26.57 million for the year ended December 31, ~~2024~~2025, compared to ~~EBITDA~~net loss of $34.78 million for ~~2023.~~the Onsame aperiod ~~constant currency basis, EBITDA decreased $6.1 million~~ in 2024 ~~compared to 2023~~.

~~•Net~~- ~~loss~~26 ~~was $4.8 million for the year ended December 31, 2024, compared to a net income of $2.2 million for 2023. On a constant currency basis, net income decreased $7.1 million 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.

	Year Ended December 31,
	2024		2023
	As		As		Currency		Constant
$ in thousands	reported		reported		translation		currency
Revenue:
Americas	$	27,894	$	31,254	$	(26)	$	31,228
Asia Pacific	86,704		103,857		(608)		103,249
EMEA	25,458		26,227		659		26,886
Total	$	140,056	$	161,338	$	25	$	161,363
Adjusted net revenue (a):
Americas	$	25,144	$	30,141	$	(21)	$	30,120
Asia Pacific	29,416		33,675		(226)		33,449
EMEA	15,592		16,451		415		16,866
Total	$	70,152	$	80,267	$	168	$	80,435
SG&A and Non-Op (b):
Americas	$	25,011	$	31,171	$	(77)	$	31,094
Asia Pacific	28,708		27,608		(181)		27,427
EMEA	15,313		14,866		384		15,250
Corporate	3,589		2,959		—		2,959
Total	$	72,621	$	76,604	$	126	$	76,730
Operating income (loss):
Americas	$	(598)	$	(2,514)	$	(4)	$	(2,518)
Asia Pacific	1,055		6,894		(18)		6,876
EMEA	521		1,988		41		2,029
Corporate	(4,787)		(4,985)		—		(4,985)
Total	$	(3,809)	$	1,383	$	19	$	1,402
Net (loss) income, consolidated	$	(4,770)	$	2,198	$	159	$	2,357
EBITDA (loss)(c):
Americas	$	339	$	(704)	$	(7)	$	(711)
Asia Pacific	482		5,859		(43)		5,816
EMEA	298		1,582		30		1,612
Corporate	(3,588)		(3,074)		—		(3,074)
Total	$	(2,469)	$	3,663	$	(20)	$	3,643

- 18 -

(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.

Use of EBITDA (Non-GAAP Financial Measure)

Management believes EBITDA is a meaningful indicator of the Company’s performance that provides useful information to investors regarding the Company’s financial condition and results of operations. EBITDA is considered by management as an indicator of operating performance and the most comparable measure across the regions in which we operate. Management uses this measurement to evaluate capital needs and working capital requirements. Similar to constant currency, EBITDA should not be considered in isolation or as a substitute for operating income or net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability. EBITDA is derived from net income (loss) adjusted for the provision for (benefit from) income taxes, interest expense (income), and depreciation and amortization.

The reconciliation of EBITDA to the most directly comparable U.S. GAAP financial measure is provided in the table below:

	Year Ended December 31,
$ in thousands	~~2024~~2025		~~2023~~2024
Net (loss) income	$	(4,770)	$	2,198
Net loss attributable to common shareholders	$	(6,657)	$	(4,770)
Adjustments to net (loss) income
Dividends on Series A perpetual preferred stock	740		—
Provision for income taxes	1,300		370
Net loss	(5,917)		(4,770)
Interest income, net	(360)		(372)
Adjustments to net (loss) income
Depreciation and amortization expense	1,361		1,467
Provision for income taxes	2,061		1,300
Total adjustments from net (loss) income to EBITDA	2,301		1,465
Interest income, net	(260)		(360)
EBITDA (loss)	$	(2,469)	$	3,663
Depreciation and amortization expense-within cost of revenues	866		—
Depreciation and amortization expense -within selling, general and administrative expense	1,212		1,361
Total adjustments from net (loss) income to EBITDA	3,879		2,301
EBITDA loss	$	(2,038)	$	(2,469)

- 1927 -

Results of Operations:

~~Americas~~Building ~~(reported currency)~~ Solutions

Revenue - ~~Americas~~Building Solutions

	~~Year Ended December 31,~~		Year Ended December 31,
	2024			2023		Change in amount		Change in %
$ in millions										2025		2024		Change in amount		Change in %
$ in millions	As reported			As reported
Building Solutions
Americas
Revenue										$	27.6	$	—	$	27.6	N/A
Revenue	$	27.9		$	31.3	$	(3.4)	(11)	%

For the year ended December 31, ~~2024~~2025, ~~RPO~~Building ~~revenue~~Solutions ~~decreased~~contributed by $527.76 million, orto ~~19%,~~the ~~while~~Company's ~~contracting~~ revenue. ~~increased~~Performance byduring ~~$2.3~~the ~~million,~~year orreflects ~~240%.~~a ~~The~~recovery ~~decrease~~from macroeconomic headwinds and severe Midwest flooding that delayed project starts in ~~RPO~~the ~~revenue~~prior ~~was~~year. ~~mainly~~Activity ~~due~~improved tofor ~~lower~~much ~~demand~~of ~~from~~the ~~existing~~year, ~~clients~~supported by backlog and steady project execution, ~~while~~though ~~the~~residential ~~increase~~demand inremained ~~contracting~~somewhat ~~revenue~~slower ~~was~~than aexpected. ~~result~~Toward ofyear-end, ~~new~~activity ~~client~~softened ~~wins~~due to weather-related site shutdowns, shipment timing delays, and ~~higher~~certain ~~demand~~projects ~~from~~shifting ~~existing~~into ~~clients~~Q1 2026, with December order activity also lighter due to seasonal factors.

~~Adjusted~~Gross ~~net~~Profit ~~revenue~~ - ~~Americas~~Building Solutions

	~~Year Ended December 31,~~			Year Ended December 31,
	2024			2023			Change in amount		Change in %
$ in millions											2025		2024		Change in amount		Change in %
$ in millions	As reported			As reported
Building Solutions
Americas
Gross profit											$	6.3	$	—	$	6.3	N/A
Adjusted net revenue	$	25.1		$	30.1		$	(5.0)	(17)	%
Adjusted net revenue as a percentage of revenue	90		%	96		%	N/A		N/A

For the year ended December 31, ~~2024~~2025, ~~RPO~~Building ~~adjusted~~Solutions ~~net~~contributed ~~revenue decreased~~ $56.53 million, orto ~~18%~~the Company's gross profit. Performance during the period reflects higher activity levels and improved project mix for much of the year, ~~while~~which ~~contracting~~supported ~~adjusted~~better ~~net~~overhead ~~revenue~~absorption ~~increased~~and $0steady margin performance.5 ~~million,~~This orwas ~~336%~~aided by consistent execution on project scope, ~~compared~~scheduling, toand ~~2023.~~cost ~~The~~management, ~~changes~~though inresidential ~~RPO~~activity remained somewhat softer and ~~contracting~~moderated ~~adjusted~~margin ~~net~~expansion. Toward year-end, lower revenue levels reduced gross profit dollars, and margins were ~~due~~modestly topressured ~~the~~by ~~same~~lower ~~factors~~production ~~noted~~volumes, ~~above~~higher ~~under~~temporary ~~“Revenue~~labor –and ~~Americas~~freight costs, and inefficiencies associated with early-stage production on certain projects.”

~~Total~~SG&A ~~adjusted~~and ~~net~~Non-Op other ~~revenue,~~income as(expense) a- ~~percentage~~Building ~~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.~~Solutions

SG&A and Non-Op - Americas


	Year Ended December 31,
$ in millions		2025			2024		Change in amount		Change in %
Building Solutions
SG&A and Non-Op other income (expense)		$	4.1		$	—	$	4.1	N/A
SG&A and Non-Op other income (expense) as a percentage of revenue		15		%	N/A		N/A		N/A

	Year Ended December 31,
	2024			2023			Change in amount		Change in %
$ in millions	As reported			As reported
Americas
SG&A and Non-Op	$	25.0		$	31.2		$	(6.2)	(20)	%
SG&A and Non-Op as a percentage of revenue	90		%	100		%	N/A		N/A

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~~Operating ~~the~~(Loss) ~~year~~Income ~~ended December 31, 2024, SG&A~~ and ~~Non-Op~~EBITDA ~~decreased $6.2 million, or 20%, compared to 2023, while SG&A and Non~~-Op asBuilding aSolutions percentage of revenue decreased from 100% to 90%. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in consultant staff costs outpacing the decrease in adjusted net revenue. SG&A and Non-Op in 2023 included proceeds received in early 2024 of $1.1 million related to a benefit payout.

- 20 -


	Year Ended December 31,
$ in millions		2025			2024		Change in amount		Change in %
Building Solutions
Operating income		$	2.0		$	—	$	2.0	N/A
EBITDA		$	2.4		$	—	$	2.4	N/A
EBITDA as a percentage of revenue		9		%	N/A		N/A		N/A

~~Operating~~For ~~Loss~~the year ended December 31, 2025, Building Solutions generated operating income of $2.0 million and EBITDA ~~(Loss)~~of -$2.4 ~~Americas~~million, or 9% of revenue. Stronger volumes and an improved project mix, together with disciplined execution and controlled SG&A, supported the segment’s operating performance during the period. Late in the year, EBITDA was affected by

	Year Ended December 31,
	2024			2023			Change in amount		Change in %
$ in millions	As reported			As reported
Americas
Operating loss	$	(0.6)		$	(2.5)		$	1.9	76	%
EBITDA (loss)	$	0.3		$	(0.7)		$	1.0	148	%
EBITDA (loss) as a percentage of revenue	1		%	(2)		%	N/A		N/A

- 28 -

~~Operating~~the ~~loss~~same offactors ~~$0.6~~that ~~million~~pressured ~~decreased~~gross ~~compared~~margins, toincluding ~~operating loss of $2.5 million in 2023 primarily due to~~ lower ~~declines~~production involumes, ~~adjusted~~higher ~~net~~temporary ~~revenue~~labor and ~~lower~~freight ~~SG&A~~costs, and ~~Non~~early-Opstage asproduction ainefficiencies ~~percentage~~on ofcertain ~~revenue~~projects.

~~For~~Business ~~the~~Services year ended December 31, 2024, EBITDA was $0.3 million, or 1% of revenue, compared to EBITDA loss of $0.7 million, or 2% of revenue, in 2023. The increase in EBITDA was due to the same factors noted above.

~~The~~Revenue ~~difference~~- ~~between~~Business ~~operating loss and EBITDA for the year ended December 31, 2023, was primarily due to the proceeds of $1.1 million related to a benefit payout recognized in 2023.~~Services

Asia Pacific (constant currency)


	Year Ended December 31,
$ in millions		2025		2024		Change in amount		Change in %
Business Services
Revenue		$	139.7	$	140.1	$	(0.4)	—	%

~~Revenue~~For -the ~~Asia~~year ~~Pacific~~ended December 31, 2025, revenue decreased $0.4 million compared to 2024, driven by a decrease in contracting revenue of $0.8 million, partially offset by an increase in RPO revenue of $0.4 million, as discussed below.

	Year Ended December 31,
	2024		2023		Change in amount		Change in %
$ in millions	Asreported		Constantcurrency
Asia Pacific
Revenue	$	86.7	$	103.2	$	(16.5)	(16)	%

In the Americas, revenue increased $1.5 million, or 5%, for the year ended December 31, 2025, compared to the same period in 2024. The increase was primarily driven by RPO revenue, which increased $1.1 million, or 5%, while contracting revenue increased $0.4 million, or 12%, due to higher demand from existing clients as well as new client wins. In Asia Pacific, revenue increased $0.1 million for the year-ended December 31, 2025, compared to the same period in 2024. RPO revenue increased $2.4 million, or 9%, due to stronger existing client demand, while contracting revenue decreased $2.3 million, or 4%, due to lower client demand. In EMEA, revenue decreased $2.1 million, or 8%, for the year-ended December 31, 2025, compared to the same period in 2024, driven by a decline in RPO revenue of $3.2 million, or 20%, partly offset by an increase in contracting revenue of $1.1 million, or 12%.

~~For~~Gross ~~the~~Profit ~~year~~- ~~ended~~Business ~~December 31, 2024, contracting revenue decreased by $12.9 million, or 18%, while RPO revenue decreased by $3.6 million, or 12%, compared to 2023.~~ Services

In Australia, for the year ended December 31, 2024, revenue decreased $21.3 million, or 23%, compared to 2023. The decline was primarily in contracting revenue, which decreased by $13.4 million, or 20%, while RPO revenue, decreased by $7.8 million, or 31%. The decreases in both contracting and RPO revenue were primarily due to lower demand from existing clients.


	Year Ended December 31,
$ in millions		2025		2024		Change in amount		Change in %
Business Services
Gross Profit		$	71.8	$	70.2	$	1.6	2	%

InFor ~~Asia~~the year ended December 31, ~~revenue~~2025, gross profit increased $41.96 million, or 49 2%, ~~for~~driven ~~the year~~by ~~ended~~an ~~December~~increase ~~31,~~in ~~2024,~~contracting ~~compared~~gross ~~to 2023. The~~profit ~~increase~~of in$1.0 ~~revenue~~million ~~was~~and ~~primarily~~an ~~driven~~increase byin ~~the~~RPO ~~Singapore~~gross ~~Acquisition,~~profit ~~which~~of ~~contributed~~$0.7 57million, ~~percentage~~compared ~~points~~ to the ~~revenue~~same ~~growth~~period in 2024.

~~Adjusted~~ ~~net~~In ~~revenue~~the -Americas, gross profit increased by $1.1 million, or 4%, for the year ended December 31, 2025, compared to the same period in 2024. The growth reflects a $0.9 million, or 4%, increase in RPO gross profit, along with a $0.2 million, or 24%, increase in contracting gross profit. In Asia Pacific, gross profit increased by $3.4 million, or 12%, for the year ended December 31, 2025, compared to the same period in 2024, driven by an increase in RPO gross profit of $2.5 million and an increase in contracting gross profit of $0.9 million, driven by higher demand from existing clients. In EMEA, gross profit declined by $2.9 million, or 19%, for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by a decrease in RPO gross profit of $2.8 million, or 18%. The decrease in gross profit was due to lower client demand.

	Year Ended December 31,
	2024			2023			Change in amount		Change in %
$ in millions	Asreported			Constantcurrency
Asia Pacific
Adjusted net revenue	$	29.4		$	33.4		$	(4.0)	(12)	%
Adjusted net revenue as a percentage of revenue	34		%	32		%	N/A		N/A

SG&A and Non-Op other income (expense) - Business Services

For the year ended December 31, 2024, RPO adjusted net revenue decreased by $3.2 million, or 11%, while contracting adjusted net revenue decreased by $0.8 million, or 24%, compared to the same period in 2023.


	Year Ended December 31,
$ in millions		2025			2024			Change in amount		Change in %
Business Services
SG&A and Non-Op other income (expense)		$	70.4		$	69.0		$	1.4	2	%
SG&A and Non-Op other income (expense) as a percentage of revenue		50		%	50		%	—		N/A

For the year ended December 31, 2025, SG&A and Non-Op 21other income (expense) increased $1.4 million, or 2%, compared to the same period in 2024, while SG&A and Non-Op other income (expense) as a percentage of revenue remained unchanged at 50%.

In- ~~Australia, adjusted net revenue decreased by $8.0 million, or~~ 29%, for the year ended December 31, 2024, compared to the same period in 2023. The decrease was primarily reflected in RPO adjusted net revenue, which declined by $7.4 million, or 31%, while contracting adjusted net revenue decreased by $0.6 million, or 19%, compared to 2023.-

InOperating ~~Asia,~~Income ~~adjusted~~and ~~net~~EBITDA ~~revenue~~- ~~increased $4.0~~Business million, or 67%, for the year ended December 31, 2024, compared to 2023. The increase in adjusted net revenue was primarily driven by the Singapore Acquisition, which contributed 80 percentage points to the revenue growth. (see Note 5 to the Consolidated Financial Statements in Item 8).Services

Adjusted net revenue as a percentage of revenue, for the year ended December 31, 2024, was 34%, compared to 32% for 2023. The increase in total adjusted net revenue as a percentage of revenue was attributed to the greater mix of higher margin RPO revenue to contracting revenue in 2024 (as contracting is generally a lower margin service offering), compared to 2023.


	Year Ended December 31,
$ in millions		2025			2024			Change in amount		Change in %
Business Services
Operating income		$	1.9		$	1.0		$	1.0	97	%
EBITDA		$	1.4		$	1.1		$	0.3	24	%
EBITDA as a percentage of revenue		1		%	1		%	N/A		N/A

~~SG&A~~For the year ended December 31, 2025, operating income was $1.9 million, compared to operating income of $1.0 million in 2024, and ~~Non-Op~~EBITDA -was ~~Asia~~$1.4 ~~Pacific~~million, or 1% of revenue, compared to EBITDA of $1.1 million, or 1% of revenue, in 2024.

	Year Ended December 31,
	2024			2023			Change in amount		Change in %
$ in millions	Asreported			Constantcurrency
Asia Pacific
SG&A and Non-Op	$	28.7		$	27.4		$	1.3	5	%
SG&A and Non-Op as a percentage of revenue	33		%	27		%	N/A		N/A

Energy Services

~~For~~Revenue ~~the year ended December 31, 2024, SG&A and Non~~-Op ~~increased~~Energy $1.3 million, or 5%, compared to 2023. The increase was primarily due to higher consultant staff and overhead costs. SG&A and Non-Op, as a percentage of revenue, was 33% in 2024, compared to 27% in 2023. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in adjusted net revenue.Services

Operating Income and EBITDA - Asia Pacific


	Year Ended December 31,
$ in millions		2025		2024		Change in amount		Change in %
Energy Services
Revenue		$	4.9	$	—	$	4.9	N/A

	Year Ended December 31,
	2024			2023			Change in amount		Change in %
$ in millions	Asreported			Constantcurrency
Asia Pacific
Operating income	$	1.1		$	6.9		$	(5.8)	(85)	%
EBITDA	$	0.5		$	5.8		$	(5.3)	(92)	%
EBITDA as a percentage of revenue	1		%	6		%	N/A		N/A

For the year ended December 31, 2025, Energy Services contributed $4.9 million in revenue, reflecting a gradual recovery in drilling activity across key markets. While market conditions in the sector in the first half of the year was subdued due to lower rig counts, the segment continued to capture market share through competitive pricing and strong customer relationships. Activity accelerated in the third quarter, supported by growth in non-oil-and-gas demand, and focused sales efforts in high-growth areas such as the Permian Basin.

~~Operating~~Gross ~~income~~Profit ~~was $1.1 million for the year ended December 31, 2024, compared to $6.9 million for 2023. The decrease in operating income was principally due to the changes in adjusted net revenue and SG&A and Non~~-~~Op,~~ asEnergy ~~described above.~~Services

For the year ended December 31, 2024, EBITDA was $0.5 million, or 1% of revenue, compared to EBITDA of $5.8 million, or 6% of revenue, in 2023. The decrease in EBITDA for the year ended December 31, 2024 was primarily due to the factors noted above.


	Year Ended December 31,
$ in millions		2025		2024		Change in amount		Change in %
Energy Services
Gross Profit		$	1.9	$	—	$	1.9	N/A

~~The~~For ~~difference~~the ~~between~~period ~~operating~~ended ~~income~~December ~~and~~2025, ~~EBITDA~~the ~~for~~contribution of Energy Services to the ~~years~~Company's ~~ended~~Gross ~~December 31,~~Profit ~~2024~~was $1.9 million. Margins were maintained despite trough pricing driven by lower U.S. rig counts in 2025. The segment continued to gain market share through competitive pricing and ~~2023~~strong ~~was~~customer ~~principally~~relationships, ~~due~~helping to ~~corporate~~support ~~management~~gross ~~expenses~~profit during a period of softer overall pricing in the market.

SG&A and Non-Op 22other income (expense) - Energy Services

EMEA (constant currency)


	Year Ended December 31,
$ in millions		2025			2024		Change in amount		Change in %
Energy Services
SG&A and Non-Op other income (expense)		$	1.4		$	—	$	1.4	N/A
SG&A and Non-Op other income (expense) as a percentage of revenue		29		%	N/A		N/A		N/A

~~Revenue~~For the year ended December 31, 2025, Energy Services’ SG&A and non-operating ~~EMEA~~other income (expense) totaled $1.4 million or 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.

	Year Ended December 31,
	2024		2023		Change in amount		Change in %
$ in millions	Asreported		Constantcurrency
EMEA
Revenue	$	25.5	$	26.9	$	(1.4)	(5)	%

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~~For~~Operating ~~the~~Income ~~year~~and ~~ended~~EBITDA ~~December~~- ~~31,~~Energy ~~2024, RPO revenue decreased by $1.4 million, or 8%, while contracting revenue decreased by $0.1 million, or 1% compared to 2023.~~ Services

In the U.K., for the year ended December 31, 2024, revenue decreased by $2.6 million, or 10%, to $22.9 million from $25.5 million in 2023. The decrease was principally driven by lower RPO revenue of $2.5 million.


	Year Ended December 31,
$ in millions		2025			2024		Change in amount		Change in %
Energy Services
Operating income		$	0.4		$	—	$	0.4	N/A
EBITDA		$	1.0		$	—	$	1.0	N/A
EBITDA as a percentage of revenue		21		%	N/A		N/A		N/A

In For ~~Continental Europe, for~~ the year ended December 31, ~~2024~~2025, ~~total~~Energy ~~revenue~~Services ~~was $2.3~~reported ~~million,~~an ~~compared~~operating to income of $10.4 million ~~for~~ ~~2023,~~and anEBITDA ~~increase~~ of $01.90 million, or 6621% of revenue. ~~The~~Despite ~~increase~~trough ~~was~~pricing ~~primarily~~in ~~due~~a tosofter ~~new~~rig ~~client~~environment, ~~wins~~disciplined execution, competitive pricing, and targeted sales efforts supporting market-share gains helped the segment achieve positive EBITDA for the period.

~~In the Middle East, total revenue and RPO revenue was $0.2 million for the year ended December 31, 2024.~~Investments

~~Adjusted net revenue~~ Revenue- ~~EMEA~~Investments

	~~Year Ended December 31,~~			Year Ended December 31,
	2024				2023			Change in amount		Change in %
$ in millions												2025		2024		Change in amount		Change in %
$ in millions	Asreported				Constantcurrency
Investments
EMEA
Revenue												$	0.2	$	—	$	0.2	N/A
Adjusted net revenue	$	15.6			$	16.9		$	(1.3)	(8)	%
Adjusted net revenue as a percentage of revenue	61		%		63		%	N/A		N/A

For the year ended December 31, ~~2024~~2025, ~~adjusted~~Investments ~~net~~contributed ~~revenue decreased by~~ $10.32 million, ~~or 8%, driven by a decrease in RPO adjusted net revenue of $1.4 million, or 9%, compared~~ to the ~~same~~Company’s ~~period in 2023~~revenue, ~~partially~~reflecting ~~offset~~rental byincome anfrom ~~increase~~owned ~~in contracting adjusted net revenue of $0~~properties.~~1 million, or 34%.~~

InGross ~~the~~Profit ~~U.K.,~~- total adjusted net revenue for the year ended December 31, 2024 decreased by $2.4 million, or 16%, compared to the same period in 2023, driven by a decrease in RPO adjusted net revenue of $2.6 million, or 17%.Investments

In Continental Europe, for the year ended December 31, 2024, total adjusted net revenue increased by $0.9 million, or 70%, compared to the same period in 2023, due to new client wins.


	Year Ended December 31,
$ in millions		2025		2024		Change in amount		Change in %
Investments
Gross profit		$	0.1	$	—	$	0.1	N/A

InFor the ~~Middle~~year ~~East,~~ended ~~total~~December ~~adjusted~~31, ~~net~~2025, ~~revenue~~Investments ~~and~~contributed ~~RPO adjusted net revenue was~~ $0.21 million ~~for~~to the ~~year~~Company's ~~ended~~gross ~~December 31~~profit, ~~2024~~reflecting rental income after accounting for property depreciation.

SG&A and Non-Op other income (expense) - ~~EMEA~~Investments

	~~Year Ended December 31,~~			Year Ended December 31,
	2024				2023			Change in amount		Change in %
$ in millions												2025			2024		Change in amount		Change in %
$ in millions	Asreported				Constantcurrency
Investments
EMEA
SG&A and Non-Op other income (expense)												$	0.2		$	—	$	0.2	N/A
SG&A and Non-Op	$	15.3			$	15.2		$	0.1	—	%
SG&A and Non-Op other income (expense) as a percentage of revenue												108		%	N/A		N/A		N/A
SG&A and Non-Op as a percentage of revenue	60		%		57		%	N/A		N/A

-For 23the year ended December 31, 2025, Investments SG&A and Non-Op other income (expense) was $0.2 million.

~~For~~- ~~the year ended December~~ 31, ~~2024, SG&A and Non~~-Op increased by $0.1 million, or 0%, compared to 2023. The slight increase was primarily driven by higher salaries and related costs. SG&A and Non-Op, as a percentage of revenue, was 60% in 2024 compared to 57% in 2023. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the decrease in adjusted net revenue.

Operating (Loss) Income and EBITDA - ~~EMEA~~Investments

	~~Year Ended December 31,~~			Year Ended December 31,
	2024				2023			Change in amount		Change in %
$ in millions												2025			2024		Change in amount		Change in %
$ in millions	Asreported				Constantcurrency
Investments
EMEA
Operating loss												$	(0.01)		$	—	$	(0.01)	N/A
Operating income:	$	0.5			$	2.0		$	(1.5)	(74)	%
EBITDA (loss)												$	(0.01)		$	—	$	(0.01)	N/A
EBITDA	$	0.3			$	1.6		$	(1.3)	(82)	%
EBITDA (loss) as a percentage of revenue												(8)		%	N/A		N/A		N/A
EBITDA as a percentage of revenue	1		%		6		%	N/A		N/A

~~Operating~~For ~~income was $0.5 million for~~ the year ended December 31, ~~2024~~2025, ~~compared~~Investments tooperating loss was $2.0.01 million, ~~for~~and ~~2023.~~EBITDA ~~The~~loss ~~decrease~~ was ~~principally~~$0.01 ~~due~~million, toor ~~lower~~8% ~~adjusted~~of ~~net~~ revenue~~, as described above~~.

~~For~~Additional ~~the~~Results ~~year ended December 31, 2024, EBITDA was $0.3 million, or 1%~~ of ~~revenue, compared to EBITDA of $1.6 million for 2023. The decrease in EBITDA was principally due to the factors noted above.~~Operations

~~The~~Corporate ~~difference between operating income and EBITDA for the years ended December 31, 2024 and 2023 was principally due to corporate management~~ expenses ~~and foreign currency exchange.~~

~~The~~For ~~following~~the ~~are~~year ~~discussed~~ended December 31, 2025, corporate expenses were $6.9 million compared to $3.6 million in ~~reported~~2024, ~~currency~~an increase of $3.3 million, or 92%. The increase was primarily due to professional fees associated with the acquisition of Star Operating Companies.

~~Corporate~~Total ~~expenses,~~Depreciation ~~net~~and ofAmortization ~~corporate~~Expense ~~management expenses~~

~~For~~Depreciation ~~the~~and ~~year~~amortization ~~ended December 31~~expense, ~~2024,~~including ~~corporate~~amounts ~~expenses~~in ~~were~~Cost ~~$3.6~~of ~~million~~Revenues, ~~compared~~was to $32.01 million ~~for~~and ~~2023, an increase of~~ $01.64 million, orfor ~~20%.~~the ~~The~~years ~~increase~~ended ~~was~~December ~~primarily due to lower corporate allocations~~31, ~~partially~~2025 ~~offset by lower travel~~ and ~~entertainment~~2024, ~~and stock-based compensation expenses~~respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense was $1.4 million and $1.5 million for the years ended December 31, 2024 and 2023, respectively.

Interest Income, Net

Net interest income was $0.43 million ~~for~~and ~~each~~$0.4 ofmillion for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Other ~~income~~Income (~~expense~~Expense), Net

Net other expense was $0.04 million for the year ended December 31, ~~2024~~2025, as opposed to net other ~~income~~expense of $0.80 million for the same period in ~~2023~~2024. The decrease in net other income was primarily due to a benefit payout of $1.1 million, partially offset by one-time client administrative costs of $0.2 million, both of which were incurred in the prior year.

- 24 -

Provision for (benefit from) Income Taxes

The provision for income taxes for the year ended December 31, ~~2024~~2025 was $12.31 million, on $3.59 million of pre-tax loss, compared to a provision from income taxes of $01.43 million on $23.65 million of pre-tax ~~income~~loss for ~~2023~~2024. The effective tax rate (“ETR”) for the year ended December 31, ~~2024~~2025 was negative ~~37.5~~53%, compared to ~~14.4~~negative 37% for ~~2023~~2024. For the year ended December 31, ~~2024~~2025, the effective tax rates differed from the U.S. federal statutory rate of 21% primarily due to pre-tax losses for which no tax benefit can be recognized, changes in valuation allowances in the U.S., China, and certain foreign jurisdictions that reduce or eliminate the ETR on current year profits or losses, foreign tax rate differences, and non-deductible expenses. For the year ended December 31, ~~2023~~2024, the effective tax rates differed from the U.S. ~~Federal~~federal statutory rate of 21% primarily due to ~~a discrete~~ pre-tax ~~benefit~~losses ~~recognized~~for ~~following~~which ~~the~~no ~~lapse of certain statutes of limitations related to Spain, recognition of a portion of a deferred~~ tax ~~asset~~benefit incan ~~Canada,~~be ~~state income taxes~~recognized, changes in valuation allowances in the U.S., China, and certain foreign jurisdictions ~~which~~that ~~reduces~~reduce or ~~eliminates~~eliminate the ETR on current year profits or losses, foreign tax rate differences, ~~taxes on repatriations or deemed repatriation of foreign profits,~~ and non-deductible expenses. The current year ETR differs significantly from the prior year ETR primarily due to the interaction of similar rate reconciliation items, including change in valuation allowance, combined with a ~~negative~~shift ~~pretax book income~~ in the ~~current~~geographic ~~period~~mix ~~versus~~of ~~positive~~earnings ~~pretax~~toward ~~book~~higher‑tax ~~income~~jurisdictions, inincluding ~~the prior year comparative period~~Australia.

Net (Loss) Income Attributable to Common Shareholders

Net loss attributable to common shareholders was $46.87 million for the year ended December 31, ~~2024~~2025, compared to net ~~income~~loss of $24.28 million for ~~2023~~2024, aan ~~decrease~~increase in net ~~income~~loss of $71.09 million. Basic and diluted ~~losses~~loss per share ~~were~~was $12.5908 for the year ended December 31, ~~2024~~2025, compared to basic and diluted ~~income~~loss per share of $01.7259 ~~and $0.70, respectively,~~ in ~~2023~~2024.

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Liquidity and Capital Resources

As of December 31, ~~2024~~2025, cash and cash equivalents and restricted cash totaled $1713.74 million, as compared to $2317.27 million as of December 31, ~~2023~~2024. The following table summarizes the cash flow activities for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	For The Year Ended December 31,
$ in millions	~~2024~~2025		~~2023~~2024
Net cash (used in) provided by operating activities	$	(2.8)	$	0.3
Net cash used in operating activities	$	(7.3)	$	(2.8)
Net cash provided by (used in) investing activities	1.1		(2.2)
Net cash provided by investing activities	4.6		1.1
Net cash used in financing activities	(32.10)		(23.51)
Effect of exchange rates on cash, cash equivalents, and restricted cash	(0.7)4		—(0.7)
Net decrease in cash, cash equivalents, and restricted cash	$	(54.53)	$	(45.35)	*

*Does not sum due to rounding

Cash Flows from Operating Activities

For the year ended December 31, ~~2024~~2025, net cash used in operating activities was $27.83 million, as compared to $02.38 million of net cash ~~provided~~used byin operating activities for the same period in ~~2023~~2024, resulting in aan ~~decrease~~increase in net cash ~~provided~~used byin operating activities of $34.15 million. The decline in cash was principally from the Company’s lower net income in ~~2024~~2025, partially offset by more favorable working capital comparisons to the prior year.

Cash Flows from Investing Activities

For the year ended December 31, ~~2024~~2025, net cash provided by investing activities was $14.16 million, compared to $21.21 million of net cash ~~used~~provided inby investing activities in ~~2023~~2024. Net cash provided by investing activities in ~~2024~~2025 reflects $17.10 million in cash received ~~from~~in ~~benefit~~connection ~~payouts~~with the SOC acquisition, while net cash used in investing activities in ~~2023~~2024 primarily reflects cash ~~paid~~received offrom ~~$2.1~~benefit ~~million in October 2023 for the acquisition of Singapore (see Note 5 to the Consolidated Financial Statements in Item 8 for additional information~~payouts.)

- 25 -

Cash Flows from Financing Activities

For the year ended December 31, ~~2024~~2025, net cash used in financing activities was $32.10 million, compared to $23.51 million in ~~2023~~2024. The ~~increase~~decrease in net cash used was primarily attributed to ~~repurchases~~borrowing under credit facilities. Repurchases of shares of common stock ofwere $2.86 million in ~~2024~~2025, including cash paid for tax withholdings, compared to repurchases of $12.08 million in the previous year.

~~Invoice Finance~~ Credit ~~Facility~~Facilities

OnSee ~~April~~Note 89, ~~2019~~Debt, ~~the~~in ~~Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (~~the ~~“NAB~~accompanying ~~Facility~~notes ~~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~~consolidated ~~Borrower. The~~financial ~~interest~~statements rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of December 31, 2024, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $17 thousand for ~~each~~further ~~of the years ended December 31, 2024 and 2023~~details. ~~The Company was in compliance with all financial covenants under the NAB Facility Agreement as of December 31, 2024.~~

On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. ("Singapore Borrower"), which the Company acquired on October 31, 2023 (see Note 5 to the Consolidated Financial Statements in Item 8), and the Hong Kong and Shanghai Banking Corporation Limited ("HSBC"), entered into an invoice finance credit facility agreement (the "HSBC Facility Agreement"). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024 and has no outstanding amounts under the HSBC Facility Agreement. The interest expense and fees incurred on the HSBC Facility Agreement amounted to $6 thousand and $3 thousand for the years ending December 31, 2024 and 2023, respectively.

Liquidity and Capital Resources Outlook

As of December 31, ~~2024~~2025, the Company had cash and cash equivalents on hand of $1710.03 million., ~~The~~as ~~Company~~well ~~also~~as ~~has~~our ~~the~~lines ~~capability~~of tocredit ~~borrow~~and another ~~additional~~debt 4instruments. ~~million~~Other ~~Australian~~than ~~dollars~~as ~~under~~described in Note 9 – Debt in the ~~NAB~~consolidated ~~Facility~~financial ~~Agreement. Other~~statements ~~than~~included asin ~~described~~Part ~~above~~II, Item 8 of this Form 10-K, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of December 31, ~~2024~~2025. The Company’s near-term cash requirements during 2025 are primarily related to the funding of the Company’s operations. For the full year 2025, the Company expects to make capital expenditures of less than $0.5 million. The Company is closely managing its capital spending and will perform capital additions where economically prudent, while continuing to invest strategically for future growth.

As of December 31, ~~2024~~2025, $7.5.2 million of the Company’s cash and cash equivalents noted above ~~was~~were held in the U.S. and the remainder ~~was~~were held ~~internationally~~outside the U.S., primarily in ~~Australia ($4.1 million),~~ Singapore ($1.3 million), ~~the~~ Philippines ($0.9 million), ~~Hong Kong ($0.9 million), Belgium ($0.8 million),~~ the U.K. ($0.39 million), ~~India~~Hong ~~($0.3~~Kong ~~million), Canada~~ ($0.28 million), and ~~China~~India ($0.23 million). The majority of the Company’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments.

~~The Company believes that future external market conditions remain uncertain, particularly access to credit, rates of near~~-~~term~~ ~~projected~~33 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. If sources of liquidity are not available or if the Company cannot generate sufficient cash flow from operations, the Company could be required to obtain additional sources of funds through additional operating improvements, capital market transactions, asset sales or financing from third parties, or a combination of these sources. The Company cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.-

- 26 -

Off-Balance Sheet Arrangements

~~None~~ As of December 31, 2025, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Contingencies

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

The economic conditions in the recent past have given rise to many news reports and bulletins from clients, tax authorities and other parties about changes in their procedures for audits, payment, plans to challenge existing contracts and other such matters aimed at being more aggressive in the resolution of such matters in their own favor. The Company believes that it has appropriate procedures in place for identifying and communicating any matters of this type, whether asserted or likely to be asserted, and it evaluates its liabilities in light of the prevailing circumstances. Changes in the behavior of third parties could cause the Company to change its view of the likelihood of a claim and what might constitute a trend. Employment laws vary in the markets in which we operate, and in some cases, employees and former employees have extended periods during which they may bring claims against the Company.

For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company ~~did~~had ~~not~~$0.2 ~~have~~million ~~any~~and $0.0 million of legal reserves as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Although the outcome of these matters cannot be determined, the Company believes that none of the currently pending matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. U.S. GAAP provides the framework from which to make these estimates, assumptions and disclosures. We choose accounting policies within U.S. GAAP that our management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Our management regularly assesses these policies in light of current and forecasted economic conditions. Our accounting policies are stated in Note 2 to the Consolidated Financial Statements in Item 8. We believe the following accounting policies are critical to understanding our results of operations and affect the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements that are inherently uncertain.

Revenue Recognition

Business Services

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

The ~~Company~~Business Services segment recognizes revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracting contracts. The costs incurred to fulfill these contracts are expensed as incurred.

- 2734 -

our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracting contracts. The costs incurred to fulfill these contracts are expensed as incurred.

Building Solutions and Energy Services

We recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that we expect to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Revenue recognition is evaluated on a contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. From time-to-time we enter into contracts within our building solutions sector that produce assets with no alternative use and contain an enforceable right to payment, including a reasonable profit margin. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date. We had no contracts in place as of December 31, 2025 that require recognition over time.

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

Income Taxes

We account for income taxes using the asset and liability method in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes.” This standard establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities. It requires an asset and liability approach for financial accounting and reporting of income taxes.

The calculation of net deferred tax assets assumes sufficient future earnings for the realization of such assets as well as the continued application of currently anticipated tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets where management believes it is more likely than not that the deferred tax assets will not be realized in the relevant jurisdiction. If we determine that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of earnings at that time. Our assessment includes an analysis of whether deferred tax assets will be realized in the ordinary course of operations based on the available positive and negative evidence, including the scheduling of deferred tax liabilities and forecasted income from operations. The underlying assumptions we use in forecasting future taxable income require significant judgment. In the event that actual income from operations differs from forecasted amounts, or if we change our estimates of forecasted income from operations, we could record additional charges or reduce allowances in order to adjust the carrying value of deferred tax assets to their realizable amount. Such adjustments could be material to our Consolidated Financial Statements. See Note 78 to the Consolidated Financial Statements in Item 8 for further information regarding deferred tax assets and valuation allowances.

ASC 740-10-55-3, “Recognition and Measurement of Tax Positions – a Two Step Process,” provides implementation guidance related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a two-step evaluation process for a tax position taken or expected to be taken in a tax return. The first step is recognition and the second is measurement. ASC 740 also provides guidance on derecognition, measurement, classification, disclosures, transition and accounting for interim periods. In addition, ASC 740-10-25-9 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. As of December 31, ~~2024~~2025, the Company’s gross liability for income taxes associated with uncertain tax positions was $0.1 million.

The Company’s unrecognized tax benefits, if recognized in the future, would affect the Company’s annual effective income tax rate. See Note 78 to the Consolidated Financial Statements in Item 8 for further information regarding unrecognized tax benefits. We elected to continue our historical practice of classifying applicable interest and penalties as a component of the ~~provision for income taxes.~~

- 35 -

provision for income taxes.

We provide tax reserves for federal, state, local and international exposures relating to periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective critical estimate. We assess our tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the Consolidated Financial Statements. Where applicable, associated interest and penalties have also been recognized. Although the outcome relating to these exposures are uncertain, we believe that our reserves reflect the probable outcome of known tax contingencies. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties which render them inestimable. If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have a material impact on our results of operations.

The Company has provided for tax on all unremitted earnings of our foreign subsidiaries taking into consideration all expected future events based on presently existing tax laws and rates.

The Company has elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

- 28 -

Business Combinations and Asset Acquisitions

Business Combinations are accounted for under the acquisition method in accordance with ASC 805, “Business Combinations.” The acquisition method requires identifiable assets acquired and liabilities assumed and any non-controlling interest in the business acquired to be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business under the ASC are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition.

Recent Accounting Pronouncements

See Note 23 to our Consolidated Financial Statements in Item 8 regarding the impact or potential impact of recent accounting pronouncements upon our financial position and results of operations.

- 36 -

Forward-Looking Statements

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 ~~Company’s~~cost ~~ability~~and toavailability ~~successfully~~of ~~achieve~~commodities, ~~its~~materials, ~~strategic~~and ~~initiatives~~equipment, (3) risks related to ~~potential~~providing ~~acquisitions~~uninterrupted orservice ~~dispositions~~to clients, (4) the ability of ~~businesses~~clients byto terminate their relationship with the Company at any time, (45) risks associated with real estate ownership, (6) the Company’s ability to ~~operate~~ successfully asachieve ~~a company focused on~~ its ~~RPO~~strategic ~~business~~initiatives, (57) risks related to fluctuations in the Company’s operating results from quarter to quarter, ~~due~~(8) torisks ~~various~~related ~~factors~~to ~~such~~potential asacquisitions ~~rising~~or ~~inflationary~~dispositions ~~pressures~~of ~~and~~businesses ~~interest~~by ~~rates~~the Company, (69) our profitability and growth being tied to the ~~loss~~success of orour ~~material~~operating ~~reduction~~businesses, (10) risks associated with our financial investments in other businesses, (11) our ~~business~~ability ~~with~~to ~~any~~improve ofexisting ~~the~~products ~~Company’s~~and ~~largest~~services ~~customers~~and develop, introduce, and market new products and services successfully, (712) the ~~ability~~loss of ~~clients~~or tomaterial ~~terminate~~reduction ~~their~~in ~~relationship~~our business with any of the Company’s atlargest ~~any time~~customers, (813) competition in the Company’s markets, (914) ~~the~~risks ~~negative~~related ~~cash~~to ~~flows~~potential ~~and~~decreases ~~operating losses that may recur~~ in ~~the~~demand ~~future~~for products, (1015) ~~risks~~our ~~relating~~ability to ~~how~~maintain ~~future~~costs ~~credit~~at ~~facilities~~an ~~may~~acceptable ~~affect~~level, or(16) ~~restrict~~the ~~our~~negative ~~operating~~cash ~~flexibility,~~flows ~~(11)~~and ~~risks~~operating ~~associated~~losses ~~with~~that ~~the~~may ~~Company’s~~recur ~~investment~~in ~~strategy~~the future, (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 ~~ability~~exposure to ~~maintain~~legal ~~costs~~proceedings, atinvestigations anand ~~acceptable~~disputes, ~~level~~and limits on related insurance coverage, (1726) the Company’s ~~heavy~~ability ~~reliance~~to onutilize ~~information~~net ~~systems~~operating ~~and~~loss carryforwards, (27) the ~~impact~~potential offor ~~potentially~~goodwill ~~losing~~impairment, or(28) ~~failing~~volatility toof ~~develop~~the ~~technology~~Company’s stock price, (1829) risks related to ~~providing~~our ~~uninterrupted~~historically ~~service~~low trading volume, (30) risks related to ~~clients~~securities or industry analysts, (1931) 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 costs from clients, ~~employers~~employees, and regulatory authorities, ~~current~~(37) ~~and~~risks ~~former~~related ~~employees~~to ~~in connection with~~ the ~~Company’s~~imposition ~~business~~of ~~reorganization~~licensing ~~initiatives,~~or ~~and~~tax ~~limits~~requirements onor ~~related~~new ~~insurance coverage~~regulations, (2038) the ~~Company’s~~effect ~~ability~~of toAnti-takeover ~~utilize~~provisions ~~net~~in ~~operating~~our ~~loss~~organizational ~~carryforwards~~documents, (2139) ~~volatility~~the effect of the ~~Company’s~~protective ~~stock~~amendment ~~price~~contained in our Restated Certificate of Incorporation, (2240) the impact of ~~government~~our ~~regulations~~stockholder ~~and~~rights ~~deregulation~~plan, ~~efforts~~or “poison pill,” on stockholder decision making, (2341) ~~restrictions~~risks ~~imposed~~related byto ~~blocking~~our ~~arrangements~~scaled disclosure requirements as a smaller reporting company, (2442) risks related to ~~the~~evolving ~~use~~ESG ofand ~~new~~DEI rules and ~~evolving technologies~~regulations, (43) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (2544) the adverse impacts of cybersecurity threats and attacks, and (45) risks related to the use of new and evolving 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

- 2937 -

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of ~~Hudson~~Star ~~Global~~Equity Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~Hudson~~Star ~~Global~~Equity Holdings, Inc. (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive (loss~~) income~~, stockholders’ equity and cash flows, for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Realizability~~Star ofOperating ~~Deferred~~Companies ~~Tax~~(“SOC”) ~~Assets~~ Acquisition – Refer to Notes 1 and 5 to the financial statements

AsOn ~~described~~August in22, ~~Note 7 to the financial statements~~2025, the Company ~~had~~completed ~~deferred~~its ~~tax~~acquisition ~~assets~~ of ~~$76~~SOC ~~million,~~pursuant ~~reduced~~to bythe aAgreement ~~valuation~~and ~~allowance~~Plan of ~~$73~~Merger, ~~million~~dated as of ~~December~~May 3121, ~~2024.~~2025 ~~Deferred~~(the ~~tax~~“Merger ~~assets~~Agreement”). ~~are~~This ~~reduced~~resulted byin a ~~valuation~~business ~~allowance~~combination ifpursuant to ASC 805, ~~based~~Business ~~upon~~Combinations. ~~the~~Management ~~consideration~~engaged ofan ~~all~~independent ~~positive~~third-party ~~and~~valuation ~~negative~~specialist ~~evidence,~~to assist with the ~~Company~~fair ~~determines~~value ~~that~~allocation itof isthe ~~more-likely-than-not~~purchase ~~that~~price. aIn ~~portion~~accordance orwith ~~all~~ASC of805, ~~the~~Business ~~deferred~~Combinations, ~~tax~~The ~~assets~~Company ~~will~~accounted ~~ultimately~~for ~~not~~this betransaction ~~realized~~as ina ~~future~~business ~~tax~~combination ~~periods.~~and ~~The~~recorded ~~Company~~the ~~has~~acquired ~~determined~~assets itof isSOC ~~more~~at ~~likely~~their ~~than~~estimated ~~not~~fair ~~that~~value. aThe ~~portion~~valuation of ~~the~~assets ~~deferred~~acquired ~~tax~~and ~~assets~~liabilities ~~will~~assumed has not beyet ~~realized~~been finalized as of December 31, 2025.

We identified ~~management’s~~the ~~evaluation~~purchase ofprice ~~the~~allocation ~~realizability~~related ofto the ~~deferred~~SOC ~~tax~~Acquisition ~~assets~~ as a critical audit matter ~~due~~because toof the ~~significant~~estimates ~~judgements~~and ~~inherent~~assumptions inused ~~determining~~to determine the ~~realizability~~fair value of ~~the~~identifiable ~~deferred tax~~ assets, ~~such~~acquired asand ~~the~~liabilities ~~forecasting~~assumed. ofThis ~~future~~required ~~income~~an ~~and~~increased ~~evaluation~~extent of ~~the~~audit ~~positive~~effort and ~~negative~~specialized ~~evidence.~~skill, ~~Auditing~~including the ~~forecast~~need ofto ~~future income and the positive and negative evidence~~ involve ~~especially~~our ~~subjective~~fair ~~auditor~~value ~~judgement~~specialists, ~~due~~when toperforming ~~the nature and extent of~~ audit ~~effort~~procedures ~~required~~ to ~~address~~evaluate ~~this matter, including~~ the ~~extent~~reasonableness of ~~specialized~~management's ~~skill~~estimates orand ~~knowledge needed~~assumptions.

- 3038 -

~~The~~How ~~primary procedures we performed to address this critical audit matter included (i) verifying net operating loss and capital loss carryforwards that will expire within~~ the ~~near~~Critical ~~future,~~Audit ~~(ii)~~Matter ~~analyzing~~Was ~~the~~Addressed ~~Company’s historical earnings, (iii) reviewing managements assumptions used~~ in the ~~development of forecasts and (iv) analyzing the impact of certain elections related to the Company’s Global Intangible Low Taxed Income (GILTI) inclusions.~~Audit

To address this matter, we performed various procedures, including: (i) understanding management’s process for accounting for the transaction, (ii) testing management’s process for determining opening balance sheet amounts, (iii) testing the processes used by management and the third-party experts to develop valuation models, and (iv) evaluating the significant assumptions used in these models. We considered whether these assumptions were consistent with evidence obtained in other areas of the audit and assessed their sensitivity to change.

We have served as the Company’s auditor since 2023.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

March 1420, ~~2025~~2026

- 3139 -

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Year Ended December 31,
	2024		2023
	2025		2024
Revenue	$	140,056	$	161,338
Revenues:
Building Solutions	$	27,578	$	—
Business Services	139,652		140,056
Energy Services	4,929		—
Total revenues	172,159		140,056
Cost of revenues:
Building Solutions	21,303		—
Business Services	67,879		69,904
Energy Services	3,001		—
Investments	107		—
Total cost of revenues	92,290		69,904
Gross profit	79,869		70,152
Operating expenses:
Direct contracting costs and reimbursed expenses	69,904		81,071
Salaries and related	63,545		58,309
Salaries and related	58,309		62,859
Office and general	14,843		10,703
Office and general	10,703		10,915
Marketing and promotion	3,957		3,588
Marketing and promotion	3,588		3,643
Depreciation and amortization	1,212		1,361
Depreciation and amortization	1,361		1,467
Total operating expenses	83,557		73,961
Total operating expenses	143,865		159,955
Operating loss	(3,688)		(3,809)
Operating (loss) income	(3,809)		1,383
Non-operating income (expense):
Interest income, net	~~360~~260		~~372~~360
Other income (expense), net	(21428)		~~813~~(21)
(Loss) income before income taxes	(3,470)		2,568
Loss before income taxes	(3,856)		(3,470)
Provision for income taxes	12,~~300~~061		~~370~~1,300
Net (loss) income	$	(4,770)	$	2,198
Net loss	(5,917)		(4,770)
(Loss) earnings per share:
Dividends on Series A perpetual preferred stock	(740)		—
Basic	$	(1.59)	$	0.72
Net loss attributable to common shareholders	$	(6,657)	$	(4,770)
Diluted	$	(1.59)	$	0.70
Loss per share:
Basic	$	(1.85)	$	(1.59)
Diluted	$	(1.85)	$	(1.59)
Loss per share, attributable to common shareholders
Basic	$	(2.08)	$	(1.59)
Diluted	$	(2.08)	$	(1.59)
Weighted-average shares outstanding:
Basic	3,~~000~~198		3,~~064~~000
Diluted	3,~~000~~198		3,~~140~~000
Dividends declared per share of Series A perpetual preferred stock	$	0.275	$	—

See accompanying notes to Consolidated Financial Statements.

- 3240 -

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS~~) INCOME~~

(in thousands)

	Year Ended December 31,
	2024		2023
	2025		2024
Comprehensive (loss) income:
Comprehensive loss:
Net (loss) income	$	(4,770)	$	2,198
Net loss	$	(5,917)	$	(4,770)
Other comprehensive (loss) income:
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income taxes	(1,~~427)~~353		~~349~~(1,427)
Total other comprehensive (loss) income, net of income taxes	(1,427)		349
Total other comprehensive income (loss), net of income taxes	1,353		(1,427)
Comprehensive (loss) income	$	(6,197)	$	2,547
Comprehensive loss	$	(4,564)	$	(6,197)

See accompanying notes to Consolidated Financial Statements.

- 3341 -

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	~~As of December 31,~~		As of December 31,
	2024				2023
			2025				2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~17,011~~	$	10,269	$	~~22,611~~	$	17,011
Accounts receivable, less allowance for expected credit losses of $391 and $378, respectively	20,093				19,710
Restricted cash, current			1,819				476
Restricted cash, current	476				354
Investments in equity securities			3,767				—
Prepaid and other	2,560				3,172
Accounts receivable, less allowance for expected credit losses of $275 and $391, respectively			35,220				20,093
Total current assets	40,140				45,847
Inventories, net			6,988				—
Property and equipment, net of accumulated depreciation of $1,668 and $1,564, respectively	242				421
Note receivable, current portion			256				—
Operating lease right-of-use assets	1,024				1,431
Prepaid and other			4,168				2,560
Goodwill	5,703				5,749
Total current assets			62,487				40,140
Intangible assets, net of accumulated amortization of $3,897 and $2,771, respectively	2,491				3,628
Property and equipment, net of accumulated depreciation of $6,367 and $1,668, respectively			18,610				242
Deferred tax assets	2,648				3,360
Operating lease right-of-use assets			11,675				1,024
Restricted cash, non-current	180				205
Goodwill			5,944				5,703
Other assets	155				317
Intangible assets, net of accumulated amortization of $4,795 and $3,897, respectively			1,688				2,491
Total assets	$	52,583			$	60,958
Long term investments			953				—
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes receivable, net of current portion			8,629				—
Current liabilities:
Deferred tax assets			1,911				2,648
Accounts payable	$	1,789			$	868
Restricted cash, non-current			1,322				180
Accrued salaries, commissions, and benefits	4,306				4,939
Other assets			12				155
Accrued expenses and other current liabilities	4,504				4,635
Total assets			$	113,231			$	52,583
Operating lease obligations, current	623				768
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	11,222				11,210
Current liabilities:
Income tax payable	93				87
Accounts payable			$	4,769			$	1,789
Operating lease obligations	441				664
Accrued salaries, commissions, and benefits			7,526				4,306
Other liabilities	399				443
Accrued expenses and other current liabilities			6,907				4,375
Total liabilities	12,155				12,404
Short-term debt			8,473				—
Commitments and contingencies
Deferred revenue			1,496				129
Stockholders’ equity:
Operating and finance lease obligations, current			655				623
Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding	—				—
Total current liabilities			29,826				11,222
Common stock, $0.001 par value, 20,000 shares authorized; 4,033 and 3,896 shares issued; 2,750 and 2,807 shares outstanding, respectively	4				4
Income tax payable			99				93
Additional paid-in capital	494,209				493,036
Operating and finance lease obligations			11,235				441
Accumulated deficit	(430,017)				(425,247)
Note payable – long term			6,056				—
Accumulated other comprehensive loss, net of applicable tax	(2,717)				(1,290)
Other liabilities			308				399
Treasury stock, 1,283 and 1,089 shares, respectively, at cost	(21,051)				(17,949)
Total liabilities			47,524				12,155
Total stockholders’ equity	40,428				48,554
Commitments and contingencies
Total liabilities and stockholders’ equity	$	52,583			$	60,958
Stockholders’ equity:
Series A Preferred stock, $0.001 par value, 10,000 shares authorized; 2,691 and 0 issued; 2,370 and 0 shares outstanding, respectively			3				—
Common stock, $0.001 par value, 20,000 shares authorized; 5,366 and 4,033 shares issued; 3,755 and 2,750 shares outstanding, respectively			5				4
Additional paid-in capital			530,136				494,209
Accumulated deficit			(435,934)				(430,017)
Accumulated other comprehensive loss, net of applicable tax			(1,364)				(2,717)
Treasury stock, 1,611 and 1,283 common shares; 321 and 0 preferred shares, respectively, at cost			(27,139)				(21,051)
Total stockholders’ equity			65,707				40,428
Total liabilities and stockholders’ equity			$	113,231			$	52,583

See accompanying notes to Consolidated Financial Statements.

- 3442 -

STAR ~~HUDSON~~EQUITY ~~GLOBAL~~HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	~~Year Ended December 31,~~		Year Ended December 31,
	2024				2023
			2025				2024
Cash flows from operating activities:
Net (loss) income	$	(4,770)			$	2,198
Net loss			$	(5,917)			$	(4,770)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization	1,361				1,467
Total depreciation and amortization			2,078				1,361
Provision for expected credit losses	24		103		~~483~~		24
Provision for (benefit from) deferred income taxes	532				(1,092)
Provision for deferred income taxes			942				532
Stock-based compensation	~~1,280~~		1,497		~~1,469~~		1,280
Other, net	12				—
Non-cash interest income			(305)				—
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Unrealized net losses on equity securities and lumber derivatives			176				—
(Increase) decrease in accounts receivable	(1,275)				6,921
Gross profit from sale of lost-in-hole equipment			(396)				—
Increase in prepaid and other assets	(531)				(1,105)
Changes in operating assets and liabilities, net of effect of dispositions:
Increase (decrease) in accounts payable and other liabilities	1,213				(3,379)
Accounts receivable			(2,588)				(1,275)
Decrease in accrued expenses	(633)				(6,647)
Inventories			2,113				—
Net cash (used in) provided by operating activities	(2,787)				315
Prepaid and other assets			(175)				(531)
Cash flows from investing activities:
Deferred revenue			(2,248)				36
Capital expenditures	(18)				(99)
Accounts payable, accrued expenses, and other liabilities			(2,535)				556
Cash paid for acquisitions, net of cash acquired	—				(2,055)
Net cash (used in) provided by operating activities			(7,255)				(2,787)
Proceeds from corporate benefit policy	1,076				—
Cash flows from investing activities:
Net cash provided by (used in) investing activities	1,058				(2,154)
Capital expenditures			(1,703)				(18)
Cash flows from financing activities:
Proceeds from corporate benefit policy			—				1,076
Payments for business acquisition liabilities	—				(1,250)
Cash acquired in connection with the acquisition of Star Operating Companies			6,967				—
Purchases of treasury stock	(2,775)				(959)
Net cash paid in acquisition of Alpha Consulting Group			(132)				—
Cash paid for net settlement of employee restricted stock units	(327)				(244)
Proceeds from sale of lost-in-hole equipment			482				—
Net cash used in financing activities	(3,102)				(2,453)
Proceeds from sale of property and equipment			119				—
Effect of exchange rates on cash, cash equivalents and restricted cash	(672)				(15)
Purchases of equity securities			(1,540)				—
Net (decrease) increase in cash, cash equivalents and restricted cash	(5,503)				(4,307)
Proceeds from sales of equity securities			228				—
Cash, cash equivalents, and restricted cash beginning of the period	23,170				27,477
Repayment of note receivable			149				—
Cash, cash equivalents, and restricted cash end of the period	$	17,667			$	23,170
Net cash (used in) provided by investing activities			4,570				1,058
Supplemental disclosures of cash flow information:
Cash flows from financing activities:
Cash payments during the period for income taxes, net of refunds	$	455			$	2,189
Proceeds from borrowings			11,426				—
Cash paid for amounts included in operating lease liabilities	$	809			$	583
Repayment of debt			(10,940)				—
Supplemental non-cash disclosures:
Net borrowings under invoice finance credit facility			1,385				—
Right-of-use assets obtained in exchange for operating lease liabilities	$	416			$	1,354
Preferred stock dividends paid			(740)				—
Purchase of treasury stock (including payment of tax withholdings)			(2,638)				(2,775)
Cash paid for net settlement of employee restricted stock units			(451)				(327)
Net cash used in financing activities			(1,958)				(3,102)
Effect of exchange rates on cash, cash equivalents, and restricted cash			386				(672)
Net decrease in cash, cash equivalents, and restricted cash			(4,257)				(5,503)
Cash, cash equivalents, and restricted cash, beginning of the period			17,667				23,170
Cash, cash equivalents, and restricted cash, end of the period			$	13,410			$	17,667
Supplemental disclosures of cash flow information:
Cash paid during the period for interest			$	383			$	—
Cash received during the period for interest			$	299			$	360
Net cash payments during the period for income taxes			$	1,895			$	455
Cash paid for amounts included in operating lease liabilities			$	1,144			$	809
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities			$	3,112			$	416

See accompanying notes to Consolidated Financial Statements.

- 3543 -

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common stock			Additionalpaid-incapital		Accumulated deficit		Accumulated other comprehensive income (loss)		Treasurystock				Total
	Preferred stock			Common stock				Additionalpaid-incapital		Accumulated deficit		Accumulated other comprehensive income (loss)		Treasurystock				Total
	Shares	Value		Shares		Value				~~Shares~~		~~Value~~		Shares		Value
Balance at December 31, 2022	3,823	$	4	$	491,567	$	(427,394)	$	(1,639)	(1,029)		$	(16,746)	$	45,792
Balance at December 31, 2023	—	$	—	3,896		$	4	$	493,036	$	(425,247)	$	(1,290)	(1,089)		$	(17,949)	$	48,554
Net income	—	—		—		2,198		—		—		—		2,198
Net loss	—	—		—		—		—		(4,770)		—		—		—		(4,770)
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses	—	—		—		(51)		—		—		—		(51)
Other comprehensive loss, translation adjustments	—	—		—		—		—		—		(1,427)		—		—		(1,427)
Other comprehensive loss, translation adjustments	—	—		—		—		349		—		—		349
Purchase of treasury stock	—	—		—		—		—		—		—		(173)		(2,775)		(2,775)
Purchase of treasury stock	—	—		—		—		—		(48)		(959)		(959)
Purchase of net settled restricted stock	—	—		—		—		—		—		—		(21)		(327)		(327)
Purchase of net settled restricted stock fromemployees	—	—		—		—		—		(12)		(244)		(244)
Stock-based compensation and vesting of restricted stock units	—	—		137		—		1,173		—		—		—		—		1,173
Stock-based compensation and vesting of restricted stock units	73	—		1,469		—		—		—		—		1,469
Balance at December 31, 2024	—	$	—	4,033		$	4	$	494,209	$	(430,017)	$	(2,717)	(1,283)		$	(21,051)	$	40,428
Balance at December 31, 2023	3,896	$	4	$	493,036	$	(425,247)	$	(1,290)	(1,089)		$	(17,949)	$	48,554
Net loss	—	—		—		—		—		(5,917)		—		—		—		(5,917)
Net loss	—	—		—		(4,770)		—		—		—		(4,770)
Dividends to holders of preferred stock	—	—		—		—		(740)		—		—		—		—		(740)
Other comprehensive income (loss), translation adjustments	—	—		—		—		(1,427)		—		—		(1,427)
Preferred stock issued in connection with acquisition of Star Operating Companies	2,691	3		—		—		25,477		—		—		—		—		25,480
Purchase of treasury stock	—	—		—		—		—		(173)		(2,775)		(2,775)
Common stock issued in connection with acquisition of Star Operating Companies	—	—		744		1		6,694		—		—		—		—		6,695
Purchase of net settled restricted stock fromemployees	—	—		—		—		—		(21)		(327)		(327)
Issuance of common shares in exchange for preferred treasury shares	—	—		288		—		2,999		—		—		—		(2,999)		—
Stock-based compensation and vesting of restricted stock units	137	—		1,173		—		—		—		—		1,173
Other comprehensive income (loss), translation adjustments	—	—		—		—		—		—		1,353		—		—		1,353
Balance at December 31, 2024	4,033	$	4	$	494,209	$	(430,017)	$	(2,717)	(1,283)		$	(21,051)	$	40,428
Purchase of treasury stock	—	—		—		—		—		—		—		(281)		(2,638)		(2,638)
Purchase of net settled restricted stock	—	—		—		—		—		—		—		(47)		(451)		(451)
Stock-based compensation and vesting of restricted stock units	—	—		301		—		1,497		—		—		—		—		1,497
Balance at December 31, 2025	2,691	$	3	5,366		$	5	$	530,136	$	(435,934)	$	(1,364)	(1,611)		$	(27,139)	$	65,707

See accompanying notes to Consolidated Financial Statements.

- 3644 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

NOTE 1 – DESCRIPTION OF BUSINESS

~~Hudson~~Star ~~Global~~Equity Holdings, Inc. ~~and its subsidiaries~~ (~~the~~ “~~Company”)~~Star ~~are comprised of the operations~~Equity,” ~~assets~~“Star,” ~~and liabilities of~~ the ~~three Hudson regional businesses: the Americas~~“Company,” ~~Asia Pacific~~“we,” ~~and~~or ~~Europe~~“our,” ~~Middle~~formerly ~~East,~~known ~~and~~as ~~Africa~~Hudson ~~("EMEA")~~Global, Inc. ~~The~~ ~~Company delivers Recruitment Process Outsourcing~~ (“~~RPO~~Hudson”)) ~~services,~~is ~~consisting~~a ofdiversified ~~recruitment and contracting solutions tailored to the individual needs of primarily mid~~multi-~~to-large~~industry ~~multinational~~holding ~~companies.~~company ~~The~~operating ~~Company’s~~through ~~RPO~~four ~~delivery~~reportable ~~teams~~segments: ~~utilize~~Building ~~recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing~~Solutions, ~~project-based~~Business ~~outsourcing~~Services, ~~contingent~~Energy ~~workforce solutions~~Services, and ~~recruitment consulting for clients’ permanent staff hires~~Investments. ~~Hudson’s~~Our ~~RPO~~common ~~services~~stock ~~leverage~~and ~~the~~10% ~~Company’s~~Series ~~consultants,~~A ~~supported~~Cumulative byPerpetual ~~the~~Preferred ~~Company’s~~Stock ~~specialists,~~are inlisted ~~the~~on ~~delivery of its proprietary methods to identify, select, and engage~~ the ~~best-fit~~Nasdaq ~~talent~~Global ~~for~~Market ~~critical~~under ~~client roles. In addition,~~ the ~~Company~~symbols ~~provides~~“STRR” ~~RPO clients with a range of outsourced professional contract staffing services~~ and ~~managed~~“STRRP,” ~~service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution~~respectively. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client.

OnThe ~~March~~Building ~~12,~~Solutions ~~2024~~segment ~~and~~operates ~~April~~in ~~15, 2024,~~ the ~~Company~~construction ~~announced~~industry. ~~that~~The itBusiness ~~had~~Services ~~entered~~segment, ~~into~~which ~~strategic~~consists ~~agreements~~of ~~with~~Hudson ~~Executive~~Talent Solutions, ~~and~~LLC ~~Striver~~(“HTS”), ~~respectively,~~delivers ~~both~~customized ofrecruitment ~~which~~and ~~are~~contracting ~~Dubai-based~~solutions ~~talent~~to ~~solutions~~mid-to-large multinational companies., ~~These~~including ~~agreements~~Recruitment ~~allowed~~Process ~~the~~Outsourcing ~~Company~~(“RPO”), toproject-based ~~expand~~RPO, ~~its~~contingent ~~global~~workforce ~~footprint~~solutions, ~~and~~recruitment ~~client~~consulting, ~~base~~outsourced inprofessional ~~the~~contract ~~Middle~~staffing, ~~East~~and ~~market~~managed service provider (“MSP”) services. The ~~Company~~Energy ~~evaluated~~Services ~~the~~segment ~~agreements~~consists ~~under~~of ~~ASC~~Alliance ~~805~~Drilling ~~“Business~~Tools, ~~Combinations~~Inc. (“ADT”), ~~and~~which ~~determined~~manufactures ~~that~~and ~~the~~supplies ~~transactions~~specialized ~~did~~drilling ~~not~~tools ~~qualify~~and asdownhole ~~either~~equipment ~~business~~used ~~combinations~~in ordirectional ~~asset~~drilling ~~purchases.~~and ~~Payments~~other ~~associated~~oil ~~with~~and ~~these~~gas ~~agreements~~well ~~were~~construction ~~classified~~applications. asThe ~~compensation~~Investments ~~expense~~segment holds and ~~were~~manages ~~included~~certain incorporate-owned ~~the~~real ~~“Salaries~~estate assets and ~~related”~~investments ~~caption~~in ona ~~the~~limited ~~Company’s~~number ~~Consolidated~~of ~~Statements~~publicly oftraded ~~Operations~~and private companies.

In February 2024, Hudson RPO announced an expansion of its service offerings to include executive search in North America, focusing on Life Sciences and Human Resources. This expansion, coupled with the Company’s existing RPO strategy, provides a comprehensive talent acquisition approach, enabling clients to develop streamlined and centralized hiring strategies within a flexible and scalable total talent solution. This service offering better positions the Company as a strategic partner helping clients to implement successful business strategies.MERGER

AsPursuant to the terms of ~~December 31~~the Merger Agreement, ~~2024~~at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the ~~Company~~Effective ~~operated~~Time ~~directly~~(other than certain shares as set forth in ~~sixteen~~the ~~countries~~Merger ~~with~~Agreement) ~~three~~were ~~reportable~~automatically ~~geographic~~converted ~~business~~into ~~segments:~~the ~~Americas~~right to receive 0.23 shares of Star common stock (the "exchange ratio") and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) 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, ~~Asia~~former ~~Pacific~~SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and ~~EMEA~~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.

~~NOTE~~In 2addition, –pursuant ~~SUMMARY~~to OFthe ~~SIGNIFICANT~~terms ~~ACCOUNTING~~of ~~POLICIES~~the Merger Agreement, at the Effective Time, each award of SOC restricted stock units (“RSUs”) outstanding immediately prior to the Effective Time was converted into Star RSUs issued under the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), in accordance with the Merger Agreement.

~~Basis~~The accompanying consolidated financial statements include the financial results of ~~Presentation~~SOC beginning on August 22, 2025 and reflect the post-merger results of the Building Solutions, Energy Services, and Investments segments for the period from August 22, 2025 through December 31, 2025. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~The~~AMENDMENT ~~Consolidated~~TO ~~Financial~~CERTIFICATE ~~Statements~~OF have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the Consolidated Financial Statements. Unless otherwise stated, amounts are presented in U.S. dollars and all amounts are in thousands, except for number of shares and per share amounts. INCORPORATION

-On 37September -4, 2025, Star Equity filed a certificate of amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as Amended (the “Charter”), to change the name of the Company from Hudson Global, Inc. to Star Equity Holdings, Inc. (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) on September 2, 2025, and became effective at 12:01 a.m. (Eastern Time) on September 5, 2025.

- 45 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

~~Recently Adopted Accounting Standards~~SEGMENTS

InThe ~~November~~Company’s ~~2023,~~Building ~~the~~Solutions ~~FASB~~segment ~~issued~~consists ~~ASU~~of ~~2023-07,~~the ~~“Segment~~following ~~Reporting~~operating ~~(Topic 280)~~businesses: ~~Improvements~~KBS toBuilders, ~~Reportable Segment Disclosures~~Inc. (“KBS”); ~~The~~EdgeBuilder, ~~amendments~~Inc. in(“EdgeBuilder”); ~~this~~Glenbrook ~~ASU~~Building ~~improve segment reporting requirements~~Supply, ~~primarily through enhanced disclosures on significant segment expenses~~Inc. ~~Other disclosures that the ASU requires public entities to provide include the title and position of the Chief Operating Decision Maker~~ (“~~CODM~~Glenbrook”); and anTimber ~~explanation~~Technologies ofSolutions, ~~how~~Inc. ~~the CODM uses the reported measure~~(s“TT”). ofEdgeBuilder ~~segment~~and ~~profit~~Glenbrook orare ~~loss~~managed intogether ~~assessing segment performance~~ and ~~deciding~~are ~~how~~referred to ~~allocate~~collectively ~~resources~~as “EBGL.” ~~In addition~~KBS, ~~the~~based ~~amendments~~in ~~enhance interim disclosure requirements~~Maine, ~~clarify~~manufactures ~~circumstances~~modular ~~in which an entity can disclose multiple segment measures of profit or loss~~buildings, ~~provide~~primarily ~~new~~serving ~~segment~~the ~~disclosure requirements for entities with a~~ single-family ~~reportable~~and ~~segment,~~multi-family ~~and~~residential ~~contain~~markets ~~other~~in ~~disclosure~~New ~~requirements~~England. ~~The~~EBGL, ~~amendments~~based in ~~this~~the ~~ASU~~Minneapolis–Saint ~~are~~Paul ~~effective for fiscal years beginning after December 15~~area, ~~2023~~manufactures and ~~interim~~delivers ~~periods~~structural ~~within~~wall ~~fiscal~~panels ~~years~~and ~~beginning~~other ~~after~~engineered ~~December~~wood-based ~~15,~~products ~~2024.~~and ~~Early~~distributes ~~adoption~~building ismaterials ~~permitted.~~through Atwo ~~public~~lumberyard ~~entity~~locations, ~~should~~primarily ~~apply~~serving ~~the~~professional ~~amendments~~builder incustomers ~~this ASU retrospectively to all prior periods presented~~ in the ~~financial~~Upper ~~statements~~Midwest region. ~~The~~TT, ~~Company~~located ~~adopted~~outside ~~this ASU for~~ the ~~year~~Minneapolis–Saint ~~ended~~Paul ~~December 31~~area, ~~2024,~~manufactures ~~and~~glue-laminated ~~has~~timber ~~disclosed~~(“glulam”) ~~significant~~products ~~expenses~~for ~~reviewed~~a byrange ~~the~~of ~~CODM~~end ~~for~~markets ~~each~~and ~~reportable segment~~applications, ~~with~~including noagriculture, ~~additional~~industrial, ~~significant~~infrastructure, ~~expenses~~and ~~identified~~building ~~beyond~~construction ~~those~~(commercial ~~presented. See Note 17. “Segment~~ and ~~Geographic Data” to the Consolidated Financial Statements~~residential).

OnThe ~~January~~Business 1,Services ~~2023,~~segment ~~the~~consists ~~Company~~of ~~adopted~~HTS ~~Accounting~~and ~~Standards~~provides ~~Update~~customized recruitment and contracting solutions to mid-to-large multinational companies. Service offerings include Recruitment Process Outsourcing (“~~ASU~~RPO”), ~~2016~~project-13based RPO, ~~“Financial~~contingent ~~Instruments-Credit~~workforce ~~Losses~~solutions, ~~(Topic~~recruitment ~~326):~~consulting, ~~Measurement~~outsourced ofprofessional ~~Credit~~contract ~~Losses~~staffing, onand ~~Financial~~managed ~~Instruments~~service provider (“MSP”) services. ~~This~~ ~~update~~HTS ~~was~~operates ~~issued~~directly byin ~~the~~eighteen ~~Financial~~countries ~~Accounting~~across ~~Standards~~three ~~Board~~geographic (regions: the ~~“FASB”)~~Americas, inAsia ~~June~~Pacific, ~~2016.~~and ~~This~~Europe, ~~standard~~Middle ~~requires~~East, anand ~~impairment~~Africa. ~~model~~HTS ~~(known~~delivery asteams ~~the~~utilize ~~current~~standardized ~~expected~~recruitment ~~credit~~methodologies ~~loss~~and ~~(“CECL”)~~project ~~model)~~management ~~and~~expertise ~~replaces~~to ~~the~~support ~~methodology~~clients’ ~~that~~ongoing ~~recognizes~~workforce ~~impairment~~requirements. ofHTS ~~financial~~leverages ~~instruments~~its ~~when~~consultants ~~losses~~and ~~have~~proprietary ~~been~~processes ~~incurred~~to ~~with~~identify, aselect, ~~methodology~~and ~~that~~engage ~~recognizes~~talent ~~impairment~~for ofcritical ~~financial~~client ~~instruments~~roles. ~~when~~In ~~losses~~addition, ~~are~~clients ~~expected.~~may ~~The~~receive ~~new~~outsourced ~~standard~~professional ~~requires~~contract ~~entities~~staffing toservices ~~use~~and aMSP ~~forward-looking~~solutions, ~~“expected~~offered ~~loss”~~on ~~model~~a ~~for~~standalone ~~most~~basis ~~financial~~or ~~instruments,~~as ~~including~~part ~~accounts~~of ~~receivable~~an ~~and~~integrated ~~unbilled~~total ~~services~~talent ~~that~~solution. isHTS-employed ~~based~~professionals onare ~~historical~~placed ~~information~~with client organizations, ~~current~~individually ~~information~~or as teams, ~~and~~for ~~reasonable~~defined ~~and~~periods ~~supportable~~based ~~forecasts~~on specific business requirements.

AsThe Company’s Energy Services segment consists of ADT, a ~~result~~Wyoming and Texas based provider of ~~adopting~~drilling ~~the~~tools ~~new~~and ~~standard,~~services to the ~~Company~~energy ~~recognized~~industry, a ~~cumulative~~key ~~increase~~sector toof ~~allowances~~the ~~for~~economy. ~~accounts~~ADT ~~receivable~~is ~~and~~a ~~unbilled~~full-service ~~services~~downhole drilling tool company that provides sales and arental ~~reduction~~tools toin the ~~2023~~Oil ~~opening~~& ~~balance~~Gas, ofGeothermal, ~~retained~~Mining, ~~earnings~~and ofWaterwells ~~$51~~sectors. ~~Comparative~~ADT ~~periods~~is ~~prior~~strategically tolocated near premier oilfields in the ~~adoption~~Rockies, ofa ~~this~~geothermal ~~standard~~and mining hub, and ~~their~~in ~~respective~~Midland, ~~disclosures~~TX ~~have~~within ~~not~~the ~~been~~Permian ~~adjusted~~Basin. ~~The~~ADT’s ~~adoption~~business ofmodel ~~ASU~~allows ~~2016-13~~the ~~did~~majority ~~not~~of ~~have~~costs, asuch ~~material~~as ~~impact~~freight, onrepairs, ~~the~~and ~~Company’s~~damages, ~~Consolidated~~to ~~Financial~~be ~~Statements~~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 manages investments in a small number of public 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 17 to the Consolidated Financial Statements for further details regarding the Company’s reportable segments: Building Solutions, Business Services, Energy Services and Investments.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the Consolidated Financial Statements. Unless otherwise stated, amounts are presented in U.S. dollars and all amounts are in thousands, except for number of shares and per share amounts.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and all of its wholly owned and majority-owned subsidiaries. All significant inter-company accounts and transactions between and among the Company and its subsidiaries have been eliminated in consolidation.

Use of Estimates

~~The~~- ~~preparation~~46 of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenue and expenses. The critical accounting estimates include revenue recognition, income taxes, and business combinations and asset acquisitions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates the estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates.-

Concentration and Credit Risk

The Company’s revenue is comprised of the operations, assets, and liabilities of the three regional businesses: Americas, Asia Pacific, and EMEA. 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.

- 38 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, the disclosures about contingent assets and liabilities, and the reported amounts of revenue and expenses. The critical accounting estimates include revenue recognition, income taxes, and business combinations and asset acquisitions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates the estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates.

Concentration and Credit Risk

The Company serves a diverse client base across multiple industries through its operating segments, including construction, energy, and global talent solutions, with customers that include mid-to-large multinational corporations, commercial contractors, energy companies, and government agencies. For the years ended December 31, 2025 and 2024, approximately 73% and 85% of revenue, respectively, was generated by its top 25 clients. In 2025, one client accounted for 23% of revenue, while in 2024 three clients accounted for an aggregate of 46% of revenue. As of December 31, 2025 and 2024, one client represented approximately 14% and 24% of accounts receivable, respectively. Our business is dependent upon the continuation of these business relationships as well as new client development. As part of our client retention and renewal strategy, we continue to develop and foster long-term relationships, and have been successful in retaining and negotiating multi-year (three to five year) contracts with most of our key partners.

Financial instruments, which potentially subject the Company to concentrations of credit risk, are primarily cash and accounts receivable. The Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables in the Consolidated Statements of Operations.

The Company may from time to time maintain cash in banks in excess of Federal Deposit Insurance Corporation insurance limits. However, the Company regularly monitors the financial condition of the institutions in which it has depository accounts and believes the risk of loss is minimal as these banks are large financial institutions with strong credit ratings.

Revenue Recognition

Revenue is measured according to ASC 606, Revenue - “Revenue from Contracts with Customers,” and is recognized based on consideration specified in a contract with a client. We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time, using an input or output method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of value added taxes, sales, or use taxes collected from clients and remitted to taxing authorities.

~~Certain~~Business ~~client~~Services ~~contracts~~Revenue have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints at period end are not material and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. No bonuses were approved or paid to our contract employees on behalf of our clients for the year ended December 31, 2024. In 2023, approximately $0.5 million in bonuses were approved and paid to our contract employees.Recognition

WeCertain ~~record~~client ~~accounts~~contracts ~~receivable~~have ~~when~~variable ~~our~~consideration, ~~right~~including tousage-based ~~consideration~~fees ~~becomes~~that ~~unconditional.~~increase ~~The~~the ~~Company’s~~transaction ~~accounts~~price ~~receivable~~and ~~balances~~volume ~~are~~rebates ~~composed~~or ofother ~~trade~~similar ~~and~~items ~~unbilled~~that ~~receivables.~~generally ~~Unbilled~~reduce ~~accounts~~the ~~receivable~~transaction ~~represent~~price. ~~revenue~~We ~~recorded~~estimate invariable ~~advance~~consideration ofusing ~~processing~~the ~~formal~~expected ~~invoices~~value ~~pursuant~~method tobased on the ~~completion~~terms of ~~contract~~the ~~provisions~~client contract and, ~~generally,~~historical ~~become~~evidence. ~~billable~~These atamounts ~~contractually~~may ~~specified~~be ~~dates. Unbilled~~constrained ~~amounts~~and are ~~expected~~only included in revenue to bethe ~~invoiced~~extent ~~and~~we ~~collected~~do ~~within~~not ~~one~~expect ~~year. Contract~~a ~~assets~~significant ~~primarily~~reversal ~~relate~~when tothe ~~our~~uncertainty ~~rights~~associated towith ~~consideration~~the ~~for~~variable ~~services~~consideration ~~provided~~is ~~that~~resolved. ~~such~~Other ~~rights~~than bonuses to ~~consideration~~be ~~are~~paid ~~conditional~~to contractors, on ~~satisfaction~~behalf of ~~future~~our ~~performance~~clients, ~~obligations.~~our Aestimated ~~contract~~amounts ~~liability~~of ~~for~~variable ~~deferred~~consideration ~~revenue~~subject isto ~~recorded~~constraints ~~when~~at ~~consideration~~period isend ~~received,~~are ornot ismaterial ~~unconditionally~~and ~~due,~~we ~~from~~do anot ~~client~~believe ~~prior~~that tothere ~~transferring~~will ~~control~~be ofsignificant ~~services~~changes to ~~the~~our ~~client~~estimates. ~~under~~Certain ~~the~~contract ~~terms~~employees ofare aentitled ~~contract.~~to ~~Deferred~~performance ~~revenue~~bonuses ~~balances~~at ~~typically~~the ~~result~~sole ~~from~~discretion ~~advance~~of ~~payments~~the ~~received~~client ~~from~~and ~~clients~~are ~~prior~~constrained tountil ~~transferring~~approved. ~~control~~Bonuses of ~~services~~$1.1 million Wewere doapproved ~~not~~and ~~have~~paid ~~any~~to ~~material~~our contract ~~assets~~employees oron ~~liabilities~~behalf as of ~~and~~our clients for the ~~years~~year ended December 31, ~~2024~~2025. No bonuses were approved and ~~2023~~paid to our contract employees on behalf of our clients for year ended December 31, 2024.

- 47 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

We record accounts receivable when our right to consideration becomes unconditional. The Company’s accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled amounts are expected to be invoiced and collected within one year. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. We do not have any material contract assets or liabilities as of and for the years ended December 31, 2025 and 2024.

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

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

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

•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates.

- 39 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

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

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

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

~~Unsatisfied~~Building ~~performance~~Solutions ~~obligations.~~Revenue As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. See Note 3 for information on disaggregated revenue.Recognition

We recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that we expect to receive in exchange for those goods or services. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue.

The majority of our contracts have a single performance obligation, including certain instances which we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For

- 48 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period.

Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time when the company creates an asset with no alternative use and we have an enforceable right to payment, including a reasonable profit margin. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date.

Our products are generally not sold with a right of return and the Company does not provide significant credits or incentives, which may be variable consideration when estimating the amount of revenue to be recognized.

Within the Building Solutions segment, we service residential and commercial construction projects by manufacturing modular housing units and other products, supplying general contractors with building materials and providing glulam products to distributors and end users. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. TT manufactures glue-laminated timber products (“glulam”) for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential). For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion.

Energy Services Revenue Recognition

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

ADT’s equipment rental agreements generally contain provisions whereby should the rented tools or components provided to a customer be deemed to be irretrievably lost during drilling operations, commonly referred to as “lost-in-hole,” ADT has the right to receive reimbursement for such losses. Amounts billed to customers are at an agreed upon price relative to the specific piece of equipment, the revenue of which is recognized at the time the loss of the equipment is confirmed. The gross profit recognized from lost-in-hold transactions is normally calculated as the difference between the amounts billed to the customer and the net book value of the lost equipment. This gross profit is presented as a separate line item in the statement of cash flows under operating activities, and the cash received in connection with these activities is presented as an offset to cash purchases of property and equipment in the investing section of the statement of cash flows, to the extent it does not exceed the cash used for the purchases of the replacement equipment.

Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. See Note 4 for information on disaggregated revenue.

- 49 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Operating Expenses

Salaries and related expenses include the salaries, commissions, payroll taxes and employee benefits related to recruitment professionals, executive level employees, administrative staff, and other employees of the Company who are not temporary contractors. Office and general expenses include occupancy, equipment leasing and maintenance, utilities, travel expenses, professional fees, and provision for expected credit losses. The Company expenses job board and legal costs as incurred.

Stock-Based Compensation

The Company applies the fair value recognition provisions of ASC 718, “Compensation - Stock Compensation.” The Company determines the fair value as of the grant date. For awards with graded vesting conditions, the values of the awards are determined by valuing each tranche separately and expensing each tranche over the required service period. The service period is the period over which the related service is performed, which is generally the same as the vesting period. The Company accounts for forfeitures as they occur. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company only granted restricted stock units and restricted shares of common stock.

Employee Benefit Programs

The Company in the U.S. sponsors a defined contribution plan covering substantially all of its full-time employees (the “401(k) Plan”). The Company recognized expense related to the 401(k) Plan totaling approximately $~~216~~264 and $~~250~~216 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

-Income ~~40 -~~Taxes

In December 2023, the FASB issued ASU 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances annual income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The standard is effective for the Company for annual periods beginning after January 1, 2025, and has been adopted on a prospective basis, with earlier periods not revised. The guidance does not change the recognition or measurement of income taxes under ASC 740; rather, it results in expanded disclosures in the notes to the consolidated financial statements, including additional disaggregation of the rate reconciliation, income taxes paid by jurisdiction, and certain information about income (loss) from continuing operations and related income tax expense by jurisdiction.

Earnings from the Company’s global operations are subject to tax in various jurisdictions both within and outside the United States. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” This standard establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities. It requires an asset and liability approach for financial accounting and reporting of income taxes.

- 50 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

~~Income~~where ~~Taxes~~it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties have also been recognized as a component of income tax expense. Although the outcome related to these exposures is uncertain, in management’s opinion, adequate provisions for income taxes have been made for estimable potential liabilities emanating from these exposures. In certain circumstances, the ultimate outcome for exposures and risks involves significant uncertainties which render them inestimable. If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have material impact on the Company’s results of operations.

ASC 740-10-55-3, “Recognition and Measurement of Tax Positions - a Two Step Process,” provides implementation guidance related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a two-step evaluation process for a tax position taken or expected to be taken in a tax return. The first step is recognition and the second is measurement. ASC 740 also provides guidance on derecognition, measurement, classification, disclosures, transition, and accounting for interim periods. The Company provides tax reserves for U.S. federal, state, local, and international unrecognized tax benefits for all periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective critical estimate. The Company assesses its tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties have also been recognized as a component of income tax expense. Although the outcome related to these exposures is uncertain, in management’s opinion, adequate provisions for income taxes have been made for estimable potential liabilities emanating from these exposures. In certain circumstances, the ultimate outcome for exposures and risks involves significant uncertainties which render them inestimable. If actual outcomes differ materially from these estimates, including those that cannot be quantified, they could have material impact on the Company’s results of operations.

The Company has provided tax on all unremitted earnings of our foreign subsidiaries taking into consideration all expected future events based on presently existing tax laws and rates.

The Company has elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

(Loss) earnings Per Share

Basic (loss) earnings per share (“EPS”) is computed by dividing the Company’s net income by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted (loss) earnings per share is computed by dividing the Company’s net income by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money” and unvested restricted stock. The dilutive impact of stock options and unvested restricted stock is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted (loss) earnings per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period, or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted (loss) earnings per share only when the market conditions are met.

Income (loss) per share calculations for each quarter include the weighted average effect for the quarter; therefore, the sum of quarterly income per share amounts may not equal year-to-date income per share amounts, which reflect the weighted average effect on a year-to-date basis. In addition, the calculation of the impact of dilutive potential common shares might be dilutive on a quarterly basis but anti-dilutive on a year-to-date basis or vice versa.

- 41 -

Index

HUDSON GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Fair Value of Financial Instruments

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:

Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate fair value because of the immediate or short-term maturity of these financial instruments.

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

- 51 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers all highly liquid investments having an original maturity of three months or less as cash equivalents.

Restricted Cash

Restricted cash primarily represents amounts required to be held on deposit for a travel and entertainment program in the U.K., a bank guarantee for licensing in Switzerland, and deposits held for office space. Restricted cash also includes cash for letters of credit for our real estate leases and certain minimum balance requirements on our banking arrangements.

Equity Securities

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

Accounts Receivable

The Company’'s accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $56,~~925~~960 and $5,~~163~~925 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

Allowance for Expected Credit Losses

The allowance for expected credit losses is estimated based on the CECL model and it takes into account information about past events, current conditions, and reasonable and supportable forecasts of future economic conditions. It represents the aggregate amount of credit risk arising from the inability of specific clients to pay our fees or from disputes that may affect our ability to fully collect ~~our~~ billed accounts receivable. ~~When~~In determining the collectability of specific customer accounts, we evaluate a number of factors ~~are evaluated~~, including: customer creditworthiness, past transaction history ~~with the customer~~, changes in ~~customer~~ financial stability, payment terms orand practices, and the effect of market conditions on each customer. Other factors considered include, but are not limited to, current economic conditions and forward-looking estimates. ~~Our~~Actual ~~actual~~results ~~experience~~ may ~~vary~~differ from our estimates. If the financial condition of our clients ~~were to deteriorate~~deteriorates, resulting in their inability or unwillingness to pay our fees, we may ~~need~~be required to record additional provisions for expected credit losses in future periods. ~~The~~Credit risk ~~of credit losses~~ may be mitigated to the extent that we ~~received~~receive aretainers ~~retainer~~ from ~~some~~certain ~~of our~~ clients prior to performing services. Changes in allowance for expected credit losses are recorded in office and general expenses on the Consolidated Statements of Operations and were not material for the year ended December 31, 2024. Accounts receivable, net of the allowance for expected credit

-Changes 42in -the allowance for expected credit losses are recorded in office and general expenses in the Consolidated Statements of Operations and were not material for the year ended December 31, 2025. Accounts receivable, net of the allowance for expected credit losses, represents the amount we expect to collect. At each reporting date, we adjust the allowance to reflect our current estimate. Billed accounts receivable are written off when the potential for recovery is considered remote.

The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based on an initial evaluation of the customer’s credit quality and are adjusted based on ongoing credit assessments, including payment history and changes in credit quality. The allowance for expected credit losses is determined based on an assessment of past collection experience, as well as consideration of current and future economic conditions and changes in customer collection trends.

- 52 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

~~losses,~~Long-Term represents the amount we expect to collect. At each reporting date, we adjust the allowance for expected credit losses to reflect our current estimate. Our billed accounts receivables are written off when the potential for recovery is considered remote.Investments

~~The~~As ~~Company~~a ~~generally~~part ~~establishes~~of ~~customer~~the ~~credit~~sale ~~limits~~of ~~and~~Digirad ~~estimates~~Health, Star Operating Companies received common equity in Insignia TTG Parent LLC (“Catalyst Parent”), the ~~allowance~~parent ~~for~~entity ~~credit~~of ~~losses~~Catalyst onformerly aknown ~~country~~as orTTG ~~geographic~~Imaging ~~basis~~Solutions, LLC. ~~Customer~~In ~~credit~~accounting ~~limits~~for ~~are~~this ~~based~~investment, ~~upon~~we anhave ~~initial~~elected ~~evaluation~~the ofmeasurement ~~the~~alternative ~~customer’s~~under ~~credit~~ASC ~~quality,~~321 ~~and~~“Accounting wefor ~~adjust~~Investments in Equity Securities”. The measurement alternative election allows for equity securities that ~~limit~~do ~~accordingly~~not ~~based~~have ~~upon~~readily ~~ongoing~~determinable ~~credit~~fair ~~assessments~~values ofto ~~the~~be ~~customer~~recorded at cost, ~~including~~with ~~payment~~adjustments ~~history~~for impairment and certain observable price changes reflected in ~~credit quality~~earnings. ~~Consistent~~Such ~~with~~securities ~~our~~are ~~adoption~~adjusted ofto ~~ASU~~fair ~~2016-13,~~value ~~effective~~when ~~January~~an 1observable price change occurs or impairment is identified. Each reporting period, ~~2023~~we ~~(refer~~perform a qualitative and quantitative assessment considering impairment indicators to ~~Note~~evaluate 3whether –the ~~Summary~~investment ofis ~~Significant~~impaired. ~~Accounting~~Impairment ~~Policies)~~indicators include, but are not limited to, significant deterioration in earnings performance, significant adverse changes in the ~~allowance~~regulatory ~~for~~or ~~expected~~economic ~~credit~~environment ~~losses~~and working capital deficiencies. If an investment is determined ~~based~~to onbe impaired, we include an ~~assessment~~impairment loss as a component of ~~past~~other ~~collection~~income ~~experience~~(expense) asequal ~~well~~to asthe ~~consideration~~difference between the fair value of ~~current~~the investment and ~~future~~its ~~economic~~carrying ~~conditions~~amount. ~~and~~During ~~changes~~the inperiod ~~our~~from ~~customer~~August ~~collection~~22, ~~trends~~2025 through December 31, 2025 we recognized no impairment loss on this investment.

On August 9, 2024, SOC completed an investment in Enservco Corporation (“Enservco”) (“Investment in Enservco”), which consisted of Enservco Common Stock, Enservco Preferred Stock, and certain other options reflected in the Share Exchange Agreement, and the Enservco Note Receivable (See Note 18, Supplementary Balance Sheet Information). The Investment in Enservco is required to be accounted for using the equity method of accounting under ASC 323, “Equity Method Investments and Joint Ventures”, as we are deemed to have significant influence over Enservco based upon GAAP rules.

Inventory

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

Debt Issuance Costs

We incur debt issuance costs in connection with debt financings. Debt issuance costs for line of credit are presented in other assets and are amortized over the term of the revolving debt agreements using the straight-line method. Debt issuance costs for term debt are netted against the debt and are amortized over the term of the loan using the effective interest method. Amortization of debt issuance costs are included in interest expense. As of December 31, 2025 we have no unamortized debt issuance costs.

Shipping and Handling Fees and Costs

We record all shipping and handling costs billed to customers as revenue earned for the goods provided. Shipping and handling costs related to continuing operations are included in cost of revenues and totaled $1,469 for the year ended December 31, 2025. There were no shipping and handling fees or costs recorded for the year ended December 31, 2024.

Warranties

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

- 53 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and are reported as Marketing and promotion in the Consolidated Income Statements. Total advertising and marketing costs were $3,957 and $3,588 for the years ended December 31, 2025 and 2024, respectively.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:

						Years
Furniture and equipment						3 - 8
Buildings and improvements						5 - 20
Capitalized software costs						3 - 5
Furniture, machinery, and equipment						3 - 13
Capitalized software costs						3 - 10
Computer equipment						3 - 5
Leasehold improvements						2 - 5

Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. The amortization periods of material leasehold improvements are estimated at the inception of the lease term.

Leases

Lease liabilities are recognized at the commencement of a lease based on the sum of lease payments over the term of the lease. Lease liabilities are reduced as payments are made. A corresponding right-of-use asset is recognized at the same time as the lease liability based on the total amount of lease expense to be recognized, which is generally the same amount as the corresponding lease liabilities. Right-of-use assets are amortized over the life of the lease on a straight-line basis. The Company’s lease agreements may include options to renew, extend, or terminate the lease. These clauses are included in the measurement of the lease liabilities when the Company is reasonably certain that it will exercise such options.

The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term.

Capitalized Software Costs

Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance with ASC 350-40, “Intangibles Goodwill and Other: Internal-Use Software.” Costs incurred during the application-development stage for software purchased and further customized by outside vendors for the Company’s use and software developed by a vendor for the Company’s proprietary use have been capitalized. Labor costs incurred during the application-development stage for the Company’s own personnel which are directly associated with software development are capitalized as appropriate. The Company expenses software and overhead cost incurred during the preliminary and/or post implementation of the project stage such as maintenance, training and upgrades or enhancements that do not increase functionality. Capitalized software costs are included in property and equipment.

- 4354 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Business Combinations and Asset Acquisitions

Intangible Assets

Intangible assets consist of customer relationships, trade names, non-competition agreements and developed technology. The Company periodically evaluates whether events or changes in circumstances have occurred that indicate long-lived assets may not be recoverable. When such circumstances are present, the Company assesses whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use and eventual disposition of the long-lived asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the long-lived asset, an impairment loss equal to the excess of the long-lived asset’s carrying value over its fair value is recorded in accordance with ASC 360-10-35. There were no impairment triggers during the year ended December 31, ~~2024~~2025.

Amortization expense is computed using the straight-line method over the following estimated useful lives:

						Years
Non-compete agreements						2 - 3
Developed Technology						3
Customer lists						32 - 6
Trade name						52 - 10

Goodwill

The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in a business combination as goodwill. The Company has allocated goodwill for certain acquisitions to its Americas reportable segment and others to its Asia Pacific reportable segment. Goodwill is not amortized and is tested for impairment on an annual basis on October 1, or when an event or changes in circumstances indicate that its carrying value may not be recoverable. ~~The Company identified multiple reporting units that carry a goodwill balance, some of which are included in the Americas reportable segment, and others in the Asia Pacific reportable segment.~~

Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

The Company has the option to perform a qualitative assessment for reporting units to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of its reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. However, if the Company concludes otherwise, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. Alternatively, the Company has the option to bypass the qualitative assessment for any reporting unit in any period

- 4455 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

and proceed directly to performing the quantitative goodwill impairment test. There were no impairment charges recorded in either fiscal year ~~2024~~2025 or ~~2023~~2024.

Foreign Currency Translation

The financial position and results of operations of the Company’s international subsidiaries are determined using local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each year-end. Statements of Operations accounts are translated at the average rate of exchange prevailing during each period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive income (loss) account in stockholders’ equity, other than translation adjustments on short-term intercompany balances, which are included in other income (expense). Gains and losses resulting from other foreign currency transactions are included in other income (expense). Intercompany receivable balances of a long-term investment nature are considered part of the Company’s permanent investment in a foreign jurisdiction and the gains or losses on such balances are reported in other comprehensive income (loss).

Comprehensive Income (Loss)

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s other comprehensive income (loss) is primarily comprised of foreign currency translation adjustments, which relate to investments that are permanent in nature.

~~Recent~~- ~~Accounting~~56 ~~Standard Update Not Yet Adopted~~-

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies FASB Accounting Standards Codification 740 to enhance the transparency and decision usefulness of income tax disclosures. ASU No. 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance, and will adopt the guidance when it becomes effective.

NOTE 3 – DISAGGREGATED REVENUE

The Company’s revenues for the years ended December 31, 2024 and 2023 were as follows:

	December 31,
	2024		2023
RPO	$	67,993	$	78,468
Contracting	72,063		82,870
Total Revenue	$	140,056	$	161,338

NOTE 4 – ACCOUNTS RECEIVABLE, NET

Accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $5,925 and $5,163 as of December 31, 2024 and 2023, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer’s credit quality, and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality. Consistent with our adoption of ASU 2016-13, effective January 1, 2023 (refer to Note 2 – Summary of Significant

- 45 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

~~Accounting~~NOTE ~~Policies),~~3 ~~the~~– ~~allowance~~ACCOUNTING for expected credit losses is determined based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends. PRONOUNCEMENTS

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

	As of December 31,
Accounts Receivable:	2024		2023
Billed receivables	$	14,559	$	14,925
Unbilled receivables	5,925		5,163
Accounts Receivable, Gross	$	20,484	$	20,088
Allowance for expected credit losses	(391)		(378)
Accounts Receivable, Net	$	20,093	$	19,710

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

~~The~~Adoption ~~following~~of ~~table~~New ~~summarizes~~Accounting ~~the total provision for expected credit losses and write-offs:~~Pronouncements

	For The Year Ended December 31,
	2024		2023
Beginning balance	$	378	$	51
Provision for expected credit losses	24		483
Write-offs and other	(11)		(207)
Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses	—		51
Ending Balance	$	391	$	378

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

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

- 57 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

NOTE 4 – REVENUE RECOGNITION

Building Solutions Revenue Recognition

Within the Building Solutions segment, we service residential and commercial construction projects by manufacturing modular housing units and other products, supplying general contractors with building materials and providing glue-laminated timber products (“glulam”) to distributors and end users. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems, and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. TT manufactures glulam for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential). For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. There are no contracts as of December 31, 2025 that are subject to over time recognition.

Business Services Revenue Recognition

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

We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints are not material, and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. $1.1 million in bonuses were approved and paid to our contract employees in year ended December 31, 2025. No bonuses were approved and paid to our contract employees on behalf of our clients for year ended December 31, 2024.

We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the year ended December 31, 2025 and 2024.

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

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

- 58 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates, and are ultimately responsible for paying them.

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

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

Energy Services Revenue Recognition

- 59 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Billings in excess of costs and estimated profit. We recognize billings in excess of costs and estimated profit on uncompleted contracts within current liabilities. Such amounts relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated profit on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. There are no liabilities associated with billings in excess of costs at December 31, 2025.

Contract Costs. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for these costs when the amortization period is one year or less. These costs primarily consist of internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the associated revenue is recognized. As of December 31, 2025, there were no contract costs recognized.

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

Changes in deferred revenue for the year ended December 31, 2025 are as follows:


Balance at December 31, 2024	$	129
Revenue recognized that was included in balance at beginning of the year	(129)
Deferred revenue, net, assumed from the acquisition of Star Operating Companies	3,609
Deferred revenue, net, related to contracts entered into during the year	(2,113)
Balance at December 31, 2025	$	1,496

- 60 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Disaggregation of Revenue

The following tables present our revenue disaggregated by major source for the years ended December 31, 2025 and 2024, respectively:


	Year ended December 31, 2025
	Building Solutions		Business Services		Energy Services		Total
Major Goods/Service Lines

Revenue from RPO Customers	$	—	$	68,379	$	—	$	68,379
Revenue from Contracting Customers	—		71,273		—		71,273
Revenue from Other Contracts with Customers	27,578		—		4,929		32,507
Total Revenues	$	27,578	$	139,652	$	4,929	$	172,159

Timing of Revenue Recognition
Services and goods transferred over time	$	—	$	99,386	$	3,447	$	102,833
Services and goods transferred at a point in time	27,578		40,266		1,482		69,326
Total Revenues	$	27,578	$	139,652	$	4,929	$	172,159


	Year ended December 31, 2024
	Business Services
Major Goods/Service Lines
Revenue from RPO Customers	$	67,993
Revenue from Contracting Customers	72,063

Total Revenues	$	140,056

Timing of Revenue Recognition
Services and goods transferred over time	$	103,098
Services and goods transferred at a point in time	36,958
Total Revenues	$	140,056

NOTE 5 – ACQUISITIONS

~~Hudson~~Star ~~Global~~Operating ~~Resources (Singapore) Pte. Ltd.~~Companies

On ~~October~~August 3122, ~~2023~~2025, the Company ~~entered~~completed ~~into~~its apreviously ~~share~~announced ~~purchase~~acquisition ~~agreement~~of bySOC ~~and~~pursuant ~~among,~~to ~~Hudson~~the ~~RPO~~Agreement ~~Limited,~~and aPlan ~~wholly owned subsidiary~~ of ~~the Company (“Buyer”)~~Merger, ~~and~~dated ~~Hudson~~as ~~Global~~of ~~Resources~~May ~~(Australia)~~21, ~~Pty~~2025 ~~Limited~~ (the “~~Seller~~Merger Agreement”),. ~~and~~This ~~completed~~resulted ~~the~~in ~~acquisition~~a bybusiness ~~Hudson~~combination ~~RPO~~pursuant ~~Limited~~to ofASC ~~all~~805, ofBusiness ~~the shares of Hudson Global Resources (Singapore) Pte~~Combinations. ~~Ltd. (“Singapore Acquisition”).~~

~~Hudson~~The ~~Singapore~~terms isof athe ~~provider~~Merger Agreement determined consideration for the purchase as follows: at the Effective Time, (i) each share of ~~recruitment~~common ~~services~~stock ~~primarily~~of SOC issued and outstanding immediately prior to ~~clients~~the ~~operating~~Effective Time (other than certain shares as set forth in ~~Singapore,~~the ~~with~~Merger Agreement) were automatically converted into the right to receive 0.23 shares of Company common stock and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a ~~30-year~~result ~~track~~of ~~record~~the Merger, former SOC common stockholders received approximately 744,291 shares of ~~senior~~Star ~~placements~~common stock for their SOC common shares and ~~project~~former ~~recruitment~~SOC ~~work~~preferred ~~across~~stockholders ~~Southeast~~received ~~Asia~~approximately ~~including~~2,690,637 ~~Singapore~~shares of Preferred Stock. No fractional shares of Star common stock were issued in the Merger, ~~Malaysia~~and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement. The total consideration paid for SOC, which represents the ~~Philippines~~fair value of the common and preferred stock, ~~Vietnam~~totaled approximately $32,174. ~~Thailand~~Prior to the completion of the Merger Agreement, the Company determined that the Merger Agreement was in the best interests of the Company and ~~Indonesia.~~for each of the Star and the SOC stockholders.

In connection with the Singapore Acquisition, Seller received $2,546 in cash, subject to certain adjustments, at the closing of the Singapore Acquisition. Additionally, Seller has a contingent right to receive earn-~~out~~ ~~payments~~61 ~~not to exceed approximately $317, based upon the achievement of certain performance thresholds and subject to the satisfaction of certain conditions.~~-

The Singapore Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $2,574, consisted of the amount paid in cash of $2,546 and a working capital adjustment of $28. Contingent earn-out payments of up to approximately $317 were excluded from the purchase price and no fair value was assigned to the earn-out as the seller did not achieve the associated revenue milestones through December 2023. The purchase price, which included $491 of cash and cash equivalents acquired, was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date of October 31, 2023, with the excess recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. The Company’s goodwill represents the expected profit growth over time that is attributable to expanding our footprint and market share in Singapore and Southeast Asia.

The values assigned to the assets acquired and liabilities assumed are based on the fair value available and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may

- 46 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

~~result~~In inaccordance ~~adjustments~~with ASC 805, Business Combinations, we accounted for this transaction as a business combination and recorded the acquired assets of SOC at their estimated fair value. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2025. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, inventory, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. The fair values of assets acquired and liabilities assumed were determined using valuation techniques consistent with ASC 820, Fair Value Measurement. These fair value measurements are considered nonrecurring and were determined as of the acquisition date. As noted in Note 2, Description of Business, SOC is reported as part of our Building Solutions, Energy Services, and Investments segments. The Company incurred transaction costs related to the ~~Singapore~~SOC Acquisition of $131,600 that were expensed as part of “Office and general”.

~~Below~~During isthe ameasurement ~~summary~~period, of the ~~fair~~Company ~~value~~recorded ofadjustments to the ~~net~~preliminary ~~assets~~purchase ~~acquired~~price onallocation related to additional information obtained about facts and circumstances that existed as of the acquisition date. ~~based~~These onadjustments ~~external~~resulted ~~valuations~~in atan increase to Accrued expenses and other current liabilities of $896 and a decrease to Inventory and Accounts receivable, net of $457 and $352, respectively. In addition, Notes receivable, net of current portion increased by $1,705 to reflect updated information obtained during the ~~date~~measurement period regarding the terms and estimated fair value of the ~~Singapore~~contingent ~~Acquisition~~consideration associated with the Catalyst acquisition.

	Fair Value
Assets Acquired:
Cash and cash equivalents	$	491
Accounts receivable	753
Prepaid expenses and other assets	88
Property and equipment	9
Operating lease right-of-use assets	32
Deferred tax assets	766
Intangible assets	212
Goodwill	847
Assets Acquired	$	3,198
Liabilities Assumed:
Accrued expenses and other current liabilities	$	580
Other long-term liabilities	44
Liabilities Assumed	$	624
Fair value of consideration transferred	$	2,574

The increase in Accrued expenses and other current liabilities primarily reflects the recognition of pre‑acquisition obligations consisting of $180 for litigation expenses, $375 of sales tax liabilities, $65 of professional fees, and $428 of current liabilities related to inventory management system implementation and benefit cost, partially offset by a $152 state tax refund. The decrease in Accounts receivable, net relates to the write‑off of a receivable that was determined not to be collectible as of the acquisition date.

	Fair Value		Useful Life
Non-compete agreements	$	28	5 years
Customer lists	97		4 years
Trade name	87		5 years
Total identifiable assets	$	212

In connection with the terms of the acquisition of ADT by Star Operating Companies, Inc. on March 3, 2025, the Company agreed to pay $1.0 million in cash to the former owners of ADT on or before the one-year anniversary of the acquisition date.

Related Party Considerations

As disclosed in the Registration Statement on Form S-4, which was declared effective by the SEC on July 22, 2025, and the Joint Proxy Statement/Prospectus filed with the SEC on July 23, 2025 (the "Joint Proxy Statement/Prospectus"), Jeffrey Eberwein, Hudson's Chief Executive Officer and the holder of approximately 10% of Hudson's common stock at the time of the Merger, was also a director and substantial stockholder of Star Operating Companies. The number of shares of common stock issued in connection with the Merger represented in excess of 5% of the shares of Hudson common stock outstanding immediately prior to the Merger, and stockholders of Star Operating Companies immediately prior to the Merger held approximately 21% of the outstanding shares of Hudson common stock following the consummation of the Merger. Mr. Eberwein continues to serve as Chief Executive Officer and remains a significant stockholder of the Company, holding approximately 27% of outstanding shares of Star Equity Holdings, Inc. as of December 31, 2025.

The following table sets forth the purchase price allocation of SOC to the estimated fair value of assets acquired as of the acquisition date:

- 62 -

Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	4,641
Restricted cash, current	597
Investments in equity securities	2,561
Accounts receivable	11,463
Inventories, net	9,101
Note receivable, current portion	269
Prepaid and other	1,246
Property and equipment, net	17,959
Operating lease right-of-use assets	8,608
Long term investments	953
Notes receivable, net of current portion	8,473
Restricted cash, non-current	1,729
Assets Acquired	$	67,600
Liabilities Assumed:
Current payables	$	3,203
Accrued salaries, commissions and benefits	2,165
Accrued expenses and other current liabilities	5,162
Short-term debt	6,042
Deferred revenue	3,609
Operating lease liabilities, current portion	228
Long-term debt, net of current portion	6,630

Operating lease liabilities, net of current portion	8,387

Liabilities assumed	$	35,426

Fair value of consideration transferred	$	32,174

The revenue and net income of SOC from August 22, 2025 through December 31, 2025 totaled $32,507 and $613, respectively.

Unaudited Pro Forma Financial Information

The following unaudited consolidated pro forma information gives effect to the acquisitions of SOC as if the transactions had occurred on January 1, 2024.


	Year ended December 31,
Pro-forma	2025		2024
Revenue	$	222,967	$	193,415
Gross Profit	$	93,995	$	81,207
Net loss attributable to common shareholders	$	(6,589)	$	(17,248)

Alpha Consulting Group Acquisition

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

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Index

STAR EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

The Company’s Consolidated Statements of Operations for the year ended December 31, 2025, included revenue of $254 and net loss of $136 from ACG.

Below is a summary of the fair value of the net assets acquired on the acquisition date:


	Fair Value
Assets Acquired:
Cash and cash equivalents	$	10
Accounts receivable	29
Prepaid and other	5
Intangible assets	95
Goodwill	242
Restricted cash, non-current	4
Assets Acquired	$	385
Liabilities Assumed:
Current payables	$	77
Accrued salaries, commissions and benefits	3
Accrued expenses and other current liabilities	126
Deferred tax Liabilities	33
Liabilities Assumed	$	239

Fair value of consideration transferred	$	146

NOTE 6 – STOCK-BASED COMPENSATION

Equity Compensation Plans

The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020, ~~and~~ May 17, 2022 and August 22, 2025 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate onfor the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.

-The 47Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants, or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On August 31, 2025, the Company’s stockholders at the 2025 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 400,000 shares and to permit the issuance of 175,000 shares of the Company’s preferred stock. As of

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Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

~~prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control~~December 31, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 102025, ~~2016,~~there ~~effective~~were ~~upon a change in control of our Company~~337,245 ifshares ~~the executive is employed by us or an affiliate~~ of ~~ours immediately prior to~~ the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company’s ~~primarily~~common ~~grants restricted~~ stock and ~~restricted~~170,320 ~~stock~~shares ~~units to its employees. A restricted stock unit is equivalent to one share~~ of the Company’'s ~~common~~preferred stock ~~and~~available isfor ~~payable~~future ~~only~~issuance ~~in common stock of the Company issued~~ under the ISAP.

~~The~~All ~~Compensation~~share ~~Committee~~issuances ~~administers~~related ~~the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged~~ to become an officer or employee, consultants, or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On May 17, 2022, the Company’s stockholders at the 2022 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock ~~that~~compensation plans are ~~reserved~~issued ~~for~~from ~~issuance by 250,000 shares. As of December 31, 2024, there were 52,264 shares of~~ the ~~Company’s~~aforementioned ~~common~~ stock available for future issuance under ~~the~~stockholder ~~ISAP.~~approved compensation plan.

During the year ~~2024~~2025, the Company granted 4748,~~647~~688 restricted stock units subject to performance vesting conditions for the year ended December 31, ~~2024~~2025. In addition, ~~and~~the Company granted 128,~~540~~918 ~~discretionary~~ time-vested restricted stock units to a certain ~~employees~~employee that were not subject to performance conditions. The RSUs vest on the first anniversary of the grant date, with each RSU representing the right to receive one share of common stock upon settlement. Additionally, 7066,~~373~~171 time-vested restricted stock units were granted to the Global Chief Executive Officer at Hudson ~~RPO~~Talent Solutions. InDuring ~~the previous year~~2024, ~~2023,~~ the Company granted 2847,~~841~~647 restricted stock units subject to performance vesting conditions and granted ~~an additional 1~~12,~~250~~540 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions ~~for the year ended December 31, 2023~~. ~~In addition~~Additionally, 6570,~~105~~373 time-vested restricted stock units were granted to the Global Chief Executive Officer at Hudson RPO in 2024. In connection with the merger on August 22, 2025, the Company converted the unvested restricted stock unit awards previously granted under SOC’s equity incentive plans at the exchange ratio of 0.23 shares to 1. As of the merger date, these assumed awards consisted of 22,717 performance-based restricted stock units and 6,046 time-based restricted stock units. The assumed awards continue to be subject to their original vesting terms and conditions, and are recognized as part of the Company’s ongoing stock-based compensation expense.

A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the year ended December 31, ~~2024~~2025 was as follows:

Vesting conditions

Number of Restricted Stock Units Granted

Performance and service conditions - Type 1 (1) (2)

1413,~~939~~296

Performance and service conditions - Type 2 (1) (2)

3235,~~708~~392

Service conditions only - Type 1 (2)

82,913

Service conditions only - Type 1 and Type 3 (2) (3)

75,089

Total shares of stock award granted

~~130~~123,~~560~~777

(1)The performance conditions with respect to restricted stock units may be satisfied as follows:

(a)For grants to Corporate office employees subject to ~~2023~~2025 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.

(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:

(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;

(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and

(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.

~~The Company also maintains the Director Deferred Share Plan~~ (~~the “Director Plan”~~3)To ~~as part of~~ the ~~ISAP~~extent ~~pursuant to which it can issue~~ restricted stock units toare ~~its~~earned, ~~non-employee~~such ~~directors. A~~ restricted stock ~~unit~~units iswill ~~equivalent~~vest toon ~~one~~the ~~share~~basis of ~~the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing~~ service as a member of the Company’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain follows:

-(a)100% 48for -Type 3 of the restricted stock units will vest on the first anniversary of the grant date.

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

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Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

~~the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award~~ is ~~calculated using the same rate as the cash dividend~~ paid ~~on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid~~ to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company granted 2054,~~284~~241 and 20,~~728~~284 restricted stock units to its non-employee directors pursuant to the Director Plan, respectively.

As of December 31, ~~2024~~2025, ~~234~~12,~~150~~169 restricted stock units are deferred under the Company’s ISAP.

OnFor ~~October 1, 2020,~~ the ~~Company~~years ~~granted~~ended 52December 31,~~226~~ ~~restricted~~2025 ~~shares~~and of2024, ~~common~~the Company’s stock-based tocompensation beexpense ~~issued~~related ~~over~~to 30restricted ~~months~~stock inunits ~~connection~~and ~~with~~restricted ~~its~~shares ~~acquisition~~ of ~~Coit~~common ~~Staffing~~stock, ~~Inc.~~which ~~Accordingly,~~are ~~for~~included in the ~~years~~accompanying ~~ended~~Consolidated ~~December 31,~~Statements ~~2024~~of ~~and 2023~~Operations, ~~the~~were ~~Company~~as ~~recognized $0 and $16 in associated stock-based compensation. See Note 5 for additional information.~~follows:

For the years ended December 31, 2024 and 2023, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock, which are included in the accompanying Consolidated Statements of Operations, were as follows:


	For The Year Ended December 31,
	2025		2024


Restricted stock units	$	1,497	$	1,173
Restricted stock units-cash settled liabilities	—		107
Total	$	1,497	$	1,280

	For The Year Ended December 31,
	2024		2023
Restricted shares of common stock	$	—	$	16
Restricted stock units	1,173		1,453
Restricted stock units-cash settled liabilities	107		—
Total	$	1,280	$	1,469

As of December 31, 2025 and 2024, the Company’s unrecognized compensation expense and the weighted average periods over which the compensation expense is expected to be recognized relating to the unvested portion of the Company’s restricted stock unit awards, were as follows:

As of December 31, 2024 and 2023, the Company’s unrecognized compensation expense and the weighted average periods over which the compensation expense is expected to be recognized relating to the unvested portion of the Company’s restricted stock unit awards, were as follows:


	As of December 31,
	2025			2024
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years


Restricted stock units	$	1,182	0.9	$	1,445	0.9

	As of December 31,
	2024			2023
	Unrecognized Expense		Weighted Average Period in Years	Unrecognized Expense		Weighted Average Period in Years
Restricted stock units	$	1,445	0.9	$	1,346	0.9

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- 49 -

Index

~~HUDSON~~STAR ~~GLOBAL~~EQUITY HOLDINGS , INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Restricted Stock Units

Changes in the Company’s restricted stock units arising from grants to certain employees and non-employee directors for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows:


	Year Ended December 31, 2025
	Performance-based			Time-based/Director			Total
	Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1	55,591	$	17.58	128,474	$	14.96	184,065	$	15.75
Granted	48,688	$	13.15	129,330	$	9.74	178,018	$	10.67
SOC Grants assumed	22,717	$	15.17	6,046	$	14.07	28,763	$	14.94

Vested	(16,419)	$	24.05	(63,101)	$	13.90	(79,520)

Filing Compare · Star Equity Holdings, Inc.