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, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38704 STAR EQUITY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 59-3547281 (State or other jurisdiction of incorporation or organization) (IRS ...

Financial Data and Key Metrics Changes - In Q4 2025, revenue grew by 69% year-over-year, gross profit increased by 38%, and adjusted EBITDA surged by 156% to $2.2 million [4] - For the full year 2025, revenue increased by 23%, gross profit rose by 14%, and adjusted EBITDA grew from $0.9 million to $4.2 million compared to 2024 [4] - On a pro forma basis, full year revenue reached approximately $225 million, a 7% increase, with gross profit at approximately $95 million, a 6% increase, and adjusted EBITDA nearly tripling to $12.6 million [4][5] Business Line Data and Key Metrics Changes - The business services segment saw a 3% increase in gross profit in Q4 2025 compared to Q4 2024, while full year gross profit increased by 2% [7] - The building solutions segment reported Q4 2025 revenue of $18 million, gross profit of $4.6 million, and adjusted EBITDA of $1.9 million, with full year revenue at $27.6 million [10] - The energy services division generated Q4 2025 revenue of $3.6 million, gross profit of $1.6 million, and adjusted EBITDA of $0.9 million, with full year revenue of $4.9 million [13][14] Market Data and Key Metrics Changes - The APAC and Americas regions delivered strong performances in the business services segment, with gross profit increases of 11.7% and 4.4% respectively, while EMEA experienced an 18.7% decline [7] - The building solutions backlog as of December 31, 2025, was $9.6 million, with a trailing twelve-month book-to-bill ratio of 0.89 [10] Company Strategy and Development Direction - The company is focused on driving organic growth, improving operational efficiency, and maintaining a disciplined approach to capital allocation [16] - Strategic investments are being made to accelerate future growth while realizing cost efficiencies through operational improvements [8] - The company plans to deepen its presence in core markets while thoughtfully entering new markets with attractive long-term demand [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term outlook, noting that 2025 was a transformational year and that the integration post-merger is progressing well [15] - The company anticipates a gradual recovery in the U.S. home construction market in 2026, driven by underlying demand and favorable demographics [11] - Management acknowledged that Q1 2026 is expected to be the weakest quarter of the year, but they are optimistic about significant improvements in the following quarters [32] Other Important Information - The company ended 2025 with $13.4 million in cash, including restricted cash, and $215 million of usable NOL carryforwards [5][6] - The company repurchased over $2.6 million of its stock in 2025 and plans to continue using share repurchases to enhance shareholder value [15] Q&A Session Summary Question: Backlog drop and weather impact - Management acknowledged that the backlog drop from Q3 to Q4 had some seasonality and weather impacts, affecting project timelines and financing [19][21][22] Question: M&A activity update - Management confirmed ongoing discussions regarding acquisition opportunities across all divisions, with expectations to finalize one or more by the end of the year [23][24] Question: Q4 results alignment with expectations - Management indicated that Q4 results were roughly in line with expectations but noted weaknesses in EMEA and project slippage in building solutions [30][31] Question: Organic growth excluding Japan acquisition - Management stated that the Japanese acquisition had minimal impact on organic growth, with expectations for growth in FY 2026 [65][66] Question: Cash taxes expectations - Management discussed the complexity of predicting cash taxes due to varying statutory rates in different countries, with expectations of modest cash taxes in the range of $1 million to $2 million [70][74]

Star Equity Holdings (NasdaqGS:HSON) Q4 2025 Earnings call March 18, 2026 10:00 AM ET Company ParticipantsGeorge John Melas-Kyriazi - FounderJake Zabkowicz - Global CEOJeffrey Eberwein - CEOMathew K. Diamond - CFORichard Coleman - COOTheodore O'Neill - CEONone - ShareholderConference Call ParticipantsJoe Gomes - Senior Research AnalystMichael Matson - AnalystOperatorGreetings everyone, and welcome to Star Equity Holdings fourth quarter 2025 financial results conference call. Please be advised that the discu ...

Financial Data and Key Metrics Changes - In Q4 2025, revenue grew by 69% compared to Q4 2024, gross profit increased by 38%, and adjusted EBITDA surged by 156% to $2.2 million [4] - For the full year 2025, revenue increased by 23% compared to 2024, gross profit rose by 14%, and adjusted EBITDA grew from $0.9 million to $4.2 million [4] - On a pro forma basis, full year revenue reached approximately $225 million, a 7% increase, gross profit grew to approximately $95 million, a 6% increase, and adjusted EBITDA almost tripled to $12.6 million [4][5] Business Line Data and Key Metrics Changes - The business services segment achieved a 3% increase in gross profit in Q4 2025 compared to Q4 2024, while full year gross profit increased by 2% [6] - The building solutions segment reported Q4 2025 revenue of $18 million, gross profit of $4.6 million, and adjusted EBITDA of $1.9 million [9] - For the full year 2025, building solutions revenue was $27.6 million, gross profit was $6.3 million, and adjusted EBITDA was $2.5 million [9] - The energy services division reported Q4 2025 revenue of $3.6 million, gross profit of $1.6 million, and adjusted EBITDA of $0.9 million [11] Market Data and Key Metrics Changes - The APAC and Americas regions delivered strong performances in the business services segment, with gross profit increases of 11.7% and 4.4% respectively, while EMEA experienced an 18.7% decline [6] - The building solutions backlog as of December 31, 2025, was $9.6 million, with a trailing twelve-month book-to-bill ratio of 0.89 [9] Company Strategy and Development Direction - The company is focused on driving organic growth, improving operational efficiency, and maintaining a rigorous approach to capital allocation [15] - Strategic investments are being made to accelerate future growth while realizing cost efficiencies through operational improvements [7] - The company plans to deepen its presence in core markets while thoughtfully entering new markets with attractive long-term demand [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term outlook and believes the stock is undervalued, highlighting the strength of the business and future opportunities [14] - The company anticipates a gradual recovery in the U.S. home construction market in 2026, driven by long-term housing shortages and favorable demographics [10] - Management acknowledged that Q1 2026 is expected to be the weakest quarter of the year, but they are optimistic about significant improvements in the following quarters [29] Other Important Information - The company ended 2025 with $13.4 million in cash, including restricted cash, and $215 million of usable NOL carryforwards [5] - The company repurchased over $2.6 million of its stock in 2025 and plans to continue using share repurchases to enhance shareholder value [14] Q&A Session Summary Question: Impact of backlog drop from Q3 to Q4 - Management indicated that there is some seasonality to the backlog drop and that weather and financing issues have also played a role [18][19] Question: Update on M&A activity - Management confirmed ongoing discussions regarding acquisition opportunities across all three divisions, with expectations to finalize one or more by the end of the year [21][22] Question: Performance expectations for Q4 results - Management stated that Q4 results were roughly in line with expectations but noted weaknesses in the EMEA region and building solutions due to weather and project delays [28][29] Question: Organic growth excluding Japanese acquisition - Management indicated that the Japanese acquisition had minimal impact on FY 2025 revenue, and organic growth strategies are expected to continue [63] Question: Cash taxes expectations for 2026 - Management noted that cash taxes are difficult to predict but expect to pay modest amounts based on international operations and statutory rates [69][73]

Common Stock: Series A 10% Preferred Stock: Nasdaq: STRR Nasdaq: STRRP A Diversified Holding Company Creating Shareholder Value through Organic Growth, Acquisitions, and Share Repurchases Q4 2025 Earnings Call March 18, 2025 www. s ta requi ty.com 1 Forward-Looking Statements "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains statements that the Company believes to be "forward-looking statements" within the meaning of Section 27A of the Securities ...

Revenue and Profitability - Revenue for Q4 2025 was $56.8 million, a 69% increase from Q4 2024[6] - Gross profit for Q4 2025 was $24.2 million, up 38% from Q4 2024[6] - Full-year 2025 revenue reached $172.2 million, a 23% increase from 2024[6] - Full-year 2025 adjusted EBITDA was $4.2 million, compared to $0.9 million in 2024[6] - Building Solutions revenue for Q4 2025 was $18.0 million, with adjusted EBITDA of $1.9 million[8] - Full-year 2025 Business Services revenue was $139.7 million, slightly down from $140.1 million in 2024[11] - Energy Services revenue for full-year 2025 was $4.9 million, with adjusted EBITDA of $1.0 million[12] - Total revenues for the three months ended December 31, 2025, were $56,793,000, compared to $33,600,000 for the same period in 2024, representing a 69% increase[33] - Building Solutions segment generated revenues of $17,975,000 for the three months ended December 31, 2025, with Business Services contributing $35,207,000[33] - Gross profit for the year ended December 31, 2025, was $79,869,000, up from $70,152,000 in 2024, indicating an increase of 14%[33] - For the year ended December 31, 2025, total revenue from external customers reached $172,159 million, with a gross profit of $79,869 million[39] Expenses and Losses - Operating expenses for the three months ended December 31, 2025, totaled $24,318,000, compared to $17,729,000 in the same period of 2024, reflecting a 37% increase[33] - Net loss attributable to common shareholders for the year ended December 31, 2025, was $6,657,000, compared to a loss of $4,770,000 in 2024[33] - The company reported a basic loss per share of $1.85 for the year ended December 31, 2025, compared to a loss of $1.59 in 2024[33] - The net loss attributable to common shareholders for the same period was $2,382 million, compared to a net loss of $585 million for the three months ended December 31, 2024[37] - The adjusted net loss for the three months ended December 31, 2025, was $347 million, resulting in an adjusted diluted loss per share of $0.10[47] - The company reported a net loss of $1,709 million for the three months ended December 31, 2025, with a diluted loss per share of $0.48[47] Cash and Assets - The company ended Q4 2025 with $13.4 million in cash, including $3.1 million in restricted cash[17] - Cash and cash equivalents decreased to $10,269,000 as of December 31, 2025, down from $17,011,000 in 2024[35] - Total assets increased significantly to $113,231,000 as of December 31, 2025, compared to $52,583,000 in 2024, marking a 115% growth[35] - Total liabilities rose to $47,524,000 as of December 31, 2025, compared to $12,155,000 in 2024, indicating a 291% increase[35] - The company has a total stockholders' equity of $65,707,000 as of December 31, 2025, up from $40,428,000 in 2024, reflecting a 62% increase[35] Adjusted Metrics - Adjusted EBITDA for the three months ended December 31, 2025, was $2,208 million, while for the year ended December 31, 2025, it was $4,191 million[37][39] - The adjusted net loss attributable to common shareholders for the year ended December 31, 2025, was $641 million, equating to an adjusted diluted loss per share of $0.20[47] - The pro forma adjusted net income attributable to common shareholders for the year ended December 31, 2025, was $4,965 million, leading to a pro forma adjusted diluted income per share of $1.35[51] Transaction Costs and Other Income - The company incurred transaction costs related to mergers and acquisitions amounting to $371 million for the three months ended December 31, 2025[37] - The company incurred transaction costs related to mergers and acquisitions totaling $5,004 million in 2025, compared to $1.646 million in 2024, indicating increased activity in this area[41] - Interest income for the year ended December 31, 2025, was $449 million, reflecting the company's investment activities[39] - Interest income for 2025 was $1.249 million, consistent with the previous year, reflecting stable financial management[41] - The company reported dividends on Series A perpetual preferred stock of $740 million for the year ended December 31, 2025[47] Foreign Currency and Taxation - The company experienced a foreign currency gain of $303 million for the year ended December 31, 2025, contributing positively to its financial results[39] - The company reported a foreign currency gain of $303,000 in 2025, compared to a gain of $161,000 in 2024, indicating improved currency management[41] - The provision for income taxes in 2025 was $330,000, a decrease from $1.576 million in 2024, suggesting better tax efficiency[41] Depreciation and Amortization - The company reported total depreciation and amortization of $884 million for the three months ended December 31, 2025, and $2,078 million for the year ended December 31, 2025[37][39] - Total depreciation and amortization expenses for 2025 amounted to $5.618 million, slightly higher than $5.668 million in 2024[41]

Summary of Star Equity Holdings Conference Call Company Overview - **Company Name**: Star Equity Holdings (NasdaqGS:HSON) - **Nature**: A diversified holding company comprising three operating divisions: Building Solutions, Business Services, and Energy Services, along with an Investments Division [2][4] Key Points and Arguments Business Segments - **Building Solutions**: Focuses on factory-based construction, emphasizing faster, cheaper, and greener building methods. This segment is expected to grow significantly, particularly in the Northeast and Upper Midwest [3][4] - **Business Services**: Provides talent management and procurement services through a subscription model, targeting Fortune 500 companies. This segment is anticipated to recover from a trough and grow due to recent management changes and investments [3][18] - **Energy Services**: The newest division, with plans to expand into alternative energy sectors. Current EBITDA is projected to grow from $1 million to $10 million [21] - **Investments Division**: Holds assets in private companies and real estate, with a focus on acquiring undervalued microcaps [4][12] Financial Projections - **2026 Projections**: Expected EBITDA of $13 million and revenues of approximately $240 million. The company anticipates organic growth leading to an EBITDA of $40 million by 2030 [12][34] - **Acquisition Strategy**: Plans to pursue bolt-on acquisitions to enhance existing business segments, with a preference for cash or preferred stock transactions [12][30] Market Position and Growth Strategy - **Microcap to Small-Cap Transition**: The company aims to transition from microcap to small-cap status through strategic acquisitions and organic growth [2][13] - **Acquisition Targets**: Focus on capital-light businesses with low maintenance CapEx, particularly in fragmented industries. The company is also looking for businesses owned by baby boomers lacking succession plans [15][14] - **AI Integration**: The company is developing AI services to enhance its staffing business, aiming to differentiate itself in the market [23][24] Management and Operational Efficiency - **Management Structure**: A small corporate team allows operating managers to focus on business growth without public company distractions. The company has built an internal M&A team similar to a private equity firm [5][6] - **Cost Management**: The company believes it can eliminate $2 million-$3 million in costs from any public company it acquires due to operational redundancies [28] Additional Important Insights - **Insider Ownership**: High insider ownership indicates confidence in the company's future performance, with recent insider buying activity [12] - **Market Conditions**: The staffing industry is expected to grow by 5%-10% in 2026, with Star Equity anticipating to outpace this growth [34] - **Real Estate Portfolio**: Valued at $10-$15 million, with potential for monetization through sale-leaseback transactions [22] This summary encapsulates the key insights from the conference call, highlighting the company's strategic direction, financial outlook, and operational focus.

Revenue and Growth - Revenue for the nine months ended September 30, 2025, was $115.4 million, an increase of $8.9 million, or 8.4%, compared to $106.5 million for the same period in 2024[238] - The revenue growth was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, contributing 10 percentage points to the revenue increase[238] - Revenue for Q3 2025 was $48.0 million, up from $36.9 million in Q3 2024, representing a 30.1% increase, primarily due to the acquisition of Star Operating Companies contributing 30 percentage points to revenue growth[239] - For the nine months ended September 30, 2025, revenue increased by $10.0 million, or 9.5%, with the Star Operating Companies contributing 10 percentage points to this growth[242] Profitability and Expenses - Gross profit for Q3 2025 was $20.6 million, an increase of 10.9% from $18.6 million in Q3 2024, driven by the Star Operating Companies acquisition which added 11 percentage points to gross profit growth[239] - Gross profit for the nine months ended September 30, 2025, was $55.7 million, a 5.9% increase from $52.5 million in the same period of 2024, with the acquisition contributing 4 percentage points to the growth[242] - SG&A and Non-Op expenses rose to $21.8 million in Q3 2025, a 15.5% increase from $18.9 million in Q3 2024, with the acquisition contributing $2.2 million to this increase[239] - SG&A and Non-Op for the nine months ended September 30, 2025, was $58.5 million, up from $55.5 million in the same period of 2024, with the acquisition contributing $2.2 million to this increase[242] - Operating income for the nine months ended September 30, 2025, was $1.6 million, compared to $0.4 million in 2024, while EBITDA increased to $1.3 million, or 1% of revenue[273] Losses and Financial Position - EBITDA loss for Q3 2025 was $0.9 million, worsening from a loss of $0.3 million in Q3 2024, with a constant currency basis also reflecting a $0.6 million increase in loss[239] - Net loss for Q3 2025 was $1.8 million, compared to a net loss of $0.8 million in Q3 2024, indicating an increase in loss of $0.9 million[239] - Net loss for the nine months ended September 30, 2025, remained at $4.2 million, slightly increasing from the same period in 2024, with a constant currency basis reflecting a $0.1 million increase in loss[242] - For the three months ended September 30, 2025, the net loss was $1.8 million, an increase of $0.9 million compared to a net loss of $0.8 million for the same period in 2024[291] - For the nine months ended September 30, 2025, the net loss was $4.2 million, consistent with the net loss of $4.2 million for the same period in 2024[292] Business Segments Performance - The Building Solutions division continues to see significant demand for products despite a higher interest rate environment, although execution delays have been noted[232] - The Business Services division faced challenging market conditions in the first three quarters of 2025 due to persistent inflation and decreased demand for labor[233] - For the three months ended September 30, 2025, Building Solutions generated revenue of $9.6 million, reflecting recovery from previous macroeconomic challenges[248] - Building Solutions contributed a gross profit of $1.7 million for the three months ended September 30, 2025, supported by higher volumes and improved project mix[249] - Business Services revenue for the three months ended September 30, 2025, was $37.0 million, a 1% increase compared to the same period in 2024[252] - Total gross profit for Business Services was $18.6 million for the three months ended September 30, 2025, with a gross profit margin of 50%[259] Strategic Initiatives and Future Outlook - The company plans to explore strategic alternatives to enhance market position and profitability, including organic growth and selective acquisitions[228] - The company aims to introduce new services in the Building Solutions division, including logistics and on-site installation[234] - The Company acknowledges that all statements other than historical facts are forward-looking statements, subject to various risks and uncertainties[308] - Key risks include global economic fluctuations, potential acquisition-related risks, and competition in the Company's markets[308] - The Company emphasizes the importance of strategic initiatives and the ability to achieve anticipated benefits from proposed mergers[308] Cash Flow and Liquidity - Net cash used in operating activities for the nine months ended September 30, 2025, was $3.4 million, a decrease of $1.4 million from $4.8 million in the same period in 2024[294] - Net cash provided by investing activities for the nine months ended September 30, 2025, was $6.2 million, compared to $1.1 million in 2024, primarily due to cash received from the acquisition of Star Operating Companies[295] - As of September 30, 2025, cash and cash equivalents totaled $18.5 million, an increase from $17.7 million as of December 31, 2024[293] - As of September 30, 2025, the Company had cash and cash equivalents on hand of $15.4 million, indicating sufficient liquidity for at least the next 12 months[298] Risks and Challenges - There are concerns regarding the impact of rising inflationary pressures and interest rates on quarterly operating results[308] - The Company faces risks related to the loss of business with major customers and the ability to maintain client relationships[308] - The Company is dependent on key management personnel and skilled professionals for its operations[308] - Cybersecurity threats and attacks pose significant risks to the Company's operations and client service[308] - The Company is exposed to international operational risks, including foreign currency fluctuations and geopolitical events[308] - The Company must manage costs effectively to maintain acceptable levels of operation[308]

Financial Data and Key Metrics Changes - For Q3 2025, revenue totaled $48 million, representing a 30% increase from Q3 2024. Gross profit rose 11% [4] - The company reported a net loss of $1.8 million, or $0.54 per share, compared to a net loss of $800,000, or $0.28 per diluted share in the same quarter last year [4] - On a non-GAAP basis, adjusted net income per share was $0.02 compared to an adjusted net loss of $0.13 per share in the prior year quarter [4] - Pro forma adjusted earnings per share were positive $0.19 versus negative $0.54 in the third quarter a year ago [5] - Adjusted EBITDA increased to $1.3 million from $800,000 in the third quarter of last year, reflecting improved operating leverage following the merger [5] Business Line Data and Key Metrics Changes - Business services revenue was $37 million, slightly up from $36.9 million the same period last year, with gross profit remaining flat at $18.6 million [8] - Building solutions revenue totaled $9.6 million, with a gross profit of $1.7 million and adjusted EBITDA of $600,000 [11] - On a pro forma basis, building solutions revenue was $21.4 million, up from $13.7 million in Q3 2024, with pro forma gross profit rising to $5.3 million [11] - Energy services revenue was $1.3 million, with gross profit of $300,000 and adjusted EBITDA of $100,000 [13] - Pro forma energy services revenue increased to $3.7 million, gross profit reached $1.5 million, and pro forma adjusted EBITDA rose to $1 million [13] Market Data and Key Metrics Changes - The broader acquisition market has contracted in 2025 compared to 2024, but the business services segment maintained profitability [6] - The building solutions segment capitalized on the rebound in commercial construction demand while managing through softness in residential markets [11] - The energy services segment achieved strong results despite a broader slowdown across the energy sector [13] Company Strategy and Development Direction - The company is operating as a diversified holding company with four divisions: building solutions, business services, energy services, and investments [3] - The strategy emphasizes expanding geographical footprint and broadening service offerings to existing and prospective clients [9] - The company is focused on operational excellence and prudent capital allocation to maximize shareholder returns [16] - A new $3 million share repurchase program has been authorized, reflecting confidence in long-term growth prospects [16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the integration of the recent merger and the realization of efficiencies across shared services [14] - The company aims to achieve $2 million in synergies from the merger, with expectations to reach this run rate within six months [52] - Management noted that the current environment is characterized by low attrition rates at Fortune 500 companies, indicating a potential recovery in the market [55] Other Important Information - The company repurchased about 8% of its shares outstanding during the third quarter, demonstrating confidence in its intrinsic value [16] - The building solutions segment ended the quarter with a $20 million backlog of committed orders, indicating a healthy pipeline [12] Q&A Session Summary Question: Record performance in building solutions - Management acknowledged strong throughput from projects that were previously delayed, contributing to record performance [19] Question: Seasonal trends in revenue - Management indicated that the fourth quarter's performance is dependent on weather patterns and site readiness [20] Question: Business services revenue differences by region - Management explained that the adjusted net revenue as a percentage of sales is higher in the Americas due to significant growth and the nature of the RPO business [26] Question: Update on European market performance - Management noted a downturn in the European market but expressed optimism about future growth due to a new management team [28][31] Question: Expected synergies from the merger - Management confirmed the target of $2 million in synergies, expected to be realized within six months [52] Question: Future acquisitions and growth strategy - Management indicated a focus on adding size to existing businesses and exploring bolt-on acquisitions in existing geographies [35]

Consolidated Financial Results (Q3 2025) - Revenue increased by 301% to $480 million compared to $369 million in Q3 2024[9] - Gross Profit increased by 109% to $206 million compared to $186 million in Q3 2024[9] - Adjusted EBITDA increased significantly by 558% to $13 million compared to $08 million in Q3 2024[9] - Pro Forma Adjusted EBITDA increased dramatically by 4087% to $31 million compared to $06 million in Q3 2024[9] - Net Loss increased by 1085% to $(18) million compared to $(08) million in Q3 2024[9] Consolidated Financial Results (Q3 YTD 2025) - Revenue increased by 84% to $1154 million compared to $1065 million in Q3 YTD 2024[12] - Gross Profit increased by 59% to $557 million compared to $525 million in Q3 YTD 2024[12] - Adjusted EBITDA increased substantially by 45107% to $20 million compared to approximately $0 million in Q3 YTD 2024[12] - Net Loss slightly increased by 05% remaining nearly constant at $(42) million compared to $(42) million in Q3 YTD 2024[12] Building Solutions (Q3 2025 Pro Forma) - Revenue increased significantly by 565% to $214 million compared to $137 million in Q3 2024[19] - Gross Profit increased substantially by 875% to $53 million compared to $28 million in Q3 2024[19] - Adjusted EBITDA increased dramatically by 287% to $26 million compared to $07 million in Q3 2024[19]