UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38704 STAR EQUITY HOLDINGS, INC. (Exact name of registrant as specified in its charter) (203) 489-9500 (Registrant's telephone number, i ...

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]

Common Stock: Series A 10% Preferred Stock: A Diversified Holding Company Creating Shareholder Value through Organic Growth, Acquisitions, and Share Repurchases Nasdaq: STRR Nasdaq: STRRP Q3 2025 Earnings Call November 13, 2025 1 www. s ta requi ty.com 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 Securiti ...

Financial Performance - Third quarter revenue was $48.0 million, an increase of 30.1% from Q3 2024[5] - Adjusted net income per diluted share was $0.02, compared to an adjusted net loss of $0.13 in Q3 2024, indicating a turnaround in profitability[4] - Adjusted EBITDA increased to $1.3 million from $0.8 million in Q3 2024; pro forma adjusted EBITDA was $3.1 million compared to $0.6 million in the prior year[5] - Total revenues for Q3 2025 reached $47,959,000, a significant increase from $36,853,000 in Q3 2024, representing a growth of 30% year-over-year[28] - Gross profit for Q3 2025 was $20,627,000, compared to $18,603,000 in Q3 2024, indicating a year-over-year increase of 11%[28] - The net loss for Q3 2025 was $1,764,000, which is higher than the net loss of $846,000 reported in Q3 2024[28] - Basic loss per share for Q3 2025 was $(0.54), compared to $(0.28) in Q3 2024, reflecting a deterioration in earnings per share[28] - Adjusted EBITDA for Q3 2025 was $1,335,000, compared to an adjusted EBITDA of $839,000 in Q3 2024, showing an improvement in operational performance[32] - The company reported a gross profit margin of approximately 43% for Q3 2025, up from 50% in Q3 2024, indicating a decline in profitability[28] Revenue Breakdown - Building Solutions revenue was $9.6 million with a gross profit of $1.7 million; pro forma revenue was $21.4 million, up from $13.7 million in Q3 2024[10] - Business Services revenue was $37.0 million, slightly up from $36.9 million in the prior year, while gross profit remained flat at $18.6 million[11] - Energy Services revenue was $1.3 million with a gross profit of $0.3 million; pro forma revenue was $3.7 million[12] - Total revenue from external customers for the nine months ended September 30, 2025, was $115,366 million, compared to $106,456 million for the same period in 2024, representing an increase of 8.5%[34] - Pro forma revenue for the three months ended September 30, 2025, was $62,136 million, an increase from $50,516 million in the same period of 2024, reflecting a growth of 22.9%[37] Cash and Equity - Total cash, including restricted cash, was $18.5 million at the end of Q3 2025[15] - Cash and cash equivalents decreased to $15,368,000 as of September 30, 2025, down from $17,011,000 at the end of 2024, reflecting a cash outflow[30] - The company has a total stockholders' equity of $67,771,000 as of September 30, 2025, an increase from $40,428,000 at the end of 2024, indicating growth in shareholder value[30] Liabilities and Assets - Total current assets increased to $67,845,000 as of September 30, 2025, up from $40,140,000 at the end of 2024, marking a growth of 69%[30] - Total liabilities rose to $49,369,000 as of September 30, 2025, compared to $12,155,000 at the end of 2024, indicating a significant increase in financial obligations[30] Strategic Focus - The company is focused on organic growth, disciplined capital allocation, and evaluating acquisition opportunities to drive long-term shareholder value[7] - The company repurchased approximately 8% of its outstanding shares in Q3 2025 and authorized a new $3 million share repurchase program[6][16] Backlog and Book-to-Bill Ratio - Building Solutions segment backlog was $20.0 million with a trailing 12-month book-to-bill ratio of 1.01[10] Nine-Month Performance - Gross profit for the nine months ended September 30, 2025, was $55,660 million, up from $52,548 million in 2024, indicating a growth of 4.0%[34] - The net loss for the nine months ended September 30, 2025, was $4,208 million, slightly higher than the net loss of $4,185 million in 2024[34] - Adjusted EBITDA for the nine months ended September 30, 2025, was $1,983 million, compared to $42 million in 2024, showing a significant improvement[34] Depreciation and Interest Income - Total depreciation and amortization for the nine months ended September 30, 2025, was $1,194 million, compared to $1,042 million in 2024, reflecting an increase of 14.6%[34] - Interest income, net for the nine months ended September 30, 2025, was $(206) million, compared to $(280) million in 2024, showing an improvement in interest income[34] Pro Forma Performance - Pro forma gross profit for the three months ended September 30, 2025, was $25,356 million, compared to $21,420 million in 2024, marking an increase of 18.3%[37] - The pro forma net loss for the three months ended September 30, 2025, was $1,852 million, compared to a net loss of $2,816 million in 2024, indicating a reduction in losses[37] - Pro forma adjusted net income for the three months ended September 30, 2025, was $707 million, compared to a pro forma adjusted net loss of $2,010 million in 2024, demonstrating a turnaround[41]

Summary of Star Equity Holdings Conference Call Company Overview - **Company**: Star Equity Holdings (NasdaqGS:HSON) - **Date**: October 20, 2025 - **Revenue Projection**: Expected to exceed $250 million with strong organic growth from existing businesses [1] - **Adjusted EBITDA**: Anticipated to be at least $15 million for 2026, with a goal of reaching $40 million by the end of the decade [1][2] Core Strategies - **Three Pillars for Value Creation**: 1. Organic growth from existing businesses 2. Selective acquisitions of private or public companies 3. Effective capital allocation, including share repurchases and monetizing non-core assets [1][2] - **Acquisition Strategy**: - Focus on low maintenance CAPEX and asset-light business models - Preference for B2B businesses in fragmented industries with bolt-on acquisition targets [4][5] - Emphasis on acquiring companies with strong management teams or the ability to find such teams [4] Financial Position - **Cash and Debt**: As of June 30, the company had $27 million in cash and $13 million in debt at operating subsidiary levels [15] - **Preferred Stock**: Issued non-convertible preferred stock with a 10% cash yield, which is tax-efficient and non-dilutive to common shareholders [3][16] Market Opportunities - **Public Companies**: There are approximately 44,000 public companies in the U.S. with EBITDA under $30 million, many of which may not be suitable for public trading [6] - **Private Companies**: A significant number of private businesses lack succession plans, presenting acquisition opportunities [7][8] Business Segments - **Building Solutions Division**: Generates about $80 million in revenue and $10 million in EBITDA, with a focus on wood-based construction [11][12] - **Business Services Division**: Involves talent acquisition and advisory services, targeting Fortune 500 clients [12] - **Energy Services Division**: Focuses on mission-critical services with low maintenance CAPEX [13] Investment Philosophy - **Value Investing Approach**: The company operates similarly to a private equity firm, focusing on consolidating microcaps to reduce overhead costs and enhance value [5][18] - **Management Structure**: Maintains a small corporate team to handle public company responsibilities, allowing operating management teams to focus on growth [18][19] Conclusion - **Stock Valuation**: The company believes its stock is undervalued and encourages investment [2][20] - **Future Growth**: Plans to continue pursuing bolt-on acquisitions across its three business divisions to achieve scale and potentially be added to the Russell index [8][14]

Summary of Hudson Global Conference Call - September 17, 2025 Company Overview - **Company**: Hudson Global (NasdaqGS:HSON) - **Recent Merger**: Hudson Global merged with Star Equity Holdings, completed on August 21, 2025, with Hudson as the surviving entity due to its $240 million net operating loss (NOL) [4][3] Core Business Strategy - **Vision**: Aim to be the "Berkshire Hathaway of microcaps" by focusing on excellent businesses, management, and capital allocation [3] - **Revenue Projections for 2026**: Expected revenue of $250 million, adjusted EBITDA of $15 million, and adjusted earnings per share of approximately $1.50 [5][11] - **Long-term EBITDA Goal**: Anticipate reaching $40 million in EBITDA by the end of the decade, driven by organic growth and market share increase in growing industries [6] Acquisition Strategy - **Focus on Bolt-on Acquisitions**: Targeting acquisitions that enhance existing businesses, aiming for each to generate at least $10 million in EBITDA [6][20] - **Capital Allocation**: Plans to use cash, debt, and preferred stock for acquisitions, avoiding stock issuance due to perceived undervaluation [8][9] - **Asset Monetization**: Over $20 million in non-EBITDA generating assets expected to be monetized, which could significantly impact market cap [9] Financial Metrics and Valuation - **Current Valuation**: Stock is considered undervalued with a PE ratio of 6 and EV/EBITDA of 3 based on 2026 estimates [12][11] - **Preferred Stock**: Approximately $27 million in preferred stock, viewed as a flexible acquisition currency [12][30] - **Free Cash Flow Yield**: High free cash flow yield available for shareholder value creation through acquisitions or stock buybacks [34] Industry Dynamics - **Staffing Business Outlook**: Experienced a peak in 2022, followed by a decline, but is seeing a gradual return to normal hiring levels, particularly among Fortune 500 clients [31][33] - **Attrition Rates**: Noted a significant drop in attrition rates post-COVID, indicating a stabilization in the workforce [32] Key Business Segments - **Building Solutions**: Expected to grow at an average of 10% revenue growth over the next five years, with a focus on engineered wood products [22] - **Business Services**: Largest division, aiming to return to 2022 profitability levels with a focus on long-term contracts with Fortune 500 companies [23] - **Energy Services**: Looking for acquisitions in non-capital intensive, mission-critical products and services [24] Management and Team Structure - **Management Team**: Comprised of experienced individuals from both Hudson and Star, with a focus on operational efficiency and strategic growth [36] Conclusion - **Future Outlook**: Hudson Global is positioned for long-term value creation through strategic acquisitions, organic growth, and effective capital allocation, with a strong focus on enhancing shareholder value [5][9][34]

Core Viewpoint - Hudson Global, Inc. will change its corporate name to Star Equity Holdings, Inc. effective September 5, 2025, following its merger with Star Operating Companies, Inc. This change reflects the company's strategic direction towards building a diversified portfolio aimed at long-term shareholder value [1][2][4]. Company Overview - Star Equity Holdings, Inc. is a diversified holding company focused on acquiring, managing, and growing businesses with strong fundamentals and market opportunities. The company comprises four divisions: Building Solutions, Business Services, Energy Services, and Investments [4]. Leadership - The company will be led by Jeff Eberwein as Chief Executive Officer and Rick Coleman as Chief Operating Officer, with additional management including Matt Diamond as Chief Accounting Officer, Hannah Bible as Chief Legal Officer, and Shawn Miles as Executive Vice President – Finance [3]. Divisions - **Building Solutions**: This division operates in three niches: modular building manufacturing, structural wall panel and wood foundation manufacturing, and glue-laminated timber (glulam) column, beam, and truss manufacturing [5]. - **Business Services**: This division provides flexible and scalable recruitment solutions to a global clientele, focusing on mid-market and enterprise organizations, and partners with talent acquisition, HR, and procurement leaders [6]. - **Energy Services**: This division is involved in the rental, sale, and repair of downhole tools used in various industries including oil and gas, geothermal, mining, and water-well [7]. - **Investments**: This division manages and finances the company's real estate assets and investment positions in private and public companies [8].

Core Points - Hudson Global, Inc. announced a partial cash dividend of $0.025 per share for its 10% Series A Cumulative Perpetual Preferred Stock, effective from August 22, 2025, with a record date of September 1, 2025, and a payment date of September 10, 2025 [1] - The company completed a merger with Star Equity Holdings, which resulted in the automatic conversion of Star's preferred stock into Hudson Global's Series A preferred stock, trading under the ticker symbol "HSONP" [3] Company Overview - Hudson Global, Inc. is a diversified holding company with four business divisions: Building Solutions, Business Services, Energy Services, and Investments [4] Business Divisions - **Building Solutions**: This division includes modular building manufacturing, structural wall panel and wood foundation manufacturing, and glue-laminated timber (glulam) column, beam, and truss manufacturing [5] - **Business Services**: Provides flexible recruitment solutions for clients at all organizational levels, focusing on mid-market and enterprise-level organizations globally [6] - **Energy Services**: Engages in the rental, sale, and repair of downhole tools for various industries including oil and gas, geothermal, mining, and water-well [7] - **Investments**: Manages and finances the company's real estate assets and investment positions in both private and public companies [8]

Core Viewpoint - The merger between Hudson Global, Inc. and Star Equity Holdings, Inc. has been successfully completed, creating a larger and diversified holding company that aims to leverage its increased size, diversified revenue streams, and improved profitability to deliver compelling returns to shareholders [5][8]. Company Structure and Operations - Hudson Global now operates with four reporting segments: Building Solutions, Business Services, Energy Services, and Investments [6][10]. - The Building Solutions division includes modular building manufacturing, structural wall panel and wood foundation manufacturing, and glue-laminated timber manufacturing [11]. - The Business Services division provides flexible recruitment solutions to a global client base, focusing on mid-market and enterprise-level organizations [12]. - The Energy Services division is involved in the rental, sale, and repair of downhole tools for various industries [13]. - The Investments division manages the company's real estate assets and investment positions in both private and public companies [14]. Financial and Market Impact - The merger results in pro-forma annualized revenues of $210 million, enhancing revenue diversity and positioning the company for potential inclusion in the Russell 2000 index [5]. - The merger allows for the utilization of Hudson Global's $240 million U.S. federal net operating losses (NOLs) [5]. Stock and Trading Information - Hudson Global's common stock will continue trading under the symbol "HSON," while its 10% Series A Cumulative Perpetual Preferred Stock will begin trading under "HSONP" [2]. - Star's common and preferred stock has been suspended from trading on Nasdaq as of August 22, 2025 [2]. Management and Governance - The board of directors of Hudson Global consists of seven members, with six being independent, and is led by CEO Jeff Eberwein and COO Rick Coleman [7].

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements for Hudson Global, Inc. show a slight decrease in revenue and an increased net loss for the second quarter of 2025 compared to 2024, with improved cash flow from operations. [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, revenue slightly decreased to $35.5 million, resulting in a wider net loss of $688 thousand, while the six-month period saw a narrowed net loss despite a revenue decline. Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $35,541 | $35,712 | $67,407 | $69,603 | | **Operating Loss** | $(211) | $(187) | $(1,935) | $(3,227) | | **Net Loss** | $(688) | $(441) | $(2,444) | $(3,339) | | **Diluted Loss Per Share** | $(0.23) | $(0.15) | $(0.82) | $(1.10) | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to $55.6 million, driven by higher accounts receivable, while total liabilities also rose to $15.4 million, leading to a slight decrease in stockholders' equity. Balance Sheet Summary (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $16,837 | $17,011 | | Accounts receivable, net | $23,549 | $20,093 | | **Total Current Assets** | **$43,293** | **$40,140** | | **Total Assets** | **$55,577** | **$52,583** | | **Total Current Liabilities** | **$14,256** | **$11,222** | | **Total Liabilities** | **$15,447** | **$12,155** | | **Total Stockholders' Equity** | **$40,130** | **$40,428** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly improved to $0.7 million for the six months ended June 30, 2025, compared to $6.1 million in the prior year, with minimal impact from investing and financing activities. Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(663) | $(6,058) | | Net cash (used in) provided by investing activities | $(43) | $1,053 | | Net cash used in financing activities | $(31) | $(2,580) | | **Net decrease in cash, cash equivalents, and restricted cash** | **$(144)** | **$(7,891)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's RPO business, a pending merger with Star Equity Holdings, strategic expansions, and the post-quarter acquisition of Alpha Consulting Group in Japan. - The company entered into a merger agreement with Star Equity Holdings, Inc. on May 21, 2025, which, if consummated, will transform Hudson into a diversified holding company[26](index=26&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) - On July 23, 2025, the company acquired Alpha Consulting Group ("ACG"), a Japan-based recruitment services provider, marking its entry into the Japanese market[129](index=129&type=chunk) Disaggregation of Revenue (in thousands) | Revenue Source | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | RPO | $17,428 | $17,770 | $33,170 | $33,608 | | Contracting | $18,113 | $17,942 | $34,237 | $35,995 | | **Total Revenue** | **$35,541** | **$35,712** | **$67,407** | **$69,603** | - The company manages its business across three reportable geographic segments: Americas, Asia Pacific, and EMEA, with **Asia Pacific being the largest segment by revenue** ($40.7 million) for the six months ended June 30, 2025[105](index=105&type=chunk)[109](index=109&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes a slight revenue decline in H1 2025 to challenging market conditions, while EBITDA loss improved, and the company maintains sufficient liquidity. - The company is facing challenging market conditions due to persistent inflation, higher interest rates, and decreased demand for labor in certain markets, which are expected to continue into the next quarter[139](index=139&type=chunk)[140](index=140&type=chunk) - A pending merger with Star Equity Holdings, Inc. was announced on May 21, 2025, which, if completed, will transform the company into a diversified holding company[137](index=137&type=chunk)[138](index=138&type=chunk) Financial Performance Highlights - Q2 2025 vs Q2 2024 | Metric | Q2 2025 | Q2 2024 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Revenue | $35.5M | $35.7M | $(0.2)M | -0.5% | | Adjusted Net Revenue | $18.6M | $17.6M | $1.0M | +5.8% | | EBITDA (loss) | $(0.2)M | $0.0M | $(0.2)M | N/A | | Net Loss | $(0.7)M | $(0.4)M | $(0.3)M | N/A | Financial Performance Highlights - H1 2025 vs H1 2024 | Metric | H1 2025 | H1 2024 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Revenue | $67.4M | $69.6M | $(2.2)M | -3.2% | | Adjusted Net Revenue | $35.0M | $33.9M | $1.1M | +3.2% | | EBITDA (loss) | $(1.7)M | $(2.7)M | $1.0M | N/A | | Net Loss | $(2.4)M | $(3.3)M | $0.9M | N/A | [Results of Operations - Americas](index=34&type=section&id=Results%20of%20Operations%20-%20Americas) The Americas segment reported revenue growth of 2% in Q2 2025 and 8% in H1 2025, driven by new contracting clients, leading to an improved EBITDA of $0.1 million for H1 2025. Americas Performance (in millions) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $7.1 | $7.0 | $14.0 | $13.0 | | Adjusted Net Revenue | $6.3 | $6.3 | $12.3 | $12.1 | | EBITDA (loss) | $0.2 | $0.4 | $0.1 | $(0.5) | - For H1 2025, **contracting revenue increased by 478%** due to new client engagements, while RPO revenue decreased by 6% due to lower demand from existing clients[155](index=155&type=chunk) [Results of Operations - Asia Pacific](index=36&type=section&id=Results%20of%20Operations%20-%20Asia%20Pacific) Asia Pacific revenue decreased by 3% in Q2 2025 and 5% in H1 2025 on a constant currency basis, primarily due to a decline in contracting revenue in Australia, yet profitability significantly improved with H1 2025 EBITDA reaching $1.7 million. Asia Pacific Performance (in millions, constant currency) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $21.6 | $22.2 | $40.7 | $42.9 | | Adjusted Net Revenue | $8.8 | $7.5 | $16.0 | $13.9 | | EBITDA (loss) | $1.4 | $0.2 | $1.7 | $(0.4) | - In Australia, H1 2025 revenue declined **10%** due to a **17% decrease in contracting revenue**, partially offset by a **12% increase in RPO revenue**[167](index=167&type=chunk) [Results of Operations - EMEA](index=38&type=section&id=Results%20of%20Operations%20-%20EMEA) EMEA constant currency revenue increased by 6% in Q2 2025 but remained flat for H1 2025, with a 22% increase in contracting revenue offset by a 14% decrease in RPO revenue, resulting in an EBITDA loss of $1.3 million for H1 2025. EMEA Performance (in millions, constant currency) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6.8 | $6.4 | $12.7 | $12.8 | | Adjusted Net Revenue | $3.5 | $3.8 | $6.7 | $7.8 | | EBITDA (loss) | $(0.7) | $0.2 | $(1.3) | $0.5 | - The increase in SG&A and Non-Op for H1 2025 was primarily the result of higher consultant staff costs[192](index=192&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company maintained **$17.5 million in cash and equivalents**, with significantly improved operating cash flow and an undrawn Australian invoice finance facility, indicating sufficient liquidity for the next 12 months. Cash Position (in millions) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash, cash equivalents, and restricted cash | $17.5 | $17.7 | - Net cash used in operating activities decreased by **$5.4 million** in H1 2025 compared to H1 2024, driven by more favorable working capital and a lower net loss[206](index=206&type=chunk) - The company has access to a **4 million Australian dollar invoice finance credit facility**, which was undrawn as of June 30, 2025[209](index=209&type=chunk)[211](index=211&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Hudson Global, Inc. is exempt from providing quantitative and qualitative disclosures about market risk. - As a smaller reporting company, Hudson Global, Inc. is not required to provide quantitative and qualitative disclosures about market risk[222](index=222&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting. - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[223](index=223&type=chunk) - No material changes were made to the company's internal control over financial reporting during the six months ended June 30, 2025[224](index=224&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any pending legal proceedings expected to have a material adverse effect on its financial condition or results of operations. - The company reports no pending legal proceedings that would be reasonably expected to have a material adverse effect[226](index=226&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) The company incorporates by reference risk factors from its 2024 Annual Report on Form 10-K and additional risks related to the pending merger from its Registration Statement on Form S-4. - Risk factors are incorporated by reference from the company's 2024 Form 10-K and the Form S-4 filed on July 23, 2025, related to the pending merger[227](index=227&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any common stock during Q2 2025, with approximately $2.1 million remaining available under its authorized share repurchase program. - No shares were repurchased during the three months ended June 30, 2025[228](index=228&type=chunk)[229](index=229&type=chunk) - As of June 30, 2025, approximately **$2,118,651 remained available** under the company's share repurchase program authorized on August 8, 2023[229](index=229&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) The report includes key exhibits such as the merger agreement with Star Equity Holdings, CEO and CFO certifications, and iXBRL formatted financial statements. - Key exhibits filed include the merger agreement with Star Equity Holdings, Inc. and Sarbanes-Oxley certifications by the CEO and CFO[233](index=233&type=chunk)