03/27/2026 | Press release | Distributed by Public on 03/27/2026 16:34
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1)(2) | 03/25/2026 | M | 396 | (4) | (4) | Common Stock | 396 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Palmer Jennifer STAR EQUITY HOLDINGS, INC. 53 FOREST AVENUE, SUITE 101 OLD GREENWICH, CT 06870 |
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| /s/ Hannah Bible, as Attorney-in-Fact for Jennifer Palmer | 03/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. |
| (2) | This transaction represents the settlement of Restricted Stock Units in shares of common stock on their scheduled vesting date. |
| (3) | Includes 7,012 Restricted Stock Units credited to the Reporting Person's account under the Issuer's 2009 Incentive Stock and Awards Plan, as amended and restated. Each Restricted Stock Unit represents the right to receive, at settlement, one share of Common Stock payable upon the first anniversary of the Grant Date. |
| (4) | On March 25, 2025, the Reporting Person was granted Restricted Stock Units by Star Operating Companies, Inc. ("SOC"), each of which represented the right to receive, at settlement, one share of SOC common stock ("SOC RSUs"). Pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025, by and among SOC, the Issuer and HSON Merger Sub, Inc., a wholly owned subsidiary of the Issuer, the Reporting Person's SOC RSUs were exchanged for 396 Restricted Stock Units. As to this grant, one hundred percent (100%) of the Restricted Stock Units vested on March 25, 2026. |