UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2026
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (203 ) 489-9500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| ITEM 2.02. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. | ||||
On March 17, 2026, Star Equity Holdings, Inc. (the "Company") issued a press release announcing its financial results for the three months ended December 31, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, on March 17, 2026, the Company issued a presentation supplementary to its press release, which presentation is furnished herewith as Exhibit 99.2.
The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 5.08. | SHAREHOLDER DIRECTOR NOMINATIONS. | ||||
The Board of Directors of the Company has established May 27, 2026, as the date of the Company’s annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”). The Board of Directors also established the record date for determining those stockholders who are entitled to notice of, and to vote at, the 2026 Annual Meeting as March 31, 2026. As the date of the 2026 Annual Meeting has advanced by more than 30 days from the anniversary date of the Company’s annual meeting of stockholders held in 2025 (the “2025 Annual Meeting”), in accordance with Rule 14a-5(f) of the Exchange Act, the Company is informing its stockholders of such change. The time and location of the 2026 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting.
Since the date of the 2026 Annual Meeting is more than 30 days from the anniversary of the 2025 Annual Meeting, the deadlines which were set forth in the Company’s proxy statement with respect to the 2025 Annual Meeting, and filed with the United States Securities and Exchange Commission (the “SEC”) on July 17, 2025 for: (a) submission of any stockholder proposals pursuant to Rule 14a-8 under the Exchange Act, (b) submission by a stockholder of a nominee to serve as a director, or (c) submission by a stockholder of a proposal, to be considered at the meeting or for inclusion in the Company’s proxy materials outside of Rule 14a-8, no longer apply.
In order to be included in the proxy materials for the 2026 Annual Meeting, stockholder proposals submitted to us in compliance with SEC Rule 14a-8 (which concerns stockholder proposals that are requested to be included in a company’s proxy statement) must be received in written form at the Company’s executive offices on or before March 27, 2026. The Company has determined that this date is reasonable, and sufficient to allow the Company to begin to print and distribute its proxy materials prior to the 2026 Annual Meeting.
Finally, in accordance with the Company’s Bylaws, as amended and restated (the “Bylaws”), because the date of the 2026 Annual Meeting is more than 30 days before the anniversary of the Company’s 2025 Annual Meeting, in order for a stockholder proposal to be submitted, or any nominations for election to the Company’s Board of Directors at the 2026 Annual Meeting to be submitted, they must be received by our secretary no later than the later of (i) the 90th day prior to the 2026 Annual Meeting or (ii) the 10th day following the day on which public announcement of the date of the 2026 Annual Meeting is first made. Accordingly, notice of stockholder proposals or nominations for director for the 2026 Annual Meeting must be received no later than March 27, 2026.
Stockholders must deliver the proposals or nominations to the Company’s secretary at 53 Forest Avenue, Suite 101, Old Greenwich, Connecticut 06870, and must comply with all applicable rules and regulations of the SEC and the Bylaws.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. | ||||
(d) Exhibits
The exhibit listed in the following Exhibit Index is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:
EXHIBIT INDEX
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| STAR EQUITY HOLDINGS, INC (Registrant) | ||||||||
| By: | /s/ JEFFREY E. EBERWEIN | |||||||
| Jeffrey E. Eberwein | ||||||||
| Chief Executive Officer | ||||||||
| Dated: | March 17, 2026 | |||||||
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Exhibit 99.1
For Immediate Release
Star Equity Holdings Reports 2025 Fourth Quarter and Full-Year Results
2025 Was a Transformative Year due to Merger Completed in Q3
OLD GREENWICH, CT - March 17, 2026 - Star Equity Holdings, Inc. (Nasdaq: STRR and STRRP) ("Star" or the "Company"), a diversified holding company, announced today financial results for the fourth quarter and full year ended December 31, 2025.
2025 Fourth Quarter Summary
•Revenue of $56.8 million increased 69% from the fourth quarter of 2024.
•Gross profit of $24.2 million increased 38% from the fourth quarter of 2024.
•Net loss attributable to common shareholders of $2.4 million, or $0.67 loss per diluted share, versus net loss attributable to common shareholders of $0.6 million, or $0.20 loss per diluted share, in the fourth quarter of 2024. Adjusted net loss attributable to common shareholders per diluted share (Non-GAAP measure)* was $0.10 compared to adjusted net income attributable to common shareholders per diluted share of $0.04 in the fourth quarter of 2024.
•Adjusted EBITDA (Non-GAAP measure)* increased to $2.2 million, versus adjusted EBITDA of $0.9 million in the fourth quarter of 2024.
2025 Full-Year Summary
•Revenue of $172.2 million increased 23% from 2024. Full year 2025 pro forma ("PF")(1) revenue of $224.7 million increased 7% from 2024.
•Gross profit of $79.9 million increased 14% from 2024. PF gross profit of $95.0 million increased 6% from 2024
•Net loss attributable to common shareholders of $6.7 million, or 2.08 loss per diluted share, compared to net loss of $4.8 million, or $1.59 loss per diluted share, in 2024. Adjusted net loss attributable to common shareholders per diluted share (Non-GAAP measure)* of $0.20 increased from adjusted net loss attributable to common shareholders per diluted share of $0.49 in the prior year.
•Adjusted EBITDA (Non-GAAP measure)* was $4.2 million, versus adjusted EBITDA of $0.9 million in 2024. PF adjusted EBITDA of $12.6 million increased from $4.4 million in 2024.
•Total cash including restricted cash was $13.4 million at December 31, 2025.
Jeff Eberwein, Chief Executive Officer at Star, said, "Our fourth quarter and full-year financial results reflect positive momentum and improvement over the prior year quarter, largely attributable to the addition of the Building Solutions and Energy Services divisions which occurred with the merger that closed in August 2025."
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Jake Zabkowicz, Global CEO of Hudson Talent Solutions ("HTS"), noted, "HTS delivered a 4.8% revenue increase in the fourth quarter Full-year revenues remained relatively flat compared to 2024 despite macroeconomic challenges and significant ongoing pressure in the talent market. In 2025, we expanded our service offering with the implementation of agentic AI, positioning us at the forefront of the talent industry's digital transformation."
Rick Coleman, COO of Star, added, “Residential and commercial building demand were relatively soft throughout the year, but our Building Solutions segment delivered strong results, including significantly higher sales and profitability. Energy Services division performance was also strong as ADT expanded market share across all core markets with particularly robust growth in mining and geothermal. These results highlight the team’s ability to combine strong execution with innovation across a broad range of end markets and applications."
Mr. Eberwein concluded, "2025 was a transformational year for Star. The merger that closed in August strengthened our operating and financial position, accelerated our growth strategy, and reinforced our conviction that our stock remains undervalued. To that end, we repurchased more than $2.6 million of stock during 2025 and expect to continue utilizing buybacks to enhance shareholder value."
* The Company provides non-GAAP measures as a supplement to financial results based on accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA, EBITDA, adjusted net income or loss, and adjusted net income or loss per diluted share are defined in the segment tables at the end of this release and a reconciliation of such non-GAAP measures to the most directly comparable GAAP measures is included within such segment tables.
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Segment Highlights
Building Solutions
Fourth quarter 2025 Building Solutions revenue was $18.0 million and gross profit was $4.6 million. Fourth quarter Adjusted EBITDA was $1.9 million.
Full year 2025 Building Solutions revenue was $27.6 million and gross profit was $6.3 million. Full year 2025 Adjusted EBITDA was $2.5 million.
Full year 2025 PF Building Solutions revenue was $71.9 million, up from $60.1 million in 2024, and full year 2025 PF gross profit was $18.0 million versus $14.0 million in the prior year. Full year 2025. PF adjusted EBITDA was $7.2 million, up from adjusted EBITDA of $5.3 million a year ago.
Building Solutions backlog as of December 31, 2025 was $9.6 million, and the trailing 12-month book-to-bill ratio was 0.89.
Business Services
Fourth quarter 2025 Business Services revenue was $35.2 million, up from $33.6 million in the prior year quarter, while gross profit was $18.1 million, up from $17.6 million in the prior year quarter. Business Services adjusted EBITDA was $0.9 million, down from $1.5 million in the prior year quarter.
Full year 2025 Business Services revenue was $139.7 million, down from $140.1 million in the prior year, while gross profit was $71.8 million, up from $70.2 million in the prior year. Full year 2025 Business Services adjusted EBITDA was $5.0 million, up from $4.3 million in the prior year.
Regionally, APAC and Americas gross profit for full year 2025 grew 11.7% and 4.4%, respectively. This growth was offset by EMEA, where gross profit declined by (18.7)%.
Energy Services
Fourth quarter 2025 Energy Services revenue was $3.6 million. Fourth quarter 2025 gross profit was $1.6 million, and adjusted EBITDA was $0.9 million.
Full year 2025 Energy Services revenue was $4.9 million. Full year 2025 gross profit was $1.9 million and adjusted EBITDA was $1.0 million.
PF Energy Services revenue for full year 2025 was $13.2 million, up from $10.1 million in 2024, while PF gross profit was $5.5 million, down from $5.7 million in 2024. Full year 2025 PF adjusted EBITDA was $2.9 million, up from $2.1 million in 2024.
(1) PF Building Solutions, Energy Services, and Investments results from Star Operating Companies, Inc. for the full year of 2025 and 2024. PF Building Solutions reflects results from Timber Technologies for the full year in 2024. Timber Technologies was acquired by Star Operating Companies on May 17, 2024. PF Energy Services in 2025 and 2024 reflects Alliance Drilling Tools results, which was acquired by Star Operating Companies on March 3, 2025.
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Corporate Costs
The Company's corporate costs of $1.9 million for the fourth quarter of 2025 excluded $0.3 million of non-recurring expenses. This compares to corporate costs of $0.6 million in the fourth quarter of 2024, which excluded $0.0 million of non-recurring expenses.
The Company's corporate costs of $4.9 million for full year 2025 excluded $2.5 million of non-recurring expenses. This compares to corporate costs of $3.4 million for full year 2024, which excluded $0.9 million of non-recurring expenses.
Liquidity and Capital Resources
The Company ended the fourth quarter of 2025 with $13.4 million in cash, including $3.1 million in restricted cash. The Company used $3.9 million in cash flow from operations in the fourth quarter of 2025 compared to $2.0 million generated in the fourth quarter of 2024. For full year 2025, the company used $7.3 million in cash flow from operations compared to $2.8 million in cash flow from operations in 2024. Year-end 2025 working capital excluding cash was $22.4 million, representing a temporary build-up that is expected to decline in the first quarter of 2026.
Share Repurchase Program
In the fourth quarter of 2025, the Company repurchased 5,964 shares for approximately $66,000. For the full year 2025, the Company repurchased 280,886 shares for approximately $2.6 million and has repurchased about $10 million of common stock since 2020. As of year-end 2025, the Company has $2.5 million remaining under its $3 million repurchase program authorized in September 2025 and continues to view share repurchases as an attractive use of capital.
NOL Carryforward
As of December 31, 2025, Star had $215 million of usable net operating losses (“NOL”) in the U.S., which the Company considers to be a very valuable asset for its stockholders. In order to protect the value of the NOL for all stockholders, the Company has a rights agreement and charter amendment in place that limit beneficial ownership of Star Equity common stock to 4.99%. Stockholders who wish to own more than 4.99% of Star Equity common stock, or who already own more than 4.99% of Star Equity common stock and wish to buy more, may only acquire additional shares with the Board’s prior written approval.
Preferred Stock Dividends
In Q4 2025, the Company’s board of directors (the "Board") declared a quarterly cash dividend to holders of the Company’s 10% Series A Cumulative Perpetual Preferred Stock of $0.25 per share, paid on December 10, 2025 to the shareholders of record as of December 1, 2025.
In addition, on February 13, 2026, the Board declared a cash dividend to holders of the Company’s 10% Series A Cumulative Perpetual Preferred Stock of $0.25 per share. The record date for this dividend was March 1, 2026, and the payment date was March 10, 2026.
Conference Call/Webcast
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The Company will conduct a conference call tomorrow, March 18, 2026, at 10:00 a.m. ET to discuss this announcement. Individuals wishing to listen can access the webcast on the investor information section of the Company's web site at www.starequity.com.
If you wish to join the conference call, please use the dial-in information below:
•Toll-Free Dial-In Number: (833) 816-1383
•International Dial-In Number: (412) 317-0476
The archived call will be available on the investor information section of the Company's web site at www.starequity.com.
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About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company that seeks to build long-term shareholder value by acquiring, managing, and growing businesses with strong fundamentals and market opportunities. Its current structure comprises four segments: Building Solutions, Business Services, Energy Services, and Investments. For more information visit www.starequity.com.
On August 22, 2025, the Company completed its previously announced acquisition of Star Operating Companies, Inc. (“Star Operating”, formerly known as Star Equity Holdings, Inc.), pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among the Company, Star Operating and HSON Merger Sub, Inc., a wholly owned subsidiary of the Company (“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 pursuant to the Merger Agreement (the “Merger”), Merger Sub merged with and into Star Operating, with Star Operating continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Company. Effective September 5, 2025, the Company changed (i) its name to Star Equity Holdings, Inc. and (ii) its trading symbols on Nasdaq to STRR and STRRP.
Building Solutions
The Building Solutions division operates in three niches: (i) modular building manufacturing; (ii) structural wall panel and wood foundation manufacturing, including building supply distribution operations; and (iii) glue-laminated timber (glulam) column, beam, and truss manufacturing.
Business Services
The Business Services division provides flexible and scalable recruitment solutions to a global clientele, servicing organizations at all levels, from entry-level positions to the C-suite. The division focuses on mid-market and enterprise organizations worldwide, partnering consultatively with talent acquisition, HR, and procurement leaders to build diverse, high-impact teams and drive business success.
Energy Services
The Energy Services division engages in the rental, sale, and repair of downhole tools used in the oil and gas, geothermal, mining, and water-well industries.
Investments
The Investments division manages and finances the Company’s real estate assets as well as its investment positions in private and public companies.
Investor Relations:
The Equity Group
Lena Cati
(212) 836-9611
lcati@theequitygroup.com
Forward-Looking Statements
This press release 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 press release, 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,”
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“plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) changes in the cost and availability of commodities, materials, and equipment, (3) risks related to providing uninterrupted service to clients, (4) the ability of clients to terminate their relationship with the Company at any time, (5) risks associated with real estate ownership, (6) the Company’s ability to successfully achieve its strategic initiatives, (7) risks related to fluctuations in the Company’s operating results from quarter to quarter, (8) risks related to potential acquisitions or dispositions of businesses by the Company, (9) our profitability and growth being tied to the success of our operating businesses, (10) risks associated with our financial investments in other businesses, (11) our ability to improve existing products and services and develop, introduce, and market new products and services successfully, (12) the loss of or material reduction in our business with any of the Company’s largest customers, (13) competition in the Company’s markets, (14) risks related to potential decreases in demand for products, (15) our ability to maintain costs at an acceptable level, (16) the negative cash flows and operating losses that may recur in the future, (17) 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, (18) 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, (23) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (24) the Company’s ability to collect accounts receivable, (25) the Company’s exposure to legal proceedings, investigations and disputes, and limits on related insurance coverage, (26) the Company’s ability to utilize net operating loss carryforwards, (27) the potential for goodwill impairment, (28) volatility of the Company’s stock price, (29) risks related to our historically low trading volume, (30) risks related to securities or industry analysts, (31) the Company’s ability to declare dividends, (32) risks associated with failure to pay dividends on our Series A Preferred Stock, (33) our history of annual net losses, (34) risks related to our international operations, (35) risks related to compliance with federal and state laws, regulations, and other rules, (36) our exposure to employment-related claims, legal liability, and costs from clients, employees, and regulatory authorities, (37) risks related to the imposition of licensing or tax requirements or new regulations, (38) the effect of Anti-takeover provisions in our organizational documents, (39) the effect of the protective amendment contained in our Restated Certificate of Incorporation, (40) the impact of our stockholder rights plan, or “poison pill,” on stockholder decision making, (41) risks related to our scaled disclosure requirements as a smaller reporting company, (42) risks related to evolving ESG and DEI rules and regulations, (43) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (44) the adverse impacts of cybersecurity threats and attacks, and (45) risks related to the use of new and evolving technologies, and (46) those risks set forth in “Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.” The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this press release. 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 press release. 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.
Financial Tables Follow
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| STAR EQUITY HOLDINGS, INC. | |||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| (in thousands, except per share amounts) | |||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| Three Months Ended | Year Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Building Solutions | $ | 17,975 | $ | — | $ | 27,578 | $ | — | |||||||||||||||
| Business Services | 35,207 | 33,600 | 139,652 | 140,056 | |||||||||||||||||||
| Energy Services | 3,611 | — | 4,929 | — | |||||||||||||||||||
| Investments | — | — | — | — | |||||||||||||||||||
| Total revenues | 56,793 | 33,600 | 172,159 | 140,056 | |||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Building Solutions | 13,384 | — | 21,303 | — | |||||||||||||||||||
| Business Services | 17,097 | 15,996 | 67,879 | 69,904 | |||||||||||||||||||
| Energy Services | 2,029 | — | 3,001 | — | |||||||||||||||||||
| Investments | 74 | — | 107 | — | |||||||||||||||||||
| Total cost of revenues | 32,584 | 15,996 | 92,290 | 69,904 | |||||||||||||||||||
| Gross profit | 24,209 | 17,604 | 79,869 | 70,152 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Salaries and related | 18,228 | 13,910 | 63,545 | 58,309 | |||||||||||||||||||
| Office and general | 4,667 | 2,539 | 14,843 | 10,703 | |||||||||||||||||||
| Marketing and promotion | 1,143 | 961 | 3,957 | 3,588 | |||||||||||||||||||
| Depreciation and amortization | 280 | 319 | 1,212 | 1,361 | |||||||||||||||||||
| Total operating expenses | 24,318 | 17,729 | 83,557 | 73,961 | |||||||||||||||||||
| Operating income (loss) | (109) | (125) | (3,688) | (3,809) | |||||||||||||||||||
| Non-operating income (expense): | |||||||||||||||||||||||
| Interest (expense) income, net | 54 | 80 | 260 | 360 | |||||||||||||||||||
| Other income / (expense), net | (219) | 297 | (428) | (21) | |||||||||||||||||||
| Loss before income taxes | (274) | 252 | (3,856) | (3,470) | |||||||||||||||||||
| Provision for income taxes | 1,435 | 837 | 2,061 | 1,300 | |||||||||||||||||||
| Net loss | (1,709) | (585) | (5,917) | (4,770) | |||||||||||||||||||
| Dividends on Series A perpetual preferred stock | (673) | — | (740) | — | |||||||||||||||||||
| Net loss attributable to common shareholders | (2,382) | (585) | (6,657) | (4,770) | |||||||||||||||||||
| Loss per share: | |||||||||||||||||||||||
| Basic | $ | (0.48) | $ | (0.20) | $ | (1.85) | $ | (1.59) | |||||||||||||||
| Diluted | $ | (0.48) | $ | (0.20) | $ | (1.85) | $ | (1.59) | |||||||||||||||
| Loss per share, attributable to common shareholders | |||||||||||||||||||||||
| Basic | $ | (0.67) | $ | (0.20) | $ | (2.08) | $ | (1.59) | |||||||||||||||
| Diluted | $ | (0.67) | $ | (0.20) | $ | (2.08) | $ | (1.59) | |||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | 3,543 | 2,974 | 3,198 | 3,000 | |||||||||||||||||||
| Diluted | 3,543 | 2,974 | 3,198 | 3,000 | |||||||||||||||||||
| Dividends declared per share of Series A perpetual preferred stock | $ | 0.250 | $ | — | $ | 0.275 | $ | — | |||||||||||||||
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| STAR EQUITY HOLDINGS, INC. | |||||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||||
| (in thousands, except per share amounts) | |||||||||||
| (unaudited) | |||||||||||
| December 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 10,269 | $ | 17,011 | |||||||
| Restricted cash, current | 1,819 | 476 | |||||||||
| Investments in equity securities | 3,767 | — | |||||||||
| Accounts receivable, less allowance for expected credit losses of $275 and $391, respectively | 35,220 | 20,093 | |||||||||
| Inventories, net | 6,988 | — | |||||||||
| Note receivable, current portion | 256 | — | |||||||||
| Prepaid and other | 4,168 | 2,560 | |||||||||
| Total current assets | 62,487 | 40,140 | |||||||||
| Property and equipment, net of accumulated depreciation of $6,367 and $1,668, respectively | 18,610 | 242 | |||||||||
| Operating lease right-of-use assets | 11,675 | 1,024 | |||||||||
| Goodwill | 5,944 | 5,703 | |||||||||
Intangible assets, net of accumulated amortization of $4,795 and $3,897, respectively | 1,688 | 2,491 | |||||||||
| Long term investments | 953 | — | |||||||||
| Notes receivable, net of current portion | 8,629 | — | |||||||||
| Deferred tax assets | 1,911 | 2,648 | |||||||||
| Restricted cash | 1,322 | 180 | |||||||||
| Other assets | 12 | 155 | |||||||||
| Total assets | $ | 113,231 | $ | 52,583 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 4,769 | $ | 1,789 | |||||||
| Accrued salaries, commissions, and benefits | 7,526 | 4,306 | |||||||||
| Accrued expenses and other current liabilities | 6,907 | 4,375 | |||||||||
Short-term debt | 8,473 | — | |||||||||
| Deferred revenue | 1,496 | 129 | |||||||||
| Operating lease obligations, current | 655 | 623 | |||||||||
| Total current liabilities | 29,826 | 11,222 | |||||||||
| Income tax payable | 99 | 93 | |||||||||
| Operating lease obligations | 11,235 | 441 | |||||||||
Note payable – long term | 6,056 | — | |||||||||
| Other liabilities | 308 | 399 | |||||||||
| Total liabilities | 47,524 | 12,155 | |||||||||
| Commitments and contingencies | |||||||||||
| 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 | |||||||
9
| STAR EQUITY HOLDINGS, INC. | ||||||||||||||||||||||||||||||||||||||
| SEGMENT ANALYSIS - QUARTER TO DATE | ||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||||||||||||||
| For The Three Months Ended December 31, 2025 | Building Solutions | Business Services | Energy Services | Investments | Corporate | Total | ||||||||||||||||||||||||||||||||
| Revenue, from external customers | $ | 17,975 | $ | 35,207 | $ | 3,611 | $ | 159 | $ | (159) | $ | 56,793 | ||||||||||||||||||||||||||
| Gross profit | $ | 4,591 | $ | 18,110 | $ | 1,582 | $ | 85 | $ | (159) | $ | 24,209 | ||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | 1,531 | $ | (1,678) | $ | 425 | $ | 105 | $ | (2,765) | $ | (2,382) | ||||||||||||||||||||||||||
| Dividends on Series A perpetual preferred stock | — | — | — | — | 673 | 673 | ||||||||||||||||||||||||||||||||
| Net loss | 1,531 | (1,678) | 425 | 105 | (2,092) | (1,709) | ||||||||||||||||||||||||||||||||
| Provision from income taxes | — | 1,548 | — | — | (113) | 1,435 | ||||||||||||||||||||||||||||||||
| Interest (income) expense, net | 161 | 104 | 60 | (190) | (189) | (54) | ||||||||||||||||||||||||||||||||
| Total depreciation and amortization | 252 | 156 | 391 | 75 | 10 | 884 | ||||||||||||||||||||||||||||||||
EBITDA (loss) (1) | 1,944 | 130 | 876 | (10) | (2,384) | 556 | ||||||||||||||||||||||||||||||||
| Foreign currency gain/loss | — | 44 | — | — | 13 | 57 | ||||||||||||||||||||||||||||||||
| Corporate administrative charges | — | 176 | — | — | (176) | — | ||||||||||||||||||||||||||||||||
| Other non-operating expense (income) | (51) | 109 | (2) | (40) | 30 | 46 | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 11 | 215 | — | — | 273 | 499 | ||||||||||||||||||||||||||||||||
Interest income (2) | — | — | — | 305 | — | 305 | ||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on equity securities | — | — | — | 116 | — | 116 | ||||||||||||||||||||||||||||||||
| Severance/contingent salary | — | 124 | — | — | — | 124 | ||||||||||||||||||||||||||||||||
| Transaction costs related to mergers and acquisitions | — | 72 | — | — | 299 | 371 | ||||||||||||||||||||||||||||||||
| Financing cost | 16 | 4 | 20 | — | 4 | 44 | ||||||||||||||||||||||||||||||||
| Other non-recurring expenses | 21 | 15 | 14 | — | 40 | 90 | ||||||||||||||||||||||||||||||||
Adjusted EBITDA (loss) (1) | $ | 1,941 | $ | 889 | $ | 908 | $ | 371 | $ | (1,901) | $ | 2,208 | ||||||||||||||||||||||||||
For The Three Months Ended December 31, 2024 | Business Services | Corporate | Total | |||||||||||||||||
| Revenue, from external customers | $ | 33,600 | $ | — | $ | 33,600 | ||||||||||||||
| Gross profit | $ | 17,604 | $ | — | $ | 17,604 | ||||||||||||||
| Net loss | $ | (485) | $ | (100) | $ | (585) | ||||||||||||||
| Provision for income taxes | 875 | (38) | 837 | |||||||||||||||||
| Interest (income) expense, net | 130 | (210) | (80) | |||||||||||||||||
| Total depreciation and amortization | 316 | 3 | 319 | |||||||||||||||||
EBITDA (loss) (1) | 836 | (345) | 491 | |||||||||||||||||
| Corporate administrative charges | 298 | (298) | — | |||||||||||||||||
| Foreign currency gain/loss | (151) | (7) | (158) | |||||||||||||||||
| Other non-operating expense (income) | (34) | (105) | (139) | |||||||||||||||||
| Stock-based compensation expense | 168 | 66 | 234 | |||||||||||||||||
| Severance/contingent salary | 392 | — | 392 | |||||||||||||||||
| Other non-recurring expenses | — | 41 | 41 | |||||||||||||||||
Adjusted EBITDA (loss) (1) | $ | 1,509 | $ | (648) | $ | 861 | ||||||||||||||
1.Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income (expense), stock-based compensation expense, and other non-recurring severance and professional fees (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
2.The Company allocates all corporate interest income to the Investments Division
10
| STAR EQUITY HOLDINGS, INC. | ||||||||||||||||||||||||||||||||||||||
| SEGMENT ANALYSIS - YEAR TO DATE | ||||||||||||||||||||||||||||||||||||||
| RECONCILIATION OF ADJUSTED EBITDA | ||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||||||||||||||
| For The Year Ended December 31, 2025 | Building Solutions | Business Services | Energy Services | Investments | Corporate | Total | ||||||||||||||||||||||||||||||||
| Revenue, from external customers | $ | 27,578 | $ | 139,652 | $ | 4,929 | $ | 212 | $ | (212) | $ | 172,159 | ||||||||||||||||||||||||||
| Gross profit | $ | 6,275 | $ | 71,773 | $ | 1,928 | $ | 105 | $ | (212) | $ | 79,869 | ||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | 1,866 | $ | (2,152) | $ | 357 | $ | 160 | $ | (6,888) | $ | (6,657) | ||||||||||||||||||||||||||
| Dividends on Series A perpetual preferred stock | — | — | — | — | 740 | 740 | ||||||||||||||||||||||||||||||||
| Net loss | 1,866 | (2,152) | 357 | 160 | (6,148) | (5,917) | ||||||||||||||||||||||||||||||||
| Provision from income taxes | — | 1,999 | — | — | 62 | 2,061 | ||||||||||||||||||||||||||||||||
| Interest (income) expense, net | 212 | 510 | 99 | (283) | (798) | (260) | ||||||||||||||||||||||||||||||||
| Total depreciation and amortization | 361 | 1,028 | 560 | 107 | 22 | 2,078 | ||||||||||||||||||||||||||||||||
EBITDA (loss) (1) | 2,439 | 1,385 | 1,016 | (16) | (6,862) | (2,038) | ||||||||||||||||||||||||||||||||
| Corporate administrative charges | — | 1,084 | — | — | (1,084) | — | ||||||||||||||||||||||||||||||||
| Foreign currency gain/loss | — | 289 | — | — | 14 | 303 | ||||||||||||||||||||||||||||||||
| Other non-operating expense (income) | (51) | 199 | (26) | (40) | (106) | (24) | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 16 | 850 | — | — | 631 | 1,497 | ||||||||||||||||||||||||||||||||
Interest income (2) | — | — | — | 449 | — | 449 | ||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on equity securities | — | — | — | 149 | — | 149 | ||||||||||||||||||||||||||||||||
| Severance/contingent salary | — | 891 | — | — | — | 891 | ||||||||||||||||||||||||||||||||
| Transaction costs related to mergers and acquisitions | — | 269 | — | — | 2,259 | 2,528 | ||||||||||||||||||||||||||||||||
| Financing cost | 21 | 4 | 32 | — | 6 | 63 | ||||||||||||||||||||||||||||||||
| Other non-recurring expenses | 81 | 33 | 14 | — | 245 | 373 | ||||||||||||||||||||||||||||||||
Adjusted EBITDA (loss) (1) | $ | 2,506 | $ | 5,004 | $ | 1,036 | $ | 542 | $ | (4,897) | $ | 4,191 | ||||||||||||||||||||||||||
| For The Year Ended December 31, 2024 | Business Services | Corporate | Total | |||||||||||||||||
| Revenue, from external customers | $ | 140,056 | $ | — | $ | 140,056 | ||||||||||||||
| Gross profit | $ | 70,152 | $ | — | $ | 70,152 | ||||||||||||||
| Net loss | $ | (1,993) | $ | (2,777) | $ | (4,770) | ||||||||||||||
| Provision for income taxes | 1,242 | 58 | 1,300 | |||||||||||||||||
| Interest (income) expense, net | 520 | (880) | (360) | |||||||||||||||||
| Total depreciation and amortization | 1,350 | 11 | 1,361 | |||||||||||||||||
EBITDA (loss) (1) | 1,119 | (3,588) | (2,469) | |||||||||||||||||
| Corporate administrative charges | 1,030 | (1,030) | — | |||||||||||||||||
| Foreign currency gain/loss | 161 | — | 161 | |||||||||||||||||
| Other non-operating expense (income) | 17 | (157) | (140) | |||||||||||||||||
| Stock-based compensation expense | 815 | 465 | 1,280 | |||||||||||||||||
| Severance/contingent salary | 1,180 | — | 1,180 | |||||||||||||||||
| Other non-recurring expenses | 10 | 881 | 891 | |||||||||||||||||
Adjusted EBITDA (loss) (1) | $ | 4,332 | $ | (3,429) | $ | 903 | ||||||||||||||
1.Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income (expense), stock-based compensation expense, and other non-recurring severance and professional fees (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
2.The Company allocates all corporate interest income to the Investments Division.
11
| STAR EQUITY HOLDINGS, INC. | ||||||||||||||||||||||||||||||||||||||
| SEGMENT ANALYSIS - YEAR TO DATE | ||||||||||||||||||||||||||||||||||||||
| RECONCILIATION OF PRO FORMA ADJUSTED EBITDA | ||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||||||||||||||
| For The Year Ended December 31, 2025 | Building Solutions | Business Services | Energy Services | Investments | Corporate | Total | ||||||||||||||||||||||||||||||||
Pro forma revenue, from external customers (1) | $ | 71,862 | $ | 139,652 | $ | 13,203 | $ | 631 | $ | (631) | $ | 224,717 | ||||||||||||||||||||||||||
Pro forma gross profit (1) | $ | 18,034 | $ | 71,773 | $ | 5,461 | $ | 333 | $ | (631) | $ | 94,970 | ||||||||||||||||||||||||||
Pro forma net loss attributable to common shareholders (1) | $ | 3,494 | $ | (2,152) | $ | 669 | $ | 5,073 | $ | (13,638) | $ | (6,554) | ||||||||||||||||||||||||||
| Dividends on Series A perpetual preferred stock | — | — | — | — | 2,496 | 2,496 | ||||||||||||||||||||||||||||||||
| Pro forma net loss | 3,494 | (2,152) | 669 | 5,073 | (11,142) | (4,058) | ||||||||||||||||||||||||||||||||
| Provision from income taxes | 1 | 1,999 | — | — | (1,670) | 330 | ||||||||||||||||||||||||||||||||
| Interest (income) expense, net | 666 | 510 | 220 | (704) | (770) | (78) | ||||||||||||||||||||||||||||||||
| Total depreciation and amortization | 2,835 | 1,028 | 1,415 | 299 | 41 | 5,618 | ||||||||||||||||||||||||||||||||
Pro forma EBITDA (loss) (2) | 6,996 | 1,385 | 2,304 | 4,668 | (13,541) | 1,812 | ||||||||||||||||||||||||||||||||
| Corporate administrative charges | — | 1,084 | — | — | (1,084) | — | ||||||||||||||||||||||||||||||||
| Foreign currency gain/loss | — | 289 | — | — | 14 | 303 | ||||||||||||||||||||||||||||||||
| Other non-operating expense (income), including corporate administration charges | (51) | 199 | (6) | (38) | (108) | (4) | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 46 | 850 | — | — | 775 | 1,671 | ||||||||||||||||||||||||||||||||
Interest income (3) | — | — | — | 1,249 | — | 1,249 | ||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on equity securities | — | — | — | 35 | — | 35 | ||||||||||||||||||||||||||||||||
| Severance/contingent salary | — | 891 | — | — | — | 891 | ||||||||||||||||||||||||||||||||
| Transaction costs related to mergers and acquisitions | — | 269 | 595 | — | 4,140 | 5,004 | ||||||||||||||||||||||||||||||||
| Impairment of cost method investment | — | — | — | 432 | — | 432 | ||||||||||||||||||||||||||||||||
| Loss (gain) on equity method investment | — | — | — | 755 | — | 755 | ||||||||||||||||||||||||||||||||
| Financing cost | 61 | 4 | 32 | — | 17 | 114 | ||||||||||||||||||||||||||||||||
| Other non-recurring expenses | 132 | 33 | 14 | — | 184 | 363 | ||||||||||||||||||||||||||||||||
Pro forma adjusted EBITDA (loss) (2) | $ | 7,184 | $ | 5,004 | $ | 2,939 | $ | 7,101 | $ | (9,603) | $ | 12,625 | ||||||||||||||||||||||||||
1.Pro forma Building Solutions and Investments results for the full year of 2025 as opposed to August 22, 2025 through December 31, 2025. Pro forma Energy Services reflects results from Alliance Drilling Tools for the full year in 2025. Alliance Drilling Tools was acquired by Star Operating Companies on March 3, 2025.
2.Pro forma Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating (income) expense, stock-based compensation expense, and other non-recurring expenses (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
3.The Company allocates all corporate interest income to the Investments Division.
12
| STAR EQUITY HOLDINGS, INC. | ||||||||||||||||||||||||||||||||||||||
| SEGMENT ANALYSIS - YEAR TO DATE | ||||||||||||||||||||||||||||||||||||||
| RECONCILIATION OF PRO FORMA ADJUSTED EBITDA | ||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||||||||||||||
| For The Year Ended December 31, 2024 | Building Solutions | Business Services | Energy Services | Investments | Corporate | Total | ||||||||||||||||||||||||||||||||
Pro forma revenue, from external customers (1) | $ | 60,131 | $ | 140,056 | $ | 10,111 | $ | 731 | $ | (731) | $ | 210,298 | ||||||||||||||||||||||||||
Pro forma gross profit (1) | $ | 13,967 | $ | 70,152 | $ | 5,678 | $ | 510 | $ | (731) | $ | 89,576 | ||||||||||||||||||||||||||
Pro forma net loss attributable to common shareholders (1) | $ | 568 | $ | (1,993) | $ | 1,401 | $ | (1,797) | $ | (11,880) | $ | (13,701) | ||||||||||||||||||||||||||
| Dividends on Series A perpetual preferred stock | — | — | — | — | 2,040 | 2,040 | ||||||||||||||||||||||||||||||||
| Pro forma net loss | 568 | (1,993) | 1,401 | (1,797) | (9,840) | (11,661) | ||||||||||||||||||||||||||||||||
| Provision for income taxes | 13 | 1,242 | — | — | 321 | 1,576 | ||||||||||||||||||||||||||||||||
| Interest (income) expense, net | 481 | 520 | (33) | (716) | (1,301) | (1,049) | ||||||||||||||||||||||||||||||||
| Total depreciation and amortization | 3,406 | 1,350 | 637 | 221 | 54 | 5,668 | ||||||||||||||||||||||||||||||||
Pro forma EBITDA (loss) (2) | 4,468 | 1,119 | 2,005 | (2,292) | (10,766) | (5,466) | ||||||||||||||||||||||||||||||||
| Foreign currency gain/loss | — | 161 | — | — | — | 161 | ||||||||||||||||||||||||||||||||
| Corporate administrative charges | — | 1,030 | — | — | (1,030) | — | ||||||||||||||||||||||||||||||||
| Other non-operating expense (income) | 18 | 17 | — | — | (157) | (122) | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 39 | 815 | — | — | 665 | 1,519 | ||||||||||||||||||||||||||||||||
Interest income (3) | — | — | — | 1,251 | — | 1,251 | ||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on equity securities | — | — | — | 177 | — | 177 | ||||||||||||||||||||||||||||||||
| Severance/contingent salary | — | 1,180 | — | — | — | 1,180 | ||||||||||||||||||||||||||||||||
Purchase accounting adjustments (4) | 786 | — | — | — | — | 786 | ||||||||||||||||||||||||||||||||
| Transaction costs related to mergers and acquisitions | — | — | 115 | — | 1,531 | 1,646 | ||||||||||||||||||||||||||||||||
| Impairment of cost method investment | — | — | — | 4,615 | — | 4,615 | ||||||||||||||||||||||||||||||||
| Loss (gain) on equity method investment | — | — | — | 1,850 | — | 1,850 | ||||||||||||||||||||||||||||||||
| Financing cost | 24 | — | — | — | 11 | 35 | ||||||||||||||||||||||||||||||||
| Gains on sale and leaseback transactions | — | — | — | (3,755) | — | (3,755) | ||||||||||||||||||||||||||||||||
| Other non-recurring expenses | (80) | 10 | — | — | 608 | 538 | ||||||||||||||||||||||||||||||||
Pro forma adjusted EBITDA (loss) (2) | $ | 5,255 | $ | 4,332 | $ | 2,120 | $ | 1,846 | $ | (9,138) | $ | 4,415 | ||||||||||||||||||||||||||
1.Pro forma Building Solutions, Energy Services, and Investments results from Star Operating Companies, Inc. for the full year of 2024. Pro forma Building Solutions reflects results from Timber Technologies for the full year in 2024. Timber Technologies was acquired by Star Operating Companies on May 17, 2024. Pro forma Energy Services in 2024 reflects Alliance Drilling Tools results, which was acquired by Star Operating Companies on March 3, 2025.
2.Pro forma Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating (income) expense, stock-based compensation expense, and other non-recurring expenses (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies.
3.The Company allocates all corporate interest income to the Investments Division.
4.Reflects purchase accounting adjustments related to the fair value of TT inventory and BLL earn-out that impacted net income.
13
STAR EQUITY HOLDINGS, INC.
RECONCILIATION OF ADJUSTED NET INCOME (LOSS) PER DILUTED SHARE
(in thousands, except per share amounts)
(unaudited)
| Adjusted | Diluted Shares | Per Diluted | ||||||||||||||||||
| For The Three Months Ended December 31, 2025 | Net Loss | Outstanding | Share (1) | |||||||||||||||||
| Net loss | $ | (1,709) | 3,543 | $ | (0.48) | |||||||||||||||
| Dividends on Series A perpetual preferred stock | (673) | 3,543 | (0.19) | |||||||||||||||||
| Net loss attributable to common shareholders | (2,382) | 3,543 | (0.67) | |||||||||||||||||
| Intangible amortization from acquisitions | 179 | 3,543 | 0.05 | |||||||||||||||||
| Deferred tax on subsidiary write-downs | 1,111 | 3,543 | 0.31 | |||||||||||||||||
| Unrealized (gain) loss on equity securities | 116 | 3,543 | 0.03 | |||||||||||||||||
| Severance/contingent salary | 124 | 3,543 | 0.04 | |||||||||||||||||
| Transaction costs related to mergers and acquisitions | 371 | 3,543 | 0.10 | |||||||||||||||||
| Financing cost | 44 | 3,543 | 0.01 | |||||||||||||||||
| Other non-recurring expenses | 90 | 3,543 | 0.03 | |||||||||||||||||
Adjusted net loss attributable to common shareholders (2) | $ | (347) | 3,543 | $ | (0.10) | |||||||||||||||
| Adjusted | Diluted Shares | Per Diluted | ||||||||||||||||||
| For The Three Months Ended December 31, 2024 | Net Income | Outstanding | Share (1) | |||||||||||||||||
| Net loss | $ | (585) | 2,974 | $ | (0.20) | |||||||||||||||
| Intangible amortization from acquisitions | 257 | 2,974 | 0.09 | |||||||||||||||||
| Severance/contingent salary | 392 | 2,974 | 0.13 | |||||||||||||||||
| Other non-recurring expenses | 41 | 2,974 | 0.01 | |||||||||||||||||
| Stock-based compensation expense related to acquisitions | 5 | 2,974 | — | |||||||||||||||||
Adjusted net income (2) | $ | 110 | 2,974 | $ | 0.04 | |||||||||||||||
| Adjusted | Diluted Shares | Per Diluted | ||||||||||||||||||
| For The Year Ended December 31, 2025 | Net Loss | Outstanding | Share (1) | |||||||||||||||||
| Net loss | $ | (5,917) | 3,198 | $ | (1.85) | |||||||||||||||
| Dividends on Series A perpetual preferred stock | (740) | 3,198 | (0.23) | |||||||||||||||||
| Net loss attributable to common shareholders | (6,657) | 3,198 | (2.08) | |||||||||||||||||
| Intangible amortization from acquisitions | 901 | 3,198 | 0.28 | |||||||||||||||||
| Deferred tax on subsidiary write-downs | 1,111 | 3,198 | 0.35 | |||||||||||||||||
| Unrealized (gain) loss on equity securities | 149 | 3,198 | 0.05 | |||||||||||||||||
| Severance/contingent salary | 891 | 3,198 | 0.28 | |||||||||||||||||
| Transaction costs related to mergers and acquisitions | 2,528 | 3,198 | 0.79 | |||||||||||||||||
| Financing cost | 63 | 3,198 | 0.02 | |||||||||||||||||
| Other non-recurring expenses | 373 | 3,198 | 0.12 | |||||||||||||||||
Adjusted net loss attributable to common shareholders (2) | $ | (641) | 3,198 | $ | (0.20) | |||||||||||||||
| Adjusted | Diluted Shares | Per Diluted | ||||||||||||||||||
| For The Year Ended December 31, 2024 | Net Loss | Outstanding | Share (1) | |||||||||||||||||
| Net loss | $ | (4,770) | 3,000 | $ | (1.59) | |||||||||||||||
| Intangible amortization from acquisitions | 1,129 | 3,000 | 0.38 | |||||||||||||||||
| Severance/contingent salary | 1,180 | 3,000 | 0.39 | |||||||||||||||||
| Other non-recurring expenses | 891 | 3,000 | 0.30 | |||||||||||||||||
| Stock-based compensation expense related to acquisitions | 107 | 3,000 | 0.04 | |||||||||||||||||
Adjusted net loss (2) | $ | (1,463) | 3,000 | $ | (0.49) | |||||||||||||||
1. Amounts may not sum due to rounding.
2. Adjusted net income or loss attributable to common shareholders per diluted share are Non-GAAP measures defined as reported net income or loss attributable to common shareholders and reported net income or loss attributable to common shareholders per diluted
14
share before items such as acquisition-related costs and non-recurring expenses after tax that are presented to provide additional information about the Company's operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as substitutes for net income or loss and net income or loss per share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as measures of the Company's profitability or liquidity. Further, adjusted net income or loss and adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies.
15
STAR EQUITY HOLDINGS, INC.
RECONCILIATION OF PRO FORMA ADJUSTED NET INCOME (LOSS) PER DILUTED SHARE
(in thousands, except per share amounts)
(unaudited)
| Adjusted | Diluted Shares | Per Diluted | ||||||||||||||||||
| For The Year Ended December 31, 2025 | Net Income | Outstanding | Share (1) | |||||||||||||||||
Pro forma net loss (3) | $ | (4,058) | 3,671 | $ | (1.11) | |||||||||||||||
| Dividends on Series A perpetual preferred stock | (2,496) | 3,671 | (0.68) | |||||||||||||||||
Pro forma net loss attributable to common shareholders (3) | (6,554) | 3,671 | (1.79) | |||||||||||||||||
| Intangible amortization from acquisitions | 2,814 | 3,671 | 0.77 | |||||||||||||||||
| Deferred tax on subsidiary write-downs | 1,111 | 3,671 | 0.30 | |||||||||||||||||
| Unrealized (gain) loss on equity securities | 35 | 3,671 | 0.01 | |||||||||||||||||
| Severance/contingent salary | 891 | 3,671 | 0.24 | |||||||||||||||||
| Transaction costs related to mergers and acquisitions | 5,004 | 3,671 | 1.36 | |||||||||||||||||
| Impairment of cost method investment | 432 | 3,671 | 0.12 | |||||||||||||||||
| Loss (gain) on equity method investment | 755 | 3,671 | 0.21 | |||||||||||||||||
| Financing cost | 114 | 3,671 | 0.03 | |||||||||||||||||
| Other non-recurring expenses | 363 | 3,671 | 0.10 | |||||||||||||||||
Pro forma adjusted net income attributable to common shareholders (2) | $ | 4,965 | 3,671 | $ | 1.35 | |||||||||||||||
| Adjusted | Diluted Shares | Per Diluted | ||||||||||||||||||
| For The Year Ended December 31, 2024 | Net Loss | Outstanding | Share (1) | |||||||||||||||||
Pro forma net loss (3) | $ | (11,661) | 3,744 | $ | (3.11) | |||||||||||||||
| Dividends on Series A perpetual preferred stock | (2,040) | 3,744 | (0.54) | |||||||||||||||||
Pro forma net loss attributable to common shareholders (3) | (13,701) | 3,744 | (3.66) | |||||||||||||||||
| Intangible amortization from acquisitions | 3,608 | 3,744 | 0.96 | |||||||||||||||||
| Unrealized (gain) loss on equity securities | 177 | 3,744 | 0.05 | |||||||||||||||||
| Severance/contingent salary | 1,180 | 3,744 | 0.32 | |||||||||||||||||
| Purchase accounting adjustment | 786 | 3,744 | 0.21 | |||||||||||||||||
| Transaction costs related to mergers and acquisitions | 1,646 | 3,744 | 0.44 | |||||||||||||||||
| Impairment of cost method investment | 4,615 | 3,744 | 1.23 | |||||||||||||||||
| Loss (gain) on equity method investment | 1,850 | 3,744 | 0.49 | |||||||||||||||||
| Financing cost | 35 | 3,744 | 0.01 | |||||||||||||||||
| Gains on sale and leaseback transactions | (3,755) | 3,744 | (1.00) | |||||||||||||||||
| Stock-based compensation expense related to acquisitions | 107 | 3,744 | 0.03 | |||||||||||||||||
| Other non-recurring expenses | 538 | 3,744 | 0.14 | |||||||||||||||||
Pro forma adjusted net loss attributable to common shareholders (2) | $ | (2,914) | 3,744 | $ | (0.78) | |||||||||||||||
1.Amounts may not sum due to rounding.
2.Adjusted net income or loss attributable to common shareholders per diluted share are Non-GAAP measures defined as reported net income or loss attributable to common shareholders and reported net income or loss attributable to common shareholders per diluted share before items such as acquisition-related costs and non-recurring expenses after tax that are presented to provide additional information about the Company's operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as substitutes for net income or loss and net income or loss per share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as measures of the Company's profitability or liquidity. Further, adjusted net income or loss and adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies.
3.Pro forma Building Solutions, Energy Services, and Investments results for the full year of 2024 and 2025 as opposed to August 22, 2025 through December 31, 2025. Pro forma Building Solutions in 2024 reflects Timber Technologies results from January 1, 2024 through the date of acquisition of May 17, 2024. Pro forma Energy Services in 2024 and 2025 reflects Alliance Drilling Tools results, which was acquired by Star Operating Companies on March 3, 2025.
16
1 A Diversified Holding Company www.starequity .com Creating Shareholder Value through Organic Growth, Acquisitions, and Share Repurchases Q4 2025 Earnings Call March 18, 2025 Common Stock: Nasdaq: STRR Series A 10% Preferred Stock: Nasdaq: STRRP 2 “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 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 press release, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) changes in the cost and availability of commodities, materials, and equipment, (3) risks related to providing uninterrupted service to clients, (4) the ability of clients to terminate their relationship with the Company at any time, (5) risks associated with real estate ownership, (6) the Company’s ability to successfully achieve its strategic initiatives, (7) risks related to fluctuations in the Company’s operating results from quarter to quarter, (8) risks related to potential acquisitions or dispositions of businesses by the Company, (9) our profitability and growth being tied to the success of our operating businesses, (10) risks associated with our financial investments in other businesses, (11) our ability to improve existing products and services and develop, introduce, and market new products and services successfully, (12) the loss of or material reduction in our business with any of the Company’s largest customers, (13) competition in the Company’s markets, (14) risks related to potential decreases in demand for products, (15) our ability to maintain costs at an acceptable level, (16) the negative cash flows and operating losses that may recur in the future, (17) 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, (18) 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, (23) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (24) the Company’s ability to collect accounts receivable, (25) the Company’s exposure to legal proceedings, investigations and disputes, and limits on related insurance coverage, (26) the Company’s ability to utilize net operating loss carryforwards, (27) the potential for goodwill impairment, (28) volatility of the Company’s stock price, (29) risks related to our historically low trading volume, (30) risks related to securities or industry analysts, (31) the Company’s ability to declare dividends, (32) risks associated with failure to pay dividends on our Series A Preferred Stock, (33) our history of annual net losses, (34) risks related to our international operations, (35) risks related to compliance with federal and state laws, regulations, and other rules, (36) our exposure to employment- related claims, legal liability, and costs from clients, employees, and regulatory authorities, (37) risks related to the imposition of licensing or tax requirements or new regulations, (38) the effect of Anti- takeover provisions in our organizational documents, (39) the effect of the protective amendment contained in our Restated Certificate of Incorporation, (40) the impact of our stockholder rights plan, or “poison pill,” on stockholder decision making, (41) risks related to our scaled disclosure requirements as a smaller reporting company, (42) risks related to evolving ESG and DEI rules and regulations, (43) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (44) the adverse impacts of cybersecurity threats and attacks, and (45) risks related to the use of new and evolving technologies, and (46) those risks set forth in “Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.” The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this press release. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. This presentation reflects management’s views as of the date presented. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Forward-Looking Statements 3 Q4 2025: Consolidated Financial Results US$ In Millions, except EPS '+ / - (1) Q4 2025 Q4 2024 Revenue + 69% $56.8 $33.6 Gross Profit + 38% $24.2 $17.6 Adjusted SG&A(2) (3) + 37% $22.9 $16.7 Adjusted EBITDA(4) + 156% $2.2 $0.9 Net Income (Loss) attributable to common shareholders - (307)% $(2.4) $(0.6) Adjusted Net Income (Loss) attributable to common shareholders - (415)% $(0.3) $0.1 Diluted EPS attributable to common shareholders - (235)% $(0.67) $(0.20) Adjusted Diluted EPS attributable to common shareholders(4) - (350)% $(0.10) $0.04 (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Excludes stock compensation expense of $0.5 million and $0.2 million for the three months ended December 31, 2025 and 2024, respectively. (3) For the three months ended December 31, 2025 and 2024, SG&A excludes non-recurring expenses of $0.6 million and $0.4 million, respectively. (4) Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS are non-GAAP financial measures. Please reference the Appendix of this presentation for a reconciliation of these non-GAAP measures. 4 2025 FY: Consolidated Financial Results US$ In Millions, except EPS '+ / - (1) 2025 FY (2) 2024 FY Revenue + 23% $172.2 $140.1 Gross Profit + 14% $79.9 $70.2 Adjusted SG&A(3)(4) + 11% $77.0 $69.2 Adjusted EBITDA(5) + 364% $4.2 $0.9 Proforma Adjusted EBITDA (5)(6) + 186% $12.6 $4.4 Net Income (Loss) attributable to common shareholders - (40)% $(6.7) $(4.8) Adjusted Net Income (Loss) attributable to common shareholders (5) + 56% $(0.6) $(1.5) Pro Forma Adjusted Net Income (Loss) attributable to common shareholders (5)(6) + 270% $5.0 $(2.9) Diluted EPS attributable to common shareholders - (31)% $(2.08) $(1.59) Adjusted Diluted EPS attributable to common shareholders (5) + 59% $(0.20) $(0.49) Pro Forma Adjusted Diluted EPS attributable to common shareholders (5)(6) + 273% $1.35 $(0.78) (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Consolidated financials represent Q4 YTD 2025 Hudson Talent Solutions financials + Star Operating Companies financials for August 22, 2025, to December 31, 2025. (3) For the twelve months ended December 31, 2025 and 2024, excludes stock compensation expense of $1.5 million and $1.3 million, respectively. (4) For the twelve months ended December 31, 2025 and 2024, SG&A excludes non-recurring expenses of $3.9 million and $2.1 million, respectively. (5) Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS are non-GAAP financial measures. Please reference the slides in the Appendix of this presentation for a reconciliation of these non-GAAP measures. (6) Pro Forma financials for Jan 1, 2025, to December 31, 2025 compared to Pro Forma financials for Jan 1, 2024 to December 31, 2024.
5 2025 Cash Flow Summary 6 Balance Sheet: Selected Items US$ In Millions 12/31/2025 12/31/2024 Selected Assets Cash $10.3 $17.0 Restricted Cash $3.1 $0.7 Accounts Receivable $35.2 $20.1 Stockholders’ Equity Stockholders' Equity $65.7 $40.4 Working Capital Current Assets $62.5 $40.1 Current Assets ex-cash $52.2 $23.1 Current Liabilities $29.8 $11.2 Working Capital $32.7 $28.9 Working Capital ex-cash $22.4 $11.9 7 Business Services Division (slides 10– 12) Energy Services Division (slide 13) Business Divisions Current businesses: opportunities, financial highlights, and future goals Building Solutions Division (slides 8 – 9) 8 Q4 2025: Building Solutions Financial Results US$ In Millions '+ / - (1) Q4 2025 Q4 2024 (2) Revenue + 5.1% $18.0 $17.1 Gross Profit + 1.5% $4.6 $4.5 Adjusted EBITDA(3) - (16.8)% $1.9 $2.3 (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Building Solutions Q4 2024 financials from Star Operating Companies, Inc. Q4 2024 earnings. (3) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure.
9 Building Solutions: Backlog Historical Backlog (USD in thousands) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Beginning Backlog (1) $ 19,567 $ 17,190 $ 27,913 $ 25,739 $ 20,032 (+) New Orders $ 14,718 $ 22,841 $ 18,223 $ 15,680 $ 7,541 (-) Recognized Revenue $ 17,095 $ 12,118 $ 20,398 $ 21,387 $ 17,975 Ending Backlog $ 17,190 $ 27,913 $ 25,739 $ 20,032 $ 9,598 LTM Book to Bill Ratio 1.23 1.19 1.01 0.89 (1) Backlog defined as future revenue under contract. Improvement Expected in 2026 10 Q4 2025: Business Services Financial Results US$ In Millions '+ / - (1) Q4 2025 Q4 2024 Revenue + 4.8% $35.2 $33.6 Gross Profit + 2.9% $18.1 $17.6 Adjusted EBITDA(2) - (41.1)% $0.9 $1.5 (1) + / - indicates whether the caption was higher (+) or lower (-) than the comparison period. (2) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure. 11 Q4 2025: Business Services Operating Dashboard TTM New Business = $75.0M $13.7M in New Logo and $61.3M in renewals and expansions from our legacy clients over the past four quarters TTM Gross Profit = $71.8M Relatively stable (slight increase) over the past four quarters TTM Adjusted EBITDA Margin decreased versus Q3 2025 but remains above Q3 FY24 (1) New business represents estimated Gross Profit based on total contract value. (2) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure. (3) Adj. EBITDA margin is expressed as a percentage of Gross Profit. 12 Q4 2025: Business Services Regional Split Revenue Gross Profit
13 Q4 2025: Energy Services Financial Results US$ In Millions Q4 2025 (1) Revenue $3.6 Gross Profit $1.6 Adjusted EBITDA(2) $0.9 (1) Alliance Drilling Tools was acquired by Star Operating Companies, Inc. in Q1 2025, so comparable period financials for Q4 2024 are not available. (2) Adjusted EBITDA is a non-GAAP financial measure. Please reference the slides in the Appendix of this presentation for a reconciliation of this non-GAAP measure. 14 Appendix 1. Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, non-operating income (expense), stock-based compensation expense, and other non-recurring items (“Adjusted EBITDA”) are presented to provide additional information about the Company's operations on a basis consistent with the measures which the Company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, or other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. Furthermore, EBITDA and Adjusted EBITDA as presented above may not be comparable with similarly titled measures reported by other companies. Reconciliation of Non-GAAP Financials 16 Q4 2025 Building Solutions Business Services Energy Services Investments Corporate Total (3) Revenue $ 18.0 $ 35.2 $ 3.6 $ 0.2 $ (0.2) $ 56.8 Gross profit $ 4.6 $ 18.1 $ 1.6 $ 0.1 $ (0.2) $ 24.2 Net loss attributable to common shareholders $ 1.5 $ (1.7) $ 0.4 $ 0.1 $ (2.8) $ (2.4) Dividends on Series A perpetual preferred stock — — — — 0.7 0.7 Net loss 1.5 (1.7) 0.4 0.1 (2.1) (1.7) Provision for income taxes — 1.5 — — (0.1) 1.4 Interest income, net 0.2 0.1 0.1 (0.2) (0.2) (0.1) Depreciation and amortization 0.3 0.2 0.4 0.1 — 0.9 EBITDA (loss) (2) 1.9 0.1 0.9 — (2.4) 0.6 Non-operating expense (income), including corporate administration charges (0.1) 0.3 — — (0.1) 0.1 Stock-based compensation expense — 0.2 — — 0.3 0.5 Interest Income — — — 0.3 — 0.3 Non-recurring items — 0.2 — 0.1 0.3 0.7 Adjusted EBITDA (loss) (2) $ 1.9 $ 0.9 $ 0.9 $ 0.4 $ (1.9) $ 2.2 Q4 2024 Americas Asia Pacific EMEA Hudson RPO Corporate Total (3) Revenue $ 7.4 $ 20.0 $ 6.3 $ 33.6 $ — $ 33.6 Gross profit (1) $ 6.4 $ 7.4 $ 3.8 $ 17.6 $ — $ 17.6 Net loss $ (0.6) Provision for income taxes $ 0.8 Interest income, net $ (0.1) Depreciation and amortization $ 0.3 EBITDA (loss) (2) $ 0.5 $ 0.5 $ (0.2) $ 0.8 $ (0.3) $ 0.5 Non-operating expense (income), including corporate administration charges (0.1) 0.1 0.1 0.1 (0.4) (0.3) Stock-based compensation expense 0.1 0.1 — 0.2 0.1 0.2 Non-recurring items — 0.2 0.2 0.4 — 0.4 Adjusted EBITDA (loss) (2) $ 0.4 $ 0.9 $ 0.2 $ 1.5 $ (0.6) $ 0.9 (1) Represents Revenue less direct contracting costs and reimbursed expenses. (2) EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other items such as non-recurring severance and professional fees. (3) Amounts may not sum due to rounding. (4) Adjusted net income or loss per diluted share is a Non-GAAP measure defined as reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring severance and professional fees after tax that is presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as a substitute for net income or loss per diluted share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Further, Adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies. (5) Building Solutions Q4 2024 financials from Star Operating Companies, Inc. Q4 2024 earnings. Reconciliation of Non-GAAP Financial Measures Q4 2025 and 2024 Q4 2024 (5) Building Solutions Net income (loss) $ 1.1 Depreciation and amortization 1.0 Interest (income) expense 0.2 Income tax expense — EBITDA (2) 2.3 Unrealized (gain) loss on lumber derivatives — Stock-based compensation — Loss (Gain) on sale of assets — Write off of lease liabilities — Financing costs — Adjusted EBITDA (2) $ 2.3
17 FY 2025 Building Solutions Business Services Energy Services Investments Corporate Total (3) Revenue $ 27.6 $ 139.7 $ 4.9 $ 0.2 $ (0.2) $ 172.2 Gross profit $ 6.3 $ 71.8 $ 1.9 $ 0.1 $ (0.2) $ 79.9 Net loss attributable to common shareholders 1.9 (2.2) 0.4 0.2 (6.9) $ (6.7) Dividends on Series A perpetual preferred stock — — — — 0.7 $ 0.7 Net loss 1.9 (2.2) 0.4 0.2 (6.1) $ (5.9) Provision for income taxes — 2.0 — — 0.1 $ 2.1 Interest income, net 0.2 0.5 0.1 (0.3) (0.8) $ (0.3) Depreciation and amortization 0.4 1.0 0.6 0.1 — $ 2.1 EBITDA (loss) (2) $ 2.4 $ 1.4 $ 1.0 $ — $ (6.9) $ (2.0) Non-operating expense (income), including corporate administration charges (0.1) 1.6 — — (1.2) $ 0.3 Stock-based compensation expense — 0.9 — — 0.6 $ 1.5 Interest Income — — — 0.4 — $ 0.4 Non-recurring items 0.1 1.2 — 0.1 2.5 $ 4.0 Adjusted EBITDA (loss) (2) $ 2.5 $ 5.0 $ 1.0 $ 0.5 $ (4.9) $ 4.2 FY 2024 Americas Asia Pacific EMEA Hudson RPO Corporate Total (3) Revenue $ 27.9 $ 86.7 $ 25.5 $ 140.1 $ — $ 140.1 Gross profit (1) $ 25.1 $ 29.4 $ 15.6 $ 70.2 $ — $ 70.2 Net loss $ (4.8) Provision for income taxes 1.3 Interest income, net (0.4) Depreciation and amortization 1.4 EBITDA (loss) (2) $ 0.3 $ 0.5 $ 0.3 $ 1.1 $ (3.6) $ (2.5) Non-operating expense (income), including corporate administration charges 0.2 0.7 0.3 1.2 (1.2) — Stock-based compensation expense 0.2 0.4 0.2 0.8 0.5 1.3 Non-recurring items 0.1 0.8 0.3 1.2 0.9 2.1 Adjusted EBITDA (loss) (2) $ 0.9 $ 2.4 $ 1.0 $ 4.3 $ (3.4) $ 0.9 (1) Represents Revenue less direct contracting costs and reimbursed expenses. (2) EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other items such as non-recurring severance and professional fees. (3) Amounts may not sum due to rounding. Reconciliation of Non-GAAP Financial Measures FY 2025 and 2024 18 (1) Amounts may not sum due to rounding. (2) Adjusted net income or loss per diluted share is a Non-GAAP measure defined as reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring severance and professional fees after tax that is presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as a substitute for net income or loss per diluted share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Further, Adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies. Adjusted Net Loss (1) Per Diluted Share (1) Adjusted Net Income (1) Per Diluted Share (1) Three Months Ended Three Months Ended Three Months Ended Three Months Ended December 31, 2025 December 31, 2025 December 31, 2024 December 31, 2024 Net loss $ (1.7) $ (0.48) $ (0.6) $ (0.20) Dividends on Series A perpetual preferred stock (0.7) (0.19) — — Net loss attributable to common shareholders (2.4) (0.67) (0.6) (0.20) Intangible amortization from acquisitions 0.2 0.05 0.3 0.09 Deferred tax on subsidiary write-downs 1.1 0.31 — — Non-recurring items (after tax) 0.7 0.21 0.4 0.15 Adjusted net income (loss) attributable to common shareholders (2) $ (0.3) $ (0.10) $ 0.1 $ 0.04 Reconciliation of Non-GAAP Financial Measures Q4 and FY 2025 and 2024 Adjusted Net Loss (1) Per Diluted Share (1) Adjusted Net Loss (1) Per Diluted Share (1) Year Ended Year Ended Year Ended Year Ended December 31, 2025 December 31, 2025 December 31, 2024 December 31, 2024 Net loss $ (5.9) $ (1.85) $ (4.8) $ (1.59) Dividends on Series A perpetual preferred stock (0.8) (0.23) — — Net loss attributable to common shareholders (6.7) (2.08) (4.8) (1.59) Intangible amortization from acquisitions 0.9 0.28 1.1 0.38 Deferred tax on subsidiary write-downs 1.1 0.35 — — Non-recurring items (after tax) 4.0 1.25 2.2 0.73 Adjusted net income (loss) attributable to common shareholders (2) $ (0.6) $ (0.20) $ (1.5) $ (0.49) 19 FY 2025 Building Solutions Business Services Energy Services Investments Corporate Total (3) Pro forma revenue, from external customers (1) $ 71.9 $ 139.7 $ 13.2 $ 0.6 $ (0.6) $ 224.7 Pro forma gross profit (1) $ 18.0 $ 71.8 $ 5.5 $ 0.3 $ (0.6) $ 95.0 Pro forma net loss attributable to common shareholders (1) $ 3.5 $ (2.2) $ 0.7 $ 5.1 $ (13.6) $ (6.6) Dividends on Series A perpetual preferred stock — — — — 2.5 2.5 Pro forma net loss 3.5 (2.2) 0.7 5.1 (11.1) (4.1) Provision for income taxes — 2.0 — — (1.7) 0.3 Interest income, net 0.7 0.5 0.2 (0.7) (0.8) (0.1) Depreciation and amortization 2.8 1.0 1.4 0.3 — 5.6 EBITDA (loss) (2) 7.0 1.4 2.3 4.7 (13.5) 1.8 Non-operating expense (income), including corporate administration charges (0.1) 1.6 — — (1.2) 0.3 Stock-based compensation expense — 0.9 — — 0.8 1.7 Interest Income — — — 1.2 — 1.2 Non-recurring items 0.2 1.2 0.6 1.2 4.3 7.6 Pro forma adjusted EBITDA (loss) (2) $ 7.2 $ 5.0 $ 2.9 $ 7.1 $ (9.6) $ 12.6 FY 2024 Building Solutions Business Services Energy Services Investments Corporate Total (3) Pro forma revenue, from external customers (1) $ 60.1 $ 140.1 $ 10.1 $ 0.7 $ (0.7) $ 210.3 Pro forma gross profit (1) $ 14.0 $ 70.2 $ 5.7 $ 0.5 $ (0.7) $ 89.6 Pro forma net loss attributable to common shareholders (1) $ 0.6 $ (2.0) $ 1.4 $ (1.8) $ (11.9) $ (13.7) Dividends on Series A perpetual preferred stock — — — — 2.0 2.0 Pro forma net loss 0.6 (2.0) 1.4 (1.8) (9.8) (11.7) Provision for income taxes — 1.2 — — 0.3 1.6 Interest income, net 0.5 0.5 — (0.7) (1.3) (1.0) Depreciation and amortization 3.4 1.4 0.6 0.2 0.1 5.7 EBITDA (loss) (2) 4.5 1.1 2.0 (2.3) (10.8) (5.5) Non-operating expense (income), including corporate administration charges — 1.2 — — (1.2) (0.1) Stock-based compensation expense — 0.8 — — 0.7 1.5 Interest Income — — — 1.3 — 1.3 Non-recurring items 0.7 1.2 0.1 2.9 2.2 7.1 Pro forma adjusted EBITDA (loss) (2) $ 5.3 $ 4.3 $ 2.1 $ 1.8 $ (9.1) $ 4.4 (1) Pro forma Building Solutions and Investments results for the full year of 2025 as opposed to August 22, 2025 through December 31, 2025. Pro forma Energy Services reflects results from Alliance Drilling Tools for the full year in 2025. Alliance Drilling Tools was acquired by Star Operating Companies on March 3, 2025. Pro forma Building Solutions reflects results from Timber Technologies for the full year in 2024. Timber Technologies was acquired by Star Operating Companies on May 17, 2024. (2) EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization, non-operating income, stock-based compensation expense, and other items such as non-recurring severance and professional fees. (3) Amounts may not sum due to rounding. Reconciliation of Pro Forma (1) Non-GAAP Financial Measures Adjusted Net Income (3) Pro Forma Per Diluted Share (3) Adjusted Net Loss (3) Pro Forma Per Diluted Share (3) Year Ended Year Ended Year Ended Year Ended December 31, 2025 December 31, 2025 December 31, 2024 December 31, 2024 Pro forma net loss (3) $ (4.1) $ (1.11) $ (11.7) $ (3.11) Dividends on Series A perpetual preferred stock (2.5) (0.68) (2.0) (0.54) Pro forma net loss attributable to common shareholders (3) (6.6) (1.79) (13.7) (3.66) Intangible amortization from acquisitions 2.8 0.77 3.6 0.96 Deferred tax on subsidiary write-downs 1.1 0.30 — — Non-recurring items (after tax) 7.6 2.07 7.2 1.92 Adjusted net income (loss) attributable to common shareholders (3) $ 5.0 $ 1.35 $ (2.9) $ (0.78) (4) Adjusted net income or loss per diluted share is a Non-GAAP measure defined as reported net income or loss per diluted share before items such as acquisition-related costs and non-recurring severance and professional fees after tax that is presented to provide additional information about the company's operations on a basis consistent with the measures which the company uses to manage its operations and evaluate its performance. Management also uses these measurements to evaluate capital needs and working capital requirements. Adjusted net income or loss per diluted share should not be considered in isolation or as a substitute for net income or loss per diluted share and other income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of the company's profitability or liquidity. Further, Adjusted net income or loss per diluted share as presented above may not be comparable with similarly titled measures reported by other companies. 20 Contact Us Jeff Eberwein CEO Rick Coleman COO Shawn Miles EVP – Finance admin@starequity.com Investor Relations The Equity Group Inc. Lena Cati Senior Vice President 212-836-9611 / lcati@theequitygroup.com