0001493152-26-047624 | S-4 | XBRL Viewer | Star Equity Holdings INC

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SEGMENT AND GEOGRAPHIC DATA (Details Narrative)	6 Months Ended		12 Months Ended
SEGMENT AND GEOGRAPHIC DATA (Details Narrative)	Jun. 30, 2026 Integer	Jun. 30, 2026 Segment	Dec. 31, 2025 Integer	Dec. 31, 2025 Segment
Segment Reporting [Abstract]
Number of reportable segments	4	4	4	4

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

Effective Income Tax Rate Reconciliation [Line Items]

Provision at federal statutory rates

$ (810)

$ (729)

US federal statutory income tax rate percent

21.00%

Nondeductible employee compensation

$ 151

Nondeductible employee compensation, percent

(3.90%)

Nondeductible professional fees

$ 471

Nondeductible professional fees, percent

(12.20%)

Nondeductible share based compensation

$ 376

Nondeductible share based compensation, percent

(9.70%)

Other / Non-deductible expenses

$ 149

(4,943)

Other / Non-deductible expenses, percent

(3.90%)

Change in valuation allowance

6,817

Operating losses expired

$ 8,833

Operating losses expired percent

(229.00%)

Domestic state and local income taxes, net of federal effect

$ 32

^[1]

1,133

Domestic state and local income taxes, net of federal effect percent

^[1]

(0.80%)

Statutory income tax rate differential / Other foreign jurisdictions

(1,506)

Worldwide changes in unrecognized tax benefits

$ 6

Worldwide changes in unrecognized tax benefits, percent

(0.20%)

Uncertain tax positions

Prior period adjustments

395

Permanent differences and other

127

Provision for income taxes

$ 270

$ 345

$ 4

$ 377

$ 2,061

$ 1,300

Provision for income taxes percent

(0.08%)

(18.00%)

(53.40%)

(37.50%)

UNITED STATES

Effective Income Tax Rate Reconciliation [Line Items]

Change in valuation allowance

$ (9,188)

Changes in valuation allowance percent

238.20%

UNITED ARAB EMIRATES

Effective Income Tax Rate Reconciliation [Line Items]

Change in valuation allowance

$ 329

Changes in valuation allowance percent

(8.50%)

AUSTRALIA

Effective Income Tax Rate Reconciliation [Line Items]

Statutory income tax rate differential / Other foreign jurisdictions

$ 385

Statutory income tax rate differential / Other foreign jurisdictions, percent

(10.00%)

Noncreditable withholding tax

$ 41

Noncreditable withholding tax percent

(1.10%)

UNITED KINGDOM

Effective Income Tax Rate Reconciliation [Line Items]

Deferred investment impairment true-up and NOL carryback

$ 1,111

Deferred investment impairment true-up and NOL carryback percent

(28.80%)

Other

$ 13

Other, percent

(0.30%)

Other [Member]

Effective Income Tax Rate Reconciliation [Line Items]

Statutory income tax rate differential / Other foreign jurisdictions

$ 162

Statutory income tax rate differential / Other foreign jurisdictions, percent

(4.20%)

[1]	State and local income taxes in Pennsylvania and Texas comprise the majority of the domestic state and local income taxes, net of federal effect category.

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Loss per share:

SCHEDULE OF LOSS PER SHARE, BASIC AND DILUTED

A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations for the three and six months ended June 30, 2026 and 2025 was as follows:

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Loss per share attributable to common shareholders (“EPS”):
Basic	$	(0.66	)	$	(0.23	)	$	(1.84	)	$	(0.82	)
Diluted	$	(0.66	)	$	(0.23	)	$	(1.84	)	$	(0.82	)
EPS numerator - basic and diluted:
Net loss attributable to common shareholders	$	(2,451	)	$	(688	)	$	(6,836	)	$	(2,444	)
EPS denominator (in thousands):
Weighted average common stock outstanding - basic		3,704			2,995			3,724			2,990
Common stock equivalents: restricted stock units and restricted shares of common stock ^(a)		-			-			-			-
Weighted average number of common stock outstanding - diluted		3,704			2,995			3,724			2,990

(a)

The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 6 to the Condensed Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.

A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations were as follows:


	For The Year Ended December 31,
	2025			2024
Loss per share attributable to common shareholders (“EPS”):
Basic	$	(2.08	)	$	(1.59	)
Diluted	$	(2.08	)	$	(1.59	)
EPS numerator - basic and diluted:
Net loss attributable to common shareholders	$	(6,657	)	$	(4,770	)
EPS denominator (in thousands):
Weighted average common stock outstanding - basic		3,198			3,000
Common stock equivalents: stock options and restricted stock units	(a)	-		(a)	-
Weighted average number of common stock outstanding - diluted		3,198			3,000

(a)

The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 7 to the Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Line Items]
Gross property and equipment	$ 24,230	$ 24,977
Accumulated depreciation	(7,632)	(6,367)	$ (1,668)
Total property and equipment, net	16,598	18,610	$ 242
Land [Member]
Property, Plant, and Equipment [Line Items]
Gross property and equipment	795	1,134
Buildings and Lease hold Improvements [Member]
Property, Plant, and Equipment [Line Items]
Gross property and equipment	7,117	9,070
Transportation Equipment [Member]
Property, Plant, and Equipment [Line Items]
Gross property and equipment	2,217	2,023
Machinery and Equipment [Member]
Property, Plant, and Equipment [Line Items]
Gross property and equipment	$ 14,101	$ 12,750

- Definition

Amount of accumulated depreciation, depletion, and amortization of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

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+ Details

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended			6 Months Ended	12 Months Ended
	Sep. 25, 2025	Jan. 29, 2024	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2024	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024	Sep. 10, 2025	Aug. 08, 2023
Share Repurchase Program [Line Items]
Treasury stock, value			$ 157	$ 712			$ 2,638	$ 2,775
Common Stock [Member]
Share Repurchase Program [Line Items]
Warrants outstanding							10,925,000
Number of prefunded warrants							0
Number of securities called by warrants or rights							502,550
Exercise price							$ 32.61
Number of each warrant of common share							0.046
Common Stock [Member]
Share Repurchase Program [Line Items]
Treasury stock, value
August 8 2023 Authorization [Member]
Share Repurchase Program [Line Items]
Share Repurchase Program										$ 5,000
Treasury stock, shares								154,084
Treasury stock, value								$ 2,495
Remaining authorized repurchase amount			$ 1,600			$ 1,600	$ 2,481
September 10 2025, Authorization [Member]
Share Repurchase Program [Line Items]
Share Repurchase Program									$ 3,000
Treasury stock, shares						86,257	280,886
Treasury stock, value						$ 900	$ 2,638
September 10 2025, Authorization, Private Shareholder Purchase [Member]
Share Repurchase Program [Line Items]
Treasury stock, shares	261,052
Treasury stock, value	$ 2,441
September 10 2025, Authorization, Open Market Share Purchases [Member]
Share Repurchase Program [Line Items]
Treasury stock, shares	19,834
Treasury stock, value	$ 197
July 30, 2015 August 8, 2023 and September 10, 2025 Authorization [Member]
Share Repurchase Program [Line Items]
Treasury stock, shares						1,034,639	948,382
Treasury stock, value						$ 16,400	$ 15,520
August 8 2023 Authorization, Private Shareholder Purchase [Member]
Share Repurchase Program [Line Items]
Treasury stock, shares		44,250			69,567
Treasury stock, value		$ 655			$ 1,181
August 8 2023 Authorization, Open Market Share Purchases [Member] \| Common Stock [Member]
Share Repurchase Program [Line Items]
Treasury stock, shares					40,267
Treasury stock, value					$ 659

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (5,641)	$ (2,444)	$ (5,917)	$ (4,770)
Adjustments to reconcile net loss to net cash used by operating activities:
Total depreciation and amortization	1,876	528	2,078	1,361
Provision for expected credit losses	209	19	103	24
Benefit from deferred income taxes	(494)	(166)	942	532
Stock-based compensation	1,191	629	1,497	1,280
Non-cash interest income	(468)		(305)
Gain on sale-leaseback of real estate	(37)
Realized gain on sale of investments	(496)
Unrealized loss on equity securities	376		176
Gross profit from sale of lost-in-hole equipment	(364)		(396)
Changes in operating assets and liabilities, net of effect of dispositions:
Accounts receivable	262	(2,340)	(2,588)	(1,275)
Inventories	34		2,113
Prepaid and other assets	1,409	332	(175)	(531)
Deferred revenue	(54)		(2,248)	36
Accounts payable, accrued expenses, and other liabilities	(925)	2,779	(2,535)	556
Net cash used in operating activities	(3,122)	(663)	(7,255)	(2,787)
Cash flows from investing activities:
Capital expenditures	(2,798)	(43)	(1,703)	(18)
Proceeds from sale-leaseback of real estate	3,211
Proceeds from corporate benefit policy				1,076
Cash acquired in connection with the acquisition of Star Operating Companies			6,967
Net cash paid in acquisition of Alpha Consulting Group			(132)
Proceeds from sale of lost-in-hole equipment	394		482
Proceeds from sale of property and equipment	30		119
Purchases of equity securities	(1,591)		(1,540)
Proceeds from sales of equity securities	1,138		228
Repayment of note receivable	169		149
Net cash provided by (used in) investing activities	553	(43)	4,570	1,058
Cash flows from financing activities:
Proceeds from borrowings	22,999		11,426
Repayment of debt	(23,529)		(10,940)
Net borrowings under invoice finance credit facility	44		1,385
Preferred stock dividends paid	(1,195)		(740)
Proceeds from issuance of preferred stock	790
Purchase of treasury stock (including payment of tax withholdings)	(869)		(2,638)	(2,775)
Cash paid for net settlement of employee restricted stock units	(22)	(31)	(451)	(327)
Net cash used in financing activities	(1,782)	(31)	(1,958)	(3,102)
Effect of exchange rates on cash, cash equivalents, and restricted cash	(134)	593	386	(672)
Net decrease in cash, cash equivalents, and restricted cash	(4,485)	(144)	(4,257)	(5,503)
Cash, cash equivalents, and restricted cash, beginning of the period	13,410	17,667	17,667	23,170
Cash, cash equivalents, and restricted cash, end of the period	8,925	17,523	13,410	17,667
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	519		383
Cash received during the period for interest	38	97	299	360
Net cash payments during the period for income taxes	581	543	1,895	455
Cash paid for amounts included in operating lease liabilities	1,077	402	1,144	809
Supplemental non-cash disclosures:
Right-of-use assets obtained in exchange for operating lease liabilities	$ 2,494	$ 361	$ 3,112	$ 416

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
ALlowance for expected credit losses	$ 289	$ 275	$ 391
Property and equipment, net of accumulated depreciation	7,632	6,367	1,668
Intangible assets, net of accumulated amortization	$ 5,117	$ 4,795	$ 3,897
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000	20,000,000
Common stock, shares issued	5,398,000	5,366,000	4,033,000
Common stock, shares outstanding	3,699,000	3,755,000	2,750,000
Treasury stock, common shares	1,699,000	1,611,000	1,283,000
Treasury stock, preferred shares	321,000	321,000	0
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued	2,776,000	2,691,000	0
Preferred stock, shares outstanding	2,455,000	2,370,000	0

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Intangible Asset, Goodwill and Other [Abstract]
Remainder of fiscal year	$ 339
Year one	574	$ 680
Year two	130	575
Year three	110	131
Year four	110	110
2030		110
Thereafter	92	82
Net Carrying Amount	$ 1,355	$ 1,688	$ 2,491	$ 3,628

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Millions	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Loss contingency accrual	$ 0.2	$ 0.2	$ 0.0

SCHEDULE OF SHARE BASED PAYMENTS ARRANGEMENT, RESTRICTED STOCK AND RESTRICTED UNIT ACTIVITY (Details) - shares

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Granted, number of share of restricted stock, shares

296,648

123,777

Restricted Stock Units, Type 1 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Granted, number of share of restricted stock, shares

10,695

^[1],[2]

13,296

^[3],[4]

Restricted Stock Units, Type 2 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Granted, number of share of restricted stock, shares

240,722

^[2],[5]

35,392

^[3],[4]

Restricted Stock Units, Type 1 and Type 3 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Granted, number of share of restricted stock, shares

45,231

^[6]

75,089

^[4],[7]

[1]	The performance conditions with respect to restricted stock units may be satisfied as follows:
[2]	To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
[3]	The performance conditions with respect to restricted stock units may be satisfied as follows:
[4]	To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
[5]	The performance conditions with respect to restricted stock units may be satisfied as follows:
[6]	To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
[7]	To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

SCHEDULE OF FOREIGN AND DOMESTIC INCOME BEFORE TAX (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Domestic					$ (3,725)	$ (31,531)
Foreign					(131)	28,061
Loss before income taxes	$ (1,578)	$ (343)	$ (5,637)	$ (2,067)	$ (3,856)	$ (3,470)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

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-Name Accounting Standards Codification
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-Paragraph 3A
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-URI https://asc.fasb.org/1943274/2147483475/205-20-45-3A

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
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-Paragraph 4
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147476153/220-40-55-21

Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 55
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478671/942-235-S50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 15: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
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-Name Accounting Standards Codification
-Section S99
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Reference 16: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Leases
Operating lease cost	$ 796	$ 291	$ 1,508	$ 575	$ 1,531	$ 1,303
Amortization of finance lease assets	9		19		19
Interest on finance lease liabilities
Total finance lease cost	$ 9		$ 19		$ 19

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	Aug. 31, 2025	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Effective income tax rate				(0.08%)	(18.00%)	(53.40%)	(37.50%)
US federal statutory income tax rate percent				21.00%	21.00%	21.00%
NOL carryforward, net						$ 239,961
Operating loss carryforwards, section 382	$ 82,338
Operating loss carryforwards, section 382, expected to expire prior to utilization	68,350					90,481
Deferred tax assets, operating loss carryforwards, state and local						61,759
Operating loss carryforwards, section 382, expected to expire prior to utilization, tax benefits						23,428
Operating loss carryforwards, valuation allowance						63,090
Deferred tax assets, operating loss carryforwards						5,984
Deferred tax assets, valuation allowance, temporary differences						4,447
Unrecognized tax benefits		$ 60		$ 60		60	$ 60	$ 60
Accrued interest and penalties		41		41		39	33
Provision for income taxes		270	$ 345	4	$ 377	2,061	1,300
Loss before income taxes		$ 1,578	$ 343	$ 5,637	$ 2,067	3,856	$ 3,470
Tax Period 2017 - 2037 [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss subject to expiration in the next twelve months						22,867
Tax Period Through December 2006 [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards, section 382						224,124
Operating loss carryforwards, section 382, expected to expire prior to utilization						22,131
Federal and State [Member]
Effective Income Tax Rate Reconciliation [Line Items]
NOL carryforward						239,961
NOL carryforward, net						215,405
Capital loss carryforwards, sale transaction						$ 24,556
Operating loss carryforwards, expiration period						5 years
Operating loss carryforwards, section 382	$ 82,338
Deferred tax assets, operating loss carryforwards						$ 55,775
Federal and State [Member] \| Tax Period Through December 2006 [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards, expiration period						5 years
Federal and State [Member] \| Tax Period Through August 2025 [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards, expiration period	5 years
Income Tax Jurisdiction, Foreign [Member]
Effective Income Tax Rate Reconciliation [Line Items]
NOL carryforward						$ 19,588
Operating loss subject to expiration in the next twelve months						4
Operating loss that can carryforward indefinitely from foreign subsidiaries						14,504
Deferred tax assets, operating loss carryforwards						$ 1,331

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 4,061	$ 4,122
Work-in-process	450	536
Finished goods	2,443	2,330
Total inventories, net	$ 6,954	$ 6,988

SEGMENT AND GEOGRAPHIC DATA (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Segment Reporting [Abstract]

SCHEDULE OF SEGMENT REPORTING INFORMATION

Segment information for the three and six months ended June 30, 2026 and 2025, respectively, is as follows:

	Building Solutions			Business Services			Energy Services			Investments			Corporate and Intersegment eliminations			Total
For The Three Months Ended June 30, 2026
Revenues	$	14,612		$	36,385		$	3,944		$	158		$	(158	)	$	54,941
Cost of revenues		11,454			18,570			2,048			74			-			32,146
Gross profit ^(a)		3,158			17,815			1,896			84			(158	)		22,795
Salaries and related		(1,786	)		(14,369	)		(583	)		-			(1,229	)		(17,967	)
Office and general		(1,074	)		(2,032	)		(506	)		(157	)		(1,104	)		(4,873	)
Marketing and promotion		(11	)		(982	)		(8	)		-			-			(1,001	)
Operating expenses depreciation and amortization		(101	)		(213	)		-			-			(10	)		(324	)
Operating income / (loss)	$	186		$	219		$	799		$	(73	)	$	(2,501	)	$	(1,370	)

EBITDA (loss) ^(b)	$	23		$	72		$	1,102		$	(56	)	$	(1,785	)	$	(644	)
Total depreciation and amortization		(267	)		(213	)		(370	)		(74	)		(10	)		(934	)
Interest income / (expense), net		(140	)		(169	)		(49	)		217			141			-

Provision for income tax		-			(461	)		-			-			191			(270	)
Net income / (loss)	$	(384	)	$	(771	)	$	683		$	87		$	(1,463	)	$	(1,848	)
For The Six Months Ended June 30, 2026
Revenues	$	26,210		$	71,390		$	7,402		$	317		$	(317	)	$	105,002
Cost of revenues		21,411			36,129			3,963			149			-			61,652
Gross profit ^(a)		4,799			35,261			3,439			168			(317	)		43,350
Salaries and related		(3,378	)		(29,461	)		(1,266	)		-			(2,602	)		(36,707	)
Office and general		(2,241	)		(4,161	)		(884	)		(249	)		(1,935	)		(9,470	)
Marketing and promotion		(23	)		(1,879	)		(21	)		-			-			(1,923	)
Operating expenses depreciation and amortization		(191	)		(405	)		(19	)		-			(20	)		(635	)
Operating income / (loss)	$	(1,034	)	$	(645	)	$	1,249		$	(81	)	$	(4,874	)	$	(5,385	)

EBITDA (loss) ^(b)	$	(1,331	)	$	(943	)	$	1,950		$	(9	)	$	(3,415	)	$	(3,748	)
Total depreciation and amortization		(531	)		(405	)		(771	)		(149	)		(20	)		(1,876	)
Interest income / (expense), net		(266	)		(327	)		(92	)		390			282			(13	)

Provision for income tax		-			305			-			-			(309	)		(4	)
Net income / (loss)	$	(2,128	)	$	(1,370	)	$	1,087		$	232		$	(3,462	)	$	(5,641	)

As of June 30, 2026
Accounts receivable, net	$	7,940		$	22,000		$	4,971		$	-		$	29		$	34,940
Long-lived assets, net of accumulated depreciation and amortization (c)	$	4,257		$	7,597		$	5,409		$	6,437		$	152		$	23,852
Total assets	$	32,401		$	41,525		$	14,220		$	21,099		$	(1,009	)	$	108,236

	Business Services			Corporate and Intersegment eliminations			Total
For The Three Months Ended June 30, 2025
Revenues	$	35,541		$	-		$	35,541
Cost of revenues		16,906			-			16,906
Gross profit (a)		18,635			-			18,635
Salaries and related		(14,460	)		(377	)		(14,837	)
Office and general		(1,646	)		(1,147	)		(2,793	)
Marketing and promotion		(971	)		-			(971	)
Operating expenses depreciation and amortization		(243	)		(2	)		(245	)
Operating income (loss)	$	1,315		$	(1,526	)	$	(211	)

EBITDA (loss) (b)	$	954		$	(1,106	)	$	(152	)
Depreciation and amortization		(243	)		(2	)		(245	)
Interest income (expense), net		(157	)		211			54

Provision for income taxes		(372	)		27			(345	)
Net income (loss)	$	182		$	(870	)	$	(688	)
For The Six Months Ended June 30, 2025
Revenues	$	67,407		$	-		$	67,407
Cost of revenues		32,374			-			32,374
Gross profit (a)		35,033			-			35,033
Salaries and related		(28,354	)		(828	)		(29,182	)
Office and general		(3,284	)		(2,073	)		(5,357	)
Marketing and promotion		(1,901	)		-			(1,901	)
Operating expenses depreciation and amortization		(523	)		(5	)		(528	)
Operating income (loss)	$	971		$	(2,906	)	$	(1,935	)

EBITDA (loss) (b)	$	458		$	(2,122	)	$	(1,664	)
Total depreciation and amortization		(523	)		(5	)		(528	)
Interest income (expense), net		(278	)		403			125

Provision for income taxes		(448	)		71			(377	)
Net loss	$	(791	)	$	(1,653	)	$	(2,444	)

As of December 31, 2025	Building Solutions		Business Services		Energy Services		Investments		Corporate and Intersegment eliminations		Total
Accounts receivable, net	$	8,671	$	22,398	$	4,045	$	-	$	106	$	35,220
Long-lived assets, net of accumulated depreciation and amortization ^(c)	$	4,320	$	7,934	$	7,235	$	6,586	$	167	$	26,242
Total assets	$	34,105	$	43,418	$	12,526	$	21,689	$	1,493	$	113,231

(a)	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.

(b)	SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation, and amortization. EBITDA is presented to provide additional information to investors 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 this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

(c)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

Segment information for the year ended December 31, 2025 and 2024, respectively, is as follows:

	Building Solutions			Business Services			Energy Services			Investments			Corporate and Intersegment Eliminations			Total

For the Year Ended December 31, 2025
Revenues	$	27,578		$	139,652		$	4,929		$	212		$	(212	)	$	172,159
Cost of revenues		21,303			67,879			3,001			107			-			92,290
Gross profit (a)		6,275			71,773			1,928			105			(212	)		79,869
Salaries and related		(2,494	)		(57,995	)		(879	)		-			(2,177	)		(63,545	)
Office and general		(1,592	)		(6,917	)		(579	)		(119	)		(5,636	)		(14,843	)
Marketing and promotion		(26	)		(3,905	)		(13	)		-			(13	)		(3,957	)
Operating expenses depreciation and amortization		(135	)		(1,028	)		(27	)		-			(22	)		(1,212	)
Operating income (loss)	$	2,028		$	1,928		$	430		$	(14	)	$	(8,060	)	$	(3,688	)

EBITDA (loss), unaudited (b)	$	2,439		$	1,385		$	1,016		$	(16	)	$	(6,862	)	$	(2,038	)
Total depreciation and amortization		(361	)		(1,028	)		(560	)		(107	)		(22	)		(2,078	)
Interest income (expense), net		(212	)		(510	)		(99	)		283			798			260
Provision for income tax		-			(1,999	)		-			-			(62	)		(2,061	)
Net income (loss)	$	1,866		$	(2,152	)	$	357		$	160		$	(6,148	)	$	(5,917	)

As of December 31, 2025
Accounts receivable, net	$	8,671		$	22,398		$	4,045		$	-		$	106		$	35,220
Long-lived assets, net of accumulated depreciation and amortization (c)	$	4,320		$	7,934		$	7,235		$	6,586		$	167		$	26,242
Total assets	$	34,105		$	43,418		$	12,526		$	21,689		$	1,493		$	113,231

	Business Services			Corporate and Intersegment Eliminations			Total
For the Year Ended December 31, 2024
Revenues	$	140,056		$	-		$	140,056
Cost of revenues		69,904			-			69,904
Gross profit (a)		70,152			-			70,152
Salaries and related		(56,943	)		(1,366	)		(58,309	)
Office and general		(7,295	)		(3,408	)		(10,703	)
Marketing and promotion		(3,584	)		(4	)		(3,588	)
Operating expenses depreciation and amortization		(1,350	)		(11	)		(1,361	)
Operating income (loss)	$	980		$	(4,789	)	$	(3,809	)

EBITDA (loss) (b)	$	1,119		$	(3,588	)	$	(2,469	)
Total depreciation and amortization		(1,350	)		(11	)		(1,361	)
Interest income (expense), net		(520	)		880			360
Provision for incomes taxes		(1,242	)		(58	)		(1,300	)
Net loss	$	(1,993	)	$	(2,777	)	$	(4,770	)

As of December 31, 2024
Accounts receivable, net	$	20,093		$	-		$	20,093
Long-lived assets, net of accumulated depreciation and amortization (c)	$	8,410		$	26		$	8,436
Total assets	$	45,273		$	7,310		$	52,583

(a)	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations.

(b)	SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors 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 this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

(c)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

SCHEDULE OF REVENUE AND LONG-LIVED ASSETS BY GEOGRAPHICAL AREA

A summary of revenues for the three and six months ended June 30, 2026 and 2025 and net assets by geographic area as of June 30, 2026 and December 31, 2025, were as follows:

	Australia		United States		United Kingdom		Other		Total
For The Three Months Ended June 30, 2026
Revenue ^(a)	$	18,079	$	25,846	$	5,424	$	5,592	$	54,941
For The Three Months Ended June 30, 2025
Revenue ^(a)	$	16,832	$	6,739	$	6,211	$	5,759	$	35,541
For The Six Months Ended June 30, 2026
Revenue ^(a)	$	35,505	$	48,263	$	10,223	$	11,011	$	105,002
For The Six Months Ended June 30, 2025
Revenue ^(a)	$	31,694	$	13,249	$	11,505	$	10,959	$	67,407
As of June 30, 2026
Long-lived assets, net of accumulated depreciation and amortization ^(b)	$	46	$	21,814	$	50	$	1,942	$	23,852
Net assets	$	2,046	$	43,386	$	2,074	$	12,291	$	59,797
As of December 31, 2025
Long-lived assets, net of accumulated depreciation and amortization ^(b)	$	32	$	24,160	$	35	$	2,015	$	26,242
Net assets	$	3,855	$	47,524	$	1,475	$	12,853	$	65,707

(a)	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

A summary of revenues for the year ended December 31, 2025 and 2024 and net assets by geographic area as of December 31, 2025 and 2024, were as follows:

	Australia		United States		United Kingdom		Other		Total
For the Year Ended December 31, 2025
Revenue (a)	$	68,839	$	60,504	$	21,100	$	21,716	$	172,159
For the Year Ended December 31, 2024
Revenue (a)	$	70,674	$	26,577	$	22,900	$	19,905	$	140,056
As of December 31, 2025
Long-lived assets, net of accumulated depreciation and amortization (b)	$	32	$	24,160	$	35	$	2,015	$	26,242
Net assets	$	3,855	$	47,524	$	1,475	$	12,853	$	65,707
As of December 31, 2024
Long-lived assets, net of accumulated depreciation and amortization (b)	$	20	$	6,667	$	16	$	1,733	$	8,436
Net assets	$	7,788	$	17,066	$	3,076	$	12,498	$	40,428

(a)	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 34
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

+ Details

ACCOUNTING PRONOUNCEMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounting Changes and Error Corrections [Abstract]

ACCOUNTING PRONOUNCEMENTS

NOTE 3 - ACCOUNTING PRONOUNCEMENTS

Adoption of New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures”, which enhances annual income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The standard is effective for the Company for annual periods beginning after January 1, 2025, and the Company adopted the guidance on a prospective basis, with prior periods not revised. The adoption of ASU 2023-09 did not have an impact on the Company’s income tax recognition or measurement, and only affects the Company’s annual income tax footnote disclosure.

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides an optional practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from revenue transactions accounted for under ASC 606. The Company adopted ASU 2025-05 on January 1, 2026, the beginning of its 2026 fiscal year, and elected the practical expedient for in-scope current accounts receivable and contract assets. The adoption of ASU 2025-05, including the election of the practical expedient, did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

Recent Accounting Standards Not Yet Adopted

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

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify the scope of ASC 270, Interim Reporting, by specifying when an entity is subject to ASC 270 and by addressing the form and content of interim financial statements and related disclosure requirements. The ASU also consolidates into ASC 270 a list of interim disclosures required by other Topics and emphasizes that interim disclosures should focus on events and changes since the most recent annual reporting period that have a material effect on the entity. The amendments are effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027, and may be applied prospectively or retrospectively to any or all prior interim periods presented, with early adoption permitted. The Company is currently evaluating the impact of this guidance and does not expect the adoption to have a material effect on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, which makes technical corrections, clarifications, and other minor improvements to various Topics in the Codification, including guidance related to earnings per share, treasury stock, income taxes, and other areas. The amendments are intended to improve the consistency and clarity of U.S. GAAP without creating new substantive requirements. The amendments are effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted in both interim and annual periods. The Company is currently evaluating the impact of this guidance and does not expect the adoption to have a material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to provide additional detail on specific expense categories in the notes to the financial statements on both an interim and annual basis. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of the new guidance. The guidance is effective for the Company for fiscal years beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and may be applied on either a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statement disclosures.

NOTE 3 - ACCOUNTING PRONOUNCEMENTS

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

Adoption of New Accounting Pronouncements

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

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

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479654/326-10-65-4

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480530/250-10-S99-6

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 250
-Publisher FASB
-URI https://asc.fasb.org/250/tableOfContent

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

+ Details

STOCKHOLDERS’ EQUITY

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 14 - STOCKHOLDERS’ EQUITY

Common Stock

On August 8, 2023, the Company’s Board of Directors authorized a share repurchase program for up to $5,000 of the Company’s outstanding common stock. The Company continues to view share repurchases as an attractive use of capital and may repurchase shares from time to time, as market conditions warrant, through open market purchases, privately negotiated transactions, block trades, or other methods, in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

In the third quarter of 2025, the Company completed its $5,000 share repurchase program authorized on August 8, 2023. On September 10, 2025, the Board of Directors authorized a new common stock repurchase program under which the Company may repurchase up to $3,000 of its outstanding common stock. During the six months ended June 30, 2026, the Company repurchased on the open market a total of 86,257 shares of its common stock for an aggregate cost of $0.9 million under these authorizations. As of June 30, 2026, under the July 30, 2015, August 8, 2023 and September 10, 2025 authorizations combined, the Company had repurchased an aggregate of 1,034,639 shares for a total cost of $16.4 million, completing the August 8, 2023 authorization and leaving $1.6 million available for purchase under the September 10, 2025 authorization. During the six months ended June 30, 2025, no repurchases of shares were made by the Company.

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

NOTE 14 - STOCKHOLDERS’ EQUITY

Common Stock

During the year ended December 31, 2025, the Company completed its $5,000 share repurchase program authorized on August 8, 2023. On September 10, 2025, the Board of Directors authorized a new common stock repurchase program under which the Company may repurchase up to $3,000 of its outstanding common stock. During the year ended December 31, 2025, the Company repurchased a total of 280,886 shares of its common stock for an aggregate cost of $2,638 under these authorizations. Of this total, 261,052 shares were repurchased on September 25, 2025, in connection with a transaction with a certain shareholder totaling $2,441, and the remaining 19,834 shares were repurchased on the open market for a cost of $197. As of December 31, 2025, under the July 30, 2015, August 8, 2023 and September 10, 2025 authorizations combined, the Company had repurchased an aggregate of 948,382 shares for a total cost of $15,520, completing the August 8, 2023 authorization and leaving $2,481 available for purchase under the September 10, 2025 authorization. During the year ended December 31, 2024 the Company repurchased a total of 154,084 shares of its common stock for a cost of $2,495 under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $655 that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1,181, as well as 40,267 shares of its common stock on the open market for a cost of $659.

Warrants

As a result of the Merger, outstanding warrants of SOC were converted to rights to receive common shares of the Company, in accordance with Section 3(d) of the Form of 2022 SOC Warrant Certificate. As of December 31, 2025, there were 10.9 million warrants outstanding, none of which are prefunded, which represents 0.5 million shares of common stock equivalents, at an exercise price of $32.61. For every 1 warrant, 0.046 of a common share shall be issued. These warrants will expire in January 2027.

As of December 31, 2025, there were 10,925,000 warrants outstanding, which represents 502,550 shares of common stock equivalents.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 20
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479951/505-20-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section S50
-Paragraph 2
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section S25
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-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-4

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481520/505-30-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 1.D.2)
-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SAB Topic 1.B.3)
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Section S50
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 505
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-Publisher FASB
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

+ Details

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Receivables [Abstract]

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

NOTE 19 - CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 was as follows:

	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	6,834	$	10,269
Restricted cash, current		1,540		1,819
Restricted cash, non-current		551		1,322
Total cash, cash equivalents, and restricted cash	$	8,925	$	13,410

Restricted cash primarily includes lease and collateral deposits, as well as bank guarantees for licensing.

NOTE 19 - CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

A summary of the Company’s restricted cash included in the accompanying Consolidated Balance Sheets as of December 31, 2025 and 2024 was as follows:

	2025		2024
	As of December 31,
	2025		2024
Cash and cash equivalents	$	10,269	$	17,011
Restricted cash, current		1,819		476
Restricted cash, non-current		1,322		180
Total cash, cash equivalents, and restricted cash	$	13,410	$	17,667

Restricted cash primarily includes lease and collateral deposits, as well as bank guarantees for licensing.

DEBT (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

SCHEDULE OF DEBT OUTSTANDING

A summary of debt outstanding as of June 30, 2026 and December 31, 2025 is as follows:

SCHEDULE OF DEBT OUTSTANDING

	Amount		Weighted-Average Interest Rate			Amount		Weighted-Average Interest Rate
	June 30, 2026					December 31, 2025
	Amount		Weighted-Average Interest Rate			Amount		Weighted-Average Interest Rate
Revolving Credit Facility - KeyBank KBS	$	682		6.68	%	$	-		-%
Revolving Credit Facility - Premier EBGL		3,439		7.25	%		3,969		7.25	%
Revolving Credit Facility - Austin ADT		1,457		9.25	%		1,205		9.25	%
Revolving Credit Facility - NAB		1,470		7.86	%		1,385		7.36	%
Total Short-term Revolving Credit Facilities		7,048		7.74	%		6,559		7.64	%

Austin - ADT Term Loan		160		9.25	%		160		9.25	%
Term Loan Secured by Mortgage		354		7.50	%		354		7.50	%
Bridgewater - TT Term Loan		1,400		7.85	%		1,400		7.85	%
Total Short-term Debt		8,962		7.77	%		8,473		7.70	%

Austin - ADT Term Loan, net of current portion		280		9.25	%		359		9.25	%
Term Loan Secured by Mortgage, net of current portion		2,166		7.50	%		2,320		7.50	%
Bridgewater - TT Term Loan, net of current portion		2,677		7.85	%		3,377		7.85	%
Long Term Debt, net of current portion		5,123		7.78	%		6,056		7.80	%

Total Debt	$	14,085		7.77	%	$	14,529		7.74	%

A summary of debt outstanding as of December 31, 2025 is as follows:

SCHEDULE OF DEBT OUTSTANDING


	December 31, 2025
	Amount		Weighted-Average Interest Rate

Revolving Credit Facility - Premier EBGL	$	3,969		7.25	%
Revolving Credit Facility - Austin ADT		1,205		9.25	%
Revolving Credit Facility - NAB		1,385		7.36	%
Total Short-term Revolving Credit Facilities		6,559		7.64	%

Austin - ADT Term Loan		160		9.25	%
Term Loan Secured by Mortgage		354		7.50	%
Bridgewater - TT Term Loan		1,400		7.85	%
Total Short-term Debt		8,473		7.70	%

Austin - ADT Term Loan, net of current portion		359		9.25	%
Term Loan Secured by Mortgage, net of current portion		2,320		7.50	%
Bridgewater - TT Term Loan, net of current portion		3,377		7.85	%
Long Term Debt, net of current portion		6,056		7.80	%

Total Debt	$	14,529		7.74	%

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

NOTE 1 - BASIS OF PRESENTATION

These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Star Equity Holdings, Inc. and its subsidiaries (the “Company”) filed in their respective Annual Reports on Form 10-K for the year ended December 31, 2025.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements.

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF SHARE BASED PAYMENTS ARRANGEMENT, RESTRICTED STOCK AND RESTRICTED UNIT ACTIVITY

A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the six months ended June 30, 2026 was as follows:

Vesting conditions	Number of Restricted Stock Units Granted
First Anniversary [Member] Second Anniversary [Member] Third Anniversary [Member]
Performance and service conditions - Type 1 ^{(1) (3)}		10,695
Performance and service conditions - Type 1 ^{(2) (3)}		240,722
Service conditions only - Type 2 ⁽⁴⁾		45,231
Total shares of stock award granted		296,648

1.	The performance conditions with respect to restricted stock units may be satisfied as follows: a. For grants to Corporate office employees subject to 2025 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a group adjusted EBITDA.

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

a. For grants to Corporate office employees subject to 2026 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a group adjusted EBITDA, corporate costs, and other qualitative factors.

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

a. 33% for Type 1 of the restricted stock units will vest on the first anniversary of the grant date;

b. 33% for Type 1 of the restricted stock units will vest on the second anniversary of the grant date; and

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

4.	To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows: a. 100% for Type 2 of the restricted stock units will vest on the first anniversary of the grant date.

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

Vesting conditions	Number of Restricted Stock Units Granted
Performance and service conditions - Type 1 ^{(1) (2)}		13,296
Performance and service conditions - Type 2 ^{(1) (2)}		35,392
Service conditions only - Type 1 and Type 3 ^{(2) (3)}		75,089
Total shares of stock award granted		123,777

(1)

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

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

(2)

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

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

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

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

(3)

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

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

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE

For the three and six months ended June 30, 2026 and 2025, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:

	2026		2025		2026		2025
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Restricted stock units		707		243		1,191		629
Stock-based compensation		707		243		1,191		629

For the years ended December 31, 2025 and 2024, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock, which are included in the accompanying Consolidated Statements of Operations, were as follows:

	2025		2024
	For The Year Ended December 31,
	2025		2024
Restricted stock units	$	1,497	$	1,173
Restricted stock units-cash settled liabilities		-		107
Total	$	1,497	$	1,280

SCHEDULE OF UNRECOGNIZED COMPENSATION COST, NON VESTED AWARDS

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

	As of December 31,
	2025				2024
	Unrecognized Expense		Weighted Average Period in Years		Unrecognized Expense		Weighted Average Period in Years
Restricted stock units	$	1,182		0.9	$	1,445		0.9

SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS AND SHARES

Changes in the Company’s restricted stock units for the six months ended June 30, 2026 and 2025 were as follows:

	Six Months Ended June 30, 2026
	Performance-based					Time-based/Director					Total
	Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2026		62,266		$	13.64		197,485		$	11.75		259,751		$	12.20
Granted		251,417		$	9.91		45,231		$	11.39		296,648		$	10.14
Vested		(17,118	)	$	13.14		(7,007	)	$	15.07		(24,125	)	$	13.70
Forfeited		(23,508	)	$	13.16		-		$	-		(23,508	)	$	13.16
Unvested restricted stock units at June 30, 2026		273,057		$	10.28		235,709		$	11.58		508,766		$	10.88

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

	Six Months Ended June 30, 2025
	Performance-based					Time-based/Director					Total
	Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2025		55,591		$	17.58		128,474		$	14.96		184,065		$	15.75
Granted		48,688		$	13.15		7,868		$	10.04		56,556		$	12.72
Vested		(7,280	)	$	35.57		(11,522	)	$	12.46		(18,802	)	$	21.41
Forfeited		(48,311	)	$	14.87		(3,264	)	$	20.97		(51,575	)	$	15.26
Unvested restricted stock units at June 30, 2025		48,688		$	13.15		121,556		$	14.72		170,244		$	14.27

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

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

Vested		(16,419	)	$	24.05		(63,101	)	$	13.90		(79,520	)	$	16.00
Forfeited		(48,311	)	$	14.87		(3,264	)	$	20.97		(51,575	)	$	15.26
Unvested restricted stock units at December 31		62,266		$	13.64		197,485		$	11.75		259,751		$	12.20

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

	Year Ended December 31, 2024
	Performance-based					Time-based/Director					Total
	Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1		95,264		$	23.49		80,422		$	16.50		175,686		$	20.29
Granted		47,647		$	14.51		103,197		$	15.03		150,844		$	14.87

Vested		(58,479	)	$	22.40		(54,465	)	$	17.21		(112,944	)	$	19.90
Forfeited		(28,841	)	$	22.27		(680	)	$	27.16		(29,521	)	$	22.38
Unvested restricted stock units at December 31		55,591		$	17.58		128,474		$	14.96		184,065		$	15.75

SCHEDULE OF FAIR VALUE OF INSTRUMENT VESTED

The total fair value of restricted stock units vested during the years ended December 31, 2025 and 2024 were as follows:

		2025		2024
	For The Year Ended December 31,
		2025		2024
Fair value of restricted stock units vested	$	1,112	$	1,693

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

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

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

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS

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

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

SCHEDULE OF NOTES RECEIVABLE (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total note receivable	$ 9,184	$ 8,885
Less current portion	236	256
Note receivable, net of current portion	8,948	8,629
Catalyst [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total note receivable	8,725	8,257
MD Office Solutions [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total note receivable	447	596
Less current portion	223	224
Note receivable, net of current portion		373
KBS Builders Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total note receivable	$ 12	$ 32

- Definition

Amortized cost, before allowance for credit loss, of financing receivable. Excludes financing receivable covered under loss sharing agreement and net investment in lease.

+ References

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

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

Principles of Consolidation

Principles of Consolidation

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

Use of Estimates

Use of Estimates

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

Concentration and Credit Risk

Concentration and Credit Risk

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

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

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

Revenue Recognition

Revenue Recognition

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

Business Services Revenue Recognition

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

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

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

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

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

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

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

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

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

Building Solutions Revenue Recognition

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

The majority of our contracts have a single performance obligation, including certain instances which we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period.

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

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

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

Energy Services Revenue Recognition

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

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

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

Operating Expenses

Operating Expenses

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

Stock-Based Compensation

Stock-Based Compensation

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

Employee Benefit Programs

Employee Benefit Programs

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

Income Taxes

Income Taxes

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

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

The calculation of net deferred tax assets assumes sufficient future earnings for the realization of such assets as well as the continued application of currently anticipated tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets where management believes it is more likely than not that the deferred tax assets will not be realized in the relevant jurisdiction. If we determine that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of earnings at that time. See Note 8 to the Consolidated Financial Statements for further information regarding deferred tax assets and our valuation allowance.

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

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

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

Loss) earnings Per Share

(Loss) earnings Per Share

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

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The authoritative guidance for fair value measurements defines fair value for accounting purposes, establishes a framework for measuring fair value, and provides disclosure requirements regarding fair value measurements. The guidance defines fair value as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial instruments primarily consist of cash equivalents, equity securities, accounts receivable, other current assets, restricted cash, and accounts payable. The carrying amount of short-term and long-term debt and notes payable approximates fair value because of the relative short maturity of these instruments and interest rates we could currently obtain.

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

Fair Value of Financial Instruments

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

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

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

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

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

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

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Restricted Cash

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

Equity Securities

Equity Securities

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

Equity Securities

Accounts Receivable

Accounts Receivable

The Company’s accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $6,960 and $5,925 as of December 31, 2025 and 2024, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

Allowance for Expected Credit Losses

The allowance for expected credit losses is estimated based on the CECL model and takes into account information about past events, current conditions, and reasonable and supportable forecasts of future economic conditions. It represents the aggregate amount of credit risk arising from the inability of specific clients to pay our fees or from disputes that may affect our ability to fully collect billed accounts receivable. In determining the collectability of specific customer accounts, we evaluate a number of factors, including customer creditworthiness, past transaction history, changes in financial stability, payment terms and practices, and the effect of market conditions on each customer. Other factors considered include, but are not limited to, current economic conditions and forward-looking estimates. Actual results may differ from our estimates. If the financial condition of our clients deteriorates, resulting in their inability or unwillingness to pay our fees, we may be required to record additional provisions for expected credit losses in future periods. Credit risk may be mitigated to the extent that we receive retainers from certain clients prior to performing services.

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

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

Long-Term Investments

Long-Term Investments

As a part of the sale of Digirad Health, Star Operating Companies received common equity in Insignia TTG Parent LLC (“Catalyst Parent”), the parent entity of Catalyst formerly known as TTG Imaging Solutions, LLC. In accounting for this investment, we have elected the measurement alternative under ASC 321 “Accounting for Investments in Equity Securities”. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified. Each reporting period, we perform a qualitative and quantitative assessment considering impairment indicators to evaluate whether the investment is impaired. Impairment indicators include, but are not limited to, significant deterioration in earnings performance, significant adverse changes in the regulatory or economic environment, and working capital deficiencies. If an investment is determined to be impaired, we include an impairment loss as a component of other income (expense) equal to the difference between the fair value of the investment and its carrying amount. During the period ended June 30, 2026, we recognized no impairment loss on this investment.

On August 9, 2024, SOC completed an investment in Enservco Corporation (“Enservco”) (“Investment in Enservco”), which consisted of Enservco Common Stock, Enservco Preferred Stock, and certain other options reflected in the Share Exchange Agreement, and the Enservco Note Receivable (See Note 18, Supplementary Balance Sheet Information). The Investment in Enservco is required to be accounted for using the equity method of accounting under ASC 323, “Equity Method Investments and Joint Ventures”, as we are deemed to have significant influence over Enservco based upon GAAP rules. Pursuant to the guidance in ASC 323, we elected the fair value option pursuant to ASC 825-10-15, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations. Enservco Common Stock is publicly traded, and the fair value is determined based on Enservco’s common stock close price as of the reporting date. The fair value of the Enservco Preferred Stock was based on the consideration of a number of objective and subjective factors, including third-party valuations and a company-specific economic outlook. To determine the fair value of the call option, the Company used the Black-Scholes option pricing model. The fair value of the Enservco Note was determined using a discounted cash flow model. Fair value assumptions are further described in Note 12, Fair Value Measurements. The Enservco Note was determined to be uncollectible as of December 31, 2024 and the value was reduced to $0. As described further in Note 18, Supplementary Balance Sheet Information, the value of the Enservco Note was fully collateralized and SOC called the collateral once it was determined that the note was in default.

Long-Term Investments

As a part of the sale of Digirad Health, Star Operating Companies received common equity in Insignia TTG Parent LLC (“Catalyst Parent”), the parent entity of Catalyst formerly known as TTG Imaging Solutions, LLC. In accounting for this investment, we have elected the measurement alternative under ASC 321 “Accounting for Investments in Equity Securities”. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified. Each reporting period, we perform a qualitative and quantitative assessment considering impairment indicators to evaluate whether the investment is impaired. Impairment indicators include, but are not limited to, significant deterioration in earnings performance, significant adverse changes in the regulatory or economic environment and working capital deficiencies. If an investment is determined to be impaired, we include an impairment loss as a component of other income (expense) equal to the difference between the fair value of the investment and its carrying amount. During the period from August 22, 2025 through December 31, 2025 we recognized no impairment loss on this investment.

Inventory

Inventory

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

Inventory

Debt Issuance Costs

Debt Issuance Costs

We incur debt issuance costs in connection with debt financings. Debt issuance costs for line of credit are presented in other assets and are amortized over the term of the revolving debt agreements using the straight-line method. Debt issuance costs for term debt are netted against the debt and are amortized over the term of the loan using the effective interest method. Amortization of debt issuance costs are included in interest expense. As of June 30, 2026, we have no unamortized debt issuance costs.

Debt Issuance Costs

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

Shipping and Handling Fees and Costs

Shipping and Handling Fees and Costs

We record all shipping and handling costs billed to customers as revenue earned for the goods provided. Shipping and handling costs related to continuing operations are included in cost of revenues and totaled $808 and $1,622 for the three and six months ended June 30, 2026, respectively.

Shipping and Handling Fees and Costs

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

Warranties

Warranties

Warranties

Advertising and Marketing Costs

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred. Total advertising and marketing costs for the three and six months ended June 30, 2026 were $1,001 and $1,923, respectively, and $971 and $1,901 for the three and six months ended June 30, 2025, respectively.

Advertising and Marketing Costs

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

Property and Equipment

Property and Equipment

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

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

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

Leases

Leases

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

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

Capitalized Software Costs

Capitalized Software Costs

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

Business Combinations and Asset Acquisitions

Business Combinations and Asset Acquisitions

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

Intangible Assets

Intangible Assets

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

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

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

Goodwill

Goodwill

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

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

The Company has the option to perform a qualitative assessment for reporting units to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of its reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. However, if the Company concludes otherwise, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. Alternatively, the Company has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. There were no impairment charges recorded in either fiscal year 2025 or 2024.

Foreign Currency Translation

Foreign Currency Translation

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

Comprehensive Income (Loss)

Comprehensive Income (Loss)

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

SCHEDULE OF TOTAL PROVISION FOR EXPECTED CREDIT LOSSES AND WRITE-OFFS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Credit Loss [Abstract]
Beginning balance	$ 310	$ 227	$ 275	$ 391	$ 391	$ 378
Provision for expected credit losses	158	13	209	19	103	24
Write-offs	(179)	(35)	(195)	(205)	(317)	(11)
Allowance for expected credit losses, assumed from the acquisition of Star Operating Companies					98
Ending Balance	$ 289	$ 205	$ 289	$ 205	$ 275	$ 391

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Total
Balance at Dec. 31, 2023		$ 4	$ 493,036	$ (425,247)	$ (1,290)	$ (17,949)	$ 48,554
Balance, shares at Dec. 31, 2023		3,896
Balance, shares at Dec. 31, 2023						(1,089)
Net loss				(4,770)			(4,770)
Other comprehensive income (loss), translation adjustments					(1,427)		(1,427)
Purchase of treasury stock (including payment of tax withholdings)						$ (2,775)	(2,775)
Purchase of treasury stock (including payment of tax withholdings), shares						(173)
Purchase of net settled restricted stock						$ (327)	(327)
Purchase of net settled restricted stock, shares						(21)
Stock-based compensation and vesting of restricted stock units			1,173				1,173
Stock-based compensation and vesting of restricted stock units, shares		137
Balance at Dec. 31, 2024		$ 4	494,209	(430,017)	(2,717)	$ (21,051)	$ 40,428
Balance, shares at Dec. 31, 2024		4,033
Balance, shares at Dec. 31, 2024						(1,283)	1,283
Net loss			(1,756)				$ (1,756)
Purchase of net settled restricted stock						$ (8)	(8)
Purchase of net settled restricted stock, shares						(1)
Stock-based compensation			386				386
Stock-based compensation, shares		2
Accumulated other comprehensive income					424		424
Balance at Mar. 31, 2025		$ 4	494,595	(431,773)	(2,293)	$ (21,059)	39,474
Balance, shares at Mar. 31, 2025		4,035
Balance, shares at Mar. 31, 2025						(1,284)
Balance at Dec. 31, 2024		$ 4	494,209	(430,017)	(2,717)	$ (21,051)	$ 40,428
Balance, shares at Dec. 31, 2024		4,033
Balance, shares at Dec. 31, 2024						(1,283)	1,283
Net loss							$ (2,444)
Other comprehensive income (loss), translation adjustments							1,548
Balance at Jun. 30, 2025		$ 4	494,838	(432,461)	(1,169)	$ (21,082)	40,130
Balance, shares at Jun. 30, 2025		4,042
Balance, shares at Jun. 30, 2025						(1,287)
Balance at Dec. 31, 2024		$ 4	494,209	(430,017)	(2,717)	$ (21,051)	$ 40,428
Balance, shares at Dec. 31, 2024		4,033
Balance, shares at Dec. 31, 2024						(1,283)	1,283
Net loss				(5,917)			$ (5,917)
Other comprehensive income (loss), translation adjustments					1,353		1,353
Purchase of treasury stock (including payment of tax withholdings)						$ (2,638)	(2,638)
Purchase of treasury stock (including payment of tax withholdings), shares						(281)
Purchase of net settled restricted stock						$ (451)	(451)
Purchase of net settled restricted stock, shares						(47)
Stock-based compensation and vesting of restricted stock units			1,497				1,497
Stock-based compensation and vesting of restricted stock units, shares		301
Dividends to holders of preferred stock ($0.250 per share)			(740)				(740)
Preferred stock issued in connection with acquisition of Star Operating Companies	$ 3		25,477				25,480
Preferred stock issued in connection with acquisition of Star Operating Companies, shares	2,691
Common stock issued in connection with acquisition of Star Operating Companies		$ 1	6,694				6,695
Common stock issued in connection with acquisition of Star Operating Companies, shares		744
Issuance of common shares in exchange for preferred treasury shares			2,999			(2,999)
Issuance of common shares in exchange for preferred treasury shares, shares		288
Balance at Dec. 31, 2025	$ 3	$ 5	530,136	(435,934)	(1,364)	$ (27,139)	$ 65,707
Balance, shares at Dec. 31, 2025	2,691	5,366
Balance, shares at Dec. 31, 2025						(1,611)	1,611
Balance at Mar. 31, 2025		$ 4	494,595	(431,773)	(2,293)	$ (21,059)	$ 39,474
Balance, shares at Mar. 31, 2025		4,035
Balance, shares at Mar. 31, 2025						(1,284)
Net loss				(688)			(688)
Other comprehensive income (loss), translation adjustments							1,124
Purchase of net settled restricted stock						$ (23)	(23)
Purchase of net settled restricted stock, shares						(3)
Stock-based compensation			243				243
Stock-based compensation, shares		7
Accumulated other comprehensive income					1,124		1,124
Balance at Jun. 30, 2025		$ 4	494,838	(432,461)	(1,169)	$ (21,082)	40,130
Balance, shares at Jun. 30, 2025		4,042
Balance, shares at Jun. 30, 2025						(1,287)
Balance at Dec. 31, 2025	$ 3	$ 5	530,136	(435,934)	(1,364)	$ (27,139)	$ 65,707
Balance, shares at Dec. 31, 2025	2,691	5,366
Balance, shares at Dec. 31, 2025						(1,611)	1,611
Net loss				(3,793)			$ (3,793)
Purchase of treasury stock (including payment of tax withholdings)						$ (712)	(712)
Purchase of treasury stock (including payment of tax withholdings), shares						(70)
Purchase of net settled restricted stock						$ (9)	(9)
Purchase of net settled restricted stock, shares						(1)
Dividends to holders of preferred stock ($0.250 per share)			(592)				(592)
Stock-based compensation			484				484
Stock-based compensation, shares		23
Accumulated other comprehensive income					(83)		(83)
Balance at Mar. 31, 2026	$ 3	$ 5	530,028	(439,727)	(1,447)	$ (27,860)	61,002
Balance, shares at Mar. 31, 2026	2,691	5,389
Balance, shares at Mar. 31, 2026						(1,682)
Balance at Dec. 31, 2025	$ 3	$ 5	530,136	(435,934)	(1,364)	$ (27,139)	$ 65,707
Balance, shares at Dec. 31, 2025	2,691	5,366
Balance, shares at Dec. 31, 2025						(1,611)	1,611
Net loss							$ (5,641)
Other comprehensive income (loss), translation adjustments							(164)
Balance at Jun. 30, 2026	$ 3	$ 5	530,922	(441,575)	(1,528)	$ (28,030)	$ 59,797
Balance, shares at Jun. 30, 2026	2,776	5,398
Balance, shares at Jun. 30, 2026						(1,699)	1,699
Balance at Mar. 31, 2026	$ 3	$ 5	530,028	(439,727)	(1,447)	$ (27,860)	$ 61,002
Balance, shares at Mar. 31, 2026	2,691	5,389
Balance, shares at Mar. 31, 2026						(1,682)
Net loss				(1,848)			(1,848)
Other comprehensive income (loss), translation adjustments							(81)
Purchase of treasury stock (including payment of tax withholdings)						$ (157)	(157)
Purchase of treasury stock (including payment of tax withholdings), shares						(16)
Purchase of net settled restricted stock						$ (13)	(13)
Purchase of net settled restricted stock, shares						(1)
Dividends to holders of preferred stock ($0.250 per share)			(603)				(603)
Stock-based compensation			707				707
Stock-based compensation, shares	2	9
Accumulated other comprehensive income					(81)		(81)
Issuance of preferred stock			790				790
Issuance of preferred stock, shares	83
Balance at Jun. 30, 2026	$ 3	$ 5	$ 530,922	$ (441,575)	$ (1,528)	$ (28,030)	$ 59,797
Balance, shares at Jun. 30, 2026	2,776	5,398
Balance, shares at Jun. 30, 2026						(1,699)	1,699

ACCUMULATED OTHER COMPREHENSIVE LOSS

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

NOTE 21 - ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss, net of tax, consisted of the following:

	2025			2024
	December 31,
	2025			2024
Foreign currency translation adjustments	$	(1,364	)	$	(2,717	)
Accumulated other comprehensive loss	$	(1,364	)	$	(2,717	)

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

SCHEDULE OF FOREIGN AND DOMESTIC INCOME BEFORE TAX

The domestic and foreign components of net income before provision for income taxes is as follows:

	2025			2024
	Year ended December 31,
	2025			2024
Domestic	$	(3,725	)	$	(31,531	)
Foreign		(131	)		28,061
(Loss) income before provision for income taxes	$	(3,856	)	$	(3,470	)

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

The components of the provision for (benefit from) income taxes are as follows:

	2025		2024
	Year ended December 31,
	2025		2024
Current tax provision (benefit):
U.S. Federal	$	-	$	-
State and local		31		(15	)
Foreign		1,088		783
Total current provision for (benefit from) income taxes		1,119		768
Deferred tax provision (benefit):
U.S. Federal		-		-
State and local		-		-
Foreign		942		532
Total deferred provision (benefit) from income taxes		942		532
Total provision for income taxes	$	2,061	$	1,300

SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES

Other [Member]	Year ended December 31,
	2025
Income taxes paid:
U.S. Federal	$	95
State and local		163
Foreign
Australia		1,233
U.K.		233
India		134
Other		37
Total Foreign		1,637
Total income taxes paid	$	1,895

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

The following is a reconciliation of the effective tax rate for the year ended December 31, 2025 to the U.S. federal statutory rate of 21%:


	Year ended December 31, 2025
	Amount			Percent
US federal statutory income tax rate	$	(810	)		21.0	%
Domestic federal
Nontaxable and nondeductible items
Nondeductible employee compensation		151			(3.9	)%
Nondeductible professional fees		471			(12.2	)%
Nondeductible share based compensation		376			(9.7	)%
Other		149			(3.9	)%
Changes in valuation allowance		(9,188	)		238.2	%
Operating losses expired		8,833			(229.0	)%
Domestic state and local income taxes, net of federal effect¹		32			(0.8	)%
Foreign tax effects
United Arab Emirates
Changes in valuation allowance		329			(8.5	)%
Australia
Statutory income tax rate differential		385			(10.0	)%
Noncreditable withholding tax		41			(1.1	)%
United Kingdom
Deferred investment impairment true-up and NOL carryback		1,111			(28.8	)%
Other		13			(0.3	)%
Other foreign jurisdictions		162			(4.2	)%
Statutory income tax rate differential / Other foreign jurisdictions		162			(4.2	)%
Worldwide changes in unrecognized tax benefits		6			(0.2	)%
Uncertain tax positions
Prior period adjustments
Permanent differences and other
Provision for income taxes	$	2,061			(53.4	)%

State and local income taxes in Pennsylvania and Texas comprise the majority of the domestic state and local income taxes, net of federal effect category.

The following is a reconciliation of the effective tax rate for the year ended December 31, 2024 to the U.S. federal statutory rate of 21%:

	Year ended December 31,
	2024
Provision at federal statutory rates	$	(729	)
State income taxes, net of federal benefit		1,133
Domestic state and local income taxes, net of federal effect		1,133
Change in valuation allowance		6,817
Taxes related to foreign income		(1,506	)
Statutory income tax rate differential / Other foreign jurisdictions		(1,506	)
Non-deductible expenses		(4,943	)
Other / Non-deductible expenses		(4,943	)
Uncertain tax positions		6
Prior period adjustments		395
Permanent differences and other		127
Provision for income taxes	$	1,300

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Net deferred tax assets have been reported as non-current in the accompanying Consolidated Balance Sheets. Significant temporary differences at December 31, 2025 and 2024 are as follows:

	2025			2024
	As of December 31,
	2025			2024
Deferred tax assets (liabilities):
Allowance for expected credit losses	$	89		$	108
Property and equipment		(7,383	)		(170	)
Goodwill and intangibles		4,863			714
Accrued compensation		1,417			1,786
Accrued liabilities and other		4,607			29
Loss carryforwards		65,855			73,672
Deferred tax assets before valuation allowance		69,448			76,139
Valuation allowance		(67,537	)		(73,491	)
Deferred tax assets, net of valuation allowance	$	1,911		$	2,648

SCHEDULE OF INCOME TAX CONTINGENCIES

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties is as follows:

SCHEDULE OF INCOME TAX CONTINGENCIES

	2025		2024
Balance, beginning of year	$	60	$	60
Additions for tax positions of current years		-		-
Additions for tax positions of prior years		-		-
Reductions for tax positions of prior years		-		-
Expiration of applicable statutes of limitations		-		-
Balance, end of year	$	60	$	60

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Fair Value Disclosures [Abstract]

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	Level 1		Level 2		Level 3		Total
	Fair Value as of June 30, 2026
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Equity securities	$	4,262	$	-	$	-	$	4,262
Total	$	4,262	$	-	$	-	$	4,262

	Level 1		Level 2		Level 3		Total
	Fair Value as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Equity securities	$	3,767	$	-	$	-	$	3,767
Total	$	3,767	$	-	$	-	$	3,767

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	Fair Value as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Equity securities	$	3,767	$	-	$	-	$	3,767
Total	$	3,767	$	-	$	-	$	3,767

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION

The table below presents a reconciliation for Level 3 liabilities for the period ended December 31, 2025. The Level 3 liabilities consist of an earnout liability associated with SOC’s acquisition of Big Lake Lumber (“BLL”) in 2023. The change in the Level 3 liability during the period was primarily due to net payments.

	2025
Acquisition value at August 22, 2025	$	201
Net reductions (payments)		(201	)
Balance as at December 31, 2025	$	-

	2025
Acquisition value at August 22, 2025	$	201
Net reductions (payments)		(201	)
Balance as at December 31, 2025	$	-

SCHEDULE OF INVESTMENT IN EQUITY SECURITIES, GAIN (LOSS)

Gains and losses from investments in equity securities are recorded in other income (expense) in the Condensed Consolidated Statements of Operations and included the following for the period ended June 30, 2026.

	2026			2026
	Three Months Ended June 30,			Six Months Ended June 30,
	2026			2026
Unrealized loss on equity securities	$	(668	)	$	(945	)
Unrealized gain on equity securities		314			569
Realized gain on equity securities		316			496
Total (loss) gain on equity securities	$	(38	)	$	120

Gains and losses from investments in equity securities are recorded in other income (expense) in the Consolidated Statements of Operations and included the following for the period ended December 31, 2025.

	Year Ended December 31,
	2025
Unrealized loss on equity securities	$	(390	)
Unrealized gain on equity securities		241
Realized gain on equity securities		11
Total loss on equity securities	$	(138	)

SCHEDULE OF DERIVATIVE INSTRUMENTS, GAIN (LOSS)

Gains and losses from lumber derivative contracts are recorded in the cost of revenues in the Consolidated Statements of Operations and included the following for the period ended December 31, 2025:

	Year Ended December 31,
	2025

Realized loss on lumber derivatives	$	(68	)
Total loss on lumber derivatives	$	(68	)

SUPPLEMENTARY BALANCE SHEET INFORMATION

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTARY BALANCE SHEET INFORMATION

NOTE 18 - SUPPLEMENTARY BALANCE SHEET INFORMATION

Inventories

The components of inventories are as follows:

SCHEDULE OF INVENTORY

	June 30, 2026		December 31, 2025
Raw materials	$	4,061	$	4,122
Work-in-process		450		536
Finished goods		2,443		2,330
Total inventories, net	$	6,954		6,988

ADT’s inventory, amounting to $1,097 as of June 30, 2026, consists of component equipment, parts and supplies which are classified as raw materials using the weighted average cost method.

Property and Equipment

Property and equipment consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2026			December 31, 2025
Land	$	795		$	1,134
Buildings and leasehold improvements		7,117			9,070
Transportation		2,217			2,023
Machinery and equipment		14,101			12,750
Gross property and equipment		24,230			24,977
Accumulated depreciation		(7,632	)		(6,367	)
Total property and equipment, net	$	16,598		$	18,610

Depreciation expense for the three and six months ended June 30, 2026 was $764 and $1,547, respectively, and $6 and $52 for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, we held non-operating land and a building in Oxford, Maine for investment and potential future use which had a carrying value of $1,701 and was included within property and equipment on the Condensed Consolidated Balance Sheets.

Warranty Reserves

Within our Building Solutions segment, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EdgeBuilder provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of 25twenty-five years. TT provides a 50fifty-year limited warranty to the original buyer of its products, qualified by the original buyer’s obligation to ensure that the products are properly handled, stored, and installed. Historical losses related to the Timber Technologies warranty have been insignificant and therefore no reserve has been established. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. Within our Energy Services segment, we do not provide warranties on our products.

Notes Receivable

Notes receivable consists of the following principal and interest balances as of June 30, 2026 and December 31, 2025:

SCHEDULE OF NOTES RECEIVABLE

	June 30, 2026			December 31, 2025
	Principal and interest			Principal and interest
Catalyst Note	$	8,725		$	8,257
MDOS Note		447			596
KBS Customer Note		12			32
Total note receivable		9,184			8,885
Less current portion		(236	)		(256	)
Note receivable, net of current portion	$	8,948		$	8,629

As a part of the sale of Digirad Health in May 2023, SOC entered into a $7,000 promissory note (the “Catalyst Note”) which represents an unsecured note receivable on our balance sheet. The note has a maturity date of May 3, 2029 with payment-in-kind (non-cash) interest on the outstanding principal balance hereof to accrue at the Interest Rate. The full balance is scheduled to be paid at the maturity date. The Interest Rate is defined as (i) during the period from the date of issuance of the note through the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 5.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement (as defined in the Purchase Agreement) during such period, and (ii) during the period following the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 7.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement during such period.

In 2021, SOC completed the sale of MD Office Solutions in exchange for a secured promissory note (the “MDOS Note”). This note, the principal of which is approximately $447 at June 30, 2026, is included in “Notes receivable, net of current portion” and “Notes receivable” in our Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025 for $223 and $224, respectively. The MDOS Note requires quarterly installments of $74 and incurs interest at a fixed rate of 5.0% through maturity in 2028.

In 2023, KBS issued a promissory note to a customer, incurring 12% interest per annum (the “KBS Customer Note”). The KBS Customer Note is included in “Notes receivable, net of current portion” in the Condensed Consolidated Balance Sheets at June 30, 2026.

The Company evaluates its notes receivable portfolio under the Current Expected Credit Loss (“CECL”) model.

Long Term Investments

Below are the components of our Long Term Investments as of June 30, 2026:

SCHEDULE OF LONG TERM INVESTMENTS

	Method of Accounting	June 30, 2026		December 31, 2025
Investment in Catalyst	Cost Method	$	953	$	953
Total		$	953	$	953

Investment in Catalyst

As a part of the sale of Digirad Health, SOC received common equity of Catalyst Parent, which is held in our Investments Segment at a fair value of $953 at June 30, 2026. We have elected the measurement alternative under ASC 321, Investments-Equity Securities. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified.

Investment in Enservco

On August 9, 2024, SOC entered into an investment in Enservco pursuant to a Share Exchange Agreement in which SOC agreed to issue to Enservco 250,000 shares of 10% Series A Cumulative Perpetual Preferred Stock representing $2,600 of value in exchange for 9,023,035 Enservco Common Shares, representing 19.9% of the equity interests of Enservco, and 3.5 million Enservco Preferred Shares and certain options included in the Share Exchange Agreement. We also issued a $1,000 note to Enservco to facilitate Enservco’s acquisition of Buckshot Trucking, LLC. The investment in Enservco had a value of zero at June 30, 2026.

NOTE 18 - SUPPLEMENTARY BALANCE SHEET INFORMATION

Inventories

The components of inventories are as follows:

SCHEDULE OF INVENTORY

	December 31, 2025
Raw materials	$	4,122
Work-in-process		536
Finished goods		2,330
Total inventories, net	$	6,988

ADT’s inventory, amounting to $1,129 as of December 31, 2025, consists of component equipment, parts and supplies which are classified as raw materials using the weighted average cost method.

Property and Equipment

Property and equipment consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2025

Land	$	1,134
Buildings and leasehold improvements		9,070
Transportation		2,023
Machinery and equipment		12,750
Gross property and equipment		24,977
Accumulated depreciation		(6,367	)
Total property and equipment, net	$	18,610

Depreciation expense for the year ended December 31, 2025 was $1,177 and $232 for the year ended December 31, 2024.

As of December 31, 2025, we held non-operating land and a building in Oxford, Maine for investment and potential future use which had a carrying value of $1,781 and was included within property and equipment on the Consolidated Balance Sheets.

Included in machinery and equipment in the above table is rental equipment with a net book value of approximately $4,909 as of December 31, 2025, related to our Energy Services segment.

Warranty Reserves

Notes Receivable

Notes receivable consists of the following principal and interest balances as of December 31, 2025:

SCHEDULE OF NOTES RECEIVABLE

	December 31, 2025
	Principal and interest
Catalyst Note	$	8,257
MDOS Note		596
KBS Customer Note		32
Total note receivable		8,885
Less current portion		256
Note receivable, net of current portion	$	8,629

In 2021, SOC completed the sale of MD Office Solutions in exchange for a secured promissory note (the “MDOS Note”). This note, the principal of which is approximately $596 at December 31, 2025, is included in “Notes receivable, current portion” and “Notes receivable” in our Consolidated Balance Sheet at December 31, 2025 for $223 and $373, respectively. The MDOS Note requires quarterly installments of $74 and incurs interest at a fixed rate of 5% through maturity in 2028.

In 2023, KBS issued a promissory note to a customer, incurring 12% interest per annum (the “KBS Customer Note”). The KBS Customer Note is included in “Notes receivable, current portion” in the Consolidated Balance Sheets at December 31, 2025.

The Company evaluates its notes receivable portfolio under the Current Expected Credit Loss (“CECL”) model.

Long Term Investments

Below are the components of our Long Term Investments as of December 31, 2025:

SCHEDULE OF LONG TERM INVESTMENTS

	Method of Accounting	December 31, 2025
Investment in Catalyst	Cost Method	$	953
Total		$	953

Investment in Catalyst

As a part of the sale of Digirad Health, SOC received common equity of Catalyst Parent, which is held in our Investments segment at a fair value of $953 at December 31, 2025. We have elected the measurement alternative under ASC 321, Investments-Equity Securities. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified.

Investment in Enservco

Accrued Expenses and Other Liabilities

As of December 31, 2025 and 2024, the Company’s accrued expenses and other current liabilities consisted of the following:

	2025		2024
	December 31,
	2025		2024
Sales, use, payroll taxes and income taxes	$	2,927	$	2,596
Fees for professional services		1,931		882
Other accruals		2,049		897
Total accrued expenses and other current liabilities	$	6,907	$	4,375

SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASE (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 1,077	$ 402	$ 1,144	$ 809
Financing cash flows from finance leases	9		8
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$ 2,494	$ 361	$ 3,112	$ 416

ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands					3 Months Ended	4 Months Ended	6 Months Ended	12 Months Ended
ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands	Aug. 22, 2025	Jul. 23, 2025	Mar. 03, 2025	Aug. 09, 2024	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024	Jul. 22, 2025
Business Combination [Line Items]
Business combination measurement period adjustments	$ 1,705
Cash acquired in connection with the acquisition of Star Operating Companies								$ 6,967
Hudson Common Stock [Member]
Business Combination [Line Items]
Equity method investment, ownership percentage						21.00%		21.00%		10.00%
Excess of shares outstanding, percentage						5.00%		5.00%
Star Equity Holdings Inc [Member]
Business Combination [Line Items]
Equity method investment, ownership percentage						27.00%		27.00%
Series A Preferred Stock [Member]
Business Combination [Line Items]
Preferred stock, dividend percentage				10.00%			10.00%	10.00%
Star Operating Companies [Member]
Business Combination [Line Items]
Fair value of the common and preferred stock	32,174
Acquisition related expense	1,600
Other current liabilities	896
Inventory	457
Accounts receivable, net	352
Litigation expenses	180
Sales tax liabilities	375
Professional fees	65
Current liabilities	428
State tax refund	$ 152
Payments to acquire businesses, gross			$ 1,000
Revenue					$ 18,556	$ 32,507	$ 33,612
Net loss					384	$ 613	2,633
Star Operating Companies [Member] \| Series A Preferred Stock [Member]
Business Combination [Line Items]
Automatically converted into the right to receive	1
Preferred stock, dividend percentage	10.00%
Star Operating Companies [Member] \| Common Stock [Member]
Business Combination [Line Items]
Automatically converted into the right to receive	0.23
Common stockholders received shares	744,291
Star Operating Companies [Member] \| Preferred Stock [Member]
Business Combination [Line Items]
Common stockholders received shares	26,906.37
Alpha Consulting Group Acquisition [Member]
Business Combination [Line Items]
Acquisition related expense		$ 11
Revenue					243		471	$ 254
Net loss					$ 68		$ 151	$ 136
Business combination, consideration transferred		146
Net cash paid in acquisitions		200
Cash acquired in connection with the acquisition of Star Operating Companies		14
Working capital adjustments		$ 68

SCHEDULE OF UNRECOGNIZED COMPENSATION COST, NON VESTED AWARDS (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized Expense	$ 3,501	$ 1,182	$ 1,445
Weighted Average Period in Years	1 year	10 months 24 days	10 months 24 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Loss per share:

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

NOTE 13 - NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

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

A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations for the three and six months ended June 30, 2026 and 2025 was as follows:

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Loss per share attributable to common shareholders (“EPS”):
Basic	$	(0.66	)	$	(0.23	)	$	(1.84	)	$	(0.82	)
Diluted	$	(0.66	)	$	(0.23	)	$	(1.84	)	$	(0.82	)
EPS numerator - basic and diluted:
Net loss attributable to common shareholders	$	(2,451	)	$	(688	)	$	(6,836	)	$	(2,444	)
EPS denominator (in thousands):
Weighted average common stock outstanding - basic		3,704			2,995			3,724			2,990
Common stock equivalents: restricted stock units and restricted shares of common stock ^(a)		-			-			-			-
Weighted average number of common stock outstanding - diluted		3,704			2,995			3,724			2,990

(a)

NOTE 13 - NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations were as follows:


	For The Year Ended December 31,
	2025			2024
Loss per share attributable to common shareholders (“EPS”):
Basic	$	(2.08	)	$	(1.59	)
Diluted	$	(2.08	)	$	(1.59	)
EPS numerator - basic and diluted:
Net loss attributable to common shareholders	$	(6,657	)	$	(4,770	)
EPS denominator (in thousands):
Weighted average common stock outstanding - basic		3,198			3,000
Common stock equivalents: stock options and restricted stock units	(a)	-		(a)	-
Weighted average number of common stock outstanding - diluted		3,198			3,000

(a)

The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 7 to the Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) $ in Thousands	4 Months Ended
	Dec. 31, 2025 USD ($)
Fair Value Disclosures [Abstract]
Beginning balance	$ 201
Net reductions (payments)	(201)
Ending balance

ACQUISITIONS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

SCHEDULE OF BUSINESS COMBINATION RECOGNIZED ASSET ACQUIRED AND LIABILITY ASSUMED

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

	Fair Value
Assets Acquired:
Cash and cash equivalents	$	4,641
Restricted cash, current		597
Investments in equity securities		2,561
Accounts receivable		11,463
Inventories, net		9,101
Note receivable, current portion		269
Prepaid and other		1,246
Property and equipment, net		17,959
Operating lease right-of-use assets		8,608
Long term investments		953
Notes receivable, net of current portion		8,473
Restricted cash, non-current		1,729
Assets Acquired	$	67,600
Liabilities Assumed:
Current payables		3,203
Accrued salaries, commissions and benefits		2,165
Accrued expenses and other current liabilities		5,162
Short-term debt		6,042
Deferred revenue		3,609
Operating lease liabilities, current portion		228
Long-term debt, net of current portion		6,630
Operating lease liabilities, net of current portion		8,387
Liabilities Assumed	$	35,426

Fair value of consideration transferred	$	32,174

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

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

Fair value of consideration transferred	$	146

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

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

Operating lease liabilities, net of current portion		8,387
Liabilities assumed	$	35,426

Fair value of consideration transferred	$	32,174

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

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

Fair value of consideration transferred	$	146

SCHEDULE OF BUSINESS COMBINATION INTANGIBLE ASSET ACQUIRED FINITE-LIVED

The following represents certain information from the unaudited pro forma Condensed Consolidated Statement of Operations as if SOC had been included in the consolidated results of the Company for the three and six months ended June 30, 2025:

Pro-forma	2025		2025
	Three Months Ended June 30,		Six Months Ended June 30,
Pro-forma	2025		2025
Revenue	$	59,249	$	104,039
Gross profit	$	24,888	$	44,422
Net income (loss)	$	2,763	$	(169	)

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

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

SCHEDULE OF SHARE BASED PAYMENTS ARRANGEMENT, RESTRICTED STOCK AND RESTRICTED UNIT ACTIVITY (Details) (Parenthetical)	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Performance conditions, percentage	100.00%	100.00%	100.00%
Restricted Stock Units, Type 1 [Member] \| First Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage	33.00%		33.00%
Restricted Stock Units, Type 1 [Member] \| Second Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage	33.00%		33.00%
Restricted Stock Units, Type 1 [Member] \| Third Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage	34.00%		34.00%
Restricted Stock Units, Type 2 [Member] \| First Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage	100.00%		66.60%
Restricted Stock Units, Type 2 [Member] \| Second Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage			16.70%
Restricted Stock Units, Type 2 [Member] \| Third Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage			16.70%
Restricted Stock Units Type 3 [Member] \| First Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage			100.00%

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Receivables [Abstract]

SCHEDULE OF RESTICTED CASH AND CASH EQUIVALENTS

Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 was as follows:

	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	6,834	$	10,269
Restricted cash, current		1,540		1,819
Restricted cash, non-current		551		1,322
Total cash, cash equivalents, and restricted cash	$	8,925	$	13,410

A summary of the Company’s restricted cash included in the accompanying Consolidated Balance Sheets as of December 31, 2025 and 2024 was as follows:

	2025		2024
	As of December 31,
	2025		2024
Cash and cash equivalents	$	10,269	$	17,011
Restricted cash, current		1,819		476
Restricted cash, non-current		1,322		180
Total cash, cash equivalents, and restricted cash	$	13,410	$	17,667

STOCK-BASED COMPENSATION

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 6 - STOCK-BASED COMPENSATION

Incentive Compensation Plan

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

The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On August 21, 2025, the Company’s stockholders at the 2025 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 400,000 shares and to permit the issuance of 175,000 shares of the Company’s preferred stock. As of June 30, 2026, there were 66,167 shares of the Company’s common stock and 140,320 of shares of preferred stock available for future issuance under the ISAP, respectively.

All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.

In February 2026, the Compensation Committee approved the Company’s 2026 long-term incentive program (the “2026 LTIP”) under the ISAP. The 2026 LTIP is intended to incent long-term shareholder value creation over a three-year performance period from January 1, 2026 through December 31, 2028 and provides for awards in the form of restricted stock units (“RSUs”) that may be earned based on the achievement of pre-established performance goals and continued service. Awards under the 2026 LTIP are currently denominated in the Company’s common stock; no preferred stock has been issued in connection with the 2026 LTIP.

For the six months ended June 30, 2026, the Company granted a total of 296,648 RSUs to employees, comprised of: (i) 111,239 performance-based RSUs subject to performance conditions; (ii) 140,178 performance-based RSUs granted under the 2026 LTIP for the three-year period; and (iii) 45,231 time-vested RSUs not subject to performance conditions. The 45,231 time-vested RSUs vest on the first anniversary of the grant date, with each RSU representing the right to receive one share of the Company’s common stock upon settlement.

For the six months ended June 30, 2025, the Company granted 48,688 restricted stock units subject to performance vesting conditions for the year ended December 31, 2025. In connection with the merger completed on August 22, 2025, the Company converted unvested RSU awards previously granted under SOC’s equity incentive plans using an exchange ratio of 0.23 shares of the Company’s common stock for each SOC share. As of the merger date, the assumed awards consisted of 22,717 performance-based RSUs and 6,046 time-based RSUs. These assumed awards remain subject to their original vesting terms and conditions and are recognized as part of the Company’s ongoing stock-based compensation expense.

A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the six months ended June 30, 2026 was as follows:

Vesting conditions	Number of Restricted Stock Units Granted
First Anniversary [Member] Second Anniversary [Member] Third Anniversary [Member]
Performance and service conditions - Type 1 ^{(1) (3)}		10,695
Performance and service conditions - Type 1 ^{(2) (3)}		240,722
Service conditions only - Type 2 ⁽⁴⁾		45,231
Total shares of stock award granted		296,648

1.	The performance conditions with respect to restricted stock units may be satisfied as follows: a. For grants to Corporate office employees subject to 2025 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a group adjusted EBITDA.

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

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

a. 33% for Type 1 of the restricted stock units will vest on the first anniversary of the grant date;

b. 33% for Type 1 of the restricted stock units will vest on the second anniversary of the grant date; and

4.	To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows: a. 100% for Type 2 of the restricted stock units will vest on the first anniversary of the grant date.

The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock, and prior to the acquisition of SOC were payable in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. Restricted stock units granted to directors vest over one year. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the six months ended June 30, 2026, the Company granted a total of 33,024 RSUs to its non-employee directors.

As of June 30, 2026, 4,301 restricted stock units are deferred under the Company’s ISAP.

For the three and six months ended June 30, 2026 and 2025, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:

	2026		2025		2026		2025
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Restricted stock units		707		243		1,191		629
Stock-based compensation		707		243		1,191		629

Restricted Stock Units

As of June 30, 2026, the Company had $3,501 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 1.0 years. Restricted stock units have no voting or dividend rights until the awards are vested.

Changes in the Company’s restricted stock units for the six months ended June 30, 2026 and 2025 were as follows:

	Six Months Ended June 30, 2026
	Performance-based					Time-based/Director					Total
	Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2026		62,266		$	13.64		197,485		$	11.75		259,751		$	12.20
Granted		251,417		$	9.91		45,231		$	11.39		296,648		$	10.14
Vested		(17,118	)	$	13.14		(7,007	)	$	15.07		(24,125	)	$	13.70
Forfeited		(23,508	)	$	13.16		-		$	-		(23,508	)	$	13.16
Unvested restricted stock units at June 30, 2026		273,057		$	10.28		235,709		$	11.58		508,766		$	10.88

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

	Six Months Ended June 30, 2025
	Performance-based					Time-based/Director					Total
	Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2025		55,591		$	17.58		128,474		$	14.96		184,065		$	15.75
Granted		48,688		$	13.15		7,868		$	10.04		56,556		$	12.72
Vested		(7,280	)	$	35.57		(11,522	)	$	12.46		(18,802	)	$	21.41
Forfeited		(48,311	)	$	14.87		(3,264	)	$	20.97		(51,575	)	$	15.26
Unvested restricted stock units at June 30, 2025		48,688		$	13.15		121,556		$	14.72		170,244		$	14.27

(a) The number of shares earned above target are based on the performance target established by the

NOTE 6 - STOCK-BASED COMPENSATION

Equity Compensation Plans

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

The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants, or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On August 31, 2025, the Company’s stockholders at the 2025 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 400,000 shares and to permit the issuance of 175,000 shares of the Company’s preferred stock. As of December 31, 2025, there were 337,245 shares of the Company’s common stock and 170,320 shares of the Company’s preferred stock available for future issuance under the ISAP.

All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.

During the year 2025, the Company granted 48,688 restricted stock units subject to performance vesting conditions for the year ended December 31, 2025. In addition, the Company granted 8,918 time-vested restricted stock units to a certain employee that were not subject to performance conditions. The RSUs vest on the first anniversary of the grant date, with each RSU representing the right to receive one share of common stock upon settlement. Additionally, 66,171 time-vested restricted stock units were granted to the Global Chief Executive Officer at Hudson Talent Solutions. During 2024, the Company granted 47,647 restricted stock units subject to performance vesting conditions and granted 12,540 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions. Additionally, 70,373 time-vested restricted stock units were granted to the Global Chief Executive Officer at Hudson RPO in 2024. In connection with the merger on August 22, 2025, the Company converted the unvested restricted stock unit awards previously granted under SOC’s equity incentive plans at the exchange ratio of 0.23 shares to 1. As of the merger date, these assumed awards consisted of 22,717 performance-based restricted stock units and 6,046 time-based restricted stock units. The assumed awards continue to be subject to their original vesting terms and conditions, and are recognized as part of the Company’s ongoing stock-based compensation expense.

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

Vesting conditions	Number of Restricted Stock Units Granted
Performance and service conditions - Type 1 ^{(1) (2)}		13,296
Performance and service conditions - Type 2 ^{(1) (2)}		35,392
Service conditions only - Type 1 and Type 3 ^{(2) (3)}		75,089
Total shares of stock award granted		123,777

(1)

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

(2)

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

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

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

(3)

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

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

The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock, and prior to the acquisition of SOC were payable in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. Restricted stock units granted to directors vest over one year. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the years ended December 31, 2025 and 2024, the Company granted 54,241 and 20,284 restricted stock units to its non-employee directors pursuant to the Director Plan, respectively.

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

	2025		2024
	For The Year Ended December 31,
	2025		2024
Restricted stock units	$	1,497	$	1,173
Restricted stock units-cash settled liabilities		-		107
Total	$	1,497	$	1,280

	As of December 31,
	2025				2024
	Unrecognized Expense		Weighted Average Period in Years		Unrecognized Expense		Weighted Average Period in Years
Restricted stock units	$	1,182		0.9	$	1,445		0.9

Restricted Stock Units

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

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

Vested		(16,419	)	$	24.05		(63,101	)	$	13.90		(79,520	)	$	16.00
Forfeited		(48,311	)	$	14.87		(3,264	)	$	20.97		(51,575	)	$	15.26
Unvested restricted stock units at December 31		62,266		$	13.64		197,485		$	11.75		259,751		$	12.20

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

	Year Ended December 31, 2024
	Performance-based					Time-based/Director					Total
	Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value		Number of Shares of Restricted Stock Units			Weighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1		95,264		$	23.49		80,422		$	16.50		175,686		$	20.29
Granted		47,647		$	14.51		103,197		$	15.03		150,844		$	14.87

Vested		(58,479	)	$	22.40		(54,465	)	$	17.21		(112,944	)	$	19.90
Forfeited		(28,841	)	$	22.27		(680	)	$	27.16		(29,521	)	$	22.38
Unvested restricted stock units at December 31		55,591		$	17.58		128,474		$	14.96		184,065		$	15.75

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

(a) The number of shares earned above target are based on the performance targets established by the Compensation Committee at the initial grant date.

The total fair value of restricted stock units vested during the years ended December 31, 2025 and 2024 were as follows:

		2025		2024
	For The Year Ended December 31,
		2025		2024
Fair value of restricted stock units vested	$	1,112	$	1,693

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Intangible Asset, Goodwill and Other [Abstract]

SCHEDULE OF GOODWILL

For the six months ended June 30, 2026 and the twelve months ended December 31, 2025, the changes in carrying amount of goodwill were as follows:

SCHEDULE OF GOODWILL


	Carrying Value
	2026
Goodwill, January 1,	$	5,944
Currency translation		(45	)
Goodwill, June 30, 2026	$	5,899

	Carrying Value
	2025
Goodwill, January 1,	$	5,703
Acquisitions		242
Currency translation		(1	)
Goodwill, December 31, 2025	$	5,944

For the years ended December 31, 2025 and 2024, the changes in carrying amount of goodwill were as follows:

SCHEDULE OF GOODWILL

	Carrying Value
	2025			2024
Goodwill, January 1	$	5,703		$	5,749
Acquisition		242			-
Currency translation		(1	)		(46	)
Goodwill, December 31	$	5,944		$	5,703

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS

The Company’s intangible assets consisted of the following components as of June 30, 2026 and December 31, 2025:

June 30, 2026	Weighted Average Remaining Amortization Useful Lives (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements		2.2	$	145	$	(130	)	$	15
Trade name		5.0		1,658		(1,006	)		652
Customer lists		1.3		4,012		(3,324	)		688
Developed technology		-		657		(657	)		-
			$	6,472	$	(5,117	)	$	1,355

December 31, 2025	Weighted Average Remaining Amortization Useful Lives (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements		2.7	$	147	$	(133	)	$	14
Trade name		5.4		1,662		(933	)		729
Customer lists		1.8		4,017		(3,072	)		945
Developed technology		-		657		(657	)		-
			$	6,483	$	(4,795	)	$	1,688

For the years ended December 31, 2025 and 2024, the Company’s intangible assets consisted of the following components:

2025	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements	2.7	$	147	$	(133	)	$	14
Trade name	5.4		1,662		(933	)		729
Customer lists	1.8		4,017		(3,072	)		945
Developed technology	-		657		(657	)		-
		$	6,483	$	(4,795	)	$	1,688

2024	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements	2.9	$	145	$	(116	)	$	29
Trade name	6.1		1,634		(731	)		903
Customer lists	2.6		3,952		(2,399	)		1,553
Developed technology	1.0		657		(651	)		6
		$	6,388	$	(3,897	)	$	2,491

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2026, and for each of the next fiscal years are as follows:


2026	$	339
Remainder of fiscal year	$	339
2027		574
Year one		574
2028		130
Year two		130
2029		110
Year three		110
2030		110
Year four		110
Thereafter		92
Net Carrying Amount	$	1,355

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2025, and for each of the next fiscal years are as follows:


Remainder
2026	$	680
2027		575
2028		131
2029		110
2030		110
Thereafter		82
Net Carrying Amount	$	1,688

SCHEDULE OF AMORTIZATION INTANGIBLE ASSETS

The change in the book value of amortizable intangible assets is as follows:

	January 1, 2026 Beginning Balance		Acquisition		Amortization			Translation and Other			June 30, 2026 Ending Balance
Non-compete agreements	$	14	$	-	$	(1	)	$	2		$	15
Trade name		729		-		(74	)		(3	)		652
Customer lists		945		-		(254	)		(3	)		688
	$	1,688	$	-	$	(329	)	$	(4	)	$	1,355

The change in the book value of amortizable intangible assets is as follows:

	January 1, 2025 Beginning Balance		Acquisition		Amortization			Translation and Other		December 31, 2025 Ending Balance
Non-compete agreements	$	29	$	2	$	(18	)	$	1	$	14
Trade name		903		27		(203	)		2		729
Customer lists		1,553		66		(674	)		-		945
Developed technology		6		-		(6	)		-		-
	$	2,491	$	95	$	(901	)	$	3	$	1,688

	January 1, 2024 Beginning Balance		Acquisition		Amortization			Translation and Other			December 31, 2024 Ending Balance
Non-compete agreements	$	49	$	-	$	(18	)	$	(2	)	$	29
Trade name		1,123		-		(216	)		(4	)		903
Customer lists		2,267		-		(709	)		(5	)		1,553
Developed technology		189		-		(183	)		-			6
	$	3,628	$	-	$	(1,126	)	$	(11	)	$	2,491

- Definition

Tabular disclosure of goodwill.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

SCHEDULE OF BUSINESS COMBINATION RECOGNIZED ASSET ACQUIRED AND LIABILITY ASSUMED (Details) - Star Operating Companies [Member] $ in Thousands	Aug. 22, 2025 USD ($)
Business Combination [Line Items]
Cash and cash equivalents	$ 4,641
Restricted cash, current	597
Investments in equity securities	2,561
Accounts receivable	11,463
Inventories, net	9,101
Note receivable, current portion	269
Prepaid and other	1,246
Property and equipment, net	17,959
Operating lease right-of-use assets	8,608
Long term investments	953
Notes receivable, net of current portion	8,473
Restricted cash, non-current	1,729
Assets Acquired	67,600
Current payables	3,203
Accrued salaries, commissions and benefits	2,165
Accrued expenses and other current liabilities	5,162
Short-term debt	6,042
Deferred revenue	3,609
Operating lease liabilities, current portion	228
Long-term debt, net of current portion	6,630
Operating lease liabilities, net of current portion	8,387
Liabilities Assumed	35,426
Fair value of consideration transferred	$ 32,174

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details)	Dec. 31, 2025
Minimum [Member] \| Building and Building Improvements [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	5 years
Minimum [Member] \| Furniture and Fixtures [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	3 years
Minimum [Member] \| Software, In-Development, Internally Developed, and Purchased [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	3 years
Minimum [Member] \| Computer Equipment [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	3 years
Minimum [Member] \| Leasehold Improvements [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	2 years
Maximum [Member] \| Building and Building Improvements [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	20 years
Maximum [Member] \| Furniture and Fixtures [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	13 years
Maximum [Member] \| Software, In-Development, Internally Developed, and Purchased [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	10 years
Maximum [Member] \| Computer Equipment [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	5 years
Maximum [Member] \| Leasehold Improvements [Member]
Property, Plant, and Equipment [Line Items]
Useful life (in years)	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SCHEDULE OF REVENUE AND LONG-LIVED ASSETS BY GEOGRAPHICAL AREA (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2026

Jun. 30, 2025

^[1]

Jun. 30, 2026

Jun. 30, 2025

^[1]

Dec. 31, 2025

Dec. 31, 2024

Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Geographical Area, Revenue and Long-Lived Asset [Line Items]

Revenue

$ 54,941

^[1]

$ 35,541

$ 105,002

^[1]

$ 67,407

$ 172,159

^[2]

$ 140,056

^[2]

Long-lived assets, net of accumulated depreciation and amortization

23,852

^[3]

23,852

^[3]

26,242

^[4]

8,436

^[4]

Net assets

59,797

65,707

40,428

AUSTRALIA

Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Geographical Area, Revenue and Long-Lived Asset [Line Items]

Revenue

18,079

^[1]

16,832

35,505

^[1]

31,694

68,839

^[2]

70,674

^[2]

Long-lived assets, net of accumulated depreciation and amortization

^[5]

^[6]

Net assets

2,046

3,855

7,788

UNITED STATES

Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Geographical Area, Revenue and Long-Lived Asset [Line Items]

Revenue

25,846

^[1]

6,739

48,263

^[1]

13,249

60,504

^[2]

26,577

^[2]

Long-lived assets, net of accumulated depreciation and amortization

21,814

^[5]

21,814

^[5]

24,160

^[6]

6,667

^[6]

Net assets

43,386

47,524

17,066

UNITED KINGDOM

Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Geographical Area, Revenue and Long-Lived Asset [Line Items]

Revenue

5,424

^[1]

6,211

10,223

^[1]

11,505

21,100

^[2]

22,900

^[2]

Long-lived assets, net of accumulated depreciation and amortization

^[5]

^[6]

Net assets

2,074

1,475

3,076

Other [Member]

Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Geographical Area, Revenue and Long-Lived Asset [Line Items]

Revenue

5,592

^[1]

$ 5,759

11,011

^[1]

$ 10,959

21,716

^[2]

19,905

^[2]

Long-lived assets, net of accumulated depreciation and amortization

1,942

^[5]

1,942

^[5]

2,015

^[6]

1,733

^[6]

Net assets

$ 12,291

$ 12,853

$ 12,498

[1]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[2]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[3]	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
[4]	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
[5]	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
[6]	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

SCHEDULE OF DISAGGREGATE REVENUE (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

$ 54,941

$ 105,002

$ 172,159

Revenues

54,941

^[1]

$ 35,541

^[1]

105,002

^[1]

$ 67,407

^[1]

172,159

^[2]

$ 140,056

^[2]

Transferred over Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

27,770

54,757

102,833

Transferred at Point in Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

27,171

50,245

69,326

Building Solutions Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

14,612

26,210

27,578

Building Solutions Segment [Member] | Transferred over Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

Building Solutions Segment [Member] | Transferred at Point in Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

14,612

26,210

27,578

Business Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

36,385

35,541

71,390

67,407

139,652

140,056

Revenues

35,541

67,407

Business Services Segment [Member] | Transferred over Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

25,375

25,535

49,678

48,655

99,386

103,098

Business Services Segment [Member] | Transferred at Point in Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

11,010

10,006

21,712

18,752

40,266

36,958

Energy Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

3,944

7,402

4,929

Energy Services Segment [Member] | Transferred over Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

2,395

5,079

3,447

Energy Services Segment [Member] | Transferred at Point in Time [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

1,549

2,323

1,482

Revenue From RPO Customers [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

17,079

33,903

68,379

Revenue From RPO Customers [Member] | Building Solutions Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

Revenue From RPO Customers [Member] | Business Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

17,079

17,428

33,903

33,170

68,379

67,993

Revenue From RPO Customers [Member] | Energy Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

Revenue From Contracting Customers [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

19,306

37,487

71,273

Revenue From Contracting Customers [Member] | Building Solutions Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

Revenue From Contracting Customers [Member] | Business Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

19,306

$ 18,113

37,487

$ 34,237

71,273

$ 72,063

Revenue From Contracting Customers [Member] | Energy Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

Revenue From Other Contracts With Customers [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

18,556

33,612

32,507

Revenue From Other Contracts With Customers [Member] | Building Solutions Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

14,612

26,210

27,578

Revenue From Other Contracts With Customers [Member] | Business Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

Revenue From Other Contracts With Customers [Member] | Energy Services Segment [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Revenues

$ 3,944

$ 7,402

$ 4,929

[1]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[2]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

VALUATION RESERVES (Tables)

12 Months Ended

Dec. 31, 2025

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

SCHEDULE OF VALUATION ALLOWANCE

The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2025 and 2024.

SCHEDULE OF VALUATION ALLOWANCE

	Balance at		Charged to					Balance at
	Beginning		Costs and		Deductions			End
(in thousands)	of Period		Expenses		and Other			of Period
Year Ended December 31, 2025
Allowance for Expected Credit Losses	$	391	$	103	$	(219	)	$	275
Deferred tax assets-valuation allowance	$	73,491	$	463	$	(6,417	)	$	67,537

Year Ended December 31, 2024
Allowance for Expected Credit Losses	$	378	$	24	$	(11	)	$	391
Deferred tax assets-valuation allowance	$	183,453	$	456	$	(110,418	)	$	73,491

ACQUISITIONS

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS

NOTE 5 - ACQUISITIONS

Star Operating Companies

On August 22, 2025, the Company completed its previously announced acquisition of SOC pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”). This resulted in a business combination pursuant to ASC 805, Business Combinations.

The terms of the Merger Agreement determined consideration for the purchase as follows: at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Company common stock and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC preferred stockholders received approximately 2,690,637 shares of Star Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement. The total consideration paid for SOC, which represents the fair value of the common and preferred stock, totaled approximately $32,174. Prior to the completion of the Merger Agreement, the Company determined that the Merger Agreement was in the best interests of the Company and for each of the Star and the SOC stockholders.

In accordance with ASC 805, Business Combinations, the Company accounted for this transaction as a business combination and recorded the acquired assets and assumed liabilities of SOC at their respective fair values as of the acquisition date. As of June 30, 2026, the purchase price allocation has been finalized, including the valuation of property and equipment, intangible assets, inventory, income taxes, and goodwill, among other items. The fair values of assets acquired and liabilities assumed were determined using valuation techniques consistent with ASC 820, Fair Value Measurement. These fair value measurements are considered nonrecurring and were determined as of the acquisition date. As noted in Note 2, Description of Business, SOC is reported as part of our Building Solutions, Energy Services, and Investments segments. The Company incurred transaction costs related to the SOC Acquisition of $1,600 that were expensed as part of “Office and general”.

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

	Fair Value
Assets Acquired:
Cash and cash equivalents	$	4,641
Restricted cash, current		597
Investments in equity securities		2,561
Accounts receivable		11,463
Inventories, net		9,101
Note receivable, current portion		269
Prepaid and other		1,246
Property and equipment, net		17,959
Operating lease right-of-use assets		8,608
Long term investments		953
Notes receivable, net of current portion		8,473
Restricted cash, non-current		1,729
Assets Acquired	$	67,600
Liabilities Assumed:
Current payables		3,203
Accrued salaries, commissions and benefits		2,165
Accrued expenses and other current liabilities		5,162
Short-term debt		6,042
Deferred revenue		3,609
Operating lease liabilities, current portion		228
Long-term debt, net of current portion		6,630
Operating lease liabilities, net of current portion		8,387
Liabilities Assumed	$	35,426

Fair value of consideration transferred	$	32,174

The Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2026, included revenue of $18,556 and $33,612, and net loss of $384 and $2,633, respectively, from SOC.

Pro-forma	2025		2025
	Three Months Ended June 30,		Six Months Ended June 30,
Pro-forma	2025		2025
Revenue	$	59,249	$	104,039
Gross profit	$	24,888	$	44,422
Net income (loss)	$	2,763	$	(169	)

Alpha Consulting Group Acquisition

There were no earn-out payment arrangements associated with the transaction. The ACG acquisition was accounted for as a business combination under the acquisition method of accounting. The total purchase price of $146 consisted of $200 paid in cash, net of cash acquired of $14, and a working capital adjustment of negative $68. The purchase price was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill. The Company incurred $11 of transaction costs related to the ACG Acquisition, which were expensed as part of “Office and general.”

The Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2026, included revenue of $243 and $471, and net loss of $68 and $151, respectively, from ACG.

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

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

Fair value of consideration transferred	$	146

NOTE 5 - ACQUISITIONS

Star Operating Companies

The terms of the Merger Agreement determined consideration for the purchase as follows: at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Company common stock and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC preferred stockholders received approximately 2,690,637 shares of Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement. The total consideration paid for SOC, which represents the fair value of the common and preferred stock, totaled approximately $32,174. Prior to the completion of the Merger Agreement, the Company determined that the Merger Agreement was in the best interests of the Company and for each of the Star and the SOC stockholders.

In accordance with ASC 805, Business Combinations, we accounted for this transaction as a business combination and recorded the acquired assets of SOC at their estimated fair value. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2025. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, inventory, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. The fair values of assets acquired and liabilities assumed were determined using valuation techniques consistent with ASC 820, Fair Value Measurement. These fair value measurements are considered nonrecurring and were determined as of the acquisition date. As noted in Note 2, Description of Business, SOC is reported as part of our Building Solutions, Energy Services, and Investments segments. The Company incurred transaction costs related to the SOC Acquisition of $1,600 that were expensed as part of “Office and general”.

During the measurement period, the Company recorded adjustments to the preliminary purchase price allocation related to additional information obtained about facts and circumstances that existed as of the acquisition date. These adjustments resulted in an increase to Accrued expenses and other current liabilities of $896 and a decrease to Inventory and Accounts receivable, net of $457 and $352, respectively. In addition, Notes receivable, net of current portion increased by $1,705 to reflect updated information obtained during the measurement period regarding the terms and estimated fair value of the contingent consideration associated with the Catalyst acquisition.

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

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

Related Party Considerations

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

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

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

Operating lease liabilities, net of current portion		8,387
Liabilities assumed	$	35,426

Fair value of consideration transferred	$	32,174

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

Unaudited Pro Forma Financial Information

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

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

Alpha Consulting Group Acquisition

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

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

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

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

Fair value of consideration transferred	$	146

- Definition

The entire disclosure for business combination.

+ References

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+ Details

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES (Details)	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Leases
Operating leases Weighted average remaining lease term (in years)	14 years 9 months 18 days	13 years 9 months 18 days	2 years 6 months
Finance leases Weighted average remaining lease term (in years)	7 months 6 days	10 months 24 days
Operating leases Weighted average discount rate	12.69%	12.80%	8.50%
Finance leases Weighted average discount rate	5.72%	5.76%

Submission	Oct. 19, 2026
Submission [Line Items]
Central Index Key	0001210708
Registrant Name	Star Equity Holdings, Inc.
Form Type	S-4
Submission Type	S-4
Fee Exhibit Type	EX-FILING FEES

STOCKHOLDER RIGHTS PLAN (Details Narrative) - $ / shares	Oct. 15, 2018	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Common stock, par value		$ 0.001	$ 0.001	$ 0.001
Warrants and rights, preferred stock to common stock conversion, treatment	1
Number of days after public announcement of acquiring person	10 days
Number of days after public announcement of offer is completed by acquiring person	10 days
Market value multiplier of purchase price	2
Class of warrant or right, redemption price	$ 0.001
Minimum [Member]
Ownership percentage, common stock, without approval of board	4.99%
Series B Preferred Stock [Member]
Common stock, par value	$ 3.50

SUPPLEMENTARY BALANCE SHEET INFORMATION (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SCHEDULE OF INVENTORY

The components of inventories are as follows:

SCHEDULE OF INVENTORY

	June 30, 2026		December 31, 2025
Raw materials	$	4,061	$	4,122
Work-in-process		450		536
Finished goods		2,443		2,330
Total inventories, net	$	6,954		6,988

The components of inventories are as follows:

SCHEDULE OF INVENTORY

	December 31, 2025
Raw materials	$	4,122
Work-in-process		536
Finished goods		2,330
Total inventories, net	$	6,988

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2026			December 31, 2025
Land	$	795		$	1,134
Buildings and leasehold improvements		7,117			9,070
Transportation		2,217			2,023
Machinery and equipment		14,101			12,750
Gross property and equipment		24,230			24,977
Accumulated depreciation		(7,632	)		(6,367	)
Total property and equipment, net	$	16,598		$	18,610

Property and equipment consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2025

Land	$	1,134
Buildings and leasehold improvements		9,070
Transportation		2,023
Machinery and equipment		12,750
Gross property and equipment		24,977
Accumulated depreciation		(6,367	)
Total property and equipment, net	$	18,610

SCHEDULE OF NOTES RECEIVABLE

Notes receivable consists of the following principal and interest balances as of June 30, 2026 and December 31, 2025:

SCHEDULE OF NOTES RECEIVABLE

	June 30, 2026			December 31, 2025
	Principal and interest			Principal and interest
Catalyst Note	$	8,725		$	8,257
MDOS Note		447			596
KBS Customer Note		12			32
Total note receivable		9,184			8,885
Less current portion		(236	)		(256	)
Note receivable, net of current portion	$	8,948		$	8,629

Notes receivable consists of the following principal and interest balances as of December 31, 2025:

SCHEDULE OF NOTES RECEIVABLE

	December 31, 2025
	Principal and interest
Catalyst Note	$	8,257
MDOS Note		596
KBS Customer Note		32
Total note receivable		8,885
Less current portion		256
Note receivable, net of current portion	$	8,629

SCHEDULE OF LONG TERM INVESTMENTS

Below are the components of our Long Term Investments as of June 30, 2026:

SCHEDULE OF LONG TERM INVESTMENTS

	Method of Accounting	June 30, 2026		December 31, 2025
Investment in Catalyst	Cost Method	$	953	$	953
Total		$	953	$	953

Below are the components of our Long Term Investments as of December 31, 2025:

SCHEDULE OF LONG TERM INVESTMENTS

	Method of Accounting	December 31, 2025
Investment in Catalyst	Cost Method	$	953
Total		$	953

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES

As of December 31, 2025 and 2024, the Company’s accrued expenses and other current liabilities consisted of the following:

	2025		2024
	December 31,
	2025		2024
Sales, use, payroll taxes and income taxes	$	2,927	$	2,596
Fees for professional services		1,931		882
Other accruals		2,049		897
Total accrued expenses and other current liabilities	$	6,907	$	4,375

ACCOUNTS RECEIVABLE, NET

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Credit Loss [Abstract]

ACCOUNTS RECEIVABLE, NET

NOTE 8 - ACCOUNTS RECEIVABLE, NET

Within our Building Solutions and Energy Services segments, accounts receivable consist principally of trade receivables from customers. These are recorded at the invoiced amount and are generally unsecured and due within 30 days. Trade receivables do not bear interest. We use an expected loss methodology. This methodology includes information about past events, current economic conditions and reasonable and supportable forecasts that impact the collectability of the reported amounts of the receivables over their lifetime. Within the Current Expected Credit Losses (“CECL”) guidelines, we utilize a “probability of default” methodology to determine expected credit losses under the CECL model. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. Our “probability of default” methodology principally entails evaluating the collectability of our trade receivables and providing reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. Within our Business Services segment, accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates.

Our estimates of collectability could be impacted by material amounts due to changed circumstances, such as a higher number of defaults or material adverse changes in a payor’s ability to meet its obligations. Expected credit losses related to trade accounts receivable are recorded as an allowance for doubtful accounts within accounts receivable, net in the Condensed Consolidated Balance Sheets, and the related provision for doubtful accounts is charged to office and general expenses. We do not have any off-balance sheet credit exposure related to our customers.

Unbilled receivables of $4,042 and $6,960 as of June 30, 2026 and December 31, 2025, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:

	June 30,			December 31,
Accounts Receivable:	2026			2025
Billed receivables	$	31,187		$	28,535
Unbilled receivables		4,042			6,960
Accounts Receivable, Gross		35,229			35,495
Allowance for expected credit losses		(289	)		(275	)
Accounts Receivable, Net	$	34,940		$	35,220

The following table summarizes the total provision for expected credit losses and write-offs:

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Beginning balance	$	310		$	227		$	275		$	391
Provision for expected credit losses		158			13			209			19
Write-offs		(179	)		(35	)		(195	)		(205	)
Ending Balance	$	289		$	205		$	289		$	205

NOTE 8 - ACCOUNTS RECEIVABLE, NET

Accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $6,960 and $5,925 as of December 31, 2025 and 2024, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.

The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer’s credit quality, and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality. Consistent with our adoption of ASU 2016-13, effective January 1, 2023 (refer to Note 2 - Summary of Significant Accounting Policies), the allowance for expected credit losses is determined based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends.

The following table summarizes the components of “Accounts receivable, net” as presented on the Consolidated Balance Sheets:


	As of December 31,
Accounts Receivable:	2025			2024
Billed receivables	$	28,535		$	14,559
Unbilled receivables		6,960			5,925
Accounts Receivable, Gross	$	35,495		$	20,484
Allowance for expected credit losses		(275	)		(391	)
Accounts Receivable, Net	$	35,220		$	20,093

The following table summarizes the total provision for expected credit losses and write-offs:


	For The Year Ended December 31,
	2025			2024
Beginning balance	$	391		$	378
Provision for expected credit losses		103			24
Write-offs and other		(317	)		(11	)
Allowance for expected credit losses, assumed from the acquisition of Star Operating Companies		98			-
Ending Balance	$	275		$	391

DEBT (Details Narrative) $ in Thousands							3 Months Ended		6 Months Ended		12 Months Ended
DEBT (Details Narrative) $ in Thousands	Mar. 03, 2025 USD ($)	May 17, 2024 USD ($)	Apr. 24, 2024 USD ($)	Oct. 31, 2023 USD ($)	Aug. 16, 2023 USD ($)	Apr. 08, 2019 USD ($) Integer	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Jun. 28, 2024 USD ($)
Short-Term Debt [Line Items]
Short-term debt							$ 8,962		$ 8,962		$ 8,473
Restricted cash non-current							551		551		1,322	180
Long-term debt net of current portion							5,123		5,123		6,056
Revolving Credit Facility [Member] \| Line of Credit [Member]
Short-Term Debt [Line Items]
Short-term debt							7,048		7,048		6,559
Austin Loan Agreement [Member] \| Revolving Credit Facility [Member] \| Line of Credit [Member]
Short-Term Debt [Line Items]
Short-term debt							1,457		1,457		1,205
Premier Loan Agreement [Member] \| Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit facility maximum borrowing capacity					$ 6,000
Borrowing capacity							2,397		2,397		1,813
Restricted cash							600		600		600
Premier Loan Agreement [Member] \| Revolving Credit Facility [Member] \| Line of Credit [Member]
Short-Term Debt [Line Items]
Debt instrument, basis spread on variable rate percentage					0.50%
Debt service coverage ratio					1.25
Debt to equity ratio					1.65
Fixed charge coverage ratio					1.10
Working capital					$ 2,000
Current ratio					1.50
Short-term debt							3,439		3,439		3,969
Premier Loan Agreement [Member] \| Revolving Credit Facility [Member] \| Line of Credit [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument, basis spread on variable rate percentage					6.75%
Keybank Loan Agreement [Member] \| Revolving Credit Facility [Member] \| Line of Credit [Member]
Short-Term Debt [Line Items]
Short-term debt							682		682
Term Loan Secured By Mortgage [Member] \| Secured Debt [Member] \| Subsidiaries [Member]
Short-Term Debt [Line Items]
Interest percentage													7.50%
Bridgewater Facility [Member]
Short-Term Debt [Line Items]
Restricted cash non-current		$ 1,000									500
Bridgewater Facility [Member] \| Secured Debt [Member]
Short-Term Debt [Line Items]
Debt instrument face amount		$ 7,000
Debt instrument, basis spread on variable rate percentage		7.85%
Cash flow to fixed charge coverage ratio		1.30
Senior funded debt to adjusted EBITDA ratio		3.00
Total funded debt to adjusted EBITDA ratio		4.00
NAB Facility Agreement [Member \| Line of Credit [Member]
Short-Term Debt [Line Items]
Line of credit facility maximum borrowing capacity						$ 4,000
Debt instrument, basis spread on variable rate percentage						1.60%
Debt instrument, termination of debt notice days						90 days
Long-term debt net of current portion							1,470		1,470		0
Interest expense							$ 35	$ 4	$ 64	$ 8	$ 32	$ 17
Number of times EBITDA must be paid \| Integer						2
Tangible assets, minimum						$ 2,500
Tangible net worth minimum percentage							25.00%		25.00%		25.00%
HSBC Facility Agreement [Member] \| Line of Credit [Member]
Short-Term Debt [Line Items]
Line of credit facility maximum borrowing capacity				$ 1,000
Debt instrument, basis spread on variable rate percentage				3.50%
Line of credit facility maximum borrowing capacity				60 days
Alliance Drilling Tools, LLC (ADT) [Member] \| Austin Loan Agreement [Member]
Short-Term Debt [Line Items]
Line of credit facility maximum borrowing capacity	$ 3,000
Alliance Drilling Tools, LLC (ADT) [Member] \| Austin Loan Agreement [Member] \| Secured Debt [Member]
Short-Term Debt [Line Items]
Debt instrument face amount	$ 800										$ 638
Debt instrument, basis spread on variable rate percentage	1.75%
Debt instrument monthly payment	$ 13
KBS Builders Inc. KBS [Member] \| Keybank Loan Agreement [Member]
Short-Term Debt [Line Items]
Line of credit facility maximum borrowing capacity			$ 4,000
Debt instrument, basis spread on variable rate percentage			3.00%
Additional borrowing availability							$ 3,318		$ 3,318
KBS Builders Inc. KBS [Member] \| Keybank Loan Agreement [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Operating cash flow to total fixed charges ratio			1.25
106 Bremer LLC [Member] \| Subsidiaries [Member]
Short-Term Debt [Line Items]
Sale of real estate consideration													$ 3,000
106 Bremer LLC [Member] \| Term Loan Secured By Mortgage [Member] \| Secured Debt [Member] \| Subsidiaries [Member]
Short-Term Debt [Line Items]
Interest percentage													7.50%

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss, net of tax, consisted of the following:

	2025			2024
	December 31,
	2025			2024
Foreign currency translation adjustments	$	(1,364	)	$	(2,717	)
Accumulated other comprehensive loss	$	(1,364	)	$	(2,717	)

FAIR VALUE MEASUREMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 12 - FAIR VALUE MEASUREMENTS

The Financial Accounting Standards Board’s authoritative guidance for fair value measurements establishes a three-level hierarchy based upon the inputs to the valuation model of an asset or liability. Assets and liabilities presented at fair value in our Condensed Consolidated Balance Sheets are generally categorized as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Such assets and liabilities may have values determined using pricing models, discounted cash flow methodologies, or similar techniques, and include instruments for which the determination of fair value requires significant management judgment or estimation.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy our assets and liabilities that were recorded at fair value as of June 30, 2026:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	Level 1		Level 2		Level 3		Total
	Fair Value as of June 30, 2026
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Equity securities	$	4,262	$	-	$	-	$	4,262
Total	$	4,262	$	-	$	-	$	4,262

	Level 1		Level 2		Level 3		Total
	Fair Value as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Equity securities	$	3,767	$	-	$	-	$	3,767
Total	$	3,767	$	-	$	-	$	3,767

	2025
Acquisition value at August 22, 2025	$	201
Net reductions (payments)		(201	)
Balance as at December 31, 2025	$	-

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain assets acquired and liabilities assumed in connection with the SOC acquisition were measured at fair value on a nonrecurring basis as of the acquisition date.

Additional information regarding the valuation methodologies and assumptions used in determining these fair values is included in Note 5 - Acquisitions, which presents the allocation of purchase consideration and related fair value measurements required under ASC 805, Business Combinations.

No other assets or liabilities were measured at fair value on a nonrecurring basis during the period.

Equity Securities

The investment in equity securities consists of common stock of publicly traded companies. The fair value of these securities is based on the closing prices observed on June 30, 2026, and is recorded in “Investments in equity securities” in the Condensed Consolidated Balance Sheets.

	2026			2026
	Three Months Ended June 30,			Six Months Ended June 30,
	2026			2026
Unrealized loss on equity securities	$	(668	)	$	(945	)
Unrealized gain on equity securities		314			569
Realized gain on equity securities		316			496
Total (loss) gain on equity securities	$	(38	)	$	120

Lumber Derivative Contracts

We may enter into lumber derivative contracts in order to protect our gross profit margins from fluctuations caused by lumber price volatility. Such contracts, which are generally entered into to protect the gross margins on our wall panel contracts at EdgeBuilder and Glenbrook Building Supply, Inc. (“Glenbrook” and referred to jointly with EdgeBuilder as “EBGL”), are recorded within current assets or liabilities in the Condensed Consolidated Balance Sheets. As of June 30, 2026, we did not have any lumber derivatives contracts open.

Gains and losses from lumber derivative contracts are recorded in the cost of revenues in the Condensed Consolidated Statements of Operations. There were no unrealized or realized gains or losses on lumber derivatives for the three and six months ended June 30, 2026.

NOTE 12 - FAIR VALUE MEASUREMENTS

The Financial Accounting Standards Board’s authoritative guidance for fair value measurements establishes a three-level hierarchy based upon the inputs to the valuation model of an asset or liability. Assets and liabilities presented at fair value in our Consolidated Balance Sheets are generally categorized as follows:

Level 1:Quoted prices in active markets for identical assets or liabilities.

Level 2:Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3:Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Such assets and liabilities may have values determined using pricing models, discounted cash flow methodologies, or similar techniques, and include instruments for which the determination of fair value requires significant management judgment or estimation.

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	Fair Value as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets (Liabilities):
Equity securities	$	3,767	$	-	$	-	$	3,767
Total	$	3,767	$	-	$	-	$	3,767

	2025
Acquisition value at August 22, 2025	$	201
Net reductions (payments)		(201	)
Balance as at December 31, 2025	$	-

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain assets acquired and liabilities assumed in connection with the SOC acquisition were measured at fair value on a nonrecurring basis as of the acquisition date.

No other assets or liabilities were measured at fair value on a nonrecurring basis during the period

Equity Securities

The investment in equity securities consists of common stock of publicly traded companies. The fair value of these securities is based on the closing prices observed on December 31, 2025, and is recorded in “Investments in equity securities” in the Consolidated Balance Sheet.

	Year Ended December 31,
	2025
Unrealized loss on equity securities	$	(390	)
Unrealized gain on equity securities		241
Realized gain on equity securities		11
Total loss on equity securities	$	(138	)

Lumber Derivative Contracts

We may enter into lumber derivative contracts in order to protect our gross profit margins from fluctuations caused by lumber price volatility. Such contracts, which are generally entered into to protect the gross margins on our wall panel contracts at EdgeBuilder and Glenbrook Building Supply, Inc. (“Glenbrook” and referred to jointly with EdgeBuilder as “EBGL”), are recorded within current assets or liabilities in the Consolidated Balance Sheets. As of December 31, 2025, we did not have any lumber derivatives contracts open.

Gains and losses from lumber derivative contracts are recorded in the cost of revenues in the Consolidated Statements of Operations and included the following for the period ended December 31, 2025:

	Year Ended December 31,
	2025

Realized loss on lumber derivatives	$	(68	)
Total loss on lumber derivatives	$	(68	)

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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+ Details

ACCOUNTS RECEIVABLE, NET (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Credit Loss [Abstract]

SCHEDULE OF ACCOUNTS RECEIVABLE, NET AND TOTAL PROVISION FOR EXPECTED CREDIT LOSSES AND WRITE-OFFS

The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:

	June 30,			December 31,
Accounts Receivable:	2026			2025
Billed receivables	$	31,187		$	28,535
Unbilled receivables		4,042			6,960
Accounts Receivable, Gross		35,229			35,495
Allowance for expected credit losses		(289	)		(275	)
Accounts Receivable, Net	$	34,940		$	35,220

The following table summarizes the total provision for expected credit losses and write-offs:

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Beginning balance	$	310		$	227		$	275		$	391
Provision for expected credit losses		158			13			209			19
Write-offs		(179	)		(35	)		(195	)		(205	)
Ending Balance	$	289		$	205		$	289		$	205

The following table summarizes the components of “Accounts receivable, net” as presented on the Consolidated Balance Sheets:


	As of December 31,
Accounts Receivable:	2025			2024
Billed receivables	$	28,535		$	14,559
Unbilled receivables		6,960			5,925
Accounts Receivable, Gross	$	35,495		$	20,484
Allowance for expected credit losses		(275	)		(391	)
Accounts Receivable, Net	$	35,220		$	20,093

The following table summarizes the total provision for expected credit losses and write-offs:


	For The Year Ended December 31,
	2025			2024
Beginning balance	$	391		$	378
Provision for expected credit losses		103			24
Write-offs and other		(317	)		(11	)
Allowance for expected credit losses, assumed from the acquisition of Star Operating Companies		98			-
Ending Balance	$	275		$	391

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Equity [Abstract]
Foreign currency translation adjustments		$ (1,364)	$ (2,717)
Accumulated other comprehensive loss	$ (1,528)	$ (1,364)	$ (2,717)

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References

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+ Details

SCHEDULE OF RESTICTED CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Cash and cash equivalents	$ 6,834	$ 10,269		$ 17,011
Restricted cash, current	1,540	1,819		476
Restricted cash, non-current	551	1,322		180
Total cash, cash equivalents, and restricted cash	$ 8,925	$ 13,410	$ 17,523	$ 17,667	$ 23,170

LEASES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

The components of lease expense are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	2026		2025		2026		2025
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Operating lease cost	$	796	$	291	$	1,508	$	575

Finance lease cost:
Amortization of finance lease assets	$	9	$	-	$	19	$	-
Interest on finance lease liabilities		-		-		-		-
Total finance lease cost	$	9	$	-	$	19	$	-

The components of lease expense are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE


	Year Ended December 31,
	2025		2024
Operating lease cost	$	1,531	$	1,303
Finance lease cost:
Amortization of finance lease assets	$	19	$	-
Interest on finance lease liabilities
Total finance lease cost	$	19	$	-

SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASE

Supplemental cash flow information related to leases was as follows:

	2026		2025
	Six months Ended June 30,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,077	$	402
Financing cash flows from finance leases	$	9		N/A

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2,494	$	361

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,144	$	809
Financing cash flows from finance leases	$	8		N/A

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	3,112	$	416

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES

Supplemental balance sheet information related to leases was as follows:

	June 30, 2026			December 31, 2025
Weighted average remaining lease term (in years)
Operating leases		14.8			13.8
Finance leases		0.6			0.9

Weighted average discount rate
Operating leases		12.69	%		12.80	%
Finance leases		5.72	%		5.76	%

Supplemental balance sheet information related to leases was as follows:

	December 31, 2025			December 31, 2024
Weighted average remaining lease term (in years)
Operating leases		13.8			2.5
Finance leases		0.9			N/A

Weighted average discount rate
Operating leases		12.80	%		8.50	%
Finance leases		5.76	%		N/A

SCHEDULE OF OPERATING LEASE

We are committed to making future cash payments on non-cancelable operating leases and finance leases (including interest). The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of June 30, 2026 were as follows:

SCHEDULE OF OPERATING LEASE

	Operating Leases			Finance Leases
2026 (for the remainder of the year)	$	1,271		$	6
2027		2,348			1
2028		2,095			-
2029		2,107			-
2030		1,922			-
2031 and thereafter		24,814			-
Total future minimum lease payments		34,557			7
Less amounts representing interest		(20,452	)		-
Present value of lease obligations	$	14,105		$	7

SCHEDULE OF OPERATING LEASE

		Operating Leases			Finance Leases
2026 (for the remainder of the year)	$	1,271		$	6
2026	$	2,041		$	16
2027		2,058			2
2028		1,797			-
2029		1,799			-
2030 and thereafter		20,296			-
Total future minimum lease payments		27,991			18
Less amounts representing interest		(16,118	)		(1	)
Present value of lease obligations	$	11,873		$	17

SCHEDULE OF OPERATING LEASE (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Leases
Operating Leases, 2026 (for the remainder of the year)	$ 1,271
Finance Leases, 2026 (for the remainder of the year)	6
Operating Leases, year one	2,348	$ 2,041
Finance Leases, year one	1	16
Operating Leases, year two	2,095	2,058
Finance Leases, year two		2
Operating Leases, year three	2,107	1,797
Finance Leases, year three
Operating Leases, year four	1,922	1,799
Finance Leases, year four
Operating Leases, year five and thereafter	24,814	20,296
Finance Leases, year five and thereafter
Operating Leases, Total future minimum lease payments	34,557	27,991
Finance Leases, Total future minimum lease payments	7	18
Operating Leases, Less amounts representing interest	(20,452)	(16,118)
Finance Leases, Less amounts representing interest		(1)
Operating Leases, Present value of lease obligations	14,105	11,873
Finance Leases, Present value of lease obligations	$ 7	$ 17

DEBT

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

DEBT

NOTE 9 - DEBT

A summary of debt outstanding as of June 30, 2026 and December 31, 2025 is as follows:

SCHEDULE OF DEBT OUTSTANDING

	Amount		Weighted-Average Interest Rate			Amount		Weighted-Average Interest Rate
	June 30, 2026					December 31, 2025
	Amount		Weighted-Average Interest Rate			Amount		Weighted-Average Interest Rate
Revolving Credit Facility - KeyBank KBS	$	682		6.68	%	$	-		-%
Revolving Credit Facility - Premier EBGL		3,439		7.25	%		3,969		7.25	%
Revolving Credit Facility - Austin ADT		1,457		9.25	%		1,205		9.25	%
Revolving Credit Facility - NAB		1,470		7.86	%		1,385		7.36	%
Total Short-term Revolving Credit Facilities		7,048		7.74	%		6,559		7.64	%

Austin - ADT Term Loan		160		9.25	%		160		9.25	%
Term Loan Secured by Mortgage		354		7.50	%		354		7.50	%
Bridgewater - TT Term Loan		1,400		7.85	%		1,400		7.85	%
Total Short-term Debt		8,962		7.77	%		8,473		7.70	%

Austin - ADT Term Loan, net of current portion		280		9.25	%		359		9.25	%
Term Loan Secured by Mortgage, net of current portion		2,166		7.50	%		2,320		7.50	%
Bridgewater - TT Term Loan, net of current portion		2,677		7.85	%		3,377		7.85	%
Long Term Debt, net of current portion		5,123		7.78	%		6,056		7.80	%

Total Debt	$	14,085		7.77	%	$	14,529		7.74	%

Austin Loan Agreement

On March 3, 2025, ADT entered into a Loan and Security Agreement (the “Austin Loan Agreement”) with Austin Financial Services, Inc. (“Austin” or “AFS”) providing ADT with a working capital line of credit of up to $3,000 and a term loan originally proposed of up to $800, subject to the conditions and procedures set forth in the Austin Loan Agreement. Availability under the Austin Loan Agreement is based on a formula tied to ADT’s eligible accounts receivable, inventory, and equipment, and borrowings bear interest at the prime rate plus 1.75%, with interest payable monthly and the outstanding principal balance payable March 3, 2028 (the “Maturity Date”). Based on AFS’s appraisal of ADT’s machinery and equipment, AFS reduced the term loan commitment to $638. The Austin Loan Agreement also provides for certain fees payable to Austin during its term. The term loan payment is approximately $13 per month. The loan is secured by substantially all of the assets of ADT and is subject to certain covenants. Under the terms of the AFS loan agreement, the Company is required to provide various financial and collateral reports to the lender on a regular basis. These reports include weekly availability and cash activity summaries, monthly accounts receivable and accounts payable agings, inventory reports, balance sheets, and income statements, as well as annual financial statements reviewed by an independent CPA, if requested. The Company must also provide any additional financial or operational information upon the lender’s request.

There are no specific financial covenants related to ratios, thresholds, or performance metrics under the AFS facility. However, failure to timely submit the required financial reports constitutes an event of default under the loan agreement.

Premier Facility

On August 16, 2023, EdgeBuilder and Glenbrook (referred to herein as the “EBGL Borrowers”), entered into a Revolving Credit Loan Agreement with Premier Bank (“Premier”), which was subsequently amended on December 5, 2023 to provide the EBGL Borrowers with a working capital line of credit of up to $6,000 (the “Premier Loan Agreement”). Availability under the Premier Loan Agreement is based on a formula tied to the EBGL Borrowers’ eligible accounts receivable, inventory, and equipment. Borrowings under the Premier Loan Agreement bear interest at the prime rate plus 0.50% (and a minimum interest rate of 6.75%), with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Premier Loan Agreement. The Premier Loan Agreement also provides for certain fees payable to Premier during its term. The initial term of the Premier Loan Agreement expired on December 5, 2024 but may be extended from time to time at the request of the EBGL Borrowers, subject to approval by Premier. The term of the Premier Loan Agreement has been extended to December 5, 2026. The EBGL Borrowers’ obligations under the Premier Loan Agreement are guaranteed by the Company and secured by all of their inventory, equipment, accounts receivable, and other intangibles. As of June 30, 2026, availability under the Premier Loan Agreement was approximately $2,397. Premier holds $600 of restricted cash associated with the Premier Facility.

Financial covenants associated with the Premier Loan Agreement require that at the end of each calendar year the EBGL Borrowers maintain (a) a debt service coverage ratio for any calendar year of greater than 1.25; (b) a debt-to-equity ratio of less than 1.65; (c) a fixed charge coverage ratio of greater than 1.10; (d) working capital of at least $2 million; and (e) a current ratio of at least 1.50. As of December 31, 2025, the EBGL Borrowers were in compliance with the Premier Loan Agreement covenants.

KeyBank Facility

On April 24, 2024, KBS entered into a Loan and Security Agreement (the “KeyBank Loan Agreement”) with KeyBank National Association (“KeyBank”) providing KBS with a working capital line of credit of up to $4.0 million, subject to the conditions and procedures set forth in the KeyBank Loan Agreement. All borrowings under the KeyBank Loan Agreement bear interest at the Adjusted Daily SOFR Rate (as defined in the KeyBank Loan Agreement) plus 3%, with interest payable monthly and the outstanding principal balance payable on April 30, 2025 (the “Maturity Date”). The KeyBank Loan Agreement expires on the Maturity Date but may be extended from time to time at the request of KBS, subject to approval by KeyBank. SOC signed an extension on July 29, 2025 extending the Maturity Date to July 29, 2026. The Company signed a further extension on July 31, 2026 extending the Maturity Date to October 27, 2026. The KeyBank Loan Agreement also provides for certain fees payable to KeyBank. KBS’ obligations under the KeyBank Loan Agreement are guaranteed by SOC and secured by all of KBS’ inventory, equipment, accounts and other intangibles, if applicable, and all proceeds of the foregoing. Simultaneous with the execution of the KeyBank Loan Agreement, SOC entered into that certain Guaranty, dated April 24, 2024 (the “Guaranty”), pursuant to which SOC agreed to guarantee all amounts borrowed by KBS under the KeyBank Loan Agreement.

The KeyBank Loan Agreement requires that KBS maintain a ratio of its Operating Cash Flow to its Total Fixed Charges of at least 1.25 to 1.00, measured quarterly (the “FCCR Covenant”). KBS did not meet the FCCR Covenant as of June 30, 2026. The Company has requested a waiver from KeyBank. Amounts outstanding under the KeyBank Loan Agreement are classified as current liabilities in the condensed consolidated balance sheets. The availability under the line of credit was $3,318 as of June 30, 2026.

Term Loan Secured by Mortgage

On June 28, 2024, in connection with SOC’s acquisition of substantially all of the assets used in the business of Timber Technologies, Inc. which closed on May 17, 2024, Timber Properties, LLC (“Timber Properties”), an affiliate of the Seller, sold to 106 Bremer, LLC, a wholly owned subsidiary of the Company (“106 Bremer”), all of Timber Properties’ Owned Real Property pursuant to a Real Estate Sales Agreement for $3,000 plus closing costs.

In connection with the purchase of the Owned Real Property, on June 28, 2024, 106 Bremer issued a Promissory Note in the principal amount of $3,000 (the “TT Property Note”) secured by a Mortgage (the “TT Property Mortgage”) on the Owned Real Property to Timber Properties. All borrowings under the TT Property Note bear interest at 7.50%, with interest payable quarterly and the outstanding principal balance payable on June 29, 2034.

Bridgewater Facility

In connection with the completion of the TT Acquisition, on May 17, 2024, Timber Technologies Solutions, Inc., a wholly owned subsidiary of SOC, (the “Borrower”), entered into a Loan Agreement (the “Bridgewater Loan Agreement”) with Bridgewater Bank (“Bridgewater”) and issued a Term Promissory Note to Bridgewater in the amount of $7,000 thereunder (the “Facility”). All borrowings under the Facility bear interest at 7.85%, with interest payable monthly and the outstanding principal balance payable on May 20, 2029 (the “Maturity Date”). The Bridgewater Loan Agreement also provides for certain fees payable to Bridgewater during its term. The Borrower’s obligations under the Facility are guaranteed by the Company and secured by all of the Borrower’s inventory, equipment, accounts receivable, and other intangibles.

In connection with the Bridgewater Loan agreement, an amount of $1,000 was required to be deposited with Bridgewater and be under the sole dominion and control of Bridgewater, and SOC shall not have any control over the use of, or any right to withdraw any amount of the restricted deposit. In the event that SOC maintains compliance with all of the financial covenants set forth in the Bridgewater Loan Agreement for four consecutive measurement dates, Bridgewater shall release a portion of the deposit. As of June 30, 2026, Bridgewater has released $500. The remaining $500 deposit is recorded in Restricted cash, non current in the Condensed Consolidated Balance Sheets.

Financial covenants require that TT maintain (i) a ratio of Cash Flow to Total Fixed Charges of not less than 1.30 to 1.00 as measured on each applicable Measurement Date on a trailing twelve (12) month basis; (ii) maintain a ratio of Senior Funded Debt to trailing twelve (12) month Adjusted EBITDA not to exceed 3.00 to 1.00 as measured on each applicable Measurement Date for a Measurement Period; (iii) maintain a ratio of Total Funded Debt to trailing twelve (12) month Adjusted EBITDA not to exceed 4.00 to 1.00 as measured on each applicable Measurement Date for a Measurement Period. TT was in compliance with its covenants as of June 30, 2026.

Invoice Finance Credit Facility

On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of June 30, 2026, there was $1,470 outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $35 and $64 for the three and six months ended June 30, 2026, and $4 and $8 for the three and six months ended June 30, 2025, respectively.

The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of June 30, 2026.

Amounts borrowed from the NAB Facility may be large, contain short maturities and have quick turnovers. Amounts borrowed and repaid are presented on a net basis on the Condensed Consolidated Statements of Cash Flows.

NOTE 9 – DEBT

A summary of debt outstanding as of December 31, 2025 is as follows:

SCHEDULE OF DEBT OUTSTANDING


	December 31, 2025
	Amount		Weighted-Average Interest Rate

Revolving Credit Facility - Premier EBGL	$	3,969		7.25	%
Revolving Credit Facility - Austin ADT		1,205		9.25	%
Revolving Credit Facility - NAB		1,385		7.36	%
Total Short-term Revolving Credit Facilities		6,559		7.64	%

Austin - ADT Term Loan		160		9.25	%
Term Loan Secured by Mortgage		354		7.50	%
Bridgewater - TT Term Loan		1,400		7.85	%
Total Short-term Debt		8,473		7.70	%

Austin - ADT Term Loan, net of current portion		359		9.25	%
Term Loan Secured by Mortgage, net of current portion		2,320		7.50	%
Bridgewater - TT Term Loan, net of current portion		3,377		7.85	%
Long Term Debt, net of current portion		6,056		7.80	%

Total Debt	$	14,529		7.74	%

Austin Loan Agreement

On March 3, 2025, ADT entered into a Loan and Security Agreement (the “Austin Loan Agreement”) with Austin Financial Services, Inc. (“Austin” or “AFS”) providing ADT with a working capital line of credit of up to $3,000 and a term loan originally proposed of up to $800, subject to the conditions and procedures set forth in the Austin Loan Agreement. Availability under the Austin Loan Agreement is based on a formula tied to ADT’s eligible accounts receivable, inventory, and equipment, and borrowings bear interest at the prime rate plus 1.75%, with interest payable monthly and the outstanding principal balance payable March 3, 2028 (the “Maturity Date”). Based on AFS’s appraisal of ADT’s machinery and equipment, AFS reduced the term loan commitment to $638. The Austin Loan Agreement also provides for certain fees payable to Austin during its term. The term loan payment is approximately $13 per month. The loan is secured by substantially all of the assets of ADT and is subject to certain covenants. Under the terms of the AFS loan agreement, ADT is required to provide various financial and collateral reports to the lender on a regular basis. These reports include weekly availability and cash activity summaries, monthly accounts receivable and accounts payable aging, inventory reports, balance sheets, and income statements, as well as annual financial statements reviewed by an independent CPA, if requested. ADT must also provide any additional financial or operational information upon the lender’s request.

Premier Facility

On August 16, 2023, EdgeBuilder and Glenbrook (referred to herein as the “EBGL Borrowers”), entered into a Revolving Credit Loan Agreement with Premier Bank (“Premier”), which was subsequently amended on December 5, 2023 to provide the EBGL Borrowers with a working capital line of credit of up to $6,000 (the “Premier Loan Agreement”). Availability under the Premier Loan Agreement is based on a formula tied to the EBGL Borrowers’ eligible accounts receivable, inventory, and equipment. Borrowings under the Premier Loan Agreement bear interest at the Wall Street Journal Prime rate plus 0.50% (and a minimum interest rate of 6.75%), with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Premier Loan Agreement. The Premier Loan Agreement also provides for certain fees payable to Premier during its term. The initial term of the Premier Loan Agreement expired on December 05, 2024 but may be extended from time to time at the request of the EBGL Borrowers, subject to approval by Premier. The term of the Premier Loan Agreement has been extended to December 05, 2026. The EBGL Borrowers’ obligations under the Premier Loan Agreement are guaranteed by the Company and secured by all of their inventory, equipment, accounts receivable, and other intangibles. As of December 31, 2025, availability under the Premier Loan Agreement was approximately $1,813. Premier holds $600 of the Company’s restricted cash associated with the Premier Facility.

Financial covenants associated with the Premier Loan Agreement require that the EBGL Borrowers annually maintain (a) a debt service coverage ratio for any calendar year of greater than 1.25; (b) a debt-to-equity ratio at the end of each calendar year less than 1.65; (c) a fixed charge coverage ratio at the end of each calendar year of greater than 1.10; (d) working capital of at least $2 million; and (e) a current ratio of at least 1.50. As of December 31, 2025 the EBGL Borrowers were in compliance with all Premier Loan Agreement covenants except the debt-to-equity covenant, which was impacted by the August 22, 2025 Merger Agreement.

KeyBank Facility

On April 24, 2024, KBS entered into a Loan and Security Agreement (the “KeyBank Loan Agreement”) with KeyBank National Association (“KeyBank”) providing KBS with a working capital line of credit of up to $4.0 million, subject to the conditions and procedures set forth in the KeyBank Loan Agreement. All borrowings under the KeyBank Loan Agreement bear interest at the Adjusted Daily SOFR Rate (as defined in the KeyBank Loan Agreement) plus 3%, with interest payable monthly and the outstanding principal balance payable on April 30, 2025 (the “Maturity Date”). The KeyBank Loan Agreement expires on the Maturity Date but may be extended from time to time at the request of KBS, subject to approval by KeyBank. SOC signed an extension on July 29, 2025 extending the Maturity Date to July 29, 2026. The KeyBank Loan Agreement also provides for certain fees payable to KeyBank. KBS’ obligations under the KeyBank Loan Agreement are guaranteed by SOC and secured by all of KBS’ inventory, equipment, accounts and other intangibles, if applicable, and all proceeds of the foregoing. Simultaneous with the execution of the KeyBank Loan Agreement, SOC entered into that certain Guaranty, dated April 24, 2024 (the “Guaranty”), pursuant to which SOC agreed to guarantee all amounts borrowed by KBS under the KeyBank Loan Agreement.

A financial covenant associated with KeyBank Loan Agreement requires that KBS maintains a ratio of its Operating Cash Flow to its Total Fixed Charges of at least 1.25 to 1.00 measured quarterly (the “FCCR Covenant”). As of December 31, 2025, KBS was in compliance with the FCCR covenant. The balance outstanding under the line was $0 as of December 31, 2025.

Term Loan Secured by Mortgage

Bridgewater Facility

In connection with the Bridgewater Loan agreement, an amount of $1,000 was required to be deposited with Bridgewater and be under the sole dominion and control of Bridgewater, and SOC shall not have any control over the use of, or any right to withdraw any amount of the restricted deposit. In the event that SOC maintains compliance with all of the financial covenants set forth in the Bridgewater Loan Agreement for four consecutive measurement dates, Bridgewater shall release a portion of the deposit. As of December 31, 2025 Bridgewater released $500. The remaining $500 deposit is recorded in Restricted cash-non current in the Consolidated Balance Sheets.

Financial covenants require that TT maintain (i) a ratio of Cash Flow to Total Fixed Charges of not less than 1.30 to 1.00 as measured on each applicable Measurement Date on a trailing twelve (12) month basis; (ii) maintain a ratio of Senior Funded Debt to trailing twelve (12) month Adjusted EBITDA not to exceed 3.00 to 1.00 as measured on each applicable Measurement Date for a Measurement Period; (iii) maintain a ratio of Total Funded Debt to trailing twelve (12) month adjusted EBITDA not to exceed 4.00 to 1.00 as measured on each applicable Measurement Date for a Measurement Period. TT was in compliance with its covenants as of December 31, 2025.

Invoice Finance Credit Facility

On April 8, 2019, the Business Services segment’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of December 31, 2025, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $32 and $17 for the years ended December 31, 2025 and 2024, respectively.

Amounts borrowed from the NAB Facility may be large, contain short maturities and have quick turnovers. Amounts borrowed and repaid are presented on a net basis on the Consolidated Statements of Cash Flows.

On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023, and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024. As a result, no interest expense or fees were incurred during the year ended December 31, 2025. Interest expense and fees incurred on the HSBC Facility Agreement were $6 for the year ended December 31, 2024.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 20 - COMMITMENTS AND CONTINGENCIES

Litigation and Complaints

The Company is subject, from time to time, to various claims, lawsuits, contract disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company had $0.2 million of legal reserves as of both June 30, 2026 and December 31, 2025.

In the normal course of business, we have been and will likely continue to be subject to litigation or administrative proceedings incidental to our business, such as claims related to compliance with regulatory standards, customer disputes, employment practices, wage and hour disputes, product liability, professional liability, malpractice liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters but currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations.

The outcome of litigation and the amount or range of potential loss at particular points in time may be difficult to ascertain. Among other things, uncertainties can include how trial and appellate courts will apply the law and interpret facts, as well as the contractual and statutory obligations of other indemnifying and insuring parties. The estimated range of reasonably possible losses, and their effect on our financial position is based on currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties.

NOTE 20 - COMMITMENTS AND CONTINGENCIES

Litigation and Complaints

The Company is subject, from time to time, to various claims, lawsuits, contract disputes, and other proceedings arising in the ordinary course of business. These matters may include claims by clients, candidates, suppliers, landlords, current or former employees, and governmental or tax authorities, and may relate to regulatory compliance, employment practices (including wage and hour matters), customer or commercial disputes, product or professional liability, licensure issues, warranty matters, or intellectual property.

The Company monitors all such matters and records reserves for legal, regulatory, and other contingent liabilities when a loss is considered probable and the amount can be reasonably estimated. The Company had $0.2 million and $0.0 million of legal reserves as of December 31, 2025 and 2024, respectively.

Litigation and administrative proceedings are inherently uncertain, and the ultimate outcome or potential range of loss may be difficult to predict. These uncertainties may involve, among other factors, the interpretation of laws and facts by courts, the outcome of negotiations or appeals, and the performance of contractual indemnification or insurance obligations. While responding to such matters may be costly and disruptive, management currently believes that the resolution of pending or threatened proceedings will not have a material adverse effect on the Company’s financial condition, results of operations, or liquidity. However, actual outcomes could differ from current estimates due to known and unknown risks and uncertainties.

SCHEDULE OF DERIVATIVE INSTRUMENTS, GAIN (LOSS) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Fair Value Disclosures [Abstract]
Realized loss on lumber derivatives	$ (68)
Total loss on lumber derivatives	$ (68)

DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 - DESCRIPTION OF BUSINESS

Star Equity Holdings, Inc. is a diversified multi-industry holding company operating through four reportable segments: Building Solutions, Business Services, Energy Services, and Investments. Our common stock and 10% Series A Cumulative Perpetual Preferred Stock are listed on the Nasdaq Global Market under the symbols “STRR” and “STRRP,” respectively.

The Building Solutions segment operates in the construction industry. The Business Services segment, which consists of Hudson Talent Solutions, LLC (“HTS”), delivers customized recruitment and contracting solutions to mid-to-large multinational companies, including Recruitment Process Outsourcing (“RPO”), project-based RPO, contingent workforce solutions, recruitment consulting, outsourced professional contract staffing, and managed service provider (“MSP”) services. The Energy Services segment consists of Alliance Drilling Tools, Inc. (“ADT”), which manufactures and supplies specialized drilling tools and downhole equipment used in directional drilling and other oil and gas well construction applications. The Investments segment holds and manages certain corporate-owned real estate assets and investments in a limited number of publicly traded and private companies.

MERGER

On August 22, 2025, Star completed its previously announced acquisition of Star Operating Companies, Inc. (“SOC” or “Star Operating Companies”, formerly known as Star Equity Holdings, Inc.) pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among Star, SOC and HSON Merger Sub, Inc., a wholly owned subsidiary of Star (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, on August 22, 2025, at the effective time (the “Effective Time”) of the closing of the transaction pursuant to the Merger Agreement (the “Merger”), Merger Sub merged with and into SOC, with SOC continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc.” as a wholly owned subsidiary of Star. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Star common stock (the “exchange ratio”) and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC preferred stock stockholders received approximately 2,690,637 shares of Star Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.

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

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

AMENDMENT TO CERTIFICATE OF INCORPORATION

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

SEGMENTS

The Company’s Building Solutions segment consists of the following operating businesses: KBS Builders, Inc. (“KBS”); EdgeBuilder, Inc. (“EdgeBuilder”); Glenbrook Building Supply, Inc. (“Glenbrook”); and Timber Technologies Solutions, Inc. (“TT”). EdgeBuilder and Glenbrook are managed together and are referred to collectively as “EBGL.” KBS, based in Maine, manufactures modular buildings, primarily serving the single-family and multi-family residential markets in New England. EBGL, based in the Minneapolis-Saint Paul area, manufactures and delivers structural wall panels and other engineered wood-based products and distributes building materials through two lumberyard locations, primarily serving professional builder customers in the Upper Midwest region. TT, located outside the Minneapolis-Saint Paul area, manufactures glue-laminated timber (“glulam”) products for a range of end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential).

The Business Services segment consists of HTS and provides customized recruitment and contracting solutions to mid-to-large multinational companies. Service offerings include Recruitment Process Outsourcing (“RPO”), project-based RPO, contingent workforce solutions, recruitment consulting, outsourced professional contract staffing, and managed service provider (“MSP”) services. HTS operates directly in eighteen countries across three geographic regions: the Americas, Asia Pacific, and Europe, Middle East, and Africa. HTS delivery teams utilize standardized recruitment methodologies and project management expertise to support clients’ ongoing workforce requirements. HTS leverages its consultants and proprietary processes to identify, select, and engage talent for critical client roles. In addition, clients may receive outsourced professional contract staffing services and MSP solutions, offered on a standalone basis or as part of an integrated total talent solution. HTS-employed professionals are placed with client organizations, individually or as teams, for defined periods based on specific business requirements.

The Company’s Energy Services segment consists of ADT, a Wyoming and Texas based provider of drilling tools and services to the energy industry, a key sector of the economy. ADT is a full-service downhole drilling tool company that provides sales and rental tools in the Oil & Gas, Geothermal, Mining, and Waterwells sectors. ADT is strategically located near premier oilfields in the Rockies, a geothermal and mining hub, and in Midland, TX within the Permian Basin. ADT’s business model allows the majority of costs, such as freight, repairs, and damages, to be passed directly to customers.

The Investments segment holds and manages certain of our corporate-owned real estate, including a manufacturing facility in Maine that is leased to KBS and a manufacturing facility in Wisconsin that is leased to TT. The Investments segment manages investments in a small number of public and private companies. SOC acquired these interests in May 2023 as a result of the sale of Digirad Health. The Investments segment also holds an investment in Enservco Corporation consisting of an investment in Enservco Common Stock, an investment in Enservco Preferred Stock, and an investment in a call option, all of which were acquired in the third quarter of 2024 and which currently have a carrying value of zero.

See Note 17 to the Consolidated Financial Statements for further details regarding the Company’s reportable segments: Building Solutions, Business Services, Energy Services and Investments.

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation					$ 1,497	$ 1,280
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 707	$ 243	$ 1,191	$ 629	1,497	1,173
Restricted Stock Units-Cash Settled Liabilities [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation						$ 107

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Intangible Asset, Goodwill and Other [Abstract]
Goodwill, beginning balance	$ 5,944	$ 5,703	$ 5,749
Acquisition		242
Currency translation	(45)	(1)	(46)
Goodwill, ending balance	$ 5,899	$ 5,944	$ 5,703

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

+ Details

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Intangible Asset, Goodwill and Other [Abstract]
Impairment of goodwill				$ 0
Amortization expense of intangible assets	$ 170,000	$ 329,000		901,000	$ 1,126,000
Impairment of intangible assets		$ 0	$ 0	$ 0	$ 0

- Definition

Amount of amortization expense for finite-lived intangible asset. Excludes goodwill and capitalized cost for software to be sold, leased, or marketed.

+ References

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+ Details

DESCRIPTION OF BUSINESS (Details Narrative)		6 Months Ended			12 Months Ended
DESCRIPTION OF BUSINESS (Details Narrative)	Aug. 22, 2025 shares	Jun. 30, 2026 shares	Jun. 30, 2026 Integer shares	Jun. 30, 2026 Segment shares	Dec. 31, 2025 Integer shares	Dec. 31, 2025 Integer Segment shares	Dec. 31, 2024 shares	Sep. 30, 2024 USD ($)
DescriptionOfBusinessLineItem [Line Items]
Number of reportable segments			4	4	4	4
Common stock, shares, issued (in shares)		5,398,000	5,398,000	5,398,000	5,366,000	5,366,000	4,033,000
Enservco [Member] \| Convertible Preferred Stock [Member]
DescriptionOfBusinessLineItem [Line Items]
Equity method investments \| $								$ 0
Star Equity Holdings Inc [Member] \| Common Stock [Member]
DescriptionOfBusinessLineItem [Line Items]
Automatically converted into the right to receive (in shares)	0.23
Common stockholders received shares (in shares)	744,291
Common stock, shares, issued (in shares)	0
Star Equity Holdings Inc [Member] \| Series A Cumulative Perpetual Preferred Stocks [Member]
DescriptionOfBusinessLineItem [Line Items]
Automatically converted into the right to receive (in shares)	1
Preferred stock, dividend percentage	10.00%
Star Equity Holdings Inc [Member] \| Preferred Stock [Member]
DescriptionOfBusinessLineItem [Line Items]
Common stockholders received shares (in shares)	2,690,637
Hudson Global Inc [Member]
DescriptionOfBusinessLineItem [Line Items]
Number of countries in which entity operates		18	18	18	18	18
Number of regions in which entity operates		3			3

SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS AND SHARES (Details) - $ / shares		6 Months Ended		12 Months Ended
	Aug. 22, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted, number of share of restricted stock, shares		296,648		123,777
Performance-Based [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted stock (units), number of shares of restricted stock, beginning balance		62,266	55,591	55,591	95,264
Granted, number of share of restricted stock, shares	22,717	251,417	48,688	48,688	47,647
SOC Grants assumed, shares				22,717
Vested number of share of restricted stock, shares		(17,118)	(7,280)	(16,419)	(58,479)
Forfeited number of share of restricted stock, shares		(23,508)	(48,311)	(48,311)	(28,841)
Unvested restricted stock (units), number of shares of restricted stock, ending balance		273,057	48,688	62,266	55,591
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested restricted stock (units), weighted average grant date fair value, beginning balance		$ 13.64	$ 17.58	$ 17.58	$ 23.49
Granted, weighted average grant date fair value		9.91	13.15	13.15	14.51
SOC Grants assumed, weighted average grant date fair value				15.17
Vested, weighted average grant date fair value		13.14	35.57	24.05	22.40
Forfeited, weighted average grant date fair value		13.16	14.87	14.87	22.27
Unvested restricted stock (units), weighted average grant date fair value, ending balance		$ 10.28	$ 13.15	$ 13.64	$ 17.58
Time-Based/Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted stock (units), number of shares of restricted stock, beginning balance		197,485	128,474	128,474	80,422
Granted, number of share of restricted stock, shares	6,046	45,231	7,868	129,330	103,197
SOC Grants assumed, shares				6,046
Vested number of share of restricted stock, shares		(7,007)	(11,522)	(63,101)	(54,465)
Forfeited number of share of restricted stock, shares			(3,264)	(3,264)	(680)
Unvested restricted stock (units), number of shares of restricted stock, ending balance		235,709	121,556	197,485	128,474
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested restricted stock (units), weighted average grant date fair value, beginning balance		$ 11.75	$ 14.96	$ 14.96	$ 16.50
Granted, weighted average grant date fair value		11.39	10.04	9.74	15.03
SOC Grants assumed, weighted average grant date fair value				14.07
Vested, weighted average grant date fair value		15.07	12.46	13.90	17.21
Forfeited, weighted average grant date fair value			20.97	20.97	27.16
Unvested restricted stock (units), weighted average grant date fair value, ending balance		$ 11.58	$ 14.72	$ 11.75	$ 14.96
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted stock (units), number of shares of restricted stock, beginning balance		259,751	184,065	184,065	175,686
Granted, number of share of restricted stock, shares		296,648	56,556	178,018	150,844
SOC Grants assumed, shares				28,763
Vested number of share of restricted stock, shares		(24,125)	(18,802)	(79,520)	(112,944)
Forfeited number of share of restricted stock, shares		(23,508)	(51,575)	(51,575)	(29,521)
Unvested restricted stock (units), number of shares of restricted stock, ending balance		508,766	170,244	259,751	184,065
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested restricted stock (units), weighted average grant date fair value, beginning balance		$ 12.20	$ 15.75	$ 15.75	$ 20.29
Granted, weighted average grant date fair value		10.14	12.72	10.67	14.87
SOC Grants assumed, weighted average grant date fair value				14.94
Vested, weighted average grant date fair value		13.70	21.41	16.00	19.90
Forfeited, weighted average grant date fair value		13.16	15.26	15.26	22.38
Unvested restricted stock (units), weighted average grant date fair value, ending balance		$ 10.88	$ 14.27	$ 12.20	$ 15.75

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant, and Equipment [Line Items]
Gross Carrying Amount	$ 6,472	$ 6,483	$ 6,388
Accumulated Amortization	(5,117)	(4,795)	(3,897)
Net Carrying Amount	$ 1,355	$ 1,688	$ 2,491	$ 3,628
Noncompete Agreements [Member]
Property, Plant, and Equipment [Line Items]
Weighted Average Remaining Amortization Useful Lives (in years)	2 years 2 months 12 days	2 years 8 months 12 days	2 years 10 months 24 days
Gross Carrying Amount	$ 145	$ 147	$ 145
Accumulated Amortization	(130)	(133)	(116)
Net Carrying Amount	15	$ 14	$ 29	49
Developed Technology Rights [Member]
Property, Plant, and Equipment [Line Items]
Amortization period (in years)		3 years
Weighted Average Remaining Amortization Useful Lives (in years)			1 year
Gross Carrying Amount	657	$ 657	$ 657
Accumulated Amortization	(657)	(657)	(651)
Net Carrying Amount			$ 6	189
Customer Lists [Member]
Property, Plant, and Equipment [Line Items]
Weighted Average Remaining Amortization Useful Lives (in years)	1 year 3 months 18 days	1 year 9 months 18 days	2 years 7 months 6 days
Gross Carrying Amount	$ 4,012	$ 4,017	$ 3,952
Accumulated Amortization	(3,324)	(3,072)	(2,399)
Net Carrying Amount	$ 688	$ 945	$ 1,553	2,267
Trade Names [Member]
Property, Plant, and Equipment [Line Items]
Weighted Average Remaining Amortization Useful Lives (in years)	5 years	5 years 4 months 24 days	6 years 1 month 6 days
Gross Carrying Amount	$ 1,658	$ 1,662	$ 1,634
Accumulated Amortization	(1,006)	(933)	(731)
Net Carrying Amount	$ 652	$ 729	$ 903	$ 1,123
Minimum [Member] \| Noncompete Agreements [Member]
Property, Plant, and Equipment [Line Items]
Amortization period (in years)		2 years
Minimum [Member] \| Customer Lists [Member]
Property, Plant, and Equipment [Line Items]
Amortization period (in years)		2 years
Minimum [Member] \| Trade Names [Member]
Property, Plant, and Equipment [Line Items]
Amortization period (in years)		2 years
Maximum [Member] \| Noncompete Agreements [Member]
Property, Plant, and Equipment [Line Items]
Amortization period (in years)		3 years
Maximum [Member] \| Customer Lists [Member]
Property, Plant, and Equipment [Line Items]
Amortization period (in years)		6 years
Maximum [Member] \| Trade Names [Member]
Property, Plant, and Equipment [Line Items]
Amortization period (in years)		10 years

SUBSEQUENT EVENTS (Details Narrative) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Aug. 14, 2026 USD ($) $ / shares shares	Feb. 27, 2026 USD ($) Integer	Mar. 31, 2026 USD ($)	Dec. 31, 2025 USD ($)	Jun. 30, 2026 USD ($)	Dec. 31, 2024 USD ($)
Subsequent Event [Line Items]
Property carrying amount				$ 18,610	$ 16,598	$ 242
Stock issued during the period, value
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock issued during the period, value	$ 19,200
Stock issued during the period, other shares \| shares	1.92
Credit facility	The financing is expected to be provided by a drawdown on Harte Hanks’ existing $25 million asset-based revolving credit facility with Texas Capital Bank (with the drawdown not to exceed $15 million), under which $21.3 million was available as of June 30, 2026 after giving effect to outstanding letters of credit
Subsequent Event [Member] \| HH Merger [Member]
Subsequent Event [Line Items]
Share price \| $ / shares	$ 5.00
Stock issued during the period, shares \| shares	0.5
Stock issued during the period, value	$ 19,200
ADT Wyoming Property [Member] \| Land and Building [Member]
Subsequent Event [Line Items]
Property carrying amount				$ 1,500
ADT Wyoming Property [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Operating lease, term of contract		20 years
Operating lease, number of extension options \| Integer		4
Operating lease, extension term		5 years
Initial monthly base rent		$ 12
Sale and leaseback transaction, gain			$ 100
Custom Capital Strategies Inc [Member] \| ADT Wyoming Property [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from sale property		$ 1,600

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)		2 Months Ended	3 Months Ended		6 Months Ended					12 Months Ended
	Aug. 22, 2025 shares	Oct. 22, 2025 shares	Jun. 30, 2026 USD ($) shares	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) shares	Jun. 30, 2026 USD ($) shares	Jun. 30, 2026 USD ($) Integer shares	Jun. 30, 2026 USD ($) Segment shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) Integer shares	Dec. 31, 2025 USD ($) Integer shares	Dec. 31, 2025 USD ($) Integer shares	Dec. 31, 2025 USD ($) Integer shares	Dec. 31, 2025 USD ($) Integer Segment shares	Dec. 31, 2024 USD ($) shares	Sep. 30, 2024 USD ($)
Product Information [Line Items]
Bonuses approved and paid			$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 1,100,000	$ 1,100,000	$ 1,100,000	$ 1,100,000	$ 1,100,000	$ 0
Share-based compensation											264,000				216,000
Unbilled receivables			4,042,000		4,042,000	4,042,000	4,042,000	4,042,000		6,960,000	6,960,000	6,960,000	6,960,000	6,960,000	5,925,000
Unamortized debt issuance costs			0		0	$ 0	$ 0	$ 0		$ 0	0	$ 0	$ 0	$ 0
Shipping and handling costs											1,469,000				0
Advertising and marketing costs			$ 1,001,000	971,000	$ 1,923,000				1,901,000		3,957,000				3,588,000
Goodwill, impairment loss											$ 0				$ 0
Number of reportable segments							4	4					4	4
Common stock, shares, issued (in shares) \| shares			5,398,000		5,398,000	5,398,000	5,398,000	5,398,000		5,366,000	5,366,000	5,366,000	5,366,000	5,366,000	4,033,000
Number of lumberyard locations						2
Coat of revenues			$ 32,146,000	$ 16,906,000	$ 61,652,000				$ 32,374,000		$ 92,290,000				$ 69,904,000
Shipping and Handling [Member]
Product Information [Line Items]
Coat of revenues			$ 808,000		$ 1,622,000
Enservco [Member] \| Convertible Preferred Stock [Member]
Product Information [Line Items]
Equity method investments																$ 0
Star Equity Holdings Inc [Member] \| Common Shares [Member]
Product Information [Line Items]
Automatically converted into the right to receive (in shares) \| shares		0.23
Star Equity Holdings Inc [Member] \| Series A Cumulative Perpetual Preferred Stocks [Member]
Product Information [Line Items]
Automatically converted into the right to receive (in shares) \| shares	1
Preferred stock, dividend percentage	10.00%
Star Equity Holdings Inc [Member] \| Common Stock [Member]
Product Information [Line Items]
Automatically converted into the right to receive (in shares) \| shares	0.23
Common stockholders received shares (in shares) \| shares	744,291
Common stock, shares, issued (in shares) \| shares	0
Star Equity Holdings Inc [Member] \| Preferred Stock [Member]
Product Information [Line Items]
Common stockholders received shares (in shares) \| shares	2,690,637
Hudson Global Inc [Member]
Product Information [Line Items]
Number of countries in which entity operates			18		18	18	18	18		18	18	18	18	18
Number of regions in which entity operates						3							3
KBS Builders Inc KBS [Member]
Product Information [Line Items]
Standard warranty period										12 months
Edge Builder Inc Edge Builder [Member]
Product Information [Line Items]
Standard warranty period										25 years
Timber Technologies Solutions Inc TT [Member]
Product Information [Line Items]
Standard warranty period										50 years
Top 25 Clients [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage												73.00%			85.00%
One Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage												23.00%
One Customer [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage												14.00%			24.00%
Three Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage															46.00%

Offerings - Offering: 1	Oct. 19, 2026 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
Amount Registered \| shares	3,836,801
Maximum Aggregate Offering Price	$ 33,765,598.40
Fee Rate	0.0087%
Amount of Registration Fee	$ 2,937.61
Offering Note	Represents the estimated maximum number of shares of 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, of Star Equity Holdings, Inc. ("Star") issuable upon completion of the merger of Merger Sub - R, Inc., a wholly owned subsidiary of Star, with and into Harte Hanks, Inc. ("Harte Hanks"), with Harte Hanks surviving as a wholly owned subsidiary of Star (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of August 14, 2026, by and among Star, Merger Sub - R, Inc. and Harte Hanks, as described in the proxy statement/prospectus included in this Registration Statement. The amount registered is based on (i) 7,454,240 outstanding shares of Harte Hanks common stock and 216,446 shares underlying eligible restricted stock units, multiplied by the exchange ratio of 0.50, and (ii) 1,458 additional shares issuable in settlement of an eligible option to purchase 32,400 shares of Harte Hanks common stock at an exercise price of $4.55 per share. The option's preferred stock exchange ratio is calculated by multiplying 32,400 by the excess of $5.00 over $4.55 and dividing the resulting $14,580 net consideration by $10.00. The combined amount assumes that all eligible holders elect to receive preferred stock consideration. Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rules 457(c) and 457(f) under the Securities Act. The proposed maximum aggregate offering price of $33,765,598.40 consists of (i) $33,751,018.40, calculated by multiplying 7,670,686 shares of Harte Hanks common stock, including shares underlying eligible restricted stock units, by $4.40, the average of the high and low prices of Harte Hanks common stock as reported on Nasdaq on October 13, 2026, a date within five business days prior to the filing of this Registration Statement, and (ii) $14,580 attributable to the cancellation of the eligible option, representing its net merger consideration after deduction of the applicable exercise price. The calculation assumes that all eligible holders elect to receive preferred stock consideration. Calculated by multiplying the proposed maximum aggregate offering price of $33,765,598.40 by 0.0000870.

REVENUE RECOGNITION (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
REVENUE RECOGNITION (Details Narrative) - USD ($)	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Bonuses approved and paid	$ 0	$ 1,100,000	$ 0	$ 0
Revenue recognized	$ 172,000	$ 418,000

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					6 Months Ended		12 Months Ended
	Aug. 31, 2025	Aug. 22, 2025	Mar. 10, 2016	Nov. 06, 2015	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, increase in capital shares reserved for future issuance, shares	400,000
Preferred stock, increase in capital shares reserved for future issuance, shares	175,000
Common stock, capital shares reserved for future issuance, shares					66,167		337,245
Preferred stock, capital shares reserved for future issuance,shares					140,320		170,320
Granted, number of share of restricted stock					296,648		123,777
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Change in control, termination period				12 months
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Change in control, termination period			12 months
Share-based compensation, common stock share equivalent, shares							1
Granted, number of share of restricted stock					296,648	56,556	178,018	150,844
Share-based compensation share price		$ 0.23				$ 0.23
Unrecognized stock-based compensation expense					$ 3,501		$ 1,182	$ 1,445
Weighted average service period					1 year		10 months 24 days	10 months 24 days
Restricted Stock Units (RSUs) [Member] \| Non Employee Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Rrestricted stock units deferred					4,301
Restricted Stock Units (RSUs) [Member] \| Non Employee Directors [Member] \| Director Deferred Share Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Rrestricted stock units deferred					33,024		54,241	20,284
Restricted Stock Units (RSUs) [Member] \| Non Employee Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Rrestricted stock units deferred							12,169
Restricted Stock Units Type 1 and Type 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock					296,648	48,688	48,688	12,540
Restricted Stock Units Type 1 and Type 2 [Member] \| Share Based Payment Arrangement Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock								47,647
Restricted Stock Units Type 1 and Type 2 [Member] \| Global Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock							8,918
Restricted Stock Units Type 1 and Type 2 [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock								66,171
Restricted Stock Units Type 2 [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock								70,373
Performance-Based [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock		22,717			251,417	48,688	48,688	47,647
Time-Based/Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock		6,046			45,231	7,868	129,330	103,197
Restricted Stock Units Type 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock					111,239
Restricted Stock Units Type Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock					140,178
Restricted Stock Units Type Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock					45,231
Restricted Stock Unit Time Based [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, number of share of restricted stock						6,046

Cover	6 Months Ended
Cover	Jun. 30, 2026
Entity Addresses [Line Items]
Document Type	S-4
Amendment Flag	false
Entity Registrant Name	Star Equity Holdings, Inc.
Entity Central Index Key	0001210708
Entity Primary SIC Number	7363
Entity Tax Identification Number	59-3547281
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	53 Forest Avenue
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Old Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06870
City Area Code	(203)
Local Phone Number	489-9500
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	53 Forest Avenue
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Old Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06870
City Area Code	(203)
Local Phone Number	489-9500
Contact Personnel Name	Jeffrey E. Eberwein

REVENUE RECOGNITION

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

REVENUE RECOGNITION

NOTE 4 - REVENUE RECOGNITION

Building Solutions Revenue Recognition. Within the Building Solutions segment, we service residential and commercial construction projects by manufacturing modular housing units and other products, supplying general contractors with building materials, and providing glue-laminated timber products (“glulam”) to distributors and end users. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems, and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. TT manufactures glulam for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential). For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. There are no contracts as of June 30, 2026 that are subject to over time recognition.

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

We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints are not material, and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. No bonuses were approved and paid to our contract employees in the three and six months ended June 30, 2026 and 2025.

We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the six months ended June 30, 2026 and 2025.

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

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

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

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

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

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

ADT’s equipment rental agreements generally contain provisions whereby should the rented tools or components provided to a customer be deemed to be irretrievably lost during drilling operations, commonly referred to as “lost-in-hole,” the Company has the right to receive reimbursement for such losses. Amounts billed to customers are at an agreed upon price relative to the specific piece of equipment, the revenue of which is recognized at the time the loss of the equipment is confirmed. The gross profit recognized from lost-in-hole transactions is normally calculated as the difference between the amounts billed to the customer and the net book value of the lost equipment. This gross profit is presented as a separate line item in the statement of cash flows under operating activities, and the cash received in connection with these activities is presented as an offset to cash purchases of property and equipment in the investing section of the statement of cash flows, to the extent it does not exceed the cash used for the purchases of the replacement equipment. Revenue recognized for the period ended June 30, 2026, totaled $172. No significant lost-in-hole reimbursements were outstanding or contingent as of the end of the second quarter.

Billings in excess of costs and estimated profit. We recognize billings in excess of costs and estimated profit on uncompleted contracts within current liabilities. Such amounts relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated profit on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. There are no liabilities associated with billings in excess of costs at June 30, 2026.

Contract Costs. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for these costs when the amortization period is one year or less. These costs primarily consist of internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the associated revenue is recognized. As of June 30, 2026, there were no contract costs recognized.

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

Changes in deferred revenue for the six months ended June 30, 2026 are as follows:

SCHEDULE OF CHANGES IN DEFERRED REVENUE

Balance at December 31, 2025	$	1,496
Revenue recognized that was included in balance at beginning of the year		(1,271	)
Deferred revenue, net, related to contracts entered into during the year		1,217
Balance at June 30, 2026	$	1,442

Disaggregation of Revenue

The following tables present our revenue disaggregated by major source for the three and six months ended June 30, 2026 and 2025, respectively:

SCHEDULE OF DISAGGREGATE REVENUE

	Three Months Ended June 30, 2026
	Building Solutions		Business Services		Energy Services		Total
Major Goods/Service Lines
Revenue from RPO Customers	$	-	$	17,079	$	-	$	17,079
Revenue from Contracting Customers		-		19,306		-		19,306
Revenue from Other Contracts with Customers		14,612		-		3,944		18,556
Total Revenues	$	14,612	$	36,385	$	3,944	$	54,941

Timing of Revenue Recognition
Services and goods transferred over time	$	-	$	25,375	$	2,395	$	27,770
Services and goods transferred at a point in time		14,612		11,010		1,549		27,171
Total Revenues	$	14,612	$	36,385	$	3,944	$	54,941

	Six Months Ended June 30, 2026
	Building Solutions		Business Services		Energy Services		Total
Major Goods/Service Lines
Revenue from RPO Customers	$	-	$	33,903	$	-	$	33,903
Revenue from Contracting Customers		-		37,487		-		37,487
Revenue from Other Contracts with Customers		26,210		-		7,402		33,612
Total Revenues	$	26,210	$	71,390	$	7,402	$	105,002

Timing of Revenue Recognition
Services and goods transferred over time	$	-	$	49,678	$	5,079	$	54,757
Services and goods transferred at a point in time		26,210		21,712		2,323		50,245
Total Revenues	$	26,210	$	71,390	$	7,402	$	105,002

	Three Months Ended June 30, 2025
		Business Services
Major Goods/Service Lines
Revenue from RPO Customers	$	17,428
Revenue from Contracting Customers		18,113
Total Revenues	$	35,541

Timing of Revenue Recognition
Services and goods transferred over time	$	25,535
Services and goods transferred at a point in time		10,006
Total Revenues	$	35,541

	Six Months Ended June 30, 2025
		Business Services
Major Goods/Service Lines
Revenue from RPO Customers	$	33,170
Revenue from Contracting Customers		34,237
Total Revenues	$	67,407

Timing of Revenue Recognition
Services and goods transferred over time	$	48,655
Services and goods transferred at a point in time		18,752
Total Revenues	$	67,407

NOTE 4 - REVENUE RECOGNITION

Building Solutions Revenue Recognition

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

Business Services Revenue Recognition

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

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

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

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

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

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

Energy Services Revenue Recognition

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

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

SCHEDULE OF CHANGES IN DEFERRED REVENUE

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

Disaggregation of Revenue

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

SCHEDULE OF DISAGGREGATE REVENUE

	Year ended December 31, 2025
	Building Solutions		Business Services		Energy Services		Total
Major Goods/Service Lines
Revenue from RPO Customers	$	-	$	68,379	$	-	$	68,379
Revenue from Contracting Customers		-		71,273		-		71,273
Revenue from Other Contracts with Customers		27,578		-		4,929		32,507
Total Revenues	$	27,578	$	139,652	$	4,929	$	172,159

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

	Year ended December 31, 2024
	Business Services
Major Goods/Service Lines
Revenue from RPO Customers	$	67,993
Revenue from Contracting Customers		72,063
Total Revenues	$	140,056

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

SUPPLEMENTARY BALANCE SHEET INFORMATION (Details Narrative) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 09, 2024 USD ($) shares	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024 USD ($)	May 31, 2023 USD ($)
Inventories, net		$ 6,954		$ 6,954		$ 6,988
Depreciation expense		764	$ 6	1,547	$ 52	1,177	232
Gross property and equipment		24,230		24,230		24,977
Note receivable, current portion		236		236		256
Note receivable, non-current portion		8,948		8,948		8,629
Issuance of common shares in exchange for preferred treasury shares
Notes receivables		9,184		9,184		8,885
Note receivable, current portion		236		$ 236		$ 256
Common Stock [Member]
Stock issued during period shares \| shares						288,000
Issuance of common shares in exchange for preferred treasury shares
Preferred Stock [Member]
Issuance of common shares in exchange for preferred treasury shares
Series A Preferred Stock [Member]
Stock issued during period shares \| shares	250,000
Preferred stock, dividend percentage	10.00%			10.00%		10.00%
Issuance of common shares in exchange for preferred treasury shares	$ 2,600	816
Catalyst [Member]
Investment at fair value		$ 953		$ 953		$ 953
Enservco [Member] \| Common Stock [Member]
Equity method investment, ownership	19.90%
KBS Builders Inc [Member]
Standard warranty period				12 months		12 months
Interest rate for notes receivable		0.12		0.12		12
Notes receivables		$ 12		$ 12		$ 32
Edge Builder Inc [Member]
Standard warranty period				25 years		25 years
Timber Technologies Solutions Inc [Member]
Standard warranty period				50 years		50 years
Catalyst [Member]
Notes issued in sale transaction								$ 7,000
Notes receivables		$ 8,725		$ 8,725		$ 8,257
Catalyst [Member] \| Digirad Health Inc [Member]
Interest rate for notes receivable								0.050
Basis spread on variable rate								5.00%
Catalyst [Member] \| Digirad Health Inc [Member] \| Effective Period Two [Member]
Interest rate for notes receivable								0.070
Basis spread on variable rate								5.00%
MD Office Solutions [Member]
Interest rate for notes receivable		0.050		0.050		5
Original principal amount of notes		$ 447		$ 447		$ 596
Note receivable, current portion						223
Note receivable, non-current portion						373
Quarterly installment principal receivable		74		74		74
Notes receivables		447		447		596
Note receivable, current portion		223		223		224
Enservco [Member]
Notes receivables	$ 1,000
Enservco [Member] \| Common Stock [Member]
Investment shares \| shares	9,023,035
Enservco [Member] \| Preferred Stock [Member]
Investment shares \| shares	3,500,000
Investment shares	$ 3,500
Land and Building [Member]
Gross property and equipment		1,701		1,701		1,781
Machinery and Equipment [Member]
Gross property and equipment		14,101		14,101		12,750
Machinery and Equipment [Member] \| Energy Services Segment [Member]
Gross property and equipment						4,909
Alliance Drilling Tools LLC [Member]
Inventories, net		$ 1,097		$ 1,097		$ 1,129

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets (liabilities):
Allowance for expected credit losses	$ 89	$ 108
Property and equipment	(7,383)	(170)
Goodwill and intangibles	4,863	714
Accrued compensation	1,417	1,786
Accrued liabilities and other	4,607	29
Loss carryforwards	65,855	73,672
Deferred tax assets before valuation allowance	69,448	76,139
Valuation allowance	(67,537)	(73,491)
Deferred tax assets, net of valuation allowance	$ 1,911	$ 2,648

ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Credit Loss [Abstract]
Unbilled receivables	$ 4,042	$ 6,960	$ 5,925

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - DESCRIPTION OF BUSINESS

Star Equity Holdings, Inc. is a multi-industry diversified holding company with four segments: Building Solutions, Business Services, Energy Services, and Investments. Our common stock and Series A preferred stock are listed on the NASDAQ Global Market exchange as “STRR” and “STRRP,” respectively.

AMENDMENT TO CERTIFICATE OF INCORPORATION

STAR-HUDSON MERGER

On August 22, 2025, Star Equity Holdings, Inc. (“Star”, formerly known as Hudson Global, Inc. (“Hudson”)), completed its previously announced acquisition of Star Operating Companies, Inc. (“SOC” or “Star Operating Companies”, formerly known as Star Equity Holdings, Inc.) pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among Star, SOC, and HSON Merger Sub, Inc., a wholly owned subsidiary of Star (“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 (the “Effective Time”), Merger Sub merged with and into SOC, with SOC continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc.” as a wholly owned subsidiary of Star.

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) was automatically converted into the right to receive 0.23 shares of Star common stock (the “exchange ratio”) and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) was automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC preferred stockholders received approximately 2,690,637 shares of Star Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.

The accompanying condensed consolidated financial statements include the financial results of SOC beginning on August 22, 2025 and reflect the post-merger results of the Building Solutions, Energy Services, and Investments segments for the period from January 1, 2026 through June 30, 2026. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. All significant intercompany accounts and transactions have been eliminated in consolidation.

SEGMENTS

Our Building Solutions segment is currently made up of the following operating businesses: KBS Builders, Inc. (“KBS”); EdgeBuilder, Inc. (“EdgeBuilder”), and Glenbrook Building Supply, Inc. (“Glenbrook”), with the latter two managed together and referred to jointly as “EBGL,” and Timber Technologies Solutions, Inc. (“TT”). KBS is based in Maine and manufactures modular buildings, typically in the single and multi-family residential segments, servicing principally the New England market. EBGL is based in the Minneapolis-Saint Paul area and principally serves the Upper Midwest region. EBGL manufactures and delivers structural wall panels for single and multi-family residential buildings, and other engineered wood-based products. EBGL also distributes building materials from two lumberyard locations primarily focused on professional builder customers. TT is based outside the Minneapolis-St. Paul area and manufactures glue-laminated timber products (“glulam”) for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential).

Our Business Services segment delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in eighteen countries organized into three geographic regions: the Americas, Asia Pacific, and Europe, Middle East, and Africa (“EMEA”). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, the Company provides RPO clients with a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client.

Our Energy Services segment currently consists of Alliance Drilling Tools, Inc. (“ADT”), a Wyoming and Texas based provider of drilling tools and services to the Energy industry, a key sector of the economy. ADT is a full-service downhole drilling tool company which provides sale and rental tools in the Oil & Gas, Geothermal, Mining, and Waterwells sectors. ADT is strategically located near premier oilfields in the Rockies, a geothermal and mining hub, and in Midland, TX within the Permian Basin. ADT’s business model allows for the majority of costs, such as freight, repairs, and damages, to be passed directly to customers.

Our Investments segment holds and manages certain of our corporate-owned real estate, including a manufacturing facility in Maine that is leased to KBS and a manufacturing facility in Wisconsin that is leased to TT. The Investments segment manages internally funded, concentrated minority investments in a small number of public companies. It also holds and manages a promissory note and a private equity stake in Catalyst MedTech LLC (“Catalyst”), a provider of medical imaging equipment and services. SOC acquired these interests in May 2023 as a result of the sale of Digirad Health. Our Investments segment also holds an investment in Enservco Corporation consisting of an investment in Enservco Common Stock, an investment in Enservco Preferred Stock, and an investment in a call option, all of which currently have a carrying value of zero.

See Note 17 to the Condensed Consolidated Financial Statements for further details regarding the Company’s reportable segments: Building Solutions, Business Services, Energy Services and Investments.

ADOPTION OF ACCOUNTING POLICIES PURSUANT TO MERGER

The accounting policies of SOC have been conformed to those of the Company where necessary. No significant differences in accounting policies were identified. As a result of the acquisition, the Company adopted the following accounting policies that were not previously applicable to its operations:

Fair Value of Financial Instruments

Equity Securities

Long-Term Investments

Inventory

Debt Issuance Costs

Shipping and Handling Fees and Costs

Warranties

Advertising and Marketing Costs

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Use of Estimates

Concentration and Credit Risk

Revenue Recognition

Business Services Revenue Recognition

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

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

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

Building Solutions Revenue Recognition

Energy Services Revenue Recognition

Operating Expenses

Stock-Based Compensation

Employee Benefit Programs

Income Taxes

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

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

(Loss) earnings Per Share

Fair Value of Financial Instruments

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

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

Cash and Cash Equivalents

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

Restricted Cash

Equity Securities

Accounts Receivable

Allowance for Expected Credit Losses

Long-Term Investments

As a part of the sale of Digirad Health, Star Operating Companies received common equity in Insignia TTG Parent LLC (“Catalyst Parent”), the parent entity of Catalyst formerly known as TTG Imaging Solutions, LLC. In accounting for this investment, we have elected the measurement alternative under ASC 321 “Accounting for Investments in Equity Securities”. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified. Each reporting period, we perform a qualitative and quantitative assessment considering impairment indicators to evaluate whether the investment is impaired. Impairment indicators include, but are not limited to, significant deterioration in earnings performance, significant adverse changes in the regulatory or economic environment and working capital deficiencies. If an investment is determined to be impaired, we include an impairment loss as a component of other income (expense) equal to the difference between the fair value of the investment and its carrying amount. During the period from August 22, 2025 through December 31, 2025 we recognized no impairment loss on this investment.

Inventory

Debt Issuance Costs

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

Shipping and Handling Fees and Costs

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

Warranties

Advertising and Marketing Costs

Property and Equipment

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

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

Leases

Capitalized Software Costs

Business Combinations and Asset Acquisitions

Intangible Assets

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

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

Goodwill

Foreign Currency Translation

Comprehensive Income (Loss)

SCHEDULE OF INVESTMENT IN EQUITY SECURITIES, GAIN (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
Fair Value Disclosures [Abstract]
Unrealized loss on equity securities	$ (668)	$ (945)	$ (390)
Unrealized gain on equity securities	314	569	241
Realized gain on equity securities	316	496	11
Total (loss) gain on equity securities	$ (38)	$ 120	$ (138)

LEASES

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

LEASES

NOTE 10 - LEASES

Lessee

We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 20 years. Some of the leases include options to extend the leases and some include options to terminate the lease within 1 year. Operating leases and finance leases are included separately in the Condensed Consolidated Balance Sheets.

On December 16, 2025, ADT entered into three purchase and sale agreements with Custom Capital Strategies, Inc. (“Custom Capital”), pursuant to which the parties agreed to consummate three sale and leaseback transactions of three different properties in Texas, Utah, and Wyoming.

On February 27, 2026, the property located at 101-107 Pasture Drive, Evanston, Wyoming, was sold for a total purchase price of $1.7 million, subject to adjustment for taxes and other charges and assessments. Thereafter, Custom Capital assigned their rights to buy the property to their affiliate, Pasture Drive Holdings, LLC (the “ADT Wyoming Buyer”).

On March 27, 2026 the property located at 3601 N County Rd 1148, Midland, Texas, was sold for a total purchase price of $1.1 million, and the property located at 1377 East 1500 South, Vernal, Utah was sold for a total purchase price of $0.6 million. Both purchase prices are subject to adjustment for taxes and other charges and assessments. Immediately prior to the closings Custom Capital assigned their rights to buy the property to, Alliance Texas and Utah, LLC (the “ADT Property Buyer”).

Simultaneously with the consummation of the above sales, ADT entered into three commercial single-tenant triple net leases with the ADT Wyoming Buyer and the ADT Property Buyer, guaranteed by the Company, pursuant to which ADT leased back from the ADT Wyoming Buyer and the ADT Property Buyer the above properties sold for terms commencing on February 27, 2026 and on March 27, 2026, respectively, and ending on the 20th anniversaries thereof, unless earlier terminated or extended for four additional five year periods. Pursuant to the terms of the lease agreements, ADT will be responsible for rent and all monthly expenses related to the properties, including insurance premiums, taxes, utilities, and other expenses.

These sale leasebacks meet the qualification of operating leases under ASC 842, “Leases” in that (i) they do not automatically transfer title to the lessee at the end of the lease term; (ii) they do not contain a bargain purchase option; (iii) the lease term is not for a major part of the estimated remaining useful life of the asset; (iv) the present value of the lease payments does not represent substantially all of the fair value of the underlying assets; and (v) the underlying assets are not of such a specialized nature that are assumed to have no alternative use to the lessor at the end of the lease term. Accordingly, the Company recognized the resulting gain on sale of $37 in full in “Other income (expense), net” in the period in which the buyer obtained control of the assets, representing the excess of the aggregate sale proceeds of $3,211 net of closing fees over the aggregate carrying value of the properties of $3,174, and no portion of the gain was deferred. The related right-of-use assets and lease liabilities arising from the sale leasebacks are accounted for in accordance with ASC 842 and are presented within operating lease right-of-use assets and operating lease liabilities on the Condensed Consolidated Balance Sheets.

We used our incremental borrowing rate as the discount rate for these sale leaseback transactions, as the rate implicit in the lease is not readily determinable. We estimated our incremental borrowing rate based on our Company credit rating, adjusted for the lease’s term and the collateralized nature of the lease obligations. Lease extensions are not reasonably certain of being exercised. As such, we have not included such extensions in determining our incremental borrowing rate or in our initial valuation of the lease assets and liabilities.

The components of lease expense are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	2026		2025		2026		2025
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Operating lease cost	$	796	$	291	$	1,508	$	575

Finance lease cost:
Amortization of finance lease assets	$	9	$	-	$	19	$	-
Interest on finance lease liabilities		-		-		-		-
Total finance lease cost	$	9	$	-	$	19	$	-

Supplemental cash flow information related to leases was as follows:

	2026		2025
	Six months Ended June 30,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,077	$	402
Financing cash flows from finance leases	$	9		N/A

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2,494	$	361

Supplemental balance sheet information related to leases was as follows:

	June 30, 2026			December 31, 2025
Weighted average remaining lease term (in years)
Operating leases		14.8			13.8
Finance leases		0.6			0.9

Weighted average discount rate
Operating leases		12.69	%		12.80	%
Finance leases		5.72	%		5.76	%

SCHEDULE OF OPERATING LEASE

	Operating Leases			Finance Leases
2026 (for the remainder of the year)	$	1,271		$	6
2027		2,348			1
2028		2,095			-
2029		2,107			-
2030		1,922			-
2031 and thereafter		24,814			-
Total future minimum lease payments		34,557			7
Less amounts representing interest		(20,452	)		-
Present value of lease obligations	$	14,105		$	7

NOTE 11 - LEASES

Lessee

The components of lease expense are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE


	Year Ended December 31,
	2025		2024
Operating lease cost	$	1,531	$	1,303
Finance lease cost:
Amortization of finance lease assets	$	19	$	-
Interest on finance lease liabilities
Total finance lease cost	$	19	$	-

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,144	$	809
Financing cash flows from finance leases	$	8		N/A

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	3,112	$	416

Supplemental balance sheet information related to leases was as follows:

	December 31, 2025			December 31, 2024
Weighted average remaining lease term (in years)
Operating leases		13.8			2.5
Finance leases		0.9			N/A

Weighted average discount rate
Operating leases		12.80	%		8.50	%
Finance leases		5.76	%		N/A

SCHEDULE OF OPERATING LEASE

		Operating Leases			Finance Leases
2026 (for the remainder of the year)	$	1,271		$	6
2026	$	2,041		$	16
2027		2,058			2
2028		1,797			-
2029		1,799			-
2030 and thereafter		20,296			-
Total future minimum lease payments		27,991			18
Less amounts representing interest		(16,118	)		(1	)
Present value of lease obligations	$	11,873		$	17

SCHEDULE OF BUSINESS COMBINATION, RECOGNIZED ASSET ACQUIRED AND LIABILITY ASSUMED (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Jul. 23, 2025	Dec. 31, 2024	Dec. 31, 2023
Business Combination [Line Items]
Goodwill	$ 5,899	$ 5,944		$ 5,703	$ 5,749
Alpha Consulting Group Acquisition [Member]
Business Combination [Line Items]
Cash and cash equivalents			$ 10
Accounts receivable			29
Prepaid and other			5
Intangible assets			95
Goodwill			242
Restricted cash, non-current			4
Assets Acquired			385
Current payables			77
Accrued salaries, commissions and benefits			3
Accrued expenses and other current liabilities			126
Deferred tax liabilities			33
Liabilities Assumed			239
Fair value of consideration transferred			$ 146

REVENUE RECOGNITION (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SCHEDULE OF CHANGES IN DEFERRED REVENUE

Changes in deferred revenue for the six months ended June 30, 2026 are as follows:

SCHEDULE OF CHANGES IN DEFERRED REVENUE

Balance at December 31, 2025	$	1,496
Revenue recognized that was included in balance at beginning of the year		(1,271	)
Deferred revenue, net, related to contracts entered into during the year		1,217
Balance at June 30, 2026	$	1,442

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

SCHEDULE OF CHANGES IN DEFERRED REVENUE

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

SCHEDULE OF DISAGGREGATE REVENUE

The following tables present our revenue disaggregated by major source for the three and six months ended June 30, 2026 and 2025, respectively:

SCHEDULE OF DISAGGREGATE REVENUE

	Three Months Ended June 30, 2026
	Building Solutions		Business Services		Energy Services		Total
Major Goods/Service Lines
Revenue from RPO Customers	$	-	$	17,079	$	-	$	17,079
Revenue from Contracting Customers		-		19,306		-		19,306
Revenue from Other Contracts with Customers		14,612		-		3,944		18,556
Total Revenues	$	14,612	$	36,385	$	3,944	$	54,941

Timing of Revenue Recognition
Services and goods transferred over time	$	-	$	25,375	$	2,395	$	27,770
Services and goods transferred at a point in time		14,612		11,010		1,549		27,171
Total Revenues	$	14,612	$	36,385	$	3,944	$	54,941

	Six Months Ended June 30, 2026
	Building Solutions		Business Services		Energy Services		Total
Major Goods/Service Lines
Revenue from RPO Customers	$	-	$	33,903	$	-	$	33,903
Revenue from Contracting Customers		-		37,487		-		37,487
Revenue from Other Contracts with Customers		26,210		-		7,402		33,612
Total Revenues	$	26,210	$	71,390	$	7,402	$	105,002

Timing of Revenue Recognition
Services and goods transferred over time	$	-	$	49,678	$	5,079	$	54,757
Services and goods transferred at a point in time		26,210		21,712		2,323		50,245
Total Revenues	$	26,210	$	71,390	$	7,402	$	105,002

	Three Months Ended June 30, 2025
		Business Services
Major Goods/Service Lines
Revenue from RPO Customers	$	17,428
Revenue from Contracting Customers		18,113
Total Revenues	$	35,541

Timing of Revenue Recognition
Services and goods transferred over time	$	25,535
Services and goods transferred at a point in time		10,006
Total Revenues	$	35,541

	Six Months Ended June 30, 2025
		Business Services
Major Goods/Service Lines
Revenue from RPO Customers	$	33,170
Revenue from Contracting Customers		34,237
Total Revenues	$	67,407

Timing of Revenue Recognition
Services and goods transferred over time	$	48,655
Services and goods transferred at a point in time		18,752
Total Revenues	$	67,407

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

SCHEDULE OF DISAGGREGATE REVENUE

	Year ended December 31, 2025
	Building Solutions		Business Services		Energy Services		Total
Major Goods/Service Lines
Revenue from RPO Customers	$	-	$	68,379	$	-	$	68,379
Revenue from Contracting Customers		-		71,273		-		71,273
Revenue from Other Contracts with Customers		27,578		-		4,929		32,507
Total Revenues	$	27,578	$	139,652	$	4,929	$	172,159

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

	Year ended December 31, 2024
	Business Services
Major Goods/Service Lines
Revenue from RPO Customers	$	67,993
Revenue from Contracting Customers		72,063
Total Revenues	$	140,056

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

SUBSEQUENT EVENTS

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 21 - SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring after June 30, 2026 through August 14, 2026, the date these condensed consolidated financial statements were issued, for potential recognition or disclosure in the accompanying condensed consolidated financial statements. Except as described below, the Company has determined that no other material subsequent events require recognition or disclosure.

Merger Agreement with Harte Hanks, Inc.

On August 14, 2026, the Company, Merger Sub - R, Inc., a wholly owned subsidiary of the Company (“HH Merger Sub”), and Harte Hanks, Inc. (“Harte Hanks”) entered into an Agreement and Plan of Merger (the “HH Merger Agreement”) providing for the merger of HH Merger Sub with and into Harte Hanks, with Harte Hanks surviving as a wholly owned subsidiary of the Company (the “HH Merger”).

Under the HH Merger Agreement, each share of Harte Hanks common stock (outstanding immediately prior to the effective time, other than shares held in treasury or owned by the Company or its HH Merger Sub, which will be cancelled without consideration), and each share underlying a Harte Hanks equity award entitled to consideration under the HH Merger Agreement, will be converted into the right to receive, at the holder’s election and subject to proration, either (i) $5.00 per share in cash, (ii) 0.5 shares of the Company’s Series A Preferred Stock, or (iii) a combination of the two. Aggregate cash consideration, including cash payable in lieu of fractional preferred shares, may not exceed $19.2 million. If cash elections exceed that amount, cash is allocated pro rata among cash-electing shares and the balance is paid in Series A Preferred Stock. All outstanding Harte Hanks restricted stock units that vest in connection with the Closing will be cancelled in exchange for the same merger consideration, and vested Harte Hanks stock options having a per share exercise price below the per share merger consideration will be cancelled in exchange for the excess of that consideration over the exercise price. Options with a per share exercise price at or above the per share merger consideration will be cancelled without payment.

Assuming the maximum cash consideration is elected and paid, aggregate consideration would consist of $19.2 million in cash and 1.92 million shares of Series A Preferred Stock. Consistent with the Company’s accounting for its acquisition of Star Operating Companies described in Note 5, consideration transferred will be measured at the acquisition-date fair value of the Series A Preferred Stock issued.

Completion of the HH Merger is subject to customary closing conditions, including approval of the HH Merger Agreement by Harte Hanks stockholders, effectiveness of a Registration Statement on Form S-4 to be filed by the Company with respect to the Series A Preferred Stock issuable in the HH Merger, receipt of specified third-party consents, and completion of debt financing sufficient to enable the Company to fund the cash portion of the merger consideration. The financing is expected to be provided by a drawdown on Harte Hanks’ existing $25 million asset-based revolving credit facility with Texas Capital Bank (with the drawdown not to exceed $15 million), under which $21.3 million was available as of June 30, 2026 after giving effect to outstanding letters of credit. Availability under that facility is limited by a borrowing base determined primarily by reference to cash and accounts receivable, and the facility contains covenants restricting mergers and acquisitions and the incurrence of indebtedness; accordingly, consummation of the financing will require the consent of, or an amendment from, the lender. In the event the lender fails to consent to provide all or a portion of the financing, the Company intends to seek alternative debt financing. Directors and executive officers of Harte Hanks have entered into voting and support agreements in favor of the HH Merger. There can be no assurance that the HH Merger will be completed on the terms described or at all.

The Company expects to account for the HH Merger as a business combination, with the Company as the accounting acquirer. Because the HH Merger had not been completed as of the date these condensed consolidated financial statements were issued, the Company has not completed its determination of the fair values of the assets to be acquired and liabilities to be assumed, and no purchase price allocation or pro forma financial information is presented. Entry into the HH Merger Agreement is a non-recognized subsequent event, and accordingly no amounts related to the HH Merger have been recorded in the condensed consolidated balance sheet as of June 30, 2026 or in the condensed consolidated statements of operations for the periods presented, other than transaction costs incurred through that date.

NOTE 23 - SUBSEQUENT EVENTS

On February 27, 2026, the Company completed a sale-leaseback transaction for its facility located at 101-107 Pasture Drive, Evanston, Wyoming (the “ADT Wyoming Property”). The property was sold to Custom Capital Strategies, Inc. (“Custom Capital”) for net cash proceeds of approximately $1.6 million after closing costs, withholding taxes, and security deposits. Following the closing, Custom Capital assigned its rights to acquire the property to its affiliate, Pasture Drive Holdings, LLC (the “ADT Wyoming Buyer”).

In connection with the transaction, ADT, the Company’s wholly owned subsidiary, entered into a single-tenant triple-net lease with the ADT Wyoming Buyer for the ADT Wyoming Property with an initial term of 20 years, with options to extend for up to four additional 5five-year periods. The lease provides for an initial monthly base rent of $12, with ADT responsible for property taxes, insurance, utilities, and other operating costs.

As of December 31, 2025, the ADT Wyoming Property had a carrying value of approximately $1.5 million. The Company expects to recognize a gain on the sale of approximately $0.1 million during the first quarter of 2026, which will be recorded in the consolidated statement of operations in that period. Additional information regarding this transaction is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2026.

SCHEDULE OF INCOME TAX CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Balance, beginning of year	$ 60	$ 60
Additions for tax positions of current years
Additions for tax positions of prior years
Reductions for tax positions of prior years
Expiration of applicable statutes of limitations
Balance, end of year	$ 60	$ 60

SCHEDULE OF BUSINESS COMBINATION INTANGIBLE ASSET ACQUIRED FINITE-LIVED (Details) - Star Operating Companies [Member] - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Business Combination [Line Items]
Revenue	$ 59,249	$ 104,039	$ 222,967	$ 193,415
Gross profit	24,888	44,422	93,995	81,207
Net income (loss)	$ 2,763	$ (169)	$ (6,589)	$ (17,248)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

SCHEDULE OF DEBT OUTSTANDING (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Short-Term Debt [Line Items]
Total Short-term Revolving Credit Facilities	$ 8,962	$ 8,473
Total Debt	$ 14,085	$ 14,529
Total Debt, Weighted-Average Interest Rate	7.77%	7.74%
Secured Debt [Member]
Short-Term Debt [Line Items]
Total Short-term debt, Weighted-Average Interest Rate	7.77%	7.70%
Total Short-term Debt	$ 8,962	$ 8,473
Long Term Debt, net of current portion	$ 5,123	$ 6,056
Long-Term Debt, Weighted Average Interest Rate, at Point in Time	7.78%	7.80%
Secured Debt [Member] \| Austin ADT Term Loan [Member]
Short-Term Debt [Line Items]
Total Short-term debt, Weighted-Average Interest Rate	9.25%	9.25%
Total Short-term Debt	$ 160	$ 160
Secured Debt [Member] \| Term Loan Secured By Mortgage [Member]
Short-Term Debt [Line Items]
Total Short-term debt, Weighted-Average Interest Rate	7.50%	7.50%
Total Short-term Debt	$ 354	$ 354
Secured Debt [Member] \| Bridgewater TT - Term Loan [Member]
Short-Term Debt [Line Items]
Total Short-term debt, Weighted-Average Interest Rate	7.85%	7.85%
Total Short-term Debt	$ 1,400	$ 1,400
Secured Debt [Member] \| Austin ADT Term Loan, Net of Current Portion [Member]
Short-Term Debt [Line Items]
Long Term Debt, net of current portion	$ 280	$ 359
Long-Term Debt, Weighted Average Interest Rate, at Point in Time	9.25%	9.25%
Secured Debt [Member] \| Term Loan Secured By Mortgage, Net of Current Portion [Member]
Short-Term Debt [Line Items]
Long Term Debt, net of current portion	$ 2,166	$ 2,320
Long-Term Debt, Weighted Average Interest Rate, at Point in Time	7.50%	7.50%
Secured Debt [Member] \| Bridgewater TT - Term Loan, Net of Current Portion [Member]
Short-Term Debt [Line Items]
Long Term Debt, net of current portion	$ 2,677	$ 3,377
Long-Term Debt, Weighted Average Interest Rate, at Point in Time	7.85%	7.85%
Revolving Credit Facility [Member] \| Line of Credit [Member]
Short-Term Debt [Line Items]
Total Short-term Revolving Credit Facilities	$ 7,048	$ 6,559
Total Short-term debt, Weighted-Average Interest Rate	7.74%	7.64%
Revolving Credit Facility [Member] \| Line of Credit [Member] \| Premier Loan Agreement [Member]
Short-Term Debt [Line Items]
Total Short-term Revolving Credit Facilities	$ 3,439	$ 3,969
Total Short-term debt, Weighted-Average Interest Rate	7.25%	7.25%
Revolving Credit Facility [Member] \| Line of Credit [Member] \| Austin Loan Agreement [Member]
Short-Term Debt [Line Items]
Total Short-term Revolving Credit Facilities	$ 1,457	$ 1,205
Total Short-term debt, Weighted-Average Interest Rate	9.25%	9.25%
Revolving Credit Facility [Member] \| Line of Credit [Member] \| NAB Loan Agreement [Member]
Short-Term Debt [Line Items]
Total Short-term Revolving Credit Facilities	$ 1,470	$ 1,385
Total Short-term debt, Weighted-Average Interest Rate	7.86%	7.36%
Revolving Credit Facility [Member] \| Line of Credit [Member] \| Keybank Loan Agreement [Member]
Short-Term Debt [Line Items]
Total Short-term Revolving Credit Facilities	$ 682
Total Short-term debt, Weighted-Average Interest Rate	6.68%

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2026	Mar. 31, 2026
Statement of Stockholders' Equity [Abstract]
Preferred stock dividend per share	$ 0.250	$ 0.250

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 6,834	$ 10,269	$ 17,011
Restricted cash, current	1,540	1,819	476
Investments in equity securities	4,262	3,767
Accounts receivable, less allowance for expected credit losses of $289 and $275, respectively	34,940	35,220	20,093
Inventories, net	6,954	6,988
Note receivable, current portion	236	256
Prepaid and other	3,059	4,168	2,560
Total current assets	57,825	62,487	40,140
Property and equipment, net of accumulated depreciation of $7,632 and $6,367, respectively	16,598	18,610	242
Operating lease right-of-use assets	13,718	11,675	1,024
Goodwill	5,899	5,944	5,703
Intangible assets, net of accumulated amortization of $5,117 and $4,795, respectively	1,355	1,688	2,491
Long-term investments	953	953
Notes receivable, net of current portion	8,948	8,629
Deferred tax assets, net	2,374	1,911	2,648
Restricted cash, non-current	551	1,322	180
Other assets	15	12	155
Total assets	108,236	113,231	52,583
Current liabilities:
Accounts payable	5,352	4,769	1,789
Accrued salaries, commissions, and benefits	7,734	7,526	4,306
Accrued expenses and other current liabilities	5,237	6,907	4,375
Short-term debt	8,962	8,473
Deferred revenue	1,442	1,496	129
Operating and finance lease obligations, current	729	655	623
Total current liabilities	29,456	29,826	11,222
Income tax payable	101	99	93
Operating lease obligations	13,383	11,235	441
Long-term debt, net of current portion	5,123	6,056
Other liabilities	376	308	399
Total liabilities	48,439	47,524	12,155
Commitments and contingencies
Stockholders’ equity:
Series A preferred stock, $0.001 par value; 10,000 shares authorized: 2,776 and 2,691 shares issued; 2,455 and 2,370 shares outstanding, respectively	3	3
Common stock, $0.001 par value, 20,000 shares authorized; 5,398 and 5,366 shares issued; 3,699 and 3,755 shares outstanding, respectively	5	5	4
Additional paid-in capital	530,922	530,136	494,209
Accumulated deficit	(441,575)	(435,934)	(430,017)
Accumulated other comprehensive loss, net of applicable tax	(1,528)	(1,364)	(2,717)
Treasury stock, at cost: 1,699 and 1,611 common shares, respectively, and 321 preferred shares for both periods	(28,030)	(27,139)	(21,051)
Total stockholders’ equity	59,797	65,707	40,428
Total liabilities and stockholders’ equity	$ 108,236	$ 113,231	$ 52,583

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Equity securities	$ 4,262	$ 3,767
Total	4,262	3,767
Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Equity securities	4,262	3,767
Total	4,262	3,767
Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Equity securities
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Equity securities
Total

Condensed Consolidated Statements of Other Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
Net loss	$ (1,848)	$ (688)	$ (5,641)	$ (2,444)	$ (5,917)	$ (4,770)
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of income taxes	(81)	1,124	(164)	1,548	1,353	(1,427)
Total other comprehensive (loss) income, net of income taxes	(81)	1,124	(164)	1,548	1,353	(1,427)
Comprehensive (loss) income	$ (1,929)	$ 436	$ (5,805)	$ (896)	$ (4,564)	$ (6,197)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Income taxes paid:
U.S. Federal			$ 95
State and local			163
Foreign
Total Foreign			1,637
Total income taxes paid	$ 581	$ 543	1,895	$ 455
AUSTRALIA
Foreign
Total Foreign			1,233
UNITED KINGDOM
Foreign
Total Foreign			233
INDIA
Foreign
Total Foreign			134
Other [Member]
Foreign
Total Foreign			$ 37

Fees Summary	Oct. 19, 2026 USD ($)
Fees Summary [Line Items]
Total Offering	$ 33,765,598.40
Previously Paid Amount	0.00
Total Fee Amount	2,937.61
Total Offset Amount	0.00
Net Fee	$ 2,937.61
Offering Table N/A
Offset Table N/A	N/A
Combined Prospectus Table N/A	N/A

SEGMENT AND GEOGRAPHIC DATA

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Segment Reporting [Abstract]

SEGMENT AND GEOGRAPHIC DATA

NOTE 17 - SEGMENT AND GEOGRAPHIC DATA

Segment Reporting

Corporate expenses are reported separately for the four reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). We have disclosed for each reportable segment the significant expense that is reviewed by CODM in the tables below with no additional significant expenses beyond those presented. Segment information is presented in accordance with ASC 280, “Segment Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant assets separated by segment for internal reporting purposes.

Our reportable segments are based upon our internal organizational structure, the manner in which our operations are managed, the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), to evaluate segment performance, the availability of separate financial information, and overall materiality considerations. Effective as of the acquisition of SOC on August 22, 2025, our business segments are organized into the following four reportable segments, reflecting the manner in which our CODM assesses performance and allocates resources:

1. Building Solutions

2. Business Services

3. Energy Services

4. Investments

Our reporting segments have been determined based on the nature of the products and services offered to customers or the nature of their function in the organization. We evaluate performance based on gross profit and operating income (loss). Our operating costs included in our shared service functions primarily consist of senior executive officers, finance, human resources, legal, and information technology. Star Equity shared service corporate costs have been separated from the reportable segments. Prior period presentation previously disclosed conforms to current year presentation.

Segment information for the three and six months ended June 30, 2026 and 2025, respectively, is as follows:

	Building Solutions			Business Services			Energy Services			Investments			Corporate and Intersegment eliminations			Total
For The Three Months Ended June 30, 2026
Revenues	$	14,612		$	36,385		$	3,944		$	158		$	(158	)	$	54,941
Cost of revenues		11,454			18,570			2,048			74			-			32,146
Gross profit ^(a)		3,158			17,815			1,896			84			(158	)		22,795
Salaries and related		(1,786	)		(14,369	)		(583	)		-			(1,229	)		(17,967	)
Office and general		(1,074	)		(2,032	)		(506	)		(157	)		(1,104	)		(4,873	)
Marketing and promotion		(11	)		(982	)		(8	)		-			-			(1,001	)
Operating expenses depreciation and amortization		(101	)		(213	)		-			-			(10	)		(324	)
Operating income / (loss)	$	186		$	219		$	799		$	(73	)	$	(2,501	)	$	(1,370	)

EBITDA (loss) ^(b)	$	23		$	72		$	1,102		$	(56	)	$	(1,785	)	$	(644	)
Total depreciation and amortization		(267	)		(213	)		(370	)		(74	)		(10	)		(934	)
Interest income / (expense), net		(140	)		(169	)		(49	)		217			141			-

Provision for income tax		-			(461	)		-			-			191			(270	)
Net income / (loss)	$	(384	)	$	(771	)	$	683		$	87		$	(1,463	)	$	(1,848	)
For The Six Months Ended June 30, 2026
Revenues	$	26,210		$	71,390		$	7,402		$	317		$	(317	)	$	105,002
Cost of revenues		21,411			36,129			3,963			149			-			61,652
Gross profit ^(a)		4,799			35,261			3,439			168			(317	)		43,350
Salaries and related		(3,378	)		(29,461	)		(1,266	)		-			(2,602	)		(36,707	)
Office and general		(2,241	)		(4,161	)		(884	)		(249	)		(1,935	)		(9,470	)
Marketing and promotion		(23	)		(1,879	)		(21	)		-			-			(1,923	)
Operating expenses depreciation and amortization		(191	)		(405	)		(19	)		-			(20	)		(635	)
Operating income / (loss)	$	(1,034	)	$	(645	)	$	1,249		$	(81	)	$	(4,874	)	$	(5,385	)

EBITDA (loss) ^(b)	$	(1,331	)	$	(943	)	$	1,950		$	(9	)	$	(3,415	)	$	(3,748	)
Total depreciation and amortization		(531	)		(405	)		(771	)		(149	)		(20	)		(1,876	)
Interest income / (expense), net		(266	)		(327	)		(92	)		390			282			(13	)

Provision for income tax		-			305			-			-			(309	)		(4	)
Net income / (loss)	$	(2,128	)	$	(1,370	)	$	1,087		$	232		$	(3,462	)	$	(5,641	)

As of June 30, 2026
Accounts receivable, net	$	7,940		$	22,000		$	4,971		$	-		$	29		$	34,940
Long-lived assets, net of accumulated depreciation and amortization (c)	$	4,257		$	7,597		$	5,409		$	6,437		$	152		$	23,852
Total assets	$	32,401		$	41,525		$	14,220		$	21,099		$	(1,009	)	$	108,236

	Business Services			Corporate and Intersegment eliminations			Total
For The Three Months Ended June 30, 2025
Revenues	$	35,541		$	-		$	35,541
Cost of revenues		16,906			-			16,906
Gross profit (a)		18,635			-			18,635
Salaries and related		(14,460	)		(377	)		(14,837	)
Office and general		(1,646	)		(1,147	)		(2,793	)
Marketing and promotion		(971	)		-			(971	)
Operating expenses depreciation and amortization		(243	)		(2	)		(245	)
Operating income (loss)	$	1,315		$	(1,526	)	$	(211	)

EBITDA (loss) (b)	$	954		$	(1,106	)	$	(152	)
Depreciation and amortization		(243	)		(2	)		(245	)
Interest income (expense), net		(157	)		211			54

Provision for income taxes		(372	)		27			(345	)
Net income (loss)	$	182		$	(870	)	$	(688	)
For The Six Months Ended June 30, 2025
Revenues	$	67,407		$	-		$	67,407
Cost of revenues		32,374			-			32,374
Gross profit (a)		35,033			-			35,033
Salaries and related		(28,354	)		(828	)		(29,182	)
Office and general		(3,284	)		(2,073	)		(5,357	)
Marketing and promotion		(1,901	)		-			(1,901	)
Operating expenses depreciation and amortization		(523	)		(5	)		(528	)
Operating income (loss)	$	971		$	(2,906	)	$	(1,935	)

EBITDA (loss) (b)	$	458		$	(2,122	)	$	(1,664	)
Total depreciation and amortization		(523	)		(5	)		(528	)
Interest income (expense), net		(278	)		403			125

Provision for income taxes		(448	)		71			(377	)
Net loss	$	(791	)	$	(1,653	)	$	(2,444	)

As of December 31, 2025	Building Solutions		Business Services		Energy Services		Investments		Corporate and Intersegment eliminations		Total
Accounts receivable, net	$	8,671	$	22,398	$	4,045	$	-	$	106	$	35,220
Long-lived assets, net of accumulated depreciation and amortization ^(c)	$	4,320	$	7,934	$	7,235	$	6,586	$	167	$	26,242
Total assets	$	34,105	$	43,418	$	12,526	$	21,689	$	1,493	$	113,231

(a)	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.

(b)	SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation, and amortization. EBITDA is presented to provide additional information to investors 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 this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

(c)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

Geographic Data Reporting

A summary of revenues for the three and six months ended June 30, 2026 and 2025 and net assets by geographic area as of June 30, 2026 and December 31, 2025, were as follows:

	Australia		United States		United Kingdom		Other		Total
For The Three Months Ended June 30, 2026
Revenue ^(a)	$	18,079	$	25,846	$	5,424	$	5,592	$	54,941
For The Three Months Ended June 30, 2025
Revenue ^(a)	$	16,832	$	6,739	$	6,211	$	5,759	$	35,541
For The Six Months Ended June 30, 2026
Revenue ^(a)	$	35,505	$	48,263	$	10,223	$	11,011	$	105,002
For The Six Months Ended June 30, 2025
Revenue ^(a)	$	31,694	$	13,249	$	11,505	$	10,959	$	67,407
As of June 30, 2026
Long-lived assets, net of accumulated depreciation and amortization ^(b)	$	46	$	21,814	$	50	$	1,942	$	23,852
Net assets	$	2,046	$	43,386	$	2,074	$	12,291	$	59,797
As of December 31, 2025
Long-lived assets, net of accumulated depreciation and amortization ^(b)	$	32	$	24,160	$	35	$	2,015	$	26,242
Net assets	$	3,855	$	47,524	$	1,475	$	12,853	$	65,707

(a)	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

NOTE 17 - SEGMENT AND GEOGRAPHIC DATA

Segment Reporting

Our reportable segments are based upon our internal organizational structure, the manner in which our operations are managed, the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), to evaluate segment performance, the availability of separate financial information, and overall materiality considerations. Effective as of the acquisition of SOC on August 21, 2025, our businesses are organized into the following four reportable segments, reflecting the manner in which our CODM assesses performance and allocates resources:

1.Building Solutions

2.Business Services

3.Energy Services

4.Investments

Our reporting segments have been determined based on the nature of the products and services offered to customers or the nature of their function in the organization. We evaluate performance based on gross profit and operating income (loss). The Company also evaluates the performance of its reportable segments using a Non-GAAP EBITDA metric, which is defined as earnings before interest, income taxes, depreciation, and amortization. In addition, certain corporate-related costs are not allocated to the segments. Our operating costs included in our shared service functions primarily consist of senior executive officers, finance, human resources, legal, and information technology. Star Equity shared service corporate costs have been separated from the reportable segments. Prior period amounts have been reclassified to conform to current year presentation.

Segment information for the year ended December 31, 2025 and 2024, respectively, is as follows:

	Building Solutions			Business Services			Energy Services			Investments			Corporate and Intersegment Eliminations			Total

For the Year Ended December 31, 2025
Revenues	$	27,578		$	139,652		$	4,929		$	212		$	(212	)	$	172,159
Cost of revenues		21,303			67,879			3,001			107			-			92,290
Gross profit (a)		6,275			71,773			1,928			105			(212	)		79,869
Salaries and related		(2,494	)		(57,995	)		(879	)		-			(2,177	)		(63,545	)
Office and general		(1,592	)		(6,917	)		(579	)		(119	)		(5,636	)		(14,843	)
Marketing and promotion		(26	)		(3,905	)		(13	)		-			(13	)		(3,957	)
Operating expenses depreciation and amortization		(135	)		(1,028	)		(27	)		-			(22	)		(1,212	)
Operating income (loss)	$	2,028		$	1,928		$	430		$	(14	)	$	(8,060	)	$	(3,688	)

EBITDA (loss), unaudited (b)	$	2,439		$	1,385		$	1,016		$	(16	)	$	(6,862	)	$	(2,038	)
Total depreciation and amortization		(361	)		(1,028	)		(560	)		(107	)		(22	)		(2,078	)
Interest income (expense), net		(212	)		(510	)		(99	)		283			798			260
Provision for income tax		-			(1,999	)		-			-			(62	)		(2,061	)
Net income (loss)	$	1,866		$	(2,152	)	$	357		$	160		$	(6,148	)	$	(5,917	)

As of December 31, 2025
Accounts receivable, net	$	8,671		$	22,398		$	4,045		$	-		$	106		$	35,220
Long-lived assets, net of accumulated depreciation and amortization (c)	$	4,320		$	7,934		$	7,235		$	6,586		$	167		$	26,242
Total assets	$	34,105		$	43,418		$	12,526		$	21,689		$	1,493		$	113,231

	Business Services			Corporate and Intersegment Eliminations			Total
For the Year Ended December 31, 2024
Revenues	$	140,056		$	-		$	140,056
Cost of revenues		69,904			-			69,904
Gross profit (a)		70,152			-			70,152
Salaries and related		(56,943	)		(1,366	)		(58,309	)
Office and general		(7,295	)		(3,408	)		(10,703	)
Marketing and promotion		(3,584	)		(4	)		(3,588	)
Operating expenses depreciation and amortization		(1,350	)		(11	)		(1,361	)
Operating income (loss)	$	980		$	(4,789	)	$	(3,809	)

EBITDA (loss) (b)	$	1,119		$	(3,588	)	$	(2,469	)
Total depreciation and amortization		(1,350	)		(11	)		(1,361	)
Interest income (expense), net		(520	)		880			360
Provision for incomes taxes		(1,242	)		(58	)		(1,300	)
Net loss	$	(1,993	)	$	(2,777	)	$	(4,770	)

As of December 31, 2024
Accounts receivable, net	$	20,093		$	-		$	20,093
Long-lived assets, net of accumulated depreciation and amortization (c)	$	8,410		$	26		$	8,436
Total assets	$	45,273		$	7,310		$	52,583

(a)	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations.

(b)	SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors 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 this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.

(c)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

Geographic Data Reporting

A summary of revenues for the year ended December 31, 2025 and 2024 and net assets by geographic area as of December 31, 2025 and 2024, were as follows:

	Australia		United States		United Kingdom		Other		Total
For the Year Ended December 31, 2025
Revenue (a)	$	68,839	$	60,504	$	21,100	$	21,716	$	172,159
For the Year Ended December 31, 2024
Revenue (a)	$	70,674	$	26,577	$	22,900	$	19,905	$	140,056
As of December 31, 2025
Long-lived assets, net of accumulated depreciation and amortization (b)	$	32	$	24,160	$	35	$	2,015	$	26,242
Net assets	$	3,855	$	47,524	$	1,475	$	12,853	$	65,707
As of December 31, 2024
Long-lived assets, net of accumulated depreciation and amortization (b)	$	20	$	6,667	$	16	$	1,733	$	8,436
Net assets	$	7,788	$	17,066	$	3,076	$	12,498	$	40,428

(a)	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.

(b)	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

- Definition

The entire disclosure for segment reporting.

+ References

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+ Details

PERPETUAL PREFERRED STOCK

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Equity [Abstract]

PERPETUAL PREFERRED STOCK

NOTE 15 - PERPETUAL PREFERRED STOCK

Holders of shares of our Series A Preferred Stock are entitled to receive, when, as, and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10% per annum of the liquidation preference of $10 per share. Dividends are payable quarterly, in arrears, by the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. The Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for 6 or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank would be entitled to vote separately as a class for the election of two additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. The Series A Preferred Stock is not subject to redemption by the Company.

On February 13, 2026, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s 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. On May 15, 2026, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s Preferred Stock of $0.25 per share. The record date for this dividend was June 1, 2026, and the payment date was June 10, 2026. As of June 30, 2026, we are current on our preferred dividend payments.

On May 18, 2026, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) under which the Company may offer and sell, from time to time, shares of its 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Sales of Series A Preferred Stock under the Sales Agreement, if any, are made by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market.

During the three months ended June 30, 2026, the Company sold 82,764 shares of Series A Preferred Stock under the Sales Agreement at a weighted average price of $9.86 per share, for gross proceeds of approximately $816. After deducting commissions and fees of approximately $25, the Company received net proceeds of approximately $790.

NOTE 15 - PERPETUAL PREFERRED STOCK

Upon the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, we issued 2,690,637 shares of our Series A Preferred Stock. Holders of shares of our Series A Preferred Stock are entitled to receive, when, as, and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10% per annum of the liquidation preference of $10 per share. Dividends are payable quarterly, in arrears, by the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. The Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for 6 or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank would be entitled to vote separately as a class for the election of 2 additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. The Series A Preferred Stock is not subject to redemption by the Company.

On August 22, 2025, we announced that our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $0.025 per share for an aggregate amount of approximately $67. The record date for this dividend was September 1, 2025, and the payment date was September 10, 2025. On November 14, 2025, we announced that our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $0.25 per share for an aggregate amount of approximately $673. The record date for this dividend was December 1, 2025, and the payment date was December 10, 2025. As of December 31, 2025, we are current on our preferred dividend payments.

On February 13, 2026, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s Preferred Stock of $0.25 per share, which represents a subsequent event occurring after the balance sheet date and is not reflected as a liability as of December 31, 2025. The record date for this dividend is March 1, 2026, and the payment date is March 10, 2026.

INCOME TAXES

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 7 - INCOME TAXES

Income Tax Provision

Under ASC 270, “Interim Reporting”, and ASC 740-270, “Income Taxes - Interim Reporting”, the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

Effective Tax Rate

The provision for income taxes for the six months ended June 30, 2026 was $4 on a pre-tax loss of $5,637, compared to a provision for income taxes of $377 on pre-tax loss of $2,067 for the same period in 2025. The Company’s effective income tax rate (“ETR”) was negative 0.08% and negative 18% for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the six months ended June 30, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.

Uncertain Tax Positions

As of both June 30, 2026 and December 31, 2025, the Company had $60, respectively, of unrecognized tax benefits, excluding interest and penalties, which, if recognized in the future, would lower the Company’s effective income tax rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of June 30, 2026 and December 31, 2025, the Company had $41 and $39, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses (“NOLs”) remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of June 30, 2026, the Company’s open tax years, which remain subject to examination by the relevant tax authorities, are between 2016 and 2026 depending on the jurisdiction.

The Company believes that its unrecognized tax benefits as of June 30, 2026 are appropriately reflected for all years subject to examination above.

Net Operating Losses (“NOLs”), Capital Losses, and Valuation Allowance

The Company recorded a valuation allowance against all of our consolidated US deferred tax assets for NOLs and Capital Losses as of June 30, 2026 and December 31, 2025. We intend to continue maintaining a full valuation allowance on our deferred tax assets for NOLs until there is sufficient evidence to support the reversal of all or some portion of these allowances in the future.

NOTE 7 - INCOME TAXES

Income Tax Provision

The domestic and foreign components of net income before provision for income taxes is as follows:

	2025			2024
	Year ended December 31,
	2025			2024
Domestic	$	(3,725	)	$	(31,531	)
Foreign		(131	)		28,061
(Loss) income before provision for income taxes	$	(3,856	)	$	(3,470	)

The components of the provision for (benefit from) income taxes are as follows:

	2025		2024
	Year ended December 31,
	2025		2024
Current tax provision (benefit):
U.S. Federal	$	-	$	-
State and local		31		(15	)
Foreign		1,088		783
Total current provision for (benefit from) income taxes		1,119		768
Deferred tax provision (benefit):
U.S. Federal		-		-
State and local		-		-
Foreign		942		532
Total deferred provision (benefit) from income taxes		942		532
Total provision for income taxes	$	2,061	$	1,300

Other [Member]	Year ended December 31,
	2025
Income taxes paid:
U.S. Federal	$	95
State and local		163
Foreign
Australia		1,233
U.K.		233
India		134
Other		37
Total Foreign		1,637
Total income taxes paid	$	1,895

Tax Rate Reconciliation

The effective tax rate (“ETR”) for the year ended December 31, 2025 was negative 53.4%, compared to negative 37.5% for 2024. For the year ended December 31, 2025, the effective tax rates differed from the U.S. federal statutory rate of 21% primarily due to pre-tax losses for which no tax benefit can be recognized, changes in valuation allowances in the U.S. and certain foreign jurisdictions that reduce or eliminate the ETR on current year profits or losses, foreign tax rate differences, and non-deductible expenses. For the year ended December 31, 2024, the effective tax rates differed from the U.S. federal statutory rate of 21% primarily due to pre-tax losses for which no tax benefit can be recognized, changes in valuation allowances in the U.S., China, and certain foreign jurisdictions that reduce or eliminate the ETR on current year profits or losses, foreign tax rate differences, and non-deductible expenses. The current year ETR differs significantly from the prior year ETR primarily due to the interaction of similar rate reconciliation items, including change in valuation allowance, combined with a shift in the geographic mix of earnings toward higher-tax jurisdictions, including Australia.

The following is a reconciliation of the effective tax rate for the year ended December 31, 2025 to the U.S. federal statutory rate of 21%:


	Year ended December 31, 2025
	Amount			Percent
US federal statutory income tax rate	$	(810	)		21.0	%
Domestic federal
Nontaxable and nondeductible items
Nondeductible employee compensation		151			(3.9	)%
Nondeductible professional fees		471			(12.2	)%
Nondeductible share based compensation		376			(9.7	)%
Other		149			(3.9	)%
Changes in valuation allowance		(9,188	)		238.2	%
Operating losses expired		8,833			(229.0	)%
Domestic state and local income taxes, net of federal effect¹		32			(0.8	)%
Foreign tax effects
United Arab Emirates
Changes in valuation allowance		329			(8.5	)%
Australia
Statutory income tax rate differential		385			(10.0	)%
Noncreditable withholding tax		41			(1.1	)%
United Kingdom
Deferred investment impairment true-up and NOL carryback		1,111			(28.8	)%
Other		13			(0.3	)%
Other foreign jurisdictions		162			(4.2	)%
Statutory income tax rate differential / Other foreign jurisdictions		162			(4.2	)%
Worldwide changes in unrecognized tax benefits		6			(0.2	)%
Uncertain tax positions
Prior period adjustments
Permanent differences and other
Provision for income taxes	$	2,061			(53.4	)%

State and local income taxes in Pennsylvania and Texas comprise the majority of the domestic state and local income taxes, net of federal effect category.

The following is a reconciliation of the effective tax rate for the year ended December 31, 2024 to the U.S. federal statutory rate of 21%:

	Year ended December 31,
	2024
Provision at federal statutory rates	$	(729	)
State income taxes, net of federal benefit		1,133
Domestic state and local income taxes, net of federal effect		1,133
Change in valuation allowance		6,817
Taxes related to foreign income		(1,506	)
Statutory income tax rate differential / Other foreign jurisdictions		(1,506	)
Non-deductible expenses		(4,943	)
Other / Non-deductible expenses		(4,943	)
Uncertain tax positions		6
Prior period adjustments		395
Permanent differences and other		127
Provision for income taxes	$	1,300

Deferred Taxes Assets (Liabilities)

	2025			2024
	As of December 31,
	2025			2024
Deferred tax assets (liabilities):
Allowance for expected credit losses	$	89		$	108
Property and equipment		(7,383	)		(170	)
Goodwill and intangibles		4,863			714
Accrued compensation		1,417			1,786
Accrued liabilities and other		4,607			29
Loss carryforwards		65,855			73,672
Deferred tax assets before valuation allowance		69,448			76,139
Valuation allowance		(67,537	)		(73,491	)
Deferred tax assets, net of valuation allowance	$	1,911		$	2,648

As a result of the enactment of the Tax Act, the Company has provided tax on GILTI, and therefore, future repatriations of previously unremitted foreign earnings are expected to either be exempt from U.S. taxation or offset by net operating losses (“NOLs”). The Company has not provided any withholding tax with respect to unremitted foreign earnings at December 31, 2025 and December 31, 2024.

On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions, was signed into law in the United States. The OBBB Act did not have a material impact on our annual effective tax rate in 2025 and we do not expect it to have a material impact in 2026.

Net Operating Losses (“NOLs”), Capital Losses, and Valuation Allowance

At December 31, 2025, the Company had losses for U.S. federal and state tax purposes of approximately $239,961 consisting of U.S. federal and state NOLs incurred through December 31, 2025 of $215,405 and U.S. federal and state capital losses of $24,556 as a result of the HEBV liquidation. U.S. federal NOLs incurred through December 31, 2017 expire at various dates through 2037 with $22,867 scheduled to expire during 2025. U.S. federal and State NOLs incurred in or after 2018 have an indefinite carryforward period, which can be offset by 80% of future taxable income in any given year. U.S. federal and state capital losses incurred in 2024 will expire after five years during 2029.

The Company’s utilization of U.S. NOLs is subject to an annual limitation imposed by Section 382 of the Internal Revenue Code (“IRC”), which may limit our ability to utilize all the existing NOLs before the expiration dates.

Based upon IRC Section 382 studies prepared by the Company, Section 382 ownership changes have occurred that will result in $224,124 of the Company’s federal and state NOLs generated through December 2006 and recognized built-in losses during the 5five-year period after December 2006 being subject to IRC Section 382 limitations. As a result of IRC Section 382 limitations, $22,131 of the $224,124 NOLs that are limited are expected to expire prior to utilization specifically as a result of the IRC Section 382 cumulative annual limitations.

In addition, based upon an IRC Section 382 study prepared by Star Operating Companies Inc (SOC), a Section 382 ownership change occurred due to the merger which will result in $82,338 of SOC’s federal and State NOLs generated through August 2025 and recognized built-in losses during the 5five-year period after August 2025 being subject to IRC Section 382 limitations. As a result of IRC Section 382 limitations, $68,350 of the $82,338 that are limited are expected to expire prior to utilization specifically as a result of the IRC Section 382 cumulative annual limitations.

Accordingly, the U.S. federal and state NOLs of $239,961, as indicated above, excluded the $90,481 of tax losses expected to expire prior to utilization due to IRC Section 382 cumulative annual limitations and the deferred tax asset for loss carryforwards of $61,759 also excluded $23,428 of related tax benefits.

As of December 31, 2025, certain international subsidiaries had NOLs for local tax purposes of $19,588. With the exception of $14,504 of NOLs with an indefinite carry forward period as of December 31, 2025, these losses will expire at various dates through 2026 to 2045, with $4 scheduled to expire during 2026. The deferred tax recognized for NOLs are presented net of unrecognized tax benefits, where applicable.

ASC 740-10-30-5 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In making this assessment, management considers the level of historical taxable income, scheduled reversals of deferred tax liabilities, tax planning strategies, and projected future taxable income. As of December 31, 2025, $63,090 of the valuation allowance relates to the deferred tax asset was comprised of NOLs for U.S. capital losses of $5,984, U.S. federal and state NOLs of $55,775, and foreign NOLs of $1,331, that management has determined will more likely than not expire prior to realization. The remaining valuation allowance of $4,447 relates to deferred tax assets on U.S. and foreign temporary differences that management estimates will not be realized due to the Company’s U.S. and foreign tax losses.

Uncertain Tax Positions

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties is as follows:

SCHEDULE OF INCOME TAX CONTINGENCIES

	2025		2024
Balance, beginning of year	$	60	$	60
Additions for tax positions of current years		-		-
Additions for tax positions of prior years		-		-
Reductions for tax positions of prior years		-		-
Expiration of applicable statutes of limitations		-		-
Balance, end of year	$	60	$	60

The total amount of state and local and foreign unrecognized tax benefits that, if recognized, would affect the effective tax rate was $60 as of both December 31, 2025 and December 31, 2024, exclusive of interest and penalties.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of December 31, 2025 and December 31, 2024, the Company had $39 and $33, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with NOLs remain open until such losses expire or the statutes of limitations for those years when the NOLs are used or expire. As of December 31, 2025, the Company’s open tax years which remain subject to examination by the relevant tax authorities, are between 2015 and 2025, depending on the jurisdiction.

The Company believes that its unrecognized tax benefits as of December 31, 2025 are appropriately recorded for all years subject to examination above.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCKHOLDER RIGHTS PLAN

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Stockholder Rights Plan

STOCKHOLDER RIGHTS PLAN

NOTE 16 - STOCKHOLDER RIGHTS PLAN

On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. The Board of Directors has taken further action to amend the Original Rights Agreement, as amended by the First Amendment, to extend the expiration of the Rights Agreement to October 15, 2027, as contemplated in the Second Amendment to Rights Agreement (the “Second Amendment”). The Second Amendment was approved by the Board on June 13, 2024, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2024 Annual Meeting of Stockholders held on July 31, 2024.

The Company also has a provision in its Amended and Restated Certificate of Incorporation which generally prohibits transfers of its common stock that could result in an ownership change.

Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.

The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised.

The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.

Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above.

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

The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price.

The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock.

Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.

NOTE 16 - STOCKHOLDER RIGHTS PLAN

In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised.

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

The Company also has a provision in its Amended and Restated Certificate of Incorporation which generally prohibits transfers of its common stock that could result in an ownership change.

SCHEDULE OF LOSS PER SHARE, BASIC AND DILUTED (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

Loss per share attributable to common shareholders (“EPS”):

Basic

$ (0.66)

$ (0.23)

$ (1.84)

$ (0.82)

$ (2.08)

$ (1.59)

Diluted

$ (0.66)

$ (0.23)

$ (1.84)

$ (0.82)

$ (2.08)

$ (1.59)

Net loss attributable to common shareholders basic

$ (2,451)

$ (688)

$ (6,836)

$ (2,444)

$ (6,657)

$ (4,770)

Net loss attributable to common shareholders diluted

$ (2,451)

$ (688)

$ (6,836)

$ (2,444)

$ (6,657)

$ (4,770)

EPS denominator (in thousands):

Weighted average common stock outstanding - basic

3,704

2,995

3,724

2,990

3,198

3,000

Common stock equivalents: restricted stock units and restricted shares of common stock

^[1]

^[2]

Weighted average number of common stock outstanding - diluted

3,704

2,995

3,724

2,990

3,198

3,000

[1]

[2]

The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 7 to the Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S50
-Paragraph 3
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3A
-Subparagraph (24)(d)
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (SAB Topic 6.B)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

Revenues:

Total revenues

$ 54,941

^[1]

$ 35,541

^[1]

$ 105,002

^[1]

$ 67,407

^[1]

$ 172,159

^[2]

$ 140,056

^[2]

Cost of revenues:

Total cost of revenues

32,146

16,906

61,652

32,374

92,290

69,904

Gross profit

22,795

^[3]

18,635

^[3]

43,350

^[3]

35,033

^[3]

79,869

^[4]

70,152

^[4]

Operating expenses:

Salaries and related

17,967

14,837

36,707

29,182

63,545

58,309

Office and general

4,873

2,793

9,470

5,357

14,843

10,703

Marketing and promotion

1,001

971

1,923

1,901

3,957

3,588

Depreciation and amortization

324

245

635

528

1,212

1,361

Total operating expenses

24,165

18,846

48,735

36,968

83,557

73,961

Operating loss

(1,370)

(211)

(5,385)

(1,935)

(3,688)

(3,809)

Non-operating income (expense):

Interest income (expense), net

(13)

125

260

360

Other (expense) income, net

(208)

(186)

(239)

(257)

(428)

(21)

Loss before income taxes

(1,578)

(343)

(5,637)

(2,067)

(3,856)

(3,470)

Provision for income taxes

270

345

377

2,061

1,300

Net loss

(1,848)

(688)

(5,641)

(2,444)

(5,917)

(4,770)

Dividend on Series A Perpetual preferred stock

(603)

(1,195)

(740)

Net loss attributable to common shareholders

$ (2,451)

$ (688)

$ (6,836)

$ (2,444)

$ (6,657)

$ (4,770)

Loss per share:

Basic

$ (0.50)

$ (0.23)

$ (1.51)

$ (0.82)

$ (1.85)

$ (1.59)

Diluted

(0.50)

(0.23)

(1.51)

(0.82)

(1.85)

(1.59)

Loss per share attributable to common shareholders:

Basic

(0.66)

(0.23)

(1.84)

(0.82)

(2.08)

(1.59)

Diluted

$ (0.66)

$ (0.23)

$ (1.84)

$ (0.82)

$ (2.08)

$ (1.59)

Weighted-average shares outstanding:

Basic

3,704

2,995

3,724

2,990

3,198

3,000

Diluted

3,704

2,995

3,724

2,990

3,198

3,000

Dividends declared per share of Series A Perpetual preferred stock

$ 0.25

$ 0.50

$ 0.275

Building Solutions [Member]

Revenues:

Total revenues

$ 14,612

$ 26,210

$ 27,578

Cost of revenues:

Total cost of revenues

11,454

21,411

21,303

Business Services [Member]

Revenues:

Total revenues

36,385

35,541

71,390

67,407

139,652

140,056

Cost of revenues:

Total cost of revenues

18,570

16,906

36,129

32,374

67,879

69,904

Energy Services [Member]

Revenues:

Total revenues

3,944

7,402

4,929

Cost of revenues:

Total cost of revenues

2,048

3,963

3,001

Real Estate [Member]

Revenues:

Total revenues

Cost of revenues:

Total cost of revenues

$ 74

$ 149

$ 107

[1]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[2]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[3]	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.
[4]	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations.

SCHEDULE OF ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Mar. 31, 2026	Dec. 31, 2025	Jun. 30, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Credit Loss [Abstract]
Billed receivables	$ 31,187		$ 28,535			$ 14,559
Unbilled receivables	4,042		6,960			5,925
Accounts Receivable, Gross	35,229		35,495			20,484
Allowance for expected credit losses	(289)	$ (310)	(275)	$ (205)	$ (227)	(391)	$ (378)
Accounts Receivable, Net	$ 34,940		$ 35,220			$ 20,093

SCHEDULE OF AMORTIZATION INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Intangible Asset, Finite-Lived [Line Items]
Beginning balance		$ 1,688	$ 2,491	$ 3,628
Acquisition			95
Amortization	$ (170)	(329)	(901)	(1,126)
Translation and Other		(4)	3	(11)
Ending balance	1,355	1,355	1,688	2,491
Noncompete Agreements [Member]
Intangible Asset, Finite-Lived [Line Items]
Beginning balance		14	29	49
Acquisition			2
Amortization		(1)	(18)	(18)
Translation and Other		2	1	(2)
Ending balance	15	15	14	29
Trade Names [Member]
Intangible Asset, Finite-Lived [Line Items]
Beginning balance		729	903	1,123
Acquisition			27
Amortization		(74)	(203)	(216)
Translation and Other		(3)	2	(4)
Ending balance	652	652	729	903
Customer Lists [Member]
Intangible Asset, Finite-Lived [Line Items]
Beginning balance		945	1,553	2,267
Acquisition			66
Amortization		(254)	(674)	(709)
Translation and Other		(3)		(5)
Ending balance	688	688	945	1,553
Developed Technology Rights [Member]
Intangible Asset, Finite-Lived [Line Items]
Beginning balance			6	189
Acquisition
Amortization			(6)	(183)
Translation and Other
Ending balance				$ 6

- Definition

Amount of amortization expense for finite-lived intangible asset. Excludes goodwill and capitalized cost for software to be sold, leased, or marketed.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479876/805-20-55-14

Reference 36: http://www.xbrl.org/2003/role/exampleRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 40
-SubTopic 30
-Topic 350
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482640/350-30-55-40

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482686/350-30-45-1

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483154/926-20-50-5

+ Details

VALUATION RESERVES

12 Months Ended

Dec. 31, 2025

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

VALUATION RESERVES

NOTE 22 - VALUATION RESERVES

The following table summarizes the activity in our valuation accounts during the fiscal years ended December 31, 2025 and 2024.

SCHEDULE OF VALUATION ALLOWANCE

	Balance at		Charged to					Balance at
	Beginning		Costs and		Deductions			End
(in thousands)	of Period		Expenses		and Other			of Period
Year Ended December 31, 2025
Allowance for Expected Credit Losses	$	391	$	103	$	(219	)	$	275
Deferred tax assets-valuation allowance	$	73,491	$	463	$	(6,417	)	$	67,537

Year Ended December 31, 2024
Allowance for Expected Credit Losses	$	378	$	24	$	(11	)	$	391
Deferred tax assets-valuation allowance	$	183,453	$	456	$	(110,418	)	$	73,491

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Current tax provision (benefit):
U.S. Federal
State and local					31	(15)
Foreign					1,088	783
Total current provision for (benefit from) income taxes					1,119	768
Deferred tax provision (benefit):
U.S. Federal
State and local
Foreign					942	532
Total deferred provision (benefit) from income taxes			$ (494)	$ (166)	942	532
Total provision for income taxes	$ 270	$ 345	$ 4	$ 377	$ 2,061	$ 1,300

SCHEDULE OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance at beginning	$ 1,496	$ 129
Revenue recognized that was included in balance at beginning of the year	(1,271)	(129)
Deferred revenue, net, assumed from the acquisition of Star Operating Companies		3,609
Deferred revenue, net, related to contracts entered into during the year	1,217	(2,113)
Balance at ending	$ 1,442	$ 1,496

SCHEDULE OF LONG TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Total	$ 953	$ 953
Catalyst [Member]
Investment using cost method	$ 953	$ 953

SCHEDULE OF FAIR VALUE OF INSTRUMENT VESTED (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of restricted stock units vested	$ 1,112	$ 1,693

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SCHEDULE OF VALUATION ALLOWANCE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SEC Schedule, 12-09, Allowance, Credit Loss [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 391	$ 378
Charge to Cost and Expense	103	24
Deductions and Other	(219)	(11)
Balance at End of Period	275	391
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	73,491	183,453
Charge to Cost and Expense	463	456
Deductions and Other	(6,417)	(110,418)
Balance at End of Period	$ 67,537	$ 73,491

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 09
-Paragraph Column B
-Publisher SEC

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 09
-Paragraph Column C
-Subparagraph (2)
-Publisher SEC

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 09
-Paragraph Column C
-Subparagraph (1)
-Publisher SEC

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 09
-Paragraph Column D
-Publisher SEC

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 09
-Paragraph Column E
-Publisher SEC

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SX 210.12-09(Column C)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SX 210.12-09(Column C)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-4

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SX 210.12-09(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-4

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SX 210.12-09(Column D))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SX 210.12-09(Column E))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-4

+ Details

LEASES (Details Narrative) - USD ($) $ in Thousands			6 Months Ended	12 Months Ended
LEASES (Details Narrative) - USD ($) $ in Thousands	Mar. 27, 2026	Feb. 27, 2026	Jun. 30, 2026	Dec. 31, 2025
Option to terminate period (in years)			1 year	1 year
Gain (loss) on disposition of property plant equipment			$ 37
Proceeds from sale of property, plant, and equipment			3,211
Property plant and equipment carrying value disposed			$ 3,174
WYOMING
Payments to acquire real estate		$ 1,700
TEXAS
Proceeds from sale of real estate	$ 1,100
UTAH
Proceeds from sale of real estate	$ 600
Minimum [Member]
Remaining lease term (in years)			1 year	1 year
Maximum [Member]
Remaining lease term (in years)			20 years	20 years

SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2026

Mar. 31, 2026

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2026

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

Segment Reporting [Line Items]

Revenues

$ 54,941

^[1]

$ 35,541

^[1]

$ 105,002

^[1]

$ 67,407

^[1]

$ 172,159

^[2]

$ 140,056

^[2]

Cost of revenues

32,146

16,906

61,652

32,374

92,290

69,904

Gross profit

22,795

^[3]

18,635

^[3]

43,350

^[3]

35,033

^[3]

79,869

^[4]

70,152

^[4]

Salaries and related

(17,967)

(14,837)

(36,707)

(29,182)

(63,545)

(58,309)

Office and general

(4,873)

(2,793)

(9,470)

(5,357)

(14,843)

(10,703)

Marketing and promotion

(1,001)

(971)

(1,923)

(1,901)

(3,957)

(3,588)

Operating expenses depreciation and amortization

(324)

(245)

(635)

(528)

(1,212)

(1,361)

Operating loss

(1,370)

(211)

(5,385)

(1,935)

(3,688)

(3,809)

EBITDA (loss) (b)

644

^[5]

152

^[5]

3,748

^[5]

1,664

^[5]

(2,038)

^[6]

(2,469)

^[6]

Total depreciation and amortization

(934)

(245)

(1,876)

(528)

(2,078)

(1,361)

Interest income (expense), net

(13)

125

260

360

Provision for income tax

(270)

(345)

(4)

(377)

(2,061)

(1,300)

Net income (loss)

(1,848)

$ (3,793)

(688)

$ (1,756)

(5,641)

(2,444)

(5,917)

(4,770)

Accounts receivable, net

34,940

35,220

20,093

Long-lived assets, net of accumulated depreciation and amortization

23,852

^[7]

23,852

^[7]

26,242

^[8]

8,436

^[8]

Total assets

108,236

113,231

52,583

Gross profit (a)

22,795

^[3]

18,635

^[3]

43,350

^[3]

35,033

^[3]

79,869

^[4]

70,152

^[4]

Salaries and related

17,967

14,837

36,707

29,182

63,545

58,309

Marketing and promotion

1,001

971

1,923

1,901

3,957

3,588

Operating expenses depreciation and amortization

324

245

635

528

1,212

1,361

Operating income (loss)

(1,370)

(211)

(5,385)

(1,935)

(3,688)

(3,809)

EBITDA (loss) (b)

(644)

^[5]

(152)

^[5]

(3,748)

^[5]

(1,664)

^[5]

2,038

^[6]

2,469

^[6]

Interest income (expense), net

(54)

(125)

(260)

(360)

Provision for income tax

270

345

377

2,061

1,300

Net income (loss)

1,848

$ 3,793

688

$ 1,756

5,641

2,444

5,917

4,770

Revenues

(54,941)

^[1]

(35,541)

^[1]

(105,002)

^[1]

(67,407)

^[1]

(172,159)

^[2]

(140,056)

^[2]

Gross profit (a)

(22,795)

^[3]

(18,635)

^[3]

(43,350)

^[3]

(35,033)

^[3]

(79,869)

^[4]

(70,152)

^[4]

Operating income (loss)

1,370

211

5,385

1,935

3,688

3,809

Business Services Segment [Member]

Segment Reporting [Line Items]

Revenues

35,541

67,407

Revenues

(35,541)

(67,407)

Operating Segments [Member] | Building Solutions Segment [Member]

Segment Reporting [Line Items]

Revenues

14,612

26,210

27,578

Cost of revenues

11,454

21,411

21,303

Gross profit

3,158

^[3]

4,799

^[3]

6,275

^[4]

Salaries and related

(1,786)

(3,378)

(2,494)

Office and general

(1,074)

(2,241)

(1,592)

Marketing and promotion

(11)

(23)

(26)

Operating expenses depreciation and amortization

(101)

(191)

(135)

Operating loss

186

(1,034)

2,028

EBITDA (loss) (b)

^[5]

(1,331)

^[5]

2,439

^[6]

Total depreciation and amortization

(267)

(531)

(361)

Interest income (expense), net

140

266

(212)

Provision for income tax

Net income (loss)

(384)

(2,128)

1,866

Accounts receivable, net

7,940

8,671

Long-lived assets, net of accumulated depreciation and amortization

4,257

^[7]

4,257

^[7]

4,320

^[8]

Total assets

32,401

34,105

Gross profit (a)

3,158

^[3]

4,799

^[3]

6,275

^[4]

Salaries and related

1,786

3,378

2,494

Marketing and promotion

Operating expenses depreciation and amortization

101

191

135

Operating income (loss)

186

(1,034)

2,028

EBITDA (loss) (b)

(23)

^[5]

1,331

^[5]

(2,439)

^[6]

Interest income (expense), net

(140)

(266)

212

Provision for income tax

Net income (loss)

384

2,128

(1,866)

Revenues

(14,612)

(26,210)

(27,578)

Gross profit (a)

(3,158)

^[3]

(4,799)

^[3]

(6,275)

^[4]

Operating income (loss)

(186)

1,034

(2,028)

Operating Segments [Member] | Business Services Segment [Member]

Segment Reporting [Line Items]

Revenues

36,385

35,541

71,390

67,407

139,652

140,056

Cost of revenues

18,570

16,906

36,129

32,374

67,879

69,904

Gross profit

17,815

^[3]

18,635

^[3]

35,261

^[3]

35,033

^[3]

71,773

^[4]

70,152

^[4]

Salaries and related

(14,369)

(14,460)

(29,461)

(28,354)

(57,995)

(56,943)

Office and general

(2,032)

(1,646)

(4,161)

(3,284)

(6,917)

(7,295)

Marketing and promotion

(982)

(971)

(1,879)

(1,901)

(3,905)

(3,584)

Operating expenses depreciation and amortization

(213)

(243)

(405)

(523)

(1,028)

(1,350)

Operating loss

219

1,315

(645)

971

1,928

980

EBITDA (loss) (b)

^[5]

954

^[5]

(943)

^[5]

458

^[5]

1,385

^[6]

1,119

^[6]

Total depreciation and amortization

(213)

(243)

(405)

(523)

(1,028)

(1,350)

Interest income (expense), net

169

157

327

278

(510)

(520)

Provision for income tax

(461)

(372)

305

(448)

(1,999)

(1,242)

Net income (loss)

771

(182)

1,370

791

(2,152)

(1,993)

Accounts receivable, net

22,000

22,398

20,093

Long-lived assets, net of accumulated depreciation and amortization

7,597

^[7]

7,597

^[7]

7,934

^[8]

8,410

^[8]

Total assets

41,525

43,418

45,273

Gross profit (a)

17,815

^[3]

18,635

^[3]

35,261

^[3]

35,033

^[3]

71,773

^[4]

70,152

^[4]

Salaries and related

14,369

14,460

29,461

28,354

57,995

56,943

Marketing and promotion

982

971

1,879

1,901

3,905

3,584

Operating expenses depreciation and amortization

213

243

405

523

1,028

1,350

Operating income (loss)

219

1,315

(645)

971

1,928

980

EBITDA (loss) (b)

(72)

^[5]

(954)

^[5]

943

^[5]

(458)

^[5]

(1,385)

^[6]

(1,119)

^[6]

Interest income (expense), net

(169)

(157)

(327)

(278)

510

520

Provision for income tax

461

372

(305)

448

1,999

1,242

Net income (loss)

(771)

182

(1,370)

(791)

2,152

1,993

Revenues

(36,385)

(35,541)

(71,390)

(67,407)

(139,652)

(140,056)

Gross profit (a)

(17,815)

^[3]

(18,635)

^[3]

(35,261)

^[3]

(35,033)

^[3]

(71,773)

^[4]

(70,152)

^[4]

Operating income (loss)

(219)

(1,315)

645

(971)

(1,928)

(980)

Operating Segments [Member] | Energy Services Segment [Member]

Segment Reporting [Line Items]

Revenues

3,944

7,402

4,929

Cost of revenues

2,048

3,963

3,001

Gross profit

1,896

^[3]

3,439

^[3]

1,928

^[4]

Salaries and related

(583)

(1,266)

(879)

Office and general

(506)

(884)

(579)

Marketing and promotion

(8)

(21)

(13)

Operating expenses depreciation and amortization

(19)

(27)

Operating loss

799

1,249

430

EBITDA (loss) (b)

1,102

^[5]

1,950

^[5]

1,016

^[6]

Total depreciation and amortization

(370)

(771)

(560)

Interest income (expense), net

(99)

Provision for income tax

Net income (loss)

683

1,087

357

Accounts receivable, net

4,971

4,045

Long-lived assets, net of accumulated depreciation and amortization

5,409

^[7]

5,409

^[7]

7,235

^[8]

Total assets

14,220

12,526

Gross profit (a)

1,896

^[3]

3,439

^[3]

1,928

^[4]

Salaries and related

583

1,266

879

Marketing and promotion

Operating expenses depreciation and amortization

Operating income (loss)

799

1,249

430

EBITDA (loss) (b)

(1,102)

^[5]

(1,950)

^[5]

(1,016)

^[6]

Interest income (expense), net

(49)

(92)

Provision for income tax

Net income (loss)

(683)

(1,087)

(357)

Revenues

(3,944)

(7,402)

(4,929)

Gross profit (a)

(1,896)

^[3]

(3,439)

^[3]

(1,928)

^[4]

Operating income (loss)

(799)

(1,249)

(430)

Operating Segments [Member] | Investment Segment [Member]

Segment Reporting [Line Items]

Revenues

158

317

212

Cost of revenues

149

107

Gross profit

^[3]

168

^[3]

105

^[4]

Salaries and related

Office and general

(157)

(249)

(119)

Marketing and promotion

Operating expenses depreciation and amortization

Operating loss

(73)

(14)

EBITDA (loss) (b)

^[5]

(16)

^[6]

Total depreciation and amortization

(74)

(149)

(107)

Interest income (expense), net

217

390

283

Provision for income tax

Net income (loss)

232

160

Accounts receivable, net

Long-lived assets, net of accumulated depreciation and amortization

6,437

^[7]

6,437

^[7]

6,586

^[8]

Total assets

21,099

21,689

Gross profit (a)

^[3]

168

^[3]

105

^[4]

Salaries and related

Marketing and promotion

Operating expenses depreciation and amortization

Operating income (loss)

(73)

(14)

EBITDA (loss) (b)

(56)

^[5]

(9)

^[5]

^[6]

Interest income (expense), net

(217)

(390)

(283)

Provision for income tax

Net income (loss)

(87)

(232)

(160)

Revenues

(158)

(317)

(212)

Gross profit (a)

(84)

^[3]

(168)

^[3]

(105)

^[4]

Operating income (loss)

(81)

Operating Segments [Member] | Corporate and Intersegment Eliminations [Member]

Segment Reporting [Line Items]

Revenues

(158)

317

(212)

Cost of revenues

Gross profit

(158)

^[3]

317

^[3]

(212)

^[4]

Salaries and related

(1,229)

(377)

(2,602)

(828)

(2,177)

(1,366)

Office and general

(1,104)

(1,147)

(1,935)

(2,073)

(5,636)

(3,408)

Marketing and promotion

(13)

(4)

Operating expenses depreciation and amortization

(10)

^[3]

(2)

^[3]

(20)

^[3]

(5)

^[3]

(22)

(11)

Operating loss

(2,501)

(1,526)

4,874

2,906

(8,060)

(4,789)

EBITDA (loss) (b)

1,785

^[5]

1,106

^[5]

3,415

^[5]

2,122

^[5]

(6,862)

^[6]

(3,588)

^[6]

Total depreciation and amortization

(10)

(2)

(20)

(5)

(22)

(11)

Interest income (expense), net

141

211

282

403

798

880

Provision for income tax

(191)

(27)

309

(71)

(62)

(58)

Net income (loss)

1,463

(870)

3,462

1,653

(6,148)

(2,777)

Accounts receivable, net

106

Long-lived assets, net of accumulated depreciation and amortization

152

^[7]

152

^[7]

167

^[8]

Total assets

(1,009)

1,493

7,310

Gross profit (a)

(158)

^[3]

317

^[3]

(212)

^[4]

Salaries and related

1,229

377

2,602

828

2,177

1,366

Marketing and promotion

Operating expenses depreciation and amortization

^[3]

Operating income (loss)

(2,501)

(1,526)

4,874

2,906

(8,060)

(4,789)

EBITDA (loss) (b)

(1,785)

^[5]

(1,106)

^[5]

(3,415)

^[5]

(2,122)

^[5]

6,862

^[6]

3,588

^[6]

Interest income (expense), net

(141)

(211)

(282)

(403)

(798)

(880)

Provision for income tax

191

(309)

Net income (loss)

(1,463)

870

(3,462)

(1,653)

6,148

2,777

Revenues

158

(317)

212

Gross profit (a)

158

^[3]

(317)

^[3]

212

^[4]

Operating income (loss)

$ 2,501

$ 1,526

$ (4,874)

$ (2,906)

$ 8,060

$ 4,789

[1]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[2]	Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
[3]	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.
[4]	Gross profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Consolidated Statements of Operations.
[5]	SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation, and amortization. EBITDA is presented to provide additional information to investors 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 this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.
[6]	SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors 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 this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.
[7]	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
[8]	Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.

PERPETUAL PREFERRED STOCK (Details Narrative) $ / shares in Units, $ in Thousands							3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 14, 2026 USD ($)	May 15, 2026 $ / shares	Feb. 13, 2026 $ / shares	Nov. 14, 2025 USD ($) $ / shares	Aug. 22, 2025 USD ($) $ / shares shares	Aug. 09, 2024 USD ($)	Jun. 30, 2026 USD ($) Integer $ / shares shares	Jun. 30, 2025 USD ($) $ / shares	Jun. 30, 2026 USD ($) Integer $ / shares shares	Jun. 30, 2025 USD ($) $ / shares	Dec. 31, 2025 USD ($) Integer $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	May 18, 2026 $ / shares
Class of Stock [Line Items]
Dividends declared per share \| $ / shares		$ 0.25	$ 0.25				$ 0.25		$ 0.50		$ 0.275
Dividend on Series A perpetual preferred stock							$ 603		$ 1,195		$ 740
Gross proceeds
Proceeds from issuance of preferred stock									$ 790
Subsequent Event [Member]
Class of Stock [Line Items]
Dividends declared per share \| $ / shares			$ 0.25
Gross proceeds	$ 19,200
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued \| shares					2,690,637		2,776,000		2,776,000		2,691,000	0
Preferred stock, dividend percentage						10.00%			10.00%		10.00%
Liquidation preference \| $ / shares							$ 10		$ 10		$ 10
Preferred stock voting rights \| Integer							6		6		6
Dividends declared per share \| $ / shares				$ 0.25	$ 0.025
Dividend on Series A perpetual preferred stock				$ 673	$ 67
Preferred stock par value \| $ / shares							$ 0.001		$ 0.001		$ 0.001	$ 0.001	$ 0.001
Sale of stock shares \| shares							82,764
Weighted average price per share \| $ / shares							$ 9.86		$ 9.86
Gross proceeds						$ 2,600	$ 816
Payments for fees							25
Proceeds from issuance of preferred stock							$ 790

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Sales, use, payroll taxes and income taxes		$ 2,927	$ 2,596
Fees for professional services		1,931	882
Other accruals		2,049	897
Total accrued expenses and other current liabilities	$ 5,237	$ 6,907	$ 4,375

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Intangible Asset, Goodwill and Other [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 11 - GOODWILL AND INTANGIBLE ASSETS

Goodwill

For the six months ended June 30, 2026 and the twelve months ended December 31, 2025, the changes in carrying amount of goodwill were as follows:

SCHEDULE OF GOODWILL


	Carrying Value
	2026
Goodwill, January 1,	$	5,944
Currency translation		(45	)
Goodwill, June 30, 2026	$	5,899

	Carrying Value
	2025
Goodwill, January 1,	$	5,703
Acquisitions		242
Currency translation		(1	)
Goodwill, December 31, 2025	$	5,944

Intangible Assets

The Company’s intangible assets consisted of the following components as of June 30, 2026 and December 31, 2025:

June 30, 2026	Weighted Average Remaining Amortization Useful Lives (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements		2.2	$	145	$	(130	)	$	15
Trade name		5.0		1,658		(1,006	)		652
Customer lists		1.3		4,012		(3,324	)		688
Developed technology		-		657		(657	)		-
			$	6,472	$	(5,117	)	$	1,355

December 31, 2025	Weighted Average Remaining Amortization Useful Lives (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements		2.7	$	147	$	(133	)	$	14
Trade name		5.4		1,662		(933	)		729
Customer lists		1.8		4,017		(3,072	)		945
Developed technology		-		657		(657	)		-
			$	6,483	$	(4,795	)	$	1,688

Amortization expense for the three and six months ended June 30, 2026 was $170 and $329, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during the six months ended June 30, 2026 and 2025.

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2026, and for each of the next fiscal years are as follows:


2026	$	339
Remainder of fiscal year	$	339
2027		574
Year one		574
2028		130
Year two		130
2029		110
Year three		110
2030		110
Year four		110
Thereafter		92
Net Carrying Amount	$	1,355

The change in the book value of amortizable intangible assets is as follows:

	January 1, 2026 Beginning Balance		Acquisition		Amortization			Translation and Other			June 30, 2026 Ending Balance
Non-compete agreements	$	14	$	-	$	(1	)	$	2		$	15
Trade name		729		-		(74	)		(3	)		652
Customer lists		945		-		(254	)		(3	)		688
	$	1,688	$	-	$	(329	)	$	(4	)	$	1,355

NOTE 10- GOODWILL AND INTANGIBLE ASSETS

Goodwill

For the years ended December 31, 2025 and 2024, the changes in carrying amount of goodwill were as follows:

SCHEDULE OF GOODWILL

	Carrying Value
	2025			2024
Goodwill, January 1	$	5,703		$	5,749
Acquisition		242			-
Currency translation		(1	)		(46	)
Goodwill, December 31	$	5,944		$	5,703

On October 1, 2025, the Company applied ASC 350, and performed quantitative assessments to determine whether it was more likely than not that the fair value of its reporting units was less than their carrying values. To estimate the fair value of these reporting units, the Company used both an income approach and a market approach. The income approach required management to make significant estimates and judgments regarding future cash flows that were based on a number of factors including actual operating results, forecasted revenue and expenses, discount rate assumptions, and long-term growth rate assumptions. The market approach required the use of multiples based on financial metrics for both acquisitions and peer group companies. The Company did not recognize any impairment of goodwill related to these acquisitions. At the conclusion of its assessment, the Company determined the fair value of the reporting units exceeded their carrying values. As such, the Company determined that no impairment of goodwill had taken place as of December 31, 2025.

Intangible Assets

For the years ended December 31, 2025 and 2024, the Company’s intangible assets consisted of the following components:

2025	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements	2.7	$	147	$	(133	)	$	14
Trade name	5.4		1,662		(933	)		729
Customer lists	1.8		4,017		(3,072	)		945
Developed technology	-		657		(657	)		-
		$	6,483	$	(4,795	)	$	1,688

2024	Weighted Average Remaining Amortization Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Non-compete agreements	2.9	$	145	$	(116	)	$	29
Trade name	6.1		1,634		(731	)		903
Customer lists	2.6		3,952		(2,399	)		1,553
Developed technology	1.0		657		(651	)		6
		$	6,388	$	(3,897	)	$	2,491

Amortization expense for the years ended December 31, 2025 and 2024 was $901 and $1,126, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during the years ended December 31, 2025 or 2024.

Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2025, and for each of the next fiscal years are as follows:


Remainder
2026	$	680
2027		575
2028		131
2029		110
2030		110
Thereafter		82
Net Carrying Amount	$	1,688

The change in the book value of amortizable intangible assets is as follows:

	January 1, 2025 Beginning Balance		Acquisition		Amortization			Translation and Other		December 31, 2025 Ending Balance
Non-compete agreements	$	29	$	2	$	(18	)	$	1	$	14
Trade name		903		27		(203	)		2		729
Customer lists		1,553		66		(674	)		-		945
Developed technology		6		-		(6	)		-		-
	$	2,491	$	95	$	(901	)	$	3	$	1,688

	January 1, 2024 Beginning Balance		Acquisition		Amortization			Translation and Other			December 31, 2024 Ending Balance
Non-compete agreements	$	49	$	-	$	(18	)	$	(2	)	$	29
Trade name		1,123		-		(216	)		(4	)		903
Customer lists		2,267		-		(709	)		(5	)		1,553
Developed technology		189		-		(183	)		-			6
	$	3,628	$	-	$	(1,126	)	$	(11	)	$	2,491