CEO Eberwein exchanges preferred shares for common; amended contract removes change-in-control severance

Star Equity Holdings, Inc.

Exchanged 320,855 Series A Preferred shares for 287,631 common shares at $10.43/share (closing bid price).
After exchange, Eberwein holds 26.15% of common stock and 34.19% of preferred stock outstanding.
Amended employment agreement extends CEO term to Dec 31, 2026, with annual auto-renewals; base salary remains $500,000.
Removed obligation for severance or additional term upon a Change in Control; cash/RSU bonus replaced by discretionary bonus.
Termination without cause or non-renewal entitles Eberwein only to earned but unpaid compensation, subject to release.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Star Equity Holdings, Inc. issued 287,631 shares of common stock to Mr. Eberwein for 320,855 shares of Company 10.0% Series A Cumulative Perpetual Preferred Stock.

Security: common stock
Shares: 287,631 shares
Purchaser: Mr. Eberwein
Consideration: 320,855 shares of Company 10.0% Series A Cumulative Perpetual Preferred Stock

Exact text from the filing

On December 8, 2025, the Company entered into a securities exchange agreement with Mr. Eberwein (the “Securities Exchange Agreement”), pursuant to which Mr. Eberwein purchased from the Company, 287,631 shares (the “Purchased Shares”) of Company common stock, par value $0.001 per share, (“Common Stock”) at a purchase price per share of Common Stock of $10.43, equal to the consolidated closing bid price of the Common Stock. In exchange for the Purchased Shares, Mr. Eberwein transferred 320,855 shares of Company 10.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (“Preferred Stock”) to the Company.

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Star Equity Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001210708-25-000145

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