Star Equity Holdings, Inc.

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement On November 2, 2026 (the “Closing Date”), Star Equity Holdings, Inc. (the “Company”), its indirect wholly owned subsidiary Hudson Talent Solutions US, Inc. (“Hudson Talent Solutions”), and Hudson Talent Solutions, LLC (the parent of Hudson Talent Solutions), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cornerstone RPO, LLC (the “Target Company”), each of the members of the Target Company (collectively with Target Company, the “Sellers”); and Rodney Ashby, as Member Representative. On the Closing Date, certain of the assets and liabilities of the Target Company were assigned to and assumed by Hudson Talent Solutions, and all of the employees of the Target Company became employees of Hudson Talent Solutions. The Target Company provides recruitment process outsourcing (“RPO”) and other related services. In connection with the closing of the transaction, Hudson Talent Solutions paid the Sellers consideration of (i) $500,000, of which $100,000 was held in escrow to satisfy the Sellers’ indemnification obligations under the Purchase Agreement, and (ii) $250,000 in fixed deferred consideration evidenced by a promissory note issued by Hudson Talent Solutions to the Target Company (the “Note”), to be paid over a three-year period. Up to an additional $1,500,000 of contingent earnout consideration may also be paid to Sellers if certain revenue milestones are achieved over a three-year period. An additional $250,000 consideration may be paid to the Sellers contingent upon the legal transfer of certain client contracts or establishment of certain business with Hudson Talent Solutions. The Note is unsecured and non-interest-bearing absent default, provides for payment in 36 monthly installments beginning on the first month anniversary of the Closing Date, and is subject to the setoff rights provided in the Purchase Agreement. The earnout consideration is payable in three increments of $500,000 upon achievement of cumulative legacy-client revenue of $6,000,000, $12,000,000 and $20,000,000, respectively, during the 36-month period beginning on the Closing Date. Each earnout payment is payable 75% in cash and 25% in shares of the Company’s 10% Series A Cumulative Perpetual Preferred Stock, with the number of shares determined using a value of $10.00 per share and any fractional-share amount paid in cash. The foregoing description of the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 7.01. Regulation FD Disclosure. On November 3, 2026, the Company issued a press release announcing the transaction. A copy of the press release is furnished herewith as Exhibit 99.1.