Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On November 9, 2026, 106 Bremer Avenue, LLC ("Property Owner"), a wholly owned subsidiary of Star Equity Holdings, Inc.…
Filed Nov 10, 2026Accepted Nov 10, 2026, 5:30 PM ESTCIK 1210708Accession 0001210708-26-000099
Star Equity Holdings, Inc. is a diversified holding company that seeks to build long-term shareholder value by acquiring, managing, and growing businesses with strong fundamentals and market opportunities. Its current structure comprises four divisions: Building Solutions, Business Services, Energy Services, and Investments. For more information visit www.starequity.com. On August 22, 2025, the Company completed its previously announced acquisition of Star Operating Companies, Inc. (“Star Operating”, formerly known as Star Equity Holdings, Inc.), pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among the Company, Star Operating and HSON Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, on August 22, 2025, at the effective time of the merger pursuant to the Merger Agreement (the “Merger”), Merger Sub merged with and into Star Operating, with Star Operating continuing as the surviving corporation of the Merger as a wholly owned subsidiary of the Company. Effective September 5, 2025, the Company changed (i) its name to Star Equity Holdings, Inc. and (ii) its trading symbols on Nasdaq to STRR and STRRP.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On November 9, 2026, 106 Bremer Avenue, LLC ("Property Owner"), a wholly owned subsidiary of Star Equity Holdings, Inc. (the "Company") entered into a Purchase and Sale Agreement (the "Colfax Purchase Agreement”) with DWG Capital Partners, LLC (“DWG”), an unaffiliated third party, pursuant to which the Property Owner agreed to sell certain real property located at 106 Bremer Avenue, Colfax, WI ("Colfax Premises") to DWG, for a purchase price of $5.2 million, subject to the terms and conditions of the Colfax Purchase Agreement. The net proceeds to be received by the Property Owner from the Colfax Purchase Agreement will be reduced by transaction commissions and expenses incurred in connection with the sale.
Simultaneous with the consummation of the Colfax Purchase Agreement, Timber Technologies Solutions Inc. ("Timber Technologies"), a wholly owned subsidiary of the Company and current occupant of the Colfax Premises, will enter into a commercial single-tenant triple net lease (the “Lease Agreement”) with DWG, or its permitted assignee, as landlord, pursuant to which Timber Technologies will lease back the Colfax Premises for a term commencing upon the execution of the Lease Agreement and ending on the 20th annual anniversary thereof, unless earlier terminated or extended for two renewal periods for an additional 10 years each in accordance with the terms of the Lease Agreement. The Lease is structured as an absolute net lease pursuant to which Timber Technologies will generally be responsible for insurance premiums, maintenance, utilities, taxes and other expenses, associated with the Colfax Premises. The Company will guarantee the obligations of Timber Technologies under the Lease Agreement.
The Company anticipates that the closing of the Colfax Purchase Agreement, including the execution of the Lease Agreement will occur in the fourth calendar quarter of 2026, subject to the satisfaction of certain customary closing conditions and contingencies for transactions of this type. DWG may terminate the Colfax Purchase Agreement for any reason or no reason before expiration of the due diligence period, as provided in the Colfax Purchase Agreement. Closing is scheduled to occur within 30 days after expiration of that period, subject to each party’s right to extend closing once for up to 30 days and DWG’s additional right to extend closing once for up to 15 days, and other extensions expressly provided in the Colfax Purchase Agreement. Accordingly, closing may occur after the fourth calendar quarter of 2026. Such contingencies include satisfactory title and insurance commitment, satisfactory survey review, environmental condition review, the Buyer’s ability to obtain appropriate financing, release of all monetary liens on the Colfax Premises, and satisfaction of other due diligence items as set forth in the Colfax Purchase Agreement. Following the closing, Timber Technologies will continue to operate its business from the Colfax Premises pursuant to the Colfax Purchase Agreement and Lease Agreement.
The foregoing summary of the Colfax Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, and which is incorporated by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.