Star Equity Holdings, Inc. filed a Form 8-K on November 4, 2026, disclosing that its subsidiary Hudson Talent Solutions US, Inc. closed an asset purchase of Cornerstone RPO, LLC on November 2, 2026, for consideration of up to approximately $2.5 million.

Key Highlights

  • Closing date: The asset purchase closed on November 2, 2026, with certain Cornerstone RPO assets and liabilities assigned to Hudson Talent Solutions US, Inc.
  • Upfront consideration: Hudson Talent Solutions paid $500,000 at closing, of which $100,000 was placed in escrow to cover the Sellers' indemnification obligations.
  • Promissory note: An additional $250,000 in fixed deferred consideration was evidenced by an unsecured, non-interest-bearing promissory note payable in 36 monthly installments.
  • Contingent earnout: Up to $1,500,000 in additional consideration may be paid in three increments of $500,000 each, tied to cumulative legacy-client revenue milestones of $6,000,000, $12,000,000, and $20,000,000 over 36 months.
  • Earnout payment structure: Each earnout payment is payable 75% in cash and 25% in shares of the Company's 10% Series A Cumulative Perpetual Preferred Stock, valued at $10.00 per share.
  • Client contract contingency: An additional $250,000 may be paid contingent upon the legal transfer of certain client contracts or establishment of certain business with Hudson Talent Solutions.
  • Employees transferred: According to the filing, all employees of Cornerstone RPO became employees of Hudson Talent Solutions on the closing date.

Star Equity Holdings Closes Cornerstone RPO Asset Purchase Through Hudson Talent Solutions

According to the Form 8-K filed with the SEC, Star Equity Holdings, Inc. (NASDAQ:STRR), through its indirect wholly owned subsidiary Hudson Talent Solutions US, Inc., entered into an Asset Purchase Agreement with Cornerstone RPO, LLC on November 2, 2026. The filing identifies the parties as the Target Company, its members collectively as the Sellers, and Rodney Ashby as Member Representative. The transaction transferred certain assets and liabilities of Cornerstone RPO to Hudson Talent Solutions, and all Cornerstone RPO employees became Hudson Talent Solutions employees on that date. The filing notes that the Target Company provides recruitment process outsourcing and other related services.

The filing discloses that the total consideration structure has several components. Hudson Talent Solutions paid $500,000 at closing, with $100,000 of that amount held in escrow for indemnification purposes. A promissory note for $250,000 covers fixed deferred consideration, payable over 36 monthly installments beginning one month after the closing date. The note is described as unsecured and non-interest-bearing absent default, and is subject to setoff rights provided in the Purchase Agreement.

The contingent earnout portion may add up to $1,500,000 more, payable in three separate $500,000 increments upon reaching cumulative legacy-client revenue thresholds of $6,000,000, $12,000,000, and $20,000,000, respectively, during the 36-month period from closing. Each increment is structured as 75% cash and 25% preferred stock, with the preferred stock valued at $10.00 per share and any fractional-share amount settled in cash. A further $250,000 is contingent on the legal transfer of certain client contracts or the establishment of certain business with Hudson Talent Solutions, according to the filing.

What Was Disclosed

Star Equity Holdings disclosed through this 8-K the closing of an asset purchase of Cornerstone RPO, LLC by subsidiary Hudson Talent Solutions US, Inc., including the full consideration structure: $500,000 at closing, a $250,000 promissory note, up to $1,500,000 in earnouts, and up to $250,000 in client-contract contingent consideration.