Star Equity Holdings, Inc. filed a Form 8-K on October 28, 2026, disclosing that on October 23, 2026, it completed the acquisition of PD Machine, LLC, a Vernal, Utah machine shop, through a stock purchase agreement involving cash and Series A Preferred Stock consideration.

Key Highlights

  • Closing date: The transaction closed on October 23, 2026, with PD Machine, LLC merging into Alliance Machine Solutions, Inc., an indirect wholly owned subsidiary of Star Equity Holdings.
  • Cash consideration: The Company paid aggregate cash consideration of $350,000 to the Sellers, subject to customary adjustments for debt, cash on hand, transaction expenses, and net working capital.
  • Stock consideration: The Company issued 75,000 shares of its 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, as partial consideration.
  • Escrow: At closing, $50,000 of the cash consideration and 5,000 shares of the stock consideration were held in escrow for indemnification and purchase-price adjustment obligations.
  • Separate real estate transaction: A pending real estate closing would add $150,000 in cash and 35,000 shares of Series A Preferred Stock for the Owned Real Property, with the Company holding an option to forego the purchase if conditions are not met by February 28, 2027.
  • Unregistered securities: The 75,000 shares were issued without an underwriter or placement agent, exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
  • Business description: According to the filing, PD Machine operates a machine shop providing "specialized welding, repair, rebuilding, and machining services for drilling and other equipment, primarily in Utah and the surrounding states."

Star Equity Closes PD Machine Acquisition, Issues Preferred Stock to Sellers

According to the Form 8-K filed with the SEC, Star Equity Holdings, Inc. (NASDAQ:STRR) entered into a Stock Purchase Agreement on October 23, 2026, with PD Machine, LLC as the target, Phil's Welding, Inc. as the target parent company, Davis Rentals, LLC as the real estate target company, and Phillip Davis serving as Seller Representative. The Company's indirect wholly owned subsidiaries, Alliance Machine Solutions, Inc. and 1218 East 135 South, Inc., were also parties to the agreement.

The filing disclosed that on the closing date, PD Machine merged into Alliance Machine Solutions, which survived as an indirect wholly owned subsidiary of Star Equity. The aggregate consideration paid to the Sellers consisted of $350,000 in cash and 75,000 shares of Series A Preferred Stock, both subject to customary adjustments. Of those amounts, $50,000 in cash and 5,000 preferred shares were placed into escrow to cover potential indemnification claims and purchase-price adjustments, the filing stated.

A second, separate closing covers the Owned Real Property currently held by Davis Rentals, LLC. The filing disclosed that this real estate closing would involve $150,000 in cash and 35,000 additional shares of Series A Preferred Stock. Alliance Machine Solutions also entered into a lease with Davis Rentals for continued use of that property pending the real estate closing. The filing noted that if applicable conditions are not satisfied or waived by February 28, 2027, the Company holds the option to forego the real estate purchase. The Company also disclosed that it issued a press release announcing the transaction on October 26, 2026.

What Was Disclosed

Star Equity Holdings reported the closing of its acquisition of PD Machine, LLC on October 23, 2026, for $350,000 in cash and 75,000 preferred shares, with a separate real estate transaction potentially adding $150,000 in cash and 35,000 additional preferred shares.