Hudson Global, Inc.

Previous wording

In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition.

Current wording

In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition. In addition, various risk factors applicable to us and our business are described under the headings “Risks Relating to the Merger” and “Risks Relating to Hudson’s Business” in the joint proxy statement/prospectus filed with the SEC on July 23, 2025, which forms part of Hudson Global Inc.’s Registration Statement on Form S-4 (File No. 333-2888531), which risk factors are incorporated by reference into this Quarterly Report on Form 10-Q.

Previous wording

(a)On August 8, 2023, the Company’s Board of Directors authorized a repurchase program for up to $5 million of the Company’s outstanding shares of common stock. The Company intends to repurchase shares from time to time, as market conditions warrant, through open market purchases, privately negotiated transactions, block purchases, or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). This authorization does not expire. During the three months ended March 31, 2025, no repurchases of shares were made by the Company under this authorization. During three months ended March 31, 2024 the Company repurchased 44,250 shares of its common stock on January 29, 2024 in connection with a transaction with a certain shareholder, totaling $0.7 million, that excludes tax withholdings.

Current wording

(a)On August 8, 2023, the Company’s Board of Directors authorized a repurchase program for up to $5 million of the Company’s outstanding shares of common stock. The Company intends to repurchase shares from time to time, as market conditions warrant, through open market purchases, privately negotiated transactions, block purchases, or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). This authorization does not expire. During the six months ended June 30, 2025, no repurchases of shares were made by the Company under this authorization. During six months ended June 30, 2024 the Company repurchased a total of 131,438 shares of its common stock for a cost of $2.1 million under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $0.7 million that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1.2 million, as well as 17,621 shares of its common stock on the open market for a cost of $0.3 million.