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Star Equity Holdings, Inc.

For the period ended Mar 31, 2026. Filed May 12, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 12, 2026

STRR$9.12-4.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001210708-25-000131

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-12.

0001210708-26-000055

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 184 previous paragraphs and 149 current paragraphs.

89 unchanged; 44 reworded; 15 added; 49 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 19 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

Economic conditions in many of the world’s major markets remained uncertain throughout 2026. While inflationary pressures moderated in certain regions, elevated interest rates and tighter credit conditions continued to impact market activity. These conditions contributed to wage pressures, higher operating costs, staffing challenges, fluctuating consumer confidence, and constrained access to capital markets, each of which affected our business. In connection with this environment, some customers reduced demand for our services, and certain others temporarily deferred or permanently discontinued engagements. Ongoing macroeconomic uncertainty, including the potential for renewed inflationary pressures or changes in interest rate policy, could have material adverse effects on various aspects of our business in future periods.

Current report

• Net loss was $3.8 million for the three months ended March 31, 2026, compared to net loss of $1.8 million for the same period in 2025, an increase in net loss of $2.0 million.

Current report

For the three months ended March 31, 2026, Building Solutions contributed $11.6 million to the Company's revenue. The segment faced several headwinds during the quarter that constrained revenue generation. Weather-related disruptions and seasonal road restrictions limited the ability to execute on scheduled projects in certain geographies. Additionally, project timing delays resulted in deferred revenue recognition as customer-driven scheduling shifts pushed work into subsequent quarters. The quarter was also characterized by challenging macroeconomic conditions that weighed on customer demand and decision-making. Broader economic uncertainty resulted in extended sales cycles as customers delayed capital spending commitments.

Current report

For the three months ended March 31, 2026, Building Solutions contributed $1.6 million to the Company's gross profit. Reduced operational activity resulted in unfavorable fixed cost absorption, putting pressure on overall profitability despite maintaining underlying pricing discipline.

Current report

For the three months ended March 31, 2026, Building Solutions SG&A and Non-OP expenses were $3.2 million or 27% of revenue. The segment demonstrated effective cost management during the quarter, controlling discretionary spending and maintaining operational efficiency despite the challenging revenue environment. The focus on expense discipline helped partially offset the impact of lower sales volumes on overall profitability.

Current report

For the three months ended March 31, 2026, Building Solutions generated operating loss of $1.2 million and EBITDA loss of $1.4 million or 12% of revenue. The quarter's profitability was primarily impacted by lower volume, which compressed gross margins through unfavorable fixed cost absorption. While the segment demonstrated effective cost management and expense discipline on the SG&A side, the revenue shortfall and resulting margin pressure were the primary drivers of the negative EBITDA performance.

Current report

In Asia Pacific, revenue increased $2.5 million, or 13%, for the three months ended March 31, 2026, compared to the same period in 2025. Contracting revenue increased $3.2 million, or 26%, due to higher demand from existing clients, partly offset by a decline in RPO revenue of $0.7 million, or 10%, due to a reduction in demand from existing clients.

Current report

customer wins. Revenue performance was supported by demand diversification, with non-oil-and-gas applications complementing core energy sector activity.

Current report

For the three months ended March 31, 2026, the contribution of Energy Services to the Company's Gross Profit was $1.5 million. The segment delivered strong margin performance during the quarter. The combination of increased activity levels and improved cost absorption supported profitability as the segment executed on opportunities across both traditional energy markets and diversified non-oil-and-gas applications.

Current report

For the three months ended March 31, 2026, Energy Services reported an operating income of $0.5 million and an EBITDA gain of $0.8 million or 25% of revenue. The segment's profitability reflects the positive momentum established during the quarter, with strong margin performance and increased activity levels driving EBITDA generation.
Removed paragraphs (49)

Previous report

•On a constant currency basis, the Company’s revenue increased $11.2 million, or 30.5%, primarily due to the impact of revenue from the Star Operating Companies, which contributed 30 percentage points to the revenue growth.

Previous report

•On a constant currency basis, gross profit increased $1.9 million, or 10.4%, due to the impact of the Star Operating Companies, which contributed 11 percentage points to the gross profit growth.

Previous report

•On a constant currency basis, SG&A and Non-Op increased $2.9 million, or 15.2%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 45.5% for the three months ended September 30, 2025, compared to 51.5% for the same period in 2024.

Previous report

• Net loss was $1.8 million for the three months ended September 30, 2025, compared to net loss of $0.8 million for the same period in 2024, an increase in net loss of $0.9 million. On a constant currency basis, net loss also increased $0.9 million.

Previous report

•On a constant currency basis, the Company’s revenue increased $10.0 million, or 9.5%, primarily due to the impact of revenue from the Star Operating Companies, which contributed 10 percentage points to the revenue growth.

Previous report

• Gross profit was $55.7 million for the nine months ended September 30, 2025, compared to $52.5 million for the same period in 2024, an increase of $3.1 million, or 5.9%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 4 percentage points.

Previous report

•On a constant currency basis, gross profit increased $3.2 million, or 6.1%, due to the impact of the Star Operating Companies, which contributed 4 percentage points to the gross profit growth.

Previous report

• SG&A and Non-Op was $58.5 million for the nine months ended September 30, 2025, compared to $55.5 million for the same period in 2024. The acquisition of Star Operating Companies increased SG&A and Non-Op by $2.2 million, which contributed 4 percentage points to the increase.

Previous report

•On a constant currency basis, SG&A and Non-Op increased $3.2 million, or 5.8%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 50.7% for the nine months ended September 30, 2025, compared to 52.5% for the same period in 2024.

Previous report

• EBITDA loss was $2.6 million for the nine months ended September 30, 2025, compared to EBITDA loss of $3.0 million for the same period in 2024, for a decrease of $0.4 million in EBITDA loss. On a constant currency basis, EBITDA loss decreased $0.3 million.

Previous report

• Net loss was $4.2 million for the nine months ended September 30, 2025, compared to net loss of $4.2 million for the same period in 2024, for a slight increase in net loss. On a constant currency basis, net loss increased $0.1 million.

Previous report

The Company operates on a global basis, with the majority of its revenue generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect the Company’s results of operations. For the discussion of reportable segment results of operations, the Company uses constant currency information. Constant currency compares financial results between periods as if exchange rates had remained constant period-over-period. The Company defines the term “constant currency” to mean that financial data for a previously reported period is translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The Company’s management reviews and analyzes business results in constant currency and believes these results better represent the Company’s underlying business trends. Changes in foreign currency exchange rates generally impact only reported earnings.

Previous report

Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income (loss), net income (loss), and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The tables below summarize the impact of foreign currency exchange adjustments on the Company’s operating results for the three and nine months ended September 30, 2025 and 2024.

Previous report

(a)Represents Revenue less the Cost of revenues caption on the Condensed Consolidated Statements of Operations.

Previous report

(b)SG&A and Non-Op is a measure that management uses to evaluate the segments’ expenses, which include the following captions on the Condensed Consolidated Statements of Operations: Salaries and related, Office and general, Marketing and promotion, and Other expense, net. Corporate management service allocations are included in the segments’ other income (expense).

Previous report

For the three and nine months ended September 30, 2025, Building Solutions contributed $9.6 million to the Company's revenue. Performance during the period reflects continued recovery from macroeconomic headwinds and severe Midwest flooding impacting the sector last year, which delayed project starts and impacted activity levels. Improved market conditions and consistent execution supported increased activity across the division, supported by a healthy backlog and stronger project delivery momentum. While broader demand trends improved, residential activity remains slower than anticipated as homeowners and developers continue to navigate financing and timing uncertainty.

Previous report

For the three and nine months ended September 30, 2025, Building Solutions contributed $1.7 million to the Company's gross profit. Performance during the period reflects broad-based activity across the division, with higher volumes and an improved project mix supporting stronger absorption. This was supported by disciplined execution on project scope, scheduling, and cost management, alongside sustained project activity across key workflows. Residential activity continued to lag, moderating margin expansion relative to other segments.

Previous report

For the three and nine months ended September 30, 2025, Building Solutions SG&A and Non-OP expenses were $1.3 million or 13% of revenue. Expenses were generally in line with normal operating levels, with lower third-party commission costs contributing to a modest reduction in overall SG&A for the period.

Previous report

For the three and nine months ended September 30, 2025, Building Solutions generated operating income of $0.3 million and EBITDA of $0.5 million or 5% of revenue. Stronger volumes and an improved project mix, together with disciplined execution and controlled SG&A, supported the division’s operating performance during the period.

Previous report

In Asia Pacific, revenue increased $1.5 million, or 7%, for the three months ended September 30, 2025, compared to the same period in 2024. RPO revenue increased $0.7 million, or 9%, while contracting revenue increased $0.8 million, or 6%, due to higher demand from existing clients.

Previous report

For the nine months ended September 30, 2025, contracting revenue decreased by $0.8 million, or 2%, while RPO revenue declined by $0.1 million, as discussed below.

Previous report

In the Americas, revenue increased $1.3 million, or 7%, for the nine months ended September 30, 2025, compared to the same period in 2024. The increase was primarily in contracting revenue, which increased by $0.9 million, or 45%, coupled with a $0.4 million, or 2% increase in RPO revenue, compared to 2024. The increases in contracting and RPO revenue were mainly due to higher demand from existing clients.

Previous report

In Asia Pacific, revenue declined $0.7 million, or 1%, for the nine months ended September 30, 2025, compared to 2024. A decline in contracting revenue of $2.8 million was partially offset by an increase of $2.1 million in RPO revenue. The net decrease for the nine months ended September 30, 2025 was due to lower demand from existing clients.

Previous report

In EMEA, revenue declined $1.5 million, or 8%, driven by a decline in RPO revenue of $2.6 million, partially offset by an increase in contracting revenue of $1.1 million, due to lower client demand.

Previous report

Total gross profit as a percentage of revenue was 50% for the three months ended September 30, 2025, compared to 51% for the same period in 2024.

Previous report

For the nine months ended September 30, 2025, contracting gross profit increased $0.9 million, or 35%, while RPO gross profit increased by $0.3 million, or 1%, compared to the same period in 2024.

Previous report

In the Americas, gross profit increased by $0.5 million, or 3%, for the nine months ended September 30, 2025, compared to the same period in 2024. The growth reflects a $0.3 million, or 2%, increase in RPO gross profit, along with a $0.2 million, or 55%, increase in contracting gross profit.

Previous report

In Asia Pacific, gross profit increased by $3.0 million, or 14%, for the nine months ended September 30, 2025, compared to the same period in 2024, driven by an increase in RPO gross profit of $2.2 million and an increase in contracting gross profit of $0.8 million. The increase for the nine months ended September 30, 2025 was due to higher demand from existing clients.

Previous report

In EMEA, gross profit declined by $2.3 million, or 19%, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily driven by a decrease in RPO gross profit of $2.2 million, or 19%. The decrease in gross profit was due to lower client demand.

Previous report

Total gross profit as a percentage of revenue was 51% for the nine months ended September 30, 2025, compared to 50% for the same period in 2024. The increase in total gross profit as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.

Previous report

For the nine months ended September 30, 2025, SG&A and Non-Op increased $0.3 million, or 1%, compared to the same periods in 2024, while SG&A and Non-Op as a percentage of revenue increased from 49% to 50%. The increase in SG&A and No-Op was primarily due to higher professional fees, partly offset by compensation costs.

Previous report

For the nine months ended September 30, 2025, operating income was $1.6 million, compared to operating income of $0.4 million in 2024, and EBITDA was $1.3 million, or 1% of revenue, compared to EBITDA of $0.3 million, or 0% of revenue, in 2024. The increases in operating income and EBITDA were principally due to the increase in gross profit, as described above.

Previous report

For the three and nine months ended 2025, the contribution of Energy Services to the Company's Gross Profit was $0.3 million. Margins were maintained despite trough pricing driven by lower U.S. rig counts in 2025. The division continued to

Showing the first 40 of 49 passages. Open the source sections for the rest.

Reworded paragraphs (44)

Previous wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto, included in Part I of this Form 10-Q. The reader should also refer to the Condensed Consolidated Financial Statements and notes of Hudson Global, Inc. and its subsidiaries (the“Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2024. This MD&A contains forward-looking statements. Please see“FORWARD-LOOKING STATEMENTS” for a discussion of the uncertainties, risks and assumptions associated with these statements. This MD&A also uses the non-generally accepted accounting principle measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 17 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for EBITDA segment reconciliation information. The tables and information in this MD&A were derived from exact numbers and may have immaterial rounding differences.

Current wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto, included in Part I of this Form 10-Q. The reader should also refer to the Condensed Consolidated Financial Statements and notes of Star Equity Holdings, Inc. and its subsidiaries (the“Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2025. This MD&A contains forward-looking statements. Please see“FORWARD-LOOKING STATEMENTS” for a discussion of the uncertainties, risks and assumptions associated with these statements. This MD&A also uses the non-generally accepted accounting principle measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 17 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for EBITDA segment reconciliation information. The tables and information in this MD&A were derived from exact numbers and may have immaterial rounding differences.

Previous wording

Star Equity Holdings, Inc. (“Star,” the “Company,” “we,” “our”, formerly known as Hudson Global Inc. ("Hudson")) is a diversified multi-industry holding company with four divisions. Our Building Solutions division, is our largest division and operates in the construction industry. Our Business Services division delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. Our Energy Services division consists of Alliance Drilling Tools, Inc. (“ADT’). In addition, we have an Investments segment, which holds and manages certain of our corporate-owned real estate, and manages internally-funded, concentrated minority investments in a small number of public companies.

Current wording

Star Equity Holdings, Inc. (“Star,” the “Company,” “we,” “our”, formerly known as Hudson Global, Inc. ("Hudson")) is a diversified multi-industry holding company with four divisions. Our Building Solutions division operates in the construction industry. Our Business Services division delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. Our Energy Services division consists of Alliance Drilling Tools, Inc. (“ADT’). In addition, we have an Investments segment, which holds and manages certain of our corporate-owned real estate, and manages internally-funded, concentrated minority investments in a small number of public companies.

Previous wording

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Star common stock and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC stockholders received approximately 2,690,637 shares of

Current wording

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Star common stock and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC preferred stock stockholders received approximately

Previous wording

Star Series Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.

Current wording

2,690,637 shares of Star Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.

Previous wording

Our Business Services segment delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in fifteen countries with three reportable geographic business segments: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, RPO clients receive a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. With direct operations in fifteen countries and relationships with specialized professionals and organizations around the globe, Business Services brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for client support.

Current wording

Our Business Services segment delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in eighteen countries with three reportable geographic business segments: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, RPO clients receive a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. With direct operations in eighteen countries and relationships with specialized professionals and organizations around the globe, Business Services brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for client support.

Previous wording

This MD&A discusses the results of the Company’s business for the three and nine months ended September 30, 2025 and 2024.

Current wording

This MD&A discusses the results of the Company’s business for the three months ended March 31, 2026 and 2025.

Previous wording

The target customers for our Building Solutions division include professional home builders, general contractors, project owners, developers, and design firms. Despite a higher interest rate environment, we are continuing to see significant demand for our products, although there have been execution delays as customers secure and finalize project financing. We have benefited from implementing both price increases and margin protection language in our contracts, and these changes have had a positive effect on our profitability. We have experienced slower business activity over the last four quarters and related lower revenues, but believe this slowdown is temporary. Our sales pipelines continue to indicate strong potential demand for our services, but we can give no assurances as to our ability to compete for these opportunities, or the periods during which successfully negotiated projects will be completed.

Current wording

The target customers for our Building Solutions segment include professional home builders, general contractors, project owners, developers, and design firms. Despite a higher interest rate environment, we continue to experience meaningful demand for our products; however, certain projects have been delayed as customers secure and finalize financing. We have benefited from implementing both price increases and margin protection language in our contracts, and these changes have had a positive effect on our profitability. Although we have experienced slower business activity and lower revenues this quarter, we believe this slowdown is temporary. Our sales pipelines continue to indicate strong potential demand for our services, but we can give no assurances as to our ability to compete for these opportunities, or the periods during which successfully negotiated projects will be completed.

Previous wording

In our Business Services division, our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the first three quarters of 2025, the market conditions remained challenging due to persistent inflation, market uncertainty related to trade disruptions, and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into the final quarter of 2025.

Current wording

In our Business Services segment, our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In 2026, the market conditions remained challenging due to persistent inflation, market uncertainty related to trade disruptions, and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into 2026.

Previous wording

The demand for our Energy Services offerings is tied in part to oil and gas prices, drilling activity, and capital expenditures by E&P companies. In June 2025, Baker Hughes reported that the total U.S. rig count was down 4% year-over-year.

Current wording

In our Energy Services segment, demand for our products is closely tied to oil prices, as customer drilling activity and capital spending are influenced by prevailing market conditions. Higher and stable oil prices generally support increased drilling and tool utilization, while lower or volatile prices may reduce activity and negatively impact our revenues and operating results. The demand for our Energy Services offerings is tied in part to oil and gas prices, drilling activity, and capital expenditures by E&P companies. In June 2025, Baker Hughes reported that the total U.S. rig count was down 4% year-over-year. During 2026, improved oil prices contributed to increased customer activity, and the segment delivered strong performance.

Previous wording

Risks arising from global economic instability and conflicts, wars, and health crises could impact our business. In addition, the inflation caused by such events may impact demand for our products and services and our cost to provide products and services.

Current wording

Risks arising from global economic instability and conflicts, wars, and health crises could impact our business. In addition, the inflation caused by such events may impact demand for our products and services and our cost to provide products and services. Economic uncertainty has also continued to contribute to volatility in global currency markets. Fluctuations in foreign exchange rates relative to the U.S. dollar during reporting periods impact the translation of our foreign operations’ results into U.S. dollars and may affect comparability of reported results.

Previous wording

• Revenue was $48.0 million for the three months ended September 30, 2025, compared to $36.9 million for the same period in 2024, an increase of $11.1 million, or 30.1%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 30 percentage points to the revenue growth.

Current wording

• Revenue was $50.1 million for the three months ended March 31, 2026, compared to $31.9 million for the same period in 2025, an increase of $18.2 million, or 57.1%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 47 percentage points to the revenue growth.

Previous wording

• Gross profit was $20.6 million for the three months ended September 30, 2025, compared to $18.6 million million for the same period in 2024, an increase of $2.0 million, or 10.9%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 11 percentage points.

Current wording

• Gross profit was $20.6 million for the three months ended March 31, 2026, compared to $16.4 million for the same period in 2025, an increase of $4.2 million, or 25.4%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 19 percentage points.

Previous wording

• Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $21.8 million for the three months ended September 30, 2025, compared to $18.9 million for the same period in 2024, an increase of $2.9 million, or 15.5%. The acquisition of Star Operating Companies increased SG&A and Non-Op by $2.2 million, which contributed 11 percentage points to the increase.

Current wording

• Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $24.3 million for the three months ended March 31, 2026, compared to 17.9 million for the same period in 2025, an increase of 6.4 million, or 35.6%. The acquisitions of our Building Solutions, Energy Services, and Investments segments collectively contributed 24 percentage points to the increase in SG&A and Non-Op.

Previous wording

• EBITDA loss was $0.9 million for the three months ended September 30, 2025, compared to EBITDA loss of $0.3 million for the same period in 2024, an increase in EBITDA loss of $0.6 million. On a constant currency basis, EBITDA loss also increased $0.6 million.

Current wording

• EBITDA loss was $3.1 million for the three months ended March 31, 2026, compared to EBITDA loss of $1.5 million for the same period in 2025, an increase in EBITDA loss of $1.6 million.

Previous wording

For the three months ended September 30, 2025, RPO revenue increased $0.3 million, or 2%, while contracting revenue increased slightly compared to 2024, as discussed below.

Current wording

For the three months ended March 31, 2026, RPO revenue increased $1.1 million, or 7%, while contracting revenue increased $2.1 million, or 13% compared to 2025.

Previous wording

In the Americas, revenue increased increased $0.3 million, or 4%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily driven by RPO revenue, which increased $1.1 million, or 19%, driven by higher demand from existing clients, while contracting revenue decreased $0.8 million, or 46%, due to reduced demand from existing clients.

Current wording

In the Americas, revenue increased $1.0 million, or 14%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by RPO revenue, which increased $1.5 million, or 27%, driven by higher demand from existing clients, while contracting revenue decreased $0.6 million, or 50%, due to reduced demand from existing clients.

Previous wording

In EMEA, revenue decreased $1.5 million, or 21%, for the three months ended September 30, 2025, compared to the same period in 2024, driven by a decline in RPO revenue of $1.5 million, or 33%.

Current wording

In EMEA, revenue decreased $0.3 million, or 6%, for the three months ended March 31, 2026, compared to the same period in 2025, driven by a decline in contracting revenue of $0.6 million, or 22%, partially offset by an increase in RPO revenue of $0.2 million, or 7%.

Previous wording

For the three months ended September 30, 2025, gross profit decreased slightly, driven by a decline in RPO gross profit of $0.1 million, compared to the same period in 2024.

Current wording

For the three months ended March 31, 2026, gross profit increased $1.0 million, or 6%, driven by an increase in RPO gross profit of $1.2 million, compared to the same period in 2025.

Previous wording

In Americas, gross profit increased by $0.4 million, or 5%, for the three months ended September 30, 2025, compared to the same period in 2024. The growth was primarily driven by a $0.5 million, or 8%, increase in RPO gross profit, partially offset by a decrease in contracting gross profit of $0.8 million, or 46%, compared to 2024.

Current wording

In Americas, gross profit increased by $1.3 million, or 21%, for the three months ended March 31, 2026, compared to the same period in 2025. The growth was primarily driven by an increase of $1.5 million, or 26%, in RPO gross profit, partially offset by a decrease in contracting gross profit of $0.2 million, or 88%, compared to 2025.

Previous wording

In Asia Pacific, gross profit increased by $0.8 million, or 10%, for the three months ended September 30, 2025, compared to the same period in 2024, driven by higher RPO gross profit of $0.7 million, coupled with higher contracting gross profit of $0.1 million.

Current wording

In Asia Pacific, gross profit decreased by $0.6 million, or 8%, for the three months ended March 31, 2026, compared to the same period in 2025, driven by lower RPO gross profit of $0.6 million, coupled with higher contracting gross profit of $0.1 million.

Previous wording

In EMEA, gross profit declined by $1.2 million, or 28%, for the three months ended September 30, 2025, compared to the same period in 2024, driven by primarily by lower RPO gross profit of $1.3 million.

Current wording

In EMEA, gross profit increased by $0.3 million, or 11%, for the three months ended March 31, 2026, compared to the same period in 2025, driven by primarily by higher RPO gross profit of $0.4 million.

Previous wording

For the three months ended September 30, 2025, SG&A and Non-Op decreased $0.1 million, or 1%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue decreased from 49% to 48%. The decrease in SG&A and No-Op was primarily due to lower compensation costs.

Current wording

For the three months ended March 31, 2026, SG&A and Non-Op increased $1.6 million, or 9%, compared to the same period in 2025, while SG&A and Non-Op as a percentage of revenue was even with the prior year. The increase in SG&A and Non-Op was primarily due to higher compensation costs.

Previous wording

For the three months ended September 30, 2025, operating income was $0.7 million, compared to operating income of $0.8 million in 2024, and EBITDA was $0.8 million, or 2% of revenue, compared to EBITDA of $0.7 million, or 2% of revenue, in 2024.

Current wording

For the three months ended March 31, 2026, operating loss was $0.9 million, compared to operating loss of $0.3 million in 2025, and EBITDA loss was $1.0 million, or 3% of revenue, compared to EBITDA loss of $0.5 million, or 2% of revenue, in 2025.

Previous wording

For the three and nine months ended September 30, 2025, Energy Services contributed $1.3 million in revenue, reflecting a gradual recovery in drilling activity across key markets. While market conditions in the sector in the first half of the year was subdued due to lower rig counts, the division continued to capture market share through competitive pricing and strong customer relationships. Activity accelerated in the third quarter, supported by growth in non-oil-and-gas demand, and focused sales efforts in high-growth areas such as the Permian.

Current wording

For the three months ended March 31, 2026, Energy Services contributed $3.5 million in revenue, reflecting a gradual recovery in drilling activity across key markets. The segment demonstrated positive momentum during the quarter, with activity levels accelerating as the division continued to capture market share through strong customer relationships and successful new

Previous wording

For the three and nine months ended September 30, 2025, Energy Services’ SG&A and non-operating expenses totaled $0.4 million or 28% of revenue. Expenses were generally in line with normal operating levels, with a slight increase in sales commissions reflecting efforts to expand market share during the period.

Current wording

For the three months ended March 31, 2026, Energy Services’ SG&A and non-operating expenses totaled $1.1 million or 31% of revenue. Expenses were generally in line with normal operating levels, with a slight increase in sales commissions reflecting efforts to expand market share during the period.

Previous wording

For the three and nine months ended September 30, 2025, Investments contributed $0.05 million to the Company’s revenue, reflecting rental income from owned properties.

Current wording

For the three months ended March 31, 2026, Investments contributed $0.2 million to the Company’s revenue, reflecting rental income from owned properties.

Previous wording

For the three and nine months ended September 30, 2025, Investments contributed $0.02 million to the Company's gross profit, reflecting rental income after accounting for property depreciation.

Current wording

For the three months ended March 31, 2026, Investments contributed $0.1 million to the Company's gross profit, reflecting rental income after accounting for property depreciation.

Previous wording

For the three and nine months ended 2025, Investments SG&A and Non-Op was $0.03 million.

Current wording

For the three months ended March 31, 2026, Investments SG&A and Non-Op was $0.1 million.

Previous wording

For the three months ended September 30, 2025, Investments operating loss was $0.04 million, and EBITDA loss was $0.01 million, or 11% of revenue.

Current wording

For the three months ended March 31, 2026, Investments operating loss was 0.01 million, and EBITDA income was $0.05 million, or 29% of revenue.

Previous wording

Corporate expenses were $2.4 million for the three months ended September 30, 2025 as compared to $1.0 million for the same period in 2024, representing an increase of $1.4 million. The increase in corporate expenses was primarily due to higher professional fees, partially offset by investment-related income. The acquisition of Star Operating Companies contributed $0.5 million to corporate expenses in the quarter.

Current wording

Corporate expenses were $1.6 million for the three months ended March 31, 2026 as compared to $1.0 million for the same period in 2025, representing an increase of $0.6 million. The increase in corporate expenses was primarily driven by higher compensation costs, reflecting increased salaries and related expenses associated with the acquisition of Star Operating Companies.

Previous wording

Depreciation and amortization expense included in operating expenses was $0.4 million and $0.9 million for the three and nine months ended September 30, 2025, compared to $0.4 million and $1.0 million for the same periods in 2024, respectively. Depreciation and amortization expense included in cost of revenues was $0.3 million for the three and nine months ended September 30, 2025.

Current wording

Depreciation and amortization expense included in operating expenses was $0.3 million for the three months ended March 31, 2026, compared to $0.3 million for the same period in 2025. Depreciation and amortization expense included in cost of revenues was $0.6 million for the three months ended March 31, 2026.

Previous wording

Interest income, net was $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, compared to net interest income of $0.1 million and $0.3 million for the same periods in 2024. During the second quarter of 2025, the Company earned $0.1 million of dividend income, which was recorded in Interest (expense) income, net, from its investment in a short-term U.S. Treasury securities fund, which replaced a prior interest-bearing investment.

Current wording

Interest expense, net was $0.0 million for the three months ended March 31, 2026, compared to net interest income of $0.1 million for the same period in 2025.

Previous wording

Net other income was $0.0 million and net other expense was $0.2 million for the three and nine months ended September 30, 2025, respectively, compared to net other expense of $0.2 million and $0.3 million for the same periods in 2024.

Current wording

Net other expense was $0.0 million for the three months ended March 31, 2026, compared to net other expense of $0.1 million for the same period in 2025.

Previous wording

The provision for income taxes for the nine months ended September 30, 2025 was $0.6 million on $3.6 million of pre-tax loss, compared to a provision for income tax of $0.5 million on $3.7 million of pre-tax loss for the same period in 2024. The effective tax rates for the nine months ended September 30, 2025 and 2024 were negative 17% and negative 12%, respectively. For the nine months ended September 30, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the nine months ended September 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.

Current wording

The benefit from income taxes for the three months ended March 31, 2026 was $0.3 million on $4.1 million of pre-tax loss, compared to a provision for income tax of $0.0 million on $1.7 million of pre-tax loss for the same period in 2025. The effective tax rates for the three months ended March 31, 2026 and 2025 were 7% and negative 2%, respectively. For the three months ended March 31, 2026, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the three months ended March 31, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.

Previous wording

Net loss was $1.8 million for the three months ended September 30, 2025, compared to net loss of $0.8 million for the three months ended September 30, 2024, an increase in net loss of $0.9 million. Basic and diluted loss per share were both $0.54 for the three months ended September 30, 2025, compared to basic and diluted loss per share of $0.28 for the same period in 2024.

Current wording

Net loss attributable to common shareholders was $4.4 million for the three months ended March 31, 2026, compared to net loss of $1.8 million for the three months ended March 31, 2025, an increase in net loss of $2.6 million. Basic and diluted loss per share were both $1.17 for the three months ended March 31, 2026, compared to basic and diluted loss per share of $0.59 for the same period in 2025.

Previous wording

As of September 30, 2025, cash and cash equivalents and restricted cash totaled $18.5 million, compared to $17.7 million as of December 31, 2024. The following table summarizes the Company’s cash flow activities for the nine months ended September 30, 2025 and 2024:

Current wording

As of March 31, 2026, cash and cash equivalents and restricted cash totaled $10.3 million, compared to $13.4 million as of December 31, 2025. The following table summarizes the Company’s cash flow activities for the three months ended March 31, 2026 and 2025:

Previous wording

For the nine months ended September 30, 2025, net cash used in operating activities was $3.4 million, compared to $4.8 million during the same period in 2024, resulting in a $1.4 million decrease in net cash used. The improvement was driven by more favorable working capital comparisons to the prior year.

Current wording

For the three months ended March 31, 2026, net cash used in operating activities was $1.4 million, compared to $0.8 million during the same period in 2025, resulting in a $0.6 million increase in net cash used. The decline was driven by the Company's increase in net loss in the first quarter of 2026 compared to 2025, partly offset by more favorable working capital comparisons to the prior year.

Previous wording

For the nine months ended September 30, 2025, net cash provided by investing activities was $6.2 million compared to $1.1 million of net cash provided by investing activities in 2024. Net cash provided by investing activities in 2025 primarily reflects cash received in connection with the acquisition of Star Operating Companies of $7.0 million. Net cash provided by investing activities in 2024 reflects cash received from benefit payouts of $1.1 million.

Current wording

For the three months ended March 31, 2026, net cash provided by investing activities was $1.9 million compared to $0.0 million of net cash provided by investing activities in 2025. Net cash used in investing activities in the first quarter of 2026 primarily reflects cash received in connection with sales-leaseback transactions of $3.2 million, partly offset by capital expenditures of $1.3 million.

Previous wording

For the nine months ended September 30, 2025, net cash used in financing activities was $2.6 million, compared to net cash used in financing activities of $3.0 million in 2024. The decrease in net cash used was attributed to net proceeds from borrowings of $0.3 million, as well as lower repurchases of shares of common stock of $2.9 million in the current year, including cash paid for tax withholdings, compared to $3.0 million in 2024.

Current wording

For the three months ended March 31, 2026, net cash used in financing activities was $3.5 million, compared to net cash used in financing activities of $0.0 million in 2025. Net cash used in financing activities primarily reflects net cash paid from borrowings of $2.2 million, as well as repurchases of shares of common stock of $0.7 million, and preferred stock dividends paid of $0.6 million in the current year.

Previous wording

As of September 30, 2025, the Company had cash and cash equivalents on hand of $15.4 million, as well as our lines of credit and other debt instruments. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of September 30, 2025. The Company’s near-term cash requirements during 2025 are primarily related to the funding of the Company’s operations.

Current wording

As of March 31, 2026, the Company had cash and cash equivalents on hand of $8.1 million, as well as our lines of credit and other debt instruments. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of March 31, 2026. The Company’s near-term cash requirements during 2026 are primarily related to the funding of the Company’s operations.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

We continue to explore all strategic alternatives to maximize value for the Company’s stockholders, including without limitation, improving the market position and profitability of our services in the marketplace, and enhancing our valuation. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. Additionally, we will continue to monitor capital markets for opportunities to repurchase shares, and consider other actions designed to enhance value to our stockholders, as well as review information regarding potential acquisitions or combinations, and provide information to third parties regarding potential dispositions of assets or business lines, from time to time.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Summary of Financial Performance Highlights For The Nine Months Ended September 30, 2025

Previous report — wording carried elsewhere

• Revenue was $115.4 million for the nine months ended September 30, 2025, compared to $106.5 million for the same period in 2024, an increase of $8.9 million, or 8.4%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 10 percentage points to the revenue growth.