Star Equity Holdings, Inc.

Thank you, operator, and welcome, everyone. We greatly appreciate your interest in STAR Equity Holdings and we thank you for joining us today.

I will begin by reviewing the first quarter results in 2026 at the holding company level After that, Jake Zabkowicz, Global CEO of Hudson Talent Solutions, will give us an update on the performance of our business services division Finally, Rick Coleman, our chief operating officer, will provide additional insights into the performance of our Building Solutions and Energy Services divisions. As highlighted on slide 3 of our earnings slides deck, our first quarter results reflect the merger we completed last August with revenue and gross profit showing strong year over year growth.

These increases were driven largely by the inclusion of STAR Operating Companies results beginning after the merger closed August 22, 2025. We have realized approximately $2.6 million of merger synergies on an annualized basis as shown on slide 4, and that beats our initial expectation of about $2 million in merger synergies.

Going back to the first quarter, we were impacted by the timing of new project starts and broader macroeconomic conditions. Despite these near term pressures, we continued to make progress advancing our strategic priorities and strengthening our operating platform.

Revenue increased 57% year-over-year to $50.1 million gross profit increased 25% to $20.6 million we reported an adjusted EBITDA loss of $1.6 million compared to a loss of $700 thousand in the prior year period. At the division level, our performance was mixed.

Energy Services delivered a strong quarter and continued to gain market share across key end markets. Business services was worse than expected in a challenging talent environment.

and we continue to invest for growth. Building Solutions was impacted by delayed project awards and weather related disruptions.

That said, we are already seeing signs of improvement as we move through the second quarter supported by new business wins, improving activity levels, and continued operational and cost focus across the organization. As shown on slide 5, we ended the first quarter with $10.3 million of total cash, including $2.2 million of restricted cash.

During Q1, we used $1.4 million in operating cash flow We generated a little over $3 million from the sale-leaseback transactions, We repurchased about $700 thousand of stock on our share repurchase program, and we have $1.8 million remaining under the current authorization. Over the last 12 months, we have repurchased approximately $3.3 million of stock and we continue to believe our stock is undervalued and we view share repurchases as an extremely attractive use of our capital.

Across the company, we remain focused on disciplined execution, cost management, and investing in growth initiatives that we believe will enhance our competitive position, and drive improved financial performance over the balance of the year. Now I will turn it over to Jake to discuss our Hudson Talent Solutions business.

Thank you, Jeffrey, and good morning.

Our business services division continued to demonstrate solid top line growth in the first quarter despite the challenging macroeconomic environment impacting many industries. As shown on Slide 10 of the deck, revenue increased by 9.8%, and HTS year over year gross profit increased 6.4%.

Reflecting steady improvement despite continued macroeconomic pressures in the talent market. Regionally, The Americas and EMEA performed well with gross profit growth of 21%, 11%, respectively, partially offset by 8% decline in Asia-Pac market, where the conditions remain more challenging.

Have maintained a strong focus on innovation and operational efficiencies, including the expanded deployment of our AgenTic AI solutions to enhance recruiter productivity, improve candidate matching, and deliver greater value to our clients. These efforts are helping us navigate the current environment while positioning us to capitalize on improving market conditions in the future.

As an example, new business activity accelerated meaningfully in Q1 2026, exceeding levels seen in any quarter of 25. We have also achieved multiple renewals in Q1 with many of our existing clients opting for a noncompetitive engagement process.

This shows the depth and breadth of our partnerships in a very competitive market. We continue to take steps to strengthen our partnerships, maintain a disciplined approach to our investments, and grow the business.

We are executing our playbook of land and expand with recent wins coming off the acquisition in Japan, giving us a foothold to address previously untapped opportunities. We have also taken steps to recalibrate our business in The Middle East maintaining our commitment to have a presence in the region, being realistic about the opportunity there given the broader macroeconomic environment.

Additionally, the enhancements to our geographical footprint and our product offerings, particularly our digital offering, have driven robust new logo interest. We have seen an uptick in customer conversations in recent months and are focused on forging long term client relationships.

We will continue to take a disciplined approach as we exit our playbook for the remainder of the year. Looking ahead, we are focused on creating a more resilient, agile, and growth oriented business for the longer term.

Now, I am turning the call over to Rick, who will discuss the financial and operational performance of our Building Solutions and our Energy services divisions. Rick?

Thanks, Jake, and good morning, everyone. I will start with building solutions highlighted on slide 8.

First quarter performance, which, while normally soft in the quarter, was below our expectations. A combination of delayed contracting awards, severe winter weather across our key markets, and continued macroeconomic pressures put downward pressure on both commercial and residential construction activity.

Revenue for the quarter was $11.6 million, gross profit was $1.6 million, and adjusted EBITDA was a loss of $900 thousand. While these results were impacted by near term factors, our sales pipeline and customer conversations indicate underlying demand remains intact.

We are also encouraged by recent wins, including a $4.2 million New Hampshire multifamily housing project we announced in April. Moving on to slide 9.

Our quarter end backlog was $8 million, while the book to bill ratio of 0.72 is a significant decline from Q4, it partially reflects the timing of significant projects which slipped from Q1 to Q2. We expect backlog to rebuild as activity normalizes throughout the remainder of the year.

Consistent with the strategy we outlined previously, we remain focused on disciplined project selection operational execution, and margin management. We believe these priorities, combined with improving market conditions, position the business for stronger performance as the year progresses.

Turning to slide 13, The Energy Services division delivered a strong quarter maintaining the momentum we highlighted last quarter. Revenue was $3.5 million, gross profit was $1.5 million, and adjusted EBITDA was $1 million The business continues to gain share in core markets, with particularly strong mining and geothermal performance.

These results reflect disciplined execution and the benefits of our diversified exposure across billing applications. Which continues to differentiate the platform and support consistent growth.

Importantly, the division's strong growth has come as a result of market share gains in a declining rig count environment. We continue to invest in new tools to support this growth and believe the division is positioned to perform well in all conditions.

Recognizing that we represent a relatively small percentage of our customers, our largest customers' purchases. We are also incorporating their specific needs in our investment decisions.

In general, we believe we have significant opportunities to expand our presence in the geographies and markets we serve. I will now turn the call back over to Jeffrey for closing remarks.

Jeffrey?

Thank you, Rick. While the first quarter reflected expected seasonality and some near term challenges, we are encouraged by improving activity levels recent business wins, and the continued strength of our energy services platform.

As we look ahead, our priorities remain consistent. Driving organic growth improving operational efficiency, and maintaining a rigorous approach to capital allocation.

In parallel, we continue to evaluate accretive M&A opportunities across our operating divisions as well as potential new verticals where we can apply our operating model. Our confidence in the path forward is grounded in the progress made over the past year, as 2025 marked a pivotal period for STAR following the August merger.

We are beginning to realize the benefits of shared services enhanced collaboration, and a more diversified holding company structure. This has strengthened our operating and financial position, expanded our strategic flexibility, and increased our capacity to execute on a multipronged growth strategy.

Across the organization, we are investing in people, technology, and processes to enhance scalability, deepen competitive advantages, and drive margin expansion and cash generation. This disciplined approach combining organic execution with targeted external growth, positions us to compound value over time.

With a stronger platform and a clear strategic road map, we believe we are well positioned to navigate the current environment and deliver in improved performance, over the balance of the year. We remain confident in our long term outlook and continue to believe our shares are undervalued relative to the strength of our business and the opportunities ahead.

Operator, can you please open the line for questions?

Good morning. Thanks for taking my questions.

Jeffrey, I do not know if you could give us a little more insight into your recent announcement on G-Group and what you think your game plan for that investment is.

Sure. Thanks for asking, Joe.

You know, we identified G-Group as an interesting investment partly because it was trading below cash per share, which, you do not you do not see very often. And also, we thought it could potentially be a good fit for our business services division and could have some synergies with our Hudson Talent business.

And on top of that, STAR itself is a amalgamation of a few different companies, and we completed a merger last year where we initially thought, we would realize cost savings of $2 million, and that number came in at $2.6 million, so we have shown we believe we have shown that merging another microcap into our structure we can reduce a significant amount of unneeded duplicative costs. And on G-Group specifically, it-- we were glad that they hired a financial adviser.

And that they decided to run a more formal process And, we are participating from the outside. We only have public information.

We do not have any material nonpublic information on G-Group at this time. And we decided to really kick off the bidding process, for lack of a better term, by throwing a number out there and, importantly, our bid is contingent on the management team there.

Agreeing to more normal and customary severance So we will see how it plays out. there is scenarios where we could be the winning bidder.

there is scenarios where other people outbid us and when we enter into these situations, we like to own somewhere between 5-10% of the target. So if we are outbid, we make money on our investment, and it also gives us more credibility when we go public and bid that we are also a shareholder.

So we will just have to wait and see how it plays out. But either way, either 1 of those outcomes would be would be positive for us if we end up being a winning bidder or if someone outbid us and we make a nice profit on our investment.

Okay. Thanks for the update.

And then you know, 1 of the things we talked about in the past is monetization of some of the real estate assets or some of the private investments that you guys have, and maybe you could give us an update there and kind of similarly, that you have got the Oxford main plant that you have talked about potentially restarting You know, where does that stand at this point?

Yeah. Great.

Another great question. Joe.

So we have talked about having, we believe, at least $20 million of assets that do not really generate any EBITDA or certainly not meaningful EBITDA. That will get we believe will get converted to cash over time, and we did demonstrate that by completing the sale leasebacks on the assets that came with the, with the Alliance Drilling Tools.

Acquisition that we made a little over a year ago. And the 2 remaining significant pieces of real estate we own, 1 is the real estate that came with the Timber Technology acquisition 2 years ago And then, as you pointed out, we have an idle factory in Maine, and both of those pieces of real estate we believe, could either be monetized via sale-leaseback transaction or just, sold for cash.

And I think I cannot remember the estimate off the top of my head, but it is in our investor deck. it is somewhere in the $8 million to $10 million range for those 2 added together, we believe.

And then on the Catalyst MedTech investment, you know, the majority shareholder there is a private equity firm. In New York City.

And that business is doing well once again completing acquisitions, having nice growth, having a nice future. And like all private equity investments, the private equity firm will exit at some point.

And our policy has always been we are we are just going to mark this investment using the same methodology of the PE firm does. And so, there was a downturn a temporary downturn in the performance of that company, and so the PE firm marked it down on their books This was in the I think, really, the 2024 timeframe that might have continued into 2025, and, so we just mark it down on our books, that same way they mark it down on their books.

And then, now that performance has improved, they have marked it back up to our original mark, from when we closed that transaction in May 2023, but under GAAP accounting, we are not allowed to do that. So we are in the uncomfortable spot of having a different NAV for the exact same investment as what the PE firm has.

But long story short, that will get converted to cash whenever the PE firm feels like it is right to investigate alternatives. Okay.

Thanks for that. I will get back in queue.

Thank you. Thank you.

Oh, thanks very much. For Rick on the building solutions, can you talk about geographically where you are seeing some strength going here in the second quarter?

Go ahead, Rick.

Thanks, Theodore. Sure.

Happy to address that. We have good visibility to our pipeline, particularly in KBS, our modular home company in Wayne, where we have larger projects.

So higher revenue projects. And we can see beginning at the early stage of the pipeline where the opportunities are.

And then as we move through the pipeline and we begin talking about building modular components for our construction partners, we call that the active pipeline. The active pipeline are those projects where we are negotiating the terms, we are doing the initial design work, but we still have not signed a contract So as we look into the active pipeline, we feel pretty confident there strong demand still.

For more construction activity. But with interest rates where they are, and a lot of uncertainty about interest rates, as well as now we have you know, war in The Middle East and a number of other things.

it is just been very difficult to move those projects out of the pipeline and into construction ready mode. But I think that based on what we are seeing, here recently, we are going to see significant improvement in the second quarter.

Okay.

And I do not know if this is a question for you, Rick, but on the energy services, yeah, you or Jeffrey, could you talk about if there are any dynamics related to the change in oil price and the drilling service business?

Yeah. I will take that, Theodore.

You know, being from Texas originally, this is a sector I have followed, most of my career. And we are very happy I will I will get to your question in a second.

We have been very happy with this. Acquisition, and we feel like it is really thrived inside Star We have invested for growth They had a plan to increase their market share, and we have executed really well on that plan since we completed the acquisition in March.

And if we just look at you know, Q1 2026 results versus 2025, For example, like, if you look at the pro forma table in our press release, you know, pretty nice year-on-year growth. And that was way before any increase in oil prices.

And in fact, the industry shrank in Q1 26 versus Q1 25 if you just look at the rig count in The US, for example. And they did a very good job of growing in some nontraditional sectors and winning business and things like geothermal, which has a really good growth outlook in The US.

They have always been active in mining opportunities, water wells, They have also gotten into some carbon capture and some hydrogen drilling, which were really kind of off the radar screen a few years ago. So we are we are excited about that business.

It was performing very well. And if activity improves later this year and into next year, we think it will, we are poised to continue to have good growth there.

So say it is a little early for the clients to, all of a sudden, just flip a switch and start spending more capital. But the early indicators are certainly there and the conversations are happening.

Okay.

My last question is about can you give us any sort of thoughts about Q2 operating expenses and whether we should be looking for them to be similar to Q1 levels?

You know, we do not get that is a really good question. We do not give guidance line by line on that, but we do look at where the consensus is on Bloomberg and you know, the Q1 results were disappointing to us.

We did not hit our budget. And it is--you know, short term temporary factors.

But when we look out into Q2, when we look into the second half of the year, I think the Bloomberg consensus for adjusted EBITDA is above $2 million, 2 to 2.5, something like that. We are comfortable with that.

And if we hit that number, we will be positive. Will have positive results for the first half of the year.

So in other words, the Q1 positive EBITDA should exceed Q2 positive EBITDA should exceed the Q1 loss. Then if we look out to the second half of the year, the Bloomberg consensus is that our adjusted EBITDA should be I think I think it is $9 million.

it is in the $8 million to $10 million range, and we are very comfortable with that. Is that an absolute guarantee?

No. it is not.

But that is what we are projecting internally. Could be higher than that, could be lower than that, but that is our best guess based on everything we are seeing in the business and based on, what we see in the market and conversations with customers, what we see in our pipeline, historical conversion rates of that pipeline into backlog, which then translates into revenue.

Okay. Thanks, Jeffrey.

Thanks very much.

Good morning, you guys. Morning.

Couple of questions from me. First, sort of a big picture 1 for business services.

In light of higher energy prices, global tensions, inflation, all the things we read about, can you comment on hiring trends in the 3 regions where business services operates?

Yeah. I will-- I am going to turn that over to Jake.

But just at a high level, I would say our clients predominantly are Fortune 500 companies. And in general, we are asking them to sign a multiyear contracts, and we had some really nice significant long term contract renewals from 2 of our top 5 top clients in Q1.

And so that was really refreshing. But whenever there is uncertainty, regardless of the cause, I-- just everything else being equal it is it is not conducive to the Fortune 500 making long term commitments.

So you know, it is not helpful, but we do not wanna use it as an excuse. We want to fight through it and keep pushing and keep providing good services.

Why do not-- I am going to turn it over to you to get a little more granular.

Yeah. Thank you, Jeffrey.

And, Michael, good morning. How are you today?

Real good. Thanks.

Thank you for the question. So when you look at the overall macro hiring, you know, what we are seeing, it is truly spotty.

What I mean by spotty is we definitely see some green shoots and some tailwinds in certain areas with some of our businesses And then quite conversely, we have also had some of our clients you know, say, hey. Hold on a second.

Let's let's reevaluate where we are investing. But if you look at each region, right, and you take the APAC region in general, at first, you know, the hiring volumes in APAC were still relatively strong, the mix was different.

And what I mean by the mix, you saw a lot of more of internal mobility or internal hiring and movement internally versus, you know, hiring externally and bringing new people into the businesses. And in our in some of our fee structures in that region, an internal placement is on a lower fee structure than an external placement.

For multiple purposes. 1 is that we are sourcing internally.

And 2 is there is an optics of that cost of just moving internal placements around. When you look at EMEA and you look at the broader EMEA market, you know, I do not have to, you know, give you guys a update on what is happening over there.

But it is causing a lot of a lot of pause in rethinking investments across all of the countries in EMEA. As I mentioned in the earnings call, we did take a, structured approach to reevaluate our Middle East presence.

We are going to continue to be in The Middle East. We are going to continue to have entity and resources there, and we will help support our enterprise level clients in The Middle East but it is taking a drain in a lot of the hiring activity there and having our clients rethink again and pause in certain pockets, rethink where they are gonna make investments.

In The Americas, you know, we are seeing some pretty good signs of strength in The Americas right now. Latin America continues to be a growth market for us.

We are signing new contracts there. You know, a couple this week already, so that is exciting.

But it is at a smaller clip and a smaller pace than what we normally see. So yeah, we will see, you know, contracts, as Jeffrey mentioned, multiyear contracts.

We can hire anywhere from 100 to 1 thousand people, if not north of that, every single year. But now we are seeing some more project based hiring And what we are seeing that project-based hiring is a specific time frame of less than a year and a specific number of anywhere from 20 to a couple hundred.

So you get to more of the project based versus that long term forecast. I would say, as a whole, we are still seeing relatively low attrition.

Across all of the markets. There are some there are some pockets where, you know, we are continuing to see some growth, which is great in many of our businesses.

But to Jeffrey's point and to what we were talking about before, with our land and expand strategy and offering services in a market that were untapped to us before, is a critical strategy for our business. And we are doing that in the likes of Japan, Latin America, and we are going to continue to grow in those areas.

So, Mike, I hope that answers your question, sir. It certainly did.

Thank you, Jake. Very helpful.

Turning to energy services, the revenue growth is striking as you pointed out in your prepared remarks. Speaking of market share gains and so forth.

Do you feel like past a certain point, Alliance will have to invest in more drilling equipment? Just to fulfill demand.

Yeah. We feel like we have already we have already we have already done that.

that the CapEx levels there might we see them basically being flat with the Q1 run rate. So we did when after we acquired it, we kind of took a countercyclical approach and we saw an opportunity to increase share and enter some of these new markets.

And so we approved 1 step at a time, a higher CapEx spend, and that higher CapEx spend very quickly led to revenue growth. And so we got you know, positive feedback on our thesis very quickly.

But we are it is really a lot of that was just kind of a onetime increase that was needed to grow the business. And I think from here, we can keep that level flat and still have, really good growth.

Great. Great.

Thank you. I will close out with 1 more question coming back to building solutions.

Obviously, the weather in the Northeast was horrendous and that clearly played a role in the balance of the year, do you see the book to bill coming back to, 2025 levels?

Short answer is-- oh, I am sorry.

Oh, yeah. Go ahead.

Go ahead. I was gonna say short answer, yes, and turn it over to Rick.

Go ahead, Rick.

that is what I was doing. The problem is the numerator.

In that equation. So as revenue picks up, we expect that is going to continue to improve.

So I guess that is the all the color that I can provide on that for now.

Okay. Well, great.

Thank you for taking my questions, and good luck in the coming quarter.

Well, thank you for joining us. Thank you for your interest in our company.

And we are available. Our contact information is on our website and is, in the press release and our corporate materials.

So reach out if you have any follow-up questions. Thank you for your interest.