Star Equity Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$STRR
Professional Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2026
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| Item 1.01. | Entry into a Material Definitive Agreement. | ||||
On December 16, 2025, Alliance Drilling Tools, LLC (“ADT”), a wholly owned subsidiary of Star Equity Holdings, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “ADT Wyoming PSA”) with Custom Capital Strategies, Inc. (“Custom Capital”), pursuant to which the parties agreed to consummate a sale and leaseback of the property located at 101-107 Pasture Drive, Evanston, Wyoming (the “ADT Wyoming Property”), for a total purchase price of $1.7 million, subject to adjustment for taxes and other charges and assessments (the “ADT Wyoming Sale and Leaseback Transaction”). Thereafter, Custom Capital assigned their rights to buy the property to their affiliate, Pasture Drive Holdings, LLC (the “ADT Wyoming Buyer”). The ADT Wyoming Sale and Leaseback Transaction closed on February 27, 2026.
ADT also agreed to consummate two additional real estate sale and leaseback transactions in Texas and Utah, which the Company anticipates will close in accordance with the applicable purchase and sale agreements filed as exhibits on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025.
Simultaneous with the consummation of the ADT Wyoming Sale and Leaseback Transaction, the Company entered into a commercial single-tenant triple net lease, guaranteed by the Company (the “ADT Wyoming Lease Agreement”) with ADT Wyoming Buyer, pursuant to which ADT, a wholly-owned subsidiary of the Company, leased back from ADT Wyoming Buyer the ADT Wyoming Property for a term commencing upon the execution of the ADT Wyoming Lease Agreement and ending on the 20th anniversary thereof, unless earlier terminated or extended for four additional five year periods in accordance with the terms of the ADT Wyoming Lease Agreement. Pursuant to the terms of the ADT Wyoming Lease Agreement, the Company will be responsible for an initial monthly base rent of $12,390, and all monthly expenses related to the ADT Wyoming Property, including insurance premiums, taxes, utilities, and other expenses.
The foregoing summaries of the ADT Wyoming PSA and ADT Wyoming Lease Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements. A copy of the original ADT Wyoming PSA was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025. A copy of the ADT Wyoming Lease Agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
EXHIBIT INDEX
| 10.3* | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| STAR EQUITY HOLDINGS, INC. (Registrant) | ||||||||
| By: | /s/ MATTHEW K. DIAMOND | |||||||
| Matthew K. Diamond | ||||||||
| Chief Accounting Officer | ||||||||
| Dated: | March 3, 2026 | |||||||
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