ACQUISITION

9 Months Ended

Sep. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITION

ACQUISITIONS

Pending Acquisition of Harte Hanks, Inc.

On August 14, 2026, the Company, Merger Sub – R, Inc., a wholly owned subsidiary of the Company (“HH Merger Sub”), and Harte Hanks, Inc. (“Harte Hanks”) entered into an Agreement and Plan of Merger (the “HH Merger Agreement”), pursuant to which HH Merger Sub will merge with and into Harte Hanks, with Harte Hanks surviving as a wholly owned subsidiary of the Company (the “HH Merger”).

Under the terms of the HH Merger Agreement, Harte Hanks stockholders will be entitled to receive, at their election and subject to proration, either (i) $5.00 in cash, (ii) 0.5 shares of the Company’s Preferred Stock, or (iii) a combination thereof,

for each outstanding share of Harte Hanks common stock. Aggregate cash consideration is limited to $19.2 million. Assuming the maximum cash consideration is paid, the aggregate merger consideration would consist of $19.2 million in cash and approximately 1.92 million in shares of the Company’s Preferred Stock.

On October 19, 2026, the Company filed a Registration Statement on Form S-4 (Registration No. 333-299530) with the Securities and Exchange Commission (the “SEC”) in connection with the proposed HH Merger. The Registration Statement includes a preliminary proxy statement/prospectus relating to the proposed transaction, including information regarding the merger consideration, the terms and conditions of the HH Merger Agreement, and unaudited pro forma condensed combined financial information reflecting the proposed business combination. On October 26, 2026, the staff of the SEC’s Division of Corporation Finance advised the Company that it would not review the Registration Statement. As of the date these condensed consolidated financial statements were issued, the Registration Statement had not been declared effective.

Completion of the HH Merger remains subject to customary closing conditions, including approval by Harte Hanks stockholders, receipt of certain third-party consents, and obtaining the financing necessary to fund the cash portion of the merger consideration. The financing is expected to be provided by a drawdown on Harte Hanks' existing $25 million asset-based revolving credit facility with Texas Capital Bank (with the drawdown not to exceed $15 million), under which $13.8 million was available as of September 30, 2026 after giving effect to outstanding letters of credit. Availability under that facility is limited by a borrowing base determined primarily by reference to cash and accounts receivable, and the facility contains covenants restricting mergers and acquisitions and the incurrence of indebtedness; accordingly, consummation of the financing will require the consent of, or an amendment from, the lender. In the event the lender fails to consent to provide all or a portion of the financing, the Company intends to seek alternative debt financing (“Alternative Debt Financing”). Directors and executive officers of Harte Hanks have entered into voting and support agreements in favor of the HH Merger. There can be no assurance that the HH Merger will be completed on the terms described or at all. Neither the filing of the Registration Statement nor the SEC staff’s determination not to review it constitutes satisfaction of the conditions to complete the HH Merger, and there can be no assurance that the HH Merger will be consummated.

The Company expects to account for the HH Merger as a business combination in accordance with ASC 805, Business Combinations, with the Company as the accounting acquirer. As the transaction had not been completed as of September 30, 2026, the acquired assets and assumed liabilities have not been recognized in the Company’s condensed consolidated financial statements. The purchase price allocation will be determined based on the acquisition-date fair values of the consideration transferred and the identifiable assets acquired and liabilities assumed upon completion of the transaction.

Star Operating Companies

On August 22, 2025, the Company completed its previously announced acquisition of SOC pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”). This resulted in a business combination pursuant to ASC 805, Business Combinations.

The terms of the Merger Agreement determined consideration for the purchase as follows: 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 Company 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 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 stockholders received approximately 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. The total consideration paid for SOC, which represents the fair value of the common and preferred stock, totaled approximately $32,174. Prior to the completion of the Merger Agreement, the Company determined that the Merger Agreement was in the best interests of the Company and for each of the Star and the SOC stockholders.

In accordance with ASC 805, Business Combinations, the Company accounted for this transaction as a business combination and recorded the acquired assets and assumed liabilities of SOC at their respective fair values as of the acquisition date. As of September 30, 2026, the purchase price allocation has been finalized, including the valuation of property and equipment, intangible assets, inventory, income taxes, and goodwill, among other items. The fair values of assets acquired and liabilities assumed were determined using valuation techniques consistent with ASC 820, Fair Value Measurement. These fair value measurements are considered nonrecurring and were determined as of the acquisition date. As noted in Note 2, Description of Business, SOC is reported as part of our Building Solutions, Energy Services, and Investments segments. The Company incurred transaction costs related to the SOC Acquisition of $1,600 that were expensed as part of “Office and general”.

The following table sets forth the purchase price allocation of SOC to the estimated fair value of assets acquired as of the acquisition date:

	Fair Value
Assets Acquired:
Cash and cash equivalents	$	4,641
Restricted cash, current	597
Investments in equity securities	2,561
Accounts receivable	11,463
Inventories, net	9,101
Note receivable, current portion	269
Prepaid and other	1,246
Property and equipment, net	17,959
Operating lease right-of-use assets	8,608
Long term investments	953
Notes receivable, net of current portion	8,473
Restricted cash, non-current	1,729
Assets Acquired	$	67,600
Liabilities Assumed:
Current payables	3,203
Accrued salaries, commissions and benefits	2,165
Accrued expenses and other current liabilities	5,162
Short-term debt	6,042
Deferred revenue	3,609
Operating lease liabilities, current portion	228
Long-term debt, net of current portion	6,630
Operating lease liabilities, net of current portion	8,387
Liabilities Assumed	$	35,426
Fair value of consideration transferred	$	32,174

The Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026, included revenue of $20,078 and $53,690, and net loss of $171 and $2,804, respectively, from SOC. The revenue and net loss of SOC from August 22, 2025 through September 30, 2025 totaled $10,921 and $166, respectively.

The following represents certain information from the unaudited pro forma Condensed Consolidated Statement of Operations as if SOC had been included in the consolidated results of the Company for the three and nine months ended September 30, 2025:

	Three Months Ended  September 30,		Nine Months Ended September 30,
Pro-forma	2025		2025
Revenue	$	62,136	$	166,174
Gross profit	$	25,356	$	69,786
Net income (loss)	$	(1,852)	$	(2,022)

Alpha Consulting Group Acquisition

On July 23, 2025, the Company announced that it had acquired Alpha Consulting Group (“ACG”) (“Seller”), a Japan-based provider of recruitment services. The acquisition of ACG represents the Company’s entry into the Japanese market as part of its localization strategy for its Business Services segment.

There were no earn-out payment arrangements associated with the transaction. The ACG acquisition was accounted for as a business combination under the acquisition method of accounting. The total purchase price of $146 consisted of $200 paid in cash, plus cash acquired of $14, less a working capital adjustment of $68. The purchase price was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill. The Company incurred $11 of transaction costs related to the ACG acquisition, which were expensed as part of “Office and general.”

The Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026, included revenue of $317 and $788, and net loss of $38 and $189, respectively, from ACG. The Company’s Condensed Consolidated Statements of Operations for the three months ended September 30, 2025, included revenue of $87 and net loss of $49 from ACG.

Below is a summary of the fair value of the net assets acquired on the acquisition date:

	Fair Value
Assets Acquired:
Cash and cash equivalents	$	10
Accounts receivable	29
Prepaid and other	5
Intangible assets	95
Goodwill	242
Restricted cash, non-current	4
Assets Acquired	$	385
Liabilities Assumed:
Current payables	$	77
Accrued salaries, commissions and benefits	3
Accrued expenses and other current liabilities	126
Deferred tax liabilities	33
Liabilities Assumed	$	239
Fair value of consideration transferred	$	146