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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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Star Equity Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
JEFFREY E. EBERWEIN 53 Forest Avenue, Suite 101, Old Greenwich, CT, 06870 203-489-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/25/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
JEFFREY E. EBERWEIN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,149,289.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
30.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Star Equity Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
53 FOREST AVENUE, SUITE 101, OLD GREENWICH,
CONNECTICUT
, 06870. | |
Item 1 Comment:
The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned ("Amendment No. 12"). This Amendment No. 12 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows:
The aggregate purchase price of the 1,149,289 Shares beneficially owned by Mr. Eberwein is approximately $22,560,917, excluding brokerage commissions. In addition to the 1,149,289 Shares, Mr. Eberwein owns 765,077 shares of the Issuer's 10% Series A Cumulative Perpetual Preferred Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On June 25, 2026 Mr. Eberwein (the "Seller") entered into a Rule 10b5-1 of the Securities Exchange Act of 1934 ("Exchange Act") Sales Trading Plan ("10b5-1 Sales Plan") with Ladenburg Thalmann & Co. ("Broker") for the purpose of establishing a trading plan to effect sales of shares of Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, ("Preferred Stock") of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Exchange Act and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1. The Broker is authorized to begin selling Preferred Stock pursuant to the 10b5-1 Sales Plan on October 1, 2026. The 10b5-1 Sales Plan expires on October 1, 2028, unless terminated earlier under certain conditions. There can be no assurance as to how many preferred shares, if any, will be sold pursuant to the 10b5-1 Sales Plan or at what price any such shares of Preferred Stock will be sold. The Seller may in the future modify, amend, suspend, or terminate the 10b5-1 Sales Plan in its sole discretion, and the Seller does not undertake any obligation to disclose any such modification, amendment, suspension, or termination. Notwithstanding, the Broker shall not sell Preferred Stock under the 10b5-1 Sales Plan, while the Broker is selling Preferred Stock as sales agent for the Issuer's ATM offering program. A copy of the 10b5-1 Sales Plan is attached hereto as Exhibit 99.2 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Person is based upon 3,748,404 Shares, which is inclusive of 3,698,954 shares outstanding as of June 29, 2026 in addition to 49,450 Warrants attributed to the Reporting Person. The total number of Shares outstanding is based on information provided by the Issuer to the Reporting Person.
As of the close of business on June 29, 2026, Mr. Eberwein beneficially owned 1,149,289 Shares.
Percentage: 30.66% | |
| (b) | 1. Sole power to vote or direct vote: 1,149,289
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,149,289
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | Jeff Eberwein's transactions in the Shares since the last Schedule 13D/A filed on June 1, 2026 are set forth in Schedule A, attached hereto as Exhibit 99.1, and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Schedule A;
Exhibit 99.2 - Rule 10b5-1 Sales Trading Plan, dated June 25, 2026, by and between Jeffrey E. Eberwein and Ladenburg Thalmann & Co. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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