PERPETUAL PREFERRED STOCK |
6 Months Ended | 12 Months Ended |
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Jun. 30, 2026 |
Dec. 31, 2025 |
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| Equity [Abstract] | ||
| PERPETUAL PREFERRED STOCK | NOTE 15 - PERPETUAL PREFERRED STOCK
Holders of shares of our Series A Preferred Stock are entitled to receive, when, as, and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10% per annum of the liquidation preference of $10 per share. Dividends are payable quarterly, in arrears, by the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. The Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for 6 or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank would be entitled to vote separately as a class for the election of two additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. The Series A Preferred Stock is not subject to redemption by the Company.
On February 13, 2026, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s Preferred Stock of $ per share. The record date for this dividend was March 1, 2026, and the payment date was March 10, 2026. On May 15, 2026, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s Preferred Stock of $ per share. The record date for this dividend was June 1, 2026, and the payment date was June 10, 2026. As of June 30, 2026, we are current on our preferred dividend payments.
On May 18, 2026, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) under which the Company may offer and sell, from time to time, shares of its 10% Series A Cumulative Perpetual Preferred Stock, par value $ per share (the “Series A Preferred Stock”). Sales of Series A Preferred Stock under the Sales Agreement, if any, are made by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market.
During the three months ended June 30, 2026, the Company sold shares of Series A Preferred Stock under the Sales Agreement at a weighted average price of $ per share, for gross proceeds of approximately $816. After deducting commissions and fees of approximately $25, the Company received net proceeds of approximately $790.
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NOTE 15 - PERPETUAL PREFERRED STOCK
Upon the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, we issued shares of our Series A Preferred Stock. Holders of shares of our Series A Preferred Stock are entitled to receive, when, as, and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10% per annum of the liquidation preference of $10 per share. Dividends are payable quarterly, in arrears, by the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. The Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for 6 or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank would be entitled to vote separately as a class for the election of 2 additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. The Series A Preferred Stock is not subject to redemption by the Company.
On August 22, 2025, we announced that our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $ per share for an aggregate amount of approximately $67. The record date for this dividend was September 1, 2025, and the payment date was September 10, 2025. On November 14, 2025, we announced that our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $ per share for an aggregate amount of approximately $673. The record date for this dividend was December 1, 2025, and the payment date was December 10, 2025. As of December 31, 2025, we are current on our preferred dividend payments.
On February 13, 2026, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s Preferred Stock of $ per share, which represents a subsequent event occurring after the balance sheet date and is not reflected as a liability as of December 31, 2025. The record date for this dividend is March 1, 2026, and the payment date is March 10, 2026.
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