HHS

Item 4 is hereby amended to add the following: On August 14, 2026, the Issuer, Star Equity Holdings, Inc., a Delaware corporation ("Star"), and Merger Sub - R, Inc., a Delaware corporation and a wholly owned subsidiary of Star ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation of the merger (the "Merger"), and a wholly owned subsidiary of Star. Subject to the terms and conditions of the Merger Agreement, upon the closing of the Merger and the other transactions contemplated by the Merger Agreement (the "Closing"), (a) any Shares held as treasury stock, or held directly by Star or Merger Sub (or any of their respective subsidiaries), will be canceled, retired and cease to exist, and no consideration will be delivered in exchange therefor, and (b) each then-outstanding Share (other than the Shares described in the foregoing subclause (a)) will be converted into the right to receive, without interest and subject to adjustment as set forth in the Merger Agreement: (1) if, with respect to such Share, an election to receive cash has been properly made pursuant to the terms of the Merger Agreement (each such Share, a "Cash Electing Share"), cash in an amount equal to $5.00 per share (the "Cash Consideration"), (2) if, with respect to such Share, an election to receive shares of the 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, of Star ("Star Preferred Stock") has been made (each such Share, a "Preferred Stock Electing Share"), the right to receive 0.50 shares of Star Preferred Stock (the "Preferred Stock Consideration" and, together with the Cash Consideration, and any combination thereof, and any cash in lieu of fractional shares of Star Preferred Stock, collectively, the "Merger Consideration"), and (3) if such Share is neither a Cash Electing Share or a Preferred Stock Electing Share (each, a "Non-Electing Share"), then, the Cash Consideration, the Preferred Stock Consideration, or a combination of both. Consummation of the Merger is subject to certain closing conditions, including, among other items, approval by the Issuer's stockholders of the adoption of the Merger Agreement and the transactions contemplated thereby (the "Merger Proposal"). Concurrently with the execution of the Merger Agreement, on August 14, 2026, Mr. Radoff, among other directors and certain officers of the Issuer (solely in their capacities as stockholders of the Issuer), entered into separate Voting and Support Agreements (each, a "Support Agreement") with Star and the Issuer. Under the terms of the Support Agreement, Mr. Radoff has agreed, among other things, to vote all of his Shares (including any Shares acquired following the date thereof and prior to the Closing) (i) in favor of the Merger Proposal and (ii) against (x) any action that would reasonably be expected impede or frustrate the Merger Proposal or result in a breach of the Merger Agreement or the Support Agreement or (y) any proposal for an alternative transaction or any definitive agreement in respect of an alternative transaction. The Support Agreement shall terminate upon the earlier of (i) the effective time of the Merger, (ii) the time the Merger Agreement is validly terminated, (iii) an adverse recommendation change by the Issuer's board in accordance with the Merger Agreement, (iv) certain amendments of the Merger Agreement without the consent of Mr. Radoff, or (v) the termination of the Support Agreement upon the mutual written agreement of Star, the Issuer and Mr. Radoff. The Support Agreement contains customary lock-up restrictions binding on Mr. Radoff that will remain in effect during the period prior to the Closing. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The Reporting Person acquired the securities reported herein because he believed the securities represented an attractive investment opportunity. The securities reported herein were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. On May 14, 2025 (the "Effective Date"), Rosenbach entered into a cooperation agreement with the Issuer (the "Cooperation Agreement"). Rosenbach agreed to certain customary standstill provisions that, among other things, prohibit it and its affiliates from: (i) soliciting proxies, (ii) advising or knowingly encouraging others with respect to the voting or disposition of any of the Issuer's securities, subject to limited exceptions, and (iii) acquiring additional Shares. The Cooperation Agreement also contains certain customary mutual non-disparagement provisions. From and after the Effective Date of the Cooperation Agreement until the conclusion of the Issuer's 2026 annual meeting, Rosenbach has agreed to vote all Shares that Rosenbach beneficially owns in accordance with the board of directors (the "Board") recommendations at all stockholder meetings, except that Rosenbach may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement). The Cooperation Agreement will terminate on the date that Rosenbach ceases to beneficially own 10% or more of the issued and outstanding Shares. The foregoing description of the Cooperation Agreement is not complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Issuer's Board, price levels of the Shares, liquidity requirements and other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future, subject to compliance with the Cooperation Agreement and applicable securities laws, take actions with respect to his investment position in the Issuer as he deems appropriate, including, without limitation, purchasing (if and as allowed by the terms of the Cooperation Agreement) or selling Shares or other instruments that are based upon or relate to the value of the Shares of the Issuer in the open market or otherwise.