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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025
or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission file number: 001-38704

HUDSON GLOBAL, INC.
(Exact name of registrant as specified in its charter)

Delaware |  | 59-3547281
(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

53 Forest Avenue, Suite 102, Old Greenwich, CT 06870
(Address of principal executive offices) (Zip Code)
(475) 988-2068
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, $0.001 par value |  | HSON |  | The NASDAQ Stock Market LLC
Preferred Share Purchase Rights |  |  |  | The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ |  | Accelerated filer | ☐
Non-accelerated filer | ☒ |  | Smaller reporting company | ☒
|  |  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class |  | Outstanding on July 25, 2025
Common Stock - $0.001 par value |  | 2,755,335

HUDSON GLOBAL, INC.
INDEX

|  | Page
| PART I – FINANCIAL INFORMATION |
Item 1. | Financial Statements (Unaudited) |
| Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2025 and 2024 | 1
| Condensed Consolidated Statements of Other Comprehensive Income (Loss) - Three and Six Months Ended June 30, 2025 and 2024 | 2
| Condensed Consolidated Balance Sheets – June 30, 2025 and December 31, 2024 | 3
| Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024 | 4
| Condensed Consolidated Statements of Stockholders’ Equity – Three and Six Months Ended June 30, 2025 and 2024 | 5
| Notes to Condensed Consolidated Financial Statements | 6
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 42
Item 4. | Controls and Procedures | 42
| PART II – OTHER INFORMATION |
Item 1. | Legal Proceedings | 43
Item 1A. | Risk Factors | 43
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 43
Item 3. | Defaults Upon Senior Securities | 43
Item 4. | Mine Safety Disclosures | 43
Item 6. | Exhibits | 44
| Exhibit Index | 44
| Signatures | 45

PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Revenue | $ | 35,541 |  |  | $ | 35,712 |  |  | $ | 67,407 |  |  | $ | 69,603 |
Operating expenses: |  |  |  |  |  |  |
Direct contracting costs and reimbursed expenses | 16,906 |  |  | 18,097 |  |  | 32,374 |  |  | 35,658 |
Salaries and related | 14,837 |  |  | 14,325 |  |  | 29,182 |  |  | 29,491 |
Office and general | 2,793 |  |  | 2,412 |  |  | 5,357 |  |  | 5,341 |
Marketing and promotion | 971 |  |  | 778 |  |  | 1,901 |  |  | 1,656 |
Depreciation and amortization | 245 |  |  | 287 |  |  | 528 |  |  | 684 |
Total operating expenses | 35,752 |  |  | 35,899 |  |  | 69,342 |  |  | 72,830 |
Operating loss | (211) |  |  | (187) |  |  | (1,935) |  |  | (3,227) |
Non-operating income (expense): |  |  |  |  |  |  |
Interest (expense) income, net | 54 |  |  | 94 |  |  | 125 |  |  | 187 |
Other expense, net | (186) |  |  | (95) |  |  | (257) |  |  | (134) |
Loss before income taxes | (343) |  |  | (188) |  |  | (2,067) |  |  | (3,174) |
Provision for income taxes | 345 |  |  | 253 |  |  | 377 |  |  | 165 |
Net loss | $ | (688) |  |  | $ | (441) |  |  | $ | (2,444) |  |  | $ | (3,339) |
Loss per share: |  |  |  |  |  |  |
Basic | $ | (0.23) |  |  | $ | (0.15) |  |  | $ | (0.82) |  |  | $ | (1.10) |
Diluted | $ | (0.23) |  |  | $ | (0.15) |  |  | $ | (0.82) |  |  | $ | (1.10) |
Weighted-average shares outstanding: |  |  |  |  |  |  |
Basic | 2,995 |  |  | 3,011 |  |  | 2,990 |  |  | 3,026 |
Diluted | 2,995 |  |  | 3,011 |  |  | 2,990 |  |  | 3,026 |

See accompanying notes to Condensed Consolidated Financial Statements.
- 1 -

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS
(in thousands, except per share amounts)
(unaudited)

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Comprehensive loss: |  |  |  |  |  |  |
Net loss | $ | (688) |  |  | $ | (441) |  |  | $ | (2,444) |  |  | $ | (3,339) |
Other comprehensive income (loss): |  |  |  |  |  |  |
Foreign currency translation adjustment, net of income taxes | 1,124 |  |  | 118 |  |  | 1,548 |  |  | (518) |
Total other comprehensive income (loss), net of income taxes | 1,124 |  |  | 118 |  |  | 1,548 |  |  | (518) |
Comprehensive income (loss) | $ | 436 |  |  | $ | (323) |  |  | $ | (896) |  |  | $ | (3,857) |

See accompanying notes to Condensed Consolidated Financial Statements.
- 2 -

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)

| June 30, 2025 |  | December 31, 2024
ASSETS |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 16,837 |  |  | $ | 17,011 |
Accounts receivable, less allowance for expected credit losses of $205 and $391, respectively | 23,549 |  |  | 20,093 |
Restricted cash, current | 497 |  |  | 476 |
Prepaid and other | 2,410 |  |  | 2,560 |
Total current assets | 43,293 |  |  | 40,140 |
Property and equipment, net of accumulated depreciation of $1,728 and $1,668, respectively | 241 |  |  | 242 |
Operating lease right-of-use assets | 931 |  |  | 1,024 |
Goodwill | 5,760 |  |  | 5,703 |
Intangible assets, net of accumulated amortization of $4,376 and $3,897, respectively | 2,026 |  |  | 2,491 |
Deferred tax assets, net | 3,053 |  |  | 2,648 |
Restricted cash, non-current | 189 |  |  | 180 |
Other assets | 84 |  |  | 155 |
Total assets | $ | 55,577 |  |  | $ | 52,583 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |
Current liabilities: |  |  |
Accounts payable | $ | 2,344 |  |  | $ | 1,789 |
Accrued salaries, commissions, and benefits | 5,707 |  |  | 4,306 |
Accrued expenses and other current liabilities | 5,884 |  |  | 4,504 |
Operating lease obligations, current | 321 |  |  | 623 |
Total current liabilities | 14,256 |  |  | 11,222 |
Income tax payable | 96 |  |  | 93 |
Operating lease obligations | 650 |  |  | 441 |
Other liabilities | 445 |  |  | 399 |
Total liabilities | 15,447 |  |  | 12,155 |
Commitments and contingencies |  |  |
Stockholders’ equity: |  |  |
Preferred stock, $0.001 par value, 10,000 shares authorized; none issued or outstanding | — |  |  | — |
Common stock, $0.001 par value, 20,000 shares authorized; 4,042 and 4,033 shares issued; 2,755 and 2,750 shares outstanding, respectively | 4 |  |  | 4 |
Additional paid-in capital | 494,838 |  |  | 494,209 |
Accumulated deficit | (432,461) |  |  | (430,017) |
Accumulated other comprehensive loss, net of applicable tax | (1,169) |  |  | (2,717) |
Treasury stock, 1,287 and 1,283 shares, respectively, at cost | (21,082) |  |  | (21,051) |
Total stockholders’ equity | 40,130 |  |  | 40,428 |
Total liabilities and stockholders’ equity | $ | 55,577 |  |  | $ | 52,583 |

See accompanying notes to Condensed Consolidated Financial Statements.
- 3 -

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

| Six Months Ended June 30,
| 2025 |  | 2024
Cash flows from operating activities: |  |  |
Net loss | $ | (2,444) |  |  | $ | (3,339) |
Adjustments to reconcile net loss to net cash used by operating activities: |  |  |
Depreciation and amortization | 528 |  |  | 684 |
Provision for expected credit losses | 19 |  |  | 3 |
Benefit from deferred income taxes | (166) |  |  | (250) |
Stock-based compensation | 629 |  |  | 565 |
Changes in operating assets and liabilities, net of effect of dispositions: |  |  |
Increase in accounts receivable | (2,340) |  |  | (5,048) |
Increase (decrease) in prepaid and other assets | 332 |  |  | (351) |
Increase in accounts payable, accrued expenses, and other liabilities | 2,779 |  |  | 1,678 |
Net cash used in operating activities | (663) |  |  | (6,058) |
Cash flows from investing activities: |  |  |
Capital expenditures | (43) |  |  | (23) |
Proceeds from corporate benefit policy | — |  |  | 1,076 |
Net cash (used in) provided by investing activities | (43) |  |  | 1,053 |
Cash flows from financing activities: |  |  |
Purchase of treasury stock (including payment of tax withholdings) | — |  |  | (2,382) |
Cash paid for net settlement of employee restricted stock units | (31) |  |  | (198) |
Net cash used in financing activities | (31) |  |  | (2,580) |
Effect of exchange rates on cash, cash equivalents, and restricted cash | 593 |  |  | (306) |
Net decrease in cash, cash equivalents, and restricted cash | (144) |  |  | (7,891) |
Cash, cash equivalents, and restricted cash, beginning of the period | 17,667 |  |  | 23,170 |
Cash, cash equivalents, and restricted cash, end of the period | $ | 17,523 |  |  | $ | 15,279 |
Supplemental disclosures of cash flow information: |  |  |
Cash received during the period for interest | $ | 97 |  |  | $ | 187 |
Net cash payments during the period for income taxes | $ | 543 |  |  | $ | 467 |
Cash paid for amounts included in operating lease liabilities | $ | 402 |  |  | $ | 396 |
Supplemental non-cash disclosures: |  |  |
Right-of-use assets obtained in exchange for operating lease liabilities | $ | 361 |  |  | $ | — |

See accompanying notes to Condensed Consolidated Financial Statements.
- 4 -

HUDSON GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)

|  | Three Months Ended |  | Six Months Ended |
|  | June 30, 2025 |  | June 30, 2024 |  | June 30, 2025 |  | June 30, 2024 |
|  | Shares |  | Value |  | Shares |  | Value |  | Shares |  | Value |  | Shares |  | Value |
Total stockholders’ equity, beginning balance |  | 2,750 |  |  | $ | 40,428 |  |  | 2,833 |  |  | $ | 44,303 |  |  | 2,750 |  |  | $ | 40,428 |  |  | 2,807 |  |  | $ | 48,554 |  |
Common stock and additional paid-in capital: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning balance |  | 4,035 |  |  | 494,599 |  |  | 3,995 |  |  | 493,418 |  |  | 4,033 |  |  | 494,213 |  |  | 3,896 |  |  | 493,040 |  |
Stock-based compensation expense |  | 7 |  |  | 243 |  |  | 8 |  |  | 86 |  |  | 9 |  |  | 629 |  |  | 107 |  |  | 464 |  |
Ending balance |  | 4,042 |  |  | 494,842 |  |  | 4,003 |  |  | 493,504 |  |  | 4,042 |  |  | 494,842 |  |  | 4,003 |  |  | 493,504 |  |
Treasury stock: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning balance |  | (1,284) |  |  | (21,059) |  |  | (1,162) |  |  | (19,044) |  |  | (1,283) |  |  | (21,051) |  |  | (1,089) |  |  | (17,949) |  |
Purchase of treasury stock (including payment of tax withholdings) |  | — |  |  | — |  |  | (87) |  |  | (1,463) |  |  | — |  |  | — |  |  | (150) |  |  | (2,399) |  |
Purchase of net settled restricted stock from employees |  | (3) |  |  | (23) |  |  | (3) |  |  | (39) |  |  | (4) |  |  | (31) |  |  | (13) |  |  | (198) |  |
Ending balance |  | (1,287) |  |  | (21,082) |  |  | (1,252) |  |  | (20,546) |  |  | (1,287) |  |  | (21,082) |  |  | (1,252) |  |  | (20,546) |  |
Accumulated other comprehensive loss: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning balance |  |  |  | (2,293) |  |  |  |  | (1,926) |  |  |  |  | (2,717) |  |  |  |  | (1,290) |  |
Other comprehensive income (loss) |  |  |  | 1,124 |  |  |  |  | 118 |  |  |  |  | 1,548 |  |  |  |  | (518) |  |
Ending balance |  |  |  | (1,169) |  |  |  |  | (1,808) |  |  |  |  | (1,169) |  |  |  |  | (1,808) |  |
Accumulated deficit: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning balance |  |  |  | (431,773) |  |  |  |  | (428,145) |  |  |  |  | (430,017) |  |  |  |  | (425,247) |  |
Net loss |  |  |  | (688) |  |  |  |  | (441) |  |  |  |  | (2,444) |  |  |  |  | (3,339) |  |
Ending balance |  |  |  | (432,461) |  |  |  |  | (428,586) |  |  |  |  | (432,461) |  |  |  |  | (428,586) |  |
Total stockholders’ equity, ending balance |  | 2,755 |  |  | $ | 40,130 |  |  | 2,751 |  |  | $ | 42,564 |  |  | 2,755 |  |  | $ | 40,130 |  |  | 2,751 |  |  | $ | 42,564 |  |

See accompanying notes to Condensed Consolidated Financial Statements.
- 5 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 1 – BASIS OF PRESENTATION
These interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and should be read in conjunction with the consolidated financial statements and related notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intra-entity balances and transactions between and among the Company and its subsidiaries have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation with no material impact on the condensed consolidated financial statements. For more information, see Note 2 to the Condensed Consolidated Financial Statements.
NOTE 2 – DESCRIPTION OF BUSINESS
The Company delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in fifteen countries with three reportable geographic business segments: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, the Company provides RPO clients with a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client.
On May 21, 2025, the Company, HSON Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Star Equity Holdings, Inc., a Delaware corporation (“Star”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the merger (the “Merger”), and a wholly owned subsidiary of the Company. 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, each then-outstanding share of Star common stock will be converted into the right to receive 0.23 shares of Hudson common stock calculated in accordance with the terms of the Merger Agreement and each then-outstanding share of Star Series A preferred stock will be converted into the right to receive one (1) share of newly created Company Series A preferred stock in accordance with the terms of the Merger Agreement. The Company intends to seek the approval of its stockholders for the issuance of Company common stock at its next annual meeting, currently scheduled for August 21, 2025. Additional information regarding the proposed Merger and the upcoming stockholder meeting is set forth in the Company’s Current Report on Form 8-K dated May 22, 2025, the Company’s registration statement on Form S-4 (File No. 333-288531) declared effective by the SEC on July 22, 2025 and the Company’s joint proxy statement/prospectus dated July 23, 2025.
If the Merger is consummated, the nature of the Company’s business will change materially. Following the closing, the Company intends to operate as a diversified holding company, with its business activities primarily consisting of managing and
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
operating a portfolio of businesses, including Hudson RPO. The Company anticipates that its future operations, financial condition, and results of operations will be significantly different from its historical operations. The consummation of the Merger is subject to the satisfaction or waiver of conditions set forth in the Merger Agreement, including the approval of the stockholders of both Star and the Company. Consequently, there can be no assurance that the Merger will be completed as proposed or at all.
In October 2024, the Company made a focused investment in Latin America to help drive our support and growth within the region by hiring a seasoned leader to spearhead efforts there. Further in 2024, the Company enhanced its growth trajectory in North America, making investments in both its talent and geographic presence. It hired professionals to lead efforts in several areas, including executive search, finance, and communications, and increased its investment in the Tampa, Florida talent hub.
On March 12, 2024 and April 15, 2024, the Company announced that it had entered into strategic agreements with Executive Solutions and Striver, respectively, both of which are Dubai-based talent solutions companies. These agreements allowed the Company to expand its global footprint and client base in the Middle East market. The Company evaluated the agreements under ASC 805 “Business Combinations” and determined that the transactions did not qualify as either business combinations or asset purchases. Payments associated with these agreements were classified as compensation expense and were included in the “Salaries and related” caption on the Company’s Condensed Consolidated Statements of Operations.
In February 2024, Hudson RPO announced an expansion of its service offerings to include executive search in North America, focusing on Life Sciences and Human Resources. This expansion, coupled with the Company’s existing RPO strategy, provides a comprehensive talent acquisition approach, enabling clients to develop streamlined and centralized hiring strategies within a flexible and scalable total talent solution. This service offering better positions the Company as a strategic partner helping clients to implement successful business strategies.
See Note 14 to the Condensed Consolidated Financial Statements for further details regarding the Company’s reportable segments: Americas, Asia Pacific, and EMEA.
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
NOTE 3 – ACCOUNTING PRONOUNCEMENTS
Recent Accounting Standard Update Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies FASB Accounting Standards Codification 740 to enhance the transparency and decision usefulness of income tax disclosures. ASU No. 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this new guidance and expects to adopt it in the annual report for the fiscal year ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on both an interim and annual basis. Subsequently, in January 2025, the FASB issued ASU 2025-01, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance is effective for the Company for fiscal years beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. It may be applied on a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating the update to determine the impact on the Company’s disclosures.
Adoption of New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU improve segment reporting requirements, primarily through enhanced disclosures on significant segment expenses. Other disclosures that the ASU requires public entities to provide include the title and position of the Chief Operating Decision Maker (“CODM”) and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU for the year ended December 31, 2024, and has disclosed significant expenses reviewed by the CODM for each reportable segment, with no additional significant expenses identified beyond those presented. See Note 15.“Segment and Geographic Data” to the Condensed Consolidated Financial Statements.
NOTE 4 – REVENUE RECOGNITION
Nature of Services
We account for a contract when both parties to the contract have approved the contract, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenues are recognized over time, using an input or output method, as the control of the promised services is transferred to the client in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The majority of our contracts are short-term in nature as they include termination clauses that allow either party to cancel within a short termination period, without cause. Revenue includes billable travel and other reimbursable costs and is reported net of sales or use taxes collected from clients and remitted to taxing authorities.
We generally determine standalone selling prices based on the prices included in our client contracts, using expected cost plus profit, or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including usage-based fees that increase the transaction price and volume rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using the expected value method based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is
- 8 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
resolved. Other than bonuses to be paid to contractors, on behalf of our clients, our estimated amounts of variable consideration subject to constraints are not material, and we do not believe that there will be significant changes to our estimates. Certain contract employees are entitled to performance bonuses at the sole discretion of the client and are constrained until approved. For the three and six months ended June 30, 2025, approximately $0.9 million and $1.0 million in bonuses, respectively, were approved and paid to our contract employees. No bonuses were approved and paid to our contract employees on behalf of our clients for the three and six months ended June 30, 2024.
We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that such rights to consideration are conditional on satisfaction of future performance obligations. A contract liability for deferred revenue is recorded when consideration is received, or is unconditionally due, from a client prior to transferring control of services to the client under the terms of a contract. Deferred revenue balances typically result from advance payments received from clients prior to transferring control of services. Other than deferred revenue, we do not have any material contract assets or liabilities as of and for the six months ended June 30, 2025 and 2024. As of June 30, 2025 and December 31, 2024, deferred revenue was $118 and $129, respectively, and was included in the “Accrued expenses and other current liabilities” caption on the Company’s Condensed Consolidated Balance Sheets.
Payment terms vary by client and the services being provided to the client. We consider payment terms that exceed one year to be extended payment terms. Substantially all of the Company’s contracts include payment terms of 90 days or less, and we do not extend payment terms beyond one year.
We primarily record revenue on a gross basis in the Condensed Consolidated Statements of Operations and Comprehensive Income based upon the following key factors:
•We maintain the direct contractual relationship with the client and are responsible for fulfilling the service promised to the client.
•We maintain control over our contractors while the services to the client are being performed, including our contractors’ billing rates, and are ultimately responsible for paying them.
RPO. We provide complete recruitment outsourcing, project-based outsourcing, and recruitment consulting services for clients’ permanent staff hires. We recognize revenue for our RPO over time in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services. The client simultaneously receives and consumes the benefits of the services as they are provided. The transaction prices contain both fixed fees and variable consideration. Variable consideration is constrained by candidates accepting offers of permanent employment. We recognize revenue on fixed fees as the performance obligations are satisfied and variable fees as the constraint is lifted. We do not incur incremental costs to obtain our RPO contracts. The costs to fulfill these contracts are expensed as incurred.
We recognize permanent placement revenue when employment candidates accept offers of permanent employment. We have a substantial history of estimating the financial impact of permanent placement candidates who do not remain with our clients through a guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.
Contracting. We provide clients with a range of outsourced professional contract staffing services and managed service provider services, sometimes offered on a standalone basis and sometimes offered as part of a blended total talent solution. We recognize revenue for our contracting services over time as services are performed in an amount that reflects the consideration we expect to be entitled to and have an enforceable right to payment in exchange for our services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The client simultaneously receives and consumes the benefits of the services as they are provided. We do not incur incremental costs to obtain our contracts for outsourced professional contract staffing services and managed service provider services. The costs incurred to fulfill these contracts are expensed as incurred.
Unsatisfied performance obligations. As a practical expedient, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an expected original duration of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Disaggregation of Revenue
The following table presents our disaggregated revenues by revenue source. For additional information on the revenues by geographical segment, see Note 14 to the Condensed Consolidated Financial Statements.

| Three Months Ended June 30,
| 2025 |  | 2024 |
RPO | $ | 17,428 |  |  | $ | 17,770 |  |
Contracting | 18,113 |  |  | 17,942 |  |
Total Revenue | $ | 35,541 |  |  | $ | 35,712 |  |
| Six Months Ended June 30,
| 2025 |  | 2024 |
RPO | $ | 33,170 |  |  | $ | 33,608 |  |
Contracting | 34,237 |  |  | 35,995 |  |
Total Revenue | $ | 67,407 |  |  | $ | 69,603 |  |

NOTE 5 – ACCOUNTS RECEIVABLE, NET
Accounts receivable balances are composed of trade and unbilled receivables. Unbilled accounts receivable represent revenue recorded in advance of processing formal invoices pursuant to the completion of contract provisions and, generally, become billable at contractually specified dates. Unbilled receivables of $7,718 and $5,925 as of June 30, 2025 and December 31, 2024, respectively, are expected to be invoiced and collected within one year. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditioned on satisfaction of future performance obligations. Accounts receivable, net, are stated at the amount the Company expects to collect, which is net of estimated losses resulting from the inability of its customers to make required payments.
The Company generally establishes customer credit limits and estimates the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer’s credit quality and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality. The allowance for expected credit losses is determined based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends.
The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:

| June 30, |  | December 31, |
Accounts Receivable: | 2025 |  | 2024 |
Billed receivables | $ | 16,036 |  |  | $ | 14,559 |  |
Unbilled receivables | 7,718 |  |  | 5,925 |  |
Accounts Receivable, Gross | $ | 23,754 |  |  | $ | 20,484 |  |
Allowance for expected credit losses | (205) |  |  | (391) |  |
Accounts Receivable, Net | $ | 23,549 |  |  | $ | 20,093 |  |

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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The following table summarizes the total provision for expected credit losses and write-offs:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Beginning balance | $ | 227 |  |  | $ | 367 |  |  | $ | 391 |  |  | $ | 378 |
Provision for expected credit losses | 13 |  |  | 11 |  |  | 19 |  |  | 3 |
Write-offs | (35) |  |  | — |  |  | (205) |  |  | (3) |
Ending Balance | $ | 205 |  |  | $ | 378 |  |  | $ | 205 |  |  | $ | 378 |

NOTE 6 – STOCK-BASED COMPENSATION
Incentive Compensation Plan
The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020 and May 17, 2022 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate on the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.
The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On May 17, 2022, the Company’s stockholders at the 2022 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 250,000 shares. As of June 30, 2025, there were 50,524 shares of the Company’s common stock available for future issuance under the ISAP.
All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.
For the six months ended June 30, 2025, the Company granted 48,688 restricted stock units subject to performance vesting conditions for the year ended December 31, 2025. For the six months ended June 30, 2024, the Company granted 47,647 restricted stock units subject to performance vesting conditions for the year ended December 31, 2024, and granted 12,540 of discretionary time-vested restricted stock units to certain employees that were not subject to performance conditions.
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Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
A summary of the quantity and vesting conditions for stock-based units granted to the Company’s employees for the six months ended June 30, 2025 was as follows:

Vesting conditions |  |  |  |  |  | Number of Restricted Stock Units Granted |  |
Performance and service conditions - Type 1 (1) (2) |  |  |  |  |  | 13,296 |  |  |
Performance and service conditions - Type 2 (1) (2) |  |  |  |  |  | 35,392 |  |  |
Total shares of stock award granted |  |  |  |  |  | 48,688 |  |  |

(1)The performance conditions with respect to restricted stock units may be satisfied as follows:
(a)For grants to Corporate office employees subject to 2024 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a “group adjusted EBITDA”.
(2)To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
(a)33% and 66.6% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the first anniversary of the grant date;
(b)33% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the second anniversary of the grant date; and
(c)34% and 16.7% for Type 1 and Type 2, respectively, of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.
The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. The restricted stock units vest immediately upon grant and are credited to each of the non-employee director’s retirement accounts under the Director Plan. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the six months ended June 30, 2025, the Company granted 7,868 restricted stock units to its non-employee directors pursuant to the Director Plan.
As of June 30, 2025, 244,063 restricted stock units are deferred under the Company’s ISAP.
For the three and six months ended June 30, 2025 and 2024, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:

|  | Three Months Ended June 30, |  | Six Months Ended June 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Restricted stock units |  | 243 |  |  | 86 |  |  | 629 |  |  | 464 |
Restricted stock units-cash settled liabilities |  | — |  |  | 101 |  |  | — |  |  | 101 |
Total |  | $ | 243 |  |  | $ | 187 |  |  | $ | 629 |  |  | $ | 565 |

Restricted Stock Units
As of June 30, 2025, the Company had $1,119 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 0.8 years. Restricted stock units have no voting or dividend rights until the awards are vested.
- 12 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Changes in the Company’s restricted stock units for the six months ended June 30, 2025 and 2024 were as follows:

| Six Months Ended June 30, 2025 |  |  |  |
| Performance-based |  | Time-based/Director |  | Total |  |
| Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  |  |  |
Unvested restricted stock units at January 1, 2025 | 55,591 |  |  | $ | 17.58 |  |  | 128,474 |  |  | $ | 14.96 |  |  | 184,065 |  |  | $ | 15.75 |  |  |  |  |
Granted | 48,688 |  |  | $ | 13.15 |  |  | 7,868 |  |  | $ | 10.04 |  |  | 56,556 |  |  | $ | 12.72 |  |  |  |  |
Vested | (7,280) |  |  | $ | 35.57 |  |  | (11,522) |  |  | $ | 12.46 |  |  | (18,802) |  |  | $ | 21.41 |  |  |  |  |
Forfeited | (48,311) |  |  | $ | 14.87 |  |  | (3,264) |  |  | $ | 20.97 |  |  | (51,575) |  |  | $ | 15.26 |  |  |  |  |
Unvested restricted stock units at June 30, 2025 | 48,688 |  |  | $ | 13.15 |  |  | 121,556 |  |  | $ | 14.72 |  |  | 170,244 |  |  | $ | 14.27 |  |  |  |  |

(a) The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

| Six Months Ended June 30, 2024 |  |  |  |
| Performance-based |  | Time-based/Director |  | Total |  |
| Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | Number of Shares of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  |  |  |
Unvested restricted stock units at January 1, 2024 | 95,264 |  |  | $ | 23.49 |  |  | 80,422 |  |  | $ | 16.50 |  |  | 175,686 |  |  | $ | 20.29 |  |  |  |  |
Granted | 47,647 |  |  | $ | 14.51 |  |  | 17,212 |  |  | $ | 16.07 |  |  | 64,859 |  |  | $ | 14.93 |  |  |  |  |
Vested | (56,263) |  |  | $ | 21.69 |  |  | (10,835) |  |  | $ | 18.49 |  |  | (67,098) |  |  | $ | 21.17 |  |  |  |  |
Forfeited | (28,841) |  |  | $ | 22.27 |  |  | (340) |  |  | $ | 17.72 |  |  | (29,181) |  |  | $ | 22.22 |  |  |  |  |
Unvested restricted stock units at June 30, 2024 | 57,807 |  |  | $ | 18.45 |  |  | 86,459 |  |  | $ | 16.16 |  |  | 144,266 |  |  | $ | 17.08 |  |  |  |  |

(a) The number of shares earned above target are based on the performance target established by th
NOTE 7 – INCOME TAXES
Income Tax Provision
Under ASC 270, “Interim Reporting”, and ASC 740-270, “Income Taxes – Interim Reporting”, the Company is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740-270 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.
Effective Tax Rate
The provision for income taxes for the six months ended June 30, 2025 was $377 on a pre-tax loss of $2,067, compared to a provision for income taxes of $165 on pre-tax loss of $3,174 for the same period in 2024. The Company’s effective income tax rate ("ETR") was negative 18% and negative 5% for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized foreign tax rate differences, and non-deductible expenses. For the six months ended June 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.
- 13 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Uncertain Tax Positions
As of both June 30, 2025 and December 31, 2024, the Company had $60, respectively, of unrecognized tax benefits, excluding interest and penalties, which if recognized in the future, would lower the Company’s effective income tax rate.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of June 30, 2025 and December 31, 2024, the Company had $36 and $33, respectively, of accrued interest and penalties associated with unrecognized tax benefits.
Based on information available as of June 30, 2025, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by $0 over the next 12 months as a result of projected resolutions of global tax examinations and controversies and potential expirations of the applicable statutes of limitations.
In many cases, the Company’s unrecognized tax benefits are related to tax years that remain subject to examination by the relevant tax authorities. Tax years with net operating losses (“NOLs”) remain open until such losses expire or until the statutes of limitations for those years when the NOLs are used expire. As of June 30, 2025, the Company’s open tax years, which remain subject to examination by the relevant tax authorities, are between 2019 and 2025 depending on the jurisdiction.

The Company believes that its unrecognized tax benefits as of June 30, 2025 are appropriately reflected for all years subject to examination above.
Net Operating Losses (“NOLs”), Capital Losses, and Valuation Allowance
The Company recorded a valuation allowance against all of our consolidated US deferred tax assets for NOLs and Capital Losses as of June 30, 2025 and December 31, 2024. We intend to continue maintaining a full valuation allowance on our deferred tax assets for NOLs until there is sufficient evidence to support the reversal of all or some portion of these allowances in the future.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes a broad range of tax reform provisions that may affect the Company’s financial results. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the Company’s income tax expense and deferred tax assets; however, it is not expected to have a material impact to our Consolidated Financial Statements.
NOTE 8 – LOSS PER SHARE
Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of shares outstanding during the period. When the effects are not anti-dilutive, diluted loss per share is computed by dividing the Company’s net loss by the weighted average number of shares outstanding and the impact of all dilutive potential common shares, primarily stock options “in-the-money”, unvested restricted stock, and unvested restricted stock units. The dilutive impact of stock options, unvested restricted stock, and unvested restricted stock units is determined by applying the “treasury stock” method. Performance-based restricted stock awards are included in the computation of diluted loss per share only to the extent that the underlying performance conditions: (i) are satisfied prior to the end of the reporting period; or (ii) would be satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. Stock awards subject to vesting or exercisability based on the achievement of market conditions are included in the computation of diluted earnings per share only when the market conditions are met.
A reconciliation of the numerators and denominators of the basic and diluted loss per share calculations for the three and six months ended June 30, 2025 and 2024 were as follows:
- 14 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

|  | Three Months Ended June 30, |  | Six Months Ended June 30, |
|  | 2025 |  | 2024 |  | 2025 |  | 2024 |
Loss per share (“EPS”): |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.23) |  |  | $ | (0.15) |  |  | $ | (0.82) |  |  | $ | (1.10) |  |
Diluted |  | $ | (0.23) |  |  | $ | (0.15) |  |  | $ | (0.82) |  |  | $ | (1.10) |  |
EPS numerator - basic and diluted: |  |  |  |  |  |  |  |  |
Net loss |  | $ | (688) |  |  | $ | (441) |  |  | $ | (2,444) |  |  | $ | (3,339) |  |
EPS denominator (in thousands): |  |  |  |  |  |  |  |  |
Weighted average common stock outstanding - basic |  | 2,995 |  |  | 3,011 |  |  | 2,990 |  |  | 3,026 |  |
Common stock equivalents: restricted stock units and restricted shares of common stock (a) |  | — |  |  | — |  |  | — |  |  | — |  |
Weighted average number of common stock outstanding - diluted |  | 2,995 |  |  | 3,011 |  |  | 2,990 |  |  | 3,026 |  |

(a) The diluted weighted average number of shares of common stock outstanding did not differ from the basic weighted average number of shares of common stock outstanding because the effects of any potential common stock equivalents (see Note 6 to the Condensed Consolidated Financial Statements for further details on unvested restricted stock units) were anti-dilutive and therefore not included in the calculation of the denominator of dilutive earnings per share.
NOTE 9– GOODWILL AND INTANGIBLE ASSETS
Goodwill
For the six months ended June 30, 2025 and the twelve months ended December 31, 2024, the changes in carrying amount of goodwill were as follows:

|  | Carrying Value |  |
|  | 2025 |  |
Goodwill, January 1, |  | $ | 5,703 |  |  |
Currency translation |  | 57 |  |  |
Goodwill, June 30, 2025 |  | $ | 5,760 |  |  |

|  |  | Carrying Value |  |
|  |  | 2024 |  |
Goodwill, January 1, |  |  | $ | 5,749 |  |  |
Currency translation |  |  | (46) |  |  |
Goodwill, December 31, 2024 |  |  | $ | 5,703 |  |  |

- 15 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Intangible Assets
The Company’s intangible assets consisted of the following components as of June 30, 2025 and December 31, 2024:

June 30, 2025 |  | Weighted Average Remaining Amortization Useful Lives (in years) |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Non-compete agreements |  | 3.1 |  | $ | 147 |  |  | $ | (126) |  |  | $ | 21 |
Trade name |  | 5.9 |  | 1,639 |  |  | (840) |  |  | 799 |
Customer lists |  | 2.2 |  | 3,959 |  |  | (2,756) |  |  | 1,203 |
Developed technology |  | 0.5 |  | 657 |  |  | (654) |  |  | 3 |
|  |  |  | $ | 6,402 |  |  | $ | (4,376) |  |  | $ | 2,026 |

December 31, 2024 |  | Weighted Average Remaining Amortization Useful Lives (in years) |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Non-compete agreements |  | 2.9 |  | $ | 145 |  |  | $ | (116) |  |  | $ | 29 |
Trade name |  | 6.1 |  | 1,634 |  |  | (731) |  |  | 903 |
Customer lists |  | 2.6 |  | 3,952 |  |  | (2,399) |  |  | 1,553 |
Developed technology |  | 1.0 |  | 657 |  |  | (651) |  |  | 6 |
|  |  |  | $ | 6,388 |  |  | $ | (3,897) |  |  | $ | 2,491 |

Amortization expense for the three and six months ended June 30, 2025 was $238 and $476, respectively. Intangible assets are amortized on a straight-line basis over their estimated useful lives. No impairment in the value of amortizable intangible assets was recognized during the six months ended June 30, 2025 and 2024.
Estimated future amortization expense for intangible assets for the remainder of the fiscal year ending December 31, 2025, and for each of the next fiscal years are as follows:

2025 |  |  | $ | 395 |
2026 |  |  | 637 |
2027 |  |  | 551 |
2028 |  |  | 131 |
2029 |  |  | 110 |
Thereafter | 202 |
|  |  | $ | 2,026 |

- 16 -

HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The change in the book value of amortizable intangible assets is as follows:

|  | January 1, 2025 Beginning Balance |  |  |  | Amortization |  | Translation and Other |  | June 30, 2025 Ending Balance
Non-compete agreements |  | $ | 29 |  |  |  |  | $ | (9) |  |  | $ | 1 |  |  | $ | 21 |
Trade name |  | 903 |  |  |  |  | (109) |  |  | 5 |  |  | 799 |
Customer lists |  | 1,553 |  |  |  |  | (355) |  |  | 5 |  |  | 1,203 |
Developed technology |  | 6 |  |  |  |  | (3) |  |  | — |  |  | 3 |
|  | $ | 2,491 |  |  |  |  | $ | (476) |  |  | $ | 11 |  |  | $ | 2,026 |

NOTE 10 – CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash, cash equivalents, and restricted cash as reported within the accompanying Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 was as follows:

| June 30, 2025 |  | December 31, 2024
Cash and cash equivalents | $ | 16,837 |  |  | $ | 17,011 |
Restricted cash, current | 497 |  |  | 476 |
Restricted cash, non-current | 189 |  |  | 180 |
Total cash, cash equivalents, and restricted cash | $ | 17,523 |  |  | $ | 17,667 |

Restricted cash primarily includes lease and collateral deposits, as well as bank guarantees for licensing.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Litigation and Complaints
The Company is subject, from time to time, to various claims, lawsuits, contracts disputes, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities arising in the ordinary course of business. The Company routinely monitors claims such as these, and records provisions for losses when the claim becomes probable and the amount due is estimable. Although the outcome of these claims cannot be determined, the Company believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.
For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any legal reserves as of June 30, 2025 and December 31, 2024.
Operating Leases
Our office space leases have lease terms of one year to five years. Some of these operating leases include options to extend the lease terms, and some operating leases include options to terminate the leases earlier than the expiration of the full terms. These options are considered in our determination of the valuation of our right-of-use assets and lease liabilities.
None of our operating leases include implicit rates, and we have determined that the difference between the contractual cost basis and the present value of lease payments calculated using incremental borrowing rates is not material. Our operating lease costs for the six months ended June 30, 2025 and 2024 were $575 and $679, respectively (reflected in Net cash used in operating activities). The weighted average remaining lease term of our operating leases as of June 30, 2025 was 3.7 years.
- 17 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
As of June 30, 2025, future minimum operating lease payments are as follows:

| 2025 |  | 2026 |  | 2027 |  | 2028 |  | 2029 |  | 2030 |  | Total
Minimum lease payments | $ | 229 |  |  | $ | 241 |  |  | $ | 163 |  |  | $ | 163 |  |  | $ | 127 |  |  | $ | 48 |  |  | $ | 971 |

Invoice Finance Credit Facility
On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of 4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of June 30, 2025, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $4 and $8 for the three and six months ended June 30, 2025, respectively, and $5 and $9 for the three and six months ended June 30, 2024, respectively.
The NAB Facility Agreement contains various restrictions and covenants for the Australian Borrower including (1) that EBITDA must be at least two times total interest paid on debt on a 12-month rolling basis; (2) minimum tangible net worth must be at least 2.5 million Australian dollars and be equal to at least 25% of total tangible assets on June 30 and December 31 (as defined in the NAB Facility Agreement); and (3) additional periodic reporting requirements to NAB. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of June 30, 2025.
Amounts borrowed from the NAB Facility may be large, contain short maturities and have quick turnovers. Amounts borrowed and repaid are presented on a net basis on the Condensed Consolidated Statements of Cash Flows.
On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023 (see Note 5 to the Consolidated Financial Statements in Item 8), and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024. As a result, no interest expense or fees were incurred during the three and six months ended June 30, 2025. Interest expense and fees incurred on the HSBC Facility Agreement were $2 and $6 for the three and six months ended June 30, 2024.
NOTE 12 – STOCKHOLDERS’ EQUITY
Common Stock
On August 8, 2023, the Company’s Board of Directors authorized a repurchase program for up to $5,000 of the Company’s outstanding shares of common stock. The Company intends to repurchase shares from time to time, as market conditions warrant, through open market purchases, privately negotiated transactions, block purchases, or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). This authorization does not expire. During the six months ended June 30, 2025, no repurchases of shares were made by the Company under this authorization. During six months ended June 30, 2024 the Company repurchased a total of 131,438 shares of its common stock for a cost of $2,119 under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $655 that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1,181,as well as 17,621 shares of its common stock on the open market for a cost of $283.
The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be
- 18 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
NOTE 13 – SHELF REGISTRATION STATEMENT
On June 30, 2022, the Company filed a shelf registration on Form S-3 with the SEC. Under the Form S-3, the Company may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, shares of its common stock, shares of preferred stock, debt securities, subscription rights, purchase contracts, or units, which together shall have an aggregate initial offering price not to exceed $100,000. The registration statement was declared effective by the SEC on July 26, 2022. As of June 30, 2025, no securities had been offered or issued under the registration statement.
NOTE 14 – SEGMENT AND GEOGRAPHIC DATA
Segment Reporting
The Company manages its business primarily on a geographic basis, with three reportable segments: the Hudson regional businesses of Americas, Asia Pacific, and EMEA. The reportable segments are consistent with management's approach to segment reporting used by the Global Chief Executive Officer of Hudson Global Inc. and the Global Chief Executive Officer (“CODM”) of Hudson RPO, who both serve as the Company’s Chief Operating Decision Maker, to assess segment performance and allocate resources. The Americas segment includes the United States and Canada. The EMEA segment includes the United Kingdom and countries across Continental Europe and the United Arab Emirates, while the Asia Pacific segment comprises Australia, New Zealand, and other countries in Asia. The Company evaluates the performance of its reportable segments using an EBITDA metric which is defined as earnings before interest, income taxes, depreciation, and amortization. In addition, certain corporate-related costs are not allocated to the segments. Each reportable segment generates its revenue through RPO services, consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies.
Corporate expenses are reported separately for the three reportable segments and pertain to certain functions, such as executive management, corporate governance, investor relations, legal, accounting, tax, and treasury. A portion of these expenses are attributed to the reportable segments for providing the above services to them, and have been allocated to the segments as management service expenses, and are included in the segments’ non-operating other income (expense). We have disclosed for each reportable segment the significant expense that is reviewed by CODM in the tables below with no additional significant expenses beyond those presented. Segment information is presented in accordance with ASC 280, “Segment Reporting.” This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with U.S. GAAP. Accounts receivable and long-lived assets are the only significant assets separated by segment for internal reporting purposes.
- 19 -

Index
HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

| Americas |  | Asia Pacific |  | EMEA |  | Corporate |  | Inter-Segment Elimination |  | Total
For The Three Months Ended June 30, 2025 |  |  |  |  |  |
Revenue, from external customers | $ | 7,138 |  |  | $ | 21,570 |  |  | $ | 6,833 |  |  | $ | — |  |  | $ | — |  |  | $ | 35,541 |
Inter-segment revenue | 68 |  |  | — |  |  | — |  |  | — |  |  | (68) |  |  | — |
Total revenue | $ | 7,206 |  |  | $ | 21,570 |  |  | $ | 6,833 |  |  | $ | — |  |  | $ | (68) |  |  | $ | 35,541 |
Adjusted net revenue, from external customers (a) | $ | 6,299 |  |  | $ | 8,839 |  |  | $ | 3,497 |  |  | $ | — |  |  | $ | — |  |  | $ | 18,635 |
Inter-segment adjusted net revenue | 69 |  |  | (69) |  |  | — |  |  | — |  |  | — |  |  | — |
Total adjusted net revenue | $ | 6,368 |  |  | $ | 8,770 |  |  | $ | 3,497 |  |  | $ | — |  |  | $ | — |  |  | $ | 18,635 |
Salaries and related | $ | (4,689) |  |  | $ | (6,061) |  |  | $ | (3,710) |  |  | $ | (377) |  |  | $ | — |  |  | $ | (14,837) |
EBITDA (loss) (b) | $ | 228 |  |  | $ | 1,427 |  |  | $ | (701) |  |  | $ | (1,106) |  |  | $ | — |  |  | $ | (152) |
Depreciation and amortization | (204) |  |  | (35) |  |  | (4) |  |  | (2) |  |  | — |  |  | (245) |
Intercompany dividend/interest (expense) income, net | — |  |  | (124) |  |  | — |  |  | 124 |  |  | — |  |  | — |
Interest income, net | — |  |  | (33) |  |  | — |  |  | 87 |  |  | — |  |  | 54 |
(Provision for) benefit from income taxes | (43) |  |  | (407) |  |  | 78 |  |  | 27 |  |  | — |  |  | (345) |
Net income (loss) | $ | (19) |  |  | $ | 828 |  |  | $ | (627) |  |  | $ | (870) |  |  | $ | — |  |  | $ | (688) |
For The Six Months Ended June 30, 2025 |  |  |  |  |  |  |  |
Revenue, from external customers | $ | 13,990 |  |  | $ | 40,697 |  |  | $ | 12,720 |  |  | $ | — |  |  | $ | — |  |  | $ | 67,407 |
Inter-segment revenue | 158 |  |  | 1 |  |  | — |  |  | — |  |  | (159) |  |  | — |
Total revenue | $ | 14,148 |  |  | $ | 40,698 |  |  | $ | 12,720 |  |  | $ | — |  |  | $ | (159) |  |  | $ | 67,407 |
Adjusted net revenue, from external customers (a) | $ | 12,279 |  |  | $ | 16,050 |  |  | $ | 6,704 |  |  | $ | — |  |  | $ | — |  |  | $ | 35,033 |
Inter-segment adjusted net revenue | 158 |  |  | (157) |  |  | (1) |  |  | — |  |  | — |  |  | — |
Total adjusted net revenue | $ | 12,437 |  |  | $ | 15,893 |  |  | $ | 6,703 |  |  | $ | — |  |  | $ | — |  |  | $ | 35,033 |
Salaries and related | $ | (9,507) |  |  | $ | (11,779) |  |  | $ | (7,068) |  |  | $ | (828) |  |  | $ | — |  |  | $ | (29,182) |
EBITDA (loss) (b) | $ | 87 |  |  | $ | 1,710 |  |  | $ | (1,339) |  |  | $ | (2,122) |  |  | $ | — |  |  | $ | (1,664) |
Depreciation and amortization | (445) |  |  | (70) |  |  | (8) |  |  | (5) |  |  | — |  |  | (528) |
Intercompany dividend/interest (expense) income, net | — |  |  | (247) |  |  | — |  |  | 247 |  |  | — |  |  | — |
Interest income, net | — |  |  | (31) |  |  | — |  |  | 156 |  |  | — |  |  | 125 |
(Provision for) benefit from income taxes | (63) |  |  | (493) |  |  | 108 |  |  | 71 |  |  | — |  |  | (377) |
Net income (loss) | $ | (421) |  |  | $ | 869 |  |  | $ | (1,239) |  |  | $ | (1,653) |  |  | $ | — |  |  | $ | (2,444) |
As of June 30, 2025 |  |  |  |  |  |  |  |  |  |  |
Accounts receivable, net | $ | 5,664 |  |  | $ | 12,878 |  |  | $ | 5,006 |  |  | $ | 1 |  |  | $ | — |  |  | $ | 23,549 |
Long-lived assets, net of accumulated depreciation and amortization (c) | $ | 6,190 |  |  | $ | 1,796 |  |  | $ | 19 |  |  | $ | 22 |  |  | $ | — |  |  | $ | 8,027 |
Total assets | $ | 14,608 |  |  | $ | 23,072 |  |  | $ | 9,081 |  |  | $ | 8,816 |  |  | $ | — |  |  | $ | 55,577 |

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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)

| Americas |  | Asia Pacific |  | EMEA |  | Corporate |  | Inter- Segment Elimination |  | Total
For The Three Months Ended June 30, 2024 |  |  |  |  |  |  |  |
Revenue, from external customers | $ | 6,972 |  |  | $ | 22,649 |  |  | $ | 6,091 |  |  | $ | — |  |  | $ | — |  |  | $ | 35,712 |
Inter-segment revenue | 59 |  |  | — |  |  | 34 |  |  | — |  |  | (93) |  |  | — |
Total revenue | $ | 7,031 |  |  | $ | 22,649 |  |  | $ | 6,125 |  |  | $ | — |  |  | $ | (93) |  |  | $ | 35,712 |
Adjusted net revenue, from external customers (a) | $ | 6,344 |  |  | $ | 7,627 |  |  | $ | 3,644 |  |  | $ | — |  |  | $ | — |  |  | $ | 17,615 |
Inter-segment adjusted net revenue | 58 |  |  | (92) |  |  | 34 |  |  | — |  |  | — |  |  | — |
Total adjusted net revenue (a) | $ | 6,402 |  |  | $ | 7,535 |  |  | $ | 3,678 |  |  | $ | — |  |  | $ | — |  |  | $ | 17,615 |
Salaries and related | $ | (4,893) |  |  | $ | (6,072) |  |  | $ | (3,062) |  |  | $ | (298) |  |  | $ | — |  |  | $ | (14,325) |
EBITDA (loss) (b) | $ | 402 |  |  | $ | 224 |  |  | $ | 149 |  |  | $ | (770) |  |  | $ | — |  |  | $ | 5 |
Depreciation and amortization | (232) |  |  | (46) |  |  | (7) |  |  | (2) |  |  | — |  |  | (287) |
Intercompany (expense) interest income, net | — |  |  | (131) |  |  | — |  |  | 131 |  |  | — |  |  | — |
Interest (expense) income, net | — |  |  | 2 |  |  | — |  |  | 92 |  |  | — |  |  | 94 |
Provision for income taxes | (52) |  |  | (16) |  |  | (167) |  |  | (18) |  |  | — |  |  | (253) |
Net income (loss) | $ | 118 |  |  | $ | 33 |  |  | $ | (25) |  |  | $ | (567) |  |  | $ | — |  |  | $ | (441) |
For The Six Months Ended June 30, 2024 |  |  |  |  |  |  |  |
Revenue, from external customers | $ | 12,966 |  |  | $ | 44,158 |  |  | $ | 12,479 |  |  | $ | — |  |  | $ | — |  |  | $ | 69,603 |
Inter-segment revenue | 114 |  |  | — |  |  | 34 |  |  | — |  |  | (148) |  |  | — |
Total revenue | $ | 13,080 |  |  | $ | 44,158 |  |  | $ | 12,513 |  |  | $ | — |  |  | $ | (148) |  |  | $ | 69,603 |
Adjusted net revenue, from external customers (a) | $ | 12,149 |  |  | $ | 14,173 |  |  | $ | 7,623 |  |  | $ | — |  |  | $ | — |  |  | $ | 33,945 |
Inter-segment adjusted net revenue | 113 |  |  | (139) |  |  | 26 |  |  | — |  |  | — |  |  | — |
Total adjusted net revenue | $ | 12,262 |  |  | $ | 14,034 |  |  | $ | 7,649 |  |  | $ | — |  |  | $ | — |  |  | $ | 33,945 |
Salaries and related | $ | (10,247) |  |  | $ | (12,063) |  |  | $ | (6,417) |  |  | $ | (764) |  |  | $ | — |  |  | $ | (29,491) |
EBITDA (loss) (b) | $ | (462) |  |  | $ | (377) |  |  | $ | 417 |  |  | $ | (2,255) |  |  | $ | — |  |  | $ | (2,677) |
Depreciation and amortization | (581) |  |  | (84) |  |  | (14) |  |  | (5) |  |  | — |  |  | (684) |
Intercompany (expense) interest income, net | — |  |  | (263) |  |  | — |  |  | 263 |  |  | — |  |  | — |
Interest (expense) income, net | — |  |  | 5 |  |  | — |  |  | 182 |  |  | — |  |  | 187 |
(Provision for) benefit from income taxes | (67) |  |  | 201 |  |  | (253) |  |  | (46) |  |  | — |  |  | (165) |
Net income (loss) | $ | (1,110) |  |  | $ | (518) |  |  | $ | 150 |  |  | $ | (1,861) |  |  | $ | — |  |  | $ | (3,339) |
As of December 31, 2024 |  |  |  |  |  |  |  |  |  |  |
Accounts receivable, net | $ | 4,740 |  |  | $ | 9,254 |  |  | $ | 6,099 |  |  | $ | — |  |  | $ | — |  |  | $ | 20,093 |
Long-lived assets, net of accumulated depreciation and amortization (c) | $ | 6,640 |  |  | $ | 1,744 |  |  | $ | 26 |  |  | $ | 26 |  |  | $ | — |  |  | $ | 8,436 |
Total assets | $ | 14,455 |  |  | $ | 21,425 |  |  | $ | 9,393 |  |  | $ | 7,310 |  |  | $ | — |  |  | $ | 52,583 |

(a)Adjusted net revenue is net of the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations. Direct contracting costs and reimbursed expenses include the direct staffing costs of salaries, payroll taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations.
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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
(b)SEC Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability.
(c)Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
Geographic Data Reporting
A summary of revenues for the three and six months ended June 30, 2025 and 2024 and net assets by geographic area as of June 30, 2025 and 2024 and as of December 31, 2024, were as follows:

|  | Australia | United States |  | United Kingdom |  | Other |  | Total
For The Three Months Ended June 30, 2025 |  |  |  |
Revenue (a) |  | $ | 16,832 |  | $ | 6,739 |  |  | $ | 6,211 |  |  | $ | 5,759 |  |  | $ | 35,541 |
For The Three Months Ended June 30, 2024 |  |  |  |
Revenue (a) |  | $ | 18,616 |  | $ | 6,652 |  |  | $ | 5,489 |  |  | $ | 4,955 |  |  | $ | 35,712 |
For The Six Months Ended June 30, 2025 |  |  |  |
Revenue (a) |  | $ | 31,694 |  | $ | 13,249 |  |  | $ | 11,505 |  |  | $ | 10,959 |  |  | $ | 67,407 |
For The Six Months Ended June 30, 2024 |  |  |  |
Revenue (a) |  | $ | 36,681 |  | $ | 12,344 |  |  | $ | 11,404 |  |  | $ | 9,174 |  |  | $ | 69,603 |
As of June 30, 2025 |  |  |  |  |  |  |  |  |
Long-lived assets, net of accumulated depreciation and amortization (b) |  | $ | 44 |  | $ | 6,212 |  |  | $ | 12 |  |  | $ | 1,759 |  |  | $ | 8,027 |
Net assets |  | $ | 6,753 |  | $ | 18,144 |  |  | $ | 2,334 |  |  | $ | 12,899 |  |  | $ | 40,130 |
As of December 31, 2024 |  |  |  |  |  |  |  |  |
Long-lived assets, net of accumulated depreciation and amortization (b) |  | $ | 20 |  | $ | 6,667 |  |  | $ | 16 |  |  | $ | 1,733 |  |  | $ | 8,436 |
Net assets |  | $ | 7,788 |  | $ | 17,066 |  |  | $ | 3,076 |  |  | $ | 12,498 |  |  | $ | 40,428 |

(a) Revenue by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers according to the location of the operating subsidiary.
(b) Comprised of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization.
NOTE 15 – STOCKHOLDER RIGHTS PLAN
On October 15, 2018, the Company’s Board of Directors declared a dividend to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”), for each outstanding share of the Company’s common stock, of one right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Company’s stockholders approved the Rights Agreement at the Company’s 2019 Annual Meeting of Stockholders held on May 6, 2019. On September 28, 2021, the Company and the Rights Agent entered into a First Amendment to Rights Agreement (the “Amendment”) that amended the Rights Agreement to extend its term through October 15, 2024. The amendment was approved by the Board on September 28, 2021, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2022 Annual Meeting of Stockholders held on May 17, 2022. The Board of Directors has taken
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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
further action to amend the Original Rights Agreement, as amended by the First Amendment, to extend the expiration of the Rights Agreement to October 15, 2027, as contemplated in the Second Amendment to Rights Agreement (the “Second Amendment”). The Second Amendment was approved by the Board on June 13, 2024, subject to stockholder approval, and the Company’s stockholders approved the Amendment at the Company’s 2024 Annual Meeting of Stockholders held on July 31, 2024.
Each Right allows its holder to purchase from the Company one one-hundredth of a share of the Company’s Series B Junior Participating Preferred Stock (“Series B Preferred Stock”) for a purchase price of $3.50. Each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of common stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights.
The Board entered into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. NOLs and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to preserve the Company’s tax benefits by deterring transfers of common stock that could result in an “ownership change” under Section 382 of the Code. In general terms, the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under the Rights Agreement) of 4.99% or more of the outstanding common stock without the prior approval of the Board (an “Acquiring Person”). Any Rights held by an Acquiring Person are void and may not be exercised.
The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change.
The Rights will not be exercisable until the earlier of (i) 10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.
Until the date that the Rights become exercisable (the “Distribution Date”), common stock certificates will also evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights will separate from the common stock and be evidenced by Right certificates, which the Company will mail to all holders of Rights that have not become void. After the Distribution Date, if a person or group already is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price to purchase shares of common stock (or other securities or assets as determined by the Board) with a market value of two times the purchase price (a “Flip-in Event”). After the Distribution Date, if a Flip-in Event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except the Acquiring Person, may exercise their Rights upon payment of the purchase price, to purchase shares of the acquiring or other appropriate entity with a market value of two times the purchase price of the Rights. Rights may be exercised to purchase Series B Preferred Stock only after the Distribution Date occurs and prior to the occurrence of a Flip-in Event as described above. A Distribution Date resulting from the commencement of a tender offer or an exchange offer as described in the second bullet point above could precede the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase Series B Preferred Stock. A Distribution Date resulting from any occurrence described in the first bullet point above would necessarily follow the occurrence of a Flip-in Event, in which case the Rights could be exercised to purchase shares of common stock (or other securities or assets) as described above.
The Rights will expire on the earliest of (i) the close of business on October 15, 2027, or such earlier date as of which the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which all exercisable Rights are exchanged as provided in Section 24, (iv) the close of business on the effective date of the repeal of Section 382 of the Code or any successor or replacement provision if the Board determines that this Agreement is no longer necessary for the preservation of Tax Benefits, and (v) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.
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HUDSON GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the Distribution Date and the date of the first public announcement or disclosure by the Company that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the Rights will terminate, and the only right of the holders of such Rights will be to receive the redemption price.
The Board may adjust the purchase price of the Series B Preferred Stock, the number of shares of Series B Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including, among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or common stock.
Before the time the Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the redemption price below $0.001 per Right.
NOTE 16 – SUBSEQUENT EVENT
On July 23, 2025, the Company announced that it acquired Alpha Consulting Group (“ACG”), a Japan-based provider of recruitment services to a variety of companies, ranging from small- and medium-sized businesses to blue-chip and multinational organizations primarily in the IT Services, Technology, and Business Services sectors. The acquisition of ACG represents the Company’s entrance into the Japanese market as part of a localization strategy for Hudson RPO.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto, included in Part I of this Form 10-Q. The reader should also refer to the Condensed Consolidated Financial Statements and notes of Hudson Global, Inc. and its subsidiaries (the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2024. This MD&A contains forward-looking statements. Please see “FORWARD-LOOKING STATEMENTS” for a discussion of the uncertainties, risks and assumptions associated with these statements. This MD&A also uses the non-generally accepted accounting principle measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”). See Note 14 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for EBITDA segment reconciliation information. The tables and information in this MD&A were derived from exact numbers and may have immaterial rounding differences.
This MD&A includes the following sections:
•Executive Overview
•Results of Operations
•Liquidity and Capital Resources
•Contingencies
•Recent Accounting Pronouncements
•Critical Accounting Estimates
•Forward-Looking Statements
Executive Overview
The Company’s objective is to increase value to the Company’s stockholders by providing global Recruitment Process Outsourcing (“RPO”) solutions to customers. With direct operations in fifteen countries and relationships with specialized professionals and organizations around the globe, the Company brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for the Company’s clients. The Company combines broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve maximum performance. The Company seeks to continually upgrade its service offerings and delivery capability tools to make the Company and candidates more successful in achieving clients’ business requirements.
The Company’s proprietary frameworks, assessment tools, and leadership development programs, coupled with its global footprint, allow the Company to design and implement regional and global outsourced recruitment solutions that the Company believes greatly enhance the quality and efficiency of its clients’ hiring.
To meet the Company’s objective, the Company engages in the following initiatives:
•Facilitating growth and development of the global RPO business through strategic investments in people, innovation, and technology;
•Building and differentiating the Company’s brand through its unique outsourcing solutions offerings; and
•Improving the Company’s cost structure and efficiency of its support functions and infrastructure.
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We continue to explore all strategic alternatives to maximize value for the Company’s stockholders, including without limitation, improving the market position and profitability of our services in the marketplace, and enhancing our valuation. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. Additionally, we will continue to monitor capital markets for opportunities to repurchase shares, and consider other actions designed to enhance value to our stockholders, as well as review information regarding potential acquisitions or combinations, both within the RPO business line as well as other businesses, and provide information to third parties regarding potential dispositions of assets or business lines, from time to time.
This MD&A discusses the results of the Company’s business for the three and six months ended June 30, 2025 and 2024.
Pending Merger
On May 21, 2025, the Company, HSON Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Star Equity Holdings, Inc., a Delaware corporation (“Star”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the merger (the “Merger”), and a wholly owned subsidiary of the Company. 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, each then-outstanding share of Star common stock will be converted into the right to receive 0.23 shares of Hudson common stock calculated in accordance with the terms of the Merger Agreement and each then-outstanding share of Star Series A preferred stock will be converted into the right to receive one (1) share of newly created Company Series A preferred stock in accordance with the terms of the Merger Agreement. The Company intends to seek the approval of its stockholders for the issuance of Company common stock at its next annual meeting, currently scheduled for August 21, 2025. Additional information regarding the proposed Merger and the upcoming stockholder meeting is set forth in the Company’s Current Report on Form 8-K dated May 22, 2025, the Company’s registration statement on Form S-4 (File No. 333-288531) declared effective by the SEC on July 22, 2025 and the Company’s joint proxy statement/prospectus dated July 23, 2025.
If the Merger is consummated, the nature of the Company’s business will change materially. Following the closing, the Company intends to operate as a diversified holding company, with its business activities primarily consisting of managing and operating a portfolio of businesses, including Hudson RPO. The Company anticipates that its future operations, financial condition, and results of operations will be significantly different from its historical operations. The consummation of the Merger is subject to the satisfaction or waiver of conditions set forth in the Merger Agreement, including the approval of the stockholders of both Star and the Company. Consequently, there can be no assurance that the Merger will be completed as proposed or at all.
Current Market Conditions
Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the first half of 2025, the market conditions remained challenging due to persistent inflation, higher interest rates, market uncertainty related to disruptions in trade and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into the next quarter of 2025.
Economic conditions in most of the world’s major markets continued to slow down throughout 2024. Higher than expected inflation in most markets and rising interest rates have led to significant market disruption, including further wage inflation, increased operating costs, staffing challenges, reduced consumer confidence, and limited capital market accessibility that impact our business. In addition, in connection with the challenging business environment, some of our customers have reduced demand, and certain other customers have eliminated our services on a temporary or permanent basis. These conditions and expected future inflation and potential interest rate increases could have material adverse impacts on various aspects of our business in the future.
The continued economic uncertainty has also resulted in volatility in global currencies. Stronger foreign currencies in other markets compared to the U.S. dollar during a reporting period cause local currency results of the Company’s foreign operations to be translated into more U.S. dollars.
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The following is a summary of the Company’s financial performance highlights for the three and six months ended June 30, 2025 and 2024. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by segment.
Summary of Financial Performance Highlights for the Three Months Ended
June 30, 2025
•Revenue was $35.5 million for the three months ended June 30, 2025, compared to $35.7 million for the same period in 2024, a decrease of $0.2 million, or 0.5%. The decrease in revenue was principally driven by declines in Australia.
◦On a constant currency basis, the Company’s revenue decreased $0.1 million, or 0.2%, primarily due to an increase in contracting revenue of $0.4 million, or 2.3%, which was offset by a decrease in RPO revenue of $0.5 million, or 2.7%, compared to the same period in 2024.
•Adjusted net revenue was $18.6 million for the three months ended June 30, 2025, compared to $17.6 million for the same period in 2024, an increase of $1.0 million, or 5.8%.
◦On a constant currency basis, adjusted net revenue increased $0.9 million, or 5.1%, due to an increase in contracting adjusted net revenue of $0.8 million, or 105.6%, and an increase in RPO adjusted net revenue of $0.1 million, or 0.6% compared to the same period in 2024.
•Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $18.8 million for the three months ended June 30, 2025, compared to $17.6 million for the same period in 2024, an increase of $1.2 million, or 6.7%.
◦On a constant currency basis, SG&A and Non-Op increased $1.1 million, or 6.2%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 52.9% for the three months ended June 30, 2025, compared to 49.7% for the same period in 2024.
•EBITDA loss was $0.2 million for the three months ended June 30, 2025, compared to EBITDA of $0.0 million for the same period in 2024, an increase in EBITDA loss of $0.2 million. On a constant currency basis, EBITDA loss also increased $0.2 million.
•Net loss was $0.7 million for the three months ended June 30, 2025, compared to net loss of $0.4 million for the same period in 2024, an increase in net loss of $0.2 million. On a constant currency basis, net loss increased $0.3 million.
Summary of Financial Performance Highlights for the Six Months Ended
June 30, 2025
•Revenue was $67.4 million for the six months ended June 30, 2025, compared to $69.6 million for the same period in 2024, a decrease of $2.2 million, or 3.2%. The decrease in revenue was principally driven by a decline in Australia.
◦On a constant currency basis, the Company’s revenue decreased $1.2 million, or 1.7%, due to a decrease in contracting revenue of $0.9 million, or 2.4%, coupled with a decrease in RPO revenue of $0.3 million, or 1.0%, compared to the same period in 2024.
•Adjusted net revenue was $35.0 million for the six months ended June 30, 2025, compared to $33.9 million for the same period in 2024, an increase of $1.1 million, or 3.2%.
◦On a constant currency basis, adjusted net revenue increased $1.2 million, or 3.7%, due to an increase in contracting revenue of $0.9 million, or 58.6%, while RPO adjusted net revenue increased by $0.3 million, or 0.9%, compared to the same period in 2024.
•SG&A and Non-Op was $36.7 million for the six months ended June 30, 2025, compared to $36.6 million for the same period in 2024.
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◦On a constant currency basis, SG&A and Non-Op increased $0.3 million, or 0.9%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 54.4% for the six months ended June 30, 2025, compared to 53.0% for the same period in 2024.
•EBITDA loss was $1.7 million for the six months ended June 30, 2025, compared to EBITDA loss of $2.7 million for the same period in 2024, a decrease in EBITDA loss of $1.0 million. On a constant currency basis, EBITDA loss decreased $1.0 million.
•Net loss was $2.4 million for the six months ended June 30, 2025, compared to net loss of $3.3 million for the same period in 2024, a decrease in net loss of $0.9 million. On a constant currency basis, net income also decreased $0.9 million.
Constant Currency (Non-GAAP Financial Measure)
The Company operates on a global basis, with the majority of its revenue generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect the Company’s results of operations. For the discussion of reportable segment results of operations, the Company uses constant currency information. Constant currency compares financial results between periods as if exchange rates had remained constant period-over-period. The Company defines the term “constant currency” to mean that financial data for a previously reported period is translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The Company’s management reviews and analyzes business results in constant currency and believes these results better represent the Company’s underlying business trends. Changes in foreign currency exchange rates generally impact only reported earnings.
Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income (loss), net income (loss), and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The tables below summarize the impact of foreign currency exchange adjustments on the Company’s operating results for the three and six months ended June 30, 2025 and 2024.
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Index

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| As |  | As |  | Currency |  | Constant |  | As |  | As |  | Currency |  | Constant
$ in thousands | reported |  | reported |  | translation |  | currency |  | reported |  | reported |  | translation |  | currency
Revenue: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Americas | $ | 7,138 |  |  | $ | 6,972 |  |  | $ | (4) |  |  | $ | 6,968 |  |  | $ | 13,990 |  |  | $ | 12,966 |  |  | $ | (22) |  |  | $ | 12,944 |
Asia Pacific | 21,570 |  |  | 22,649 |  |  | (427) |  |  | 22,222 |  |  | 40,697 |  |  | 44,158 |  |  | (1,289) |  |  | 42,869 |
EMEA | 6,833 |  |  | 6,091 |  |  | 347 |  |  | 6,438 |  |  | 12,720 |  |  | 12,479 |  |  | 294 |  |  | 12,773 |
Total | $ | 35,541 |  |  | $ | 35,712 |  |  | $ | (84) |  |  | $ | 35,628 |  |  | $ | 67,407 |  |  | $ | 69,603 |  |  | $ | (1,017) |  |  | $ | 68,586 |
Adjusted net revenue (a): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Americas | $ | 6,299 |  |  | $ | 6,344 |  |  | $ | (4) |  |  | $ | 6,340 |  |  | $ | 12,279 |  |  | $ | 12,149 |  |  | $ | (21) |  |  | $ | 12,128 |
Asia Pacific | 8,839 |  |  | 7,627 |  |  | (79) |  |  | 7,548 |  |  | 16,050 |  |  | 14,173 |  |  | (304) |  |  | 13,869 |
EMEA | 3,497 |  |  | 3,644 |  |  | 206 |  |  | 3,850 |  |  | 6,704 |  |  | 7,623 |  |  | 167 |  |  | 7,790 |
Total | $ | 18,635 |  |  | $ | 17,615 |  |  | $ | 123 |  |  | $ | 17,738 |  |  | $ | 35,033 |  |  | $ | 33,945 |  |  | $ | (158) |  |  | $ | 33,787 |
SG&A and Non-Op (b): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Americas | $ | 6,139 |  |  | $ | 6,001 |  |  | $ | (15) |  |  | $ | 5,986 |  |  | $ | 12,349 |  |  | $ | 12,725 |  |  | $ | (63) |  |  | $ | 12,662 |
Asia Pacific | 7,345 |  |  | 7,310 |  |  | (75) |  |  | 7,235 |  |  | 14,185 |  |  | 14,410 |  |  | (315) |  |  | 14,095 |
EMEA | 4,199 |  |  | 3,528 |  |  | 175 |  |  | 3,703 |  |  | 8,042 |  |  | 7,232 |  |  | 136 |  |  | 7,368 |
Corporate | 1,104 |  |  | 771 |  |  | — |  |  | 771 |  |  | 2,121 |  |  | 2,255 |  |  | — |  |  | 2,255 |
Total | $ | 18,787 |  |  | $ | 17,610 |  |  | $ | 85 |  |  | $ | 17,695 |  |  | $ | 36,697 |  |  | $ | 36,622 |  |  | $ | (242) |  |  | $ | 36,380 |
Operating income (loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Americas | $ | 290 |  |  | $ | 252 |  |  | $ | (5) |  |  | $ | 247 |  |  | $ | 82 |  |  | $ | (900) |  |  | $ | (4) |  |  | $ | (904) |
Asia Pacific | 1,611 |  |  | 465 |  |  | (4) |  |  | 461 |  |  | 1,994 |  |  | (55) |  |  | 6 |  |  | (49) |
EMEA | (586) |  |  | 221 |  |  | 37 |  |  | 258 |  |  | (1,105) |  |  | 491 |  |  | 36 |  |  | 527 |
Corporate | (1,526) |  |  | (1,125) |  |  | — |  |  | (1,125) |  |  | (2,906) |  |  | (2,763) |  |  | — |  |  | (2,763) |
Total | $ | (211) |  |  | $ | (187) |  |  | $ | 28 |  |  | $ | (159) |  |  | $ | (1,935) |  |  | $ | (3,227) |  |  | $ | 38 |  |  | $ | (3,189) |
Net loss, consolidated | $ | (688) |  |  | $ | (441) |  |  | $ | 22 |  |  | $ | (419) |  |  | $ | (2,444) |  |  | $ | (3,339) |  |  | $ | 40 |  |  | $ | (3,299) |
EBITDA (loss) (c): |  |  |  |  |  |  |  |  |  |
Americas | $ | 228 |  |  | $ | 402 |  |  | $ | (4) |  |  | $ | 398 |  |  | $ | 87 |  |  | $ | (462) |  |  | $ | (7) |  |  | $ | (469) |
Asia Pacific | 1,427 |  |  | 224 |  |  | — |  |  | 224 |  |  | 1,710 |  |  | (377) |  |  | 18 |  |  | (359) |
EMEA | (701) |  |  | 149 |  |  | 33 |  |  | 182 |  |  | (1,339) |  |  | 417 |  |  | 33 |  |  | 450 |
Corporate | (1,106) |  |  | (770) |  |  | — |  |  | (770) |  |  | (2,122) |  |  | (2,255) |  |  | — |  |  | (2,255) |
Total | $ | (152) |  |  | $ | 5 |  |  | $ | 29 |  |  | $ | 34 |  |  | $ | (1,664) |  |  | $ | (2,677) |  |  | $ | 44 |  |  | $ | (2,633) |

(a)Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations.
(b)SG&A and Non-Op is a measure that management uses to evaluate the segments’ expenses, which include the following captions on the Condensed Consolidated Statements of Operations: Salaries and related, Office and general, Marketing and promotion, and Other expense, net. Corporate management service allocations are included in the segments’ other income (expense).
(c)See EBITDA reconciliation in the following section.
Use of EBITDA (Non-GAAP Financial Measure)
Management believes EBITDA is a meaningful indicator of the Company’s performance that provides useful information to investors regarding the Company’s financial condition and results of operations. Management considers EBITDA to be the best indicator of operating performance and most comparable measure across the regions in which the Company operates. Management uses this measure to evaluate capital needs and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, or net income prepared in accordance with U.S. GAAP or as a measure of the Company’s profitability. EBITDA is derived from net income adjusted for the provision for (benefit from) income taxes, interest expense (income), and depreciation and amortization.
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Index
The reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in the table below:

|  | Three Months Ended |  | Six Months Ended
|  | June 30, |  | June 30,
$ in thousands |  | 2025 |  | 2024 |  | 2025 |  | 2024
Net loss |  | $ | (688) |  |  | $ | (441) |  |  | $ | (2,444) |  |  | $ | (3,339) |
Adjustments to Net loss |  |  |  |  |  |  |  |
Provision for income taxes |  | 345 |  |  | 253 |  |  | 377 |  |  | 165 |
Interest (expense) income, net |  | (54) |  |  | (94) |  |  | (125) |  |  | (187) |
Depreciation and amortization expense |  | 245 |  |  | 287 |  |  | 528 |  |  | 684 |
Total adjustments from net loss to EBITDA |  | 536 |  |  | 446 |  |  | 780 |  |  | 662 |
EBITDA (loss) |  | $ | (152) |  |  | $ | 5 |  |  | $ | (1,664) |  |  | $ | (2,677) |

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Index
Results of Operations
Americas (reported currency)
Revenue - Americas

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | As reported |  |  |  | As reported |  | As reported |  |
Americas |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue | $ | 7.1 |  |  | $ | 7.0 |  |  | $ | 0.2 |  |  | 2 | % |  | $ | 14.0 |  |  | $ | 13.0 |  |  | $ | 1.0 |  |  | 8 | %

For the three months ended June 30, 2025, contracting revenue increased by $0.8 million, or 472%, while RPO revenue decreased by $0.6 million, or 9%, compared to the same period in 2024. The increase in contracting revenue was driven by new client wins, while the decline in RPO revenue reflected lower demand from existing clients.
For the six months ended June 30, 2025, contracting revenue increased by $1.7 million, or 478%, driven by continued growth from new client engagements, while RPO revenue decreased by $0.7 million, or 6%, as compared to the same period in 2024, due to lower demand from existing clients.
Adjusted Net Revenue - Americas

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | As reported |  |  |  | As reported |  | As reported |  |
Americas |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Adjusted net revenue | $ | 6.3 |  |  | $ | 6.3 |  |  | $ | — |  |  | (1) | % |  | $ | 12.3 |  |  | $ | 12.1 |  |  | $ | 0.1 |  |  | 1 | %
Adjusted net revenue as a percentage of revenue | 88 | % |  | 91 | % |  | N/A |  | N/A |  | 88 | % |  | 94 | % |  | N/A |  | N/A

For the three months ended June 30, 2025, RPO adjusted net revenue decreased by $0.2 million, or 3%, while contracting adjusted net revenue increased by $0.1 million, or 599%. The decline in RPO adjusted net revenue was due to lower demand from existing clients, while the increase in contracting adjusted net revenue was due to new client wins. For the six months ended June 30, 2025, contracting adjusted net revenue increased by $0.4 million, or 726%, driven by continued growth from new client engagements, while RPO adjusted net revenue decreased by $0.3 million, or 2%, reflecting the lower demand from existing clients, compared to the same period in 2024.
For the three months ended June 30, 2025 and 2024, total adjusted net revenue as a percentage of revenue was 88%, compared to 91% for the same period in 2024. The decrease in total adjusted net revenue as a percentage of revenue was attributed to the lower mix of RPO to contracting revenue.
For the six months ended June 30, 2025, total adjusted net revenue as a percentage of revenue was 88%, compared to 94% for the same period in 2024. The decrease in total adjusted net revenue as a percentage of revenue was due to the same factor noted above.
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Index
SG&A and Non-Op -Americas

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | As reported |  |  |  | As reported |  | As reported |  |
Americas |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SG&A and Non-Op | $ | 6.1 |  |  | $ | 6.0 |  |  | $ | 0.1 |  |  | 2 | % |  | $ | 12.3 |  |  | $ | 12.7 |  |  | $ | (0.4) |  |  | (3) | %
SG&A and Non-Op as a percentage of revenue | 86 | % |  | 86 | % |  | N/A |  | N/A |  | 88 | % |  | 98 | % |  | N/A |  | N/A

For the three months ended June 30, 2025, SG&A and Non-Op increased $0.1 million, or 2%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue decreased slightly.
For the six months ended June 30, 2025, SG&A and Non-Op decreased $0.4 million, or 3%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue declined from 98% to 88%. The decrease in SG&A and No-Op was primarily due to lower staff costs, partly offset by higher travel and entertainment cost and foreign exchange losses. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in staff costs.
Operating (Loss) Income and EBITDA -Americas

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | As reported |  |  |  | As reported |  | As reported |  |
Americas |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating income (loss) | $ | 0.3 |  |  | $ | 0.3 |  |  | $ | — |  |  | 15 | % |  | $ | 0.1 |  |  | $ | (0.9) |  |  | $ | 1.0 |  |  | 109 | %
EBITDA (loss) | $ | 0.2 |  |  | $ | 0.4 |  |  | $ | (0.2) |  |  | (43) | % |  | $ | 0.1 |  |  | $ | (0.5) |  |  | $ | 0.5 |  |  | 119 | %
EBITDA (loss) as a percentage of revenue | 3 | % |  | 6 | % |  | N/A |  | N/A |  | 1 | % |  | (4) | % |  | N/A |  | N/A

For the three months ended June 30, 2025, operating income was $0.3 million increasing slightly from 2024, and EBITDA was $0.2 million, compared to EBITDA of $0.4 million in 2024.
For the six months ended June 30, 2025, operating income was $0.1 million, compared to operating loss of $0.9 million in 2024, and EBITDA was $0.1 million, compared to EBITDA loss of $0.5 million in 2024.
The changes in operating income and EBITDA for the three and six months ended June 30, 2025, were due to the lower staff costs as a percentage of revenue noted above.
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Index
Asia Pacific (constant currency)
Revenue - Asia Pacific

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
Asia Pacific |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue | $ | 21.6 |  |  | $ | 22.2 |  |  | $ | (0.7) |  |  | (3) | % |  | $ | 40.7 |  |  | $ | 42.9 |  |  | $ | (2.2) |  |  | (5) | %

For the three months ended June 30, 2025, contracting revenue decreased by $1.3 million, or 9%, while RPO revenue increased $0.6 million, or 9%, compared to 2024, as discussed below.
In Australia, revenue decreased $1.3 million, or 7%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily driven by contracting revenue, which declined by $1.8 million, or 13% driven by reduced demand from existing clients. RPO revenue increased by $0.5 million, or 12%, compared to 2024, due to higher demand from existing clients.
In Asia, revenue increased $0.7 million, or 17%, for the three months ended June 30, 2025, compared to the same period in 2024. The increase for the three months ended June 30, 2025 was due to higher demand from existing clients.
For the six months ended June 30, 2025, contracting revenue decreased by $3.7 million, or 12%, while RPO revenue increased by $1.5 million, or 11%, as discussed below.
In Australia, revenue declined $3.6 million, or 10%, for the six months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily in contracting revenue, which decreased by $4.6 million, or 17%, partially offset by a $1.0 million, or 12% increase in RPO revenue, compared to 2024. The decline in contracting revenue was mainly due to reduced demand from existing clients, while increase in RPO revenue was driven by stronger demand from existing clients.
In Asia, revenue increased $1.6 million or 23%, for the six months ended June 30, 2025, compared to 2024. The increase for the six months ended June 30, 2025 was due to higher demand from existing clients.
Adjusted net revenue - Asia Pacific

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
Asia Pacific |  |  |  |  |  |  |  |  |  |  |  |  |  |
Adjusted net revenue | $ | 8.8 |  |  | $ | 7.5 |  |  | $ | 1.3 |  |  | 17 | % |  | $ | 16.0 |  |  | $ | 13.9 |  |  | $ | 2.2 |  |  | 16 | %
Adjusted net revenue as a percentage of revenue | 41 | % |  | 34 | % |  | N/A |  | N/A |  | 39 | % |  | 32 | % |  | N/A |  | N/A

For the three months ended June 30, 2025, RPO adjusted net revenue increased by $0.7 million, or 10%, while contracting adjusted net revenue increased $0.6 million or 100%, compared to the same period in 2024.
In Australia, adjusted net revenue increased by $0.9 million, or 19%, for the three months ended June 30, 2025, compared to the same period in 2024. The growth was primarily driven by a $0.5 million, or 13%, increase in RPO adjusted net revenue, along with a $0.4 million, or 64%, increase in contracting adjusted net revenue, compared to 2024.
In Asia, adjusted net revenue increased by $0.4 million, or 14%, for the three months ended June 30, 2025, compared to the same period in 2024.
Total adjusted net revenue as a percentage of revenue was 41% for the three months ended June 30, 2025, compared to 34% for the same period in 2024. The increase in total adjusted net revenue as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.
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Index
For the six months ended June 30, 2025, RPO adjusted net revenue increased by $1.5 million, or 12%, while contracting adjusted net revenue increased by $0.6 million or by 51%, compared to the same period in 2024.
In Australia, adjusted net revenue increased by $1.3 million, or 15%, for the six months ended June 30, 2025, compared to the same period in 2024. The growth was primarily driven by a $1.0 million, or 13%, increase in RPO adjusted net revenue, along with a $0.3 million, or 27%, increase in contracting adjusted net revenue.
In Asia, adjusted net revenue increased by $0.9 million, or 18%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase for the six months ended June 30, 2025 was due to higher demand from existing clients.
Total adjusted net revenue as a percentage of revenue was 39% for the six months ended June 30, 2025, compared 32% for the same period in 2024. The increase in total adjusted net revenue as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.
SG&A and Non-Op - Asia Pacific

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
Asia Pacific
SG&A and Non-Op | $ | 7.3 |  |  | $ | 7.2 |  |  | $ | 0.1 |  |  | 2 | % |  | $ | 14.2 |  |  | $ | 14.1 |  |  | $ | 0.1 |  |  | 1 | %
SG&A and Non-Op as a percentage of revenue | 34 | % |  | 33 | % |  | N/A |  | N/A |  | 35 | % |  | 33 | % |  | N/A |  | N/A

For the three months ended June 30, 2025, SG&A and Non-Op increased $0.1 million, or 2%, compared to the same periods in 2024, while SG&A and Non-Op as a percentage of revenue increased from 33% to 34%. The increase in SG&A and No-Op was primarily due to higher travel and entertainment and advertising and marketing expenses, partly offset by lower foreign exchange losses.
For the six months ended June 30, 2025, SG&A and Non-Op increased $0.1 million, or 1%, compared to the same periods in 2024, while SG&A and Non-Op as a percentage of revenue increased from 33% to 35%. The increase in SG&A and No-Op was primarily due to higher advertising and corporate allocation costs, partly offset by lower foreign exchange losses. The increase was principally due to the lower mix of contracting revenue, where the majority of costs are reflected in adjusted net revenue.
Operating Income and EBITDA - Asia Pacific

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
Asia Pacific |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating income | $ | 1.6 |  |  | $ | 0.5 |  |  | $ | 1.2 |  |  | 251 | % |  | $ | 2.0 |  |  | $ | (0.1) |  |  | $ | 2.0 |  |  | N/M
EBITDA (loss) | $ | 1.4 |  |  | $ | 0.2 |  |  | $ | 1.2 |  |  | N/M |  | $ | 1.7 |  |  | $ | (0.4) |  |  | $ | 2.1 |  |  | N/M
EBITDA (loss) as a percentage of revenue | 7 | % |  | 1 | % |  | N/A |  | N/A |  | 4 | % |  | (1) | % |  | N/A |  | N/A

N/M = not meaningful
For the three months ended June 30, 2025, operating income was $1.6 million, compared to operating income of $0.5 million in 2024, and EBITDA was $1.4 million, or 7% of revenue, compared to EBITDA of $0.2 million, or 1% of revenue, in 2024. The increases in operating income and EBITDA were principally due to the increase in adjusted net revenue, as described above.
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Index
For the six months ended June 30, 2025, operating income was $2.0 million, compared to operating loss of $0.1 million in 2024, and EBITDA was $1.7 million, or 4% of revenue, compared to EBITDA loss of $0.4 million, or 1% of revenue, in 2024. The increases in operating income and EBITDA were principally due to the increase in adjusted net revenue, as described above.
Europe, Middle East, and Africa ("EMEA") (constant currency)
Revenue - EMEA

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
EMEA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue | $ | 6.8 |  |  | $ | 6.4 |  |  | $ | 0.4 |  |  | 6 | % |  | $ | 12.7 |  |  | $ | 12.8 |  |  | $ | (0.1) |  |  | — | %

For the three months ended June 30, 2025, contracting revenue increased by $0.9 million or 36%, while RPO revenue decreased by $0.5 million or 12%, compared to the same period in 2024, as further discussed below.
In the U.K., for the three months ended June 30, 2025, revenue increased $0.4 million, or 7%. The change was driven by an increase in contracting revenue of $0.9 million, or 36%, due to higher demand from existing clients, which was partially offset by a decrease in RPO revenue of $0.5 million, or 14%, compared to the same period in 2024.
In Continental Europe, total revenue was $0.5 million for the three months ended June 30, 2025, a decrease of $0.1 million, or 19% compared to 2024. The decrease was primarily due to lower demand from existing clients.
In the Middle East, total revenue and RPO revenue was $0.1 million for the three months ended June 30, 2025.
For the six months ended June 30, 2025, RPO revenue decreased by $1.1 million, or 14%, while contracting revenue increased by $1.1 million, or 22%, compared to the same period in 2024.
In the U.K., for the six months ended June 30, 2025 revenue decreased by $0.2 million, or 1%, compared to the same period in 2024. The decrease was driven by RPO revenue, which declined $1.2 million, or 18%, while contracting revenue increased by $1.1 million, or 22%.
In Continental Europe, total revenue was $1.0 million for the six months ended June 30, 2025, a decrease of $0.1 million, or 9%, compared to the same period in 2024. The decrease was primarily due to lower demand from existing clients.
In the Middle East, total revenue and RPO revenue was $0.2 million for the six months ended June 30, 2025.
Adjusted Net Revenue - EMEA

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
EMEA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Adjusted net revenue | $ | 3.5 |  |  | $ | 3.8 |  |  | $ | (0.4) |  |  | (9) | % |  | $ | 6.7 |  |  | $ | 7.8 |  |  | $ | (1.1) |  |  | (14) | %
Adjusted net revenue as a percentage of revenue | 51 | % |  | 60 | % |  | N/A |  | N/A |  | 53 | % |  | 61 | % |  | N/A |  | N/A

For the three months ended June 30, 2025, adjusted net revenue decreased by $0.4 million, or 9%, primarily driven by a decrease in RPO adjusted net revenue of $0.4 million, or 10%, while contracting adjusted net revenue increased slightly, or 22%, compared to the same period in 2024, as further discussed below.
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In the U.K., total adjusted net revenue for the three months ended June 30, 2025 decreased by $0.3 million, or 10%, compared to 2024. The decrease was driven by RPO adjusted net revenue, which declined by $0.4 million, or 11%, compared to 2024.
In Continental Europe, total adjusted net revenue was $0.5 million for the three months ended June 30, 2025, a decrease of $0.1 million, or 21% compared to 2024. The decrease was primarily due to lower demand from existing clients.
In the Middle East, total adjusted net revenue and RPO adjusted net revenue was $0.1 million for the three months ended June 30, 2025.
For the six months ended June 30, 2025, adjusted net revenue decreased by $1.1 million, or 14%, driven by a decrease in RPO revenue, which declined $1.0 million, or 13%, compared to the same period in 2024.
In the U.K., total adjusted net revenue for the six months ended June 30, 2025 decreased by $1.2 million, or 18%, compared to the same period in 2024, driven by a decrease in RPO adjusted net revenue of $1.1 million, or 17%.
In Continental Europe, for the six months ended June 30, 2025, total adjusted net revenue decreased by $0.1 million, or 11%, compared to the same period in 2024, due to new client wins.
In the Middle East, total adjusted net revenue and RPO adjusted net revenue was $0.2 million for the six months ended June 30, 2025.
SG&A and Non-Op - EMEA

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
EMEA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SG&A and Non-Op | $ | 4.2 |  |  | $ | 3.7 |  |  | $ | 0.5 |  |  | 13 | % |  | $ | 8.0 |  |  | $ | 7.4 |  |  | $ | 0.7 |  |  | 9 | %
SG&A and Non-Op as a percentage of revenue | 61 | % |  | 58 | % |  | N/A |  | N/A |  | 63 | % |  | 58 | % |  | N/A |  | N/A

For the three months ended June 30, 2025, SG&A and Non-Op increased $0.5 million, or 13%, compared to the same period in 2024. The increase in SG&A and Non-Op was primarily the result of higher consultant staff costs in the current year.
For the six months ended June 30, 2025, SG&A and Non-Op increased $0.7 million, or 9%, compared to the same period in 2024. The increase in SG&A and Non-Op was primarily the result of higher consultant staff costs in the current year.
For the three months ended June 30, 2025, SG&A and Non-Op as a percentage of revenue was 61%, compared to 58%, respectively, in 2024. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the higher consultant staff costs described above.
For the six months ended June 30, 2025, SG&A and Non-Op as a percentage of revenue was 63%, compared to 58%, in 2024. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the higher consultant staff costs described above.
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Operating Income and EBITDA - EMEA

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | Change in amount |  | Change in % |  | 2025 |  | 2024 |  | Change in amount |  | Change in %
$ in millions | As reported |  | Constant currency |  |  |  | As reported |  | Constant currency |  |
EMEA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating income | $ | (0.6) |  |  | $ | 0.3 |  |  | $ | (0.8) |  |  | (327) | % |  | $ | (1.1) |  |  | $ | 0.5 |  |  | $ | (1.6) |  |  | (310) | %
EBITDA (loss) | $ | (0.7) |  |  | $ | 0.2 |  |  | $ | (0.9) |  |  | (486) | % |  | $ | (1.3) |  |  | $ | 0.5 |  |  | $ | (1.8) |  |  | (398) | %
EBITDA (loss) as a percentage of revenue | (10) | % |  | 3 | % |  | N/A |  | N/A |  | (11) | % |  | 4 | % |  | N/A |  | N/A

For the three months ended June 30, 2025, operating loss was $0.6 million, compared to operating income of $0.3 million for the same period in 2024, and EBITDA loss was $0.7 million, or 10% of revenue, compared to EBITDA of $0.2 million, or 3% of revenue, for the same period in 2024.
For the six months ended June 30, 2025, operating loss was $1.1 million, compared to operating income of $0.5 million for the same period in 2024, and EBITDA loss was $1.3 million, or 11% of revenue, compared to EBITDA of $0.5 million, or 4% of revenue, for the same period in 2024.
The following are discussed in reported currency
Corporate Expenses, Net of Corporate Management Expense Allocations
Corporate expenses were $1.1 million for the three months ended June 30, 2025 as compared to $0.8 million for the same period in 2024, representing an increase of $0.3 million. The increase in corporate expenses was primarily due to higher professional fees partially offset by investment-related income.
For the six months ended June 30, 2025, corporate expenses were $2.1 million compared to $2.3 million for the same period in 2024, a decrease of $0.1 million. The decrease was primarily due to higher corporate allocations, investment-related income partially offset by higher professional fees.
Depreciation and Amortization Expense
Depreciation and amortization expense was $0.2 million and $0.5 million for the three and six months ended June 30, 2025, compared to $0.3 million and $0.7 million for the same periods in 2024, respectively.
Interest (expense) income, Net
Interest (expense) income, net was $0.1 million for each of the three and six months ended June 30, 2025, compared to other expense of $0.1 million and $0.2 million for the same periods in 2024. During the second quarter of 2025, the Company earned $0.1 million of dividend income, which was recorded in Interest (expense) Income, net, from its investment in a short-term U.S. Treasury securities fund, which replaced a prior interest-bearing investment.
Other Income (expense), Net
Other expense was $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively, as compared to other expense of $0.1 million and $0.1 million for the same periods in 2024.
Provision for Income Taxes
The provision for income taxes for the six months ended June 30, 2025 was $0.4 million on $2.1 million of pre-tax loss, compared to a provision for income tax of $0.2 million on $3.2 million of pre-tax loss for the same period in 2024. The effective tax rates for the six months ended June 30, 2025 and 2024 were negative 18% and negative 5%, respectively. For the six months ended June 30, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the six months ended June 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to
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changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.
Net Loss
Net loss was $0.7 million for the three months ended June 30, 2025, compared to net loss of $0.4 million for the three months ended June 30, 2024, an increase in net loss of $0.2 million. Basic and diluted loss per share were both $0.23 for the three months ended June 30, 2025, compared to basic and diluted loss per share of $0.15 for the same period in 2024.
Net loss was $2.4 million for the six months ended June 30, 2025, compared to net loss of $3.3 million for the same period in 2024, a decrease in net loss of $0.9 million. Basic and diluted loss per share were $0.82 for the six months ended June 30, 2025, compared to basic and diluted loss per share of $1.10, for the same period in 2024.
Liquidity and Capital Resources
As of June 30, 2025, cash and cash equivalents and restricted cash totaled $17.5 million, compared to $17.7 million as of December 31, 2024. The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2025 and 2024:

|  | For the Six Months Ended June 30,
$ in millions |  | 2025 |  | 2024
Net cash used in operating activities |  | $ | (0.7) |  |  | $ | (6.1) |
Net cash (used in) provided by investing activities |  | — |  |  | 1.1 |
Net cash used in financing activities |  | — |  |  | (2.6) |
Effect of exchange rates on cash, cash equivalents, and restricted cash |  | 0.6 |  |  | (0.3) |
Net decrease in cash, cash equivalents, and restricted cash |  | $ | (0.1) |  |  | $ | (7.9) |

Cash Flows from Operating Activities
For the six months ended June 30, 2025, net cash used in operating activities was $0.7 million, compared to $6.1 million during the same period in 2024, resulting in a $5.4 million decrease in net cash used. The improvement was driven by more favorable working capital comparisons to the prior year, coupled with a lower net loss in 2025.
Cash Flows from Investing Activities
For the six months ended June 30, 2025, net cash provided by investing activities was $0.0 million compared to $1.1 million of net cash provided by investing activities in 2024. Net cash provided by investing activities in 2024 reflects cash received from benefit payouts of $1.1 million.
Cash Flows from Financing Activities
For the six months ended June 30, 2025, net cash used in financing activities was $0.0 million, compared to net cash used in financing activities of $2.6 million in 2024. The decrease in net cash used was attributed to prior year repurchases of shares of common stock of $2.6 million in 2024, including cash paid for tax withholdings.
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Invoice Finance Credit Facility
On April 8, 2019, the Company’s Australian subsidiary (“Australian Borrower”) entered into an invoice finance credit facility agreement (the “NAB Facility Agreement”) with National Australia Bank Limited (“NAB”). The NAB Facility Agreement provides the Australian Borrower with the ability to borrow funds based on a percentage of eligible trade receivables up to a maximum of $4 million Australian dollars. No receivables have terms greater than 90 days, and any risk of loss is retained by the Australian Borrower. The interest rate is calculated as the variable receivable finance indicator rate, plus a margin of 1.60% per annum. Borrowings under this facility are secured by substantially all of the assets of the Australian Borrower. The NAB Facility Agreement does not have a stated maturity date and can be terminated by either the Australian Borrower or NAB upon 90 days written notice. As of June 30, 2025, there were no amounts outstanding under the NAB Facility Agreement. Interest expense and fees incurred on the NAB Facility Agreement were $4 and $8 for the three and six months ended June 30, 2025, respectively, and $5 and $9 for the three and six months ended June 30, 2024, respectively. The Australian Borrower was in compliance with all financial covenants under the NAB Facility Agreement as of June 30, 2025.
On May 25, 2022, Hudson Global Resources (Singapore) Pte. Ltd. (“Singapore Borrower”), which the Company acquired on October 31, 2023 (see Note 5 to the Consolidated Financial Statements in Item 8), and the Hong Kong and Shanghai Banking Corporation Limited (“HSBC”), entered into an invoice finance credit facility agreement (the “HSBC Facility Agreement”). The HSBC Facility Agreement allows the Singapore Borrower to borrow funds up to a maximum of 1 million Singapore dollars, based on a percentage of eligible trade receivables. All receivables have a term of no more than 60 days, and any risk of loss is borne by the Singapore Borrower. The interest rate is calculated as the bank’s external cost of capital, plus a margin of 3.5% per annum. The Company ended the HSBC Facility Agreement in May 2024. As a result, no interest expense or fees were incurred during the three and six months ended June 30, 2025. Interest expense and fees incurred on the HSBC Facility Agreement were $2 and $6 for the six months ended June 30, 2024.
Liquidity and Capital Resources Outlook
As of June 30, 2025, the Company had cash and cash equivalents on hand of $16.8 million. The Company also has the capability to borrow an additional 4 million Australian dollars under the NAB Facility Agreement. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of June 30, 2025. The Company’s near-term cash requirements during 2025 are primarily related to the funding of the Company’s operations.
As of June 30, 2025, $8.8 million of the Company’s cash and cash equivalents noted above were held in the U.S. and the remainder were held outside the U.S., primarily in Australia ($3.0 million), the U.K. ($1.6 million), Hong Kong ($0.9 million), Philippines ($0.9 million), Singapore ($0.7 million), and India ($0.4 million). The majority of the Company’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Contingencies
From time to time in the ordinary course of business, the Company is subject to compliance audits by U.S. federal, state, local, and foreign government regulatory, tax, and other authorities relating to a variety of regulations, including wage and hour laws, unemployment taxes, workers' compensation, immigration, and income, value-added, and sales taxes. The Company is also subject to, from time to time in the ordinary course of business, various claims, lawsuits, and other complaints from, for example, clients, candidates, suppliers, landlords for both leased and subleased properties, former and current employees, and regulators or tax authorities. Periodic events and management actions such as business reorganization initiatives can change the number and types of audits, claims, lawsuits, contract disputes, or complaints asserted against the Company. Such events can also change the likelihood of assertion and the behavior of third parties to reach resolution regarding such matters.
The economic conditions in the recent past have given rise to many news reports and bulletins from clients, tax authorities, and other parties about changes in their procedures for audits, payment, plans to challenge existing contracts, and other such matters aimed at being more aggressive in the resolution of such matters in their own favor. The Company believes that it has appropriate procedures in place for identifying and communicating any matters of this type, whether asserted or
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likely to be asserted, and it evaluates its liabilities in light of the prevailing circumstances. Changes in the behavior of third parties could cause the Company to change its view of the likelihood of a claim and what might constitute a trend. Employment laws vary in the markets in which we operate, and in some cases, employees and former employees have extended periods during which they may bring claims against the Company.
For matters that reach the threshold of probable and estimable, the Company establishes reserves for legal, regulatory, and other contingent liabilities. The Company did not have any reserves as of June 30, 2025 and December 31, 2024. Although the outcome of these matters cannot be determined, the Company believes that none of the currently pending matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.
Recent Accounting Pronouncements
See Note 3 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a full description of relevant accounting pronouncements, including the respective expected dates of adoption.
Critical Accounting Estimates
See “Critical Accounting Estimates” under Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 14, 2025 and incorporated by reference herein. There were no changes to the Company’s critical accounting policies or estimates during the six months ended June 30, 2025.
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FORWARD-LOOKING STATEMENTS
This Form 10-Q contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Form 10-Q, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) the Company’s ability to successfully achieve its strategic initiatives, (3) risks related to potential acquisitions or dispositions of businesses by the Company, (4) the risk that the conditions to the closing of the proposed Merger are not satisfied, including the failure to timely obtain stockholder approval for the transaction, if at all, (5) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Hudson and Star to consummate the proposed Merger, (6) risks related to Hudson’s ability to manage its operating expenses and its expenses associated with the proposed Merger pending closing, (7) risks related to the market price of Hudson’s common stock relative to the value suggested by the exchange ratio, (8) unexpected costs, charges or expenses resulting from the transaction, (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger, (10) risks related to the inability of the combined company to successfully operate as a combined business, (11) risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including with respect to future financial and operating results, (12) the Company’s ability to operate successfully as a company focused on its RPO business, (13) risks related to fluctuations in the Company’s operating results from quarter to quarter due to various factors such as rising inflationary pressures and interest rates, (14) the loss of or material reduction in our business with any of the Company’s largest customers, (15) the ability of clients to terminate their relationship with the Company at any time, (16) competition in the Company’s markets, (17) the negative cash flows and operating losses that may recur in the future, (18) risks relating to how future credit facilities may affect or restrict our operating flexibility, (19) risks associated with the Company’s investment strategy, (20) risks related to international operations, including foreign currency fluctuations, political events, trade wars, natural disasters or health crises, including the Russia-Ukraine war, and potential conflict in the Middle East, (21) the Company’s dependence on key management personnel, (22) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (23) the Company’s ability to collect accounts receivable, (24) the Company’s ability to maintain costs at an acceptable level, (25) the Company’s heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (26) risks related to providing uninterrupted service to clients, (27) the Company’s exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the Company’s business reorganization initiatives, and limits on related insurance coverage, (28) the Company’s ability to utilize net operating loss carryforwards, (29) volatility of the Company’s stock price, (30) the impact of government regulations and deregulation efforts, (31) restrictions imposed by blocking arrangements, (32) risks related to the use of new and evolving technologies, (33) the adverse impacts of cybersecurity threats and attacks and (34) those risks set forth in “Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.” The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this Form 10-Q. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. These forward-looking statements speak only as of the date of this Form 10-Q. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025. However, such controls and procedures are designed only to provide reasonable assurance. There is no complete assurance that these controls and procedures will operate effectively under all circumstances.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.
ITEM 1A. RISK FACTORS
In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, the Risk Factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, that could materially and adversely affect our results of operations or financial condition. In addition, various risk factors applicable to us and our business are described under the headings “Risks Relating to the Merger” and “Risks Relating to Hudson’s Business” in the joint proxy statement/prospectus filed with the SEC on July 23, 2025, which forms part of Hudson Global Inc.’s Registration Statement on Form S-4 (File No. 333-2888531), which risk factors are incorporated by reference into this Quarterly Report on Form 10-Q.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of Shares
The following table summarizes purchases of common stock by the Company during the quarter ended June 30, 2025.

Period |  | Total Number of Shares Purchased |  | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
April 1, 2025 - April 30, 2025 |  | — |  |  | $ | — |  |  | — |  |  | $ | 2,118,651 |
May 1, 2025 - May 31, 2025 |  | — |  |  | $ | — |  |  | — |  |  | $ | 2,118,651 |
June 1, 2025 - June 30, 2025 |  | — |  |  | $ | — |  |  | — |  |  | $ | 2,118,651 |
Total |  | — |  |  | $ | — |  |  | — |  |  |

(a)On August 8, 2023, the Company’s Board of Directors authorized a repurchase program for up to $5 million of the Company’s outstanding shares of common stock. The Company intends to repurchase shares from time to time, as market conditions warrant, through open market purchases, privately negotiated transactions, block purchases, or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). This authorization does not expire. During the six months ended June 30, 2025, no repurchases of shares were made by the Company under this authorization. During six months ended June 30, 2024 the Company repurchased a total of 131,438 shares of its common stock for a cost of $2.1 million under this authorization. Of these shares, 44,250 shares were repurchased on January 29, 2024 in connection with a transaction with a certain shareholder totaling $0.7 million that excludes tax withholdings. The Company also repurchased 69,567 shares during the second quarter in connection with transactions with certain shareholders totaling $1.2 million, as well as 17,621 shares of its common stock on the open market for a cost of $0.3 million.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 6. EXHIBITS
HUDSON GLOBAL, INC.
FORM 10-Q
EXHIBIT INDEX
The exhibits to this Form 10-Q are listed in the following Exhibit Index:

Exhibit No. |  | Description
2.1 |  | Agreement and Plan of Merger, dated as of May 21, 2025, by and among Hudson Global, Inc., HSON Merger Sub, Inc. and Star Equity Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Hudson Global, Inc.’s Current Report on Form 8-K dated May 22, 2025 (File No. 001-38704)).
10.1 |  | Form of Star Support Agreement (incorporated by reference to Exhibit 10.1 to Hudson Global, Inc.’s Current Report on Form 8-K dated May 22, 2025 (File No. 001-38704)).
10.2 |  | Form of Hudson Support Agreement (incorporated by reference to Exhibit 10.2 to Hudson Global, Inc.’s Current Report on Form 8-K dated May 22, 2025 (File No. 001-38704)).
31.1* |  | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2* |  | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1** |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2** |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101* |  | The following materials from Hudson Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2025 and 2024, (ii) the Condensed Consolidated Statements of Other Comprehensive Income (Loss) for the three months and six months ended June 30, 2025 and 2024, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three months and six months ended June 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements.
104* |  | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL and contained in Exhibit 101.

*Filed herewith.
** Furnished, not filed.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | HUDSON GLOBAL, INC.
|  | (Registrant)
Dated: | August 8, 2025 | By: | /s/ JEFFREY E. EBERWEIN
|  |  | Jeffrey E. Eberwein
|  |  | Chief Executive Officer
|  |  | (Principal Executive Officer)
Dated: | August 8, 2025 | By: | /s/ MATTHEW K. DIAMOND
|  |  | Matthew K. Diamond
|  |  | Chief Financial Officer
|  |  | (Principal Financial Officer)

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