GEE Group Addresses Star Equity's Public Commentary Regarding Indication of Interest

Rhea-AI Summary

GEE Group (NYSE American:JOB) said it received an Indication of Interest (IOI) from Star Equity Holdings on January 6, 2026 that was circulated to GEE Group's board and reviewed with outside counsel.

The IOI referenced a possible business combination but was devoid of valuation, consideration, or structure details. GEE Group noted Star is a thinly traded, micro-cap company (avg. volume 7.86k/day; market cap ~$36.7 million) that reported GAAP net losses of $1.831M (three months) and $4.275M (nine months) ended September 30, 2025, and an accumulated deficit of $434.2M. GEE Group said there is no NDA with Star and it has no basis to confirm Star's claimed 5.4% ownership absent a Schedule 13D filing. The company intends to respond privately and the board will consider any bona fide offer that it believes enhances shareholder value.

Positive

• Board will consider any bona fide transaction that may enhance shareholder value
• Company followed governance protocol by circulating IOI to board and outside counsel

Negative

• Received IOI was devoid of valuation, consideration, or structure details
• Star is a micro-cap with recent GAAP net losses of $1.831M (3-month) and $4.275M (9-month)
• No basis to confirm Star's claimed 5.4% ownership absent a Schedule 13D filing

Key Figures

JOB price: $0.267 JOB volume: 3,180,411 shares JOB 52-week range: $0.17–$0.2847 +5 more

8 metrics

JOB price $0.267 Pre-news price context on January 22, 2026

JOB volume 3,180,411 shares Trading volume today vs 20-day average of 387,092

JOB 52-week range $0.17–$0.2847 Positioned 57.06% above low and 6.22% below high

Star market cap $36.7 million Star Equity described as micro-cap in JOB’s response

Star Q3 net loss $1.831 million Three-month period ended September 30, 2025 for Star Equity

Star 9M net loss $4.275 million Nine-month period ended September 30, 2025 for Star Equity

Star accumulated deficit $434.2 million Accumulated deficit as of September 30, 2025 for Star Equity

Claimed JOB stake 5.4% Stake in GEE Group that Star Equity claims in its press release

Market Reality Check

Price: $0.2670 Vol: Volume 3,180,411 is about...

high vol

$0.2670 Last Close

Volume Volume 3,180,411 is about 8.22x the 20-day average of 387,092, indicating unusually heavy trading ahead of and around this IOI-related disclosure. high

Technical Shares at $0.267 are trading above the $0.20 200-day moving average and sit 6.22% below the $0.2847 52-week high.

Peers on Argus

JOB is up 2.33% while peers show mixed moves: GLXG -0.49%, HSON -0.25%, NIXX +8....

JOB is up 2.33% while peers show mixed moves: GLXG -0.49%, HSON -0.25%, NIXX +8.54%, IPDN +0.99%, BGSF -4.74%. The pattern points to stock-specific drivers rather than a unified staffing-sector rotation.

Historical Context

4 past events · Latest: Dec 17 (Negative)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Dec 17	Earnings release	Negative	+5.6%	FY2025 results with revenue declines, large non-cash impairment and adjusted EBITDA loss.
Dec 15	Conference call	Neutral	-1.9%	Announcement of webcast to discuss upcoming FY2025 and Q4 financial results.
Aug 13	Earnings release	Negative	-1.9%	Q3 2025 revenue decline and operating loss amid macro headwinds and segment sale.
Aug 11	Conference call	Neutral	+0.7%	Scheduling investor call to review Q3 2025 and year-to-date financial performance.

Pattern Detected

Earnings releases have produced modest reactions, with one positive move on weaker results and other events showing small, directionally consistent price changes.

Recent Company History

This announcement follows a period focused on financial results and capital markets communication. On Dec 17, 2025, JOB reported FY2025 revenue of $96.5M and a loss from continuing operations of $34.7M, including a $22M impairment, yet the stock rose 5.57%. Prior Q3 2025 results on Aug 13, 2025 showed revenue of $24.5M and a modest quarterly loss of $0.4M, with a -1.86% reaction. Two conference-call announcements saw small moves. Against this backdrop, today’s IOI-related governance response represents a shift from pure earnings focus to strategic and shareholder-communication issues.

Market Pulse Summary

This announcement centers on GEE Group’s response to Star Equity’s indication of interest and clarif...

Analysis

This announcement centers on GEE Group’s response to Star Equity’s indication of interest and clarifies that no NDA exists, the IOI lacked key terms, and Star has not filed a Schedule 13D despite claiming a 5.4% stake. The board reiterated it would evaluate bona fide proposals consistent with its fiduciary duties. In context of recent results and governance filings, investors may focus on future disclosures around any formal proposals, board deliberations, and confirmed ownership filings as key markers of potential strategic change.

Key Terms

indication of interest, gaap, micro-cap, schedule 13d

4 terms

indication of interest financial

"a letter (Indication of Interest or "IOI") dated January 6, 2026."

An indication of interest is a non-binding signal from an investor that they would consider buying a security or allocation during an offering or financing. It helps issuers and underwriters gauge demand so they can set the offering’s size and price; for investors it reveals likely market appetite and potential price pressure — like people pre-ordering a product so the seller knows how many to make and at what price.

gaap financial

"has publicly disclosed recent GAAP net losses attributable to its common shareholders"

GAAP, or Generally Accepted Accounting Principles, are a set of standardized rules and guidelines that companies follow when preparing their financial statements. They ensure consistency, transparency, and comparability across different companies, making it easier for investors to understand and compare financial information accurately. This helps investors make informed decisions based on trustworthy and uniform financial reports.

micro-cap financial

"a thinly traded (average volume, 7.86 thousand per day), micro-cap (market capitalization"

A micro-cap is a publicly traded company with a very small total market value, generally measured as market capitalization and often considered to be below roughly $300 million (thresholds can vary). For investors it matters because these stocks can offer outsized gains but also carry higher risk: they tend to have fewer buyers and sellers, wider price swings, and less public information—think of a tiny neighborhood shop that can grow fast or fail suddenly compared with a big supermarket.

schedule 13d regulatory

"as no Schedule 13D filing appears to have been made by Star to date"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

AI-generated analysis. Not financial advice.

JACKSONVILLE, FL / ACCESS Newswire / January 22, 2026 / GEE Group Inc. (NYSE American:JOB) together with its subsidiaries (collectively referred to as the "Company," "GEE Group," "our" or "we"), a provider of professional staffing services and human resource solutions, today announced its response to the public commentary made through a press release issued today from Star Equity Holdings (Nasdaq:STRR) or "Star" referencing GEE Group and a letter (Indication of Interest or "IOI") dated January 6, 2026.

The Company received an Indication of Interest ("IOI") sent from Star via email on January 6, 2026. It was immediately circulated to the GEE Group Board of Directors and reviewed by them with outside counsel. It made reference to a possible business combination but was devoid of specifics or details regarding valuation information or indications, specifics on the consideration, structure, etc. Our initial diligence regarding Star reveals that it is a thinly traded (average volume, 7.86 thousand per day), micro-cap (market capitalization of approximately $36.7 million) hybrid staffing and multi-branded services company. Star has publicly disclosed recent GAAP net losses attributable to its common shareholders of $(1.831) million and $(4.275) million for the three-month and nine-month periods ended September 30, 2025, respectively, and has an accumulated deficit of $(434.2) million as of that date according to its public filings. The press release issued by Star expresses its opinions on various matters regarding GEE Group, much of which we do not agree with and we must point out that Star is not privy to material non-public information regarding GEE Group Inc. There is no nondisclosure agreement ("NDA") in place between GEE Group and Star. Furthermore, although Star represents in its press release that it is a 5.4% stockholder of GEE Group, the Company has no basis on which to confirm the veracity of this claim as no Schedule 13D filing appears to have been made by Star to date disclosing its beneficial ownership of GEE Group stock.

The Company intends to privately and formally respond to Star in due course; as appropriate. In accordance with its fiduciary duties, the Board of Directors of GEE Group will consider any bona fide offer regarding a business combination, acquisition, or other transaction that it believes will enhance shareholder value.

About GEE Group

GEE Group Inc. is a provider of specialized staffing solutions and is the successor to employment offices doing business since 1893. The Company provides professional staffing services and solutions in information technology, engineering, finance and accounting specialties through the names of Access Data Consulting, Agile Resources, Omni-One, GEE Group Columbus, Hornet Staffing and Paladin Consulting. Also, in the healthcare sector, GEE Group, through its Scribe Solutions brand, staffs medical scribes who assist physicians in emergency departments of hospitals and in medical practices by providing required documentation for patient care in connection with electronic medical records (EMR). The Company provides contract and direct hire professional staffing services through the following SNI brands: Accounting Now^®, SNI Technology^®, Legal Now^®, SNI Financial^®, Staffing Now^®, SNI Energy^®, and SNI Certes.

Forward-Looking Statements Safe Harbor

In addition to historical information, this press release contains statements relating to possible future events and/or the Company's future results (including results of business operations, certain projections, future financial condition, pro forma financial information, and business trends and prospects) that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995 and are subject to the "safe harbor" created by those sections. The statements made in this press release that are not historical facts are forward-looking statements that are predictive in nature and depend upon or refer to future events. These forward-looking statements include, without limitation, anticipated cash flow generation and expected shareholder benefits. Such forward-looking statements often contain, or are prefaced by, words such as "will", "may," "plans," "expects," "anticipates," "projects," "predicts," "pro forma", "estimates," "aims," "believes," "hopes," "potential," "intends," "suggests," "appears," "seeks," or variations of such words or similar words and expressions of future tense. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known risks and uncertainties, many of which are beyond the Company's control, and cannot be predicted or quantified and, consequently, as a result of a number of factors, the Company's actual results could differ materially from those expressed or implied by such forward-looking statements. The international pandemic, the "Novel Coronavirus" ("COVID-19"), negatively impacted and disrupted the Company's business operations and had a significant negative impact on the global economy and employment in general, resulting in, among other things, a lack of demand for the Company's services. This was exacerbated by government and client directed "quarantines", "remote working", "shut-downs" and "social distancing". Some of these outcomes or by-products of the pandemic have persisted in one form or another since and there is no assurance that conditions will ever fully return to their former pre-pandemic status quo. These and certain other factors that might cause the Company's actual results to differ materially from those in the forward-looking statements include, without limitation: (i) the loss, default or bankruptcy of one or more customers; (ii) changes in general, regional, national or international economic conditions; (iii) an act of war or terrorism, industrial accidents, or cyber security breach that disrupts business; (iv) changes in the law and regulations; (v) the effect of liabilities and other claims asserted against the Company including the failure to repay indebtedness or comply with lender covenants including the lack of liquidity to support business operations and the inability to refinance debt, failure to obtain necessary financing or the inability to access the capital markets and/or obtain alternative sources of capital; (vi) changes in the size and nature of the Company's competition; (vii) the loss of one or more key executives; (viii) increased credit risk from customers; (ix) the Company's failure to grow internally or by acquisition or the failure to successfully integrate acquisitions; (x) the Company's failure to improve operating margins and realize cost efficiencies and economies of scale; (xi) the Company's failure to attract, hire and retain quality recruiters, account managers and salesmen; (xii) the Company's failure to recruit qualified candidates to place at customers for contract or full-time hire; (xiii) the adverse impact of geopolitical events, government mandates, natural disasters or health crises, force majeure occurrences, future global pandemics such as COVID-19 or other harmful viral or non-viral rapidly spreading diseases and such other factors as set forth under the heading "Forward-Looking Statements" in the Company's annual reports on Form 10-K, its quarterly reports on Form 10-Q and in the Company's other filings with the Securities and Exchange Commission (SEC). More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov. The Company is under no obligation to (and expressly disclaims any such obligation to) and does not intend to publicly update, revise, or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Contact:
GEE Group Inc.
Kim Thorpe
630.954.0400
invest@geegroup.com

SOURCE: GEE Group Inc.

View the original press release on ACCESS Newswire

FAQ

What did GEE Group (JOB) disclose about the IOI from Star Equity on January 6, 2026?

GEE Group disclosed it received an IOI on January 6, 2026 that referenced a possible business combination but lacked valuation, consideration, and structure details.

Does GEE Group (JOB) have an NDA with Star Equity regarding the January 2026 IOI?

No, GEE Group stated there is no nondisclosure agreement (NDA) in place between the companies.

Can GEE Group (JOB) confirm Star Equity's claimed 5.4% stake?

GEE Group said it has no basis to confirm Star's 5.4% ownership claim because no Schedule 13D filing appears to have been made by Star.

What financial information about Star Equity did GEE Group (JOB) cite in its statement?

GEE Group noted Star's average daily volume of 7.86k, market cap of ~$36.7M, GAAP net losses of $1.831M (three months) and $4.275M (nine months) ended September 30, 2025, and an accumulated deficit of $434.2M.

How will the GEE Group (JOB) board respond to the IOI from Star Equity?

The board intends to privately and formally respond to Star as appropriate and will consider any bona fide offer it believes will enhance shareholder value.