Star Equity Holdings Announces Proposal to Acquire GEE Group for $0.30 per Share
Rhea-AI Summary
Star Equity Holdings (Nasdaq: STRR) submitted an indication of interest to acquire GEE Group (NYSE American: JOB) for $0.30 per share in a stock‑for‑stock transaction using Star’s 10% Series A cumulative perpetual preferred (Nasdaq: STRRP) valued at a $10 liquidation preference.
Star owns 5.4% of JOB. The proposal is an indication of interest and requires Board and management agreement, including normal severance terms.
Positive
- Offer price set at $0.30 per JOB share
- Consideration uses Star's 10% Series A preferred (STRRP) tied to $10 liquidation preference
- Star holds 5.4% ownership of JOB
Negative
- Proposal is an indication of interest, not a binding agreement
- GEE stock has declined 95% over the last 10 years
- Transaction requires Board and management approval, including severance agreements
News Market Reaction – STRR
In the May 6 session, STRR gained 0.53%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 22 | Merger closing | Positive | +343.2% | Closing of merger with Hudson Global creating larger diversified holding company. |
| May 21 | Merger agreement | Positive | -5.1% | Definitive stock-for-stock merger agreement with Hudson Global outlining NewCo terms. |
| Mar 04 | Strategic acquisition | Positive | +4.9% | Acquisition of Alliance Drilling Tools expanding into Energy Services segment. |
| May 20 | Strategic acquisition | Positive | +3.1% | Acquisition of Timber Technologies to enhance Building Solutions division. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Acquisition-related announcements have generally led to positive price reactions for STRR, with one notable negative divergence.
Over the past year, Star Equity has used M&A to reshape its portfolio. Deals included acquiring Alliance Drilling Tools for $12.65M and Timber Technologies for $23M, and a transformational merger with Hudson Global that created a larger diversified platform with pro-forma revenues of $210M. These moves expanded segments in Building Solutions, Business Services, and Energy Services. Today’s indication of interest for GEE Group continues this acquisition-driven strategy, using the same preferred equity instrument highlighted in past transactions.
Key Terms
stock-for-stock transaction financial
cumulative perpetual preferred stock financial
liquidation preference financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Stock-For-Stock Transaction Using Star’s Publicly Listed Preferred Stock (Nasdaq: STRRP)
Management Needs to Agree to Normal Severance
OLD GREENWICH, Conn., May 06, 2026 (GLOBE NEWSWIRE) -- Star Equity Holdings, Inc. (Nasdaq: STRR; STRRP) (“Star” or “we”), a diversified holding company and a
Jeff Eberwein, CEO of Star, commented, “GEE Group’s shareholders have been long‑suffering under a ‘go it alone’ strategy that has produced steep revenue declines, persistent losses, and a stock price that has declined
About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company that seeks to build long-term shareholder value by acquiring, managing, and growing businesses with strong fundamentals and market opportunities. Its current structure comprises four divisions: Building Solutions, Business Services, Energy Services, and Investments. For more information visit www.starequity.com.
Building Solutions
The Building Solutions division operates in three specialties: (i) modular building manufacturing; (ii) structural wall panel and wood foundation manufacturing, including building supply distribution operations; and (iii) glue-laminated timber (glulam) column, beam, and truss manufacturing.
Business Services
The Business Services division provides flexible and scalable recruitment solutions to a global clientele, servicing organizations at all levels, from entry-level positions to the C-suite. The division focuses on mid-market and enterprise organizations worldwide, partnering consultatively with talent acquisition, HR, and procurement leaders to build diverse, high-impact teams and drive business success.
Energy Services
The Energy Services division engages in the rental, sale, and repair of downhole tools used in the oil and gas, geothermal, mining, and water-well industries.
Investments
The Investments division manages and finances the Company’s real estate assets as well as its investment positions in private and public companies.
| For more information contact: | |
| Star Equity Holdings, Inc. | The Equity Group |
| Jeffrey E. Eberwein | Lena Cati |
| CEO | Senior Vice President |
| 203-489-9501 | 212-836-9611 |
| jeff.eberwein@starequity.com | lcati@theequitygroup.com |
May 6, 2026
GEE Group Inc.
Attn: Board of Directors
7751 Belfort Parkway, Suite 150
Jacksonville, Florida 32256
Dear Board of Directors,
Star Equity Holdings, Inc. (“Star”, “We”, “Our”) is pleased to present this preliminary, non-binding indication of interest (“IOI”) regarding the opportunity to explore a potential combination of Star and GEE Group Inc. (“GEE Group”, “JOB”, or the “Company”). Through our Investments division, we currently own approximately
Star is a publicly traded (NASDAQ: STRR), diversified holding company and has been operating in this capacity since September 2019. Star currently has four divisions: Building Solutions, Business Services, Energy Services, and Investments, and our acquisition strategy involves seeking both attractive bolt-on opportunities for our existing businesses as well as potentially entering entirely new segments where we believe we can create significant value.
We believe there are several compelling reasons why Star would be an excellent merger partner for GEE Group and its shareholders including:
- Significant opportunities for public company overhead reduction by combining the two companies;
- Increased focus from the operating management team on growing their staffing businesses with fewer public-company-related distractions; and,
- Significant opportunities for collaboration with the seasoned business leaders at Star’s Hudson Talent Solutions business and Star’s other portfolio companies.
1. Purchase Price: Subject to the terms and conditions set forth herein, Star is prepared to purchase
Accordingly, the STRRP to JOB exchange ratio shall be 0.03 to 1.00, meaning Star will pay JOB shareholders 0.03 shares of STRRP for each share of JOB owned. Given that each share of STRRP receives
2. Structure and Financing: The Transaction is currently contemplated as a stock purchase. We expect to fund the Transaction with preferred equity securities.
3. Employees / Management: We do not anticipate unilateral changes in the Company’s operations post-closing. However, we expect CEO Derek Dewan, CFO Kim Thorpe, and COO Alex Stuckey to forego the severance payments and benefits triggered by a change in control (“CIC”) within their employment agreements executed in April 2023. In lieu of these severance payments, we expect to enter into a settlement agreement with the aforementioned executives whereby each executive would receive the sum of (i) their “Base Salary” and (ii) their “Target Cash Bonus” for one year, payable in STRRP within 30 days of closing based on STRRP’s liquidation preference of
4. Approvals: At the appropriate time, Star will seek Board approval to consummate the transaction, subject to satisfactory completion of due diligence, negotiation, and execution of the definitive agreement and related documents, and the satisfaction of customary conditions, and representations set forth in the definitive agreement.
5. Due Diligence: Star anticipates conducting standard due diligence comprised of a review of financial, operating, and legal information, as well as discussions with members of the Company's management team, customers, and significant third-party vendors. In this regard, we expect you to provide us assistance as is reasonably requested and give access at reasonable times to all things related to the business and assets of the Company.
We are enthusiastic about proceeding and suggest we put an NDA in place, excluding the unnecessary standstill provision, as the next logical step in our discussions. If you have any questions about anything contained herein or our proposal, please contact me at (203) 489-9501. We look forward to hearing from you.
Sincerely,
Star Equity Holdings, Inc.
Jeffrey E. Eberwein
CEO
Exhibit A:
| STRRPSecuritiesDescription | ||
| STRRP Preferred Stock: | 2,369,782 Series A shares outstanding (as of 12/31/2025). | |
| Liquidation Value: | ||
| Dividend Yield: | ||
| Dividends: | ||
| Dividend Effective Dates: | March 1, June 1, September 1, December 1. | |
| Dividend Payment Dates: | March 10, June 10, September 10, December 10. | |
| Maturity: | Perpetual and not “retire-able” within the meaning of IRS Code Section 351(g)2(A). | |
| Qualified Preferred Stock: | For purposes of effectuating a tax-free transaction, shares of preferred stock can be used as consideration. The portion used for consideration may not be taxable immediately with tax liability potentially deferred until the shares are sold. The preferred stock is considered Qualified Preferred Stock due to its specific features which were designed to allow this tax benefit. | |
| Taxation of Dividends: | In some years, depending on whether the company has earnings and profits, the dividends paid on the preferred stock may not be taxable as dividend income if they are instead considered “returns of capital”. “Returns of capital” reduce the cost basis of the shares. “Returns of capital” that exceed the shareholder’s cost basis may be taxed as capital gains. | |
Additional details can be found in the Certificate of Designation filed with the SEC.
