Star Equity Issues Statement on GEE Group’s Lack of Engagement

Rhea-AI Summary

Star Equity (Nasdaq: STRR), a 5.4% stockholder of GEE Group (NYSE American: JOB), announced a formal merger proposal to JOB on Jan 6–15, 2026 and says JOB’s board and CEO have not acknowledged receipt. Star Equity argues a combination would cut duplicative public company costs, deliver operational synergies, and leverage Star Equity’s experience in professional services.

Star Equity cites JOB financials: FY2025 revenue $96.5M (41.6% below FY2022 peak; 9.8% below FY2024), combined net losses of $58.8M over two years including $36.2M goodwill impairments, and an ~92% stock-price decline over five years.

Positive

• Star Equity ownership stake of 5.4% in JOB
• Revenue data disclosed: FY2025 $96.5M
• Proposal aims to eliminate duplicative public company costs

Negative

• FY2025 revenue -41.6% vs FY2022 peak
• Net losses $58.8M over last two years (includes $36.2M goodwill impairment)
• Share price ~92% decline over five years

News Market Reaction

+0.28%

1 alert

+0.28% News Effect

On the day this news was published, STRR gained 0.28%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Stake in GEE Group: 5.4% JOB FY 2025 revenue: $96.5 million Revenue decline from FY 2022: 41.6% +5 more

8 metrics

Stake in GEE Group 5.4% Star Equity shareholding in JOB via Investments Division

JOB FY 2025 revenue $96.5 million GEE Group revenue for FY 2025

Revenue decline from FY 2022 41.6% Drop in JOB revenue from peak FY 2022 to FY 2025

Revenue decline vs FY 2024 9.8% Year-over-year revenue decline for JOB from FY 2024 to FY 2025

JOB net losses $58.8 million Combined net losses over the last two years

Goodwill impairment $36.2 million Goodwill impairment charges within JOB’s net losses

JOB 5-year stock decline 92% Approximate share price decline over five years

EBITDA multiples cited 6x–10x EBITDA Valuation range mentioned for private staffing acquisitions

Market Reality Check

Price: $10.14 Vol: Volume 3793 vs 20-day ave...

normal vol

$10.14 Last Close

Volume Volume 3793 vs 20-day average 5106 indicates lighter-than-usual trading. normal

Technical Price 10.62 is trading above 200-day MA at 6.15, indicating a pre-existing uptrend.

Peers on Argus

STRR gained 1.63% while peers were mixed: HHS -1.3%, PLAG 0%, AIRT +0.27%, BOOM ...

STRR gained 1.63% while peers were mixed: HHS -1.3%, PLAG 0%, AIRT +0.27%, BOOM +3.75%, NNBR +1.96%, suggesting a stock-specific move.

Historical Context

5 past events · Latest: Nov 25 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 25	Conference presentation	Neutral	+1.7%	Announcement of participation in Noble Capital emerging growth conference.
Nov 14	Preferred dividend	Positive	+2.5%	Declaration of $0.25 cash dividend on Series A preferred shares.
Nov 13	Earnings results	Positive	-1.0%	Q3 2025 results with higher revenue and improved adjusted profitability.
Nov 07	Earnings date notice	Neutral	-2.0%	Notification of upcoming Q3 2025 release and conference call timing.
Oct 14	Conference presentation	Neutral	-0.9%	Announcement of LD Micro conference presentation and investor meetings.

Pattern Detected

Recent history shows generally modest reactions to news, with one divergence where shares fell despite positive Q3 results.

Recent Company History

Over the last few months, Star Equity has focused on investor outreach and capital allocation. It presented at conferences in October 2025 and December 2025, and scheduled its Q3 2025 earnings release for November 13, 2025. Q3 2025 results showed revenue of $48.0 million and improving adjusted profitability but produced a -0.98% next-day move. A preferred dividend announcement on November 14, 2025 coincided with a 2.48% gain. Today’s merger-related communication fits a pattern of active corporate and capital markets engagement.

Market Pulse Summary

This announcement details Star Equity’s attempt to engage GEE Group in merger discussions, leveragin...

Analysis

This announcement details Star Equity’s attempt to engage GEE Group in merger discussions, leveraging its 5.4% JOB stake and emphasizing cost synergies and strategic fit. The letter underscores JOB’s pressures, citing FY 2025 revenue of $96.5M, a 41.6% drop from FY 2022, and $58.8M in net losses over two years, including $36.2M in goodwill impairment. Investors may focus on whether GEE Group responds and how any talks address JOB’s prolonged share price decline of about 92% over five years.

Key Terms

nda, goodwill impairment charges, ebitda

3 terms

nda regulatory

"begin discussions on a potential merger (the “Proposal”), subject to executing an NDA"

An NDA, or nondisclosure agreement, is a legal contract that keeps certain information private between parties. It’s like a promise not to share sensitive details, helping protect business ideas, strategies, or data from being leaked or used without permission. For investors, NDAs help ensure that confidential information remains secure, enabling trust and open communication during business discussions.

goodwill impairment charges financial

"including $36.2 million from goodwill impairment charges, a sign of overpaying"

Goodwill impairment charges are accounting adjustments that recognize when the extra value a company paid for an acquisition — the premium above the identifiable assets, like brand reputation or customer relationships — is now worth less than recorded. Investors care because these charges lower reported earnings and the company’s book value, like admitting you overpaid for a house and must mark down its value, which can signal weaker future cash flow or raise concerns about management’s judgment.

ebitda financial

"typically transact at multiples of 6x-10x EBITDA – a valuation range"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

AI-generated analysis. Not financial advice.

CEO and Board Ignore Star Equity’s Proposal to Engage in Merger Discussions

OLD GREENWICH, Conn., Jan. 22, 2026 (GLOBE NEWSWIRE) -- Star Equity Holdings, Inc. (Nasdaq: STRR) (“Star Equity”, “we”, “our”), a 5.4% stockholder of GEE Group, Inc. (NYSE American: JOB) (“GEE Group” or “JOB”) via its Investments Division, makes public today a letter sent to GEE Group suggesting the two companies begin discussions on a potential merger (the “Proposal”), subject to executing an NDA and further due diligence.

Thus far, the Proposal has received no response from GEE Group despite our repeated outreach through multiple delivery methods. We have yet to obtain even an acknowledgement of receipt from anyone at GEE Group regarding our Proposal. Specifically, we have sent the Proposal as follows:

• January 6, 2026: via email to GEE Group’s CEO, Mr. Derek Dewan.
• January 12, 2026: via overnight delivery to GEE Group’s CEO, Mr. Derek Dewan with a signed delivery receipt received on January 13, 2026.
• January 15, 2026: via email to two JOB board members, David Sandberg and Randy Waterfield.
  

THE RATIONALE OF OUR PROPOSAL

1.   JOB Should Become a Part of a Larger Entity Instead of Continuing Its “Go It Alone” Strategy

We believe strongly that becoming part of a larger entity is the best way to increase value for GEE Group’s long-suffering stockholders. Remaining a very small public company would be a poor outcome for JOB stockholders due to GEE Group’s high SG&A expenses, including public company costs, as a percentage of revenue. A combination with Star Equity would immediately eliminate the need for duplicative public company costs and create potential for future cost-saving synergies and other performance enhancing benefits. Furthermore, in light of the poor performance of previous acquisitions by GEE Group, we believe JOB should refrain from pursuing any additional acquisitions. In short, GEE Group wants to be a buyer, but it should be a seller.

2.   JOB’s Stock Price Level Signals Market Concern over Financial Performance, Capital Allocation, and Cash Management

JOB’s revenue in FY 2025 was $96.5 million, representing a 41.6% decline from the peak level reached in FY 2022 and a 9.8% decline compared to FY 2024. In addition, JOB reported net losses totaling $58.8 million over the last two years combined, including $36.2 million from goodwill impairment charges, a sign of overpaying for previous acquisitions.  

Given the significant and continuing decline in revenue and massive deterioration in profitability, there is a tangible risk going forward that JOB will further erode its cash balance through the continuation of corporate overhead expenses, public company costs, and compensation for its management and board, not to mention the significant risk of JOB doing dilutive and misguided acquisitions.

JOB’s prolonged stock price underperformance displays a clear signal that the market has lost confidence in GEE Group’s financial and operating performance and its approach to capital allocation and cash management. Since April 2025, JOB’s common shares have traded close to its cash per share, and the stock price has declined almost 92% from the level reached 5 years ago.

Despite JOB’s massive decline in stock price, on its Q4 2025 earnings call on December 18, 2025, Mr. Dewan stated that GEE Group will not pursue share repurchases, citing, instead, a preference for acquisitions. At the same time, Mr. Dewan acknowledged that private staffing company acquisitions typically transact at multiples of 6x-10x EBITDA – a valuation range that would be meaningfully destructive to JOB stockholder value. We believe JOB’s low stock price reflects the market’s sentiment on GEE Group’s strategy of pursuing acquisitions at high multiples and demonstrates that stockholders are questioning whether capital is being stewarded with appropriate discipline and whether the board and management are truly committed to enhancing shareholder value.

3.   Star Equity’s Proposal Would Significantly Benefit JOB Stockholders

We believe Star Equity would be an excellent merger partner for GEE Group because the combination of the two companies would create significant value for both JOB and STRR stockholders through:

• reduction of duplicative public company and corporate overhead costs,
• sharpened operational focus and efficiency for the operating management team,
• Star Equity management’s significant experience in overseeing and investing in professional services businesses, and
• ample opportunities for collaboration with Star Equity’s experienced business leaders.

We strongly urge GEE Group’s board to consider our Proposal and instruct GEE Group’s management to engage in constructive discussions with Star Equity.

About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. (Nasdaq: STRR) is a diversified holding company with four divisions: Building Solutions, Business Services, Energy Services, and Investments.

About Star Equity Fund, LP
Star Equity Fund, LP is an investment fund managed by the Investments Division of Star Equity Holdings, Inc. Star Equity Fund seeks to unlock stockholder value and improve corporate governance at its portfolio companies.

For more information contact:
Star Equity Holdings, Inc.	The Equity Group
Jeffrey E. Eberwein	Lena Cati
Chief Executive Officer	Senior Vice President
203-489-9501	212-836-9611
jeff.eberwein@starequity.com	lcati@equityny.com

FAQ

What did Star Equity (STRR) propose to GEE Group (JOB) on Jan 6–15, 2026?

Star Equity proposed beginning merger discussions subject to an NDA and due diligence and says it delivered the Proposal via email and overnight delivery between Jan 6–15, 2026.

How much of GEE Group does Star Equity (STRR) own?

Star Equity holds a 5.4% stake in GEE Group via its Investments Division.

What key financial weaknesses did Star Equity cite for JOB in the Jan 22, 2026 statement?

Star Equity cited FY2025 revenue of $96.5M, a 41.6% decline from FY2022 peak, combined net losses of $58.8M over two years, and $36.2M of goodwill impairments.

How does Star Equity say a merger would help JOB shareholders?

Star Equity says a combination would reduce duplicative public company costs, create cost-saving synergies, sharpen operational focus, and leverage Star Equity’s professional services experience.

Has GEE Group (JOB) responded to Star Equity’s merger Proposal as of Jan 22, 2026?

Star Equity states it has received no acknowledgement or substantive response from GEE Group’s management or board as of Jan 22, 2026.