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GEE Group Inc. (JOB) SEC Filings

JOB NYSE

GEE Group Inc. (JOB) filings document a staffing company focused on Professional Staffing Services and human resource solutions. Recent 8-K reports furnish operating results, segment presentation, discontinued operations for the former Industrial Staffing Services business, staffing revenue trends, customer concentration effects, and completed acquisition activity involving Hornet Staffing.

The filing record also includes material-event disclosures on board composition and strategic-review matters, as well as proxy materials for director elections and auditor ratification. These documents describe governance procedures, shareholder meeting matters, and formal reporting around the company’s NYSE American-listed common stock.

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GEE Group Inc. (JOB) stockholders approved five matters at the September 30, 2026 annual meeting, including an amendment for a one-for-thirty reverse stock split, ratification of Cherry Bekaert LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, an advisory say-on-pay resolution, and adjournment authority. Class I nominees Jyrl James and David Sandberg were elected. The reverse-split amendment received 65,054,484 votes for and 13,617,801 against.

The meeting was adjourned in part to October 8, 2026, solely to solicit additional votes on a separate capital-increase proposal. That proposal would change the authorized common-stock amount from 6,666,666.6667 shares, post Reverse Stock Split, to 200,000,000 shares. Kim Thorpe, Chief Financial Officer, signed for the company.

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GEE Group Inc. (symbol: JOB) is the issuer of record for a Form 8-K filing submitted to the SEC. GEE Group Inc. disclosed that its Audit Committee is conducting an independent inquiry into an Executive Employment Agreement dated April 27, 2023, with Allison Dewan, the company’s Vice President of Corporate Development. The company said the agreement had not previously been disclosed in its SEC filings. Ms. Dewan is the daughter of Derek Dewan, the company’s Chairman and Chief Executive Officer.

The agreement provides for a five-year term ending April 26, 2028, unless earlier terminated, and a one-year automatic extension after the initial term absent termination notice. It sets an initial annual base salary of $110,000, which may increase but not decrease under company compensation policies, and provides eligibility for bonuses, equity incentives, benefits and perquisites. The inquiry covers the agreement’s origin and authorization, applicable disclosure and financial-reporting controls, and whether related-party disclosure applied because annual or annualized compensation exceeded $120,000 for each fiscal year since inception.

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GEE Group Inc. (JOB) announced that it filed a proxy supplement and postponed its 2026 Annual Meeting of Shareholders. The virtual meeting, originally set for 9:00 a.m. EDT on September 24, 2026, will now be held on September 30, 2026 at 9:00 a.m. EDT at https://www.cstproxy.com/geegroup/2026.

The meeting was postponed to allow additional time to solicit proxies on the proposals described in the previously filed Proxy Statement. The record date remains August 10, 2026, and proxies already submitted remain valid unless revoked. Shareholders may still vote or change their vote using the methods outlined in the Proxy Statement. The supplement does not change any proposals or other matters described in the original Proxy Statement.

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GEE Group Inc. (JOB) is asking shareholders at its virtual annual meeting on September 24, 2026 to vote on director elections, auditor ratification, a major capital structure change, executive pay and a potential meeting adjournment.

Key items include a one-for-thirty Reverse Stock Split of the common stock and a related amendment to increase authorized common shares from 6,666,666.6667 post-split to 200,000,000. As of the August 10, 2026 record date, there were 109,870,686 common shares outstanding, each with one vote; a quorum requires 54,935,344 votes. The reverse split is presented as a way to increase the share price to support continued listing on the NYSE American, particularly in light of a rule that could automatically delist stocks trading below $0.25 after July 1, 2027.

Shareholders will also vote on electing two Class I directors (Jyrl James and David Sandberg), ratifying Cherry Bekaert LLP as auditor for fiscal 2026, a non-binding Say‑on‑Pay resolution, and an adjournment proposal. A Cooperation Agreement with Star Equity Fund provides for declassifying the Board by the 2027 annual meeting and includes a 7.5% ownership cap and voting and standstill commitments by Star Equity.

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GEE Group Inc. (JOB) is the subject of Amendment No. 5 to a Schedule 13D filed by Star Equity Fund and related entities. The group reports beneficial ownership of 6,285,065 shares of GEE Group common stock, representing approximately 5.72% of the class, based on 109,870,686 shares outstanding as of August 11, 2026.

The shares held by Star Equity Fund were acquired in open-market purchases for an aggregate cost of about $1,237,245, excluding commissions. On August 21, 2026, Star Equity Fund and GEE Group entered into a Cooperation Agreement under which GEE Group agreed to declassify its Board so that a majority of directors stand for annual election at the 2027 annual meeting, with related bylaw amendments and one-year terms for directors elected after 2026. Star Equity Fund agreed to withdraw its nomination of Richard K. Coleman Jr. for the 2026 annual meeting and not to present a proposal to remove two directors, and is subject to voting commitments, a standstill, mutual non-disparagement and other customary terms. Mr. Coleman now reports 0 shares and is no longer part of the reporting group.

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GEE Group Inc. (JOB) is asking shareholders at a fully virtual annual meeting on September 24, 2026 to approve several governance and capital-structure changes. Shareholders will vote on electing two Class I directors, ratifying Cherry Bekaert LLP as auditor for fiscal 2026, and a one‑for‑thirty Reverse Stock Split of the common stock. A separate proposal seeks to amend the Articles of Incorporation to raise authorized common shares from 6,666,666.6667 post‑split to 200,000,000 shares.

The company states the reverse split is intended to increase the share price to help maintain its NYSE American listing, noting new rules that can trigger automatic delisting if the price falls below $0.25 after July 1, 2027. As of the August 10, 2026 record date, there were 109,870,686 common shares outstanding, each with one vote.

Shareholders will also cast an advisory Say‑on‑Pay vote on executive compensation and vote on an adjournment proposal. GEE Group has entered a Cooperation Agreement with Star Equity Fund under which the Board will be declassified starting with the 2027 meeting, and Star Equity agrees to voting and standstill provisions, including a 7.5% ownership cap, for a defined period.

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GEE Group Inc. (JOB) entered into a cooperation agreement with Star Equity Fund, LP. Under this agreement, GEE Group’s board of directors will be declassified so that a majority of directors will stand for annual election at the 2027 annual meeting and the board will be fully declassified at the 2028 annual meeting.

Star Equity Fund has withdrawn its director nominee and its proposal to remove two GEE Group directors for the 2026 annual meeting and agreed to customary standstill provisions and voting commitments. Both parties highlight ongoing constructive engagement and support for GEE Group’s strategic plan and efforts to enhance shareholder value.

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GEE Group Inc. reported a return to profitability in continuing operations for the fiscal 2026 third quarter and nine months ended June 30, 2026. Net income from continuing operations was $566 thousand for the quarter and $430 thousand year-to-date, compared with losses in the prior-year periods that included $31.7 million of non-cash charges.

Consolidated revenues declined to $20.8 million for the quarter and $60.8 million year-to-date, down 15% and 17%, driven mainly by lower contract staffing revenue after the loss of a high-volume, low-margin customer and softer labor demand. Direct hire placement revenue rose to $3.8 million for the quarter and $9.7 million year-to-date, up about 16% and 10%, shifting mix toward higher-margin business. Gross margins expanded to 39.9% for the quarter and 38.0% year-to-date.

SG&A fell 12% for the quarter and 14% year-to-date, supporting an improvement in non-GAAP adjusted EBITDA to $570 thousand for the quarter and $582 thousand year-to-date. Liquidity remained strong with $20.3 million in cash, $5.2 million of undrawn ABL availability, a current ratio of 5.0, shareholders’ equity of $50.7 million, and no long-term debt. The company also highlighted a filed but not yet effective Form S-3 universal shelf registration of up to $100 million for future financing flexibility.

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GEE Group Inc. reported modest profitability amid lower revenue for the quarter ended June 30, 2026. Net revenues from continuing operations were $20.8M, down 15% year over year, as professional contract staffing revenue fell 20% to $17.0M, partly from the loss of a large account and softer labor demand. Direct hire placement revenue rose 16% to $3.7M, lifting the mix of higher‑margin business.

Gross profit was $8.3M with a combined gross margin of 39.9%, up from 35.4%, helped by stronger direct hire mix and improved contract spreads. SG&A fell by about $1.1M versus a year ago from cost reductions, though it increased as a percentage of revenue.

Income from operations was $0.4M versus a loss of $0.5M a year earlier; consolidated net income from continuing operations was $0.6M compared with a loss of $0.4M. For the nine months, revenue declined 17% to $60.8M, but results improved sharply from a prior‑year loss driven by a $22.0M goodwill impairment. The company ended the quarter with $20.3M in cash, no debt outstanding on its $20M asset‑based revolving facility, and $5.2M of borrowing availability, subject to new covenants that cap total cash at $25M and require at least $12M on deposit with the lender.

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Star Equity-affiliated investors have updated their ownership and activism plans at GEE Group Inc. The reporting group, led by Star Equity Fund, reports beneficial ownership of 5,969,762 common shares, representing about 5.4% of GEE Group’s 109,870,686 shares outstanding as of May 13, 2026.

Star Equity Fund has nominated Richard K. Coleman Jr., the COO of Star Equity, for election to GEE Group’s board at the 2026 annual meeting. It also plans to present a proposal to remove two incumbent directors, Peter Tanous and Thomas Vetrano, citing their approval of 2023 executive employment agreements described as egregious. The reporting persons amended a Joint Filing and Solicitation Agreement to coordinate proxy solicitation, with Star Equity Fund bearing related solicitation expenses, and entered into indemnification and power-of-attorney arrangements tied to this campaign.

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FAQ

How many GEE Group (JOB) SEC filings are available on StockTitan?

StockTitan tracks 35 SEC filings for GEE Group (JOB), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for GEE Group (JOB)?

The most recent SEC filing for GEE Group (JOB) was filed on October 2, 2026.