GEE Group reviews $110K deal with CEO's daughter

The agreement provides a five-year term, a $110,000 initial annual salary and eligibility for additional compensation.

Rhea-AI Filing Summary

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.

Filing Explained

The audit committee’s independent inquiry is ongoing; Allison Dewan’s agreement also includes termination, non-compete, non-solicitation and confidentiality provisions, plus severance and change-of-control provisions comparable to those for GEE Group executives.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Agreement date: April 27, 2023 Initial employment term: Five years Initial annual base salary: $110,000 per year +2 more

5 metrics

Agreement date April 27, 2023 Executive Employment Agreement with Allison Dewan

Initial employment term Five years Ending April 26, 2028, unless earlier terminated

Initial annual base salary $110,000 per year May increase, but not decrease, under company compensation policies

Related-party disclosure threshold $120,000 Annual or annualized compensation for each fiscal year since inception

Automatic extension One year After the initial term if neither party gives termination notice

Key Terms

related party transaction, disclosure controls and procedures, internal controls over financial reporting, change of control

4 terms

related party transaction regulatory

"subject to disclosure as a related party transaction"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

disclosure controls and procedures regulatory

"the applicable disclosure controls and procedures"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

internal controls over financial reporting financial

"internal controls over financial reporting governing the AD Employment Agreement"

Internal controls over financial reporting are the policies, procedures and checks a company uses to make sure its accounting and financial statements are accurate, complete and free from significant error or fraud. They matter to investors because strong controls lower the risk of misleading results or surprise restatements—think of them as a quality checkpoint on a factory line that helps prevent costly defects that could damage a company’s value and reputation.

change of control financial

"severance and change of control provisions"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the term and salary in Allison Dewan’s JOB employment agreement?

The agreement provides for a five-year term ending April 26, 2028, unless employment ends earlier under its terms, and an initial base salary of $110,000 per year. After the initial term, it automatically extends for one year unless the company or Ms. Dewan gives notice of termination.

What is JOB’s Audit Committee reviewing about Allison Dewan’s agreement?

The Audit Committee is conducting an independent inquiry into the agreement’s origin and authorization, the disclosure controls and internal controls over financial reporting that apply to it, and whether it was subject to related-party disclosure. The inquiry refers to annual or annualized compensation exceeding $120,000 for each fiscal year since the agreement began.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2026

GEE GROUP INC.

(Exact name of registrant as specified in its charter)

Illinois		1-05707		36-6097429
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

7751 Belfort Parkway, Suite 150, Jacksonville, Florida		32256
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 954-0400

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		JOB		NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐ 

Item 8.01 Other Events

The audit committee (the “Audit Committee”) of GEE Group Inc. (the “Company”) (NYSE American: JOB) was recently made aware of the existence of an Executive Employment Agreement dated April 27, 2023 between the Company and Allison Dewan, naming Ms. Dewan as the Company’s Vice President of Corporate Development (the “AD Employment Agreement”). Ms. Dewan is the daughter of Derek Dewan, the Company’s Chairman and Chief Executive Officer. The existence and terms of the AD Employment Agreement have not previously been disclosed in the Company’s filings with the Securities and Exchange Commission.

The Audit Committee is currently conducting an independent inquiry into the AD Employment Agreement, including, but not limited to, its origin and appropriate authorization, the applicable disclosure controls and procedures and internal controls over financial reporting governing the AD Employment Agreement, and whether the AD Employment Agreement was subject to disclosure as a related party transaction as the total annual (or annualized) value of all compensation (including perquisites and potential severance and change of control payments) paid or payable to Ms. Dewan pursuant to the terms of the AD Employment Agreement for each of the fiscal years since its inception exceeded $120,000.

The AD Employment Agreement provides for a five year term of employment ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Ms. Dewan of termination. The AD Employment Agreement provides for an initial base salary of $110,000 per year, which can be increased, but not decreased, in accordance with the Company’s compensation policies. Pursuant to the AD Employment Agreement Ms. Dewan is eligible to receive discretionary or target based bonuses and to participate in Company equity-based incentive compensation and benefit plans. The AD Employment Agreement also provides that Ms. Dewan shall receive and/or or shall be eligible to receive certain other perquisites. The AD Employment Agreement further contains termination, non-compete, non-solicitation and confidentiality provisions and provides for severance and change of control provisions that are comparable to those provided to the Company’s executive officers.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GEE GROUP INC.
Date: September 28, 2026	By:	/s/ Kim Thorpe
	Name:	Kim Thorpe
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 895 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB