GEE Group (NYSE: JOB) CFO details forfeited and tax-withheld share awards

Rhea-AI Filing Summary

GEE Group Inc. Senior Vice President and CFO Kim Thorpe reported two equity-related transactions in company common stock. On December 2, 2025, he forfeited 162,342 shares of performance-based restricted stock that did not meet required performance measures, using the closing price of $0.19 per share for reporting. On January 7, 2026, 37,314 shares of restricted stock were withheld by the company at a price of $0.20 per share to cover his tax obligations upon the vesting of 183,873 previously granted restricted shares. After these transactions, he directly beneficially owned 1,121,699 shares of GEE Group common stock, including time-based and performance-based restricted stock described in the footnotes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THORPE KIM D

(Last) (First) (Middle)

C/O 7751 BELFORT PARKWAY

SUITE 150

(Street)

JACKSONVILLE FL 32256

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GEE Group Inc. [ JOB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President, CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	12/02/2025		F		162,342(1)	D	$0.19(2)	1,159,013(3)	D
Common Stock, no par value	01/07/2026		F		37,314(4)	D	$0.2(5)	1,121,699(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the forfeiture of performance-based shares of restricted common stock awarded to the reporting person on December 2, 2022 that were subject to the achievement of performance based measures.

2. The closing price of the Company's common stock as reported on the NYSE American on December 2, 2025.

3. Includes 45,972 shares of restricted stock granted on December 1, 2023 that vest on the third anniversary of their date of grant (December 1, 2026). In addition, included are 45,972 shares of restricted stock that Mr. Thorpe is eligible to earn in the future under the Company's Annual Incentive Compensation Program, but for which the final amounts granted will be subject to the achievement of future performance based measures.

4. Represents shares of restricted common stock withheld by the issuer to satisfy the reporting person's tax withholding obligation in connection with the vesting of 183,873 shares of restricted common stock previously granted to the reporting person that vested on December 2, 2025.

5. The closing price of the Company's common stock as reported on the NYSE American on January 7, 2026.

Remarks:

	/s/ Kim Thorpe	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did GEE Group (JOB) CFO Kim Thorpe report?

Kim Thorpe reported two transactions in GEE Group common stock. One was the forfeiture of 162,342 performance-based restricted shares on December 2, 2025, and the other was the withholding of 37,314 restricted shares on January 7, 2026 to satisfy tax obligations related to vesting stock awards.

Why were 162,342 GEE Group (JOB) shares forfeited by the CFO?

The 162,342 shares represent performance-based restricted common stock awarded to Kim Thorpe on December 2, 2022 that were forfeited because they were subject to performance-based measures that were not achieved, as described in the footnotes.

Why were 37,314 GEE Group (JOB) shares withheld from Kim Thorpe?

The 37,314 shares of restricted common stock were withheld by the issuer to cover Kim Thorpe’s tax withholding obligations tied to the vesting of 183,873 restricted shares that vested on December 2, 2025.

How many GEE Group (JOB) shares does CFO Kim Thorpe beneficially own after these transactions?

Following the reported transactions, Kim Thorpe beneficially owns 1,121,699 shares of GEE Group common stock directly, which includes certain restricted stock awards and performance-based shares described in the footnotes.

What were the reported prices used for Kim Thorpe’s GEE Group (JOB) transactions?

The forfeiture on December 2, 2025 used a price of $0.19 per share, reflecting the closing price on the NYSE American that day. The tax withholding on January 7, 2026 used a price of $0.20 per share, the closing price on that date.

What is Kim Thorpe’s role at GEE Group (JOB)?

Kim Thorpe is an officer of GEE Group Inc., serving as Senior Vice President and Chief Financial Officer (CFO), as stated in the filing.