GEE Group (JOB) CEO Derek Dewan details Form 4 forfeiture and tax-share withholding

Rhea-AI Filing Summary

GEE Group Inc. CEO Derek E. Dewan reported two equity award-related share reductions in company stock. On December 2, 2025, 210,443 performance-based restricted common shares were forfeited after performance conditions tied to an award granted on December 2, 2022 were not met, at a reference price of $0.19 per share. On January 7, 2026, 55,165 restricted shares were withheld by the company at $0.20 per share to cover Dewan’s tax obligations on the vesting of 238,353 previously granted restricted shares.

After these transactions, Dewan directly beneficially owned 2,629,458 shares of GEE Group common stock. His holdings include 71,944 restricted shares granted on December 1, 2023 that vest on December 1, 2026, and he may earn up to an additional 71,944 performance-based restricted shares in the future, subject to meeting specified performance measures.

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^*

DEWAN DEREK E

(Last) (First) (Middle)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		210,443(1)	D	$0.19(2)	2,684,623(3)	D
Common Stock, no par value	01/07/2026		F		55,165(4)	D	$0.2(5)	2,629,458(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 71,944 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 71,944 shares of restricted stock Mr. Dewan 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 238,353 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/ Derek E. Dewan	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did GEE Group (JOB) CEO Derek Dewan report?

Derek E. Dewan reported two Form 4 transactions in GEE Group common stock: a forfeiture of 210,443 performance-based restricted shares on December 2, 2025, and the withholding of 55,165 restricted shares on January 7, 2026 to satisfy tax obligations.

How many GEE Group (JOB) shares does CEO Derek Dewan own after these Form 4 transactions?

Following the reported transactions, Derek E. Dewan directly beneficially owned 2,629,458 shares of GEE Group Inc. common stock.

Were Derek Dewans GEE Group (JOB) Form 4 transactions open-market sales?

No. The filing describes a forfeiture of 210,443 performance-based restricted shares and shares withheld by the issuer to cover Dewans tax withholding obligation on vesting restricted stock, rather than discretionary open-market sales.

What performance-based GEE Group (JOB) shares were forfeited by CEO Derek Dewan?

The Form 4 states that 210,443 performance-based restricted common shares awarded on December 2, 2022 were forfeited because they were subject to performance-based measures that were not achieved.

How many GEE Group (JOB) restricted shares were withheld for Derek Dewans taxes?

The company withheld 55,165 restricted common shares from Derek E. Dewan on January 7, 2026 to satisfy his tax withholding obligation upon the vesting of 238,353 previously granted restricted shares.

What future GEE Group (JOB) restricted stock could Derek Dewan still receive?

The filing notes that Dewan holds 71,944 restricted shares granted on December 1, 2023 that vest on December 1, 2026, and he is eligible to earn up to an additional 71,944 performance-based restricted shares under the companys Annual Incentive Compensation Program, subject to future performance measures.