GEE Group Inc. SEC Filings

GEE Group Inc. has hired Roth Capital Partners as financial advisor to help evaluate unsolicited expressions of interest and explore other strategic alternatives for the company and its shareholders. Roth will support the Board and its M&A Committee in reviewing potential business combinations, acquisitions or other transactions aimed at enhancing shareholder value. The company emphasizes there is no assurance that this review will lead to any transaction, and responses to interested parties will be handled privately and formally in line with the Board’s fiduciary duties.

GEE Group Inc., a professional staffing and human resource solutions provider, announced that long-time director William M. (“Bill”) Isaac has retired from its Board of Directors. He stepped down effective March 6, 2026 for health and other reasons after serving on the board since 2015.

Chairman and CEO Derek Dewan praised Isaac, a former Chairman of the Federal Deposit Insurance Corporation, for faithfully fulfilling his director responsibilities and being a significant asset to the company. The release also reiterates GEE Group’s focus on specialized staffing across IT, engineering, finance, accounting, legal, and healthcare markets through multiple national brands.

Star Equity Fund and affiliated entities filed Amendment No. 1 to their Schedule 13D on GEE Group Inc., reporting beneficial ownership of 5,969,762 shares of common stock, or 5.4% of the class. The filing describes a March 3, 2026 press release in which Star Equity urges GEE Group’s board to immediately hire an independent investment bank to run a thorough, competitive sale process in light of multiple unsolicited offers the company has said it received. Star Equity asks that the bank report to the board’s M&A Committee rather than management or potentially conflicted directors, and it cites GEE Group’s prior strategic review, revenue declines, and underperformance as reasons to consider selling the company to the highest credible bidder, while stating it remains ready to engage constructively with the board.

GEE Group Inc. reported a softer fiscal 2026 first quarter as revenue declined but margins and profitability improved. Continuing operations revenue was $20.5 million, down 15% from the prior-year quarter, largely due to the loss of a single high-volume, low-margin customer that generated $2.6 million a year earlier; excluding this account, revenue fell 3.8%. Contract staffing revenue dropped to $17.8 million, while higher-margin direct hire placement revenue rose 8% to $2.7 million, helping lift gross margin to 36.1% from 33.0%.

Loss from continuing operations narrowed to $150 thousand, or $(0.00) per diluted share, versus $684 thousand previously. Adjusted EBITDA improved to $(97) thousand from $(304) thousand as cost reductions cut SG&A by 9%. Free cash flow was $(1.2) million, similar to the prior year. The company highlighted macro headwinds, including tariffs, inflation, higher interest rates and AI-driven labor substitution, but noted growing demand for direct hire placements.

Liquidity remains strong with $20.1 million in cash, $4.2 million of undrawn ABL availability, a current ratio of 5.3, shareholders’ equity of $50.0 million and no long-term debt. Management is implementing AI tools to improve efficiency and disclosed that the board is evaluating multiple unsolicited expressions of interest and other strategic alternatives.

GEE Group Inc. reported another small quarterly loss as revenue declined but margins and costs improved. For the quarter ended December 31, 2025, net revenues were $20.5 million, down from $24.0 million a year earlier, mainly from a 17% drop in professional contract staffing revenue after losing a large account and facing softer labor demand.

Direct hire placement revenue rose 8% to $2.7 million, lifting overall gross margin to 36.1% from 33.0%, helped by better pricing and mix. Selling, general and administrative expenses fell to $7.7 million from $8.4 million, reflecting cost reductions management estimates at about $3.8 million on an annual basis.

Loss from operations narrowed to $0.4 million from $0.8 million, and net loss improved to $0.2 million (approximately $0.00 per share) from $0.7 million ($0.01 per share). GEE Group ended the quarter with $20.1 million in cash, working capital of $23.9 million, no borrowings under its $20 million credit facility, and $4.2 million of availability. The Hornet Staffing acquisition contributed $1.2 million of contract revenue and a $0.2 million gain from a reduced promissory note obligation.

The Vanguard Group reports beneficial ownership of 5,500,032 shares of GEE Group Inc common stock, representing 4.99% of the class as of the reporting date.

Vanguard has shared voting power over 643,384 shares and shared dispositive power over all 5,500,032 shares, with no sole voting or dispositive power. The shares are held for Vanguard’s clients in the ordinary course of business, and no single other person has an interest in more than 5% of the securities. Vanguard notes an internal realignment on January 12, 2026, after which certain subsidiaries are expected to report beneficial ownership on a disaggregated basis.

GEE Group Inc. filed a current report to note that it issued a press release on January 22, 2026 responding to public commentary from Star Equity Holdings that referenced GEE Group and a letter described as an Indication of Interest dated January 6, 2026. The company states that this press release is attached as Exhibit 99.1 to the report and is incorporated by reference. The information in this report and the press release is being furnished, not filed, which means it is not subject to certain Exchange Act liability provisions or automatically incorporated into other securities filings unless specifically referenced.

Star Equity and affiliated entities have filed a Schedule 13D disclosing beneficial ownership of 5,969,762 shares of GEE Group Inc. common stock, or approximately 5.43% of the company’s outstanding shares based on 110,005,722 shares as of December 16, 2025. The shares, held through Star Equity Fund, were acquired in open‑market purchases for an aggregate cost of about $1,170,430.79, excluding commissions.

Star Equity issued a January 22, 2026 press release and initial proposal expressing its belief that a merger of GEE Group with Star Equity could benefit GEE Group stockholders, including a potential premium to the stock price, reduced public company and SG&A costs, and a sharper focus on revenue generation. The filing notes Star Equity’s concerns about GEE Group’s revenue decline and net losses from continuing operations and states that the investor may pursue further discussions, additional proposals on strategy, capital structure or board composition, or change its stake over time.