GEE Group Inc. SEC Filings

GEE Group Inc. Chief Administrative Officer Alexander Preston Stuckey reported two transactions in GEE Group Inc. common stock. On December 2, 2025, he had 150,316 performance-based restricted shares forfeited, reflecting shares granted on December 2, 2022 that were subject to performance conditions, at a reference closing price of $0.19 per share. On January 7, 2026, 42,557 restricted shares were withheld by the issuer to cover his tax withholding obligations tied to the vesting of 170,252 previously granted restricted shares, using a $0.20 closing price. Following these transactions, he beneficially owns 2,030,960 shares, including 45,972 restricted shares granted on December 1, 2023 that vest on December 1, 2026 and a further 45,972 performance-based restricted shares he may earn under the company’s incentive program.

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.

GEE Group Inc. disclosed that it has issued a press release announcing its financial results for the fiscal fourth quarter and full year ended September 30, 2025. The press release, dated December 17, 2025, is furnished as Exhibit 99.1 to this report.

The company explains that the information in this report, including Exhibit 99.1, is being furnished rather than filed under the Exchange Act. As a result, it is not subject to certain liabilities under Section 18 and will only be incorporated into other Securities Act or Exchange Act filings if specifically referenced.

GEE Group Inc. is a professional staffing and human resources solutions provider focused on IT, engineering, accounting and finance, office support and healthcare roles. It operates through 19 branch offices and four virtual locations in 10 states, serving customers from small businesses to Fortune 1000 companies.

In fiscal year ended September 30, 2025, the company acquired Atlanta-based Hornet Staffing, a staff augmentation firm specializing in MSP and VMS arrangements, for $1.5 million, including $1.1 million in cash and $400 thousand in subordinated promissory notes. It also sold operating assets of its Industrial Segment, receiving $250 thousand at closing plus $788 thousand within 90 days and recording a pre-tax gain of $133 thousand, and now reports that segment as discontinued operations.

Management pursues a strategy of organic growth and further acquisitions in high-growth verticals such as IT and AI, supported by a mix of contract staffing and direct hire services, which represented 87.8% and 12.2% of 2025 revenue respectively. Key risks include a $20 million asset-based revolving credit facility with restrictive covenants, significant goodwill and other intangibles subject to impairment, heavy working capital needs, macroeconomic uncertainty, rapid AI-driven changes to staffing demand, and stock price volatility on the NYSE American.

On August 13, 2025, GEE Group Inc. (NYSE American: JOB) furnished an 8-K stating that it issued a press release announcing its consolidated results for the fiscal 2025 third quarter and year-to-date periods ended June 30, 2025. The press release is attached to the filing as Exhibit 99.1 and is incorporated by reference.

The company explicitly states that the information furnished, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other filings except as expressly stated. The 8-K lists Exhibit 104 (interactive data) and is signed by the Chief Financial Officer.

GEE Group Inc. (JOB) reported third-quarter results for the period ended June 30, 2025 showing consolidated net revenues of $24.5 million, down 9% from $27.0 million a year earlier. The company recorded a consolidated net loss of $0.4 million for the quarter, an improvement from a $19.3 million loss in the prior-year quarter largely because the prior period included large non-cash impairment charges.

For the nine months ended June 30, 2025 the company reported net revenues of $73.0 million and a net loss of $34.2 million, which included a $22.0 million goodwill impairment recognized in the period. Total assets fell to $60.6 million from $95.9 million, shareholders' equity declined to $50.4 million, and cash was $18.6 million. The company completed the January 3, 2025 acquisition of Hornet Staffing for $1.5 million and sold certain Industrial Segment assets on June 2, 2025 for initial cash of $250 thousand plus additional receivables; a pre-tax gain of $133 thousand was recorded in discontinued operations. The senior secured credit facility had of unused capacity and no outstanding borrowings as of June 30, 2025.