Star Equity proposes $0.30-per-share acquisition of GEE Group (NYSE: JOB)

Rhea-AI Filing Summary

Star Equity Holdings, which beneficially owns 5,969,762 shares, or 5.4% of GEE Group Inc., filed an amended Schedule 13D after signaling interest in acquiring the company. Star Equity submitted a non-binding stock-for-stock indication of interest to buy 100% of GEE Group’s common shares.

The indication values GEE Group at $0.30 per share, payable in Star Equity’s publicly listed 10% Series A Cumulative Perpetual Preferred Stock, valued using its $10.00 per-share liquidation preference. Star Equity’s CEO stated that combining with a larger platform could reduce corporate overhead and, in his view, enhance value for GEE Group shareholders.

Insights

M&A and activism analyst

Star Equity, a 5.4% holder, has proposed an all-stock acquisition of GEE Group at $0.30 per share.

Star Equity Holdings, through related entities, reports beneficial ownership of 5,969,762 GEE Group shares, equal to 5.4% of the common stock. The amended Schedule 13D discloses an indication of interest to acquire all outstanding GEE Group shares in a stock-for-stock transaction.

The proposal prices GEE Group at $0.30 per share, using Star Equity’s 10% Series A Cumulative Perpetual Preferred Stock, valued at its $10.00 per-share liquidation preference. Because this is an indication of interest referenced in a May 6, 2026 press release, there is no binding agreement disclosed in this excerpt.

The filing signals potential change-of-control discussions but does not specify Board response, negotiation status, or closing conditions. Subsequent disclosures from GEE Group or Star Equity may clarify whether the indication advances toward a definitive transaction or remains preliminary.

Key Figures

Beneficial ownership: 5,969,762 shares Ownership percentage: 5.4% of class Indicated offer price: $0.30 per share +2 more

5 metrics

Beneficial ownership 5,969,762 shares Shares of GEE Group common stock reported as beneficially owned

Ownership percentage 5.4% of class Percent of GEE Group common stock represented by reported holdings

Indicated offer price $0.30 per share Proposed value per GEE Group common share in stock-for-stock IOI

Preferred stock reference value $10.00 per share Liquidation preference of Star Equity’s 10% Series A Cumulative Perpetual Preferred Stock

Date of indication of interest May 6, 2026 Date Star Equity issued press release and presented IOI

Key Terms

Schedule 13D, beneficially owned, indication of interest, stock-for-stock transaction, +1 more

5 terms

Schedule 13D regulatory

"The following constitutes Amendment No. 3 ("Amendment No.3") to the filed by the undersigned"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 5,969,762.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

indication of interest financial

"presented GEE Group's Board of Directors (the "Board") with an indication of interest ("IOI") for the potential acquisition"

An indication of interest is a non-binding signal from an investor that they would consider buying a security or allocation during an offering or financing. It helps issuers and underwriters gauge demand so they can set the offering’s size and price; for investors it reveals likely market appetite and potential price pressure — like people pre-ordering a product so the seller knows how many to make and at what price.

stock-for-stock transaction financial

"The IOI contemplates a stock-for-stock transaction whereby Star Equity would acquire 100% of the outstanding shares"

A stock-for-stock transaction is a deal where one company acquires or merges with another by exchanging its own shares instead of paying cash, so shareholders of the target receive shares in the buyer or the combined company based on a set ratio. For investors this matters because it changes who owns what percentage of the business, can dilute or concentrate existing holdings, and ties returns to the future performance of the combined company — like trading one set of trading cards for another in hopes the new set is more valuable.

10% Series A Cumulative Perpetual Preferred Stock financial

"using Star Equity's publicly listed 10% Series A Cumulative Perpetual Preferred Stock, valued based on its liquidation preference"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

GEE GROUP INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

36165A102

(CUSIP Number)

STAR EQUITY FUND, LP
53 Forest Ave Suite 101,
Old Greenwich, CT, 06870
2034899500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 36165A102

1

Name of reporting person

STAR EQUITY HOLDINGS, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,969,762.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,969,762.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,969,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 36165A102

1

Name of reporting person

STAR OPERATING COMPANIES, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,969,762.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,969,762.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,969,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 36165A102

1

Name of reporting person

STAR EQUITY FUND, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,969,762.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,969,762.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,969,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 36165A102

1

Name of reporting person

STAR EQUITY FUND GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,969,762.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,969,762.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,969,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 36165A102

1

Name of reporting person

STAR INVESTMENT MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CONNECTICUT

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,969,762.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,969,762.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,969,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 36165A102

1

Name of reporting person

STAR VALUE INVESTMENTS, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,969,762.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,969,762.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,969,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 36165A102

1

Name of reporting person

JEFFREY E. EBERWEIN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,969,762.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,969,762.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,969,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The following constitutes Amendment No. 3 ("Amendment No.3") to the Schedule 13D filed by the undersigned on January 22, 2026 (as previously amended, the "Schedule 13D"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value
(b)	Name of Issuer: GEE GROUP INC.
(c)	Address of Issuer's Principal Executive Offices: 7751 BELFORT PARKWAY, SUITE 150, JACKSONVILLE, FLORIDA , 32256.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On May 6, 2026, Star Equity Holdings, Inc. ("Star Equity"), a 5.4% beneficial stockholder of Gee Group, Inc. (the "Company"), issued a press release ("May 6th Press Release") announcing today that it has presented GEE Group's Board of Directors (the "Board") with an indication of interest ("IOI") for the potential acquisition of the Company. The IOI contemplates a stock-for-stock transaction whereby Star Equity would acquire 100% of the outstanding shares of the Company's common stock for $0.30 per share, using Star Equity's publicly listed 10% Series A Cumulative Perpetual Preferred Stock, valued based on its liquidation preference of $10.00 per share. Star Equity's CEO emphasized his belief that becoming part of a larger platform, would maximize value for the Company's shareholders by substantialy reducing corporate overhead. The foregoing description of the May 6th Press Release is qualified in its entirety by reference to the full text of the May 6th Press Release, which is attached hereto as Exhibit 99.1, and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit 99.1 - Press Release dated May 6, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STAR EQUITY HOLDINGS, INC.

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Chief Executive Officer
Date:	05/06/2026

STAR OPERATING COMPANIES, INC.

Signature:	/s/ Richard K. Coleman, Jr.
Name/Title:	Richard K. Coleman, Jr., Chief Executive Officer
Date:	05/06/2026

STAR EQUITY FUND, LP

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Manager of Star Equity Fund GP, LLC, the general partner of Star Equity Fund LP
Date:	05/06/2026

STAR EQUITY FUND GP, LLC

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Manager
Date:	05/06/2026

STAR INVESTMENT MANAGEMENT, LLC

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Manager
Date:	05/06/2026

STAR VALUE INVESTMENTS, LLC

Signature:	/s/ Richard K. Coleman, Jr.
Name/Title:	Richard K. Coleman, Jr., CEO of Star Operating Companies, Inc., the sole member of Star Value Investments, LLC
Date:	05/06/2026

JEFFREY E. EBERWEIN

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein
Date:	05/06/2026

FAQ

What did Star Equity propose for GEE Group (JOB) in this Schedule 13D/A?

Star Equity proposed a potential stock-for-stock acquisition of 100% of GEE Group’s common shares. The indication of interest values GEE Group at $0.30 per share, paid in Star Equity’s 10% Series A Cumulative Perpetual Preferred Stock, valued at its $10.00 liquidation preference.

How much of GEE Group (JOB) does Star Equity currently own?

Star Equity and its affiliated entities report beneficial ownership of 5,969,762 GEE Group shares. This stake represents 5.4% of the company’s common stock, giving Star Equity a meaningful minority position and allowing it to file and amend a Schedule 13D as an active shareholder.

What is the consideration Star Equity is using in its $0.30 offer for GEE Group (JOB)?

The proposed consideration is Star Equity’s 10% Series A Cumulative Perpetual Preferred Stock. GEE Group shareholders would receive shares valued using the preferred stock’s $10.00 per-share liquidation preference, effectively equating to $0.30 per GEE Group common share under the indicated terms.

Is Star Equity’s proposal to acquire GEE Group (JOB) binding at this stage?

The document describes Star Equity’s communication as an indication of interest, or IOI, for a potential acquisition. An indication of interest is typically non-binding and preliminary, and this excerpt does not disclose any signed definitive merger agreement between the parties.

Why did Star Equity say combining with GEE Group (JOB) could benefit shareholders?

Star Equity’s CEO stated his belief that making GEE Group part of a larger platform could substantially reduce corporate overhead. In his view, these cost savings would help maximize value for GEE Group shareholders, though the excerpt does not provide quantified synergies or detailed projections.

What additional document is referenced in the GEE Group (JOB) Schedule 13D/A amendment?

The amendment references a May 6, 2026 press release issued by Star Equity. That press release, attached as Exhibit 99.1, reportedly provides the full text of Star Equity’s indication of interest and related commentary and is incorporated into the Schedule 13D/A by reference.