Star Equity (JOB) discloses 5.4% stake and urges GEE Group sale review

Rhea-AI Filing Summary

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.

Insights

Activism & corporate governance analyst

Star Equity discloses a 5.4% stake in GEE Group and publicly pushes for a sale process.

Star Equity Fund and related entities report beneficial ownership of 5,969,762 GEE Group common shares, equal to 5.4% of the outstanding class. This level of ownership positions them as a significant shareholder with potential influence over strategic discussions and board responsiveness.

The amendment highlights a March 3, 2026 press release urging the board to retain an independent investment bank to conduct a competitive sale process, referencing multiple unsolicited offers the company has stated it received. Star Equity also prefers that the bank report to the board’s M&A Committee rather than management or other directors it views as potentially conflicted.

From a governance perspective, this reflects an activist-style campaign focused on exploring a sale of the company and reshaping decision-making channels. Subsequent company communications and future SEC filings may clarify how the board responds to these requests and whether a formal sale process is initiated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

GEE GROUP INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

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)

03/03/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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):

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):

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):

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):

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):

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):

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. 1 ("Amendment No.1") to the Schedule 13D filed by the undersigned on January 22, 2026 (as previously amended, the "Schedule 13D"). This Amendment No. 1 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 March 3, 2026, Star Equity Fund issued a press release ("March 3rd Press Release") calling on the Issuer's board of directors (the "Board") to immediately retain an independent qualified investment bank to conduct a thorough and competitive sales process that maximizes value for all shareholders, noting that such retention is an appropriate step in assuring the Board exercises its fiduciary duties to properly consider the multiple unsolicited offers the Issuer has stated it has received. Within the March 3rd Press Release, Star Equity Fund also called for the Board to have the hired independent investment bank report to the Board's M&A Committee, rather than Company management or other members of the Board whose interest may conflict with stockholders' interests. As more fully explained in the March 3rd Press Release, Star Equity Fund took note of the Issuer's failed review of strategic alternatives, steep revenue declines, and underperformance, and called for the Board to consider all credible proposals to run a "competitive" sale process, and sell the Issuer to the highest bidder. Star Equity Fund concluded the March 3rd Press Release, declaring that they remain ready to constructively engage with the Board to help maximize value for all stockholders. The foregoing description of the March 3rd Press Release is qualified in its entirety by reference to the full text of the March 3rd 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 March 3, 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:	03/03/2026

STAR OPERATING COMPANIES, INC.

Signature:	/s/ Richard K. Coleman, Jr.
Name/Title:	Richard K. Coleman, Jr., Chief Executive Officer
Date:	03/03/2026

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:	03/03/2026

STAR EQUITY FUND GP, LLC

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Manager
Date:	03/03/2026

STAR INVESTMENT MANAGEMENT, LLC

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Manager
Date:	03/03/2026

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:	03/03/2026

JEFFREY E. EBERWEIN

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein
Date:	03/03/2026

FAQ

What stake does Star Equity report in GEE Group (JOB) in this Schedule 13D/A?

Star Equity and its affiliates report beneficial ownership of 5,969,762 GEE Group common shares, representing 5.4% of the outstanding class. This positions them as a significant shareholder with potential influence over strategic and governance decisions at the company.

What is the main purpose of Star Equity’s Schedule 13D Amendment No. 1 for GEE Group (JOB)?

The amendment updates Star Equity’s filing to describe a March 3, 2026 press release urging GEE Group’s board to hire an independent investment bank and conduct a thorough, competitive sale process, in light of multiple unsolicited offers the company has said it received.

How many GEE Group (JOB) shares does each Star Equity reporting entity beneficially own?

Each listed Star Equity reporting entity discloses beneficial ownership of 5,969,762 GEE Group common shares, with sole voting and dispositive power over that amount. This uniform figure corresponds to 5.4% of the company’s common stock outstanding.

What actions is Star Equity asking the GEE Group (JOB) board to take?

Star Equity asks the board to immediately retain an independent qualified investment bank to run a thorough, competitive sale process, have that advisor report to the board’s M&A Committee, and consider all credible proposals, including selling the company to the highest bidder.

Why does Star Equity say a sale process for GEE Group (JOB) is warranted?

In its described press release, Star Equity cites GEE Group’s prior strategic review, steep revenue declines, and underperformance as reasons to reassess options. It references multiple unsolicited offers the company has said it received and argues a competitive sale process could help maximize value for all stockholders.

What additional document is attached to this GEE Group (JOB) Schedule 13D/A amendment?

The amendment adds Exhibit 99.1, a press release dated March 3, 2026, issued by Star Equity Fund. The filing summarizes this release and incorporates its full text by reference as part of the disclosure regarding Star Equity’s intentions and recommendations.