Star Equity holds 5.4% of GEE Group shares

Star Equity filed Amendment No. 2 to its Schedule 13D on GEE Group Inc., reporting beneficial ownership of 5,969,762 shares of common stock, or 5.4% of the class, with sole voting and dispositive power.

Rhea-AI Filing Summary

Star Equity filed Amendment No. 2 to its Schedule 13D on GEE Group Inc., reporting beneficial ownership of 5,969,762 shares of common stock, or 5.4% of the class, with sole voting and dispositive power.

The amendment adds that on April 29, 2026, Star Equity Fund issued a press release urging GEE Group’s management and board to renegotiate employment agreements for CEO Derek Dewan, CFO Kim Thorpe, and COO Alex Stuckey. The fund stated that current severance and change in control provisions are, in its view, excessive and impede a clean, competitive, value‑maximizing sale process, and said it remains ready to engage constructively with the board.

Insights

Activist investing analyst

Star Equity discloses a 5.4% JOB stake and escalates governance pressure.

Star Equity and related entities report beneficial ownership of 5,969,762 GEE Group shares, or 5.4% of the common stock, with sole voting and dispositive power. This confirms a meaningful but not controlling stake.

The amendment highlights an April 29 press release where Star Equity Fund urges revisions to senior executives’ employment agreements, focusing on severance and change in control terms. The fund states these provisions, in its view, hinder a robust sale process and value maximization.

This filing mainly signals ongoing activist engagement rather than a new transaction. Any impact will depend on how GEE Group’s board responds in future disclosures and whether other shareholders support Star Equity’s governance priorities.

Key Figures

Beneficial ownership: 5,969,762 shares Ownership percentage: 5.4% of class Sole voting power: 5,969,762 shares +2 more

5 metrics

Beneficial ownership 5,969,762 shares Common stock of GEE Group reported by each Star Equity reporting person

Ownership percentage 5.4% of class Percent of GEE Group common stock represented by 5,969,762 shares

Sole voting power 5,969,762 shares Shares over which each reporting person has sole voting authority

Sole dispositive power 5,969,762 shares Shares over which each reporting person has sole dispositive authority

Date of event April 29, 2026 Date of event requiring the amended Schedule 13D filing

Key Terms

beneficially owned, sole voting power, sole dispositive power, Schedule 13D, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 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.

sole voting power financial

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

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 5,969,762.00 10 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"constitutes Amendment No. 2 ("Amendment No.2") to the filed by the undersigned on January 22, 2026"

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.

change in control financial

"exceptionally anti-shareholder change in control ("CIC") provisions"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

severance financial

"removing the value-destroying, excessive severance and the exceptionally anti-shareholder change in control ("CIC") provisions"

Severance is the payment and benefits an employer provides to an employee when their job ends, acting like a short-term financial safety net or final paycheck plus extras such as healthcare continuation or stock vesting. Investors care because severance obligations are real costs and potential liabilities that can reduce cash, affect reported profits, and signal how a company handles leadership changes or downsizing, which can influence future performance and shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Star Equity report in GEE Group (JOB)?

Star Equity and affiliated entities report beneficial ownership of 5,969,762 GEE Group common shares, representing 5.4% of the outstanding class. They hold sole voting and dispositive power over these shares, confirming a significant, though not controlling, shareholder position.

Which entities are listed as reporting persons in this GEE Group (JOB) filing?

Reporting persons include Star Equity Holdings, Star Operating Companies, Star Equity Fund, Star Equity Fund GP, Star Investment Management, Star Value Investments, and individual investor Jeffrey E. Eberwein. Each is shown as beneficially owning 5,969,762 shares, or 5.4% of GEE Group’s common stock.

What governance changes is Star Equity seeking at GEE Group (JOB)?

Star Equity Fund urges GEE Group’s board to renegotiate employment agreements for CEO Derek Dewan, CFO Kim Thorpe, and COO Alex Stuckey. It focuses on revising severance and change in control provisions that the fund describes as excessive and as hindering a competitive, value‑maximizing sale process.

Why did Star Equity amend its Schedule 13D on GEE Group (JOB)?

Amendment No. 2 adds disclosure about an April 29, 2026 press release from Star Equity Fund. That release calls on GEE Group’s management and board to adjust executive employment contracts and remove perceived impediments to running a robust sale process, while expressing willingness to engage constructively.

What is Star Equity’s view of GEE Group (JOB) change in control provisions?

Star Equity Fund states in its description of the April 29, 2026 press release that it believes GEE Group’s current change in control provisions are excessive and impede the board’s ability to run a clean, competitive, value‑maximizing sale process. This reflects the fund’s opinion on the existing contract terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/29/2026 - 06:56 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

04/29/2026

(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. 2 ("Amendment No.2") to the Schedule 13D filed by the undersigned on January 22, 2026 (as previously amended, the "Schedule 13D"). This Amendment No. 2 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 April 29, 2026, Star Equity Fund issued a press release ("April 29th Press Release") calling on GEE Group's Management (the "Management") and the Issuer's board of directors (the "Board") to negotiate revised employment agreements for CEO Derek Dewan, CFO Kim Thorpe, and COO Alex Stuckey removing the value-destroying, excessive severance and the exceptionally anti-shareholder change in control ("CIC") provisions. Star Equity Fund additionally articulated its belief that the the CIC provisions are not only escessive but actively impede the Board's ability to run a clean, competative, and value maximizing sales process. Star Equity Fund also called for the Board to work to remove all impediments to running a robust sale process. Star Equity Fund concluded the April 29th 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 April 29th Press Release is qualified in its entirety by reference to the full text of the April 29th 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 April 29, 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:	04/29/2026

STAR OPERATING COMPANIES, INC.

Signature:	/s/ Richard K. Coleman, Jr.
Name/Title:	Richard K. Coleman, Jr., Chief Executive Officer
Date:	04/29/2026

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:	04/29/2026

STAR EQUITY FUND GP, LLC

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Manager
Date:	04/29/2026

STAR INVESTMENT MANAGEMENT, LLC

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein, Manager
Date:	04/29/2026

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:	04/29/2026

JEFFREY E. EBERWEIN

Signature:	/s/ Jeffrey E. Eberwein
Name/Title:	Jeffrey E. Eberwein
Date:	04/29/2026