Business Description

GEE Group Inc. (the “Company,” “us,” “our” or “we”) was incorporated in the State of Illinois in 1962 and is the successor to employment offices doing business since 1893. We are a provider of human resources solutions which primarily include the provision of temporary and permanent personnel in the professional services sector to customers located in the United Sates. We, through our operating subsidiaries, deliver our services from a network of four virtual locations and 19 branch office locations located in or near several major U.S. cities, including, but not limited to: Atlanta, Dallas, Denver, and Miami. We have several subsidiary corporations, all of which are wholly owned and consolidated under GEE Group Inc. Our material operating subsidiaries include Access Data Consulting Corporation, Agile Resources, Inc., Hornet Staffing, Inc., Paladin Consulting, Inc., Scribe Solutions, Inc., SNI Companies, Inc., and Triad Personnel Services, Inc. In addition, we and our operating subsidiaries own and operate under other trade names, including Accounting Now, Ashley Ellis, Staffing Now®, SNI Banking, SNI Certes®, SNI Energy®, SNI Financial®, SNI Technology®, GEE Group (Columbus), General Employment and Omni One. Business Acquisition We acquired Hornet Staffing, Inc., a Georgia corporation, (“Hornet”) on January 3, 2025, broadening our footprint in the professional contract staffing market with a specialty in working with managed service providers (“MSP”) and vendor management systems (“VMS”) that streamline outsourced labor for large clients. We entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Hornet and its shareholders and purchased 100 thousand shares of its capital stock which represents 100% of the ownership interest in Hornet. Hornet is an Atlanta-based provider of staff augmentation services with national service capability. Hornet provides staffing solutions to many markets serving large scale, "blue chip" companies in the information technology ("IT"), professional and customer service staffing verticals. The total consideration paid for the purchased shares was $1.5 million, consisting of (i) a $1.1 million cash payment, and (ii) the issuance to its former shareholders of subordinated and unsecured promissory notes (the "Promissory Notes") totaling an aggregate initial principal amount of $400 thousand. Interest on the outstanding principal balances of the Promissory Notes is payable at a fixed rate of 5% per annum. Payments on the Promissory Notes shall be made annually with the first payment due on the first anniversary of the issuance dates and the second and final payment due on the second anniversary of the issuance date. We also paid legal and professional fees of $111 thousand related to the purchase during fiscal 2025, which are included in selling, general and administrative expenses in the consolidated statements of operations. The Purchase Agreement also provides that for the initial two-year period after closing, Hornet is required to achieve an agreed upon minimum average gross profit measure equal to $720 thousand for each of the two subsequent twelve-month periods (each twelve-month period being separately measured). If the average gross profit measure during either of the subsequent two years is less than the minimum required average gross profit, then we will reduce the remaining balance under the Promissory Notes proportionally by an amount equal to the amount of the shortfall; provided we may not deduct more than the amount due under the then current payment for the Promissory Notes and may not seek to claw back any previous payments made under the Notes. The Purchase Agreement contains certain representations and warranties customary and standard for this type of transaction. 3 Table of Contents Discontinued Operations Our former wholly owned subsidiaries, BMCH, Inc. and Triad Logistics, Inc., provided industrial contract staffing services until their operations were discontinued and assets were sold on June 2, 2025. On April 18, 2024, our Mergers and Acquisitions (“M&A”) committee of the Board of Directors completed its review of strategic alternatives recommended by an outside investment banking firm. This included recommendation of divesture of our Industrial Segment which was subsequently approved by our full Board of Directors on May 13, 2024. Management thereafter began the process of identifying and contacting potential buyers.…