GEE GROUP INC. ANNOUNCES COOPERATION AGREEMENT WITH STAR EQUITY FUND (Form 8-K)

GEE GROUP INC. ANNOUNCES COOPERATION AGREEMENT WITH STAR EQUITY FUND

Reiterates Commitment to Strengthen Corporate Governance

Agrees to Board Declassification

Jacksonville, Florida / ACCESS Newswire / August 21, 2026 / GEE Group Inc. (NYSE American: JOB) together with its subsidiaries (collectively referred to as the "Company", "GEE Group", "our", or "we"), a provider of professional staffing services and human resource solutions, today announced that the Company has entered into a cooperation agreement (the "Agreement") with Star Equity Fund, LP (collectively with its affiliates, "Star Equity Fund").

Under the terms of the Agreement, the Company and its Board of Directors (the "Board") will declassify the Board, which will lead to a majority of the Board being declassified at the Company's 2027 Annual Meeting of Shareholders, and the Board being fully declassified at the Company's 2028 Annual Meeting of Shareholders. This initiative is reflective of the Company's long-standing commitment to strengthen corporate governance and constructive engagement with shareholders.

In addition, Star Equity Fund has withdrawn its director nominee for election and its business proposal to remove two of GEE Group's directors at the Company's 2026 Annual Meeting of Shareholders and agreed to certain customary standstill provisions and voting commitments.

"We appreciate the constructive dialogue with Mr. Eberwein and Star Equity Fund and are pleased to have reached this agreement," said Derek E. Dewan, Chairman of the Board and Chief Executive Officer of GEE Group. "The actions announced today emphasize the Company's commitment to regular and productive shareholder engagement. We look forward to continuing to execute our strategic priorities, strengthening our business and delivering long-term value for all shareholders."

Jeff Eberwein, manager of Star Equity Fund, added that "Following the most recent constructive discussions with the Company, we are pleased to have worked collaboratively with their Board of Directors. We look forward to supporting the Company as it continues to execute its strategic plan to unlock shareholder value."

The complete Cooperation Agreement will be filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit to a Current Report on Form 8-K.

About GEE Group

GEE Group Inc. is a provider of specialized staffing solutions and is the successor to employment offices doing business since 1893. The Company provides professional staffing services and solutions in information technology, engineering, finance and accounting specialties through the names of Access Data Consulting, Agile Resources, Omni-One, GEE Group Columbus, Hornet Staffing and Paladin Consulting. Also, in the healthcare sector, GEE Group, through its Scribe Solutions brand, staffs medical scribes who assist physicians in emergency departments of hospitals and in medical practices by providing required documentation for patient care in connection with electronic medical records (EMR). The Company provides contract and direct hire professional staffing services through the following SNI brands: Accounting Now®, SNI Technology®, Legal Now®, SNI Financial®, Staffing Now®, SNI Energy®, and SNI Certes.

About Star Equity Fund

Star Equity Fund, LP is an investment fund wholly owned by Star Equity Holdings, Inc. Star Equity Fund seeks to unlock shareholder value and improve corporate governance at its portfolio companies. Star Equity Holdings, Inc. is a diversified holding company that seeks to build long-term shareholder value by acquiring, managing, and growing businesses with strong fundamentals and market opportunities. Its current structure comprises four segments: Building Solutions, Business Services, Energy Services, and Investments. For more information visit www.starequity.com.