GEE Group Inc.

0000040570 false 0000040570 2026-05-14 2026-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 GEE GROUP INC. (Exact name of registrant as specified in its charter) Illinois 1-05707 36-6097429 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 7751 Belfort Parkway , Suite 150 , Jacksonville , Florida 32256 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 630 ) 954-0400 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value JOB NYSE American Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Conditions. On May 14, 2026, GEE Group Inc. (the “Company”) (NYSE American: JOB) issued a press release announcing the Company’s consolidated results for the fiscal 2026 second quarter and year-to-date periods ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished herein, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference. Item 8.01 Other Events. On May 14, 2026, the Company issued a press release announcing that it has filed a Universal Shelf Registration Statement on Form S-3 with the Securities and Exchange Commission (“SEC”), pursuant to which, upon being declared effective by the SEC, the Company may issue and sell, on a delayed or continuous basis, from time to time in one or more offerings of up to $100,000,000 of the Company’s (i) shares of common stock, no par value (the “Common Stock”), (ii) shares of preferred stock, no par value (the “Preferred Stock”), (iii) various series of debt securities (“Debt Securities”), (iv) warrants to purchase Common Stock, Preferred Stock and/or Debt Securities (the “Warrants”), (v) right to purchase Common Stock or other securities, and (vi) units consisting of one or more combination of the foregoing. A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. Exhibits Exhibit No. Description 99.1 Press Release, dated May 14, 2026. 99.2 Press Release, dated May 14, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEE GROUP INC. Date: May 15, 2026 By: /s/ Kim Thorpe Kim Thorpe Chief Financial Officer 3