GEE Group Responds To Star Equity's Merger Overture; Says It Made Reference To A Possible Business Combination But Was Devoid Of Specifics Or Details Regarding Valuation Information Or Indications, Specifics On The Consideration, Structure, Etc.

GEE Group Inc. (NYSE: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 its response to the public commentary made through a press release issued today from Star Equity Holdings (NASDAQ:STRR) or "Star" referencing GEE Group and a letter (Indication of Interest or "IOI") dated January 6, 2026.

The Company received an Indication of Interest ("IOI") sent from Star via email on January 6, 2026. It was immediately circulated to the GEE Group Board of Directors and reviewed by them with outside counsel. It made reference to a possible business combination but was devoid of specifics or details regarding valuation information or indications, specifics on the consideration, structure, etc. Our initial diligence regarding Star reveals that it is a thinly traded (average volume, 7.86 thousand per day), micro-cap (market capitalization of approximately $36.7 million) hybrid staffing and multi-branded services company. Star has publicly disclosed recent GAAP net losses attributable to its common shareholders of $(1.831) million and $(4.275) million for the three-month and nine-month periods ended September 30, 2025, respectively, and has an accumulated deficit of $(434.2) million as of that date according to its public filings. The press release issued by Star expresses its opinions on various matters regarding GEE Group, much of which we do not agree with and we must point out that Star is not privy to material non-public information regarding GEE Group Inc. There is no nondisclosure agreement ("NDA") in place between GEE Group and Star. Furthermore, although Star represents in its press release that it is a 5.4% stockholder of GEE Group, the Company has no basis on which to confirm the veracity of this claim as no Schedule 13D filing appears to have been made by Star to date disclosing its beneficial ownership of GEE Group stock.

The Company intends to privately and formally respond to Star in due course; as appropriate. In accordance with its fiduciary duties, the Board of Directors of GEE Group will consider any bona fide offer regarding a business combination, acquisition, or other transaction that it believes will enhance shareholder value.