What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-12-17 compared with 2024-12-19 · 101 added, 84 removed, 127 unchanged (59% of the section changed)

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(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 and industrial services sectors to customers located in the United Sates.

We, through our operating subsidiaries, deliver our services from a network of three virtual locations and 23 branch office locations located in or near several major U.S.

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.

The Company has 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., BMCH, Inc., Paladin Consulting, Inc., Scribe Solutions, Inc., SNI Companies, Inc., Triad Logistics, 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, Omni One and Triad Staffing.

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.

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.

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.

As of March 31, 2025, our plan to sell the Industrial Segment met all the criteria for the first time to be reported as discontinued operations under accounting principles generally accepted in the United States of America (“U.S.

GAAP”), the final one being making the determination that the sale or other disposition would be completed within twelve months.

On June 2, 2025, we entered into an agreement for the sale of certain operating assets of its Industrial Segment, including those of BMCH, Inc., Triad Logistics, Inc., and its Triad Staffing brand.

We received total cash consideration of $250 thousand from the buyer at closing and an additional $788 thousand during the first 90 days following closing.

A pre-tax net gain of $133 thousand, including transaction costs of $97 thousand, is included in discontinued operations for fiscal 2025.

The remaining assets of the Industrial Segment not sold were distributed to the Company.

Services Provided

We provide our services to a broad range of customers from small and medium-sized businesses to the Fortune 1000.

Our services include the provision of highly specialized contract or permanently placed professionals in several verticals, including IT, engineering, accounting and finance, office support, and specialized contract healthcare professionals, including scribes who specialize in electronic medical record (“EMR”) services for emergency departments, specialty physician practices and clinics.

We also provide temporary staffing services in the light industrial (blue collar) areas.

Our contract and placement services are principally provided under two operating divisions or segments:

Professional Staffing Services and Industrial Staffing Services.

Our operating subsidiaries and end markets served under each of its operating divisions are as follows:

Professional Division

Our services include the provision of highly specialized contract or permanently placed professionals in several verticals, including information technology (“IT”), engineering, accounting and finance, office support, and specialized contract healthcare professionals, including scribes who specialize in electronic medical record (“EMR”) services for emergency departments, specialty physician practices and clinics.

Our contract and placement services are currently provided under our Professional Staffing Services operating division or segment.

Our former Industrial Staffing Services segment was deemed a discontinued operation in fiscal 2025 and is excluded from results of continuing operations reported in this filing, unless otherwise stated.

Our Professional Staffing Services segment operating subsidiaries and divisions, and their respective end markets served are as follows:

Access Data Consulting provides hard-to-find IT talent to customers on a direct hire or contract basis and human resources consulting services and solutions in the higher-end IT vertical including project management support to businesses regionally (Western and Southwestern U.S.) and, to a lesser extent, throughout the rest of the U.S.

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GEE Group (Columbus) primarily provides direct hire placement and contract staffing services in the accounting and engineering verticals, with an emphasis on placing personnel with specialized skills in the mechanical, manufacturing and equipment maintenance areas to clients throughout the Midwestern U.S.

Hornet Staffing provides professional contract staffing solutions with a specialty in working with MSP and VMS arrangements that streamline outsourced labor for large clients.

Omni One specializes in technical and professional direct-hire and contract staffing solutions in the manufacturing and engineering verticals for clients primarily located in the Midwestern U.S.

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SNI Companies’ brands include Accounting Now, Staffing Now®, SNI Banking, SNI Certes®, SNI Energy®, SNI Financial®, and SNI Technology®.

Industrial Division

Triad Staffing provides traditional, on-demand and on-site staffing services in metropolitan business markets throughout Ohio.

Triad Staffing's services are comprised of staffing and human resource solutions for clients and candidates within the Office Services, Commercial, Skilled Labor, Technical and Manufacturing Trades, and On-Site Management Services of the Light Industrial sector.

Triad Staffing has been successful in providing staffing solutions to its clients because of its tenured team of highly skilled and dedicated staff, human resource expertise, training, and operating philosophy of providing single-source staffing solutions with the Triad Staffing Advantage .

The percentage of revenues derived from each of the Company’s direct hire and contract services lines are as follows:

Professional direct hire placement services

Professional contract services

Industrial contract services

Direct hire placement services

Contract staffing services

Business Strategy

Our business strategy is multi-dimensional and encompasses both organic growth and growth through strategic acquisitions.

Since 2015, the Company has completed four acquisitions, the most recent of which was SNI, which to date has been its largest.

Since 2015, the Company has completed five acquisitions, the most recent of which was Hornet in fiscal 2025.

The main tenants of our strategy are to grow organically by:

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Growth Through Strategic Acquisitions:

Since 2015, a significant portion of our growth has been achieved through acquisitions of complementary businesses.

Since 2015, a significant portion of our growth has been achieved as a result of acquisitions of complementary businesses.

We intend to continue to expand our business through strategic acquisitions, subject to our business plans and management’s ability to identify, acquire and develop suitable acquisition or investment targets in both new and existing service categories.

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Our acquisition strategy includes, but is not limited to, targeting companies or transactions that we believe may have one or more of the following characteristics:

A focus on IT specialties and other verticals, including healthcare, cyber security, government and other targets in the professional services sectors;

A focus on IT specialties and other verticals, including Artificial Intelligence (“AI”), cyber security, government, healthcare, and other targets in the professional services sectors;

A well-managed business with experienced operators and with high gross profit and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, as well as consistent revenue growth;

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We market our staffing services using our corporate and trade names in our respective vertical markets.

As of September 30, 2024, we operated from locations in eleven (11) states, including twenty-three (23) branch offices in downtown or suburban areas of major U.S.

cities and three (3) additional U.S.

As of September 30, 2025, we operated from locations in ten (10) states, including nineteen (19) branch offices in downtown or suburban areas of major U.S.

cities and four (4) additional U.S.

locations utilizing local staff members working remotely.

We have offices or serve markets remotely, as follows;

(i) one office in each of Connecticut, Georgia, Illinois, and New Jersey, and one remote local market presence in Virginia;

(i) one office in each of Connecticut, Georgia, Illinois, and New Jersey, and one remote local market presence in each of Georgia and Virginia;

(ii) two offices each in Massachusetts and Colorado;

(iv) two offices and one additional local market presences in Texas;

(iv) three offices and one additional local market presence in Texas;

(v) six offices and one additional local market presence in Florida;

and (vi) seven offices in Ohio.

and (vi) two offices in Ohio.

We market our staffing services to prospective clients primarily through the use of the internet, specialty brands and corporate websites, digital direct mail campaigns, publishing annual electronic and widely distributed salary guides, advertising in tech, HR and accounting publications, attendance and booth displays at specialty trade shows, participation and membership in chambers of commerce and other business organizations, and support for our employees’ philanthropic activities.

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There was no customer that represented 10% or more of the Company’s consolidated revenue in fiscal 2025 or 2024.

There are two customers that, in aggregate, made up approximately 25% of the Company’s consolidated accounts receivable as of both September 30, 2024 and 2023.

These two customers are offered extended payment terms due to the frequency and volume of our services they utilize.

Each maintains excellent creditworthiness and the Company has not experienced any losses related to these two customers historically.

There was one customer that made up approximately 21% of the consolidated accounts receivable balance as of September 30, 2025, and two customers that, in aggregate, made up approximately 27% of the consolidated accounts receivable balance as of September 30, 2024.

These customers are offered extended payment terms due to the frequency and volume of our services they utilize.

Each has demonstrated consistent creditworthiness since doing business with us and the Company has not experienced any losses related to these two customers historically.

The staffing industry is highly fragmented with a multitude of competitors.

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however, as described below, we believe we are able to compete successfully in the verticals and end markets in which we operate.

Our professional and industrial staffing services compete effectively by providing highly qualified candidates who are well matched for the position, by developing and maintaining outstanding client relationships on a local level, by responding quickly to client requests, and by establishing offices and presences in convenient locations.

Our professional staffing services compete effectively by providing highly qualified candidates who are well matched for the position, by developing and maintaining outstanding client relationships on a local level, by responding quickly to client requests, and by establishing offices and presences in convenient locations.

As part of our services, we provide professional reference checking, scrutiny of candidates’ work experiences and optional custom background checks.

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Hands-on training with specialized modules for newly hired recruiters and account management personnel.

Our business is mainly that of a temporary staffing company within the broader staffing industry, however, we also offer and provide permanent placement services.

We employ the substantial portion of our staff members we place on temporary assignments with our clients.

In addition to assisting our clients in managing peaks and valleys in their staffing needs, the temporary workers we place come in the form of a broader human resources management solution.

That is, our clients do not bear the usual employment risks and compliance costs and burdens associated with our temporary workers;

instead, we retain these costs and risks as the employer of record.

We believe this is a significant value add for many of our temporary staffing clients.

The success of our services is highly dependent on our ability to recruit and retain qualified candidates.

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These agencies may specialize in placing senior managers, mid-level managers, technical workers, or clerical and other support workers.

Our business is mainly that of a temporary staffing company within the broader staffing industry, however, we also offer and provide permanent placement services in our Professional Staffing Services segment.

We employ the substantial portion of our staff members we place on temporary assignments with our clients.

In addition to assisting our clients in managing peaks and valleys in their staffing needs, the temporary workers we place come in the form of a broader human resources management solution.

That is, our clients do not bear the usual employment risks and compliance costs and burdens associated with our temporary workers;

instead, we retain these costs and risks as the employer of record.

We believe this is a significant value add for many of our temporary staffing clients.

Staffing companies identify potential candidates through online advertising and referrals, and interview, test and counsel workers before sending them to the customer for approval.

Staffing companies identify potential candidates through online advertising and referrals, and interview, test and/or counsel workers before sending them to the customer for approval.

Pre-employment screening can include skills assessment and reference checking, as well as drug tests and criminal background checks.

The personnel staffing industry has been radically changed by the internet.

Many employers list available positions with one or several internet personnel sites, such as those offered by firms like Monster or CareerBuilder, and on their own websites.

Many employers list available positions with one or several internet personnel sites, such as those offered by firms like Indeed or LinkedIn, and on their own websites.

Personnel agencies operate their own sites and often still work as intermediaries by helping employers accurately describe job openings and by screening candidates who submit applications.

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The revenue of staffing companies depends on the number of jobs they fill, which in turn can depend upon the economic environment.

During economic slowdowns, many client companies may also slow down or stop hiring altogether.

During the recent COVID-19 pandemic, many client companies closed their businesses and/or stopped hiring or contracting employees.

During economic slowdowns, many client companies may typically also be expected to slow down or stop hiring altogether.

Internet employment sites expand a Company’s ability to find and source potential workers without the help of traditional agencies.

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Free social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing agency.

To avoid large placement agency fees, big companies may use in-house personnel recruiting staff, current employee referrals, or human resources consulting companies to find and hire new personnel.

Because placement agencies typically charge a fee based on a percentage of the first year’s salary of a new worker, companies with many jobs to fill may have a financial incentive to avoid use of agencies where it is less costly to invest in in-house resources.

Many staffing companies are small and may depend heavily on a big customer for a large portion of revenue.

Large customer concentration may lead to increased revenue, but also expose agencies to concentration risks.

When major accounts experience financial hardships, and have less need for temporary employment services, agencies stand to lose large portions of revenue.

The loss of a staff member who handles a large volume of business may result in a large loss of revenue for a staffing company.

Individual staff members, rather than the staffing company itself, often develop strong relationships with customers.

Non-compete agreements are commonly used by staffing companies, however, staff members who move to another staffing company are often able to work around terms and conditions of their non-compete agreements and move customers with them.

Some of the best opportunities for temporary employment are in industries traditionally active in seasonal cycles, such as manufacturing, construction, wholesale and retail.

However, seasonal demand for workers also creates cash flow fluctuations throughout the year.

Staffing companies are subject to regulations promulgated by the U.S.

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Trends in the Staffing Business

Start-up costs for a staffing company can be relatively low.

Individual offices can be profitable, and consolidation is driven by opportunities for large or growing agencies to develop national relationships with big customers or build resources and scale for future growth.

Some agencies expand by starting new offices in promising markets, others prefer to buy existing independent offices with proven staff and an existing customer roster, while still others focus on both.

At some companies, temporary workers have become such a large part of the workforce that staffing company employees sometimes work at the customer’s site to recruit, train, and manage temporary employees.

Staffing companies try to match the best qualified employees for the customer’s needs, but often provide additional training specific to that company, such as instruction in the use of proprietary software.

Some personnel consulting firms and human resource departments use psychological tests to evaluate potential job candidates.

In addition to more comprehensive background checks, headhunters often check the credit history of prospective employees.

We believe the trends of outsourcing entire departments and dependence on temporary and leased workers will continue to expand creating opportunities for staffing companies.

Taking advantage of their in-house expertise in assessing worker capabilities, some staffing companies manage their clients’ entire human resource functions.

Human resources outsourcing (“HRO”) may include management of personnel and payroll administration, tax filings, and benefit administration services.

HRO may also include recruitment process outsourcing (“RPO”), whereby an agency manages all recruitment activities for a client.

New online technology is improving staffing efficiency.

For example, some online applications coordinate workflow for staffing agencies, their clients and temporary workers, and allow agencies and customers to share work order requests, submit and track candidates, approve timesheets and expenses, and run reports.

Interaction between candidates and potential employers is increasingly being handled online.

Initially viewed as rivals, some Internet job-search companies and traditional employment agencies are now collaborating.

While some Internet sites do not allow agencies to use their services to post jobs or look through resumes, others find that agencies are their biggest customers, earning the sites a large percentage of their revenue.

Some staffing companies contract to help client employers find workers online.

The COVID-19 pandemic has caused staffing companies to significantly rethink and alter their operations and, in some cases, even their fundamental business models.

Staffing companies played a prominent, if not leading, role in recent new workplace trends, including flexible scheduling and remote work arrangements, as two significant examples.

A natural result of the shutdowns, quarantines, social distancing and other COVID-19 guidelines is reinforcement of these types of newer workplace trends in many cases.

Therefore, we expect that even as the threat of COVID-19 has substantially lessened, these workplace trends are likely to continue on and occupy a permanent place going forward.

Staffing Industry Cyclicality

staffing industry has experienced three distinct material cyclical downturns in this century.

The first was in approximately 2000-2001, associated with the burst of the Dot-com bubble following unprecedented growth and expansion of technology and the internet in the 1990s.

The second was in 2008-2009, corresponding with the “Great Recession” as it became known in the U.S.

and abroad at the time.

The most recent downturn began in 2023 following a robust post-COVID-19 pandemic recovery in 2021 and 2022.

Unfortunately, that recovery (often referred to as the “post-COVID bounce”) was short-lived and was immediately followed by another staffing industry downturn that emerged amidst record high inflation and interest rates.

This latest economic downturn is widely attributed to record amounts of stimulus money being pumped into the economy and increased government spending during and after the pandemic.

The staffing industry’s most recent cyclical downturn that began in 2023, also is being fueled by lingering volatility in employment that began during the pandemic, including mainly the significant rise in remote working arrangements, and a continuing reconciliation between the needs of workers and their employers since.

Market Size & Growth Outlook

Staffing Industry Analysts (“SIA”), a leading industry trade organization, recently published in its September 2025 U.S.

Staffing Industry Forecast update, that the U.S.

Staffing Industry is expected to decline overall by 10% in 2024.

Staffing Industry as a whole is expected to decline by 3% in 2025.

This follows a 12% decline already experienced in 2024.

The SIA report cites that the decline has been driven by widespread client caution and project delays, a depressed manufacturing sector, falling bill rates in sectors such as healthcare, and employer and worker heightened preferences for permanent positions over temporary positions.

The SIA report also forecasts that the staffing industry will grow 5% in 2025 to reach a market size of $198.3 billion.

In terms of segments, SIA forecasts 6% growth in healthcare, 5% growth in IT, and 3% expansion in industrial staffing.

The SIA report cites that the forecasted 2025 decline is expected due to widespread client caution, a slow labor market, reduced employee churn and flat bill rates.

staffing industry is expected to grow in the future, but not uniformly.

The SIA report forecasts that the staffing industry will grow 2% in 2026 to reach a market size of $183.3 billion.

In terms of segments, SIA forecasts 1% growth in IT, 3% growth in engineering, 5% growth in finance and accounting, and 2% growth in healthcare.

To maximize growth going forward, we intend to identify and focus our resources and efforts on high-growth verticals and sub-markets.

Technology, AI

Technology continues to be a dominant driver in staffing and HR solutions, led most recently and broadly by AI.

Fiscal 2025 saw significant increases in the use of AI by staffing firms to perform fundamental tasks such as screening resumes, ranking candidates, scheduling interviews, and suggesting matches.

Automation of routine HR tasks including payroll, benefits administration, compliance tracking also are increasing in use across staffing firms.

Predictive analytics for workforce-planning:

using data to forecast hiring needs, attrition, and talent gaps is another example of technological advancement in staffing.

HR software is evolving to support remote work, virtual onboarding, and other continuous performance/collaboration tools.

The implications of accelerating advancements in technology occurring now, and particularly the AI explosion, already are believed to be disrupting traditional staffing platforms, protocols and even underlying business models.

Clients expect faster time-to-hire, better quality matches, and seamless experiences.

But there’s also a risk:

over-reliance on automation can reduce personalization and candidate experience.

We are actively seeking to partner with and/or invest in tech partners and vendors, with a particular focus on AI and cybersecurity, in order to assist us in innovating and developing next level tools that allow us to provide outstanding services to our clients.

Skills-Based Hiring and Non-Traditional Talent Pools

Key elements of the traditional staffing model such as “degree first” hiring are being challenged.

Increasingly, employers are shifting to questions such as “what can you do” rather than “what degree do you have.” That opens opportunities for people from varied backgrounds, often with micro-credentials, certificates, bootcamps, or self-studied skills.

Staffing & HR solutions firms are adjusting job descriptions, assessment tools, and sourcing strategies, accordingly, and will need to build new assessment capabilities, such as skills testing and project-based evaluations, and rethink candidate sourcing beyond traditional credential-based pipelines.

Flexible Workforce Models – Contingent, Gig, Hybrid

Workforce models are demanding that staffing and HR solutions firms become more agile.

Growth in traditional temporary, contingent, project-based staffing has been tepid overall (low single digit) and negative in the case of some verticals, including information technology, which traditionally has been one of the leading growth verticals in staffing.

The hybrid and remote work models have become relatively standardized in many industries, creating challenges for staffing and HR solution firms and their clients.

A staffing firm’s ability to offer scalable workforce solutions that allow clients to expand and contract usage depending on demand will continue to be an important value add.

Staffing firms, therefore, must build flexibility into their delivery models, maintain on-demand talent pools, and adapt to remote/virtual work settings (including cross-geography compliance).

For HR solutions vendors, tools must support remote onboarding, dispersed teams, collaboration and engagement.

Employee Experience, Candidate Experience and Branding

Talent attraction and retention are increasingly shaped by experience as opposed to credentials-based.

Candidate experience is a key differentiator, including transparency, communication, speed of responses to candidates.

The whole of employee experience, including engagement, wellness, development opportunities and responsiveness are central and not just recruitment.

Employer branding and talent-market reputation matter more than ever.

In order to succeed today, staffing firms and HR service providers must focus not only on filling roles but on delivering quality experience to candidates and clients.

HR platforms will need to include or accommodate employee engagement analytics modules.

Regulatory Compliance

With changing work models, talent requirements, and hybrid and remote work environments now on the rise, the regulatory landscape is becoming more complex.

Data-privacy, employment laws across jurisdictions, AI ethics, and remote employment security and compliance requirements are all challenges.

Staffing firms must be ever-vigilant about the needs for placing more emphasis on managing compliance risk for clients (e.g., contingent workforce laws, employer-of-record services, I-9 compliance, and others).

HR solutions providers must ensure their systems support compliance (audit trails, data security, policy enforcement and others).

Staffing firms also may find they are uniquely positioned to offer advisory services around compliance and risk mitigation.

As of September 30, 2025, the Company had approximately 173 regular employees and the number of contract service employees varied week to week during fiscal 2025, from a minimum of approximately 815 to a maximum of 1,275.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business