Star Equity Issues Statement on GEE Group’s Lack of Engagement CEO and Board Ignore Star Equity’s Proposal to Engage in Merger Discussions Old Greenwich, CT – January 22, 2026 – Star Equity Holdings, Inc. (Nasdaq: STRR) (“Star Equity”, “we”, “our”), a 5.4% stockholder of GEE Group, Inc. (NYSE American: JOB) (“GEE Group” or “JOB”) via its Investments Division, makes public today a leƩer sent to GEE Group suggesƟng the two companies begin discussions on a potenƟal merger (the “Proposal”), subject to execuƟng an NDA and further due diligence. Thus far, the Proposal has received no response from GEE Group despite our repeated outreach through mulƟple delivery methods. We have yet to obtain even an acknowledgement of receipt from anyone at GEE Group regarding our Proposal. Specifically, we have sent the Proposal as follows: - January 6, 2026: via email to GEE Group’s CEO, Mr. Derek Dewan. - January 12, 2026: via overnight delivery to GEE Group’s CEO, Mr. Derek Dewan with a signed delivery receipt received on January 13, 2026. - January 15, 2026: via email to two JOB board members, David Sandberg and Randy Waterfield. THE RATIONALE OF OUR PROPOSAL 1. JOB Should Become a Part of a Larger EnƟty Instead of ConƟnuing Its “Go It Alone” Strategy We believe strongly that becoming part of a larger enƟty is the best way to increase value for GEE Group’s long-suffering stockholders. Remaining a very small public company would be a poor outcome for JOB stockholders due to GEE Group’s high SG&A expenses, including public company costs, as a percentage of revenue. A combinaƟon with Star Equity would immediately eliminate the need for duplicaƟve public company costs and create potenƟal for future cost-saving synergies and other performance enhancing benefits. Furthermore, in light of the poor performance of previous acquisiƟons by GEE Group, we believe JOB should refrain from pursuing any addiƟonal acquisiƟons. In short, GEE Group wants to be a buyer, but it should be a seller. 2. JOB’s Stock Price Level Signals Market Concern over Financial Performance, Capital AllocaƟon, and Cash Management JOB’s revenue in FY 2025 was $96.5 million, represenƟng a 41.6% decline from the peak level reached in FY 2022 and a 9.8% decline compared to FY 2024. In addiƟon, JOB reported net losses totaling $58.8 million over the last two years combined, including $36.2 million from goodwill impairment charges, a sign of overpaying for previous acquisiƟons. Given the significant and conƟnuing decline in revenue and massive deterioraƟon in profitability, there is a tangible risk going forward that JOB will further erode its cash balance through the conƟnuaƟon of corporate overhead expenses, public company costs, and compensaƟon for its management and board, not to menƟon the significant risk of JOB doing diluƟve and misguided acquisiƟons.
JOB’s prolonged stock price underperformance displays a clear signal that the market has lost confidence in GEE Group’s financial and operaƟng performance and its approach to capital allocaƟon and cash management. Since April 2025, JOB’s common shares have traded close to its cash per share, and the stock price has declined almost 92% from the level reached 5 years ago. Despite JOB’s massive decline in stock price, on its Q4 2025 earnings call on December 18, 2025, Mr. Dewan stated that GEE Group will not pursue share repurchases, ciƟng, instead, a preference for acquisiƟons. At the same Ɵme, Mr. Dewan acknowledged that private staffing company acquisiƟons typically transact at mulƟples of 6x-10x EBITDA – a valuaƟon range that would be meaningfully destrucƟve to JOB stockholder value. We believe JOB’s low stock price reflects the market’s senƟment on GEE Group’s strategy of pursuing acquisiƟons at high mulƟples and demonstrates that stockholders are quesƟoning whether capital is being stewarded with appropriate discipline and whether the board and management are truly commiƩed to enhancing shareholder value. 3. Star Equity’s Proposal Would Significantly Benefit JOB Stockholders We believe Star Equity would be an excellent merger partner for GEE Group because the combinaƟon of the two companies would create significant value for both JOB and STRR stockholders through: reducƟon of duplicaƟve public company and corporate overhead costs, sharpened operaƟonal focus and efficiency for the operaƟng management team, Star Equity management’s significant experience in overseeing and invesƟng in professional services businesses, and ample opportuniƟes for collaboraƟon with Star Equity’s experienced business leaders. We strongly urge GEE Group’s board to consider our Proposal and instruct GEE Group’s management to engage in construcƟve discussions with Star Equity. About Star Equity Holdings, Inc. Star Equity Holdings, Inc. (Nasdaq: STRR) is a diversified holding company with four divisions: Building SoluƟons, Business Services, Energy Services, and Investments. About Star Equity Fund, LP Star Equity Fund, LP is an investment fund managed by the Investments Division of Star Equity Holdings, Inc. Star Equity Fund seeks to unlock stockholder value and improve corporate governance at its porƞolio companies. For more informaƟon contact: Star Equity Holdings, Inc. The Equity Group Jeffrey E. Eberwein Lena CaƟ Chief ExecuƟve Officer Senior Vice President 203-489-9501 212-836-9611 jeff.eberwein@starequity.com lcaƟ@equityny.com