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(Date of Event Which Requires Filing of this Statement)


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SCHEDULE 13D/A 0001915673 XXXXXXXX LIVE 1 Common Stock, no par value 03/03/2026 false 0000040570 36165A102 GEE GROUP INC. 7751 BELFORT PARKWAY SUITE 150 JACKSONVILLE FL 32256 STAR EQUITY FUND, LP 2034899500 53 Forest Ave Suite 101 Old Greenwich CT 06870 0001210708 N STAR EQUITY HOLDINGS, INC. a AF OO N DE 5969762.00 0.00 5969762.00 0.00 5969762.00 N 5.4 CO 0000707388 N STAR OPERATING COMPANIES, INC. a AF OO N DE 5969762.00 0.00 5969762.00 0.00 5969762.00 N 5.4 CO 0001915673 N STAR EQUITY FUND, LP a WC N DE 5969762.00 0.00 5969762.00 0.00 5969762.00 N 5.4 PN 0001956411 N STAR EQUITY FUND GP, LLC a AF N DE 5969762.00 0.00 5969762.00 0.00 5969762.00 N 5.4 OO 0001956409 N STAR INVESTMENT MANAGEMENT, LLC a AF N CT 5969762.00 0.00 5969762.00 0.00 5969762.00 N 5.4 OO Y STAR VALUE INVESTMENTS, LLC a AF N DE 5969762.00 0.00 5969762.00 0.00 5969762.00 N 5.4 OO 0001548312 N JEFFREY E. EBERWEIN a AF PF N X1 5969762.00 0.00 5969762.00 0.00 5969762.00 N 5.4 IN The following constitutes Amendment No. 1 ("Amendment No.1") to the Schedule 13D filed by the undersigned on January 22, 2026 (as previously amended, the "Schedule 13D"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Common Stock, no par value GEE GROUP INC. 7751 BELFORT PARKWAY SUITE 150 JACKSONVILLE FL 32256 Item 4 is hereby amended to add the following: On March 3, 2026, Star Equity Fund issued a press release ("March 3rd Press Release") calling on the Issuer's board of directors (the "Board") to immediately retain an independent qualified investment bank to conduct a thorough and competitive sales process that maximizes value for all shareholders, noting that such retention is an appropriate step in assuring the Board exercises its fiduciary duties to properly consider the multiple unsolicited offers the Issuer has stated it has received. Within the March 3rd Press Release, Star Equity Fund also called for the Board to have the hired independent investment bank report to the Board's M&A Committee, rather than Company management or other members of the Board whose interest may conflict with stockholders' interests. As more fully explained in the March 3rd Press Release, Star Equity Fund took note of the Issuer's failed review of strategic alternatives, steep revenue declines, and underperformance, and called for the Board to consider all credible proposals to run a "competitive" sale process, and sell the Issuer to the highest bidder. Star Equity Fund concluded the March 3rd Press Release, declaring that they remain ready to constructively engage with the Board to help maximize value for all stockholders. The foregoing description of the March 3rd Press Release is qualified in its entirety by reference to the full text of the March 3rd Press Release, which is attached hereto as Exhibit 99.1, and incorporated herein by reference. Item 7 is hereby amended to add the following exhibit: Exhibit 99.1 - Press Release dated March 3, 2026. STAR EQUITY HOLDINGS, INC. /s/ Jeffrey E. Eberwein Jeffrey E. Eberwein, Chief Executive Officer 03/03/2026 STAR OPERATING COMPANIES, INC. /s/ Richard K. Coleman, Jr. Richard K. Coleman, Jr., Chief Executive Officer 03/03/2026 STAR EQUITY FUND, LP /s/ Jeffrey E. Eberwein Jeffrey E. Eberwein, Manager of Star Equity Fund GP, LLC, the general partner of Star Equity Fund LP 03/03/2026 STAR EQUITY FUND GP, LLC /s/ Jeffrey E. Eberwein Jeffrey E. Eberwein, Manager 03/03/2026 STAR INVESTMENT MANAGEMENT, LLC /s/ Jeffrey E. Eberwein Jeffrey E. Eberwein, Manager 03/03/2026 STAR VALUE INVESTMENTS, LLC /s/ Richard K. Coleman, Jr. Richard K. Coleman, Jr., CEO of Star Operating Companies, Inc., the sole member of Star Value Investments, LLC 03/03/2026 JEFFREY E. EBERWEIN /s/ Jeffrey E. Eberwein Jeffrey E. Eberwein 03/03/2026