GEE Group Inc 2026年季度报告

FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number1-05707 GEE GROUP INC. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares outstanding of the registrant’s common stock as of May 13, 2026 was 109,870,686. GEE GROUP INC.Form 10-QFor the Quarter Ended March 31, 2026INDEX CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3 PART I. FINANCIAL INFORMATION Item 1.Financial Statements (unaudited)4Condensed Consolidated Balance Sheets4Condensed Consolidated Statements of Operations5Condensed Consolidated Statements of Shareholders’ Equity6Condensed Consolidated Statements of Cash Flows7Notes to Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3.Quantitative and Qualitative Disclosures About Market Risk34Item 4.Controls and Procedures34 PART II. OTHER INFORMATION Item 1.Legal Proceedings35Item 1A.Risk Factors35Item 2.Unregistered Sales of Equity Securities and Use of Proceeds35Item 3.Defaults Upon Senior Securities35Item 4.Mine Safety Disclosures35Item 5.Other Information35Item 6.Exhibits36Signatures37 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS As a matter of policy, the Company does not provide forecasts of future financial performance. The statements made in this quarterlyreport on Form 10-Q, which are not historical facts, are forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-lookingstatements often contain or are prefaced by words such as “anticipate”, "believe", “may”, “might”, “could”, "will", “shall”, “plan” and"expect", or similar expressions of future tense. These statements are based on current expectations, estimates and projections aboutour business based, in part, on assumptions made by management. These statements are not guarantees of future performance andinvolve risks, uncertainties and assumptions that are difficult to predict. As a result of a number of factors, our actual results coulddiffer materially from those set forth in the forward-looking statements. Certain factors that might cause the Company's actual resultsto differ materially from those in the forward-looking statements include, without limitation, general business conditions, economicuncertainties, changed socioeconomic norms following the Coronavirus Pandemic (“COVID-19”), the demand for the Company'sservices, competitive market pressures, the ability of the Company to attract and retain qualified personnel for regular full-timeplacement and contract assignments, the possibility of incurring liability for the Company's business activities, including the activitiesof its contract employees and events affecting its contract employees on client premises, cyber risks, including network securityintrusions and/or loss of information, and the ability to attract and retain qualified corporate and branch management, as well as thoserisks discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2025, and in other documents whichwe file with the Securities and Exchange Commission (“SEC”). Any forward-looking statements speak only as of the date on whichthey are made, and the Comp