Form 4: GEE Group CFO Reports Stock Forfeiture, Tax Withholding

GEE Group's CFO, Kim D. Thorpe, reported the forfeiture of performance-based restricted stock and shares withheld for tax obligations related to vested awards.

Summary

• Kim D. Thorpe, Senior Vice President and CFO of GEE Group Inc., filed a Form 4 detailing changes in his beneficial ownership.
• On December 2, 2025, Mr. Thorpe forfeited 162,342 shares of performance-based restricted common stock, originally awarded on December 2, 2022, due to unachieved performance measures. The closing price on this date was $0.19 per share.
• On January 7, 2026, 37,314 shares of restricted common stock were withheld by the issuer to cover tax obligations related to the vesting of 183,873 shares that vested on December 2, 2025. The closing price on this date was $0.20 per share.
• Following these transactions, Mr. Thorpe beneficially owns 1,121,699 shares of common stock.
• This total includes 45,972 restricted shares granted on December 1, 2023, vesting on December 1, 2026, and 45,972 shares he is eligible to earn under the Company's Annual Incentive Compensation Program, subject to future performance.

Sentiment

Score: 4

Explanation: The forfeiture of a significant number of performance-based shares is a negative indicator, suggesting certain company or individual performance targets were not achieved. While some shares vested, the net effect of the forfeiture outweighs the routine tax withholding, leading to a slightly negative sentiment.

Positives

• 183,873 shares of restricted common stock previously granted to Mr. Thorpe vested on December 2, 2025, indicating successful achievement of some prior vesting conditions.
• Mr. Thorpe continues to hold 1,121,699 shares, including 45,972 restricted shares vesting in December 2026 and eligibility for another 45,972 performance-based shares.

Negatives

• Forfeiture of 162,342 performance-based restricted shares on December 2, 2025, suggests that specific performance targets set for the 2022 award were not met.
• 37,314 shares were withheld for tax purposes, reducing the net shares received from the vested award.

Risks

• The forfeiture of performance-based shares indicates that the company or the executive did not meet certain performance metrics, which could signal underlying operational or financial challenges.
• Future compensation for the CFO, specifically 45,972 shares under the Annual Incentive Compensation Program, remains subject to the achievement of future performance-based measures, introducing uncertainty.

Future Outlook

The CFO is eligible to earn an additional 45,972 shares in the future under the Company's Annual Incentive Compensation Program, contingent upon the achievement of future performance-based measures. Another 45,972 restricted shares are set to vest on December 1, 2026.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common for publicly traded companies. It provides transparency into executive compensation and stock ownership changes, which can be a factor in assessing management's alignment with shareholder interests. The forfeiture of performance-based shares is a specific outcome of executive incentive plans, reflecting whether pre-defined targets were met.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation outcomes and potential insights into whether company performance targets tied to executive incentives are being met.
• Employees: Reflects on the company's performance culture and the achievement of internal metrics, which could indirectly influence morale or future incentive programs.

Next Steps

• Vesting of 45,972 restricted shares on December 1, 2026.
• Evaluation of future performance-based measures for eligibility to earn an additional 45,972 shares under the Annual Incentive Compensation Program.

Key Dates

Keywords

GEE Group, JOB, Form 4, insider transaction, beneficial ownership, restricted stock, stock forfeiture, executive compensation, tax withholding