Spar Group Inc SEC Filings

Timothy Patrick Cook, identified as a director of SPAR Group, Inc. (SGRP), submitted an initial Form 3 reporting the event date of 08/12/2025. The filing explicitly states that no securities are beneficially owned by the reporting person, and shows a manual signature dated 09/29/2025. The form contains no entries in Table I or Table II for non-derivative or derivative securities, indicating the reporting person holds no reportable equity or option positions in SGRP.

SPAR Group, Inc. (SGRP) reporting person Michael R. Matacunas, CEO and Director, had restricted stock units accelerate and vest in full on September 2, 2025 under a Transition Agreement. The 2025 inducement award originally granted 96,154 RSUs (issued May 15, 2025) became payable and were recorded as acquired on September 2, 2025. To satisfy tax withholdings, 28,915 shares were withheld at an effective price of $1.17 per share. After these transactions Matacunas beneficially owned 263,120 shares (before withholding) and 234,205 shares (after withholding) as reported. He also holds options to buy 630,000 shares at an exercise price of $1.90, which vested in 2022 and remain exercisable subject to the Transition Agreement and original expiration terms.

SPAR Group, Inc. (SGRP) reported executive leadership changes and related compensation arrangements. CEO Michael R. Matacunas resigned as President effective August 25, 2025 and will retire as CEO on October 3, 2025; the company agreed to pay a $2,000,000 retention bonus, keep his stock options exercisable for three years, and fully vest restricted stock units granted May 15, 2025. Termination of Matacunas' prior Change in Control Severance Agreement relieves the company of a potential $4,000,000 liability. William Linnane was promoted to President effective August 25, 2025 with a $415,000 base salary and an annual bonus opportunity up to 100% of base salary. Two senior officers, Ron Lutz and Kori Belzer, will resign effective August 29, 2025 and receive departure payments of $588,258 and $871,405 respectively; Lutz will also provide consulting services at $15,000 per month beginning September 8, 2025.

SPAR Group, Inc. (SGRP) reported that its previously announced Merger Agreement with Highwire Capital was terminated on May 23, 2025, for Highwire's failure to consummate the transaction. On August 26, 2025, the company announced that a third-party investor group purchased 220,000 shares of SPAR's common stock from treasury for an aggregate $440,000 at $2.00 per share, a 76% premium to the August 25, 2025 closing price.

The company also announced it has issued a demand letter to Highwire seeking the full termination fee under the now-terminated Merger Agreement. The filing reiterates forward-looking statement cautions and references the company’s 2024 Annual Report and other SEC reports for additional risk factors.

SPAR Group, Inc. (SGRP) furnished a presentation titled "SPAR Midwest Ideas Conference Presentation" as Exhibit 99.1 to this Current Report on Form 8-K and intends to present to potential investors and advisers on August 27, 2025. The filing reiterates that SPAR's common stock trades on the Nasdaq under the symbol SGRP and references its previously filed 2024 Annual Report and other SEC Reports.

The filing contains selected adjusted historical data and forward-looking statements about the company's priorities and goals, and it emphasizes that such statements are subject to risks and uncertainties and will not be updated by the company. The company also identifies potential Nasdaq rule compliance risks without providing specific financial metrics or new transactions.

SPAR Group, Inc. (SGRP) filed an 8-K reporting governance changes and the release of second-quarter 2025 results. The filing states SGRP's common stock trades on Nasdaq under SGRP and refers to previously filed SEC reports, including the Amended 2024 Annual Report. On August 12, 2025, director William H. Bartels resigned (not due to any disagreement) and Tim Cook was appointed to the Bartels-designated board seat and named Governance Committee Chair and member of Audit and Compensation Committees. Also on August 12, 2025, John Bode and Linda Houston were appointed to the board with committee assignments. The filing references a press release for Q2 2025 results (Exhibit 99.1) and discloses forward-looking statement cautions, including potential Nasdaq compliance risks.

SPAR Group, Inc. (SGRP) reported operational and balance sheet details in its Form 10-Q for the quarter ended June 30, 2025. The company had 23,489,752 shares issued and outstanding as of June 30, 2025 (23,449,701 at Dec 31, 2024) and 47,000,000 shares authorized. Consolidated debt under revolving credit facilities totaled approximately $24.7 million (US: $23.2 million; Canada: $1.5 million), with aggregate interest rates and facility fees described in the agreement. The NM Credit Facility matures October 10, 2025; the company is evaluating refinancing and believes near-term liquidity is sufficient but noted no assurance that future funding will be available.

The company disclosed a pre-tax gain of approximately $7.2 million from the sale of its 51% Meridian interest in Q1 2024 and recorded several divestiture losses in 2024 (Brazil ~$1.2M, Shanghai ~$1.1M, Japan ~$0.7M, India ~$1.4M, Mexico ~$1.1M). As of June 30, 2025, $2.3 million remained outstanding on a promissory note related to acquisitions and is reported in current and long-term debt. Share-based and phantom stock compensation expense recognized for the six months ended June 30, 2025 included $49,667 (RSUs), $2,237 (stock options) and $466,301 (Phantom Awards). The company is evaluating the impact of ASU 2024-03 on expense disaggregation disclosures.