Spar Group Inc SEC Filings

SPAR Group, Inc. reported that it has released its financial results for the third quarter ended September 30, 2025, through a press release attached as Exhibit 99.1. The company also announced that on November 12, 2025, its Board of Directors appointed William Linnane as Chief Executive Officer and as a director to fill the CEO Board seat, effective immediately. Linnane previously served as the company’s Global Strategy & Growth Officer and then as President.

The report includes extensive forward-looking statements language highlighting risks related to collecting a termination fee from Highwire Capital, potential non-compliance with Nasdaq listing rules, and the possible impact of selling certain subsidiaries on revenues, earnings and cash, as well as broader uncertainties affecting the company’s financial condition and plans.

SPAR Group (SGRP) reported an insider share purchase on a Form 4. President and Interim CEO William Linnane bought 173,000 restricted shares of the company’s treasury common stock at $1.02 per share on October 3, 2025 (transaction code P). The filing notes a $250,000 one-time cash award to the executive with the understanding that the after-tax proceeds would be used to purchase company shares. Following the transaction, Linnane beneficially owned 190,909 shares directly.

SPAR Group, Inc. (SGRP) reported a Form 4 for President William Linnane to correct a prior report dated October 13, 2022. The filing reflects a tax withholding transaction (Code F) on August 2, 2022, tied to the vesting of 26,882 shares of common stock. To satisfy withholding taxes, 8,973 shares were withheld at a price of $1.15 per share.

After the reported transaction, Linnane beneficially owned 17,909 shares directly.

SPAR Group (SGRP) entered an Eighth Modification Agreement with North Mill Capital d/b/a SLR Business Credit, extending its secured revolving credit facility to October 10, 2027 and increasing borrowing capacity. The US Revolving Credit Facility rose to US$30 million, and the Canadian Revolving Credit Facility increased to US$6 million.

The amendment lifts caps on eligible unbilled accounts in the borrowing bases to US$15 million for the US borrower (from US$7 million) and US$2 million for the Canadian borrower (from CDN$800,000). Interest is Prime + 1.25%, with a minimum 6.75% per annum. Facility fees are 0.60% on benchmark advance amounts, plus US$6,000 at the first occurrence of each US$1.0 million increment (up to the respective limits). The Canadian facility’s minimum interest charges now assume a US$1,000,000 minimum outstanding balance (from US$500,000).

The lender issued limited waivers of specified defaults related to delayed July 31, 2025 and August 31, 2025 financial statements, compliance certificates, and certain Canadian corporate credit card indebtedness, subject to post-closing conditions. Covenants include maintaining positive trailing EBITDA and restrictions on indebtedness, compensation increases, capital expenditures, and non-ordinary course transactions.

SPAR Group, Inc. disclosed a planned CEO transition: Michael R. Matacunas resigned as Chief Executive Officer and as a director effective October 3, 2025, consistent with a prior transition agreement dated August 25, 2025. The filing states the resignation was not due to any disagreement with the company on operations, policies, or practices. The Board appointed William Linnane, age 51, as interim Chief Executive Officer effective October 3, 2025; Mr. Linnane will continue to serve as President per his employment agreement dated August 25, 2025. The filing notes that Mr. Linnane has no family relationships with company officers or directors and disclosed compensation and biographical details were previously filed.

SPAR Group, Inc. (SGRP) Form 4 reports insider transactions by Director Robert G. Brown. The filing shows multiple reported transactions dated 09/25/2025 that include dispositions and acquisitions of the issuer's Common Stock, $.01 par value. The report discloses a disposition of 454,355 shares and an apparent corresponding acquisition allocation of 454,355 shares described as a correction for incorrect allocation.

The filing also shows a sale of 10,000 shares at $1.07 and reports indirect ownership stakes: 538,194 shares held by SPAR Business Services, Inc., and 3,000,000 shares held indirectly by Innovative Global Technologies LLC. The filer disclaims beneficial ownership of 55,000 shares owned by his spouse and notes additional estimated shares held in a defined benefit pension trust.

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.