Welcome to our dedicated page for SPAR Group SEC filings (Ticker: SGRP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
SPAR Group, Inc. filings document the public-company record for a Delaware retail services issuer with common stock listed on Nasdaq under SGRP. The filings cover operating results and guidance, merchandising and distribution service disclosures, capital structure, risk factors, and material agreements affecting the company's financing and operating subsidiaries.
SPAR Group's SEC record also includes proxy materials for director elections and auditor ratification, Form 8-K reports on changes in certifying accountant, bylaw amendments, settlement and voting-related arrangements, unsecured debt financing, and Nasdaq listing-compliance disclosures. These reports frame the company's governance, shareholder matters, reporting controls, and continued-listing status alongside its U.S. and Canada retail services business.
SPAR Group, Inc. reported softer top-line results for the quarter ended June 30, 2026. Net revenue was $36.9 million, down 4.5% from $38.6 million a year earlier, while gross margin held nearly steady at about 23%. Quarterly net income was $0.4 million versus breakeven in the prior-year quarter. For the first six months, revenue declined 7.2% to $67.4 million and the Company recorded a small net loss of $0.1 million compared with net income of $0.5 million in 2025.
SG&A fell year over year, reflecting cost‑saving measures, and Adjusted EBITDA for the first half was $2.9 million, little changed from $2.8 million a year earlier. Cash and cash equivalents were $2.9 million, with $26.7 million outstanding under lines of credit and $5.0 million of unsecured debt, including a new $4.0 million unsecured loan from PC Group that carries an embedded derivative liability of $0.3 million. The Company also issued 3.19 million shares to ReposiTrak (TRAK) and previously 1.0 million shares to PC Group as non‑cash consideration, increasing equity to $3.2 million.
Management continues to maintain a $7.6 million valuation allowance against deferred tax assets. Disclosure controls and procedures were deemed not effective due to material weaknesses in internal control over financial reporting. The Company also disclosed new shareholder litigation and a related arbitration and stated it is evaluating these matters as non‑recognized subsequent events.
SPAR Group, Inc. reported results for the quarter and six months ended June 30, 2026, highlighting a return to profitability. For the second quarter, net revenues were $36.9 million compared with $38.6 million in 2025, reflecting a deliberate shift away from lower-return remodel work toward higher-margin merchandising services. Net income was $0.4 million, or $0.02 diluted EPS, versus a slight loss in the prior-year quarter, and Adjusted Net income rose to $0.8 million. Adjusted EBITDA increased to $2.1 million from $1.3 million, supported by lower selling, general and administrative expenses and stabilized gross margins.
For the first half of 2026, net revenues were $67.4 million versus $72.7 million a year earlier, with a net loss of $0.1 million compared with net income of $0.5 million. Consolidated Adjusted EBITDA for the period was $2.9 million, roughly flat year-over-year. The company reported total assets of $53.0 million and stockholders’ equity of $3.2 million as of June 30, 2026, up from $0.6 million at year-end 2025. Working capital was described as positive $25.8 million, excluding lines of credit and the current portion of long-term debt, with cash and cash equivalents of $2.9 million. Operating activities used $8.7 million of cash in the first half, driven by growth-related working capital needs. Management revised full-year 2026 guidance to reflect lower expected remodel revenue but a greater focus on margins, earnings quality and long-term shareholder value.
SPAR Group, Inc. reported that on August 6, 2026, its Board of Directors accepted the retirements of directors James R. Brown, Sr. and Panos Lazaretos, effective immediately, pursuant to resignation letters dated January 31, 2025. The company states this decision followed a Board review that identified concerns regarding prior agreements and the directors’ conduct and impact on Board performance.
Under Section 3.01 of its Amended and Restated By-laws, the remaining directors then voted to set the size of the Board at five members. The company also included extensive cautionary language about forward-looking statements, referring investors to its 2025 Annual Report and other SEC reports for additional risk factors.
Robert G. Brown, a more-than-10% owner of SPAR Group, Inc., reported a bona fide gift of 135,000 shares of Common Stock on July 30, 2026. After the gift, he reported 2,742,389 shares in the direct ownership line, which includes 45,000 shares owned by his wife, as to which he disclaims beneficial ownership, and estimated shares tied to a defined benefit pension trust. He also reported indirect holdings of 3,000,000 shares through Innovative Global Technologies LLC and 538,194 shares through SPAR Business Services, Inc.
SPAR Group, Inc. reports that its common stock will be delisted from The Nasdaq Stock Market and will begin trading on the OTCQB Venture Market under the same ticker, SGRP, effective at the open of trading on July 23, 2026. This follows a Nasdaq determination letter previously notifying the company that its shares would be delisted and trading suspended absent a successful appeal.
The company states that this transition does not affect its operations, commitments to customers, employees and partners, or its obligations as an SEC reporting company. Shareholders are not required to take any action in connection with the move, and the common stock will remain eligible for electronic trading through broker-dealers once quotations become available on an over-the-counter market.
ReposiTrak, Inc. filed an initial ownership report as a ten percent owner of SPAR Group, Inc. common stock. The filing lists direct holdings of 8,900,406 shares of Common Stock as of 2026-07-01 and does not report any accompanying purchase or sale transactions.
ReposiTrak, Inc., a Nevada software-as-a-service company, now beneficially owns 8,900,406 SPAR Group common shares, representing 31.4 % of SPAR Group, Inc.’s outstanding common stock. This percentage is based on 28,320,560 shares outstanding, derived from 25,129,991 shares as of May 5, 2026 plus 3,190,569 shares issued on May 29, 2026.
On July 1, 2026, ReposiTrak used approximately $3,296,886 of working capital to purchase 4,709,837 shares. Within the past 60 days, it also acquired 3,190,569 shares in lieu of $2,325,000 otherwise payable under a March 13, 2026 Services Agreement, electing stock compensation valued using the five-day VWAP. The stake is held for investment, though ReposiTrak may buy or sell shares and may engage with SPAR’s board, management, or other holders, and the disclosure notes this ownership level may be deemed capable of influencing control.
SPAR Group, Inc. received an updated beneficial ownership report from William H. Bartels in Amendment No. 8 to his Schedule 13D. On July 1, 2026, Bartels sold 4,709,837 shares of SPAR Group common stock pursuant to a Stock Purchase Agreement.
As of July 16, 2026, Bartels reports beneficial ownership of 0 shares, representing 0.0% of the outstanding common stock, and he ceased to be a beneficial owner of more than 5% of the company’s shares on July 1, 2026.
SPAR Group, Inc. major shareholder William H. Bartels, identified as a former 10% owner, reported selling 4,709,837 shares of common stock on July 1, 2026. The shares were sold under a stock purchase agreement for a total purchase price of $3,296,886, leaving him with no reported holdings.
SPAR Group, Inc. reported that Nasdaq’s Listing Qualifications Staff issued a written notice on July 14, 2026 determining to delist the Company’s common stock from The Nasdaq Capital Market at the opening of business on July 23, 2026, unless SPAR requests an appeal by July 21, 2026. This followed prior findings that the Company failed to meet the Bid Price Rule, requiring a minimum $1.00 closing bid for 30 consecutive business days, and the Stockholders’ Equity Rule, requiring at least $2,500,000 in stockholders’ equity.
Stockholders held a Special Meeting on July 10, 2026, with 14,229,764 shares, or 50.11% of the 28,398,560 shares outstanding as of the June 16, 2026 record date, represented. They voted against a proposed one‑for‑five reverse stock split and against an adjournment proposal to solicit additional proxies, so neither measure was approved.