Spar Group Inc SEC Filings

SPAR Group, Inc. entered into an amendment to its Services Agreement with ReposiTrak, Inc. allowing ReposiTrak to be paid in cash, SPAR common stock, or a mix of both. On May 29, 2026, ReposiTrak chose stock payment, and SPAR issued 3,190,569 shares of common stock at a deemed price of $0.728710119 per share, canceling $2,325,000 owed under the agreement. The shares were issued without restrictions other than securities laws, in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D, and sold only to accredited investors without general solicitation.

SPAR Group, Inc. reported weaker results for the quarter ended March 31, 2026, as net revenues fell to $30.5 million from $34.0 million, a 10.3% decline driven mainly by softer U.S. remodel activity. Despite slightly higher gross margin, higher selling, general and administrative costs and $0.2 million of restructuring and severance led to an operating loss.

The Company swung to a net loss of $0.6 million, or $(0.02) per share, compared with net income of $0.5 million, or $0.02 per share, a year earlier. Adjusted EBITDA decreased to $0.7 million from $1.5 million, reflecting lower volume and higher overhead.

SPAR increased its use of financing, with lines of credit rising to $22.9 million and total unsecured debt to $5.0 million, including a new $4.0 million unsecured loan from PC Group that came with 1,000,000 common shares as equity consideration. Management believes existing credit facilities and cash flows can support near-term needs, but disclosure controls and procedures were deemed not effective due to material weaknesses in internal control over financial reporting.

SPAR Group, Inc. reported first quarter 2026 results showing a strategic shift toward higher-margin recurring merchandising revenue but weaker overall earnings. Net revenues were $30.5 million versus $34.0 million a year earlier, a decline of about 10%, mainly from reduced U.S. remodel activity.

Gross margins improved to 22.3%, helped by growth in higher-margin U.S. merchandising and Canadian revenue, but the Company moved from net income of $462 thousand to a net loss of $553 thousand, or $(0.02) per diluted share. Operating results slipped from income of $1.0 million to a slight operating loss, while interest expense increased.

SPAR returned to positive EBITDA of $384 thousand and reported Adjusted EBITDA of $737 thousand, down from $1.5 million a year earlier, reflecting the intentional mix shift away from lower-margin remodel projects and restructuring and legal costs. Management reiterated full-year 2026 financial guidance and highlighted a target of 25% gross margins over the next 18–24 months.

SPAR Group, Inc. entered into a Settlement Agreement and Release with co-founder Robert G. Brown and SPAR Business Services, Inc., resolving an arbitration between the parties. As part of the settlement, Brown agreed to extend the Change of Control, Voting and Restricted Stock Agreement dated January 28, 2022, to January 28, 2028 and to release certain terms.

Brown now publicly supports SPAR’s current leadership team and strategic plan, emphasizing a shared focus on long-term shareholder value. The parties agreed that any future disagreements will be addressed through direct dialogue rather than media or market campaigns, while Brown continues to exercise his shareholder rights and board representation.

SPAR Group, Inc. Chief Financial Officer Steven Michael Hennen purchased 78,000 shares of the company’s common stock on May 1, 2026. The shares, bought at $0.64 per share, brought his direct holdings to 133,000 shares.

According to a stock purchase agreement tied to his employment agreement, a one-time cash award was provided with the understanding that its after-tax proceeds would be used to buy these restricted treasury shares directly from the company.

SPAR Group, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on June 11, 2026. Investors will elect seven directors, ratify on an advisory basis the use of Grant Thornton LLP as auditor for 2026, and cast an advisory "Say on Pay" vote on named executive officer compensation.

They will also decide whether to ratify and approve a new 2026 Stock Compensation Plan, which would authorize up to 2,000,000 shares of common stock for equity awards through May 31, 2029. As of April 17, 2026, 25,129,991 common shares were outstanding and entitled to one vote each.

SPAR Group, Inc. filed a report announcing a change in its independent auditor. The Audit Committee and Board dismissed BDO USA, P.C. on April 6, 2026, and hired Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.

BDO’s audit reports for 2024 and 2025 were unqualified, and the company reports no disagreements with BDO over accounting, disclosure, or audit scope. The filing reiterates previously disclosed material weaknesses in internal control over financial reporting as of December 31, 2024, and notes that SPAR did not consult Grant Thornton on accounting matters before its engagement.

SPAR Group, Inc. reported receiving a Nasdaq notice that it no longer meets the requirement to maintain at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. Its 2025 Form 10-K reported stockholders’ equity of $622,000, triggering the deficiency.

Nasdaq also indicated that the Company does not currently meet alternative standards of a $35 million minimum market value of listed securities or minimum net income from continuing operations of $500,000 in the most recent year or two of the last three years. SPAR Group has 45 calendar days from the April 2, 2026 letter to submit a compliance plan, and Nasdaq may grant up to 180 calendar days from that date to evidence compliance if the plan is accepted.

SPAR Group, Inc. reports 2025 net revenues of $136.1 million, down 16.8% from $163.6 million in 2024, mainly because it exited international operations other than Canada. The company generated $122.1 million in U.S. revenue, up 3.9%, and $14.0 million in Canada revenue, down 2.1%.

SPAR recorded a loss from continuing operations of $24.6 million, compared with a $1.8 million loss in 2024, driven by higher cost of revenues, $32.2 million of SG&A, and $4.8 million in restructuring and severance tied to moving its headquarters to Charlotte and leadership changes. Adjusted EBITDA attributable to SPAR swung to a loss of $8.6 million from positive $5.6 million.

The company now operates only in the U.S. and Canada and focuses on merchandising, remodel, assembly, fulfillment, and analytics services. Two large clients represented about $22.8 million (16.8%) and $14.7 million (10.8%) of 2025 revenue. SPAR remediated prior internal control material weaknesses but warns of risks around a proposed all-cash acquisition by Highwire Capital and a Nasdaq notice over its sub‑$1.00 share price, which could lead to potential delisting if not resolved.

SPAR Group, Inc. reports 2025 net revenues of $136.1 million, down 16.8% from $163.6 million in 2024, mainly because it exited international operations other than Canada. The company generated $122.1 million in U.S. revenue, up 3.9%, and $14.0 million in Canada revenue, down 2.1%.

SPAR recorded a loss from continuing operations of $24.6 million, compared with a $1.8 million loss in 2024, driven by higher cost of revenues, $32.2 million of SG&A, and $4.8 million in restructuring and severance tied to moving its headquarters to Charlotte and leadership changes. Adjusted EBITDA attributable to SPAR swung to a loss of $8.6 million from positive $5.6 million.

The company now operates only in the U.S. and Canada and focuses on merchandising, remodel, assembly, fulfillment, and analytics services. Two large clients represented about $22.8 million (16.8%) and $14.7 million (10.8%) of 2025 revenue. SPAR remediated prior internal control material weaknesses but warns of risks around a proposed all-cash acquisition by Highwire Capital and a Nasdaq notice over its sub‑$1.00 share price, which could lead to potential delisting if not resolved.