[8-K] SPAR Group Inc Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Immediate liquidity injection of $440,000 from the treasury share sale at $2.00 per share
• Transaction price represented a 76% premium to the closing price on August 25, 2025, signaling investor willingness to pay above market
• Investor group includes supporters of the prior merger, suggesting continued strategic interest or confidence

Negative

• Merger Agreement was terminated on May 23, 2025, due to the counterparty's failure to close
• SPAR issued a demand letter for the termination fee, but the filing explicitly notes uncertainty around collection
• Filing cites potential Nasdaq compliance risks related to periodic reporting, director independence, bid price or other rules

Insights

Financial Analyst

TL;DR: A 220,000-share treasury sale at a steep premium injects $440,000 and signals backer support but raises questions on timing and shareholder impact.

The direct purchase of treasury shares at $2.00 apiece provides immediate liquidity of $440,000 and indicates an investor group tied to the prior merger remains willing to hold equity at a material premium to the prior close. Issuing treasury shares avoids dilution from a primary offering yet reduces the company's remaining treasury balance. The demand letter for the termination fee is a material recovery action but collection is uncertain. The filing's explicit mention of possible Nasdaq compliance risks highlights potential governance or listing concerns that could affect investor perceptions.

M&A Specialist

TL;DR: Termination of the merger and a subsequent investor-group treasury purchase suggest continued strategic interest but unresolved contractual remedies.

Termination of the Merger Agreement on May 23, 2025, followed by a demand for the full termination fee, indicates SPAR is pursuing contractual remedies. The fact that investors who supported Highwire participated in the $440,000 treasury purchase may reflect continued alignment with a prior deal rationale or opportunistic support post-termination. Materiality depends on whether the termination fee is recovered and whether the treasury share sale affects future transaction flexibility or voting outcomes. Monitor enforcement progress and any counterclaims from Highwire.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2025

	SPAR Group, Inc.
	(Exact Name of Registrant as Specified in Charter)
Delaware	0-27408	33-0684451
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
1910 Opdyke Court, Auburn Hills, MI (Address of Principal Executive Offices)		48326 (Zip Code)

Registrant's telephone number, including area code: (248) 364-7727

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SGRP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

SPAR Group, Inc. ("SGRP" or the "Corporation", and together with its subsidiaries, the "Company", "SPAR" or "SPAR Group") has listed its shares of common stock, par value $0.01 ("Common Stock") for trading through the Nasdaq Stock Market LLC ("Nasdaq") under the trading symbol "SGRP" and periodically files reports with the Securities and Exchange Commission ("SEC"). Reference is made to: (a) SGRP's Amended 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the SEC on July 17, 2025 (the "2024 Annual Report"), and (b) SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (together with the 2024 Annual Report, each an "SEC Report").

Item 8.01 – Other Events.

As previously disclosed, on August 30, 2024, the Corporation entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Highwire Capital, LLC, a Texas limited liability company (“Highwire”), and Highwire Merger Co. I, Inc., a Delaware corporation and a wholly owned subsidiary of Highwire. On May 23, 2025, the Corporation terminated the Merger Agreement for failure of Highwire to consummate the transactions contemplated thereby.

On August 26, 2025, the Corporation issued a press release (the “Press Release”) announcing the acquisition of 220,000 shares of Common Stock by a third party investor group, which is made up of investors that supported Highwire in connection with the now-terminated Merger Agreement, for an aggregate purchase price of $440,000, or $2.00 per share, which amounts to a 76% premium to the closing price of the Common Stock as of August 25, 2025. The transaction was completed by issuing shares of Common Stock from the Corporation’s treasury stock. The Corporation also announced in the Press Release that it has issued a demand letter to Highwire for payment of the full termination fee due to the Corporation in connection with the termination of the Merger Agreement. A copy of the Press Release is filed herewith as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference in its entirety.

Forward Looking Statements

This Current Report on Form 8-K (this “Current Report”) contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, the Corporation and its subsidiaries. “Forward-looking statements” are defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, and other applicable federal and state securities laws, rules and regulations, as amended.

Readers can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as “may,” “will,” “expect,” “intend,” “believe,” “estimate,” “anticipate,” “continue,” “plan,” “project,” or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Corporation in this Current Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors (“Risks”). Those Risks include (without limitation): collection of the termination fee from Highwire Capital, potential non-compliance with applicable Nasdaq rules regarding the filing of periodic financial reports, director independence, bid price or other rules; any potential non-compliance with applicable Nasdaq annual meeting, director independence, bid price or other rules; the impact of selling certain of the Corporation's subsidiaries or any resulting impact on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations.

For additional information and risk factors that could affect the Corporation, see its 2024 Annual Report and other SEC Reports as filed with the SEC. The information contained in this Current Report is made only as of the date hereof, even if subsequently made available by the Corporation on its website or otherwise.

You should carefully review and consider the Corporation's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, “Expectations”), and our forward-looking statements (including all Risks) and other information reflect the Corporation's current views about future events and circumstances. Although the Corporation believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Corporation, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Corporation's control). In addition, new Risks arise from time to time, and it is impossible for the Corporation to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Corporation's common stock.

These forward-looking statements reflect the Corporation's Expectations, views, Risks and assumptions only as of the date hereof, and the Corporation does not intend, assume any obligation, or promise to publicly update or revise any forward- looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release, dated August 26, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SPAR Group, Inc.

Date: August 26, 2025

By: /s/ Michael R. Matacunas

Michael R. Matacunas, President & CEO

FAQ

What did SPAR Group (SGRP) announce on August 26, 2025?

SPAR announced a third-party investor group purchased 220,000 treasury shares for $440,000 ($2.00 per share) and that it issued a demand letter to Highwire seeking the full termination fee.

How much cash did SPAR receive from the treasury share sale?

SPAR received an aggregate of $440,000 from the sale of 220,000 shares at $2.00 per share.

When was the Merger Agreement with Highwire terminated?

The Merger Agreement was terminated on May 23, 2025 for Highwire's failure to consummate the transaction.

Does SPAR expect to collect a termination fee from Highwire?

SPAR has issued a demand letter seeking the full termination fee, but the filing notes collection is uncertain and includes forward-looking risk cautions.

Did SPAR issue new shares or use treasury stock for the transaction?

The company completed the transaction by issuing shares from its treasury stock (not a primary issuance).