[8-K] SPAR Group, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Orderly succession with a prior transition agreement dated August 25, 2025
• Internal interim appointment preserves continuity by naming President William Linnane as interim CEO
• Resignation not due to disagreement, which may reduce governance concerns

Negative

• No permanent CEO named in this filing, leaving the timeline and criteria for a successor unspecified
• Potential short-term uncertainty until a permanent CEO is appointed and disclosed

Insights

Corporate Governance Analyst

TL;DR: A board-approved, orderly CEO succession occurred with an internal interim appointment.

The company executed a previously disclosed transition and appointed the sitting President, William Linnane, as interim CEO effective October 3, 2025, which preserves executive continuity while a successor is sought. The filing explicitly states the departing CEOs resignation was not due to any disagreement over operations, policies, or practices, indicating a planned transition rather than an abrupt departure.

This arrangement reduces short-term disruption by keeping an experienced executive in place; investors can watch for announcements about a permanent CEO selection and any updates to executive compensation or governance materials in upcoming filings.

Market Communications Specialist

TL;DR: Messaging emphasizes stability and prior disclosure to limit investor uncertainty.

The filing references prior disclosures and agreements dated August 25, 2025 and earlier SEC reports, which supports transparency about the transition timeline. Stating there was no disagreement helps mitigate market concerns about hidden conflicts.

Key near-term items to monitor are any subsequent SEC filings that name a permanent CEO and any revisions to previously disclosed compensation terms; these updates will clarify leadership strategy and potential investor impact.

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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): October 3, 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Michael Matacunas Retirement

Reference is made to that certain transition agreement, dated August 25, 2025, between the Corporation and Michael R. Matacunas (the “Matacunas Transition Agreement”), which was previously disclosed on the Corporation’s Current Report on Form 8-K filed with the SEC on August 29, 2025. As previously contemplated and pursuant to the Matacunas Transition Agreement, effective as of October 3, 2025, Mr. Matacunas resigned as the Chief Executive Officer of the Corporation and member of the board of directors of the Corporation (the “Board”). Mr. Matacunas’ resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

William Linnane Appointment

Reference is made to that employment agreement, dated August 25, 2025, between the Corporation and William Linnane (the “Linnane Employment Agreement”), which was previously disclosed on the Corporation’s Current Report on Form 8-K filed with the SEC on August 29, 2025. As previously contemplated and pursuant to the Linnane Employment Agreement, effective as of October 3, 2025 and upon Mr. Matacunas’ resignation as the Chief Executive Officer of the Corporation, Mr. Linnane, age 51, was appointed by the Board to serve as the interim Chief Executive Officer of the Corporation until the Board appoints a successor Chief Executive Officer. Mr. Linnane will continue to serve as the President of the Corporation as previously contemplated pursuant to the Linnane Employment Agreement.

There are no arrangements or understandings between Mr. Linnane and any other persons pursuant to which he was selected as an officer of the Corporation. There are also no family relationships between Mr. Linnane and any director or executive officer of the Company, and Mr. Linnane does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Linnane’s compensation and biographical information has been previously disclosed on the Corporation’s Current Report on Form 8-K filed with the SEC on August 29, 2025, and the Corporation’s definitive proxy statement filed with the SEC on May 23, 2025.

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: October 9, 2025

By: /s/ Antonio Calisto Pato

Antonio Calisto Pato, Chief Financial Officer, Treasurer and Secretary

FAQ

What change did SPAR Group (SGRP) disclose on October 3, 2025?

The company disclosed that Michael R. Matacunas resigned as CEO and director effective October 3, 2025, and William Linnane was appointed interim CEO the same day.

Was Michael Matacunass resignation due to a disagreement with SPAR Group (SGRP)?

The filing states the resignation was not the result of any disagreement with the company regarding operations, policies, or practices.

Who is serving as interim CEO of SPAR Group (SGRP)?

William Linnane, age 51, was appointed interim Chief Executive Officer effective October 3, 2025, and will continue as President.

Are there any related-party or Item 404 transactions disclosed for the interim CEO?

The filing states Mr. Linnane has no family relationships with directors or executive officers and has no direct or indirect material interest in transactions requiring Item 404 disclosure.

Where can investors find Mr. Linnanes compensation and background?

The filing notes compensation and biographical information were previously disclosed in the companys Current Report and the definitive proxy filed on May 23, 2025.