SPAR Group (SGRP) accepts two director retirements and trims board to five

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Board size: 5 members Effective date of director retirements: August 6, 2026 Common Stock par value: $0.01 par value +1 more

4 metrics

Board size 5 members Size of the Board set by remaining directors under Section 3.01 of the By-laws

Effective date of director retirements August 6, 2026 Date the Board voted to accept the retirements of two directors

Common Stock par value $0.01 par value Par value of SPAR Group’s Common Stock listed on OTCQB

Fiscal year end referenced December 31, 2025 Fiscal year end for the Annual Report on Form 10-K cited for risk factors

Key Terms

Change of Control, Voting and Restricted Stock Agreement, Settlement Agreement and Release, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

Change of Control, Voting and Restricted Stock Agreement regulatory

"had breached a Change of Control, Voting and Restricted Stock Agreement that became effective"

Settlement Agreement and Release regulatory

"and a Settlement Agreement and Release, dated April 27, 2026, between the Company"

forward-looking statements regulatory

"contains forward-looking statements within the "safe harbor" provisions of the"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995"

OTCQB financial

"or with the rules of OTCQB and the Securities and Exchange Commission"

OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.

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Available on EDGAR 08/12/2026 - 04:07 PM Accepted by SEC EDGAR 08/12/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What board changes did SPAR Group (SGRP) disclose on August 6, 2026?

SPAR Group disclosed that its Board accepted the retirements of James R. Brown, Sr. and Panos Lazaretos as directors, effective immediately. Following this decision, the remaining directors voted under the By-laws to set the Board size at five members.

Why did SPAR Group’s (SGRP) Board accept the retirements of two directors?

The company states the Board’s decision followed a review that raised concerns about prior agreements, director conduct, and the impact on Board performance. These concerns, as described by the company, informed the acceptance of the directors’ retirements on August 6, 2026.

What is the new size of SPAR Group’s (SGRP) Board after the August 2026 changes?

After accepting two director retirements, the remaining directors voted under Section 3.01 of the By-laws to set the Board size at five members. This adjustment reflects the company’s current board structure following the August 6, 2026 actions.

What forward-looking statement cautions did SPAR Group (SGRP) highlight in this report?

The company emphasized that its forward-looking statements involve numerous risks and uncertainties and may differ materially from expectations. It referred readers to its Form 10-K for the year ended December 31, 2025 and other SEC reports for detailed risk factors.

Which prior filings does SPAR Group (SGRP) reference for additional risk information?

SPAR Group directs investors to its 2025 Annual Report on Form 10-K, filed March 31, 2026, its Proxy Statement for the 2026 Annual Stockholders Meeting, and its Quarterly Reports on Form 10-Q and other SEC reports for further risk and company information.

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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 6, 2026

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.)

110 East Boulevard, Suite 1600 Charlotte, NC	28203
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (704) 837-1651

(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	OTCQB

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2026, the Board of Directors (the “Board”) of the Company voted to accept the retirements of James R.  Brown, Sr. and Panos Lazaretos as members of the Board, effective immediately pursuant to the terms of resignation letters, each dated January 31, 2025.  The acceptance of the retirements followed a review by the members of the Board that concluded, among other matters, that (i) the actions of Robert Brown, who had designated James R. Brown, Sr. and Mr. Lazaretos, had breached a Change of Control, Voting and Restricted Stock Agreement that became effective between Robert Brown, the Company and each respective director on January 28, 2022 (the “CIC”) and a Settlement Agreement and Release, dated April 27, 2026, between the Company and Robert Brown, and (ii) James R.  Brown, Sr. and Mr. Lazaretos, as designees of Robert Brown, seated pursuant to the CIC, (a) had taken actions as members of the Board of Directors that were inconsistent with the best interests of, and adverse to, the Company, (b) had not complied with the Company’s applicable policies, codes of conduct, Amended and Restated By-laws (“By-laws”), or charters or with the rules of OTCQB and the Securities and Exchange Commission, or other applicable rules, regulations or laws, and/or (c) had undertaken steps that were negatively impacting the performance of the Board.

Item 8.01 Other Events.

As provided by Section 3.01 of the Company’s By-laws, the remaining directors voted to set the size of the Board at five members.

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, SPAR Group, Inc. (the "Corporation"' or "SGRP") and its subsidiaries (together with SGRP, "SPAR", "SPAR Group" or the "Company"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, the "Securities Laws").

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 or variations 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): the timing of the delisting of the Company's Common Stock; the costs and effects of changing the Company's principal independent registered accounting firm; potential or continued revenue growth, gross margin expansion, and continued favorable shift in service mix from remodeling toward merchandising services; continued and new long-standing relationships with retailers, distributors and makers of consumer goods; successful results from merchandising partnerships and relationships with other companies, borrowing, repaying or guarantying the Company's recent unsecured loans or paying interest thereon; issuing the shares of the Corporation's 'Common Stock; the departure in 2025 of various of the Corporation's executives previously reported and the agreements made with them; potential non-compliance with applicable OTCQB rules regarding minimum bid prices, the filing of periodic financial reports, director independence, holding annual meetings, or other rules; the impact of selling certain of the Corporation's subsidiaries; or any impact resulting from the Risks on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations. The Corporation's forward-looking statements also include (without limitation) statements made in "Business", "Risk Factors", "Cybersecurity", "Legal Proceedings", "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Controls and Procedures", and "Certain Relationships and Related Transactions, and Director Independence" in the Corporation's 2025 Annual Report referenced below.

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. For additional information and risk factors that could affect the Company, see the Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2025, as filed on March 31, 2026, by SGRP with the Securities and Exchange Commission (the "SEC"), and SGRP's Proxy Statement for its 2026 Annual Stockholders Meeting, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports and statements as and when filed with the SEC (including the Annual Report, Proxy Statement, Quarterly Reports, and Current Reports, each an "SEC Report").

You should carefully review and consider the Corporation's forward-looking statements (including all Risks and other cautions and uncertainties) and other information made, contained, noted or referenced 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 assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, indebtedness, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation, vendors, 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.

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 12, 2026	By:	/s/ Steve Hennen
		Steve Hennen Chief Financial Officer, Secretary and Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.9 KB