SPAR Group (NASDAQ: SGRP) and founder Robert Brown align on strategy

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

SPAR’s settlement with its founder reduces public conflict and clarifies governance alignment.

The company reached a Settlement Agreement and Release with co-founder Robert G. Brown, resolving an arbitration and extending the Change of Control, Voting and Restricted Stock Agreement to January 28, 2028. Brown also released certain terms, which may modestly adjust change-of-control dynamics.

The press release underscores Brown’s support for the current leadership and strategy and a commitment to avoid disruptive public campaigns. Future disagreements are to be handled through direct dialogue, while Brown retains shareholder rights and board representation. Subsequent company filings may further detail how this understanding influences board and shareholder interactions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Settlement Agreement and Release, Change of Control, Voting and Restricted Stock Agreement, forward-looking statements, Nasdaq rules, +1 more

5 terms

Settlement Agreement and Release regulatory

"entered into a Settlement Agreement and Release with Robert G. Brown and SPAR Business Services, Inc."

Change of Control, Voting and Restricted Stock Agreement financial

"extend the expiration date of the Change of Control, Voting and Restricted Stock Agreement dated January 28, 2022"

forward-looking statements regulatory

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

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.

Nasdaq rules regulatory

"potential non-compliance with applicable Nasdaq rules regarding minimum bid prices, the filing of periodic financial reports"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

Annual Report on Form 10-K regulatory

"Annual Report on Form 10-K for its fiscal year ended December 31, 2025, as filed on March 31, 2026"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

Understanding 8-K Material Events →

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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): May 1, 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	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 2025 Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026 (the "2025 Annual Report"), and (b) SGRP's 2026 Proxy Statement, 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 2025 Annual Report, each an "SEC Report").

Item 1.01 – Entry into a Material Definitive Agreement.

On May 1, 2026, the Company entered into a Settlement Agreement and Release with Robert G. Brown and SPAR Business Services, Inc. allowing for a dismissal of the Arbitration action between the Company and Robert G. Brown. As part of the Settlement Agreement, Robert G. Brown agreed to extend the expiration date of the Change of Control, Voting and Restricted Stock Agreement dated January 28, 2022 (the "CIC Agreement"), to January 28, 2028, as well as to release certain terms of the CIC Agreement between the parties.

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 costs and effects of changing the Company's principal independent registered accounting firm; satisfying Nasdaq's required minimum market value of listed securities or minimum net income from continuing operations in a timely fashion; 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 Nasdaq 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 a "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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.1 Settlement Agreement and Release between SPAR Group, Inc., Robert G. Brown and SPAR Business Services, Inc.

10.2 Settlement Agreement and Release Exhibit A – Claimant’s Dismissal of Claims with Prejudice.

10.3 Settlement Agreement and Release Exhibit B – Respondent’s Dismissal of Counterclaims and Claims with Prejudice.

10.4	Settlement Agreement and Release Exhibit C – CIC-Related Side Letter.
99.1	Press Release announcing the Settlement Agreement and Release between SPAR Group, Inc., Robert G. Brown and SPAR Business Services, Inc.

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: May 5, 2026
	By:	/s/ William Linnane
		William Linnane, President and CEO

Exhibit 99.1

For Immediate Release

Media Contact: Ronald Margulis RAM Communications 908-272-3930 ron@rampr.co Investor Relations Contact:
Sandy Martin
Three Part Advisors
214-616-2207
smartin@threepa.com

SPAR Group and Founder Robert G. Brown Agree to Unified Path Forward

CHARLOTTE, NC — May 5, 2026 — SPAR Group, Inc. (NASDAQ: SGRP), a leading provider of merchandising and retail solutions, today announced that it has reached an agreement with company co-founder and former CEO Robert G. Brown, reflecting a mutual desire to focus on growing the business and creating value for shareholders. Brown now supports the company’s current leadership team and strategic plan and looks forward to working with SPAR in a manner that is aligned with the interests of all shareholders and stakeholders.

“I am glad this matter has been resolved. I believe the resolution is in the best interests of shareholders and allows the Company to move forward with a renewed focus on shareholder value,” said Brown. “As a significant shareholder and founder, I remain committed to supporting long-term shareholder value and constructive engagement that benefits all shareholders.”

James Gillis, Executive Chairman of the Board, welcomed the agreement, and emphasized the importance of alignment across the company’s stakeholders. “Bob has been an important figure in SPAR’s history and remains a major shareholder,” he said. “We appreciate his decision to support the company’s current direction and to move beyond public disputes that did not reflect the progress the team is making. This understanding allows all of us to focus on executing our strategy, strengthening our relationships with clients and delivering improved long-term returns for shareholders.”

Gillis noted that SPAR has undertaken a series of leadership and strategic actions in the past year to sharpen its focus on core markets, improve profitability and build a structurally leaner, growth-oriented organization.

William Linnane, President & CEO, said the agreement with Brown supports the company’s efforts to deliver consistent performance and innovation for its retail and brand partners.

“Our team has been intensely focused on transforming SPAR into a more agile, performance-driven company, and we are seeing encouraging momentum across the business,” Linnane said. “Having Bob’s clear commitment to support management, while refraining from disruptive public campaigns, creates a more constructive environment for everyone involved with SPAR.”

Linnane added that the company remains committed to investing in technology, data and operational capabilities to help clients win in an increasingly dynamic retail landscape and is enthusiastic about the recently announced partnership with ReposiTrak, Inc. to upgrade SPAR’s technology infrastructure. “We are optimistic about the road ahead and believe that with alignment among our shareholders, directors and leadership team, Without the recent distractions, SPAR is now well positioned to capture new opportunities and enhance value for all stakeholders,” he said.

Path Forward

Under the arrangement between SPAR and Brown, the parties have agreed to address any future disagreements through direct dialogue rather than media or market campaigns, subject to applicable law and fiduciary duties. Brown will continue to exercise his rights as a shareholder, including through existing board representation, while supporting the company’s stated objectives and refraining from activities that could undermine management’s ability to execute its strategy.

All parties expressed confidence that the understanding will foster a more unified and productive environment for SPAR Group as it advances its plans to drive growth in North America, deepen customer partnerships and pursue disciplined, profitable expansion.

About SPAR Group, Inc.

SPAR Group is an innovative services company offering comprehensive merchandising and distribution solutions to retailers and brands. We provide the resources and analytics that improve brand experiences and transform retail spaces. We offer a unique combination of scale and flexibility with a passion for client results that separates us from the competition. For more information, please visit the SPAR Group’s website at http://www.sparinc.com.

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Abstract

SPAR Group of Charlotte, N.C., and company co-founder and former chief executive officer Robert G. Brown have reached an understanding that affirms a shared commitment to the company’s long-term success and to constructive engagement among all stakeholders. Brown has expressed his support for SPAR’s current management and strategic direction and his intention to contribute to a more collaborative environment around the company.

FAQ

What agreement did SPAR Group (SGRP) enter with Robert G. Brown on May 1, 2026?

SPAR Group entered into a Settlement Agreement and Release with co-founder Robert G. Brown and SPAR Business Services, Inc. The agreement resolves an arbitration between the parties and sets terms intended to support a more unified and collaborative corporate environment going forward.

How did the SPAR Group settlement affect the Change of Control agreement?

As part of the settlement, Robert G. Brown agreed to extend the Change of Control, Voting and Restricted Stock Agreement dated January 28, 2022, to January 28, 2028. He also agreed to release certain terms of that agreement, refining aspects of the prior governance arrangements.

What is Robert G. Brown’s current stance toward SPAR Group (SGRP) leadership?

Robert G. Brown has expressed support for SPAR’s current leadership team and strategic plan. As a significant shareholder and founder, he emphasized his commitment to long-term shareholder value and constructive engagement that benefits all shareholders and stakeholders of the company.

How will SPAR Group and Robert G. Brown handle future disagreements?

Under the arrangement, SPAR Group and Robert G. Brown agreed to address future disagreements through direct dialogue rather than media or market campaigns, subject to applicable law and fiduciary duties. This approach is intended to foster a more unified and productive environment for the company.

Does Robert G. Brown retain influence at SPAR Group after the settlement?

Yes. Brown will continue to exercise his rights as a shareholder, including through existing board representation. At the same time, he has committed to support the company’s stated objectives and refrain from activities that could undermine management’s ability to execute its strategy.

What strategic priorities did SPAR Group highlight alongside this settlement?

SPAR Group highlighted efforts to sharpen focus on core markets, improve profitability and build a lean, growth-oriented organization. Management also pointed to investments in technology and data, including a partnership with ReposiTrak, to better serve retail and brand partners.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 11.0 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 26.2 KB
• EX-10.2 EXHIBIT 10.2 5.0 KB
• EX-10.3 EXHIBIT 10.3 6.8 KB
• EX-10.4 EXHIBIT 10.4 17.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB