SPAR Group (NASDAQ: SGRP) to Trade on OTCQB After Nasdaq Delisting

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SPAR Group, Inc. reports that its common stock will be delisted from The Nasdaq Stock Market and will begin trading on the OTCQB Venture Market under the same ticker, SGRP, effective at the open of trading on July 23, 2026. This follows a Nasdaq determination letter previously notifying the company that its shares would be delisted and trading suspended absent a successful appeal.

The company states that this transition does not affect its operations, commitments to customers, employees and partners, or its obligations as an SEC reporting company. Shareholders are not required to take any action in connection with the move, and the common stock will remain eligible for electronic trading through broker-dealers once quotations become available on an over-the-counter market.

Positive

None.

Negative

Common stock delisted from Nasdaq and moved to trade on the OTCQB Venture Market effective July 23, 2026, marking a shift away from a major national exchange.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

OTCQB trading start date: July 23, 2026 Announcement date: July 22, 2026 Par value per share: $0.01 +1 more

4 metrics

OTCQB trading start date July 23, 2026 Effective date SGRP common stock begins trading on OTCQB Venture Market

Announcement date July 22, 2026 Date SPAR Group announced Nasdaq delisting and OTCQB transition

Par value per share $0.01 Par value of SPAR Group, Inc. common stock

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

Key Terms

OTCQB Venture Market, delisted, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

OTCQB Venture Market market

"common stock will be delisted from Nasdaq and begin trading on the OTCQB Venture Market"

The OTCQB Venture Market is a tier of the over‑the‑counter (OTC) trading platform that groups early‑stage, smaller companies that do not meet the stricter requirements of higher OTC tiers. It gives investors a way to buy and sell shares in these higher‑risk, less mature firms with generally lower reporting and transparency standards; think of it as a marketplace’s “starter lane” where potential is available but uncertainty and volatility are higher, so investors should expect greater risk and do extra homework.

delisted regulatory

"its common stock will be delisted from The Nasdaq Stock Market"

Delisted means a company's shares have been removed from a public stock exchange and are no longer traded on that venue. For investors this matters because it reduces ease of buying or selling the stock, cuts off regular price discovery and exchange oversight, and can signal regulatory or financial problems; it's like a product being pulled from a supermarket shelf and only available through harder-to-find channels.

forward-looking statements regulatory

"This Press Release contains forward-looking statements within the "safe harbor" provisions"

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

"within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995"

safe harbor regulatory

"within the "safe harbor" provisions of the Private Securities Litigation Reform Act"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

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Understanding 8-K Material Events →

Available on EDGAR 07/23/2026 - 04:08 PM Accepted by SEC EDGAR 07/23/2026 - 04:08 PM

FAQ

What listing change did SPAR Group (SGRP) disclose?

SPAR Group disclosed that its common stock will be delisted from Nasdaq and begin trading on the OTCQB Venture Market on July 23, 2026. The shares will keep the SGRP ticker and remain eligible for electronic trading through broker-dealers.

When will SGRP start trading on the OTCQB Venture Market?

SGRP common stock is scheduled to begin trading on the OTCQB Venture Market at the open of trading on July 23, 2026. The company stated that the ticker symbol will remain SGRP following the transition from The Nasdaq Stock Market.

Does the Nasdaq delisting affect SPAR Group (SGRP)'s operations?

SPAR Group states that the transition from Nasdaq to OTCQB does not affect its operations. The company also notes that its commitments to customers, employees, partners and its obligations as an SEC reporting company remain unchanged by this listing change.

Are SPAR Group (SGRP) shareholders required to take action due to the OTCQB move?

Shareholders are not required to take any action in connection with the Nasdaq delisting and transition to OTCQB. The company indicates that its common stock will continue to be eligible for electronic trading through broker-dealers once quotations are available.

Where can investors find more information about SPAR Group (SGRP)'s risks and filings?

Investors can review SPAR Group’s Annual Report on Form 10-K for the year ended December 31, 2025, its 2026 Proxy Statement and Quarterly Reports on Form 10-Q. These and other SEC reports provide additional risk factors and financial information.

Will SPAR Group (SGRP) remain an SEC reporting company after the Nasdaq delisting?

Yes. SPAR Group confirms that its obligations as an SEC reporting company remain in place after moving to the OTCQB. The company will continue to file periodic reports and other required documents with the Securities and Exchange Commission.

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): July 22, 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.'s ("SGRP" or the "Corporation", and together with its subsidiaries, the "Company", "SPAR" or "SPAR Group") shares of common stock, par value $0.01 ("Common Stock") were suspended from trading on the Nasdaq Stock Market LLC ("Nasdaq") and began trading on the OTCQB Venture Market the ("OTCQB"), operated by OTC Markets Group, Inc., under the trading symbol "SGRP" effective at the open of trading on July 23, 2026. The Company 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 8.01 - Other Events.

As previously disclosed, the Company received a determination letter from Nasdaq notifying the Company that its Common Stock would be delisted from Nasdaq and that trading would be suspended absent a successful appeal. On July 22, 2026, the Company announced that its Common Stock would begin trading on the OTCQB effective at the open of trading on July 23, 2026, under the same ticker symbol, “SGRP”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 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 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.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

99.1	Press Release announcing the transition from Nasdaq to the OTCQB Market.

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: July 23, 2026
	By:	/s/ Steve Hennen
		Steve Hennen, Chief Financial Officer, Secretary and Treasurer

Exhibit 99.1

SPAR Group, Inc. Transitions from NASDAQ to the OTCQB Market

CHARLOTTE, NC, July 22, 2026– SPAR Group, Inc. (NASDAQ: SGRP) (“SPAR”, “SPAR Group” or the “Company”), an innovative services company offering comprehensive merchandising, marketing and distribution solutions to retailers and brands throughout the United States and Canada, today announces that its common stock will be delisted from The Nasdaq Stock Market and begin trading on the OTCQB Venture Market effective at the open of trading on July 23, 2026, under the same ticker symbol, SGRP.

“Our focus remains on executing our business strategy and creating long-term value for our shareholders,” said William Linnane, SPAR Group’s President and Chief Executive Officer. “This transition does not affect our operations, our commitment to our customers, employees and partners, or our obligations as an SEC reporting company.”

Shareholders are not required to take any action as a result of the Nasdaq delisting and transition to the OTCQB. The Company’s common stock will remain eligible for electronic trading through broker-dealers once quotations become available on an over-the-counter market.

About SPAR Group, Inc.

SPAR Group is an innovative services company offering comprehensive merchandising, marketing, and distribution solutions to retailers and brands throughout the United States and Canada. SPAR Group provides the resources and analytics that improve brand experiences and transform retail spaces. The company offers 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.

Cautionary Note Regarding Forward-Looking Statements

This Press Release (this "Press Release") 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 may include (without limitation) statements regarding risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): 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 manufacturers 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 Annual Report for 2025 referenced below.

The information contained in this Press Release 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 Press Release or any SEC 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.

Investor Relations Contact:

Three Part Advisors, LLC

Sandy Martin or Phillip Kupper

smartin@threepa.com; pkupper@threepa.com

214-616-2207

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 13.3 KB