Every 8-K that SPAR GROUP INC (SGRP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SGRP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SGRP filings page.
SPAR Group, Inc. reported results for the quarter and six months ended June 30, 2026, highlighting a return to profitability. For the second quarter, net revenues were $36.9 million compared with $38.6 million in 2025, reflecting a deliberate shift away from lower-return remodel work toward higher-margin merchandising services. Net income was $0.4 million, or $0.02 diluted EPS, versus a slight loss in the prior-year quarter, and Adjusted Net income rose to $0.8 million. Adjusted EBITDA increased to $2.1 million from $1.3 million, supported by lower selling, general and administrative expenses and stabilized gross margins.
For the first half of 2026, net revenues were $67.4 million versus $72.7 million a year earlier, with a net loss of $0.1 million compared with net income of $0.5 million. Consolidated Adjusted EBITDA for the period was $2.9 million, roughly flat year-over-year. The company reported total assets of $53.0 million and stockholders’ equity of $3.2 million as of June 30, 2026, up from $0.6 million at year-end 2025. Working capital was described as positive $25.8 million, excluding lines of credit and the current portion of long-term debt, with cash and cash equivalents of $2.9 million. Operating activities used $8.7 million of cash in the first half, driven by growth-related working capital needs. Management revised full-year 2026 guidance to reflect lower expected remodel revenue but a greater focus on margins, earnings quality and long-term shareholder value.
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.
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.
SPAR Group, Inc. reported that Nasdaq’s Listing Qualifications Staff issued a written notice on July 14, 2026 determining to delist the Company’s common stock from The Nasdaq Capital Market at the opening of business on July 23, 2026, unless SPAR requests an appeal by July 21, 2026. This followed prior findings that the Company failed to meet the Bid Price Rule, requiring a minimum $1.00 closing bid for 30 consecutive business days, and the Stockholders’ Equity Rule, requiring at least $2,500,000 in stockholders’ equity.
Stockholders held a Special Meeting on July 10, 2026, with 14,229,764 shares, or 50.11% of the 28,398,560 shares outstanding as of the June 16, 2026 record date, represented. They voted against a proposed one‑for‑five reverse stock split and against an adjournment proposal to solicit additional proxies, so neither measure was approved.
SPAR Group, Inc. reported that its July 6, 2026 special meeting of stockholders could not conduct any business because there was no quorum. As of the June 16, 2026 record date, 28,398,560 shares of common stock were outstanding and entitled to vote.
The special meeting was adjourned under the company’s bylaws and will reconvene virtually on July 10, 2026 at 12:00 p.m. Eastern Time. The record date remains June 16, 2026, and previously submitted valid proxies will be used at the reconvened meeting unless properly revoked.
SPAR Group, Inc. reported the results of its 2026 annual stockholders meeting. Shareholders re-elected seven directors by plurality vote, including John Bode, James R. Brown Sr., Tim Cook, James R. Gillis, Linda Houston, Panagiotis Lazaretos and William Linnane, to serve until the 2027 annual meeting.
As of the April 17, 2026 record date, 25,129,991 common shares were entitled to vote, and 20,780,402 shares, or 82.69%, were represented, satisfying quorum requirements. Stockholders approved, on an advisory basis, the engagement of Grant Thornton LLP as independent auditor for the year ending December 31, 2026.
They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the Board’s adoption of the 2026 Stock Compensation Plan, each by majority of votes cast. The filing also reiterates customary forward-looking statement cautions and risk factor references.
SPAR Group, Inc. entered into an amendment to its Services Agreement with ReposiTrak, Inc. allowing ReposiTrak to be paid in cash, SPAR common stock, or a mix of both. On May 29, 2026, ReposiTrak chose stock payment, and SPAR issued 3,190,569 shares of common stock at a deemed price of $0.728710119 per share, canceling $2,325,000 owed under the agreement. The shares were issued without restrictions other than securities laws, in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D, and sold only to accredited investors without general solicitation.
SPAR Group, Inc. reported first quarter 2026 results showing a strategic shift toward higher-margin recurring merchandising revenue but weaker overall earnings. Net revenues were $30.5 million versus $34.0 million a year earlier, a decline of about 10%, mainly from reduced U.S. remodel activity.
Gross margins improved to 22.3%, helped by growth in higher-margin U.S. merchandising and Canadian revenue, but the Company moved from net income of $462 thousand to a net loss of $553 thousand, or $(0.02) per diluted share. Operating results slipped from income of $1.0 million to a slight operating loss, while interest expense increased.
SPAR returned to positive EBITDA of $384 thousand and reported Adjusted EBITDA of $737 thousand, down from $1.5 million a year earlier, reflecting the intentional mix shift away from lower-margin remodel projects and restructuring and legal costs. Management reiterated full-year 2026 financial guidance and highlighted a target of 25% gross margins over the next 18–24 months.
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.
SPAR Group, Inc. filed a report announcing a change in its independent auditor. The Audit Committee and Board dismissed BDO USA, P.C. on April 6, 2026, and hired Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.
BDO’s audit reports for 2024 and 2025 were unqualified, and the company reports no disagreements with BDO over accounting, disclosure, or audit scope. The filing reiterates previously disclosed material weaknesses in internal control over financial reporting as of December 31, 2024, and notes that SPAR did not consult Grant Thornton on accounting matters before its engagement.
SPAR Group, Inc. reported receiving a Nasdaq notice that it no longer meets the requirement to maintain at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. Its 2025 Form 10-K reported stockholders’ equity of $622,000, triggering the deficiency.
Nasdaq also indicated that the Company does not currently meet alternative standards of a $35 million minimum market value of listed securities or minimum net income from continuing operations of $500,000 in the most recent year or two of the last three years. SPAR Group has 45 calendar days from the April 2, 2026 letter to submit a compliance plan, and Nasdaq may grant up to 180 calendar days from that date to evidence compliance if the plan is accepted.
SPAR Group, Inc. issued fiscal year 2026 guidance calling for net sales of $143 million to $151 million, up from $136.1 million in 2025, implying approximately 5% to 11% growth. The company expects this to be driven by a richer mix of higher-margin merchandising services supported by a strong business pipeline and long-standing retailer and CPG relationships.
SPAR targets 2026 gross margins of 20.5% to 22.5%, a significant increase from 15.9% in 2025, and plans to reduce SG&A (excluding unusual items) to $25.5 million to $26.5 million from $32.2 million. Management believes the current cost structure can support up to $180 million in revenue, creating operating leverage. The company also highlighted a recently completed $4.0 million capital raise, an on-demand merchandising partnership with ReposiTrak, and early efforts to use AI and automation to enhance efficiency and margins over time.
SPAR Group, Inc. reported a difficult 2025, with full-year net revenues of $136.1 million, down from $163.6 million in 2024 as the company exited international operations and focused on the U.S. and Canada. Despite 3.3% comparable growth in these core markets, SPAR posted a net loss of $24.6 million versus a $2.7 million loss in 2024, driven by weaker gross margins, restructuring costs, and higher expenses.
Adjusted EBITDA attributable to SPAR swung from a $5.6 million profit in 2024 to a $8.6 million loss in 2025, and stockholders’ equity fell sharply to $0.6 million from $24.3 million. Operating cash use was $18.4 million, reducing cash to $3.3 million at year-end.
Management highlighted transformational actions in 2025, including exiting global and joint venture arrangements, implementing a new ERP system, relocating headquarters, cutting overhead, and reshaping leadership. To bolster liquidity, SPAR amended and extended its asset-based lending facilities and, on March 14, 2026, entered a $4 million unsecured three-year loan at an 8% fixed rate, issuing 1 million shares at $0.80 to reduce the final principal payment.
SPAR Group, Inc. disclosed that its wholly owned subsidiary SPAR Marketing Force, Inc. entered into a $4,000,000 unsecured loan with PC Group, Inc. The Senior Unsecured Promissory Note carries a fixed 8% annual interest rate with monthly interest-only payments and a 36‑month term, maturing on March 16, 2029. As part of the financing, SPAR Group will issue 1,000,000 shares of common stock to PC Group at a deemed value of $0.80 per share, totaling $800,000, within thirty days of the Note’s execution. That $800,000 deemed value will reduce the final principal payoff amount, subject to adjustment if SPAR Group issues equity or convertible securities below $0.80 during the 36 months following the Note’s effective date. SPAR Group also joined the Note as an unconditional guarantor of all obligations.
SPAR Group, Inc. filed a current report describing that its Board of Directors adopted amendments to the company’s Amended and Restated By-Laws, effective January 22, 2026. The filing notes that this summary is qualified in its entirety by the full by-laws, which are attached as Exhibit 3.3.
The report also includes an extensive forward-looking statements section. It highlights risks such as collecting a termination fee from Highwire Capital, potential non-compliance with Nasdaq listing requirements, and the possible impact of selling certain subsidiaries on revenues, earnings and cash flows. Investors are directed to the 2024 Annual Report and other SEC reports for additional risk factors.
SPAR Group, Inc. reported that Nasdaq has notified the company its common stock no longer meets the exchange’s minimum bid price requirement of $1.00 per share, after trading below that level for 30 consecutive business days. Under Nasdaq’s rules, SPAR Group now has a 180‑day period to regain compliance. If during this time the stock’s closing bid price is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will confirm that the company is back in compliance and the matter will be closed.
SPAR Group, Inc. has appointed Steven Hennen as its Chief Financial Officer, effective December 8, 2025. The company announced the leadership change on December 10, 2025, positioning Hennen as both an executive and an officer who will report directly to President and CEO William Linnane.
Hennen brings more than 25 years of finance and operational leadership experience, including senior roles at Baker & Taylor, Red Ventures and several other companies, plus an early career at KPMG. Under his offer letter, he will receive a base salary of $375,000 per year and, starting in 2026, will be eligible for SGRP bonus plans with a performance bonus opportunity of up to 60% of base salary. The company also includes standard forward-looking statement cautions about risks and uncertainties.
SPAR Group, Inc. reported that it has released its financial results for the third quarter ended September 30, 2025, through a press release attached as Exhibit 99.1. The company also announced that on November 12, 2025, its Board of Directors appointed William Linnane as Chief Executive Officer and as a director to fill the CEO Board seat, effective immediately. Linnane previously served as the company’s Global Strategy & Growth Officer and then as President.
The report includes extensive forward-looking statements language highlighting risks related to collecting a termination fee from Highwire Capital, potential non-compliance with Nasdaq listing rules, and the possible impact of selling certain subsidiaries on revenues, earnings and cash, as well as broader uncertainties affecting the company’s financial condition and plans.
SPAR Group (SGRP) entered an Eighth Modification Agreement with North Mill Capital d/b/a SLR Business Credit, extending its secured revolving credit facility to October 10, 2027 and increasing borrowing capacity. The US Revolving Credit Facility rose to US$30 million, and the Canadian Revolving Credit Facility increased to US$6 million.
The amendment lifts caps on eligible unbilled accounts in the borrowing bases to US$15 million for the US borrower (from US$7 million) and US$2 million for the Canadian borrower (from CDN$800,000). Interest is Prime + 1.25%, with a minimum 6.75% per annum. Facility fees are 0.60% on benchmark advance amounts, plus US$6,000 at the first occurrence of each US$1.0 million increment (up to the respective limits). The Canadian facility’s minimum interest charges now assume a US$1,000,000 minimum outstanding balance (from US$500,000).
The lender issued limited waivers of specified defaults related to delayed July 31, 2025 and August 31, 2025 financial statements, compliance certificates, and certain Canadian corporate credit card indebtedness, subject to post-closing conditions. Covenants include maintaining positive trailing EBITDA and restrictions on indebtedness, compensation increases, capital expenditures, and non-ordinary course transactions.
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.
SPAR Group, Inc. (SGRP) reported executive leadership changes and related compensation arrangements. CEO Michael R. Matacunas resigned as President effective August 25, 2025 and will retire as CEO on October 3, 2025; the company agreed to pay a $2,000,000 retention bonus, keep his stock options exercisable for three years, and fully vest restricted stock units granted May 15, 2025. Termination of Matacunas' prior Change in Control Severance Agreement relieves the company of a potential $4,000,000 liability. William Linnane was promoted to President effective August 25, 2025 with a $415,000 base salary and an annual bonus opportunity up to 100% of base salary. Two senior officers, Ron Lutz and Kori Belzer, will resign effective August 29, 2025 and receive departure payments of $588,258 and $871,405 respectively; Lutz will also provide consulting services at $15,000 per month beginning September 8, 2025.
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.
SPAR Group, Inc. (SGRP) furnished a presentation titled "SPAR Midwest Ideas Conference Presentation" as Exhibit 99.1 to this Current Report on Form 8-K and intends to present to potential investors and advisers on August 27, 2025. The filing reiterates that SPAR's common stock trades on the Nasdaq under the symbol SGRP and references its previously filed 2024 Annual Report and other SEC Reports.
The filing contains selected adjusted historical data and forward-looking statements about the company's priorities and goals, and it emphasizes that such statements are subject to risks and uncertainties and will not be updated by the company. The company also identifies potential Nasdaq rule compliance risks without providing specific financial metrics or new transactions.
SPAR Group, Inc. (SGRP) filed an 8-K reporting governance changes and the release of second-quarter 2025 results. The filing states SGRP's common stock trades on Nasdaq under SGRP and refers to previously filed SEC reports, including the Amended 2024 Annual Report. On August 12, 2025, director William H. Bartels resigned (not due to any disagreement) and Tim Cook was appointed to the Bartels-designated board seat and named Governance Committee Chair and member of Audit and Compensation Committees. Also on August 12, 2025, John Bode and Linda Houston were appointed to the board with committee assignments. The filing references a press release for Q2 2025 results (Exhibit 99.1) and discloses forward-looking statement cautions, including potential Nasdaq compliance risks.
SPAR Group, Inc. (Nasdaq: SGRP) released the final voting results from its 12 June 2025 Annual Meeting, covering five shareholder proposals.
Quorum: 19,312,843 shares (82 % of the 23,449,701 outstanding) were present in person or by proxy, satisfying quorum requirements.
Board Elections (Proposal 1)
- Four nominees received more “For” than “Against” votes: William H. Bartels (14.29 m / 2.49 m), James R. Brown Sr. (11.16 m / 5.82 m), James R. Gillis (15.53 m / 2.24 m) and Panagiotis Lazaretos (11.15 m / 5.82 m).
- Three nominees received more “Against” than “For” votes: John Bode (8.02 m / 9.75 m), Linda Houston (8.04 m / 9.71 m) and Michael R. Matacunas (7.28 m / 10.47 m). After the meeting, the Board exercised its contractual right to re-appoint Mr. Matacunas to his dedicated seat.
Other Proposals
- Proposal 2 – Auditor Ratification: BDO USA, P.C. received 9.65 m “For” versus 9.63 m “Against” votes, with 32,933 abstentions.
- Proposal 3 – “Say-on-Pay”: 10.45 m shares voted “Against” executive compensation versus 7.18 m “For.”
- Proposal 4 – “Say-on-Frequency”: An overwhelming 17.51 m shares supported an annual advisory vote on executive compensation; two-year (10,662) and three-year (106,598) options drew minimal support.
- Proposal 5 – 2025 Stock Compensation Plan: 9.97 m shares voted “Against,” compared with 7.67 m “For.”
Governance context: SPAR’s 2022 By-Laws require at least three Super Independent Directors; currently only Messrs. Gillis, Bode and Houston qualify. Following the voting outcome, the Board must evaluate independence requirements alongside the retirement commitments made by non-reelected nominees.