SPAR Group (SGRP) Insider Vesting: 96,154 RSUs Accelerated, 630,000 Options Disclosed

Rhea-AI Filing Summary

SPAR Group, Inc. (SGRP) reporting person Michael R. Matacunas, CEO and Director, had restricted stock units accelerate and vest in full on September 2, 2025 under a Transition Agreement. The 2025 inducement award originally granted 96,154 RSUs (issued May 15, 2025) became payable and were recorded as acquired on September 2, 2025. To satisfy tax withholdings, 28,915 shares were withheld at an effective price of $1.17 per share. After these transactions Matacunas beneficially owned 263,120 shares (before withholding) and 234,205 shares (after withholding) as reported. He also holds options to buy 630,000 shares at an exercise price of $1.90, which vested in 2022 and remain exercisable subject to the Transition Agreement and original expiration terms.

Positive

• RSUs accelerated and vested, providing clarity on executive compensation realization
• Major option pool disclosed: 630,000 options outstanding at $1.90, giving transparency on potential future dilution

Negative

• Significant withholding of 28,915 shares reduced net shares received by the reporting person
• Potential dilution from 630,000 exercisable options if exercised in the future

Insights

Corporate Governance Expert

TL;DR: Acceleration of RSU vesting under a Transition Agreement created immediate insider ownership and tax withholding activity without new cash proceeds.

The filing documents a typical executive transition arrangement where outstanding equity awards accelerated and vested. The acceleration increases the reporting persons realized economic exposure to the company through vested shares while a portion was withheld to meet tax obligations, reducing net share receipt. The continuing presence of 630,000 options at $1.90 per share represents potential future dilution if exercised; exercise timing is governed by the Transition Agreement and original grant terms. This disclosure is procedural and not indicative of corporate operational changes.

Securities Analyst

TL;DR: Insider received 96,154 RSUs that vested; 28,915 shares withheld for taxes; sizable option position remains.

From an investor perspective, the report signals equity monetization mechanics rather than an open-market sale. The withheld shares reduce the incremental share count the reporting person retains, while the outstanding 630,000 options at $1.90 could be dilutive if exercised, though exercise requires payment and is subject to timing constraints. No sale or open-market disposal is reported here, limiting immediate market impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matacunas Mike R.

(Last) (First) (Middle)

C/O SPAR GROUP, INC.

1910 OPDYKE COURT

(Street)

AUBURN HILLS MI 48326

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPAR Group, Inc. [ SGRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value(1)(2)	09/02/2025		M		96,154	A	$0(4)	263,120(5)	D
Common Stock, $.01 par value(1)(2)(3)	09/02/2025		M		28,915	D	$1.17(3)	234,205(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units, Based on Common Stock $.01 par value(1)(2)	$0	09/02/2025(1)(2)		M			96,154	09/02/2025	(4)	Common Stock, $.01 par value	96,154	$0	0	D

Explanation of Responses:

1. As previously reported, on February 22, 2021, the Reporting Person received an inducement award approved by the Board of Directors of SPAR Group, Inc. (the "Issuer") for Restricted Stock Units ("RSUs") for $100,000 of shares of the Issuer's Common Stock, issuable on May 15 of each year he remains employed by the Issuer (the "Continuing Award"), which commenced in 2022.

2. As previously reported, on May 15, 2025, under the Continuing Award (see footnote (1), above), the Reporting Person automatically received from the Issuer RSUs for 96,154 shares of the Issuer's Common Stock (the "2025 RSUs") based on the market price of $1.04 per share on May 14, 2025 (the last trading day preceding the 2025 RSU issuance date). The 2025 RSUs were to become payable (at the option of the Issuer) either in cash or Common Stock on May 15, 2026 for no payment (other than tax withholdings). Subject to the Transition Agreement dated August 25, 2025, between the Issuer and the Reporting Person, the 2025 RSUs accelerated and vested in full on September 2, 2025.

3. Represents shares withheld upon vesting of 2025 RSUs to cover required tax withholdings.

4. Not applicable.

5. That beneficial ownership does not include the shares that could be acquired under the following options. As previously reported, on February 22, 2021, the Reporting Person received an inducement award approved by the Issuer's Board of Directors for options to purchase 630,000 shares of the Common Stock of the Issuer at an exercise price of $1.90 per share (which was the market price on February 22, 2021, the date the options were issued). On February 22, 2022, the options automatically vested and became exercisable at the option of the Reporting Person, which requires notice and payment of $1.90 per share to the Issuer to effect such exercise. The options were to automatically expire on February 22, 2031, however, subject to the Transition Agreement dated August 25, 2025, the options shall remain outstanding and exercisable until the earlier of three years after the end of the Transition Period and the expiration date set forth in the grant agreement of such options.

	/s/ Michael R. Matacunas	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What RSUs vested for Michael R. Matacunas on the Form 4 (SGRP)?

The filing shows 96,154 RSUs that were part of a 2025 inducement award and accelerated to vest on September 2, 2025.

How many shares were withheld for taxes on the SGRP Form 4?

28,915 shares were withheld upon vesting to cover required tax withholdings, reported at an effective price of $1.17.

What is the reporting person's beneficial ownership after the transactions?

The report lists 263,120 shares before accounting for option exclusions and 234,205 shares after the tax-withholding disposition.

Does the Form 4 disclose any outstanding options for the reporting person?

Yes. The filing discloses options to purchase 630,000 shares at an exercise price of $1.90, originally granted February 22, 2021, vested February 22, 2022.

Did the Form 4 report an open-market sale of shares by the insider?

No. The Form 4 reports accelerated vesting of RSUs and share withholding for taxes, not an open-market sale.