Welcome to our dedicated page for SPAR Group SEC filings (Ticker: SGRP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
SPAR Group, Inc. filings document the public-company record for a Delaware retail services issuer with common stock listed on Nasdaq under SGRP. The filings cover operating results and guidance, merchandising and distribution service disclosures, capital structure, risk factors, and material agreements affecting the company's financing and operating subsidiaries.
SPAR Group's SEC record also includes proxy materials for director elections and auditor ratification, Form 8-K reports on changes in certifying accountant, bylaw amendments, settlement and voting-related arrangements, unsecured debt financing, and Nasdaq listing-compliance disclosures. These reports frame the company's governance, shareholder matters, reporting controls, and continued-listing status alongside its U.S. and Canada retail services business.
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. is asking stockholders to approve a one-for-five reverse stock split of its common stock, plus authority to adjourn the special meeting if more proxy votes are needed. The reverse split can be implemented any time before July 6, 2027 at the Board’s discretion.
The main goal is to help address Nasdaq’s $1.00 minimum bid requirement after the company received a non-compliance notice, and to preserve Nasdaq Capital Market listing. The split would not change total authorized shares, so it would increase the number of authorized but unissued shares available for future financings and other corporate uses.
Each holder would generally keep the same ownership percentage, with fractional shares rounded up to one whole share. The record date is June 16, 2026, when 28,398,560 shares were outstanding, and a quorum requires at least 14,199,280 shares represented. The Board unanimously recommends voting “FOR” both the reverse split and adjournment proposals.
SPAR Group, Inc. ten percent owner Robert G. Brown reported a bona fide gift of 4,000 shares of common stock. This non-market transfer reduced his direct holdings to 2,877,389 shares. The filing also lists indirect holdings of 538,194 shares through SPAR Business Services, Inc. and 3,000,000 shares through Innovative Global Technologies LLC, reflecting additional positions associated with Brown.
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. is asking stockholders to approve a Charter Amendment to effect a one-for-five (1:5) reverse stock split of its common stock, with the Board authorized to implement the split at any time prior to July 6, 2027. The Special Meeting will be held virtually on July 6, 2026. The Board cites Nasdaq minimum bid-price noncompliance (closing bid below $1.00) and a July 13, 2026 compliance deadline as primary context for the proposal. If approved, no fractional shares will be issued; holders otherwise entitled to fractional shares will receive one whole post-split share. The proposal would not change authorized shares (47,000,000) or par value ($0.01), but would reduce outstanding shares by a 5:1 ratio and increase available unissued shares for corporate purposes. The Board recommends a vote FOR the Reverse Stock Split Proposal and for the related Adjournment Proposal.
SPAR Group, Inc. insider Robert G. Brown reported an open-market sale of 10,000 shares of common stock at $0.85 per share. After this transaction, he directly holds 2,881,389 shares. He also has indirect holdings of 538,194 shares through SPAR Business Services, Inc. and 3,000,000 shares through Innovative Global Technologies LLC.
Footnotes state that his wife, Jean Brown, owns 45,000 shares for which he disclaims beneficial ownership, and that estimated shares are deemed beneficially owned through a defined benefit pension trust due to receiving a pension.
ReposiTrak, Inc. reports beneficial ownership of 4,190,569 shares of SPAR Group, Inc. common stock, representing 14.8% of the class. The filing cites 25,129,991 shares outstanding as of May 5, 2026 and notes an additional 3,190,569 shares issued on May 29, 2026, for an aggregate of 28,320,560 shares outstanding as of the filing. The filer states sole voting and sole dispositive power over the reported shares.
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 weaker results for the quarter ended March 31, 2026, as net revenues fell to $30.5 million from $34.0 million, a 10.3% decline driven mainly by softer U.S. remodel activity. Despite slightly higher gross margin, higher selling, general and administrative costs and $0.2 million of restructuring and severance led to an operating loss.
The Company swung to a net loss of $0.6 million, or $(0.02) per share, compared with net income of $0.5 million, or $0.02 per share, a year earlier. Adjusted EBITDA decreased to $0.7 million from $1.5 million, reflecting lower volume and higher overhead.
SPAR increased its use of financing, with lines of credit rising to $22.9 million and total unsecured debt to $5.0 million, including a new $4.0 million unsecured loan from PC Group that came with 1,000,000 common shares as equity consideration. Management believes existing credit facilities and cash flows can support near-term needs, but disclosure controls and procedures were deemed not effective due to material weaknesses in internal control over financial reporting.
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.