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. 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. Chief Financial Officer Steven Michael Hennen purchased 78,000 shares of the company’s common stock on May 1, 2026. The shares, bought at $0.64 per share, brought his direct holdings to 133,000 shares.
According to a stock purchase agreement tied to his employment agreement, a one-time cash award was provided with the understanding that its after-tax proceeds would be used to buy these restricted treasury shares directly from the company.
SPAR Group, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on June 11, 2026. Investors will elect seven directors, ratify on an advisory basis the use of Grant Thornton LLP as auditor for 2026, and cast an advisory "Say on Pay" vote on named executive officer compensation.
They will also decide whether to ratify and approve a new 2026 Stock Compensation Plan, which would authorize up to 2,000,000 shares of common stock for equity awards through May 31, 2029. As of April 17, 2026, 25,129,991 common shares were outstanding and entitled to one vote each.
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. reports 2025 net revenues of $136.1 million, down 16.8% from $163.6 million in 2024, mainly because it exited international operations other than Canada. The company generated $122.1 million in U.S. revenue, up 3.9%, and $14.0 million in Canada revenue, down 2.1%.
SPAR recorded a loss from continuing operations of $24.6 million, compared with a $1.8 million loss in 2024, driven by higher cost of revenues, $32.2 million of SG&A, and $4.8 million in restructuring and severance tied to moving its headquarters to Charlotte and leadership changes. Adjusted EBITDA attributable to SPAR swung to a loss of $8.6 million from positive $5.6 million.
The company now operates only in the U.S. and Canada and focuses on merchandising, remodel, assembly, fulfillment, and analytics services. Two large clients represented about $22.8 million (16.8%) and $14.7 million (10.8%) of 2025 revenue. SPAR remediated prior internal control material weaknesses but warns of risks around a proposed all-cash acquisition by Highwire Capital and a Nasdaq notice over its sub‑$1.00 share price, which could lead to potential delisting if not resolved.
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. ten percent owner Robert G. Brown reported a small bona fide gift of 100 shares of common stock. After the gift, he directly owned 2,891,389 shares. He also indirectly owned 3,000,000 shares through Innovative Global Technologies LLC and 538,194 shares through SPAR Business Services, Inc.
The filing notes that his direct holdings include 55,000 shares owned by his wife, Jean Brown, for which he disclaims beneficial ownership, and estimated shares deemed beneficially owned in a defined benefit pension trust. This Form 4 amendment was filed solely to correct an administrative error in a prior footnote describing Jean Brown’s share holdings.