SPAR Group, Inc. (SGRP) sees ReposiTrak build 31.4% ownership stake

Rhea-AI Filing Summary

ReposiTrak, Inc., a Nevada software-as-a-service company, now beneficially owns 8,900,406 SPAR Group common shares, representing 31.4 % of SPAR Group, Inc.’s outstanding common stock. This percentage is based on 28,320,560 shares outstanding, derived from 25,129,991 shares as of May 5, 2026 plus 3,190,569 shares issued on May 29, 2026.

On July 1, 2026, ReposiTrak used approximately $3,296,886 of working capital to purchase 4,709,837 shares. Within the past 60 days, it also acquired 3,190,569 shares in lieu of $2,325,000 otherwise payable under a March 13, 2026 Services Agreement, electing stock compensation valued using the five-day VWAP. The stake is held for investment, though ReposiTrak may buy or sell shares and may engage with SPAR’s board, management, or other holders, and the disclosure notes this ownership level may be deemed capable of influencing control.

Key Figures

Beneficial ownership: 8,900,406 shares Ownership percentage: 31.4 % Shares outstanding baseline: 25,129,991 shares +5 more

8 metrics

Beneficial ownership 8,900,406 shares ReposiTrak common shares of SPAR Group directly owned as of the reporting date

Ownership percentage 31.4 % Percentage of SPAR Group common stock outstanding held by ReposiTrak

Shares outstanding baseline 25,129,991 shares SPAR Group common shares outstanding as of May 5, 2026

Additional shares issued 3,190,569 shares SPAR Group shares issued on May 29, 2026 and included in total outstanding

Shares purchased July 1, 2026 4,709,837 shares Shares bought by ReposiTrak using cash on July 1, 2026

Cash used for July 1 purchase $3,296,886 Approximate aggregate cash ReposiTrak spent to buy 4,709,837 shares

Shares received for services 3,190,569 shares Shares acquired in lieu of $2,325,000 cash under the Services Agreement

Service fees paid in stock $2,325,000 Amount otherwise payable in cash that was settled in SPAR Group shares

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Services Agreement, +1 more

5 terms

beneficially owned regulatory

"shares of Common Stock of the Issuer beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Dispositive Power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Services Agreement financial

"under the terms of a Services Agreement by and between the Reporting Person and the Issuer"

volume weighted average price ("VWAP") financial

"valued based upon the volume weighted average price ("VWAP") of Client Stock"

VWAP, or volume weighted average price, shows the average price at which a stock has traded throughout the day, giving more importance to prices where more shares were bought or sold. It helps traders see the overall market trend and decide if a stock is fairly valued, much like finding the average speed of a car by giving more weight to the times when it traveled faster or slower.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/20/2026 - 05:15 PM Accepted by SEC EDGAR 07/20/2026 - 05:15 PM Learn about SEC filing dates

FAQ

How many SGRP shares does ReposiTrak now beneficially own and what is the percentage?

ReposiTrak beneficially owns 8,900,406 shares of SPAR Group common stock, representing 31.4 % of the outstanding shares. The percentage is based on 28,320,560 shares outstanding, combining prior shares and a May 29, 2026 issuance.

How did ReposiTrak acquire its recent stake in SPAR Group (SGRP)?

On July 1, 2026, ReposiTrak used approximately $3,296,886 of working capital to buy 4,709,837 shares. In the past 60 days, it also received 3,190,569 shares as equity compensation under a Services Agreement instead of cash fees.

What baseline share count did ReposiTrak use to calculate its 31.4 % SGRP ownership?

The 31.4 % figure is based on 28,320,560 SPAR Group shares outstanding. This comes from 25,129,991 shares reported outstanding as of May 5, 2026, plus 3,190,569 shares issued on May 29, 2026.

What is the purpose of ReposiTrak’s investment in SPAR Group (SGRP)?

ReposiTrak states the shares were acquired for investment purposes. It may review its position on an ongoing basis, potentially buying more or selling shares and communicating with SPAR’s board, management, other security holders, or third parties about strategic alternatives.

What are the key terms of the Services Agreement between ReposiTrak and SGRP?

Under a March 13, 2026 Services Agreement, ReposiTrak provides consulting and related services for one year. It elected to receive Client Stock instead of cash, with share value based on the five-day VWAP immediately preceding each issuance date.

When did the event triggering this SGRP ownership disclosure occur?

The event date is July 1, 2026, when ReposiTrak purchased 4,709,837 shares for approximately $3,296,886. This purchase, combined with prior holdings and shares received for services, brought its beneficial ownership above key disclosure thresholds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SPAR Group, Inc.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

784933103

(CUSIP Number)

John Merill, CFO
ReposiTrak, Inc., 5282 South Commerce Drive, Suite D292
Murray, UT, 84107
(435) 645-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 784933103

1

Name of reporting person

ReposiTrak, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,900,406.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,900,406.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,900,406.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.01 per share
(b)	Name of Issuer: SPAR Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 110 EAST BOULEVARD, SUITE 1600, CHARLOTTE, NORTH CAROLINA , 28203.
Item 2.	Identity and Background
(a)	This Statement is being filed by ReposiTrak, Inc., a Nevada corporation ("ReposiTrak" or the "Reporting Person").
(b)	The business address of the Reporting Person is 5282 South Commerce Drive, Suite D292, Murray, Utah 84107.
(c)	The principal business the Reporting Person is a software-as-a-service which operates a business-to-business e-commerce, compliance & traceability, and supply chain management platform.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a Nevada corporation.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 1, 2026, the Reporting Person used approximately $3,296,886 in the aggregate to purchase 4,709,837 shares of Common Stock of the Issuer (the "Shares"). The source of the funds used to acquire the Shares is the working capital of the Reporting Person. Shares of Common Stock of the Issuer held by the Reporting Person prior to the acquisition of such Shares were acquired with working capital of the Reporting Person and under the terms of a Services Agreement by and between the Reporting Person and the Issuer.
Item 4.	Purpose of Transaction
	The Shares were acquired for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Person may from time to time acquire additional securities of the Issuer or dispose of all or a portion of its investment in the Issuer. The Reporting Person intends to review its investment in the Issuer on an ongoing basis and, in the course of its review, may take actions with respect to its investment or the Issuer, including communicating with the board of directors of the Issuer (the "Board"), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. This Schedule 13D filing is occasioned solely by the Reporting Person's beneficial ownership of more than 5% of the presently outstanding shares of Common Stock of the Issuer as a result of the investment described in Item 3. The Reporting Person's ownership as a percentage of the outstanding shares of Common Stock of the Issuer may be deemed to have the resulting effect of changing or influencing the control of the Issuer, notwithstanding that the shares of Common Stock of the Issuer beneficially owned by the Reporting Person were acquired in the ordinary course of its business and were not acquired for the purpose of changing or influencing the control of the Issuer. Except as described herein, the Reporting Person has no present plans, proposals or intentions which would result in or relate to any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Person may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board or other third parties regarding such matters.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Person directly owns 8,900,406 shares of Common Stock of the Issuer representing 31.4% of the Common Stock outstanding. The foregoing percentage is calculated based on 25,129,991 shares of the Issuer's Common Stock outstanding as of May 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 12, 2026, together with an additional 3,190,569 shares issued on May 29, 2026 as reported in the Issuer's Current Report on Form 8-K filed on June 3, 2026, for an aggregate of 28,320,560 shares outstanding as of the date of this Schedule 13D.
(b)	See 5(a) above.
(c)	Information set forth under Item 3 of this Schedule 13D is incorporated by reference herein. In the past 60 days, the Reporting Person acquired 3,190,569 shares of Common Stock of the Issuer in consideration of payment of $2,325,000 otherwise payable to the Company under the terms of a Services Agreement by and between the Reporting Person and the Issuer.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person and the Issuer are parties to that certain Services Agreement dated March 13, 2026, as amended (the "Agreement"), whereby the Reporting Person agreed to provide certain consulting and related services to the Issuer for a one-year term beginning March 13, 2026 (the "Services"). In accordance with the terms of the Agreement, the Reporting Person elected to receive payment for the Services from the Issuer in shares of Common Stock of the Issuer ("Client Stock") in lieu of cash or a combination thereof, as provided under the Agreement. The issuance of Client Stock was valued based upon the volume weighted average price ("VWAP") of Client Stock for the five (5) trading days immediately preceding the issuance date.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ReposiTrak, Inc.

Signature:	/s/ John Merrill
Name/Title:	Chief Financial Officer
Date:	07/20/2026