New stock options awarded at Sparta Commercial (OTCQB: SRCO)

Rhea-AI Filing Summary

Sparta Commercial Services, Inc. reported granting a series of unregistered stock options as equity compensation to its leadership, directors, and employees. On January 16, 2026, the company granted its CEO and Vice President of Operations five-year options covering an aggregate of 3,600,000 shares of common stock at an exercise price of $0.14 per share, vesting in three equal annual tranches over three years.

On the same date, each of the two independent directors received five-year options for 350,000 shares at $0.14 per share, also vesting over three years, as compensation for past board service. Employees received additional five-year non-qualified options covering an aggregate of 260,000 shares on the same terms. The exercise price was set at 110% of the closing price of the common stock over the thirty consecutive trading days immediately before the grant date, subject to a minimum trading volume condition.

The company treated these grants as exempt from registration under Section 4(a)(2) of the Securities Act, with recipients representing investment intent and having access to company information through their relationships with Sparta.

false 0000318299 0000318299 2026-01-15 2026-01-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20544

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026

SPARTA COMMERCIAL SERVICES, INC.

(Exact name of Company as specified in its charter)

Nevada		000-09483		30-0298178
(State or other jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification Number)

555 Fifth Avenue, 14th Floor

New York, New York 10017

(Address of principal executive offices)

(212) 239-2666

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $0.01 par value		SRCO		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On January 16, 2026, Sparta Commercial Services, Inc. (the “Company”) granted its CEO, Anthony L Havens and Vice President of Operations, Sandra L Ahman, five year options to purchase an aggregate of 3,600,000 shares of the Company’s common stock at $0.14 per share. The options vest in three equal tranches over three years.

On January 16, 2026, the Company granted to each of its two independent Directors five year options to purchase 350,000 shares of the Company’s common stock at $0.14 per share. The options vest in three equal tranches over three years. These options represent compensation for past service on the board.

On January 16, 2026, five year non-qualified stock options in an aggregate of 260,000 shares of the Company’s common stock at $0.14 per share were issued by the Company to employees. The options vest in three equal tranches over three years.

The stock options granted pursuant to the Stock Option Agreements have five year terms, vest in three equal tranches over three years, and have an exercise price of $0.14 which was 110% of the closing price of the Company’s common stock for the thirty consecutive trading days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof. All recipients had adequate access, through their relationships with the Company, to information about the Company.

The foregoing disclosure of the Stock Option Agreements set forth in this Section 3.02 does not purport to be complete and is qualified in its entirety by reference to the Stock Option Agreements, which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 of this Current Report and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

	(D) Exhibits
	Exhibit No.		Description
	4.1		Anthony L. Havens Stock Option Agreement
	4.2		Sandra L. Ahman Stock Option Agreement
	4.3		Kristian Srb Stock Option Agreement
	4.4		Jeffrey Bean Stock Option Agreement
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SPARTA COMMERCIAL SERVICES, INC.
	Dated: January 20, 2026	/s/ Anthony L. Havens

FAQ

What equity awards did Sparta Commercial (SRCO) grant on January 16, 2026?

On January 16, 2026, Sparta Commercial granted five-year stock options to executives, independent directors, and employees, all exercisable at $0.14 per share and vesting in three equal tranches over three years.

How many Sparta Commercial (SRCO) stock options were granted to executives and directors?

The CEO and Vice President of Operations received options on an aggregate of 3,600,000 shares, while each of the two independent directors received options on 350,000 shares of common stock.

What terms apply to the employee stock options at Sparta Commercial (SRCO)?

Employees received five-year non-qualified stock options covering an aggregate of 260,000 shares at an exercise price of $0.14 per share, vesting in three equal tranches over three years.

How was the $0.14 exercise price determined for Sparta Commercial (SRCO) options?

The exercise price of $0.14 was set at 110% of the closing price of Sparta Commercial’s common stock for the thirty consecutive trading days immediately before the grant date, using only days with at least 100 shares traded.

Are the new Sparta Commercial (SRCO) stock options registered with the SEC?

The stock options were issued as unregistered securities and treated as exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

Who received Sparta Commercial (SRCO) stock options as compensation for past board service?

Each of Sparta Commercial’s two independent directors received five-year options to purchase 350,000 shares of common stock at $0.14 per share as compensation for past service on the board.