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ReposiTrak (NYSE: TRAK) invests $3.3M for 31.3% SPAR stake

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ReposiTrak, Inc. has entered into stock purchase agreements to acquire 4,709,837 shares of SPAR Group common stock for aggregate contingent consideration of about $3.3 million. Consideration includes a $100,000 non-refundable deposit, cash payments of $139,883 and $485,118, and an unsecured promissory note.

The note to William Bartels has a principal amount of $2,571,885, bears 6.0% annual interest, and matures on July 1, 2030, with three annual principal installments of $725,000 plus interest and the balance due at maturity. Following delivery of the shares, ReposiTrak will beneficially own 31.3% of SPAR Group’s outstanding common stock but does not receive contractual rights to direct SPAR Group’s management or operations.

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Insights

ReposiTrak is using a 6% note to fund a $3.3M strategic equity stake.

ReposiTrak is acquiring 4,709,837 SPAR Group shares for roughly $3.3 million, resulting in 31.3% beneficial ownership. The consideration mix combines existing cash (including a $100,000 deposit and two smaller cash payments) with a sizeable unsecured promissory note to the seller.

The note totals $2,571,885, carries 6.0% interest, and runs to July 1, 2030. Scheduled annual principal installments of $725,000 plus interest for three years, followed by a final balloon payment, create a multi-year cash obligation that sits alongside customary default and acceleration provisions.

The investment is explicitly for “investment purposes” and does not grant ReposiTrak contractual control over SPAR Group’s management or operations. Future filings may clarify how this non‑controlling but substantial equity position and related debt service affect cash flows and strategic alignment with SPAR Group.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
SPAR Shares acquired 4,709,837 shares Common stock of SPAR Group to be issued to ReposiTrak
Aggregate consideration approximately $3.3 million Total contingent consideration for SPAR Shares
Non-refundable deposit $100,000 Previously paid deposit under stock purchase agreements
Cash payment to Bartels $139,883 Due upon delivery of SPAR Shares held by William Bartels
Cash payment to WHB $485,118 Due upon delivery of SPAR Shares held by WHB
Promissory note principal $2,571,885 Unsecured note issued to Bartels for SPAR Shares
Note interest rate 6.0% per annum Interest on unsecured promissory note
Annual principal installments $725,000 Principal due each year on first three anniversaries of the note
SPAR ownership stake 31.3% of outstanding common stock ReposiTrak beneficial ownership after SPAR Shares delivery
Note maturity date July 1, 2030 Final maturity for remaining principal and interest
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
unsecured promissory note financial
"the Company issued to Bartels an unsecured promissory note in the principal amount"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
events of default financial
"contains customary events of default, including payment defaults and bankruptcy events"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
change-of-control transactions financial
"automatic acceleration upon certain change-of-control transactions involving the Company"
beneficially own financial
"Prior to the Closing Date, Bartels and WHB beneficially owned in excess of five percent"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
off-Balance Sheet Arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.
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FAQ

What transaction did ReposiTrak (TRAK) announce regarding SPAR Group?
ReposiTrak agreed to acquire 4,709,837 SPAR Group common shares for about $3.3 million. The deal is structured as an investment, giving ReposiTrak a significant minority stake in SPAR Group without contractual rights to direct its management or operations.

How much is ReposiTrak (TRAK) paying for the SPAR Group shares?
Aggregate contingent consideration is approximately $3.3 million. It includes a $100,000 non-refundable deposit, cash payments of $139,883 and $485,118, and an unsecured promissory note with a principal amount of $2,571,885 issued to the seller.

What ownership stake in SPAR Group will ReposiTrak (TRAK) hold after the deal?
After the SPAR shares are delivered, ReposiTrak will beneficially own 31.3% of SPAR Group’s outstanding common stock. This represents a substantial minority position but does not include contractual rights to manage or operate SPAR Group.

What are the key terms of ReposiTrak’s promissory note in this transaction?
ReposiTrak issued an unsecured promissory note for $2,571,885 at 6.0% annual interest, maturing on July 1, 2030. Principal of $725,000 plus interest is due annually for three years, with remaining principal and interest due at maturity.

Does ReposiTrak (TRAK) gain control of SPAR Group through this purchase?
No. The agreements state ReposiTrak is acquiring the SPAR Group shares for investment purposes and does not receive contractual rights to direct SPAR Group’s management or operations, despite holding 31.3% of its outstanding common stock.

What events can accelerate payments under ReposiTrak’s promissory note?
The note includes customary events of default, such as payment defaults and bankruptcy, allowing the holder to accelerate all amounts due. It also automatically accelerates upon certain change-of-control transactions or sale of substantially all of ReposiTrak’s assets.
false 0000050471 0000050471 2026-07-01 2026-07-01
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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):  July 1, 2026
 
REPOSITRAK, INC.
(Exact name of Registrant as specified in its Charter)
 
Nevada
001-34941
37-1454128
(State or other jurisdiction of
incorporation)
(Commission File No.)
(IRS Employer Identification No.)
 
5282 South Commerce Drive, Suite D292, Murray, Utah84107
(Address of principal executive offices)
 
(435) 645-2000
(Registrant’s Telephone Number)
 
Not Applicable
(Former name or address, if changed since last report)
 
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(s)
Name of exchange on which
registered
Common stock, par value $0.01 per
share
TRAK
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
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 1.01 Entry into a Material Definitive Agreement.
 
On July 1, 2026 (the “Closing Date”), ReposiTrak, Inc. (the “Company”) entered into Stock Purchase Agreements with William Bartels (“Bartels”) and WHB Services, Inc. Incentive Savings Plan and Trust  (“WHB”) (together, the “Agreements”). Under the terms of the Agreements, on the Closing Date, the Company is to be issued an aggregate of 4,709,837 shares of common stock (the “SPAR Shares”) of SPAR Group, Inc., a Delaware corporation (“SPAR Group”). Aggregate contingent consideration due under the Agreements on the Closing Date by the Company for the SPAR Shares is approximately $3.3 million consisting of (i) a previously paid non-refundable deposit of $100,000 (the “Deposit”); (ii) $139,883 to be paid upon delivery to the Company of the SPAR Shares held by William Bartels; (iii), $485,118 to be paid upon delivery to the Company of the SPAR shares held by WHB; and (iv) the issuance of the Note, as defined below.
 
The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report and are incorporated herein by reference.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
On July 1, 2026, the Company issued to Bartels an unsecured promissory note in the principal amount of $2,571,885 (the “Note”) in consideration for the issuance of the SPAR Shares.  The Note bears interest at 6.0% per annum and matures on the fourth anniversary of its issuance. Principal is payable in annual cash installments of $725,000, together with all accrued and unpaid interest, on each of the first three anniversaries of the Note, with the remaining outstanding principal and accrued interest due at maturity on July 1, 2030. The Note may be prepaid at any time without premium or penalty and contains customary events of default, including payment defaults and bankruptcy events. Upon an event of default, the holder may accelerate all outstanding amounts due under the Note. The Note also provides for automatic acceleration upon certain change-of-control transactions involving the Company or upon the sale of substantially all of the Company’s assets. In addition, amounts remaining outstanding become payable to the seller’s designated heirs or beneficiaries within sixty (60) days following the seller’s death.
 
The Note bears interest at 6.0% per annum and matures on the fourth anniversary of its issuance. Principal is payable in annual cash installments of $725,000, together with all accrued and unpaid interest, on each of the first three anniversaries of the Note, with the remaining outstanding principal and accrued interest due at maturity on July 1, 2030. The Note may be prepaid at any time without premium or penalty and contains customary events of default, including payment defaults and bankruptcy events. Upon an event of default, the holder may accelerate all outstanding amounts due under the Note. The Note also provides for automatic acceleration upon certain change-of-control transactions involving the Company or upon the sale of substantially all of the Company’s assets. In addition, amounts remaining outstanding become payable to the seller’s designated heirs or beneficiaries within sixty (60) days following the seller’s death.
 
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
 
Item 8.01 Other Events.
 
The Agreements provide that the Company is acquiring the SPAR Shares, defined above, for investment purposes and do not provide the Company with contractual rights to direct the management or operations of SPAR Group. Bartels and WHB may be considered affiliated entities. Prior to the Closing Date, Bartels and WHB beneficially owned in excess of five percent (5%) of the outstanding common stock of SPAR Group. Following the delivery of the SPAR Shares to the Company, the Company will beneficially own 31.3% of the outstanding common stock of SPAR Group.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
Description
10.1
Stock Purchase Agreement dated July 1, 2026, by and between ReposiTrak, Inc. and William Bartels.
10.2
Stock Purchase Agreement dated July 1, 2026, by and between ReposiTrak, Inc. and WHB Services, Inc. Incentive Savings Plan and Trust.
10.3
Promissory Note dated July 1, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
REPOSITRAK, INC.
 
 
 
 
 
By:
/s/ John R. Merrill
 
 
John R. Merrill
 
Chief Financial Officer
Date: July 8, 2026
 

Source: View Original Filing on SEC EDGAR

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