ReposiTrak takes $2.3M SPAR Group fee in stock

ReposiTrak, Inc. disclosed an amendment to its services agreement with SPAR Group, Inc. that changes how it can be paid for services.

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Form Type

8-K

Rhea-AI Filing Summary

ReposiTrak, Inc. disclosed an amendment to its services agreement with SPAR Group, Inc. that changes how it can be paid for services. Instead of only cash, ReposiTrak may now receive cash, SPAR Group common stock, or a mix of both for work performed under the agreement.

ReposiTrak elected to take stock for the outstanding balance, receiving 3,190,569 shares of SPAR Group common stock at a deemed value of $0.728710119 per share, in lieu of a $2,325,000 cash payment. This converts a service receivable into an equity position in its client while leaving the underlying one-year services arrangement otherwise in place.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Stock consideration value: $2,325,000 Shares received: 3,190,569 shares Deemed share value: $0.728710119 per share +2 more

5 metrics

Stock consideration value $2,325,000 Payment for services under amended agreement

Shares received 3,190,569 shares SPAR Group common stock issued to ReposiTrak

Deemed share value $0.728710119 per share Pricing for SPAR Group stock consideration

Service term length One-year term Services agreement beginning March 13, 2026

Form type Form 8-K Other Events disclosure of payment amendment

Key Terms

volume weighted average price, VWAP, forward-looking statements, Emerging growth company, +2 more

6 terms

volume weighted average price financial

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

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

VWAP financial

"VWAP of Client Stock for the five (5) trading days immediately preceding"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Services Agreement financial

"Services Agreement dated March 13, 2026 (the “Agreement”)"

Amendment No. 1 to Services Agreement financial

"Amendment No. 1 to Services Agreement between ReposiTrak, Inc. and SPAR Group, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ReposiTrak (TRAK) disclose in this 8-K filing?

ReposiTrak disclosed an amendment to its services agreement with SPAR Group. The change allows ReposiTrak to be paid in cash, SPAR Group common stock, or a combination for services. It then chose to receive stock for an existing payment obligation.

How many SPAR Group shares did ReposiTrak (TRAK) receive as payment?

ReposiTrak received 3,190,569 shares of SPAR Group common stock. These shares were issued instead of a cash payment for services and were valued using a five-day volume weighted average price formula set in the amended services agreement.

What is the dollar value of the SPAR Group stock ReposiTrak accepted?

The SPAR Group shares were deemed consideration for a $2,325,000 payment owed to ReposiTrak. The stock was valued at $0.728710119 per share under the agreement’s pricing formula, converting a service receivable into an equity position rather than receiving cash.

How is the price of SPAR Group stock determined under the amended agreement?

Any SPAR Group stock issued to ReposiTrak is valued using the volume weighted average price. Specifically, it uses the VWAP for SPAR Group common stock over the five trading days immediately before the applicable issuance date as set out in the amendment.

Does the ReposiTrak (TRAK) agreement with SPAR Group change its service term?

The services agreement maintains a one-year term beginning March 13, 2026. The amendment primarily affects how ReposiTrak can be paid—allowing cash, stock, or a mixture—while the underlying commitment to provide defined services over that period remains in place.

Where can investors find the full text of the ReposiTrak amendment?

The full text of Amendment No. 1 to the services agreement is filed as Exhibit 10.1. It is incorporated by reference into the report, providing detailed contractual terms beyond the summarized description in the main body of the disclosure.

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

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Accepted by SEC EDGAR 06/03/2026 - 05:20 PM EDT

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): March 29, 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, Utah 84107

(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 8.01 Other Events.

On March 29, 2026, ReposiTrak, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Services Agreement dated March 13, 2026 (the “Agreement”) by and between the Company and SPAR Group, Inc. (the “Client”), which Agreement was entered into in the ordinary course of business. Under the terms of the Agreement, the Company agreed to provide certain services the (“Services”) to the Client for a one-year term beginning March 13, 2026. In accordance with the terms of the Agreement, the Client was to pay the Company in cash for the Services provided thereunder.

Under the terms of the Amendment, the Company can elect to receive payment for the Services in cash, shares of common stock, par value $0.01 per share, of the Client (“Client Stock”), or a combination thereof. Any issuance of Client Stock pursuant to the Amendment shall be valued based upon the volume weighted average price (“VWAP”) of Client Stock for the five (5) trading days immediately preceding the applicable issuance date.

On May 29, 2026, the Company elected to receive payment of the outstanding balance owed to the Company under the Amendment in shares of Client Stock, resulting in the issuance by Client to the Company of 3,190,569 shares of Client Stock at a deemed value of $0.728710119 per share, in consideration of the payment of $2,325,000 otherwise payable to the Company under the terms of the Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and involve risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements. Factors that could cause actual results to differ are described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update these statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment No. 1 to Services Agreement between ReposiTrak, Inc. and SPAR Group, Inc.
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.

Date: June 3, 2026	/s/ John Merrill
	John Merrill
	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 25.1 KB