sgrp20260603

sgrp20260603_8k.htm

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): May 29, 2026

SPAR Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-27408	33-0684451
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

110 East Boulevard, Suite 1600, Charlotte, NC		28203
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (704) 837-1651

(Former Name or Former 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:

☐	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 each exchange on which registered
Common Stock, $0.01 par value	SGRP	The Nasdaq Stock Market LLC

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. ☐

Introductory Note

SPAR Group, Inc. ("SGRP" or the "Corporation", and together with its subsidiaries, the "Company", "SPAR" or "SPAR Group") has listed its shares of common stock, par value $0.01 ("Common Stock") for trading through the Nasdaq Stock Market LLC ("Nasdaq") under the trading symbol "SGRP" and periodically files reports with the Securities and Exchange Commission ("SEC"). Reference is made to: (a) SGRP's 2025 Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026 (the "2025 Annual Report"), and (b) SGRP's 2026 Proxy Statement, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (together with the 2025 Annual Report, each an "SEC Report").

Item 1.01 – Entry into a Material Definitive Agreement.

On May 29, 2026, SPAR Group, Inc. ("SGRP"), with the approval of the Board of Directors, entered into Amendment No. 1 to the Services Agreement (the "Amendment") with ReposiTrak, Inc. ("ReposiTrak"). Pursuant to the Amendment, the parties agreed to amend a Services Agreement, dated March 13, 2026, by and between SGRP and ReposiTrak, entered into in the ordinary course of business, (the “Services Agreement”) to permit ReposiTrak, at its election, to accept payment of amounts owed under the Services Agreement in cash, shares of common stock, par value $0.01 per share ("Common Stock"), of SGRP, or a combination thereof, with any Common Stock issuance valued based on the volume weighted average price of Common Stock for the five trading days immediately preceding the applicable issuance date. On May 29, 2026, ReposiTrak elected to receive payment of the outstanding balance owed to ReposiTrak under Services Agreement in shares of Common Stock.

SGRP issued to ReposiTrak 3,190,569 shares of SGRP’s Common Stock (the "ReposiTrak Issuance") at a deemed value of $0.728710119 per share, totaling $2,325,000, in satisfaction of amounts owed to ReposiTrak under the Services Agreement, which were issued on May 29, 206, without restrictions other than applicable securities laws.

The offer and sale of the securities in the ReposiTrak Issuance was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. Such offer and sale was made only to "accredited investors" under Rule 501 of Regulation D promulgated under the Securities Act, and without any form of general solicitation and with full access to any information requested by such investors regarding the Company or the securities offered and issued in the ReposiTrak Issuance. This report does not constitute an offer to sell or the solicitation of an offer to buy the securities in the offering described, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 – Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K (this "Current Report") contains forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, SPAR Group, Inc. (the "Corporation" or "SGRP") and its subsidiaries (together with SGRP, "SPAR", "SPAR Group" or the "Company"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, the "Securities Laws").

Readers can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as "may," "will," "expect," "intend," "believe," "estimate," "anticipate," "continue," "plan," "project," or the negative or variations of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Corporation in this Current Report may include (without limitation) statements regarding risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): the costs and effects of changing the Company's principal independent registered accounting firm; satisfying Nasdaq's required minimum market value of listed securities or minimum net income from continuing operations in a timely fashion; potential or continued revenue growth, gross margin expansion, and continued favorable shift in service mix from remodeling toward merchandising services; continued and new long-standing relationships with retailers, distributors and makers of consumer goods; successful results from merchandising partnerships and relationships with other companies, borrowing, repaying or guarantying the Company's recent unsecured loans or paying interest thereon; issuing the shares of the Corporation's Common Stock; the departure in 2025 of various of the Corporation's executives previously reported and the agreements made with them; potential non-compliance with applicable Nasdaq rules regarding minimum bid prices, the filing of periodic financial reports, director independence, holding annual meetings, or other rules; the impact of selling certain of the Corporation's subsidiaries; or any impact resulting from the Risks on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations. The Corporation's forward-looking statements also include (without limitation) statements made in "Business", "Risk Factors", "Cybersecurity", "Legal Proceedings", "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Controls and Procedures", and "Certain Relationships and Related Transactions, and Director Independence" in the Corporation's 2025 Annual Report referenced below.

The information contained in this Current Report is made only as of the date hereof, even if subsequently made available by the Corporation on its website or otherwise. For additional information and risk factors that could affect the Company, see the Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2025, as filed on March 31, 2026, by SGRP with the Securities and Exchange Commission (the "SEC"), and SGRP's Proxy Statement for its 2026 Annual Stockholders Meeting, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports and statements as and when filed with the SEC (including the Annual Report, Proxy Statement, Quarterly Reports, and Current Reports, each a "SEC Report").

You should carefully review and consider the Corporation's forward-looking statements (including all Risks and other cautions and uncertainties) and other information made, contained, noted or referenced in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, indebtedness, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation, vendors, or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Corporation's current views about future events and circumstances. Although the Corporation believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Corporation, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Corporation's control). In addition, new Risks arise from time to time, and it is impossible for the Corporation to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Corporation's common stock.

These forward-looking statements reflect the Corporation's Expectations, views, Risks and assumptions only as of the date hereof, and the Corporation does not intend, assume any obligation, or promise to publicly update or revise any forward-looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

10.1	Amendment No. 1 to Services Agreement effective as of May 29, 2026, between SPAR Group, Inc. and ReposiTrak, Inc. (as filed herewith).

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 thereunto duly authorized.

	SPAR Group, Inc.
	Date: June 3, 2026
	By:	/s/ Steve Hennen
		Steve Hennen, Chief Financial Officer, Secretary and Treasurer

Exhibit 10.1

AMENDMENT NO. 1 TO SERVICES AGREEMENT

This Amendment No. 1 to Services Agreement (this “Amendment”) is entered into as of May 29, 2026 (the “Eﬀective Date”), by and between ReposiTrak, Inc. (the “Company”) and SPAR Group, Inc. (“Client”).

RECITALS

WHEREAS, the Company and Client previously entered into that certain Services Agreement dated as of March 13, 2026 (the “Services Agreement”);

WHEREAS, pursuant to the Services Agreement, the Company has provided services to Client with an aggregate contract value of Two Million Three Hundred Twenty-Five Thousand Dollars ($2,325,000) (the “Services Amount”);

WHEREAS, the parties desire to amend the Services Agreement to permit the Company, at the election of the Company, to accept payment of the Services Amount in cash, shares of common stock of Client, or a combination thereof;

WHEREAS, the Services Agreement and this Amendment were entered into in the ordinary course of business between the parties; and

WHEREAS, the parties acknowledge and agree that the transactions contemplated by this Amendment are not intended to constitute a ﬁnancing transaction.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and suﬃciency of which are hereby acknowledged, the parties agree as follows:

1. Amendment to Payment Provisions

Eﬀective as of the Eﬀective Date, the Services Agreement is hereby amended by adding the following provision:

Company Election to Accept Cash or Client Stock

Notwithstanding anything contained in the Services Agreement to the contrary, the Company shall have the right, at the election of the Company, to require that any amounts payable by Client under the Services Agreement, including the Services Amount of $2,325,000, be satisﬁed through:

1. payment in cash;

2. issuance of shares of common stock of Client (“Client Common Stock”); or

3. a combination of cash and Client Common Stock.

Any issuance of Client Common Stock pursuant to this Amendment shall be valued based upon the volume weighted average price (“VWAP”) of Client Common Stock for the ﬁve (5) trading days immediately preceding the applicable issuance date.

The Company’s determination regarding the form of payment shall be ﬁnal and binding and may be exercised at any time prior to settlement of the applicable amounts due under the Services Agreement.

The parties acknowledge and agree that any issuance of Client Common Stock pursuant to this Amendment is intended solely as an alternative form of settlement of a bona ﬁde commercial payable arising from services rendered under the Services Agreement and is not intended to constitute compensation for employee or director services.

2. Issuance Mechanics

If the Company elects to accept Client Common Stock as payment for all or any portion of the Services Amount, Client shall issue such shares within ten (10) days following written notice from the Company.

If Client fails to timely issue shares in accordance with this Amendment, the applicable obligation shall automatically revert to a cash payment obligation immediately due and payable. Any unpaid cash amounts shall accrue interest at the lesser of (i) 12% per annum or (ii) the maximum rate permitted by law.

The Company’s written notice shall specify:

● the portion of the Services Amount to be satisﬁed in stock;

● the applicable valuation methodology; and

● the number of shares to be issued.

Client shall take all corporate actions necessary to authorize, reserve, and issue such shares. Client shall use commercially reasonable eﬀorts to maintain suﬃcient authorized shares available for issuance.

Any issuance of Client Common Stock shall be subject to approval by the Board of Directors of Client to the extent required by applicable law, the rules of Nasdaq, Inc., or Client’s organizational documents.

Notwithstanding anything herein to the contrary, no issuance of Client Common Stock shall be required to the extent such issuance would require shareholder approval under applicable Nasdaq rules unless and until such approval has been obtained.

In no event shall the aggregate number of shares issued pursuant to this Amendment exceed 19.99% of the outstanding shares of Client Common Stock as of the Eﬀective Date without prior shareholder approval in accordance with applicable Nasdaq rules.

Client shall not be required to issue shares in excess of its legally available authorized shares of common stock.

Any shares issued pursuant to this Amendment shall be duly authorized, validly issued, fully paid, and non-assessable.

No fractional shares shall be issued pursuant to this Amendment, and any fractional share amounts shall be settled in cash.

3. Securities Law Compliance

The parties acknowledge and agree that any issuance of Client Common Stock pursuant to this Amendment shall be made in reliance upon available exemptions from registration under the Securities Act of 1933, as amended, and applicable state securities laws, and shall be subject to applicable corporate approvals and compliance with the rules and regulations of the U.S. Securities and Exchange Commission.

Any shares issued pursuant to this Amendment shall constitute restricted securities and may bear customary restrictive legends unless registered under an eﬀective registration statement.

4. Reservation of Rights

Nothing contained herein shall obligate the Company to accept Client Common Stock in lieu of cash payment. The election to accept stock consideration shall remain entirely within the discretion of the Company.

5. No Partnership or Joint Venture

Nothing contained in this Amendment or the Services Agreement, and no actions taken by the parties pursuant hereto or thereto, shall be deemed or construed to create a partnership, joint venture, ﬁduciary relationship, agency relationship, or other similar relationship between the parties. The relationship of the parties shall remain solely that of independent contracting parties. Neither party shall have the authority to bind or obligate the other party in any manner except as expressly set forth herein.

6. No Other Amendments

Except as expressly modiﬁed by this Amendment, all terms and conditions of the Services Agreement shall remain unchanged and in full force and eﬀect.

7. Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conﬂicts of law principles.

8. Counterparts; Electronic Signatures

This Amendment may be executed in counterparts, including by electronic signature and PDF transmission, each of which shall be deemed an original and all of which together shall constitute one instrument.

SIGNATURES

COMPANY:

ReposiTrak, Inc.

By:

Name: John Merrill

Title: Chief Financial Officer

Date: May 29, 2026

CLIENT:

SPAR Group, Inc.

By:

Name: William Linnane

Title: _President & CEO

Date: _May 29, 2026