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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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:
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The
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10.1
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10.2
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10.4
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| 99.1 | Press Release announcing the Settlement Agreement and Release between SPAR Group, Inc., Robert G. Brown and SPAR Business Services, Inc. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SPAR Group, Inc.
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| Date: May 5, 2026 | |||
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By:
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/s/ William Linnane
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William Linnane, President and CEO
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Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (this “Agreement”) is entered into as of May 1, 2026 (the “Settlement Date”) by and among SPAR Group, Inc., a Delaware Corporation (“Company”), Robert G. Brown (“Brown”), and Spar Business Services, Inc., a Nevada Corporation (“SBS”). Company, Brown, and SBS are referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Brown and Company are parties to an arbitration pending in Michigan captioned Brown, Robert vs. SPAR Group, Inc., Case / Arbitration No. 5345000532 (the “Arbitration”). The claims and counterclaims asserted in the Arbitration arise out of or relate in part to that certain Change of Control, Voting and Restricted Stock Agreement dated January 28, 2022 (the “CIC Agreement”). SBS is also entering into this Agreement because it was a party to the CIC Agreement and owns Company shares that are addressed by this Agreement and Brown has elected for SBS is to receive the settlement payment described below.
WHEREAS, the Parties desire to resolve the Arbitration and certain related disputes on the terms set forth in this Agreement, including the separate CIC Side Letter attached as Exhibit C.
WHEREAS, the Parties recognize that by the execution of this Agreement, they are relinquishing their respective legal rights with respect to the aforementioned Arbitration.
THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:
1. Release: Except for the obligations stated in this Agreement and its Exhibits, Brown and SBS, each do hereby release, cancel, and forever discharge the Company and its directors, officers, employees, subsidiaries, affiliates, agents, and representatives from any and all claims, complaints, causes of action, demands, damages, obligations, liabilities, losses, promises, agreements, controversies, penalties, expenses, and executions of any kind or nature whatsoever, whether known or unknown, actual or potential, whether arising in law or in equity, which each Party may have or may have had as of the date of this Agreement arising out of or relating to the acts, omissions, agreements, claims arising out of or relating to the CIC Agreement, the Arbitration, or the same underlying facts, acts, omissions, agreements, claims, or events (the "Release").
2. Release: Except for the obligations stated in this Agreement and its Exhibits, Company hereby releases, cancels, and forever discharges both Brown and SBS and their directors, officers, employees, subsidiaries, affiliates, agents, and representatives from any and all claims, complaints, causes of action, demands, damages, obligations, liabilities, losses, promises, agreements, controversies, penalties, expenses, and executions of any kind or nature whatsoever, whether known or unknown, actual or potential, whether arising in law or in equity, which each Party may have or may have had as of the date of this Agreement arising out of or relating to the acts, omissions, agreements, claims arising out of or relating to the CIC Agreement, the Arbitration, or the same underlying facts, acts, omissions, agreements, arising out of or relating to the CIC Agreement, the Arbitration, or the same underlying facts, acts, omissions, agreements, claims, or events (the "Release").
Settlement Agreement and Release of Claims
3. Execution of Exhibit C: The Parties acknowledge that Section 21 of the CIC Agreement provides all parties to the CIC shall execute any amendment. However, the Parties have agreed to modify certain provisions in the CIC as between themselves, and shall execute Exhibit C to modify certain provisions of the CIC as between themselves. Exhibit C shall not serve as a formal amendment under Section 21 of the CIC Agreement requiring all parties to the CIC Agreement to execute Exhibit C. On the Settlement Date, the Parties shall execute the CIC-Side Letter attached as Exhibit C.
4. Settlement Payment: Simultaneous with the Settlement Date, Company shall pay One Hundred Thousand Dollars ($100,000.00) to SBS by wire transfer, certified funds, or such other method as SBS may reasonably direct in writing.
5. Stock Matters:
(a) Company shall use commercially reasonable efforts to cause any restrictive legends to be removed, as promptly as reasonably practicable, from 320,000 shares of stock of the Company owned by SBS.
(b) Company shall use commercially reasonable efforts to cooperate with Brown, SBS, and their affiliates in converting shares into book-entry form and in facilitating the registration of such shares. All shares shall remain subject to Rule 144 to the extent applicable.
6. Brown Dismissal: Simultaneously with the transmission of the Settlement payment required under Section 4 above, Brown shall file the dismissal attached as Exhibit A, dismissing with prejudice Brown’s claims in the Arbitration. The dismissal attached as Exhibit A will not be effective unless and until Company has (i) executed Exhibit C, (ii) filed the dismissal attached as Exhibit B, and (iii) paid the settlement payment required by Section 4 to SBS.
7. Dismissal of Company Counterclaims and Claims: Simultaneously with signing of the Settlement Agreement the Company shall file, or cause to be filed, the dismissal attached as Exhibit B, dismissing with prejudice all counterclaims and claims asserted by Company against Brown in the Arbitration.
8. Effect. This Release is intended to be a general release in the broadest form. It is understood and agreed that the Parties hereby expressly waive any and all laws and statutes, of all jurisdictions whatsoever, which may provide that a general release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Release does, in fact, extend to such unknown and unsuspected claims related to anything which has happened to the date hereof which is covered by this Release, even if knowledge thereof would have materially affected the decision to give this Release. In addition, the Parties warrant and represent to the other that the execution and delivery of this Release does not, and with the passage of time will not, violate any obligation of the Party to any third party. Each Party further represents and warrants that it has not assigned any of its rights with respect to the Dispute [and the CIC Agreement] to any other party.
9. No Admission; Fees and Expenses: This Agreement is a compromise of disputed claims and shall not constitute or be construed as an admission of liability, fault, or wrongdoing by any Party. Except as expressly provided in this Agreement, each Party shall bear its own fees and expenses.
10. Confidentiality; Required Disclosure: The Parties shall keep the existence and terms of this Agreement confidential except to the extent disclosure is required by law, regulation, stock exchange rule, securities filing obligation, court order, or as reasonably necessary to implement, perform, or enforce this Agreement, or to the extent the information is known from other sources.
11. Governing Law; Dispute Resolution: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement or Exhibit C shall be resolved by binding arbitration in Michigan before the same arbitral forum handling the Arbitration, if that forum is available, and otherwise before a mutually selected arbitrator sitting in Michigan.
12. Independent Legal Counsel: The Parties acknowledge that they have had the opportunity to consult with independent legal counsel regarding the legal effect of this Agreement and the Release and that each Party enters into this Agreement freely and voluntarily.
13. Entire Agreement; No Third-Party Beneficiaries: This Agreement, together with Exhibits A, B, and C, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes prior discussions on that subject. No person other than Company, Brown, and SBS is an intended beneficiary of this Agreement.
14. Construction: The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation.
15. Counterparts; Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures and electronically transmitted signature pages shall be deemed originals.
16. Authority to Bind. By signing below the Parties represent that the signatories are authorized to execute this Agreement on behalf of themselves and/or their respective business entities and that the execution and delivery of this Agreement are the duly authorized and binding acts of their respective corporations (or other business entities).
In witness whereof, the Parties hereto have executed this Agreement on the date set forth below.
| By: | /s/ William Linnane | |
| SPAR Group, Inc. | Name: William Linnane | |
| Title: CEO | ||
| Date: May 1, 2026 | ||
| Robert G. Brown | By: | /s/ Robert G. Brown |
| Name: Robert G. Brown | ||
| Date: May 1, 2026 | ||
| By: | /s/ Robert G. Brown | |
| Spar Business Services, Inc. | Name: | Robert G. Brown |
| Title: | ||
| Date: May 1, 2026 | ||
Exhibit 10.2
ARBITRATION PENDING IN MICHIGAN
Brown, Robert, Claimant
v.
SPAR Group, Inc., Respondent
[Case / Arbitration No. 5345000532]
EXHIBIT A
CLAIMANT’S DISMISSAL OF CLAIMS WITH PREJUDICE
Claimant Robert G. Brown hereby dismisses, with prejudice, all claims asserted by him against Respondent SPAR Group, Inc. in the above-captioned arbitration. This dismissal is filed pursuant to the Settlement Agreement dated May 1, 2026 among SPAR Group, Inc., Robert G. Brown, and Spar Business Services, Inc.
Each party shall bear its own fees and costs except as otherwise provided in the Settlement Agreement.
| By: | /s/ Robert G. Brown | |
| CLAIMANT | Name: Robert G. Brown | |
| Date: May 1, 2026 | ||
Exhibit 10.3
ARBITRATION PENDING IN MICHIGAN
Brown, Robert, Claimant
v.
SPAR Group, Inc., Respondent
[Case / Arbitration No. 5345000532]
EXHIBIT B
RESPONDENT’S DISMISSAL OF COUNTERCLAIMS AND CLAIMS WITH PREJUDICE
Respondent SPAR Group, Inc. hereby dismisses, with prejudice, all counterclaims and claims asserted by it against Claimant Robert G. Brown in the above-captioned arbitration. This dismissal is filed pursuant to the Settlement Agreement dated May 1, 2026 among SPAR Group, Inc., Robert G. Brown, and Spar Business Services, Inc.
Each party shall bear its own fees and costs except as otherwise provided in the Settlement Agreement.
| By: | /s/ William Linnane | |
| RESPONDENT | Name: | William Linnane |
| Title: | CEO | |
| Date: May 1, 2026 | ||
Exhibit 10.4
EXHIBIT C
CIC-RELATED SIDE LETTER
This CIC-Related Side Letter (this “CIC Side Agreement”) is entered into as of May 1, 2026 (the “Effective Date”) by and among SPAR Group, Inc. (“Company”), Robert G. Brown (“Brown”), and Spar Business Services, Inc. (“SBS”).
Company and Brown are parties to that certain Change of Control, Voting and Restricted Stock Agreement dated January 28, 2022 (the “CIC Agreement”). The Parties acknowledge that Section 21 of the CIC Agreement may require signatures of persons not party to this CIC Side Agreement for a formal amendment of the CIC Agreement. The Parties nevertheless desire to enter into this separate agreement among only Company, Brown, and SBS concerning certain CIC-related matters.
1. Separate Agreement; No Formal Amendment. This CIC Side Agreement is a separate contract among Company, Brown, and SBS only. It is not intended to be, and shall not be construed as, a formal amendment of the CIC Agreement under Section 21 of the CIC Agreement, and it does not bind any party to the CIC Agreement who is not a party to this CIC Side Letter.
2. Treatment of CIC During Extension Period. As between Company, Brown, and SBS only, the Parties shall treat the CIC Agreement as continuing in effect through January 28, 2028, including the modifications made by this CIC Side Agreement.
3. Board Designation Rights. Company agrees that Brown shall have the right to designate up to two (2) individuals to serve on Company’s Board of Directors, one of whom may be Brown. Upon Brown’s written notice identifying a designee or replacement designee, Company shall take, and shall cause the Board of Directors to take, all actions within Company’s and the Board’s respective authority that are reasonably necessary to appoint, nominate, elect, seat, remove, or replace such designee promptly. Brown may replace either or both designees at any time by written notice to Company. Such designees shall be required to follow all Company Bylaws, rules and regulations in order to assume their directorship, provided that all other directors have the same requirements and that no special requirements beyond those applicable to all directors are required for Brown’s designees. .
4. Non-Enforcement of 12(a)(ii). As between Company, on the one hand, and Brown and SBS, on the other hand, Company shall not assert or seek to enforce against Brown or SBS Section 12(a)(ii) of the CIC Agreement or any Liquidated Damages thereunder. While Liquidated Damages under the CIC Agreement are no longer applicable, nothing prevents the Company from making a claim for damages if any future breach occurs by Brown or SBS of the CIC Agreement terms of this side letter.
5. Control of This CIC Side Agreement. If there is any inconsistency between this CIC Side Agreement and the CIC Agreement, this CIC Side Agreement shall control as between Company, Brown, and SBS during the period this CIC Side Agreement remains in effect. All other provisions of the CIC Agreement shall remain in effect, including but not limited to the governing law, dispute resolution, confidentiality and other provisions of the CIC Agreement.
6. Integration with Settlement Agreement. This CIC Side Agreement is attached to, and forms part of, the Settlement Agreement entered into by the Parties as of the same date. The governing-law, dispute-resolution, confidentiality, and counterpart provisions of the Settlement Agreement are incorporated herein by reference.
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By: |
/s/ William Linnane |
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SPAR Group, Inc. |
Name: |
William Linnane |
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Title: |
CEO | |
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Date: May 1, 2026 |
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Robert G. Brown |
By: |
/s/ Robert G. Brown |
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Name: Robert G. Brown |
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Date: May 1, 2026 |
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By: |
/s/ Robert G. Brown |
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Spar Business Services, Inc. |
Name: |
Robert G. Brown |
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Title: |
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Date: May 1, 2026 |
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[Signature Page to Exhibit C – CIC Side Letter]
Exhibit 99.1

For Immediate Release
| Media Contact:
Ronald Margulis RAM Communications 908-272-3930 |
Investor Relations Contact: Sandy Martin Three Part Advisors 214-616-2207 [email protected] |
SPAR Group and Founder Robert G. Brown Agree to Unified Path Forward
CHARLOTTE, NC — May 5, 2026 — SPAR Group, Inc. (NASDAQ: SGRP), a leading provider of merchandising and retail solutions, today announced that it has reached an agreement with company co-founder and former CEO Robert G. Brown, reflecting a mutual desire to focus on growing the business and creating value for shareholders. Brown now supports the company’s current leadership team and strategic plan and looks forward to working with SPAR in a manner that is aligned with the interests of all shareholders and stakeholders.
“I am glad this matter has been resolved. I believe the resolution is in the best interests of shareholders and allows the Company to move forward with a renewed focus on shareholder value,” said Brown. “As a significant shareholder and founder, I remain committed to supporting long-term shareholder value and constructive engagement that benefits all shareholders.”
James Gillis, Executive Chairman of the Board, welcomed the agreement, and emphasized the importance of alignment across the company’s stakeholders. “Bob has been an important figure in SPAR’s history and remains a major shareholder,” he said. “We appreciate his decision to support the company’s current direction and to move beyond public disputes that did not reflect the progress the team is making. This understanding allows all of us to focus on executing our strategy, strengthening our relationships with clients and delivering improved long-term returns for shareholders.”
Gillis noted that SPAR has undertaken a series of leadership and strategic actions in the past year to sharpen its focus on core markets, improve profitability and build a structurally leaner, growth-oriented organization.
William Linnane, President & CEO, said the agreement with Brown supports the company’s efforts to deliver consistent performance and innovation for its retail and brand partners.
“Our team has been intensely focused on transforming SPAR into a more agile, performance-driven company, and we are seeing encouraging momentum across the business,” Linnane said. “Having Bob’s clear commitment to support management, while refraining from disruptive public campaigns, creates a more constructive environment for everyone involved with SPAR.”
Linnane added that the company remains committed to investing in technology, data and operational capabilities to help clients win in an increasingly dynamic retail landscape and is enthusiastic about the recently announced partnership with ReposiTrak, Inc. to upgrade SPAR’s technology infrastructure. “We are optimistic about the road ahead and believe that with alignment among our shareholders, directors and leadership team, Without the recent distractions, SPAR is now well positioned to capture new opportunities and enhance value for all stakeholders,” he said.
Path Forward
Under the arrangement between SPAR and Brown, the parties have agreed to address any future disagreements through direct dialogue rather than media or market campaigns, subject to applicable law and fiduciary duties. Brown will continue to exercise his rights as a shareholder, including through existing board representation, while supporting the company’s stated objectives and refraining from activities that could undermine management’s ability to execute its strategy.
All parties expressed confidence that the understanding will foster a more unified and productive environment for SPAR Group as it advances its plans to drive growth in North America, deepen customer partnerships and pursue disciplined, profitable expansion.
About SPAR Group, Inc.
SPAR Group is an innovative services company offering comprehensive merchandising and distribution solutions to retailers and brands. We provide the resources and analytics that improve brand experiences and transform retail spaces. We offer a unique combination of scale and flexibility with a passion for client results that separates us from the competition. For more information, please visit the SPAR Group’s website at http://www.sparinc.com.
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Abstract
SPAR Group of Charlotte, N.C., and company co-founder and former chief executive officer Robert G. Brown have reached an understanding that affirms a shared commitment to the company’s long-term success and to constructive engagement among all stakeholders. Brown has expressed his support for SPAR’s current management and strategic direction and his intention to contribute to a more collaborative environment around the company.