Form 8-K

8-K — SPAR Group, Inc.

Accession: 0001437749-26-014906

Filed: 2026-05-05

Period: 2026-05-01

CIK: 0001004989

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — sgrp20260505_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ex_956798.htm)

EX-10.2 — EXHIBIT 10.2 (ex_956799.htm)

EX-10.3 — EXHIBIT 10.3 (ex_956800.htm)

EX-10.4 — EXHIBIT 10.4 (ex_956801.htm)

EX-99.1 — EXHIBIT 99.1 (ex_956797.htm)

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0001004989

2026-05-01

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): May 1, 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 1, 2026, the Company entered into a Settlement Agreement and Release with Robert G. Brown and SPAR Business Services, Inc. allowing for a dismissal of the Arbitration action between the Company and Robert G. Brown. As part of the Settlement Agreement, Robert G. Brown agreed to extend the expiration date of the Change of Control, Voting and Restricted Stock Agreement dated January 28, 2022 (the "CIC Agreement"), to January 28, 2028, as well as to release certain terms of the CIC Agreement between the parties.

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

Settlement Agreement and Release between SPAR Group, Inc., Robert G. Brown and SPAR Business Services, Inc.

10.2

Settlement Agreement and Release Exhibit A – Claimant’s Dismissal of Claims with Prejudice.

10.3

Settlement Agreement and Release Exhibit B – Respondent’s Dismissal of Counterclaims and Claims with Prejudice.

10.4

Settlement Agreement and Release Exhibit C – CIC-Related Side Letter.

99.1

Press Release announcing the Settlement Agreement and Release between SPAR Group, Inc., Robert G. Brown and SPAR Business Services, 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 thereunto duly authorized.

SPAR Group, Inc.

Date: May 5, 2026

By:

/s/ William Linnane

William Linnane, President and CEO

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex_956798.htm · Sequence: 2

ex_956798.htm

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.

Settlement Agreement and Release of Claims

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).

Settlement Agreement and Release of Claims

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

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: ex_956799.htm · Sequence: 3

ex_956799.htm

Exhibit 10.2

ARBITRATION PENDING IN MICHIGAN

Brown, Robert, Claimant

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

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: ex_956800.htm · Sequence: 4

ex_956800.htm

Exhibit 10.3

ARBITRATION PENDING IN MICHIGAN

Brown, Robert, Claimant

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

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: ex_956801.htm · Sequence: 5

ex_956801.htm

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.

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

[Signature Page to Exhibit C – CIC Side Letter]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_956797.htm · Sequence: 6

ex_956797.htm

Exhibit 99.1

For Immediate Release

Media Contact:

Ronald Margulis

RAM Communications

908-272-3930

ron@rampr.co

Investor Relations Contact:

Sandy Martin

Three Part Advisors

214-616-2207

smartin@threepa.com

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.

###

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.

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May 01, 2026

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

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No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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