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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Unregistered Sales of Equity Securities. The information set forth in
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 Sect…
Results of Operations and Financial Condition. On May 12, 2026, the Company announced its financial results for the first quarter ended March 31, 2026. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1. 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 respect…
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…
Changes in Registrant ’ s Certifying Accountant. Following discussion and analysis, the Audit Committee, the Board and the Corporation’s Management have agreed to change the Corporation’s principal independent registered accountants for 2026. Dismissal of BDO USA, P.C. On April 6, 2026, SGRP’s Audit Committee and Board approved the dismissal of BDO USA, P.C. (" BDO ") as the Company’s independent registered accounting firm. The Company notified BDO on April 7, 2026. BDO’s audit reports on the…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Failure to Maintain a Minimum in Stockholders ’ Equity under Nasdaq Rules On April 2, 2026, SGRP received a notification letter from Nasdaq that the Company does not meet the requirement to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. The letter specified that because the Company’s Form 10-K for the year ended December 31, 2025, r…
Results of Operations and Financial Condition. On March 31, 2026, the Company announced its 2025 full year and fourth quarter results. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1. 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,…
Results of Operations and Financial Condition. On March 31, 2026, the Company announced its fiscal year 2026 financial guidance. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1. 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. (…
Entry into a Material Definitive Agreement. On March 14, 2026, SPAR Marketing Force, Inc. (" SMF "), a wholly owned subsidiary of SGRP and part of the Company, entered into a $4,000,000 unsecured loan arrangement (the " Loan ") with PC Group, Inc. (" PC Group "). The Loan is evidenced by a Senior Unsecured Promissory Note (the " Note " ) issued by SMF as borrower to PC Group, as lender, and effective as of March 13, 2026. The Loan bears interest at a fixed rate of 8% per annum, with interest-…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Failure to Maintain the Minimum Bid Price under Nasdaq Rules On January 12, 2026, SGRP received a notification letter from Nasdaq that SGRP's common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. The notification letter from Nasdaq stated that: "The Rules also provide the Company a…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 10, 2025, SGRP announced the appointment of Mr. Steven Hennen as the Corporation's Chief Financial Officer, effective December 8, 2025. A copy of the press release announcing this event is included in this Current Report on Form 8-K as Exhibit 99.1. Mr. Hennen brings more than 25 years of experience in finance and operational leadership…
Results of Operations and Financial Condition. On November 14, 2025, the Company announced its financial results for the third quarter ended September 30, 2025. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. William Linnane Appointment On November 12, 2025, the Board of Directors of SGRP (the " Board ") appointed Mr. William Linnane as CEO of the Corporation, and appointed Mr. Linnane to the Board to fill the CEO Board Seat, effectively immediately. William Linnane recently transitioned from his role as the Global Strategy & Growth Officer of the Corpo…
Entry into a Material Definitive Agreement. As previously reported, the Company, through SPAR Marketing Force, Inc. (" SMF ") and SPAR Canada Company ULC (" SCC ", and collectively with SMF, the “ NM Borrowers ”), has a secured revolving credit facility in the United States (the " US Revolvin g Credit Facility ") and Canada (the " Canada Revolvin g Credit Facility ", and collectively with the US Revolving Credit Facility, the " NM Credit Facili ty") with North Mill Capital, LLC, d/b/a SLR Bus…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Michael Matacunas Retirement Reference is made to that certain transition agreement, dated August 25, 2025, between the Corporation and Michael R. Matacunas (the “ Matacunas Transition Agreement ”), which was previously disclosed on the Corporation’s Current Report on Form 8-K filed with the SEC on August 29, 2025. As previously contemplated and pu…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Michael Matacunas Retirement On August 25, 2025, Michael R. Matacunas, President and Chief Executive Officer of the Corporation, notified the Corporation of his intention to resign from the position of President, effective immediately to facilitate the promotion of William Linnane, and of his intention to retire and resign from the position of Chie…
Other Events. As previously disclosed, on August 30, 2024, the Corporation entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Highwire Capital, LLC, a Texas limited liability company (“ Highwire ”), and Highwire Merger Co. I, Inc., a Delaware corporation and a wholly owned subsidiary of Highwire. On May 23, 2025, the Corporation terminated the Merger Agreement for failure of Highwire to consummate the transactions contemplated thereby. On August 26, 2025, the Corpora…
Regulation FD Disclosure. The Company intends to make a presentation to potential investors and advisers on August 27, 2025 as outlined in the "SPAR Midwest Ideas Conference Presentation" (the " Presentation ") attached as Exhibit 99.1 and furnished herewith. The presentation contains selected adjusted historical data for the Company and its marketplace and forward-looking statements (as defined below), including (without limitation) future priorities and goals. The Company does not intend, a…
Results of Operations and Financial Condition. On August 14, 2025, the Company announced its financial results for the second quarter ended June 30, 2025. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Background Respecting the CIC Agreement and Bartels Board Seat As previously reported, the Company is a party to the Change of Control, Voting and Restricted Stock Agreement (the " CIC Agreement ") that became effective on January 28, 2022, when signed by the Company and Mr. Robert G. Brown, (" Mr. Robert G. Brown "), Mr. William H. Bartels, (" Mr.…
Results of Operations and Financial Condition. On July 17, 2025, the Company announced its financial results for the first quarter ended March 31, 2025. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1. 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 respecti…
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On July 16, 2025, the management of the Company and the audit committee of the board of directors of the Company (the “ Audit Committee ”), in consultation with BDO USA P.C. (“ BDO ”), the Company’s independent registered public accounting firm, determined that the Company’s audited consolidated financial statements (collectively, the “ Financial Statements ”) for the fiscal years end…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Obligation to File Periodic Financial Reports Rule Form 10-K for the period ended December 31, 2024 As a result of its failure to file its Form 10-K for the period ended December 31, 2024, SGRP received a notification letter from Nasdaq dated April 23, 2025 (the " First Nasdaq Noncompliance Letter "), stating that SGRP no longer complied with Nasdaq Listing Rule 5250 requiring listed companies…
Termination of a Material Definitive Agreement. As previously disclosed, on August 30, 2024, the Corporation entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Highwire Capital, LLC, a Texas limited liability company (“ Parent ”), and Highwire Merger Co. I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the Merger Agreement, Merger Sub was expected to merge with and into the Corporation (the “ Merger ”), with the Co…
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