SPAR Group, Inc. ("SGRP" or the "Corporation"), and its subsidiaries (and SGRP together with its subsidiaries may be referred to as ("SPAR Group", the "Company", "SPAR", "We", or "Our") is a global merchandising and brand marketing services company, providing a broad range of services to retailers, consumer goods manufacturers and distributors around the world. 

Recent Developments

On March 29, 2026, the Company entered into an amendment with ReposiTrak, Inc. (“TRAK”), an affiliate of PC Group, Inc (“PC Group”) (the “Amendment”), to that certain Services Agreement, dated March 13, 2026 (the “Agreement”), entered into and between the Company and TRAK. Under the terms of the Agreement, the Company agreed to provide certain services to the Company related to (i) data analytics and internal reporting of the Company’s merchandising services that support consumer brands and retailers; (ii) out-of-stocks verification and remediation; (iii) scanned based trading merchandising; (iv) merchandising route optimization; (v) IT and technical optimization; and (v) consulting and training (together, the “Services”) for a one-year term beginning March 13, 2026 with an aggregate contract value of $2,325,000. In accordance with the terms of the Agreement, the Company was to pay TRAK in cash for the Services provided thereunder.

Under the terms of the Amendment, TRAK had the option to elect to receive payment for the Services in cash, shares of common stock of the Company, or a combination thereof. Any issuance of common stock pursuant to the Amendment was valued based upon the volume weighted average price (“VWAP”) of common stock for the five trading days immediately preceding the applicable issuance date.

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

Effective June 1, 2026, the Company and TRAK entered into a further IT & Development Services Agreement for a term beginning on June 1, 2026 through May 31, 2027 (“IT Agreement”).  Under the terms of the IT Agreement, TRAK will (i) develop, configure, and implement the TRAK application framework to support the functional capabilities of the SPAR View; (ii) evaluate the SPAR View application and define the technical approach for migrating its functionality to the upgraded platform; (iii) access the capabilities, skills, and organizational fit of current IT and development personnel; (iv) review SPAR’s existing IT organization, systems and processes; and (v) provide recommendations regarding SPAR’s technology architecture, staffing and suggest operational improvements (together, “IT Services”).  The consideration to be paid for the IT Services is $151,500 per month.