---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-26-019390"
form_type: "8-K"
ticker: "SGRP"
cik: "0001004989"
company_name: "SPAR Group, Inc."
filed_at: "2026-06-03T20:45:29+00:00"
generated_at: "2026-06-03T21:06:56.601084+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# SPAR Group issues 3.19M shares to ReposiTrak to settle $2.325M services payable

## Summary
- SPAR issued 3,190,569 shares at $0.7287 each (5-day VWAP) to satisfy the $2.325M services payable.
- ReposiTrak elected stock payment under Amendment No. 1 to Services Agreement dated May 29, 2026.
- Shares are unregistered and issued under Section 4(a)(2) and Rule 506(b) to an accredited investor.
- No shareholder approval was required; issuance was below the 19.99% Nasdaq threshold.
- The amendment allows ReposiTrak to elect cash, stock, or a combination for future payments.

## SEC filing metadata
- accession: 0001437749-26-019390
- form_type: 8-K
- ticker: SGRP
- cik: 0001004989
- company_name: SPAR Group, Inc.
- filed_at: 2026-06-03T20:45:29+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1004989/000143774926019390/0001437749-26-019390-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1004989/000143774926019390/sgrp20260603_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-26-019390
- JSON: https://secwatch.observer/filing/0001437749-26-019390.json
- Plain text: https://secwatch.observer/filing/0001437749-26-019390.txt

## Key facts
- Equity Issuances
  SPAR Group, Inc. issued 3,190,569 shares of common stock to ReposiTrak, Inc. for $2,325,000.
  - Security: common stock
  - Shares: 3,190,569 shares
  - Purchaser: ReposiTrak, Inc.
  - Consideration: $2,325,000
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1004989/000143774926019390/0001437749-26-019390-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.