SPARグループの適時開示・重要契約・その他

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): March 13, 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 Amended 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the SEC on July 17, 2025 (the "2024 Annual Report"), and (b) SGRP's 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 2024 Annual Report, each an "SEC Report").

Item 1.01 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-only payments required monthly, and the Loan is repayable in full after a term of 36 months on March 16, 2029.

The Loan provides for a staggered funding schedule as follows:

●

Initial Drawdown: $3,000,000 was drawn by the Company on March 16, 2026.

●

Additional Drawdown: The remaining $1,000,000 is available to drawdown in July 2026.

In connection with the Loan, SMF has agreed to cause SGRP to issue to PC Group 1,000,000 shares of SGRP's Common Stock at a deemed value of $0.80 per share, totaling $800,000, which issuance is to occur within thirty (30) days after execution of the Note without restrictions other than applicable securities laws. Under the terms of the Loan, this $800,000 deemed value will be applied as a reduction to the final principal payoff amount due at the end of the 36-month term, but that a reduction is subject to adjustment if SGRP issues shares of its Common Stock, or securities convertible into such shares, for less than $0.80 per share at any time during the thirty-six (36) months following the Note's effective date.

SGRP joined in executing the Note as an unconditional guarantor of the payment and performance of all of SMF's obligations under the Note.

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, the Corporation and its subsidiaries. "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, and other applicable federal and state securities laws, rules and regulations, as amended.

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 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): borrowing, repaying or guarantying the Loan under the Note or paying interest thereon; issuing the shares of SGRP's Common Stock pursuant to the Note; the departure of various Corporation executives 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.

For additional information and risk factors that could affect the Corporation, see its 2024 Annual Report and other SEC Reports as filed with the SEC. 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.

You should carefully review and consider the Corporation's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted 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 affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation 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 Unsecured Promissory Note and Share Grant effective as of March 13, 2026, issued by SPAR Marketing Force, Inc., as borrower, and SPAR Group, Inc., as guarantor, to PC Group, Inc., as lender (as filed herewith).

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: March 19, 2026
	By:	/s/ Steve Hennen
		Steve Hennen, Chief Financial Officer, Secretary and Treasurer

EX-10.1 2 ex_934238.htm EXHIBIT 10.1 ex_934238.htm

Exhibit 10.1

UNSECURED PROMISSORY NOTE

$4,000,000

This Senior Unsecured Promissory Note (the “Note”) is issued effective March 13, 2026

(the “Effective Date”).

Lender

PC Group, Inc.

5282 South Commerce Dr., Suite D292 Murray, Utah 84107

Attn: John Merrill, CFO

Borrower

SPAR Marketing Force, Inc. 110 East Boulevard, Suite 1600

Charlotte, NC 28203

Attn: William Linnane, President & CEO

Borrower is a subsidiary of SPAR Group, Inc., a publicly traded company.

FOR VALUE RECEIVED, SPAR Marketing Force, Inc., (“Borrower”) promises to pay to the order of PC Group, Inc. (“Lender”), the principal sum of Four Million Dollars ($4,000,000), or such lesser amount as is advanced and outstanding hereunder (the “Loan Amount”), on March 16, 2029 (the “Maturity Date”), together with interest thereon as provided in Section 2 of this Promissory Note (this “Note”).

1.	Loan Advances

The loan shall be funded in two tranches. The Initial Advance of $3,000,000 shall be made on or before March 17, 2026, with a Second Advance of $1,000,000 available for Borrower to draw on or after July 17, 2026. Borrower may draw the second tranche only once.

Interest

Interest shall accrue on the outstanding Loan Amount at a rate of Eight Percent (8.0%) per annum, calculated on a 365-day year basis.

3.	Payment Terms

Borrower shall make monthly interest-only payments beginning April 17, 2026 ,and each month thereafter, on the then outstanding Loan Amount.

Maturity

The loan shall mature thirty-six (36) months from the Effective Date (the “Term”), on March 16, 2029 (the “Maturity Date”).

On the Maturity Date Borrower shall pay all outstanding principal together with accrued but unpaid interest and any other amounts due under this Note.

5.	Prepayment

Borrower may prepay this Note at any time without penalty.

Lender shall have no early call rights prior to maturity.

6.	Equity Consideration

As additional consideration for the loan, Borrower shall cause SPAR Group, Inc. to issue to Lender One Million (1,000,000) shares of unrestricted common stock (“Stock”) at a deemed value of $0.80 per share

Such shares shall be issued within thirty (30) days after execution of this Note.

Borrower represents that the shares shall be duly authorized, validly issued, fully paid and non-assessable and free of liens or restrictions other than applicable securities laws.

7.	Events of Default

The following shall constitute an Event of Default:

Failure to make any payment when due.

Bankruptcy or insolvency of Borrower.

Breach of any material covenant or representation in this Note.

Failure to deliver the equity consideration described above.

8.	Default Interest

Upon an Event of Default, interest shall accrue at the rate of Twelve Percent (12%) per annum.

Remedies

Upon the occurrence of an Event of Default, Lender may declare all amounts immediately due and payable and pursue any remedies available at law or equity.

10.	Wire Instructions

Loan proceeds shall be wired to:

Beneficiary Account Name

SPAR Group Inc

Routing Number

Account Number

Bank

SWIFT

11.	Governing Law

This Note shall be governed by the laws of the State of Utah, and venue for any dispute shall be Salt Lake County, Utah.

12.	Parent Company Guaranty

SPAR Group, Inc. ("Guarantor") hereby irrevocably and unconditionally guarantees the full and prompt payment and performance of all obligations of Borrower under this Note.

This guaranty is a continuing, absolute, and unconditional guaranty of payment, and Lender shall not be required to exhaust remedies against Borrower prior to enforcing this guaranty.

Guarantor waives notice of acceptance, demand, diligence, and presentment, and agrees that its obligations shall remain in effect until all amounts under this Note have been fully paid.

13.	Information Rights

So long as any amounts remain outstanding under this Note, Borrower and Guarantor shall provide Lender with copies of all reports and filings made with the U.S. Securities and Exchange Commission, including Forms 10-K, 10-Q, and 8-K, promptly after such filings become publicly available.

Borrower shall also promptly notify Lender of any Event of Default, material litigation, or any merger, acquisition, or change of control involving Borrower or Guarantor.

14.	Attorneys’ Fees and Enforcement

Borrower and Guarantor agree to reimburse Lender for all reasonable attorneys’ fees, court costs, and enforcement expenses incurred in protecting or enforcing Lender’s rights under this Note, including amounts incurred in litigation, bankruptcy, or collection proceedings.

Such amounts shall be added to the obligations under this Note and shall accrue interest at the Default Interest Rate until paid.

15.	Equity Price Protection

If, during the thirty-six (36) months following the Effective Date, SPAR Group, Inc. issues or sells any shares of common stock or equity securities convertible into common stock at a price per share below $0.80, SPAR Group, Inc. shall issue to Lender, for no additional consideration, such additional shares as are necessary to preserve the economic value of the Stock issued as consideration under this Note, calculated on a weighted-average basis.

At each anniversary of the Effective Date, including the Maturity Date, if the trading value of the Stock is less than $0.80 per share, Borrower shall cause to be issued by Guarantor to Lender such number of shares of its common stock so that the total number of shares delivered to Lender has a trading value of at least 800,000.

At any time during the Term and on the Maturity Date, the credit toward the Loan Amount the Borrower shall receive shall be limited to the trading value of the Stock not to exceed $0.80 per share.

It is understood and agreed that if at any time during the Term Lender liquidates some or all of the Stock, Borrower shall receive the value of the liquidated Stock up to $0.80 per share as a credit toward the outstanding Loan Amount.

IN WITNESS WHEREOF, each of the undersigned has caused this Note to be duly executed by its oﬃcers, thereunto duly authorized as of the date ﬁrst above written.

LENDER

PC Group, Inc.

By:

John Merrill, CFO

Date:

BORROWER

SPAR Marketing Force, Inc.

By:

William Linnane, President & CEO

Date:

GUARANTOR

SPAR Group, Inc.

By:

Name:

Title:

Date: