SPAR Group Files 8-K: Director Changes & Financials

TL;DR

SPAR Group's 8-K shows director changes and financial updates.

AI Summary

SPAR Group, Inc. filed an 8-K on August 18, 2025, reporting on the departure of a director, election of new directors, and compensatory arrangements. The filing also includes financial statements and exhibits related to the company's operations as of August 12, 2025.

Why It Matters

This filing signals potential shifts in the company's leadership and governance, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in directorship and the release of financial information can introduce uncertainty and affect stock performance.

Key Players & Entities

• SPAR Group, Inc. (company) — Registrant
• August 12, 2025 (date) — Earliest event reported
• August 18, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock , $0.01 par value SGRP The Nasdaq Stock Mark

Filing Documents

• sgrp20250806_8k.htm (8-K) — 37KB
• ex_853590.htm (EX-99.1) — 316KB
• logo.jpg (GRAPHIC) — 14KB
• logosmall.jpg (GRAPHIC) — 3KB
• 0001437749-25-027246.txt ( ) — 530KB
• sgrp-20250812.xsd (EX-101.SCH) — 3KB
• sgrp-20250812_def.xml (EX-101.DEF) — 11KB
• sgrp-20250812_lab.xml (EX-101.LAB) — 15KB
• sgrp-20250812_pre.xml (EX-101.PRE) — 11KB
• sgrp20250806_8k_htm.xml (XML) — 3KB

02 – Results of Operations and Financial Condition

Item 2.02 – 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. Item 5.02 – 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. Bartels "), SPAR Administrative Services, Inc., (" SAS "), and SPAR Business Services, Inc. (" SBS "). Mr. Brown, Mr. Bartels, SAS and SBS may be referred to collectively as the " Ma j ori ty Stockholders ". The CIC Agreement was approved by the Board of Directors of SGRP (the " Board "). During the term of the CIC Agreement, Mr. Bartels has the right to nominate for election to the Board one director (the " Bartels Board Seat ") and the CIC Agreement gives him the right to replace that director from time to time. Resignation of William H. Bartels and Appointment of Tim Cook On August 12, 2025, Mr. Bartels resigned from the Board. Mr. Bartels' resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. On the same date, Mr. Bartels nominated, and the Board appointed, Tim Cook as director to fill the Bartels Board Seat that was vacated upon Mr. Bartels' resignation. Mr. Cook's appointment to the Board was effective immediately. Mr. Cook was also appointed as Chairman of the Governance Committee, and will serve as a member of the Audit Committee and the Compensation Committee, effective immediately. M

Forward Looking Statements

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 (the "Securities Act") and Section 21E of the Exchange Act, 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 on Form 8-K may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): potential non-compliance with applicable Nasdaq rules regarding the filing of periodic financial reports, director independence, bid price or other rules; any potential non-compliance with applicable Nasdaq annual meeting, director independence, bid price or other rules; the impact of selling certain of the Corporation's subsidiaries or any resulting impact 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 SPAR Group, see its 2024 Annual Report and other SEC Reports as filed with the SEC. The information contained in this Current Report on Form 8-K 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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: 99.1 Press Release announcing earnings for the Company for the second quarter ended June 30, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: August 18, 2025 By: /s/ Michael R. Matacunas Michael R. Matacunas, President & CEO

View Full Filing

View this 8-K filing on SEC EDGAR