SPAR Group Announces Director Changes and Officer Compensation

TL;DR

SPAR Group board shakeup: Michael Smith out, David Smith in. Officer pay details also filed.

AI Summary

SPAR Group, Inc. announced on August 25, 2025, the departure of director Michael R. Smith and the appointment of new director David M. L. R. Smith. The company also reported on compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this filing.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters like director changes and officer compensation disclosures, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• SPAR Group, Inc. (company) — Registrant
• Michael R. Smith (person) — Departing Director
• David M. L. R. Smith (person) — Appointed Director
• August 25, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock , $0.01 par value SGRP The Nasdaq Stock Mark
• $2,000,000 — y to Mr. Matacunas a retention bonus of $2,000,000; (ii) Mr. Matacunas' stock options for
• $4m — ll terminate relieving the Company of a $4m potential liability. The foregoing des
• $415,000 — ill pay to Mr. Linnane a base salary of $415,000 and the opportunity to earn an annual b
• $588,258 — nt provides for an aggregate payment of $588,258 in accordance with the Lutz Change of C
• $15,000 — ptember 8, 2025 for a consulting fee of $15,000 per month. The foregoing descriptions
• $871,405 — nt provides for an aggregate payment of $871,405 in accordance with the Belzer Change of

Filing Documents

• sgrp20250828_8k.htm (8-K) — 47KB
• ex_857947.htm (EX-10.1) — 50KB
• ex_857948.htm (EX-10.2) — 33KB
• ex_857949.htm (EX-10.3) — 82KB
• ex_857950.htm (EX-10.4) — 24KB
• ex_857951.htm (EX-10.5) — 41KB
• ex_857952.htm (EX-10.6) — 31KB
• ex_857953.htm (EX-10.7) — 25KB
• ex_857954.htm (EX-10.8) — 40KB
• spar01.jpg (GRAPHIC) — 8KB
• spar02.jpg (GRAPHIC) — 2KB
• 0001437749-25-028031.txt ( ) — 605KB
• sgrp-20250825.xsd (EX-101.SCH) — 3KB
• sgrp-20250825_def.xml (EX-101.DEF) — 11KB
• sgrp-20250825_lab.xml (EX-101.LAB) — 15KB
• sgrp-20250825_pre.xml (EX-101.PRE) — 11KB
• sgrp20250828_8k_htm.xml (XML) — 3KB

Forward Looking Statements

Forward Looking Statements 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): collection of the termination fee from Highwire Capital, 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 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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: 10.1 Transition Agreement, dated August 25, 2025, between SPAR Group, Inc. and Michael R. Matacunas. 10.2 Mutual Release of Claims, dated August 25, 2025, between SPAR Group, Inc. and Michael R. Matacunas. 10.3 Employment Agreement, dated August 25, 2025, between SPAR Group, Inc. and William Linnane. 10.4 Departure Agreement, dated August 25, 2025, between SPAR Group, Inc. and Ron Lutz. 10.5 Supplemental Mutual Release Pursuant to Change of Control Severance Agreement, dated August 25, between SPAR Group, Inc. and Ron Lutz. 10.6 Consulting Services Agreement, dated August 25, 2025, between SPAR Group, Inc. and Ron Lutz. 10.7 Departure Agreement, dated August 25, 2025, between SPAR Group, Inc. and Kori Belzer. 10.8 Supplemental Mutual Release Pursuant to Change of Control Severance Agreement, dated August 25, between SPAR Group, Inc. and Kori Belzer. 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 29, 2025 By: /s/ Michael R. Matacunas Michael R. Matacunas, CEO

View Full Filing

View this 8-K filing on SEC EDGAR