SPAR Group, Inc. Enters Material Definitive Agreement

TL;DR

SPAR Group just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

On October 9, 2025, SPAR Group, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event. The filing was made on October 16, 2025.

Why It Matters

This filing indicates a significant new financial commitment or obligation for SPAR Group, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Numbers

• 000-27408 — SEC File Number (Identifies the company's filing history with the SEC.)
• 33-0684451 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• SPAR Group, Inc. (company) — Registrant
• October 9, 2025 (date) — Date of earliest event reported
• October 16, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 1910 Opdyke Court, Auburn Hills, MI (address) — Principal business address

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock , $0.01 par value SGRP The Nasdaq Stock Mark
• $14.5 million — f the US Revolving Credit Facility to US$14.5 million and decreased the Canada Revolving Cred
• $1.5 million — Canada Revolving Credit Facility to CDN$1.5 million. In addition, the First Modification Ag
• $4.5 million — e cap on unbilled accounts for SMF to US$4.5 million from US$3.9 million. As previously rep
• $3.9 million — counts for SMF to US$4.5 million from US$3.9 million. As previously reported, on March 22,
• $16.5 million — f the US Revolving Credit Facility to US$16.5 million while the Canada Revolving Credit Facil
• $5.5 million — e cap on unbilled accounts for SMF to US$5.5 million from US$4.5 million. On December 16, 2
• $17.5 million — f the US Revolving Credit Facility to US$17.5 million while the Canada Revolving Credit Facil
• $6.5 million — e cap on unbilled accounts for SMF to US$6.5 million from US$5.5 million. On August 9, 2022
• $28 million — f the US Revolving Credit Facility to US$28 million and increase the Canada Revolving Credi
• $2 million — Canada Revolving Credit Facility to CDN$2 million. In addition, the Sixth Modification Ag
• $7 million — unts in the borrowing base for SMF to US$7 million from US$6.5 million. On March 28, 2024
• $30 m — f the US Revolving Credit Facility to US$30 million, and to increase the amount of th
• $6 million — e Canada Revolving Credit Facility to US$6 million. In addition, the Eighth Modification A
• $15 million — n the US Borrower's borrowing base to US$15 million (from the prior cap of US$7 million) an

Filing Documents

• sgrp20251015_8k.htm (8-K) — 48KB
• ex_870193.htm (EX-10.1) — 303KB
• ex_870194.htm (EX-10.2) — 15KB
• ex_870195.htm (EX-10.3) — 15KB
• 0001437749-25-031161.txt ( ) — 594KB
• sgrp-20251009.xsd (EX-101.SCH) — 3KB
• sgrp-20251009_def.xml (EX-101.DEF) — 11KB
• sgrp-20251009_lab.xml (EX-101.LAB) — 15KB
• sgrp-20251009_pre.xml (EX-101.PRE) — 11KB
• sgrp20251015_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, the Company, through SPAR Marketing Force, Inc. (" SMF ") and SPAR Canada Company ULC (" SCC ", and collectively with SMF, the " NM Borrowers "), has a secured revolving credit facility in the United States (the " US Revolvin g Credit Facility ") and Canada (the " Canada Revolvin g Credit Facility ", and collectively with the US Revolving Credit Facility, the " NM Credit Facili ty") with North Mill Capital, LLC, d/b/a SLR Business Credit (" NM "). In order to obtain, document and govern the NM Credit Facility, SMF. SCC, SGRP and certain of SGRP's direct and indirect subsidiaries in the United States and Canada (including SMF and SCC as borrowers and SGRP as a guarantor, collectively, the " NM Loan Parties ") entered into a Loan and Security Agreement with NM dated as of April 10, 2019, which, as amended from time to time (as amended, the " NM Loan A g reement "), governs the NM Credit Facility. Pursuant to the NM Loan Agreement, the NM Borrowers agreed to reimburse NM for legal and documentation fees incurred in connection with the NM Loan Agreement and such amendments. As previously reported, on January 5, 2021, the NM Loan Parties and NM executed and delivered a First Modification Agreement as of January 4, 2021, and effective as of December 31, 2020 (the " First Modification A g reement "), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from October 10, 2021, to April 10, 2022, and increased the amount of the US Revolving Credit Facility to US$14.5 million and decreased the Canada Revolving Credit Facility to CDN$1.5 million. In addition, the First Modification Agreement increased SMF's borrowing base availability for unbilled receivables to up to 70% from January 1, 2021, through June 30, 2021, and increased the cap on unbilled accounts for SMF to US$4.5 million from US$3.9 million. As previously reported, on March 22, 2021, the NM Parties and

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 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 10.1 Eighth Modification A g reement dated as of October 9, 2025, among North Mill Capital, LLC, d/b/a SLR Business Credit, SPAR Group, Inc. and certain of its direct and indirect subsidiaries in the United States and Canada. 10.2 US $30 million Sixth Amended and Restated Revolvin g Credit Master Promissory Note executed and delivered by SMF to NM and dated as of October 9, 2025 . 10.3 US $6 million Fifth Amended and Restated Revolvin g Credit Master Promissory Note executed and delivered by SCC to NM and dated as of October 9, 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: October 16, 2025 By: /s/ Antonio Calisto Pato Antonio Calisto Pato, Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR