{"url_path":"/sec/sgrp/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1004989/0001437749-26-010508-index.html","accession_number":"0001437749-26-010508","cik":"0001004989","ticker":"SGRP","issuer_name":"SPAR Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1004989/0001437749-26-010508-index.html","primary_entity_key":"0001004989","primary_entity_name":"SPAR Group, Inc."},"word_count":5413,"has_tables":true,"body_markdown":"**Item 15. Exhibits and Financial Statement Schedules**\n\n \n\n**     Index to Financial Statements filed as part of this report:**\n\n \n\nReport of Independent Registered Public Accounting Firm (BDO USA, P.C.; Troy, Michigan; PCAOB ID#243)\n\n[28](#report)\n\n  \n\nConsolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024[29](#income)\n\n  \n\nConsolidated Balance Sheets as of December 31, 2025 and 2024\n[30](#balance)\n\n  \n\nConsolidated Statement of Stockholders' Equity for the years ended December 31, 2025 and 2024\n[31](#equity)\n\n  \n\nConsolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024\n[32](#cf)\n\n  \n\nNotes to Consolidated Financial Statements\n[33](#notes)\n\n \n\n \n\n \n \n\n**Exhibits**\n\n \n\n**Exhibit**\n\n**Number**\n \n**Description**\n\n   \n\n2.1 [Agreement and Plan of Merger, dated August 30, 2024, by and among Highwire Capital, LLC, Highwire Merger Co. I, Inc. and SPAR Group, Inc. (incorporated by reference to Exhibit 2.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on September 3, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924028210/ex_720310.htm)\n\n   \n\n3.1\n \n[Certificate of Incorporation of SPAR Group, Inc. (referred to therein under its former name of PIA Merchandising Services, Inc.), as amended, incorporated by reference to the Corporation’s Registration Statement on Form S-1 (Registration No. 33-80429), as filed with the SEC on December 14, 1995, and the Certificate of Amendment filed with the Secretary of State of the State of Delaware on July 8, 1999 (which, among other things, changes the Corporation’s name to SPAR Group, Inc.), (incorporated by reference to Exhibit 4.1 to the Corporation’s Registration Statement on Form S-8 (Registration No. 33-80429) as filed with the SEC on April 2, 2021).](http://www.sec.gov/Archives/edgar/data/1004989/000089256999002279/0000892569-99-002279.txt)\n\n   \n\n3.2\n \n[Certificate of Elimination of the Certificate of Designation of Series \"A\" Preferred Stock of SPAR Group, Inc., adopted as of January 25, 2022 (incorporated by reference to Exhibit 3.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922001867/ex_329139.htm)\n\n   \n\n3.3\n \n[Certificate of Designation of Series \"B” Convertible Preferred Stock of SPAR Group, Inc., adopted January 25, 2022 (incorporated by reference to Exhibit 3.2 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922001867/ex_329140.htm)\n\n   \n\n3.4\n \n[Amended and Restated By-Laws of SPAR Group, Inc., as adopted, restated, effective and dated January 22,2026 (incorporated by reference to Exhibit 3.3 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2026). ](http://www.sec.gov/Archives/edgar/data/1004989/000143774926002307/ex_911536.htm)\n\n   \n\n3.5\n \n[Amended and Restated Charter of the Audit Committee of the Board of Directors of SPAR Group, Inc., adopted, restated, effective and dated August 12, 2020, (incorporated by reference to Exhibit 3.4 to the First Amendment to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on April, 29, 2021 (\"SGRP's 2020 Annual Report Amendment\"). ](http://www.sec.gov/Archives/edgar/data/1004989/000143774921010224/ex_243874.htm)\n\n   \n\n3.6\n \n[Charter of the Compensation Committee of the Board of Directors of SPAR Group, Inc., Amended, Restated and Dated (as of) August 11, 2020, (incorporated by reference to Exhibit 3.5 to the First Amendment to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on April, 29, 2021 (\"SGRP's 2020 Annual Report Amendment\").](http://www.sec.gov/Archives/edgar/data/1004989/000143774921010224/ex_243875.htm)\n\n   \n\n3.7\n \n[Charter of the Governance Committee of the Board of Directors of SPAR Group, Inc., Dated (as of) April 23, 2020 and As Amended through March 18, 2021 (incorporated by reference to Exhibit 3.6 to the First Amendment to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on April, 29, 2021 (\"SGRP's 2020 Annual Report Amendment\").](http://www.sec.gov/Archives/edgar/data/1004989/000143774921010224/ex_243876.htm)\n\n   \n\n3.8\n \n[SPAR Group, Inc. Statement of Policy Respecting Stockholder Communications with Directors, adopted on May 18, 2004 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on May 27, 2004).](http://www.sec.gov/Archives/edgar/data/1004989/000091068004000558/f8k052104-exhibit3_5.txt) \n\n   \n\n3.9\n \n[SPAR Group, Inc. Statement of Policy Regarding Director Qualifications and Nominations, adopted on May 18, 2004 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on May 27, 2004).](http://www.sec.gov/Archives/edgar/data/1004989/000091068004000558/f8k052104-exhibit3_6.txt)\n\n   \n\n3.10\n \n[SPAR Group, Inc. Statement of Policy Respecting Complaints and Communications by Employees and Others as Amended and Restated as of August 13, 2015 (also known as the Whistleblower Policy) (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on April 2, 2018).](http://www.sec.gov/Archives/edgar/data/1004989/000143774918006047/ex_108819.htm) \n\n   \n\n3.11\n \n[SGRP 2024 Stock Repurchase Program as approved by SGRP's Audit Committee and adopted by its Board of Directors on March 28, 2024 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on April 3, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010743/ex_648641.htm)\n\n   \n\n4.1\n \n[Form of SGRP's Common Stock Certificate (incorporated by reference to SGRP's Pre-Effective Amendment No. 1 to its Registration Statement on Form S-3 (Registration No. 333-162657) as filed with the SEC on February 7, 2011).](http://www.sec.gov/Archives/edgar/data/1004989/000091068011000054/ex4-5.htm)\n\n   \n\n4.2\n \n[Form of SGRP's Series B Preferred Stock Certificate (incorporated by reference to SGRP’s Annual Report on Form 10-K, as filed with the SEC on April 17, 2023)](http://www.sec.gov/Archives/edgar/data/1004989/000143774923010432/ex_488281.htm)\n\n   \n\n4.3 \n \nRegistration Rights Agreement entered into as of January 21, 1992, by and between SGRP (as successor to, by merger in 1996 with, PIA Holding Corporation, f/k/a RVM Holding Corporation, the California Limited Partnership, The Riordan Foundation and Creditanstalt-Bankverine (incorporated by reference to the Form S-1).\n\n21\n\n \n\n \n\n   \n\n4.4\n \n[Summary Description and Prospectus dated August 24, 2009, respecting the SPAR Group, Inc. 2008 Stock Compensation Plan, as amended (incorporated by reference to Exhibit 99(a)(1)(G) to SGRP's SC TO-I).](http://www.sec.gov/Archives/edgar/data/1004989/000091068009000415/ex99a1g-sc13e4f_082409.htm)\n\n   \n\n10.1\n \n[2021 Stock Compensation Plan of SPAR Group, Inc., effective as of August 12, 2021 (incorporated by reference to Appendix A to the Corporation’s Definitive Proxy Statement filed with the SEC on July 13, 2021).](http://www.sec.gov/Archives/edgar/data/0001004989/000143774921017180/sgrp20210719_defr14a.htm)\n\n   \n\n10.2\n \n[2020 Stock Compensation Plan of SPAR Group, Inc., effective as of January 19, 2021 (incorporated by reference to Annex B to the Corporation’s Definitive Proxy Statement filed with the SEC on December 10, 2020).](http://www.sec.gov/Archives/edgar/data/1004989/000143774920025105/sgrp20201208_def14a.htm)\n\n   \n\n10.3\n \n[2018 Stock Compensation Plan of SGRP, effective as of May 2, 2018 (incorporated by reference to Annex A to SGRP's Definitive Proxy Statement filed with the SEC on April 18, 2018).](http://www.sec.gov/Archives/edgar/data/1004989/000143774918007077/sgrp20180414_def14a.htm)\n\n   \n\n10.4\n \n[2008 Stock Compensation Plan, effective as of May 29, 2008, and as amended through May 28, 2009 (the \"SGRP 2008 Plan\") (incorporated by reference to SGRP's Current Report on Form 8-K dated June 4, 2009, as filed with the SEC on June 4, 2009).](http://www.sec.gov/Archives/edgar/data/1004989/000091068009000303/ex10_1-f8k052809.htm)\n\n   \n\n10.5\n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Kori G. Belzer (incorporated by reference to Exhibit 10.6 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_643961.htm)\n\n   \n\n10.6\n\n \n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of March 24, 2022, between SGRP and Kori G. Belzer (incorporated by reference to Exhibit 10.7 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597528.htm)\n\n   \n\n10.7\n\n \n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Antonio Calisto Pato (incorporated by reference to Exhibit 10.8 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_643960.htm)\n\n   \n\n10.8\n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and William Linnane (incorporated by reference to Exhibit 10.9 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_643964.htm)\n\n   \n\n10.9\n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of March 24, 2022, between SGRP and William Linnane (incorporated by reference to Exhibit 10.10 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597529.htm)\n\n   \n\n10.10\n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Ron Lutz (incorporated by reference to Exhibit 10.11 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_643963.htm)\n\n   \n\n10.11\n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of March 24, 2022, between SGRP and Ron Lutz (incorporated by reference to Exhibit 10.12 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597530.htm)\n\n   \n\n10.12\n \n[Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Mike Matacunas (incorporated by reference to Exhibit 10.13 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_643962.htm)\n\n   \n\n10.13\n \n[Inducement RSU Contract between SPAR Group, Inc. and Antonio Calisto Pato dated March 10, 2023 (incorporated by reference to Exhibit 10.14 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597531.htm)\n\n   \n\n10.14\n \n[Inducement RSU Contract, between SPAR Group, Inc. and William Linnane, dated August 2, 2021 (incorporated by reference to Exhibit 10.6 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922009005/ex_343376.htm)\n\n   \n\n10.15\n \n[Inducement RSU Contract, between SPAR Group, Inc. and Ron Lutz, dated August 2, 2021 (incorporated by reference to Exhibit 10.7 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922009005/ex_343377.htm)\n\n   \n\n10.16\n \n[Inducement Nonqualified Stock Option Contract, between SGRP and Mike Matacunas, dated February 22, 2021 (incorporated by reference to Exhibit 4.5 to the Corporation’s Registration Statement on Form S-8 (Registration No. 33-80429) as filed with the SEC on April 2, 2021).](http://www.sec.gov/Archives/edgar/data/0001004989/000143774921008074/ex_238839.htm)\n\n   \n\n10.17\n \n[Inducement RSU Contract, between SGRP and Mike Matacunas, dated February 22, 2021 (incorporated by reference to Exhibit 10.9 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922009005/ex_343378.htm)\n\n   \n\n10.18\n \n[Inducement Nonqualified Stock Option Contract, between SGRP and Fay DeVriese, dated August 31, 2020 (incorporated by reference to Exhibit 4.4 to the Corporation’s Registration Statement on Form S-8 (Registration No. 33-80429) as filed with the SEC on April 2, 2021).](http://www.sec.gov/Archives/edgar/data/0001004989/000143774921008074/ex_238838.htm)\n\n   \n\n10.19 [2024 Stock Repurchase Program (incorporated by reference to Exhibit 99.1 to SGRP's Current Report on Form 8-K as filed with the SEC on April 3, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010743/ex_648641.htm)\n\n   \n\n10.20 [2022 Stock Repurchase Program (incorporated by reference to Exhibit 99.1 to SGRP's Current Report on Form 8-K as filed with the SEC on May 24, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922013350/ex_379138.htm)\n\n   \n\n10.21\n \n[2001 Employee Stock Purchase Plan (incorporated by reference to SGRP's Proxy Statement for SGRP's annual stockholders meeting held on August 2, 2001, as filed with the SEC on July 12, 2001).](http://www.sec.gov/Archives/edgar/data/1004989/000091068001500252/sch14a_8-2.txt)\n\n22\n\n \n\n \n\n   \n\n10.22\n \n[2001 Consultant Stock Purchase Plan (incorporated by reference to SGRP's Proxy Statement for SGRP's Annual meeting held on August 2, 2001, as filed with the SEC on July 12, 2001).](http://www.sec.gov/Archives/edgar/data/1004989/000091068001500252/sch14a_8-2.txt)\n\n   \n\n10.23 [Independent Contractor's Agreement between SPAR Group, Inc. and Willliam Bartels dated as of October 1, 2025 (as filed herewith).](ex_937936.htm)\n\n   \n\n10.24 [Consulting Services Agreement between SPAR Group, Inc. and Ron Lutz dated as of August 25, 2025 (incorporated by reference to Exhibit 10.6 to SGRP's Current Report on Form 8-K, as filed with the SEC on August 29, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857952.htm)\n\n   \n\n10.25\n \n[Consulting Agreement dated January 27, 2022, effective February 1, 2022, between SGRP and Thenablers, Ltd., which is wholly owned by and will provide certain consulting services from Panagiotis (\"Panos\") N. Lazaretos (who retired as a SGRP director effective January 25, 2022) to SGRP regarding global sales and new markets’ expansion (incorporated by reference to Exhibit 10.3 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922001867/ex_329144.htm)\n\n   \n\n10.26\n \n[Consulting Agreement dated January 25, 2022, and effective January 26, 2022, between SGRP and James R. Brown, Sr. (who retired as a SGRP director effective January 25, 2022) (incorporated by reference to Exhibit 10.2 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922001867/ex_329143.htm)\n\n   \n\n10.27\n \n[Change of Control, Voting and Restricted Stock Agreement, effective January 28, 2022, by and among SGRP, Robert G. Brown, William H. Bartels, SPAR Administrative Services, Inc., a Nevada corporation, and SPAR Business Services, Inc., a Nevada corporation (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922001867/ex_329142.htm)\n\n   \n\n10.28\n \n[Change of Control Severance Agreement between SGRP and Antonio Calisto Pato dated as of February 28, 2023 (incorporated by reference to Exhibit 10.25 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597533.htm)\n\n   \n\n10.29\n \n[Corrective Global Amendment to Change of Control Severance Agreements between SGRP, Fay DeVriese, William Linnane and Ron Lutz made and entered into and effective as of August 10, 2022 (incorporated by reference to Exhibit 10.26 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597532.htm)\n\n   \n\n10.30\n \n[Amended and Restated Change of Control Severance Agreement (the \"CICSA”) between SGRP and Fay DeVriese made and entered into effective as of August 13, 2021 (incorporated by reference to Exhibit 10.1 to SGRP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the SEC on November 15, 2021).](http://www.sec.gov/Archives/edgar/data/1004989/000143774921026722/ex_302811.htm)\n\n   \n\n10.31\n \n[Change of Control Severance Agreement between SGRP and William Linnane dated as of July 12, 2021 (incorporated by reference to Exhibit 10.18 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022. ](http://www.sec.gov/Archives/edgar/data/1004989/000143774922009005/ex_343387.htm)\n\n   \n\n10.32\n \n[Change of Control Severance Agreement between SGRP and Ron Lutz dated as of July 12, 2021 (incorporated by reference to Exhibit 10.19 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922009005/ex_343388.htm)\n\n   \n\n10.33\n \n[Change of Control Severance Agreement by and among SGRP, SPAR Marketing Force, Inc. and Mike Matacunas dated as of January 26, 2021 (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on February 16, 2021).](http://www.sec.gov/Archives/edgar/data/0001004989/000143774921002904/ex_226591.htm)\n\n   \n\n10.34\n \n[Amended and Restated Change of Control Severance Agreement between Kori G. Belzer and SGRP, dated as of August 10, 2022 (incorporated by reference to Exhibit 10.2 to SGRP's Quarterly Report on Form 10-Q, as filed with the SEC on August 15, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922020520/ex_411626.htm)\n\n   \n\n10.35\n \n[Amended and Restated Change of Control Severance Agreement between Lawrence David Swift and SGRP dated as of August 10, 2022 (incorporated by reference to Exhibit 10.3 to SGRP's Current Report on Form 8-K, as filed with the SEC on August 14, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922020520/ex_411627.htm)\n\n   \n\n10.36 \n\n[Departure Agreement between SPAR Group, Inc. and Kori Belzer dated as of August 25, 2025 (incorporated by reference to Exhibit 10.7 to SGRP’s Current Report on Form 8-K, as filed with the SEC on August 29, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857953.htm)\n\n   \n\n10.37 \n[Supplemental Mutual Release Pursuant to Change in Control Severance Agreement between SPAR Group, Inc. and Kori Belzer dated as of August 25, 2025 (incorporated by reference to Exhibit 10.8 to SGRP’s Current Report on Form 8-K, as filed with the SEC on August 29, 2025)](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857954.htm).\n\n   \n\n10.38 [Severance Agreement and General Release between SPAR Group, Inc. and Antonio Calisto Pato dated as of December 12, 2025 (as filed herewith).](ex_937941.htm)\n\n   \n\n10.39 [Employment Agreement between SPAR Group, Inc. and Steven Hennen dated as of December 8, 2025 (incorporated by reference to Exhibit 10.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on December 11, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925037550/ex_897267.htm)\n\n   \n\n10.40 [Employment Agreement between SPAR Group, Inc. and William Linnane dated as of August 25, 2025 (incorporated by reference to Exhibit 10.3 to SGRP’s Current Report on Form 8-K, as filed with the SEC on August 29, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857949.htm)\n\n   \n\n10.41 [Departure Agreement between SPAR Group, Inc. and Ron Lutz dated as of August 25, 2025 (incorporated by reference to Exhibit 10.4 to SGRP’s Current Report on Form 8-K, as filed with the SEC on August 29, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857950.htm)\n\n   \n\n10.42 [Supplemental Mutual Release Pursuant to Change in Control Severance Agreement between SPAR Group, Inc. and Ron Lutz dated as of August 25, 2025 (incorporated by reference to Exhibit 10.5 to SGRP’s Current Report on Form 8-K, as filed with the SEC on August 29, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857951.htm)\n\n   \n\n10.43 [Transition Agreement between SPAR Group, Inc. and Michael R. Matacunas dated as of August 25, 2025 (incorporated by reference to Exhibit 10.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on August 29, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857947.htm)\n\n   \n\n10.44\n [Mutual Release of Claims between SPAR Group, Inc and Michael R. Matacunas dated as of August 25, 2025 (incorporated by reference to Exhibit 10.2 to SGRP’s Current Report on Form 8-K, as filed with the SEC on August 29, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925028031/ex_857948.htm)\n\n   \n\n10.45\n \n[Trademark License Agreement dated as of July 8, 1999, by and between SPAR InfoTech, Inc., and SPAR Trademarks, Inc. (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with the SEC on March 31, 2003).](http://www.sec.gov/Archives/edgar/data/1004989/000091068003000277/sparinfotechgmt.txt)\n\n   \n\n10.46\n \n[Trademark License Agreement dated as of July 8, 1999, by and between SPAR Marketing Services, Inc. (now known as SPAR Business Services, Inc.), and SPAR Trademarks, Inc. (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with the SEC on March 31, 2003).](http://www.sec.gov/Archives/edgar/data/1004989/000091068003000277/d462356.txt)\n\n23\n\n \n\n \n\n   \n\n10.47\n \n[Business Manager Agreement (re joint ownership of certain software) dated as of July 8, 1999, among SPAR Business Services, Inc. (f/k/a SPAR Marketing Services, Inc.), SPAR InfoTech, Inc., and SPAR Marketing Force, Inc.(incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999, as filed with the SEC on May 1, 2000).](http://www.sec.gov/Archives/edgar/data/1004989/000091068000000302/0000910680-00-000302.txt)\n\n   \n\n10.48\n \n[Joint Venture Agreement dated as of September 13, 2016, by and between JK Consultoria Empresarial Ltda.-ME, a limitada formed under the laws of Brazil, Earth Investments, LLC, a Nevada limited liability company, and SGRP Brasil Participações Ltda., a limitada formed under the laws of Brazil (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on April 2, 2018).](http://www.sec.gov/Archives/edgar/data/1004989/000143774917006637/ex10-25.htm)\n\n   \n\n10.49 [Share Purchase Agreement by and between on one side SPAR International Ltd. and SPAR Group International, Inc. as sellers, and, on the other side, JK Consultoria Empresarial Ltda. as purchaser, and, as intervening and consenting parties SGRP Brasil Participacoes Ltda. Jonathan Dagues Martins and, as guarantors SPAR Brasil Servicos De Merchandising E Tecnologia S.A., SGRP Servicos Ltda., SPAR Brasil Servicos Ltda., SPAR Brasil Servicos Temporarios Ltda., plus Trade Do Brasil Prestacao De Servicos Ltda. dated as of March 26, 2024 (as filed herewith).](ex_937942.htm)\n\n   \n\n10.50\n \n[Joint Venture Contract dated July 4, 2014, among SPAR China Inc., established and existing under the laws of Hong Kong, Wedone Shanghai, Co., Ltd., organized and existing under the laws of P.R. China, Shanghai Gold Pack Investment Management Co., Ltd., organized and existing under the laws of P.R. China, and XU Gang, an Australian citizen (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on April 17, 2017).](http://www.sec.gov/Archives/edgar/data/1004989/000143774917006637/ex10-24.htm)\n\n   \n\n10.51\n \n[Joint Venture Agreement dated as of September 3, 2012, by and between Combined Manufacturers National (Pty) Ltd and SGRP Meridian (Pty) Ltd, respecting SGRP's additional consolidated subsidiary in South Africa (incorporated by reference to SGRP's Annual Report on Form 10-K, as filed with the SEC on April 2, 2013).](http://www.sec.gov/Archives/edgar/data/1004989/000143774913003821/ex10-20.htm)\n\n   \n\n10.52\n \n[Joint Venture Agreement dated as of August 30, 2012, by and between National Merchandising of America, Inc., a Georgia corporation, SPAR NMS Holdings, Inc., a Nevada corporation and consolidated subsidiary of SGRP, and National Merchandising Services, LLC, a Nevada limited liability company and consolidated subsidiary of SGRP (incorporated by reference to SGRP's Quarterly Report on Form 10-Q, as filed with the SEC on November 9, 2012).](http://www.sec.gov/Archives/edgar/data/1004989/000143774912011339/ex10-1.htm)\n\n   \n\n10.53\n \n[Joint Venture Agreement dated as of August 2, 2011, by and among Todopromo, S.A. de C.V., Sepeme, S.A. de C.V., Top Promoservicios, S.A. de C.V., Conapad, S.C., Mr. Juan Francisco Medina Domenzain, Mr. Juan Francisco Medina Staines, Mr. Jorge Carlos Medina Staines, Mr. Julio Cesar Hernandez Vanegas, and SPAR Group International, Inc., respecting SGRP's consolidated subsidiary in Mexico (incorporated by reference to SGRP's Annual Report on Form 10-K, as filed with the SEC on April 2, 2013).](http://www.sec.gov/Archives/edgar/data/1004989/000143774913003821/ex10-21.htm)\n\n   \n\n10.54\n \n[Joint Venture Agreement dated as of March 29, 2006, by and between FACE AND COSMETIC TRADING SERVICES PTY LIMITED and SPAR International Ltd., respecting the Company's subsidiary in Australia (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as filed with the SEC on April 2, 2007).](http://www.sec.gov/Archives/edgar/data/1004989/000091068007000256/jvandshareholderagmt_270306.htm)\n\n   \n\n10.55\n \n[Joint Venture Shareholders Agreement between Friedshelf 401 (Proprietary) Limited, SPAR Group International, Inc., Derek O'Brien, Brian Mason, SMD Meridian CC, Meridian Sales & Merchandising (Western Cape) CC, Retail Consumer Marketing CC, Merhold Holding Trust in respect of SGRP Meridian (Proprietary) Limited, dated as of June 25, 2004, respecting SGRP's consolidated subsidiary in South Africa (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC on April 12, 2005).](http://www.sec.gov/Archives/edgar/data/1004989/000091068005000288/shareagmfor10k.txt)\n\n   \n\n10.56 [Sale of Shares Agreement among SPAR Group, International, Inc. (a SGRP subsidiary), as seller, and Friedshelf (Pty) Ltd. Lindicom Proprietary Limited, and Lindicom Empowerment Holdings Proprietary Limited as buyers, dated as of February 7, 2024 (incorporated by reference Exhibit 99.2 to SGRP’s Current Report on Form 8-K, as filed with the SEC on May 2, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924014361/ex_649926.htm)\n\n   \n\n10.57\n \n[$2,750,000.00 secured Promissory Note from SMF to Richard Justus dated as of April 18, 2024 (the \"Richard Justus Note\") (](ex_937943.htm)[as filed herewith).](ex_937943.htm)\n\n   \n\n10.58\n \n[Securities Pledge and Escrow Agreement securing the Richard Justus Note between SMF and Richard Justus dated as of April 18, 2024 (](ex_937944.htm)[as filed herewith).](ex_937944.htm)\n\n   \n\n10.59\n \n[Guaranty of the Richard Justus Note by SGRP, in favor of Richard Justus dated as of April 18, 2024 (](ex_937945.htm)[as filed herewith).](ex_937945.htm)\n\n   \n\n10.60\n [Consent for Richard Justus Note from North Mill Capital, LLC dated as of April 26, 2024 (as filed herewith).](ex_937946.htm)\n\n   \n\n10.61 [Securities Purchase Agreement between SMF and Richard Justus dates as of April 18, 2024 (as filed herewith).](ex_938191.htm)\n\n   \n\n10.62\n \n[Collateral Assignment (Security Agreement) (Trademarks) effective: April 10, 2019, from SPAR Trademarks, Inc., to North Mill, (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).](http://www.sec.gov/Archives/edgar/data/1004989/000143774919007807/ex_140831.htm)\n\n   \n\n10.63\n \n[Collateral Pledge Agreement dated as of April 10, 2019, by SGRP, the US NM Borrower and SPAR Acquisition, Inc., in favor of North Mill, (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).](http://www.sec.gov/Archives/edgar/data/1004989/000143774919007807/ex_140830.htm)\n\n   \n\n10.64\n \n[Corporate Guaranty dated as of April 10, 2019, from the NM Guarantors to North Mill, (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).](http://www.sec.gov/Archives/edgar/data/1004989/000143774919007807/ex_140829.htm)\n\n   \n\n10.65\n \n[Loan and Security Agreement entered into as of April 10, 2019, by and among North Mill Capital LLC, a Delaware limited liability company (\"North Mill\"), SPAR Marketing Force, Inc., a Nevada corporation (the \"US NM Borrower\"), SPAR Canada Company, an unlimited company organized under the laws of Nova Scotia (the \"Canadian NM Borrower\"), and each of SPAR Group, Inc., a Delaware corporation (\"SGRP\"), and SPAR Acquisition, Inc., SPAR Canada, Inc., SPAR Trademarks, Inc., and SPAR Assembly & Installation, Inc., each a Nevada corporation (including SGRP, each as a \"NM Guarantor\"), (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).](http://www.sec.gov/Archives/edgar/data/1004989/000143774919007807/ex_140840.htm)\n\n   \n\n10.66\n \n[Waiver and Modification Agreement entered in as of January 4, 2021, and effective as of December 31, 2020 (the \"Modification Agreement\"), among North Mill Capital, LLC (\"NM\"), SPAR Group, Inc. (\"SGRP\") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. (\"SMF\"), and SPAR Canada Company (\"SCC\"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a \"NM Guarantor\" and collectively, the \"NM Guarantors\", and together with SMF and SCC, each a \"NM Loan Party\" and collectively, the \"NM Loan Parties\" (incorporated by reference to Exhibit 99.1 to SGRP's Current Report on Form 8-K as filed with the SEC on January 11, 2021).](http://www.sec.gov/Archives/edgar/data/1004989/000143774921000487/ex_220252.htm)\n\n24\n\n \n\n \n\n   \n\n10.67\n \n[Second Modification Agreement dated as of March 22, 2021, and effective as of April 1, 2021 (the \"Second Modification Agreement\"), among North Mill Capital, LLC (\"NM\"), d/b/a SLR Business Credit, SPAR Group, Inc. (\"SGRP\") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. (\"SMF\"), and SPAR Canada Company (\"SCC\"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a \"NM Guarantor\" and collectively, the \"NM Guarantors\", and together with SMF and SCC, each a \"NM Loan Party\" and collectively, the \"NM Loan Parties\") (incorporated by reference to Exhibit 99.1 to SGRP’s Current Report on Form 8-K as filed with the SEC on March 29, 2021).](http://www.sec.gov/Archives/edgar/data/1004989/000143774921007451/ex_237692.htm)\n\n   \n\n10.68\n \n[Third Modification Agreement dated as of December 16, 2021, and effective as of December 1, 2021 (the \"Third Modification Agreement\"), among North Mill Capital, LLC (\"NM\"), d/b/a SLR Business Credit, SPAR Group, Inc. (\"SGRP\") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. (\"SMF\"), and SPAR Canada Company (\"SCC\"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a \"NM Guarantor\" and collectively, the \"NM Guarantors\", and together with SMF and SCC, each a \"NM Loan Party\" and collectively, the \"NM Loan Parties\") (incorporated by reference to Exhibit 10.57 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597534.htm)\n\n   \n\n10.69\n \n[Fourth Modification Agreement dated as of July 1, 2022, and effective as of June 30, 2022 (the \"Fourth Modification Agreement\"), among North Mill Capital, LLC (\"NM\"), d/b/a SLR Business Credit, SPAR Group, Inc. (\"SGRP\") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. (\"SMF\"), and SPAR Canada Company (\"SCC\"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a \"NM Guarantor\" and collectively, the \"NM Guarantors\", and together with SMF and SCC, each a \"NM Loan Party\" and collectively, the \"NM Loan Parties\") (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 15, 2022).](http://www.sec.gov/Archives/edgar/data/1004989/000143774922020520/ex_411625.htm)\n\n   \n\n10.70\n \n[Fifth Modification Agreement entered into as of August 9, 2022 (the \"Fifth Modification Agreement\"), among North Mill Capital, LLC (\"NM\"), d/b/a SLR Business Credit, SPAR Group, Inc. (\"SGRP\") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. (\"SMF\"), and SPAR Canada Company (\"SCC\"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a \"NM Guarantor\" and collectively, the \"NM Guarantors\", and together with SMF and SCC, each a \"NM Loan Party\" and collectively, the \"NM Loan Parties\") (incorporated by reference to Exhibit 10.59 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774924010386/ex_597535.htm)\n\n   \n\n10.71\n \n[Sixth Modification Agreement entered into as of February 1, 2023 (the \"Sixth Modification Agreement\"), among North Mill Capital, LLC (\"NM\"), d/b/a SLR Business Credit, SPAR Group, Inc. (\"SGRP\") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. (\"SMF\"), and SPAR Canada Company (\"SCC\"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a \"NM Guarantor\" and collectively, the \"NM Guarantors\", and together with SMF and SCC, each a \"NM Loan Party\" and collectively, the \"NM Loan Parties\") (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K as filed with the SEC on March 2, 2023).](http://www.sec.gov/Archives/edgar/data/1004989/000143774923005157/ex_478261.htm)\n\n   \n\n10.72 \n\n[Seventh Modification Agreement entered into as of March 28, 2024, by and among North Mill Capital  LLC, d/b/a SLR Business Credit, SPAR Marketing Force, Inc., and SPAR Canada Company, as Borrowers, and confirmed by the following Guarantors, SPAR Group, Inc. (\"SGRP\"), and certain of its direct and indirect subsidiaries, namely SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (incorporated by reference to Exhibit 10.69 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 1, 2024).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925022876/ex_834273.htm)\n\n   \n\n10.73 [Eighth Modification Agreement entered into as of October 9, 2025, by and among North Mill Capital LLC, d/b/a SLR Business Credit, SPAR Marketing Force, Inc., and SPAR Canada Company, as Borrowers, and confirmed by the following Guarantors, SPAR Group, Inc. (\"SGRP\"), and certain of its direct and indirect subsidiaries, namely SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (incorporated by reference to Exhibit 10.1 to SGRP’s Current Report on Form 8-K as filed with the SEC on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925031161/ex_870193.htm)\n\n   \n\n10.74\n \n[US$30 million Sixth Amended and Restated Revolving Credit Master Promissory Note executed and delivered by SMF to NM and dated as of October 9, 2025 (incorporated by reference to Exhibit 10.2 to SGRP’s Current Report on Form 8-K as filed with the SEC on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925031161/ex_870194.htm)\n\n   \n\n10.75\n \n[CDN$6 million Fifth Amended and Restated Revolving Credit Master Promissory Note executed and delivered by SCC to NM and dated as of October 9, 2025 (incorporated by reference to Exhibit 10.3 to SGRP’s Current Report on Form 8-K as filed with the SEC on October 16, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925031161/ex_870195.htm)\n\n   \n\n10.76\n \n[Limited Mutual Release Agreement, dated as of January 18, 2019, among Robert G. Brown, William H. Bartels, Christiaan Olivier, Lorrence T. Kellar, Jack W. Partridge, Arthur B. Drogue and R. Eric McCarthey (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 25, 2019).](http://www.sec.gov/Archives/edgar/data/1004989/000143774919001341/ex_133323.htm)\n\n   \n\n10.77 [Text of Letter to SGRP, from the Nasdaq Stock Market, Inc. (\"Nasdaq\"), dated March 11, 2025 (incorporated by reference to Exhibit 99.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on March 17, 2025).](http://www.sec.gov/Archives/edgar/data/1004989/000143774925007997/ex_789535.htm)\n\n   \n\n10.78 [Amended and Restated Unsecured Promissory Note and Share Grant effective as of March 27, 2026, issued by SPAR Marketing Force, Inc., as borrower, and SPAR Group, Inc., as guarantor, to PC Group, Inc., as lender (as filed herewith).](ex_938302.htm)\n\n   \n\n14.1\n \n[SPAR Group Code of Ethical Conduct for its Directors, Executives, Officers, Employees, Consultants and other Representatives Amended and Restated (as of) March 15, 2018 (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on April 2, 2018).](http://www.sec.gov/Archives/edgar/data/1004989/000143774918006047/ex_108822.htm)\n\n25\n\n \n\n \n\n \n\n   \n\n19.1\n \n[Statement of Policy Regarding Personal Securities Transactions in SGRP Stock and Non-Public Information, as adopted, restated, effective and dated as of May 1, 2004, and as further amended through March 10, 2011 (incorporated by reference to SGRP's Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on March 15, 2011).](http://www.sec.gov/Archives/edgar/data/1004989/000091068011000109/ex14_2-f10k12312010.htm)\n\n   \n\n21.1\n \n[List of Subsidiaries (as filed herewith).](ex_895282.htm)\n\n   \n\n23.1\n \n[Consent of BDO USA, P.C. (as filed herewith).](ex_895283.htm)\n\n   \n\n31.1\n \n[Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as filed herewith).](ex_895284.htm)\n\n   \n\n31.2\n \n[Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as filed herewith).](ex_895285.htm)\n\n   \n\n32.1\n \n[Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed herewith).](ex_895286.htm)\n\n   \n\n32.2\n \n[Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed herewith).](ex_895287.htm)\n\n   \n\n97 [Spar Group, Inc. Compensation Recovery Policy](ex_895288.htm)\n\n   \n\n101.INS*\n \nInline XBRL Instance\n\n   \n\n101.SCH*\n \nInline XBRL Taxonomy Extension Schema\n\n   \n\n101.CAL*\n \nInline XBRL Taxonomy Extension Calculation\n\n   \n\n101.DEF*\n \nInline XBRL Taxonomy Extension Definition\n\n   \n\n101.LAB*\n \nInline XBRL Taxonomy Extension Labels\n\n   \n\n101.PRE*\n \nInline XBRL Taxonomy Extension Presentation\n\n   \n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)\n\n \n\n \n\n* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections."}