{"url_path":"/sec/sgrp/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **– **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1004989/0001437749-26-019390-index.html","accession_number":"0001437749-26-019390","cik":"0001004989","ticker":"SGRP","issuer_name":"SPAR Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1004989/0001437749-26-019390-index.html","primary_entity_key":"0001004989","primary_entity_name":"SPAR Group, Inc."},"word_count":407,"has_tables":true,"body_markdown":"**Item 1.01**– **Entry into a Material Definitive Agreement.**\n\n \n\nOn May 29, 2026, SPAR Group, Inc. (\"SGRP\"), with the approval of the Board of Directors, entered into Amendment No. 1 to the Services Agreement (the \"Amendment\") with ReposiTrak, Inc. (\"ReposiTrak\"). Pursuant to the Amendment, the parties agreed to amend a Services Agreement, dated March 13, 2026, by and between SGRP and ReposiTrak, entered into in the ordinary course of business, (the “Services Agreement”) to permit ReposiTrak, at its election, to accept payment of amounts owed under the Services Agreement in cash, shares of common stock, par value $0.01 per share (\"Common Stock\"), of SGRP, or a combination thereof, with any Common Stock issuance valued based on the volume weighted average price of Common Stock for the five trading days immediately preceding the applicable issuance date. On May 29, 2026, ReposiTrak elected to receive payment of the outstanding balance owed to ReposiTrak under Services Agreement in shares of Common Stock.\n\n \n\nSGRP issued to ReposiTrak 3,190,569 shares of SGRP’s Common Stock (the \"ReposiTrak Issuance\") at a deemed value of $0.728710119 per share, totaling $2,325,000, in satisfaction of amounts owed to ReposiTrak under the Services Agreement, which were issued on May 29, 206, without restrictions other than applicable securities laws.\n\n \n\nThe offer and sale of the securities in the ReposiTrak Issuance was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the \"Securities Act\"), and Rule 506(b) of Regulation D promulgated thereunder. Such offer and sale was made only to \"accredited investors\" under Rule 501 of Regulation D promulgated under the Securities Act, and without any form of general solicitation and with full access to any information requested by such investors regarding the Company or the securities offered and issued in the ReposiTrak Issuance. This report does not constitute an offer to sell or the solicitation of an offer to buy the securities in the offering described, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.\n\n \n\nThe foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}