Form 8-K

8-K — SPAR Group, Inc.

Accession: 0001437749-26-016244

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001004989

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sgrp20260430_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_960470.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: sgrp20260430_8k.htm · Sequence: 1

sgrp20260430_8k.htm

false

0001004989

2026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

SPAR Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-27408

33-0684451

(State or Other Jurisdiction of Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

110 East Boulevard, Suite 1600, Charlotte,

28203

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (704) 837-1651

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.01 par value

SGRP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

SPAR Group, Inc. ("SGRP" or the "Corporation", and together with its subsidiaries, the "Company", "SPAR" or "SPAR Group") has listed its shares of common stock, par value $0.01 ("Common Stock") for trading through the Nasdaq Stock Market LLC ("Nasdaq") under the trading symbol "SGRP" and periodically files reports with the Securities and Exchange Commission ("SEC"). Reference is made to: (a) SGRP's 2025 Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026 (the "2025 Annual Report"), and (b) SGRP's 2026 Proxy Statement, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (together with the 2025 Annual Report, each an "SEC Report").

Item 2.02 – Results of Operations and Financial Condition.

On May 12, 2026, the Company announced its financial results for the first quarter ended March 31, 2026. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1.

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, SPAR Group, Inc. (the "Corporation"' or "SGRP") and its subsidiaries (together with SGRP, "SPAR", "SPAR Group" or the "Company"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, the "Securities Laws").

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 or variations 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): the costs and effects of changing the Company's principal independent registered accounting firm; satisfying Nasdaq's required minimum market value of listed securities or minimum net income from continuing operations in a timely fashion; potential or continued revenue growth, gross margin expansion, and continued favorable shift in service mix from remodeling toward merchandising services; continued and new long-standing relationships with retailers, distributors and makers of consumer goods; successful results from merchandising partnerships and relationships with other companies, borrowing, repaying or guarantying the Company's recent unsecured loans or paying interest thereon; issuing the shares of the Corporation's 'Common Stock; the departure in 2025 of various of the Corporation's executives previously reported and the agreements made with them; potential non-compliance with applicable Nasdaq rules regarding minimum bid prices, the filing of periodic financial reports, director independence, holding annual meetings, or other rules; the impact of selling certain of the Corporation's subsidiaries; or any impact resulting from the Risks on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations. The Corporation's forward-looking statements also include (without limitation) statements made in "Business", "Risk Factors", "Cybersecurity", "Legal Proceedings", "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Controls and Procedures", and "Certain Relationships and Related Transactions, and Director Independence" in the Corporation's 2025 Annual Report referenced below.

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. For additional information and risk factors that could affect the Company, see the Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2025, as filed on March 31, 2026, by SGRP with the Securities and Exchange Commission (the "SEC"), and SGRP's Proxy Statement for its 2026 Annual Stockholders Meeting, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports and statements as and when filed with the SEC (including the Annual Report, Proxy Statement, Quarterly Reports, and Current Reports, each a "SEC Report").

You should carefully review and consider the Corporation's forward-looking statements (including all Risks and other cautions and uncertainties) and other information made, contained, noted or referenced in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, indebtedness, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation, vendors, or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Corporation's current views about future events and circumstances. Although the Corporation believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Corporation, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Corporation's control). In addition, new Risks arise from time to time, and it is impossible for the Corporation to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Corporation's common stock.

These forward-looking statements reflect the Corporation's Expectations, views, Risks and assumptions only as of the date hereof, and the Corporation does not intend, assume any obligation, or promise to publicly update or revise any forward-looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

99.1

Press Release announcing earnings for the Company for the first quarter ended March 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 12, 2026

By:

/s/ Steve Hennen

Steve Hennen, Chief Financial Officer, Secretary and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_960470.htm · Sequence: 2

ex_960470.htm

Exhibit 99.1

For Immediate Release

SPAR Group, Inc. Reports First Quarter Fiscal 2026 Results

Higher Gross Margins Reflect Strategic Shift to Recurring Merchandising Revenue

Company Reiterates Full-Year Financial Guidance

CHARLOTTE, NC, May 12, 2026 – SPAR Group, Inc. (NASDAQ: SGRP) (“SGRP”, and together with its subsidiaries, “SPAR,” “SPAR Group” or the “Company”), an innovative services company offering comprehensive merchandising and marketing solutions for retailers and brands throughout the United States and Canada, today reported financial results for the period ended March 31, 2026.

William Linnane, President and Chief Executive Officer of SPAR Group, commented, “I am pleased to report that SPAR returned to positive EBITDA and delivered substantially higher gross margins than the prior year. Though revenue was down year-on-year, driven by a decline in our US Remodel business, we were pleased to see growth in our higher margin US merchandising business, and our Canada business. In the first quarter, we accomplished the following milestones:

●

Returned to positive EBITDA

●

Achieved gross margins of 22.3%

●

Intentionally shifted to recurring merchandising revenue driving higher-quality mix

●

Expanded durable, high-retention customer relationships

●

Drove higher U.S. Merchandising revenue up 5%; and Canada revenue up 3%

●

Total Sales declined 10%, driven by the strategic reduction in Remodel activity

●

On a normalized run-rate basis, SG&A declined $1.9 million versus the 2025 quarterly average

●

Setting a target of 25% gross margins over the next 18 - 24 months.

"We have intentionally redesigned our go-to-market strategy to prioritize higher-margin core merchandising. Our partnership with ReposiTrak — combining proprietary technology with our flexible workforce platform to enhance inventory accuracy, reduce out-of-stocks, and improve on-shelf sales — is a strong example of our intent to generate durable, recurring revenue by delivering measurable value to our retail and consumer brand partners. I also believe there are meaningful opportunities to further reduce expenses as we continue to implement efficiencies across the business.”

“Our financial strategy is clear – drive up gross margins, drive down SG&A, and grow top line via recurring revenue streams, all by relentlessly focusing on our core merchandising business. We have clear momentum, and I look forward to reporting further progress as the year unfolds.

"Finally, we were pleased to reach a settlement agreement this month with one of our original co-founders and former CEO, Robert G. Brown. This resolution closes an important chapter for the Company and allows us to move forward with full alignment, constructive engagement, and a singular focus on serving the best interests of our shareholders," concluded Linnane.

Steven Hennen, Chief Financial Officer of SPAR Group, commented, “We remain focused on building a sustainable business model anchored in revenue growth, margin expansion, and disciplined cost control. By maintaining a solid financial framework — particularly through prudent cash and working capital management — we believe we are well-positioned to support planned top-line growth in 2026. Although we delivered positive EBITDA in the quarter, our cash flow from operating activities was affected by higher accounts receivable associated with growth in our merchandising business. While Adjusted EBITDA declined year-over-year, from $1.5 million to $737 thousand, this reflects the intentional revenue mix transition away from lower-margin Remodel activity and a normalization of SG&A; we view the underlying margin trajectory as encouraging and remain on track with our full-year outlook.

Today, we are reiterating our full-year 2026 financial outlook:

●

Net sales in the range of $143 million to $151 million, compared to 2025 Net sales of $136 million for the U.S. and Canada

●

Gross margins of 20.5% to 22.5%, versus 2025 Gross margin of 15.9% for U.S. and Canada

●

Selling, general, and administrative costs, excluding unusual items of $25.5 million to $26.5 million, versus 2025 of $32.2 million

We remain committed to prudent capital allocation, with a clear focus on supporting growth while maintaining a solid balance sheet,” concluded Hennen.

First Quarter 2026 Highlights

●

Net revenues were $30.5 million, down 10.3% year-over-year, comprising U.S. revenues down 11.7% due to lower Remodel work, and Canada revenues up 3.0%.

●

Consolidated Gross Margin was 22.3% of sales, a 90-basis point improvement from 21.4% of sales in the prior year, driven by the mix of services in the U.S.

●

GAAP Net loss attributable to SPAR Group, Inc. was ($553) thousand, or ($0.02) per diluted share, compared to a net income of $462 thousand, or $0.02 per diluted share, in the first quarter of fiscal 2025. Non-GAAP adjusted diluted loss per common share attributable to SPAR Group Inc. was ($0.01) compared to adjusted diluted income per common share attributable to SPAR Group Inc. of $0.02 in the prior year period.

●

Adjusted EBITDA attributable to SPAR Group, Inc. was $737 thousand, compared to the prior year of $1.5 million.

Financial Position as of March 31, 2026

The Company’s financial position as of March 31, 2026, remained solid with positive working capital of $18.0 million, excluding the balance owed on the line of credit and the current portion of the long-term debt. This includes $4.3 million in cash and cash equivalents. For the three months ended March 31, 2026, net cash used by operating activities was $3.9 million, driven by working capital intensity from the acceleration of growth initiatives.

Conference Call Details

A conference call to discuss the Company's first quarter of fiscal 2026 is scheduled for May 12, 2026, at 9:00 a.m. ET. Investors and analysts who wish to participate in the call are invited to dial 1-833-630-1542 (international callers, please dial 1-412-317-1821) approximately 10 minutes prior to the start of the call, and ask to be joined into the SPAR Group call. A live webcast of the conference call will be available in the investor relations section of SPAR Group website, Events and Presentations | SPAR.

A recorded replay of the call will be available shortly after the call concludes and will remain available until May 19, 2026. To access the telephone replay, dial 1-855-669-9658 (international callers, please dial 1-412-317-0088). The access code for the replay is 2891156. A replay of the webcast will also be available within two hours of the conclusion of the call and will remain available on the website, https://investors.sparinc.com/events-and-presentations, for one year.

About SPAR Group, Inc.

SPAR Group is an innovative services company offering comprehensive merchandising, marketing and distribution solutions to retailers and brands throughout the United States and Canada. We provide resources and analytics that improve brand experiences and transform retail spaces. We offer a unique combination of scale and flexibility with a passion for client results that separates us from the competition. For more information, please visit the SPAR Group’s website at http://www.sparinc.com.

Cautionary Note Regarding Forward-Looking Statements

This Press Release (this "Press Release") contains forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, SPAR Group, Inc. (the "Corporation"' or "SGRP") and its subsidiaries (together with SGRP, "SPAR", "SPAR Group" or the "Company"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, the "Securities Laws").

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 or variations of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Corporation may include (without limitation) statements regarding risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): potential or continued revenue growth, gross margin expansion, and continued favorable shift in service mix from remodeling toward merchandising services; continued and new long-standing relationships with retailers, distributors and manufacturers of consumer goods; successful results from merchandising partnerships and relationships with other companies, borrowing, repaying or guarantying the Company's recent unsecured loans or paying interest thereon; issuing the shares of the Corporation's 'Common Stock; the departure in 2025 of various of the Corporation's executives previously reported and the agreements made with them; potential non-compliance with applicable Nasdaq rules regarding minimum bid prices, the filing of periodic financial reports, director independence, holding annual meetings, or other rules; the impact of selling certain of the Corporation's subsidiaries; or any impact resulting from the Risks on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations. The Corporation's forward-looking statements also include (without limitation) statements made in "Business", "Risk Factors", "Cybersecurity", "Legal Proceedings", "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Controls and Procedures", and "Certain Relationships and Related Transactions, and Director Independence" in the Corporation's Annual Report for 2025 referenced below.

The information contained in this Press Release is made only as of the date hereof, even if subsequently made available by the Corporation on its website or otherwise. For additional information and risk factors that could affect the Company, see the Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2025, as filed on March 31, 2026, by SGRP with the Securities and Exchange Commission (the "SEC"), and SGRP's Proxy Statement for its 2026 Annual Stockholders Meeting, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports and statements as and when filed with the SEC (including the Annual Report, Proxy Statement, Quarterly Reports, and Current Reports, each a "SEC Report").

You should carefully review and consider the Corporation's forward-looking statements (including all Risks and other cautions and uncertainties) and other information made, contained, noted or referenced in or incorporated by reference into this Press Release or any SEC Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, indebtedness, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation, vendors, or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Corporation's current views about future events and circumstances. Although the Corporation believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Corporation, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Corporation's control). In addition, new Risks arise from time to time, and it is impossible for the Corporation to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Corporation's common stock.

Investor Relations Contact:

Sandy Martin or Phillip Kupper

Three Part Advisors

214-616-2207

smartin@threepa.com; pkupper@threepa.com

Financial Tables Follow

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

(In thousands, except per share data)

Three Months Ended

March 31,

2026

2025

Net revenues

30,518

34,041

Cost of revenue

23,706

26,766

Gross profit

6,812

7,275

Selling, general and administrative expense

6,199

5,872

Restructuring costs and severance

245

Depreciation and amortization

410

367

Operating (loss) income

(42

)

1,036

Interest expense

499

469

Other expenses, net

(16

)

(Loss) income before income tax expense

(525

)

576

Income tax expense

114

Net (loss) income

(553

)

462

Basic (loss) earnings per common share

(0.02

)

0.02

Diluted (loss) earnings per common share

(0.02

)

0.02

Weighted average common shares – basic

24,130

23,450

Weighted average common shares – diluted

24,130

23,552

SPAR Group, Inc. and Subsidiaries

Geographic Data

(unaudited)

(In thousands)

Three Months Ended

March 31,

2026

2025

Net Revenues:

United States

27,262

30,876

Canada

3,256

3,165

Total net revenue

30,518

34,041

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(In thousands, except share and per share data)

March 31,

December 31,

2026

2025

Assets:

Current assets:

Cash and cash equivalents

4,310

3,262

Accounts receivable, net

33,877

27,006

Prepaid expenses and other current assets

589

1,168

Total current assets

38,776

31,436

Property and equipment, net

3,843

3,601

Operating lease right-of-use assets, net

4,381

4,861

Goodwill

856

Intangible assets, net

675

709

Deferred income taxes

Other assets

2,483

2,578

Total assets

51,027

44,059

Liabilities and equity

Current liabilities:

Accounts payable

6,507

9,342

Accrued expenses and other current liabilities

9,770

5,576

Customer incentives and deposits

3,871

1,221

Lines of credit

22,938

20,442

Current portion of long-term debt

500

Current portion of operating lease liabilities

636

643

Total current liabilities

44,222

37,724

Operating lease liabilities, less current portion

3,991

4,395

Deferred income taxes

Long-term debt, net of current portion

2,723

1,284

Total liabilities

50,968

43,437

Commitments and contingencies

Stockholders' equity:

Total stockholders’ equity

622

Total liabilities and stockholders’ equity

51,027

44,059

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net (loss) income

(553

)

462

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization

410

382

Amortization of operating lease assets

118

Amortization of debt inssuance cost

Deferred income tax expense

102

Share-based compensation

Changes in operating assets and liabilities:

Accounts receivable

(6,897

)

(11,929

)

Prepaid expenses and other assets

674

108

Accounts payable

(2,720

)

5,071

Operating lease liabilities

(151

)

(185

)

Accrued expenses, other current liabilities and customer incentives and deposits

5,162

1,826

Net cash used in operating activities

(3,918

)

(4,044

)

Cash flows from investing activities

Purchases of property and equipment and capitalized software

(503

)

(525

)

Net cash used in investing activities

(503

)

(525

)

Cash flows from financing activities

Borrowings under lines of credit

31,508

31,553

Repayments under lines of credit

(28,991

)

(27,263

)

Proceeds from long-term debt

3,000

Net cash provided by financing activities

5,517

4,290

Effect of foreign exchange rate changes on cash and cash equivalents

(48

)

Net increase (decrease) in cash and cash equivalents

1,048

(279

)

Cash and cash equivalents at beginning of year

3,262

18,221

Cash and cash equivalents at end of year

4,310

17,942

Reconciliation of GAAP to Non-GAAP Financial Measures

Non-GAAP net income attributable to SPAR Group and related per share amounts represents net income attributable to SPAR Group adjusted for the removal of a one-time positive adjustment. Adjusted EBITDA represents net income before, as applicable from time to time, (i) depreciation and amortization of long-lived assets, (ii) interest expense (iii) income tax expense, (iv) Board of Directors incremental compensation expense, (v) restructuring, (vi) impairment, (vii) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, (viii) and special items as determined by management. These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to performance measure derived in accordance with GAAP as an indicator of our operating performance. We present Adjusted net income attributable to SPAR Group and per share amounts, and Adjusted EBITDA because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry. Our calculation of these measures may not be comparable to similarly named measures reported by other companies. The following tables present a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to these measures for the periods presented:

SPAR Group, Inc.

Net Income (Loss) attributable to SPAR Group, Inc. to

Adjusted Net Income (Loss) attributable to SPAR Group, Inc. Reconciliation

Diluted income (loss) per share attributable to SPAR Group, Inc. to

Adjusted Diluted income (loss) per share attributable to SPAR Group, Inc. Reconciliation

(In thousands, except per share amounts)

Three Months Ended

March 31,

2026

2025

Net (loss) income

(553

)

462

Adjustments to Consolidated EBITDA (net of taxes)*

279

Adjusted Net (loss) income

(274

)

528

Diluted (loss) income per common share

(0.02

)

0.02

Adjustments to Consolidated EBITDA per share (net of taxes)

0.01

Adjusted Diluted (loss) income per common share

(0.01

)

0.02

SPAR Group, Inc.

Net Income (Loss) to Consolidated Adjusted EBITDA to

Adjusted EBITDA attributable to SPAR Group, Inc. Reconciliation

(In thousands)

Three Months Ended

March 31,

2026

2025

(Loss) income from continuing operations

(553

)

462

Depreciation and amortization

410

367

Interest expense

499

469

Income tax expense

114

Subtotal of adjustments to Consolidated Net (Loss) Income

937

950

Consolidated EBITDA

384

1,412

Legal costs/settlments - non-recurring

117

Share-based compensation

Restructuring costs and severance

245

Other one-time (income) expenses

)

Consolidated Adjusted EBITDA

737

1,496

Source: SPAR Group, Inc.

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May 12, 2026

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Entity, Tax Identification Number

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City Area Code

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Local Phone Number

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duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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dei_DocumentPeriodEndDate

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xbrli:dateItemType

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Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

dei:submissionTypeItemType

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name:

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Namespace Prefix:

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Data Type:

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- Definition

Name of the City or Town

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- Definition

Code for the postal or zip code

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No definition available.

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Data Type:

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- Definition

Name of the state or province.

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No definition available.

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Name:

dei_EntityAddressStateOrProvince

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Data Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Data Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

Name:

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Data Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityTaxIdentificationNumber

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- Definition

Local phone number for entity.

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No definition available.

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Name:

dei_SolicitingMaterial

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Data Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Name:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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