sgrp20260123_8k.htm
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): January 22, 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, NC | 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 Amended 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the SEC on July 17, 2025 (the "2024 Annual Report"), and (b) SGRP's 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 2024 Annual Report, each an "SEC Report").
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 22, 2026, the Board adopted and approved amendments to the existing Amended and Restated By-Laws of the Corporation. The Amendments include the following:
| I. | Section 2.07. Voting. |
| - | Directors shall be chosen by a plurality of the votes cast, instead of a majority of the votes cast. |
| II. | Section 2.11(d). Stockholder Proposals and Nominations. |
| - | If the presiding Officer of the Annual Meeting determines at the Annual Meeting, that a stockholder proposal was made in contravention of any agreement that such proponent may have with the Corporation, such Officer shall so declare at the Annual Meeting and any such proposal shall not be acted upon at the Annual Meeting, unless a court of competent jurisdiction makes a contrary determination before or after the Annual Meeting. |
| III. | Section 3.01. Number. |
| - | The number of directors that shall constitute the whole Board shall be no fewer than five (5) and no more than seven (7), instead of set at seven (7) directors. |
| IV. | Section 3.07. Action by Written Consent. |
| - | Any action required or permitted to be taken by the Board may be taken without a meeting if at least the Required Number consent in writing to the action, instead of all members of the Board consenting in writing. |
| V. | Section 3.11. Director Re-election. |
| - | This Section has been updated to reflect a change from majority to plurality vote to be compliant with the change to Section 2.07. |
| VI. | Section 3.12. Supermajority Board Approval. |
| - | The Board shall not take any action at a meeting unless five (5) business days prior notice was given to all directors stating the purpose thereof, instead of 20 business days prior notice. |
| VII. | Section 4.02(c). Committee Charters, Powers, Etc. |
| - | Five (5) business days prior notice shall not be required to amend a Committee Charter as is required to amend the By-Laws, instead of 20 business days prior notice. |
| VIII. | Section 4.06(a). Quorum, Manner of Participation and Voting. |
| - | At each meeting of any Committee the presence of a majority of its members then serving in office shall be necessary and sufficient to constitute a quorum for the transaction of business, instead of the Required Number of its members, but not less than one-third of the entire Committee. |
| IX. | Section 5.01. Positions, Election, Executives, Etc. |
| - | This Section has been updated to reflect the descriptions that were previously in Sections 5.04 through 5.18, which have been removed. |
| X. | Sections 1.03, 1.05, 1.06, 7.02, 7.03, 7.05, 7.07, 7.08, 9.03, and 9.04. |
| - | The information in these Sections has been removed. These Section numbers have been left as placeholders and are marked RESERVED. |
The foregoing description is only a summary of the Amendments and is qualified in its entirety by reference to a copy of the Amended and Restated By-Laws of the Corporation, As Adopted, Restated, Effective and Dated as of January 22, 2026, as attached to this Current Report as Exhibit 3.3, and is hereby incorporated herein by reference.
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 and consider the Corporation's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted 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 affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation 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: |
| 3.3 |
| 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: January 28, 2026 | |||
| By: | /s/ William Linnane | ||
| | William Linnane, President and CEO | ||