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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the first quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to __________.

Commission file number 0-27408

SPAR GROUP, INC.
(Exact name of Registrant as specified in its charter)

Delaware	33-0684451
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

110 East Boulevard, Suite 1600 Charlotte, North Carolina	28203
(Address of principal executive offices)	(Zip Code)

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

1910 Opdyke Court, Auburn Hills, Michigan	48326
(Former Address)	(Former Zip Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.). (Check one):

Large Accelerated Filer ☐	Accelerated Filer ☐

Non-Accelerated Filer ☒	Smaller reporting company ☒

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 ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

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, par value $0.01 per share

SGRP

The NASDAQ Stock Market LLC

As of November 5, 2025, the Registrant had 23,949,991 shares of common stock, par value $0.01 per share, outstanding.

SPAR Group, Inc.

Index

PART I:	FINANCIAL INFORMATION

Item 1	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	2

	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited)	3

	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3	Quantitative and Qualitative Disclosures about Market Risk	22

Item 4	Controls and Procedures	22

PART II:	OTHER INFORMATION

Item 1	Legal Proceedings	23

Item 1A	Risk Factors	23

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3	Defaults Upon Senior Securities	23

Item 4	Mine Safety Disclosures	23

Item 5	Other Information	23

Item 6	Exhibits	24

SIGNATURES		25

PART I:

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

(In thousands, except per share amounts)

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*

Net revenues	$	41,416		$	37,788		$	114,087		$	130,586
Cost of revenue:
Field management		2,048			2,569			7,489			6,681
Direct expenses		31,678			26,777			82,570			96,795
Total cost of revenue		33,726			29,346			90,059			103,476
Gross profit		7,690			8,442			24,028			27,110
Selling, general and administrative expense		9,187			8,558			22,994			24,322
Restructuring costs and severance		4,018			-			4,018			-
Loss (gain) on sale of business		-			960			-			(4,786	)
Depreciation and amortization		404			454			1,185			1,380
Operating (loss) income		(5,919	)		(1,530	)		(4,169	)		6,194
Interest expense		663			582			1,721			1,647
Other expense, net		463			472			460			184
(Loss) income before income tax (benefit) expense		(7,045	)		(2,584	)		(6,350	)		4,363
Income tax (benefit) expense		1,719			(2,314	)		1,953			14
(Loss) income from continuing operations		(8,764	)		(270	)		(8,303	)		4,349

Discontinued Operations
Income from discontinued operations		-			-			-			1,381
Loss on disposal of business		-			-			-			(1,188	)
Income tax expense		-			-			-			(1,074	)
Net loss from discontinued operations		-			-			-			(881	)

Net (loss) income		(8,764	)		(270	)		(8,303	)		3,468
Net loss (income) attributable to non-controlling interest		-			88			-			(914	)
Net (loss) income attributable to SPAR Group, Inc.	$	(8,764	)	$	(182	)	$	(8,303	)	$	2,554
Basic (loss) earnings per common share attributable to SPAR Group, Inc. from continuing operations	$	(0.37	)	$	(0.01	)	$	(0.35	)	$	0.15
Diluted (loss) earnings per common share attributable to SPAR Group, Inc. from continuing operations	$	(0.37	)	$	(0.01	)	$	(0.35	)	$	0.15
Basic loss per common share attributable to SPAR Group, Inc. from discontinued operations	$	-		$	-		$	-		$	(0.04	)
Diluted loss per common share attributable to SPAR Group, Inc. from discontinued operations	$	-		$	-		$	-		$	(0.04	)
Basic (loss) earnings per common share attributable to SPAR Group, Inc.	$	(0.37	)	$	(0.01	)	$	(0.35	)	$	0.11
Diluted (loss) earnings per common share attributable to SPAR Group, Inc.	$	(0.37	)	$	(0.01	)	$	(0.35	)	$	0.11
Weighted-average common shares outstanding – basic		23,648			23,435			23,523			23,591
Weighted-average common shares outstanding – diluted		23,696			23,435			23,567			23,768

Net (loss) income	$	(8,764	)	$	(270	)	$	(8,303	)	$	3,468
Other comprehensive (loss) income
Foreign currency translation adjustments		(64	)		(72	)		7			(1,220	)
Comprehensive (loss) income		(8,828	)		(342	)		(8,296	)		2,248
Comprehensive loss attributable to non-controlling interest		-			45			-			142
Comprehensive (loss) income attributable to SPAR Group, Inc.	$	(8,828	)	$	(297	)	$	(8,296	)	$	2,390

See accompanying notes to the unaudited condensed consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)

	*September 30,*			*December 31,*
	*2025*			*2024*

Assets
Current assets:
Cash and cash equivalents	$	8,206		$	18,221
Accounts receivable, net		41,349			24,766
Prepaid expenses and other current assets		2,345			3,009
Total current assets		51,900			45,996
Property and equipment, net		3,269			2,015
Operating lease right-of-use assets, net		813			630
Goodwill		856			856
Intangible assets, net		742			841
Deferred income taxes, net		1,898			4,259
Other assets		2,187			1,834
Total assets	$	61,665		$	56,431
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	13,363		$	8,767
Accrued expenses and other current liabilities		4,324			3,533
Customer incentives and deposits		1,154			892
Lines of credit		23,783			16,082
Current portion of long-term debt		500			500
Current portion of operating lease liabilities		291			276
Total current liabilities		43,415			30,050
Operating lease liabilities, net of current portion		529			353
Long-term debt, net of current portion		1,132			1,722
Total liabilities		45,076			32,125
Commitments and contingencies – See Note 4
Stockholders' equity:
Common stock, $0.01 par value per share: 47,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 23,776,991 shares issued and outstanding as of September 30, 2025 and 23,449,701 as of December 31, 2024		237			234
Treasury stock, at cost, 985,485 shares as of September 30, 2025 and 1,205,485 as of December 31, 2024		(1,679	)		(2,075	)
Additional paid-in capital		20,066			19,886
Accumulated other comprehensive loss		(1,191	)		(1,198	)
Retained earnings (deficit)		(844	)		7,459
Total stockholders' equity		16,589			24,306
Total liabilities and stockholders’ equity	$	61,665		$	56,431

See accompanying notes to the unaudited condensed consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(In thousands)

	*Common Stock*				*Treasury Stock*						*Additional*		*Accumulated Other*
	*Shares*		*Amount*		*Shares*			*Amount*			*Paid-In Capital*		*Comprehensive Loss*			*Retained Earnings (deficit)*			*Total Stockholders’ Equity*
Balance at January 1, 2025		23,449	$	234		1,205		$	(2,075	)	$	19,886	$	(1,198	)	$	7,459		$	24,306
Share-based compensation		-		-		-			-			27		-			-			27
Other comprehensive loss		-		-		-			-			-		(89	)		-			(89	)
Net income		-		-		-			-			-		-			462			462
Balance at March 31, 2025		23,449	$	234		1,205		$	(2,075	)	$	19,913	$	(1,287	)	$	7,921		$	24,706
Share-based compensation		-		-		-			-			27		-			-			27
Issuance of shares for restricted stock units		40		-		-			-			-		-			-			-
Other comprehensive income		-		-		-			-			-		160			-			160
Net loss		-		-		-			-			-		-			(1	)		(1	)
Balance at June 30, 2025		23,489	$	234		1,205		$	(2,075	)	$	19,940	$	(1,127	)	$	7,920		$	24,892
Share-based compensation		-		-		-			-			84		-			-			84
Issuance of shares for restricted stock units		68		1		-			-			-		-			-			1
Sale of treasury shares		220		2		(220	)		396			42		-			-			440
Other comprehensive loss		-		-		-			-			-		(64	)		-			(64	)
Net loss		-		-		-			-			-		-			(8,764	)		(8,764	)
Balance at September 30, 2025		23,777	$	237		985		$	(1,679	)	$	20,066	$	(1,191	)	$	(844	)	$	16,589

See accompanying notes to the unaudited condensed consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity (Continued)

(Unaudited)

(In thousands)

	*Common Stock*						*Series B Preferred Stock*						*Treasury Stock*					*Additional*			*Accumulated Other*						*Non-*
	*Shares*			*Amount*			*Shares*			*Amount*			*Shares*		*Amount*			*Paid-In Capital*			*Comprehensive Loss*			*Retained Earnings*			*Controlling Interest*			*Total Stockholders’ Equity*
Balance at January 1, 2024		23,241		$	232			650		$	7			205	$	(285	)	$	21,004		$	(3,341	)	$	10,609		$	12,020		$	40,246
Share-based compensation expense		-			-			-			-			-		-			128			-			-			-			128
Conversion of preferred stock to common stock		975			10			(650	)		(7	)		-		-			(1	)		-			-			-			2
Sale of joint ventures		-			-			-			-			-		-			-			712			(712	)		(4,981	)		(4,981	)
Other comprehensive loss		-			-			-			-			-		-			-			(2,030	)		-			(490	)		(2,520	)
Net income		-			-			-			-			-		-			-			-			6,627			554			7,181
Balance at March 31, 2024		24,216		$	242			-		$	-			205	$	(285	)	$	21,131		$	(4,659	)	$	16,524		$	7,103		$	40,056
Share-based compensation		-			-			-			-			-		-			128			-			-			-			128
Exercise of stock options		204			2			-			-			-		-			(403	)		-			-			-			(401	)
Sale of joint ventures		-			-			-			-			-		-			-			1,412			-			(4,509	)		(3,097	)
Purchase of non-controlling interest		-			-			-			-			-		-			-			-			-			(2,115	)		(2,115	)
Purchase of treasury shares		(1,000	)		(10	)		-			-			1,000		(1,790	)		-			-			-			-			(1,800	)
Other comprehensive income		-			-			-			-			-		-			-			979			-			393			1,372
Net (loss) income		-			-			-			-			-		-			-			-			(3,891	)		448			(3,443	)
Balance at June 30, 2024		23,420		$	234			-		$	-			1,205	$	(2,075	)	$	20,856		$	(2,268	)	$	12,633		$	1,320		$	30,700
Share-based compensation		-			-			-			-			-		-			(149	)		-			-			-			(149	)
Exercise of stock options		28			-			-			-			-		-			-			-			-			-			-
Sale of joint ventures		-			-			-			-			-		-			-			273						(941	)		(668	)
Other comprehensive loss					-			-			-			-		-			-			(27	)		-			(45	)		(72	)
Net loss		-			-			-			-			-		-			-			-			(182	)		(88	)		(270	)
Balance at September 30, 2024		23,448		$	234			-		$	-			1,205	$	(2,075	)	$	20,707		$	(2,022	)	$	12,451		$	246		$	29,541

See accompanying notes to the unaudited condensed consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	*Nine Months Ended September 30,*
	*2025*			*2024*
Cash flows from operating activities:
Net (loss) income	$	(8,303	)	$	3,468
Adjustments to reconcile net (loss) income to net cash used in operating activities
Depreciation and amortization		1,205			1,380
Amortization of operating lease right-of-use assets		253			415
Provision for expected credit losses		-			133
Deferred income tax expense		1,947			4,577
Gain on sale of businesses		-			(4,786	)
Share-based compensation expense		138			107
Changes in operating assets and liabilities:
Accounts receivable		(16,368	)		(2,276	)
Prepaid expenses and other current assets		311			408
Accounts payable		4,590			4,333
Operating lease liabilities		(348	)		(415	)
Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits		613			(7,648	)
Net cash used in operating activities of continuing operations		(15,962	)		(304	)
Net cash used in operating activities of discontinued operations		-			(426	)
Net cash used in operating activities		(15,962	)		(730	)

Cash flows from investing activities
Purchases of property and equipment and capitalized software		(1,534	)		(898	)
Proceeds from the sale of joint ventures, net of cash transferred		-			6,675
Net cash (used in) provided by investing activities of continuing operations		(1,534	)		5,777
Net cash provided by investing activities of discontinued operations		-			3,751
Net cash (used in) provided by investing activities		(1,534	)		9,528

Cash flows from financing activities
Borrowings under line of credit		111,018			103,184
Repayments under line of credit		(103,354	)		(97,782	)
Proceeds from the sale of treasury shares		440			-
Proceeds from term debt		-			16
Repurchase of common stock		-			(1,800	)
Payments of notes to seller		(636	)		(1,843	)
Payments to acquire noncontrolling interests		-			(250	)
Net cash provided by financing activities of continuing operations		7,468			1,525
Net cash used in financing activities of discontinued operations		-			(1,315	)
Net cash provided by financing activities		7,468			210

Effect of foreign exchange rate changes on cash and cash equivalents		13			(75	)
Net change in cash and cash equivalents		(10,015	)		8,933
Cash and cash equivalents at beginning of period		18,221			10,719
Cash and cash equivalents at end of period		8,206			19,652

Supplemental disclosure of cash flows information:
Cash paid for interest	$	1,553		$	1,640
Cash paid for income taxes	$	-		$	277

See accompanying notes to the unaudited condensed consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

1.	Nature of the Business

SPAR Group, Inc. ("SGRP" or the "Corporation"), and its subsidiaries (and SGRP together with its subsidiaries may be referred to as "SPAR Group", the "Company", "SPAR", "We", or "Our") is a global merchandising and brand marketing services company, providing a broad range of services to retailers, consumer goods manufacturers and distributors around the world. 

2.	Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in the 2024 Annual Report on Form 10-K/A that was filed with the Securities and Exchange Commission on July 17, 2025.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the included disclosures are adequate, and the accompanying unaudited condensed consolidated financial statements contain all adjustments which are necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2025, consolidated results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024, and consolidated cash flows for the nine months ended September 30, 2025 and 2024. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the consolidated results of operations that may be expected for the year ending December 31, 2025.

Principles of Consolidation

The Company consolidates its wholly-owned subsidiaries and all significant intercompany transactions have been eliminated in the unaudited condensed consolidated financial statements.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the amounts disclosed for contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Significant balances subject to such estimates and assumptions include carrying amounts of property and equipment and intangible assets, valuation allowances for receivables, carrying amounts for deferred tax assets and liabilities, and liabilities incurred from operations and customer incentives. Actual results could differ from those estimates.

Segment Reporting

Reportable segments are components of the Company for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker ("CODM”) in deciding how to allocate resources and in assessing performance. The Company's CODM is the President. As a result of the Company's exit of substantially all international operations during 2024, we have evaluated how our CODM has now organized our Company for purposes of making operating decisions, preparing budgets and forecasts, setting targets, allocating resources, and assessing performance. Our CODM manages all business activities on a consolidated basis and measures segment profit or loss based on consolidated net income. As a result, we have concluded that as of March 31, 2025, the Company’s reportable segments changed to one segment for the purpose of making operational and resource decisions and assessing financial performance. Segment information for the three months and nine months ended September 30, 2024 have been recast to reflect this reportable segment structure.

Deferred Taxes

As of December 31, 2024, the Company had gross deferred tax assets of approximately $4.3 million, primarily related to net operating loss carryforwards and research and development (R&D) tax credits. The Company's ability to utilize its remaining deferred tax assets in the future is dependent on generating sufficient taxable income of the appropriate character in future periods. Management evaluates the realizability of deferred tax assets at each reporting date, considering all available positive and negative evidence, both objective and subjective. In performing this assessment, the Company considers, among other factors:

●

Historical operating results and cumulative pre-tax income or loss;

●

The expected timing, amount, and character of future taxable income;

●

The reversal pattern of existing taxable and deductible temporary differences;

●

Tax-planning strategies that may be implemented, if any; and

●

The duration of and limitations on carryforward periods for net operating losses and other attributes.

Based on the evaluation of positive and negative evidence, the Company determined that it is more likely than not that a portion of its deferred tax assets will not be realized. Accordingly, as of September 30, 2025, the Company recorded a valuation allowance of $1.9 million against its deferred tax assets. As a result, the carrying value of the Company's deferred tax assets as of September 30, 2025 is $1.9 million. The Company will continue to monitor its operating results and evaluate the need for and amount of the valuation allowance each reporting period.

Recently Adopted Accounting Pronouncements

In August 2023, the FASB issued ASU No. 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805):Recognition and Initial Measurement, which requires joint ventures to recognize and initially measure its assets and liabilities at fair value upon formation. The guidance was effective for the Company prospectively for all joint venture formations on or after January 1, 2025. Adoption did not have a material effect on the Company's consolidated financial statements and related disclosures. The Company has exited all previous joint ventures and now owns all consolidated businesses fully.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires enhanced segment disclosure, including the disclosure of the significant expense categories and the measure(s) of segment profit or loss used by the CODM. The guidance was effective for the Company’s fiscal year beginning January 1, 2024 and interim periods beginning January 1, 2025. See Note 9 Segment Information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740):Improvements to Income Tax Disclosures, which requires companies to report specific categories of rate-reconciliation, certain details of income taxes paid and certain information by tax jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company will implement this ASU prospectively for the fiscal year ending December 31, 2025. Other than the potential for additional disclosures in its December 31, 2025 10-K, the Company does not expect a change to its consolidated financial statements.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is evaluating the impact that adoption will have on the Company's consolidated financial statements and related disclosures.

Supplemental Balance Sheet Information

	*September 30,*			*December 31,*
Accounts receivable, net, consists of the following:	*2025*			*2024*
(in thousands)
Trade	$	25,756		$	12,059
Unbilled		13,029			9,284
Non-trade		2,802			3,834
Gross accounts receivable		41,587			25,177
Less allowance for credit losses		(238	)		(411	)
Accounts Receivable, net	$	41,349		$	24,766

	*September 30,*			*December 31,*
Activity in allowance for credit losses	*2025*			*2024*
(in thousands)
Balance in allowance for credit losses as of January 1	$	411		$	1,461
Current provision for expected credit losses		-			128
Allowances associated with businesses sold		-			(12	)
Write-offs charged against the allowance		(173	)		(1,166	)
Ending balance in allowance for credit losses	$	238		$	411

	*September 30,*			*December 31,*
Property and equipment consist of the following:	*2025*			*2024*
(in thousands)
Equipment	$	4,050		$	4,060
Furniture and fixtures		899			591
Leasehold improvements		502			384
Capitalized internal use software costs		20,803			18,967
Gross property and equipment		26,254			24,002
Less accumulated depreciation and amortization		(22,985	)		(21,987	)
Property and equipment, net	$	3,269		$	2,015

	*September 30,*			*December 31,*
Intangible assets consist of the following:	*2025*			*2024*
(in thousands)
Trade names	$	900		$	900
Patents		870			870
Gross intangible assets		1,770			1,770
Less accumulated amortization		(1,028	)		(929	)
Intangible assets, net	$	742		$	841

The remaining amortization for each of the following years succeeding December 31, 2024 is summarized as follows: (in thousands)
Year	Amount
2025	$	34
2026		133
2027		36
2028		36
2029		36
Thereafter		467
Total	$	742

	*September 30,*		*December 31,*
Accrued expenses and other current liabilities:	*2025*		*2024*
(in thousands)
Taxes payable	$	1,153	$	137
Accrued salaries and wages		2,168		1,644
Accrued third party labor		275		131
Other		728		1,621
Accrued expenses and other current liabilities	$	4,324	$	3,533

Fair Value Measurements

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The US GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

● Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
● Level 2	Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
● Level 3	Prices or valuation techniques where little or no market data is available that requires inputs significant to the fair value measurement and unobservable.

If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value.

The fair value of the Company's lines of credit approximate the carrying value reflected on the condensed consolidated balance sheets, due to their short-term nature.

The fair value of the long-term portion of the Resource Plus Seller Notes is determined using a discounted cash flow methodology. Under this approach, the expected future cash flows of the notes are discounted to their present value using a discount rate derived from observable market data, such as current interest rates or yield curves for similar instruments. This valuation technique utilizes inputs classified as Level 2 under the ASC 820 fair value hierarchy. Accordingly, the carrying amount of the long-term portion of the Resource Plus Seller Notes approximates its fair value, as it represents the present value of the notes’ future cash flows.

Discontinued Operations

The Company classifies a component of its business as a discontinued operation when the component has been disposed of or is classified as held for sale, and the disposition represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Upon meeting the criteria for discontinued operations, the results of operations and cash flows of the component are segregated from continuing operations for all periods presented. Assets and liabilities of the discontinued operation are presented separately on the face of the balance sheet if classified as held for sale.

Gains or losses on disposal, along with adjustments to previously recognized gains or losses, are recognized in the period of sale or upon meeting the held-for-sale criteria. Interest expense and general corporate overhead are not allocated to the discontinued operation unless they are directly attributable to the component.

As discussed on the Company's Form 10-K/A, filed with the SEC on July 17, 2025, the Company determined that the sale of its Brazilian joint venture (see Note 8, Related Party Transactions) represented a strategic shift in the Company's operations that will have a significant impact to the financial statements. As such, the Company has reflected the Brazilian joint venture as discontinued operations.

Amounts included in the consolidated financial statements in this Form 10-Q for discontinued operations are detailed below:

*Summary of Results from Discontinued Operations*
	*Three Months Ended September 30,*		*Nine Months Ended September 30,*
$ in thousands	*2024*		*2024*
Net revenues	$	-	$	33,185
Cost of revenues		-		28,325
Gross profit		-		4,860
Selling, general and administrative expenses		-		3,385
Loss on sale of business		-		1,188
Depreciation and amortization		-		63
Income from operations before tax		-		224
Income tax expense		-		1,074
Interest expense		-		31
Loss from discontinued operations, net of tax	$	-	$	(881	)

Restructuring and severance costs

Restructuring and severance costs include severance costs paid in connection with the reorganization of the Company's executive team and expenses related to the move of the Company's headquarters to Charlotte, NC. For the three and nine months ended September 30, 2025, the company recognized expense of $4.0 million and $4.0 million, respectively for these costs. The costs are presented separately on the Condensed Consolidated Statements of Operations and Comprehensive Income.

Debt

North Mill Capital Credit Facility

The Company, through SPAR Marketing Force, Inc. ("SMF") and SPAR Canada Company ULC ("SCC", and collectively with SMF, the “NM Borrowers”), has a secured revolving credit facility in the United States (the "US Revolving Credit Facility") and Canada (the "Canada Revolving Credit Facility", and collectively with the US Revolving Credit Facility, the "NM Credit Facility") with North Mill Capital, LLC, d/b/a SLR Business Credit ("NM").

In order to obtain, document and govern the NM Credit Facility, SMF, SCC, SGRP and certain of SGRP's direct and indirect subsidiaries in the United States and Canada (including SMF and SCC as borrowers and SGRP as a guarantor, collectively, the "NM Loan Parties") entered into a Loan and Security Agreement with NM dated as of April 10, 2019, which, as amended from time to time (as amended, the "NM Loan Agreement"), governs the NM Credit Facility. Pursuant to the NM Loan Agreement, the NM Borrowers agreed to reimburse NM for legal and documentation fees incurred in connection with the NM Loan Agreement and such amendments.

On February 1, 2023, the NM Loan Parties and NM executed and delivered a Sixth Modification Agreement, effective immediately (the "Sixth Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to increase the amount of the US Revolving Credit Facility to $28.0 million and increase the Canada Revolving Credit Facility to CDN $2.0 million. In addition, the Sixth Modification Agreement increased the cap on unbilled accounts in the borrowing base for SMF to $7.0 million from $6.5 million.

On March 27, 2024, the NM Loan Parties and NM executed and delivered a Seventh Modification Agreement, effective immediately (the "Seventh Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from October 10, 2024 to October 10, 2025. The Company and the NM executed an Eighth Modification Agreement on October 9, 2025, which extends the agreement through October 10, 2027. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that such sources will be sufficient to satisfy its liquidity requirements in the future. If the Company cannot generate or obtain needed funds, it might be forced to make substantial reductions in its operating and capital expenses or pursue restructuring plans, which could adversely affect its business operations and ability to execute its current business strategy.

The Restated US Note and Restated Canadian Note (together, the "NM Notes") and the NM Loan Agreement together require the NM Borrowers to pay interest on the loans thereunder equal to: (i) the Prime Rate designated from time to time by Wells Fargo Bank; plus (ii) one and nine-tenths percentage points (1.90%) or an aggregate minimum of 6.75% per annum. In addition, the NM Borrowers are paying a facility fee to NM in an amount equal to: (i) for the year commencing on October 10, 2024, approximately 0.80% of the sum of (i) the prior year’s “Benchmark Advance Amount” plus (ii) any additional advances outside the US Revolving Credit Facility. This facility fee is payable in twelve equal monthly installments during the contract year. Further, an incremental facility fee of $15,000 is assessed upon the first occurrence that the outstanding balance under the US Revolving Credit Facility exceeds the prior year’s Benchmark Advance Amount by each $1,000,000 increment, up to the applicable maximum advance limit. The “Benchmark Advance Amount” is defined as the highest daily balance under the US Revolving Credit Facility during the immediately preceding contract year.

As of September 30, 2025, the aggregate interest rate was 9.15% per annum and the aggregate outstanding loan balance was approximately $23.8 million, which is included within lines of credit and short-term loans in the unaudited condensed consolidated balance sheets. The aggregate outstanding loan balance is divided between the US Revolving Credit Facility and the Canada Revolving Credit Facility as follows: (i) the outstanding loan balance under the US Revolving Credit Facility was approximately $23.0 million; and (ii) the outstanding loan balance under the Canada Revolving Credit Facility was approximately $0.8 million.

The NM Credit Facility contains certain financial and other restrictive covenants and also limits certain expenditures by the NM Loan Parties, including maintaining a positive trailing EBITDA for each the NM Borrowers and imposes limits on all of the NM Loan Parties on non-ordinary course payments and transactions, incurring or guaranteeing indebtedness, capital expenditures and certain other investments. The NM Loan Parties were in compliance with such covenants as of September 30, 2025. The obligations of the NM Borrowers are secured by the receivables and other assets of the NM Borrowers and substantially all of the assets of the other NM Loan Parties.

Summary of the Company’s lines of credit (dollars in thousands):

Interest Rate

Balance

Interest Rate

Balance

as of

September 30, 2025

December 31, 2024

USA / Canada North Mill Capital

9.15

23,783

9.40

16,082

Total

23,783

16,082

Resource Plus – Seller Notes

On April 18, 2024, the Company entered into a Securities Purchase Agreement to buy from Mr. Richard Justus the remaining minority joint venture interests of Resource Plus and its sister companies, Mobex of North Florida, Inc., and Leasex, LLC. Based on the terms set in the original joint venture agreement, the Company will pay a total of $3 million in annual payments over a five-year period. The agreement resulted in the termination of all relevant shareholder and operating agreements, although specific confidentiality obligations remain effective for three years post-closing and specific mutual releases were provided. As of September 30, 2025, the Company had a balance of $1.6 million for this Promissory Note is outstanding reported on the condensed consolidated balance sheets (including current portion).

Summary of the Company’s Seller Notes (dollars in thousands):

	*Interest Rate*			*Balance*		*Interest Rate*			*Balance*
	*as of*			*as of*		*as of*			*as of*
	*September 30, 2025*			*September 30, 2025*		*December 31, 2024*			*December 31, 2024*
USA - Resource Plus Seller Notes (Current)		4.30	%		500		4.30	%		500
USA - Resource Plus Seller Notes (Long-term)		4.30	%		1,132		4.30	%		1,722
USA - Resource Plus Seller Notes				$	1,632				$	2,222

Summary of Unused Company Credit and Other Debt Facilities (in thousands):

	*September 30,*		*December 31,*
	*2025*		*2024*
Unused Availability:
United States / Canada	$	2,153	$	13,310
Total Unused Availability	$	2,153	$	13,310

4.	Commitments and Contingencies

Legal Matters

The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, resolution of these matters is not anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.

5.	Common Stock

As of September 30, 2025, the Corporation’s certificate of incorporation authorized the Corporation to issue 47,000,000 shares of common stock, par value $0.01 per share. The voting, dividend and liquidation rights of the holders of the Corporation's common stock are subject to and qualified by the rights, powers and preferences of the holders of the Corporation's Series B convertible preferred stock. Each share of the Corporation's common stock is entitled to one vote on all matters submitted to a vote of the Corporation's stockholders. Holders of the Corporation's common stock are entitled to receive dividends as may be declared by the Corporation's board of directors (the "Board"), if any, subject to the preferential dividend rights of the Corporation's Series B convertible preferred stock. No cash dividends had been declared or paid during the periods presented.

2024 Stock Repurchase Program

On March 28, 2024, the Board approved SGRP's repurchase of up to 2,500,000 of SGRP's Shares of the Corporation's common stock under the 2024 Stock Repurchase Program (the "2024 Stock Repurchase Program"), which repurchases would be made from time to time over a one-year period in the open market and through privately-negotiated transactions, subject to cash availability and general market and other conditions. Pursuant to the 2024 Stock Repurchase Program, on May 3, 2024, SGRP's Board and its Audit Committee approved SGRP's Repurchase Agreement with William H. Bartels for SGRP's private repurchase of 1,000,000 shares of the Corporation's common stock from William H. Bartels, dated and effective as of April 30, 2024, at a purchase price of $1.80 per share (the Nasdaq closing price on April 29, 2024). Mr. Bartels is a Director and significant stockholder of SGRP, is one of the founders of the Company, and is an affiliate and related party of SGRP. There have been no other share repurchases to date under the 2024 Stock Repurchase Program.

6.	Preferred Stock

The Corporation’s certificate of incorporation authorizes it to issue 3,000,000 shares of preferred stock with a par value of $0.01 per share, which may have such preferences and priorities over the Corporation’s common stock and other rights, powers and privileges as the Board of may establish in its discretion. There are no preferred stock outstanding as of September 30, 2025.

7.	Share-Based Compensation

Stock Options

For the three months ended September 30, 2025 and 2024, the Company recognized share-based compensation expense related to stock options of $0 and $(20,000), respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized share-based compensation expense related to stock options of $2,237 and $14,000, respectively. For the three months ended September 30, 2025 and 2024, the tax benefit available from share-based compensation expense related to stock options was $0 and $1,470, respectively. For the nine months ended September 30, 2025 and 2024, the tax benefit available from share-based compensation expense related to stock options was $0 and $4,380, respectively.

Restricted Stock Units

For the three months ended September 30, 2025 and 2024, the Company recognized share-based compensation expense related to restricted stock units of $84,000 and $(129,000), respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized share-based compensation expense related to restricted stock units of $136,886 and $93,000, respectively. For the three months ended September 30, 2025 and 2024, the tax benefit available from share-based compensation expense related to restricted stock units was $21,804 and $6,872, respectively. For the nine months ended September 30, 2025 and 2024, the tax benefit available from share-based compensation expense related to restricted stock units was $34,221 and $28,985, respectively.

Phantom Stock Awards

On and effective as of March 24, 2022, the Corporation issued an award of 111,111 Phantom Stock Units to each of its executives: Kori G. Belzer; William Linnane; and Ron Lutz. Each Phantom Stock Unit represents the right of the grantee to receive cash payments based on the fair market value of the Corporation's common stock at the time of vesting. Vesting will occur in three tranches of one-third each over the three (3) year period following the grant date, provided that (i) the Grantee is an employee of the Company at the time and (ii) the Corporation has achieved 90% of the agreed upon the applicable financial target for the year commencing with 2022 (which was EBITDA for 2022), but tranches will rollover to the following year and be payable upon achievement of 120% of the agreed upon applicable financial target for such following year. The Phantom Stock Units do not possess the rights of common stockholders of the Corporation, including any voting or dividend rights, and cannot be exercised or traded for the Corporation's common stock. Due to the cash settlement feature, the Phantom Stock Units are classified as liabilities in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheet.

On and effective as of September 20, 2023, the Corporation issued an award of 181,818 Phantom Stock Units to each of its executives: Kori G. Belzer; William Linnane; and Ron Lutz. Each Phantom Stock Unit represents the right of the grantee to receive cash payments based on the fair market value of the Corporation's common stock at the time of vesting. Vesting will occur in three tranches of one-third each over the three (3) year period following the grant date, provided that (i) the Grantee is an employee of the Company at the time and (ii) the Corporation has achieved 70% of the agreed upon applicable financial target for the year commencing with 2023 (which was EBITDA for 2023), with the first criteria having been achieved, the second has respectively vested on the second and will vest on the third anniversary dates of the vesting of the first year’s tranche with no additional vesting criteria. The Phantom Stock Units do not possess the rights of common stockholders of the Corporation, including any voting or dividend rights, and cannot be exercised or traded for the Corporation's common stock. Due to the cash settlement feature, the Phantom Stock Units are classified as liabilities in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheet.

During the three months ended September 30, 2025 and September 30, 2024 the Company has recognized compensation expense of $233,334 and $0, respectively, related to the 2022 and 2023 Phantom Stock Awards. During the nine months ended September 30, 2025 and September 30, 2024, the Company has recognized compensation expense of $699,635 and $0, respectively related to the 2022 and 2023 Phantom Stock Awards. Amounts expensed during the three months ended September 30, 2025 include final cash payments included in the severance agreements of certain executives. Remaining amounts owed under these agreements after payments to retired executives are approximately $62 thousand and are reflected within accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2025.

8.	Related Party Transactions

Domestic Related Party Transactions

Bartels' Retirement and Director Compensation

William H. Bartels retired as an employee of the Company as of January 1, 2020. However, he continues to serve as a member of SPAR's Board. Mr. Bartels is a significant stockholder of SGRP, is one of the founders of the Company, and is an affiliate and related party of SGRP.

Effective as of January 18, 2020, SPAR's Governance Committee proposed and unanimously approved retirement benefits for Mr. Bartels, for the five-year period commencing January 1, 2020, and ended December 31, 2024 (the "Five-Year Period"), for Mr. Bartels. The aggregate value of benefits payable to Mr. Bartels is approximately $0.2 million per year and a total of $1.1 million for the Five-Year Period. As of September 30, 2025, there are no retirement benefits remaining outstanding.

Pursuant to the 2024 Stock Repurchase Program, on May 3, 2024, SGRP's Board and its Audit Committee approved SGRP's Repurchase Agreement with William H. Bartels for SGRP's private repurchase of 1,000,000 shares of the Corporation's common stock from William H. Bartels, dated and effective as of April 30, 2024, at a purchase price of $1.80 per share (the Nasdaq closing price on April 29, 2024).

Other Related Party Transactions and Arrangements

On December 1, 2021, the Corporation entered into the Agreement for Marketing and Advertising Services (the "WB Agreement") with WB Marketing, Inc. (the "Agent", and together with the Company, the "Parties"). The Agent is an entity owned and controlled by Mrs. Jean Matacunas who is the wife of former President and Chief Executive Officer, Michael R. Matacunas. During the three and nine months ended September 30, 2025, the Company has recognized $51,130 and $242,060, respectively, in expenses under this agreement. During the three and nine months ended September 30, 2024, the Company recognized approximately $14,000 and $101,000, respectively, in expenses under this agreement. In 2025, WB Marketing changed its name to Qantm Creative.

SBS and Infotech are related parties and affiliates of SGRP but are not under the control or part of the consolidated Company. In July 1999 the Company, SBS and Infotech entered into a perpetual software ownership agreement providing that each party independently owned an undivided share of and has the right to unilaterally license and exploit certain portions of the Company's proprietary scheduling, tracking, coordination, reporting and expense software are co-owned with SBS and Infotech, and each entered into a non-exclusive royalty-free license from the Company to use certain "SPAR" trademarks in the United States.

International Joint Venture Transactions

Agreement to sell the Company’s ownership interest in its South African Joint Venture

Prior to March 31, 2024, SGRP Meridian Proprietary Limited ("Meridian") was a consolidated international subsidiary of the Company and was owned 51% by the Company and 49% by Friedshelf (Pty) Ltd., Lindicom Proprietary Limited, and Lindicom Empowerment Holdings Proprietary Limited ("Local Owners"). On February 7, 2024, the Company entered into an agreement to sell its 51% ownership interest in Meridian to the Local Owners for 180,700,000 South African Rand, 80% of which would be paid upon closing.

The closing conditions under that agreement were satisfied in all material respects by March 31, 2024. On April 29, 2024, the Company received 144,560,000 South African Rand from the Local Buyers (or approximately $7.7 million). The remaining purchase price of approximately $1.9 million is recorded as other receivable on the consolidated balance sheets and will be paid by December 31, 2025, and its payment is secured by an irrevocable unconditional guarantee from Investec Bank Limited. The Company has also licensed certain technology (including SPARView) and trademarks to Meridian in connection with the sale. The Company recognized a pre-tax gain of approximately $7.2 million on this transaction in the first quarter of 2024, which is presented within Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income.

Agreement to sell the Company’s ownership interest in its Chinese Joint Venture

On February 23, 2024, the Company entered into an agreement to sell its 51% ownership interest in SPAR (Shanghai) Marketing Management Co., Ltd. to Shanghai Jingbo Enterprise Consulting Co., Ltd. and Shanghai Wedone Marketing Management Co. Ltd. The total price paid to the Company was $200,000. The sale was completed in April 2024. The Company has recognized a loss of $1.1 million in the second quarter of 2024 as a result of this transaction. The Company has no continuing involvement in SPAR (Shanghai) Marketing Management Co., Ltd.

Agreement to sell the Company’s Brazilian subsidiary that owns its interest in its Brazilian Joint Venture

On March 26, 2024, the Company signed a share purchase agreement with JK Consultoria Empresarial Ltda. ("JKC") for JKC to acquire the Company's Brazilian holding company (which in turn owns the Company's 51% ownership interest in its Brazilian joint venture subsidiary) for BRL 58.9 million or approximately $11.8 million. Closing of the sale occurred in June 2024. The Company has recognized a loss of $1.2 million in the second quarter of 2024 as a result of this transaction. The Company has no continuing involvement in the Brazilian joint venture.

Agreement to sell SPAR's 100% ownership interest in SPAR Japan

On July 23, 2024, the Company entered into an agreement to sell its 100% ownership interest in SPAR Japan for $500,000. The sale closed on August 30, 2024. The Company has recognized a loss of $0.7 million in the third quarter of 2024 as a result of this transaction. The Company has no continuing involvement in SPAR Japan.

Agreement to sell SPAR's 51% ownership interest in its Indian Joint Venture

On August 31, 2024, the Company closed on an agreement to sell its 51% ownership interest in its Indian Joint venture for $500,000. The sale closed on September 25, 2024. The Company has recognized a loss of $1.4 million in the third quarter of 2024 as a result of this transaction. The Company has no continuing involvement in the Indian joint venture.

Agreement to sell SPAR's 51% ownership interest in its Mexican Joint Venture

On December 19, 2024, the Company closed on an agreement to sell its 51% ownership interest in its Mexican Joint venture for $417,000. The sale closed on December 19, 2024. The Company has recognized a loss of $1.1 million in the fourth quarter of 2024 as a result of this transaction. The Company has no continuing involvement in the Mexican joint venture.

9.	Segment Information

The Company operates as one operating segment. The Company's chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated revenues, gross margin, operating income and net income to assess financial performance and allocate resources. Significant expenses within operating income, as well as within net income, include field management costs, direct expenses, and selling, general and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Other segment items within net (loss) income include interest expense, other expense, net, and income tax (benefit) expense. Total consolidated assets on the Company's Condensed Consolidated Balance Sheets are equal to segment assets.

Long-lived assets of the Company as of the periods presented were (in thousands):

	*September 30,*		*December 31,*
	*2025*		*2024*
Long lived assets:
United States	$	5,889	$	4,014
Canada		380		465
Total long lived assets	$	6,269	$	4,479

Geographic Data (dollars in thousands)

	*Three Months Ended September 30,*										*Nine Months Ended September 30,*
	*2025*					*2024*					*2025*					*2024*
			*% of*					*% of*					*% of*					*% of*
		Net		consolidated			Net		consolidated			Net		consolidated			Net		consolidated
		Revenues		net revenue			Revenues		net revenue			Revenues		net revenue			Revenues		net revenue
United States	$	38,171		92.2	%	$	28,768		76.1	%	$	104,306		91.4	%	$	90,583		69.4	%
South Africa		-		-			-		0.0	%		-		-			8,277		6.3	%
Mexico		-		-			3,196		8.5	%		-		-			9,723		7.4	%
China		-		-			-		0.0	%		-		-			2,698		2.1	%
Japan		-		-			908		2.4	%		-		-			3,778		2.9	%
Canada		3,245		7.8	%		3,529		9.3	%		9,781		8.6	%		10,698		8.2	%
India		-		-			1,387		3.7	%		-		-			4,829		3.7	%
Total net revenue	$	41,416		100.0	%	$	37,788		100.0	%	$	114,087		100.0	%	$	130,586		100.0	%

10.

Leases

The Company is a lessee under certain operating leases for office space and equipment.

The components of lease expenses consisted of the following for the periods presented (in thousands):

		*Three Months Ended*				*Nine Months Ended*
		*September 30,*				*September 30,*
Lease Costs	*Classification*	*2025*		*2024*		*2025*		*2024*
Operating lease cost	Selling, general and administrative expense	$	57	$	147	$	186	$	415
Short-term lease cost	Selling, general and administrative expense		49		22		345		277
Total lease cost		$	106	$	169	$	531	$	692

The following includes supplemental information for the periods presented (in thousands):

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2025*		*2024*		*2025*		*2024*

Operating cash flows from operating leases	$	79	$	105	$	253	$	415

Right-of-use assets obtained in exchange for lease obligations
Operating lease	$	497	$	-	$	497	$	-

Balance sheet information related to leases consisted of the following as of the periods presented (in thousands):

	*September 30, 2025*			*December 31, 2024*
Assets:
Operating lease right-of-use assets	$	813		$	630
Liabilities:
Current portion of operating lease liabilities		291			276
Non-current portion of operating lease liabilities		529			353
Total Operating lease liabilities	$	820		$	629

Weighted average remaining lease term - operating leases (in years)		2.57			2.64
Weighted average discount rate - operating leases		8.39	%		7.70	%

The following table summarizes the maturities of lease liabilities as of September 30, 2025 (in thousands):

Period Ending December 31,	*Amount*
2025	$	105
2026		358
2027		338
2028		139
Total Lease Payments		940
Less: imputed interest		(120	)
Total	$	820

11.

Earnings Per Share

The following table sets forth the computations of basic and diluted net (loss) income per share (in thousands, except per share data):

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2025*			2024			*2025*			2024
Numerator:
Net (loss) income attributable to SPAR Group, Inc.	$	(8,764	)	$	(182	)	$	(8,303	)	$	2,554

Denominator:
Shares used in basic net income per share calculation		23,648			23,435			23,523			23,591
Effect of diluted securities:
Stock options and unvested restricted shares		48			-			44			177
Shares used in diluted net income per share calculations		23,696			23,435			23,567			23,768

Basic (loss) earnings per common share attributable to SPAR Group, Inc.	$	(0.37	)	$	(0.01	)	$	(0.35	)	$	0.11
Diluted (loss) earnings per common share attributable to SPAR Group, Inc.	$	(0.37	)	$	(0.01	)	$	(0.35	)	$	0.11

12.

Subsequent Events

On October 9, 2025, the Company, through SPAR Marketing Force, Inc. ("SMF") and SPAR Canada Company ULC ("SCC", and collectively with SMF, the “NM Borrowers”) and North Mill Capital, LLC, d/b/a SLR Business Credit ("NM") executed their Eighth Modification Agreement, which extends the borrowing arrangement through October 10, 2027. Under this agreement, the total credit facility size will be $36 million ($30 million for the US facility and $6 million for the Canadian facility). Under this extended agreement, the Company's interest rate is the Prime Rate plus 1.25%.

In connection with the move of the Corporate Headquarters to Charlotte, NC, the Company entered into a seven year lease agreement with East West Station Retail, L.P. for permanent corporate office space. The Company occupied this space on November 5, 2025 and the impacts of this lease will be recorded in the fourth quarter of 2025.

SPAR Group, Inc. and Subsidiaries

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this "Quarterly 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. ("SGRP" or the "Corporation",) and its subsidiaries (and SGRP together with its subsidiaries may be referred to as "SPAR Group" or the "Company"). There also are forward-looking statements contained in: (a) SGRP's 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on July 17, 2025; 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 (including this Quarterly Report and the Annual Report, each a "SEC Report"). "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 of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Company in this Quarterly Report and the Annual Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): the impact of the Company's strategic review process or any resulting action or inaction; the impact of selling certain of the Company's subsidiaries or any resulting impact on revenues, earnings or cash; the impact of adding new directors or new finance team members; the potential negative effects of any stock repurchase and/or payment; the potential continuing negative effects of the COVID pandemic on the Company's business; the Company's potential non-compliance with applicable Nasdaq director independence, bid price or other rules; the Company's cash flow or financial condition; and plans, intentions, expectations, guidance or other information respecting the pursuit or achievement of the Company's corporate objectives. The Company's forward-looking statements also include (without limitation) those made (as applicable) in this Quarterly Report and the Annual Report in "Business", "Risk Factors", "Legal Proceedings", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Directors, Executive Officers and Corporate Governance", "Executive Compensation", "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", and "Certain Relationships and Related Transactions, and Director Independence".

You should carefully review and consider the Company'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 Quarterly Report, the Annual Report, and the other applicable SEC Reports, 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 Company's current views about future events and circumstances. Although the Company 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 Company, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Company's control). In addition, new Risks arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company 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 Company's Common Stock.

These forward-looking statements reflect the Company's Expectations, views, Risks and assumptions only as of the date of this Quarterly Report and the Annual Report, and the Company 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.

SPAR Group, Inc. and Subsidiaries

Overview of Our Business

SPAR Group is a leading merchandising and brand marketing services company, providing a broad range of sales enhancing services to retailers across most classes of trade and consumer goods manufacturers and distributors. The Company’s goal is to be the most creative, energizing and effective services company that drives sales, margins and operating efficiency for our brand and retail clients.

As of September 30, 2025, the Company operated in the United States and Canada. During 2024, the Company strategically exited joint ventures in Mexico, Brazil, South Africa, China, Japan and India.

With more than 50 years of experience and a diverse network of merchandising specialists around the world, the Company continues to grow its relationships with some of the world’s leading businesses. The combination of resource scale, deep expertise, advanced technology and unwavering commitment to excellence, separates the Company from the competition.

The Company is dedicated to delivering a spectrum of specialized services tailored to enhance retail operations and profitability in North America. Our team collaborates closely with clients to identify their primary goals, ensuring the execution of strategies that boost sales and profit margins. With a focus on merchandising and brand marketing, our specialists deploy a variety of programs aimed at maximizing product sell-through to consumers. These initiatives range from launching new products and setting up promotional displays to assembling fixtures and ensuring consistent stock availability, thus facilitating efficient reordering processes. Furthermore, we extend our expertise to sales enhancement and customer service improvement. As the retail landscape evolves, our team is adept at undertaking comprehensive store renovations and preparing new locations for their grand openings, ensuring they meet the modern consumer's expectations. Additionally, our distribution associates play a pivotal role in retail and consumer goods distribution centers, preparing these facilities for operation, optimizing system functionality, managing product logistics, and providing essential staffing solutions to meet our clients' needs effectively.

The Company’s business is led and operated from its headquarters in Charlotte, NC, with local leadership and offices in Canada.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP measures of our operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). "EBITDA" is defined as net income before (i) depreciation and amortization, (ii) interest expense, net, and (iii) income tax expense. "Adjusted EBITDA" is defined as EBITDA adjusted for (i) Board of Directors incremental compensation expense, (ii) restructuring, (iii) goodwill impairment, (iv) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, and (v) special items as determined by management. In evaluating Adjusted EBITDA for the three months and nine months ending September 30, 2025, management has included adjusted EBITDA from discontinued operations for the time period that such discontinued operations were still owned by the Company. These metrics area supplemental measures of our operating performance that is neither required by, nor presented in accordance with, U.S. GAAP.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in future periods, and any such modification may be material. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Our management believes Adjusted EBITDA is helpful in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We also use Adjusted to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of our business strategies and to make budgeting decisions.

Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations include:

●

Adjusted EBITDA does not reflect our cash expenditure or future requirements for capital expenditures or contractual commitments;

●

Adjusted EBITDA does not reflect changes in our cash requirements for our working capital needs;

●

Adjusted EBITDA does not reflect the interest expense and the cash requirements necessary to service interest or principal payments on our debt;

●

Adjusted EBITDA does not reflect cash requirements for replacement of assets that are being depreciated and amortized;

●

Adjusted EBITDA does not reflect non-cash compensation, which is a key element of our overall long-term compensation;

●

Adjusted EBITDA does not reflect the impact of certain cash charges or cash receipts resulting from matters we do not find indicative of our ongoing operations; and

●

Other companies in our industry may calculate Adjusted EBITDA differently than we do.

The following is a reconciliation of our net income to Adjusted EBITDA for the periods presented:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025			2024			2025			2024
Consolidated net (loss) income from continuing operations	$	(8,764	)	$	(270	)	$	(8,303	)	$	4,349
Depreciation and amortization from continuing operations		404			454			1,185			1,380
Interest expense from continuing operations		663			582			1,721			1,647
Income tax (benefit) expense from continuing operations		1,719			(2,314	)		1,953			14
Other expense from continuing operations		463			472			460			184
EBITDA of discontinued operations		-			-			-			1,475
Subtotal of Adjustments to Consolidated Net Income		3,249			(806	)		5,319			4,700
Consolidated EBITDA	$	(5,515	)	$	(1,076	)	$	(2,984	)	$	9,049
Restructuring costs & severance		4,018			-			4,018			256
Exceptional BOD payments		544			-			544			-
Loss (gain) on sale of business		-			960			-			(4,786	)
Share based compensation		84			(149	)		138			107
Other one time expenses (1)		959			952			1,184			1,607
Consolidated Adjusted EBITDA	$	90		$	687		$	2,900		$	6,233
Adjusted EBITDA attributable to non-controlling interest		-			(466	)		-			(1,909	)
Adjusted EBITDA attributable to SPAR Group, Inc.	$	90		$	221		$	2,900		$	4,324

(1) Other one time expenses for the three months ended September 30, 2025 include legal expenses of $314K, restatement costs of $230K, and costs related to the strategic review of $415K. For the nine months ended September 30, 2025 other one time expenses include legal expenses of $328K, restatement costs of $230K, and costs related to the strategic review of $626K. Other one time expenses for the three months ended September 30, 2024 include costs related to the strategic review of $952K. For the nine months ended September 30, 2024 other one time expenses include costs related to the strategic review of $1,607K.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a percentage of Net revenues for the periods indicated (dollars in thousands):

For the three months ended September 30, 2025, compared to the three months ended September 30, 2024

	Three Months Ended September 30,
	2025					2024
Net revenues	$	41,416		100.0	%	$	37,788		100.0	%
Cost of revenue:
Field management		2,048		4.9			2,569		6.8
Direct expenses		31,678		76.5			26,777		70.9
Total cost of revenue		33,726		81.4			29,346		77.7
Gross profit		7,690		18.6			8,442		22.3
Selling, general and administrative expense		9,187		22.2			8,558		22.6
Restructuring costs and severance		4,018		9.7			-		-
Loss on sale of business		-		-			960		2.5
Depreciation and amortization		404		1.0			454		1.2
Operating loss		(5,919	)	(14.3	)		(1,530	)	(4.0	)
Interest expense		663		1.6			582		1.5
Other expense, net		463		1.1			472		1.2
Loss before income tax benefit		(7,045	)	(17.0	)		(2,584	)	(6.7	)
Income tax expense (benefit)		1,719		4.2			(2,314	)	(6.1	)
Loss from continuing operations		(8,764	)	(21.2	)		(270	)	(0.7	)
Net loss from discontinued operations		-		-			-		-
Net loss		(8,764	)	(21.2	)		(270	)	(0.7	)
Net loss attributable to non-controlling interest		-		-			88		0.2
Net loss attributable to SPAR Group, Inc.	$	(8,764	)	(21.2	)%	$	(182	)	(0.5	)%

Net Revenues

Net revenues for three months ended September 30, 2025 were $ 41.4 million, compared to $ 37.8 million for the three months ended September 30, 2024, an increase of $ 3.6 million, or 9.5%. Net revenues increased in the quarter, despite the sale of Mexico, Japan, and India. This increase in revenues was driven by continued growth in the US market.

Cost of Revenues

The Company's cost of revenues consists of its in-store labor and field management wages, related benefits, travel and other direct labor-related expenses and was 81.4% of net revenue for the three months ended September 30, 2025 compared to 77.7% of net revenues for the three months ended September 30, 2024.

Cost of revenues for the three months ended September 30, 2025 were $ 33.7 million, compared to $ 29.3 million for the three months ended September 30, 2024, an increase of $ 4.4 million, or 15.0%. The increase is primarily due to the growth in revenues compared to last year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $ 9.2 million, or 22.2% of net revenue, and approximately $ 8.6 million, or 22.6% of net revenue for the three months ended September 30, 2025 and 2024, respectively. The increase in selling, general and administrative expenses is largely due to one-time costs associated with the relocation of the Company's headquarters to Charlotte, NC, and other legal costs related to shareholder matters.

Restructuring Costs and Severance

Restructuring costs and severance includes payments made to certain executives as part of their departure agreements, which were disclosed in an 8-K filing on August 25, 2025. These costs, which are presented separately on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $ 4.0 million and $0 million for the three months ended September 30, 2025 and 2024, respectively.

Depreciation and Amortization

For the three months ended September 30, 2025 and 2024, depreciation and amortization was approximately $ 0.4 million and $ 0.5 million, respectively.

Interest Expense

For the three months ended September 30, 2025 and 2024, interest expense was approximately $ 0.7 million and $ 0.6 million, respectively.

Other Expense, Net

For the three months ended September 30, 2025 and 2024, other expense, net was approximately $0.5 million and $0.5 million, respectively.

Income Tax Expense (Benefit)

For the three months ended September 30, 2025 and 2024, income tax expense was approximately $ 1.7 million with an effective rate of -24.4%, compared to a benefit of $ (2.3) million with an effective rate of 89.6% for the three months ended September 30, 2024. The third quarter 2025 effective tax rate differs from the statutory rate of 21% mostly due to permanent differences and a recording of a valuation allowance on deferred tax assets to the extent the Company believes that these assets are not more likely than not to be realized.

For the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

	Nine Months Ended September 30,
	2025		2024
	$	%	$	%
Net revenues	$ 114,087	100.0%	$ 130,586	100.0%
Cost of revenue:
Field management	7,489	6.6	6,681	5.1
Direct expenses	82,570	72.4	96,795	74.1
Total cost of revenue	90,059	78.9	103,476	79.2
Gross profit	24,028	21.1	27,110	20.8
Selling, general and administrative expense	22,994	20.2	24,322	18.6
Restructuring costs and severance	4,018	3.5	-	-
Gain on sale of business	-	-	(4,786)	(3.7)
Depreciation and amortization	1,185	1.0	1,380	1.1
Operating (loss) income	(4,169)	(3.7)	6,194	4.7
Interest expense	1,721	1.5	1,647	1.3
Other expense, net	460	0.4	184	0.1
(Loss) income before tax expense	(6,350)	(5.6)	4,363	3.3
Income tax expense	1,953	1.7	14	0.0
(Loss) income from continuing operations	(8,303)	(7.3)	4,349	3.3
Net loss from discontinued operations	-	-	(881)	(0.7)
Net (loss) income	(8,303)	(7.3)	3,468	2.7
Net income attributable to non-controlling interest	-	-	(914)	(0.7)
Net (loss) income attributable to SPAR Group, Inc.	$ (8,303)	(7.3)%	$ 2,554	2.0%

Net Revenues

Net revenues for nine months ended September 30, 2025 were $ 114.1 million, compared to $ 130.6 million for the nine months ended September 30, 2024, a decrease of $ 16.5 million, or 12.6%. The decrease is primarily due to the exit of South Africa, Mexico, China, Japan and India during later periods of 2024.

Cost of Revenues

The Company's cost of revenues consists of its in-store labor and field management wages, related benefits, travel and other direct labor-related expenses and was 78.9% of net revenue for the nine months ended September 30, 2025 compared to 79.2% of net revenues for the nine months ended September 30, 2024.

Cost of revenues for the nine months ended September 30, 2025 were $ 90.1 million, compared to $ 103.5 million for the nine months ended September 30, 2024, a decrease of $ 13.4 million, or 12.9%. The decrease is primarily due to the exit of South Africa, Mexico, China, Japan and India during later periods of 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $ 23.0 million, or 20.2% of net revenue, and approximately $ 24.3 million, or 18.6% of net revenue for the nine months ended September 30, 2025 and 2024, respectively. The increase in selling, general, and administrative expenses is largely due to one-time costs associated with the relocation of the Company's headquarters to Charlotte, NC, costs related to the Company's strategic review, and other legal costs related to shareholder matters.

Restructuring Costs and Severance

Restructuring costs and severance includes payments made to certain executives as part of their departure agreements, which were disclosed in an 8-K filing on August 25, 2025. These costs, which are presented separately on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $ 4.0 million and $0 million for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation and Amortization

For the nine months ended September 30, 2025 and 2024, depreciation and amortization was approximately $ 1.2 million and $ 1.4 million, respectively.

Interest Expense

For the nine months ended September 30, 2025 and 2024, interest expense was approximately $ 1.7 million and $ 1.6 million, respectively.

Other Expense, Net

For the nine months ended September 30, 2025 and 2024, other expense, net was approximately $0.5 million and $0.2 million, respectively.

Income Tax Expense

For the nine months ended September 30, 2025 and 2024, income tax expense was approximately $ 2.0 million with an effective rate of (30.8)% and $0 with an effective rate of 0.3%, respectively. The nine months ended September 30, 2025 effective tax rate differs from the statutory rate of 21% mostly due to permanent differences and a recording of a valuation allowance on deferred tax assets to the extent the Company believes that these assets are not more likely than not to be realized.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the amounts reported in those financial statements and related notes thereto. However, we believe we have used reasonable estimates and assumptions in preparing the unaudited condensed consolidated financial statements. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Critical Accounting Estimates section of the MD&A in the 2024 Annual Report on Form 10-K/A as filed with the Securities and Exchange Commission on July 17, 2025.

Liquidity and Capital Resources

Funding Requirements

Cash from operations could be affected by various risks and uncertainties, including, but not limited to risks detailed in the section titled "Risk Factors" included elsewhere in our 2024 Annual Report on Form 10-K/A. The Company believes that based upon the continuation of the Company's existing credit facilities (for which the Company closed on a two year extension from its lender in October 2025), projected results of operations, vendor payment requirements and other financing available to the Company (including amounts due to affiliates), sources of cash availability should be manageable and sufficient to support ongoing working capital and capital expenditure requirements over the next 12 months. However, delays in collection of receivables due from any of the Company's major clients, a significant reduction in business from such clients, or a negative economic downturn, could have a material adverse effect on the Company's business, cash resources, and ongoing ability to fund operations.

The Company is a party to various domestic and international credit facilities. These various domestic and international credit facilities require compliance with their respective financial covenants. See Note 3 to the Company's unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Cash Flows for the For the Nine months ended September 30, 2025 and 2024

Net cash used in operating activities was $ 16.0 million compared to $ 0.7 million used in operating activities for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities was primarily driven by growth in accounts receivable when compared to December 31, 2024. This growth is consistent with the growth in sales as well as the natural seasonality of the business.

Net cash used in investing activities was approximately $ 1.5 million compared to $ 9.5 million provided by investing activities for the nine months ended September 30, 2025 and 2024, respectively.

Net cash provided by financing activities was approximately $ 7.5 million compared to $ 0.2 million provided by financing activities for the nine months ended September 30, 2025 and 2024, respectively.

Reflecting the impact of foreign exchange rate changes on the activity above resulted in a decrease in cash and cash equivalents for the nine months ended September 30, 2025 and 2024 of approximately $13 thousand and $(75) thousand, respectively.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4.

Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, as our principal financial and accounting officer, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting, described below.

Material Weaknesses in Internal Control Over Financial Reporting

Management did not maintain effective controls related to the financial statement close process to ensure the completeness and accuracy of certain amounts and disclosures, specifically related to the preparation and review of balance sheet account reconciliations and presentation of segment disclosures. This material weakness resulted in errors in revenue, expense, accrual accounts, and prepaid accounts at year end.

Management did not design and implement effective controls used in the financial close process over non-recurring transactions, including accounting for the deconsolidation and sale of the international components. This material weakness resulted in errors in the calculation and presentation of the sale of international components and the deconsolidation of one subsidiary.

Remediation Efforts

The Company has begun the process of, and is focused on, designing and implementing effective internal control measures to improve its internal control over financial reporting and remediate the material weakness identified above. The Company's internal control remediation efforts include the following:

1. Implemented a modern and more efficient ERP system which went live January 1, 2025 with a parallel run in Q4 2024, and which includes modern and inherent controls and reduces the need for manual adjustments and likelihood of errors;

2. Hiring of an Assistant Controller as of January 1, 2025, who is an experienced CPA, and will provide necessary support to the existing Controller and ensure proper reconciliations are performed in a timely manner;

3. Consolidation of the finance and accounting team in one office (versus different offices and home offices), in a transition that started January 1, 2025, centralizing processes and ensuring more consistent application of controls across the Company;

4. Simplified the organizational structure by divesting six foreign joint venture operations, thereby reducing the complexity of the Company’s financial reporting and oversight processes.

The Company expects that the actions described above and resulting improvements in controls will strengthen its internal control over financial reporting and will address the identified material weaknesses.

Changes in Internal Controls Over Financial Reporting

Other than the remediation efforts described above, there were no changes in the Company's internal controls over financial reporting that occurred during the three months ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

SPAR Group, Inc. and Subsidiaries

PART II: OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, resolution of these matters is not anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.

Item 1A.

Risk Factors

Existing Risk Factors

Various risk factors applicable to the Company and its businesses are described in Item 1A under the caption "Risk Factors" in the 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025.

There have been no material changes in the Company's risk factors since the 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

SPAR Group, Inc. and Subsidiaries

Item 6.

Exhibits

	31.1	Certification of the CEO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as filed herewith.

	31.2	Certification of the CFO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as filed herewith.

	32.1	Certification of the CEO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as filed herewith.

	32.2	Certification of the CFO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as filed herewith.

	101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive Inline XBRL document.

	101.SCH	Inline XBRL Taxonomy Extension Schema Document

	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SPAR Group, Inc. and Subsidiaries

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.

Date: November 14, 2025	SPAR Group, Inc., Registrant


	By: /s/ Antonio Calisto Pato
	Antonio Calisto Pato Chief Financial Officer, Treasurer and Secretary

SPAR Group, Inc. 10-Q