SPAR Group, Inc. 8-K

What Happened

• SPAR Group, Inc. (SGRP) reported that its wholly owned subsidiary SPAR Marketing Force, Inc. (SMF) entered into a $4,000,000 unsecured loan with PC Group, Inc. The Senior Unsecured Promissory Note is effective March 13, 2026 (signed March 14, 2026), with the initial draw of $3,000,000 on March 16, 2026 and an additional $1,000,000 available in July 2026. SGRP joined the Note as an unconditional guarantor of SMF’s obligations.

Key Details

• Loan amount: $4,000,000 unsecured; Note effective March 13, 2026; executed March 14, 2026.
• Interest & term: fixed 8% per annum; monthly interest-only payments; principal due in full after 36 months on March 16, 2029.
• Funding schedule: $3,000,000 drawn March 16, 2026; remaining $1,000,000 available in July 2026.
• Equity component: SMF agreed to cause SGRP to issue 1,000,000 shares of SGRP common stock (deemed value $0.80/share, $800,000) to PC Group within 30 days; that $800,000 deemed value will reduce the final principal payoff but may be adjusted if SGRP issues shares or convertible securities below $0.80/share during the 36‑month term.

Why It Matters

• Liquidity and obligations: The loan provides near-term cash (initial $3M draw) for SMF/SGRP operations but creates a 36‑month repayment obligation with SGRP as guarantor, increasing the parent’s contingent obligations.
• Equity impact: The agreement contemplates issuance of 1,000,000 common shares (or equivalent) to the lender, which could increase SGRP’s outstanding shares and affect shareholder dilution; the $800,000 deemed share value offsets principal at maturity subject to adjustment.
• Investors should note the fixed 8% interest, interest-only payments (cash flow implications), the guarantee by the parent company, and the filing’s forward‑looking statements and referenced risk factors for more context.