Robert G. Brown, SPAR Business Services, Inc., and Innovative Global Technologies, LLC jointly filed Amendment No. 13 to their Schedule 13D on October 27, 2026, disclosing a May 1, 2026 Settlement Agreement and CIC Side Agreement with SPAR Group, Inc. that grants Brown the right to designate up to two members of the company's Board of Directors.

Key Highlights

  • Aggregate beneficial ownership: The three reporting persons collectively hold 5,316,903 nonduplicative shares of SPAR Group common stock, representing approximately 18.72% of the outstanding class as of October 27, 2026.
  • Board designation right: Under the CIC Side Agreement dated May 1, 2026, SPAR Group agreed that Brown may designate up to two individuals to serve on the issuer's Board of Directors and replace such designees by written notice.
  • CIC Agreement extended: The CIC Side Agreement provides for treatment of the January 28, 2022 Change of Control, Voting and Restricted Stock Agreement as continuing through January 28, 2028, with modifications specified in that side letter.
  • Individual holdings breakdown: Brown personally holds 1,778,709 shares with sole voting and dispositive power; SPAR Business Services, Inc. holds 538,194 shares; and Innovative Global Technologies, LLC holds 3,000,000 shares.
  • Shares outstanding basis: The percentage calculations use 28,398,560 shares outstanding as of August 6, 2026, as reported in SPAR Group's quarterly report filed August 13, 2026.
  • Jean Brown excluded: Jean Brown's 45,000 shares and the SP/R, Inc. Defined Benefit Pension Trust holdings are excluded from the aggregate; Brown disclaimed beneficial ownership of both positions.

Settlement Agreement Reshapes Brown's Role at SPAR Group

According to the filing, on May 1, 2026, SPAR Group, Inc. - a Delaware corporation with principal executive offices at 110 East Boulevard, Suite 1600, Charlotte, North Carolina 28203 - along with Brown and SPAR Business Services, Inc. entered into a Settlement Agreement and Release and a separate CIC-Related Side Letter. The CIC Side Agreement is described in the filing as a separate agreement among its signatories only, and "is not a formal amendment binding nonsignatories to the CIC Agreement." The filing notes that the CIC Side Agreement is incorporated by reference in Item 7 of the amended Schedule 13D, which was originally filed on July 19, 1999, and has now been amended 13 times.

The filing describes Brown's business roles in connection with SPAR Group's operations. According to the filing, Brown's principal occupation is President of SPAR InfoTech, Inc. He is also identified as the sole director and 100% owner of SBS, described as a Nevada corporation providing business services. Brown is further identified as the Managing Director of Innovative Global Technologies, LLC, a Nevada limited liability company that the filing describes as engaged in artificial-intelligence software development. The filing states that Brown holds authority to vote and direct disposition of IGT's common stock but holds no equity interest in IGT.

Amendment No. 13 also corrects reporting-person classification information and supplies an executed Joint Filing Agreement as Exhibit 99.1. The filing notes that Amendment No. 11, filed August 12, 2024, had included Jean Brown's and the pension trust's holdings in its aggregate figure despite prior disclaimers, and that Amendment No. 12 excluded those holdings based on the absence of Brown's voting or dispositive authority over them. The reporting persons stated they have no current plan or proposal of the types enumerated in Item 4(a) through (j) of Schedule 13D beyond the contractual board-designation rights described above.

What Was Disclosed

Amendment No. 13 to this Schedule 13D, filed October 27, 2026, discloses a May 1, 2026 settlement and side agreement granting Brown board designation rights at SPAR Group, reports 5,316,903 shares or approximately 18.72% beneficial ownership, and corrects prior classification and aggregation errors from earlier amendments.