SPAR Group (SGRP) investor relations material

Executive summary

• Special Meeting scheduled for July 6, 2026, to consider a reverse stock split and potential adjournment if more votes are needed.

• The reverse stock split aims to consolidate every five shares into one, maintaining the same percentage ownership for shareholders.

• The Board recommends approval of both proposals to maintain Nasdaq listing and provide flexibility for future corporate actions.

• Forward-looking statements highlight risks, including Nasdaq compliance, market volatility, and potential delisting.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a one-for-five reverse stock split, effective any time before July 6, 2027.

• Proposal 2 requests authority to adjourn the meeting to solicit more proxies if needed.

• Both proposals are considered routine and can be voted on by brokers without specific instructions.

• No other shareholder proposals or director nominations will be considered at the meeting.

Board of directors and corporate governance

• The Board has discretion to implement or abandon the reverse stock split based on market and compliance factors.

• Directors and officers are expected to attend the virtual meeting and respond to shareholder communications.

• Procedures for submitting proposals or nominations for the 2027 Annual Meeting are detailed, with strict deadlines and requirements.