SPAR Group, Inc. — Director's Dealing 2023

May 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPAR Group, Inc. (SGRP)
CIK: 0001004989
Period of Report: 2023-05-15

Reporting Person: Matacunas Mike R. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-15	Common Stock, $.01 par value	M	56563	—	Acquired	71956	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-15	Restricted Stock Units, Based on Common Stock $.01 par value	$0	A	89286	Disposed		Common Stock, $.01 par value (89286)	Direct
2023-05-15	Restricted Stock Units, Based on Common Stock $.01 par value	$0	A		Acquired		Common Stock, $.01 par value ()	Direct

Footnotes

F1: As previously reported, on February 22, 2021, the Reporting Person received an inducement award approved by the Board of Directors of SPAR Group, Inc. (the "Issuer") for Restricted Stock Units (RSUs) for $100,000 of shares of the Issuer's Common Stock, issuable on May 15 of each year he remains employed by the Issuer (the "Continuing Award"), which commenced in 2022.

F2: As previously reported, on May 15, 2022, under the Continuing Award (see footnote (1), above), the Reporting Person automatically received from the Issuer RSUs (the "2022 RSUs") for 89,286 shares of the Issuer's Common Stock based on the market price of $1.12 per share on May 13, 2022 (the last trading day preceding the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the 2022 RSUs were scheduled on May 15, 2023, to automatically vest and convert and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares was required (other than applicable tax withholdings).

F3: On May 15, 2023, under the Continuing Award (see footnotes (1) and (2), above), the 2022 RSUs automatically vested and converted and became payable either, at the option of the Issuer, in cash or in 89,286 shares of the Issuer's Common Stock issued directly from the Issuer. On May 15, 2023, the Issuer elected to issue Common Stock in a letter to the Reporting Person, giving rise to the Reporting Person's right to receive such Common Stock but no exercise price or other payment for such shares was required (other than applicable tax withholdings). Although the Reporting Person was entitled to receive 89,286 shares of the Issuer's Common Stock upon such vesting, the Reporting Person elected to satisfy his tax withholding obligations by using a portion of those shares, and accordingly only 56,563 shares of the Issuer's Common Stock were issued to the Reporting Person under the vested 2022 RSUs.

F4: On May 15, 2023, under the Continuing Award (see footnote (1), above), the Reporting Person automatically received from the Issuer RSUs (the "2023 RSUs") for 98,039 shares of the Issuer's Common Stock based on the market price of $1.02 per share on May 12, 2023 (the last trading day preceding the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the 2023 RSUs are scheduled on May 15, 2024, to automatically vest and convert and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares is required (other than applicable tax withholdings).

F5: Not applicable.