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Red Flags Detected

  • Material Weakness (new) — Two material weaknesses in internal controls caused financial statement errors in revenue, expenses, and international transaction accounting.
  • Auditor Change (new) — Company dismissed BDO USA and engaged Grant Thornton LLP as new independent auditor for fiscal 2026.
NASDAQ: SGRP SPAR Group, Inc. 8-K

SPAR Group dismisses auditor BDO USA, notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again in financial controls

Filed April 13, 2026 · Period ending April 7, 2026 · ~1 min read

5 key changes 3 high relevance 2 red flags 2 sections

Key Changes

  • high

    Company dismissed BDO USA as auditor and hired Grant Thornton LLP for fiscal 2026, following Audit Committee review of accounting firm relationships.

  • high

    Management failed to maintain effective controls over financial close process, causing errors in revenue, expenses, accruals, and prepaid accounts at year-end 2024.

    Item 4.01 - Material Weakness #1 verify on EDGAR →
  • high

    Inadequate controls over non-recurring transactions led to errors in accounting for international subsidiary deconsolidation and sale during 2024.

    Item 4.01 - Material Weakness #2 verify on EDGAR →
  • medium

    No disagreements with departing auditor BDO on accounting principles or audit procedures during 2024-2025 fiscal years or interim period through April 2026.

  • low

    Company had no prior consulting relationship with new auditor Grant Thornton on accounting matters before engagement for fiscal 2026.

Summary

SPAR Group replaced its auditor BDO USA with Grant Thornton LLP for fiscal 2026, a change that coincides with previously disclosed material weaknesses in the company's internal financial controls. The control failures resulted in errors across multiple financial statement areas including revenue, expenses, accruals, and the accounting treatment of international subsidiary transactions during 2024.

While the company states there were no disagreements with BDO, the combination of control weaknesses and auditor change raises questions about the reliability of past financial reporting. Retail investors should understand that material weaknesses mean the company's systems for producing accurate financial statements were inadequate.

The errors affected core financial metrics and complex transactions like subsidiary sales. The auditor change itself isn't necessarily negative—companies rotate auditors for various reasons—but the timing alongside control issues warrants scrutiny. Watch for the company's next 10-Q filing to see whether management has remediated these control weaknesses and whether Grant Thornton identifies any additional issues during their first audit cycle. Any restatements of prior period financials would be a significant negative signal.

Section-by-Section Diff

Event · Item 4.01 — Changes in Registrant's Certifying Accountant

~2,100 words

SPAR Group dismissed BDO USA as auditor and engaged Grant Thornton LLP for fiscal 2026, disclosing prior material weaknesses in internal controls.

4 Added
Added Auditor dismissal high

Added in current filing · verify on EDGAR →

On April 6, 2026, SGRP’s Audit Committee and Board approved the dismissal of BDO USA, P.C. ("BDO") as the Company’s independent registered accounting firm. The Company notified BDO on April 7, 2026.

SPAR Group dismissed BDO USA as its independent auditor effective April 7, 2026. The dismissal followed discussion and analysis by the Audit Committee, Board, and Management regarding changing the company's principal independent registered accountants for 2026. BDO had audited the company's 2024 and 2025 fiscal years without issuing adverse opinions or disclaimers.

Added New auditor engagement high

Added in current filing · verify on EDGAR →

On April 6, 2026, SGRP’s Audit Committee and Board, approved the engagement of Grant Thornton LLP ("Grant Thornton") as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

SPAR Group engaged Grant Thornton LLP as its new independent auditor for fiscal year 2026. The company had not previously consulted with Grant Thornton on accounting principles, audit opinions, or any matters that were subject to disagreement during 2024-2025 or the interim period prior to engagement.

Added Material weaknesses in internal controls high

Added in current filing · verify on EDGAR →

the material weaknesses in the Company’s internal control over financial reporting as of December 31, 2024, as previously disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on July 17, 2025, related to (i) 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); and (ii) 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).

The company disclosed two material weaknesses in internal controls as of December 31, 2024. The first involved ineffective controls over the financial close process, causing errors in revenue, expenses, accruals, and prepaid accounts. The second involved inadequate controls over non-recurring transactions related to deconsolidation and sale of international components, resulting in calculation and presentation errors. These weaknesses were previously disclosed in the 2024 Form 10-K filed July 17, 2025.

Added No disagreements with departing auditor medium

Added in current filing · verify on EDGAR →

During the Company’s two most recent fiscal years and the subsequent interim period through April 7, 2026, there were no (i) disagreements as defined in Item 304(a) (1) (iv) of Regulation S-K under the Exchange Act of 1934, as amended (the "Exchange Act") and the related instruction thereto, between the Company and BDO on any matter of accounting principles or practice, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the subject matter of the disagreements in connection with their reports or (ii) reportable events (as defined in Item 304(a) (1) (v) of Regulation S-K under the Exchange Act), except for the material weaknesses in the Company’s internal control over financial reporting as of December 31, 2024

The company confirmed no disagreements with BDO on accounting principles, financial disclosures, or audit procedures during the two most recent fiscal years through April 7, 2026. The only reportable event was the previously disclosed material weaknesses in internal controls as of December 31, 2024.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

SPAR Group disclosed a change in certifying accountant, with BDO USA, P.C. providing a letter to the SEC regarding the change.

1 Added
Added Auditor change high

Added in current filing · verify on EDGAR →

Letter from BDO USA, P.C. to the SEC RE: change in certifying accountant.

SPAR Group filed an 8-K disclosing a change in its certifying accountant. BDO USA, P.C. submitted a letter to the SEC regarding this change. Auditor changes can signal various issues including disagreements over accounting practices, scope limitations, or simply routine rotation, and warrant investor attention to understand the circumstances.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify