ReposiTrak, Inc. Announces \$4 Million Strategic Loan Agreement with SPAR Marketing Force, Inc. and SPAR Group, Inc.

Key Points:

• On March 16, 2026, PC Group, Inc., a subsidiary of ReposiTrak, Inc. (“the Company”), entered into and funded a Senior Unsecured Promissory Note with SPAR Marketing Force, Inc. (“Borrower”), part of a broader strategic commercial relationship.
• The loan facility totals \$4,000,000, to be disbursed in two tranches:
  • An initial advance of \$3,000,000
  • An additional \$1,000,000 available beginning July 17, 2026
• SPAR Group, Inc., the parent of the Borrower, has provided an irrevocable and unconditional guaranty for the Borrower’s obligations under the Note.
• As part of the deal, SPAR Group, Inc. will issue 1,000,000 shares of unrestricted common stock to PC Group at a deemed value of \$0.80 per share, to be delivered within 30 days of executing the Note.
• The Note includes anti-dilution and price protection provisions relating to the equity consideration:
  • If SPAR Group issues equity below \$0.80 per share within 36 months after the Effective Date, additional shares must be issued to PC Group to maintain economic value.
  • On each anniversary and on maturity, if the trading value of the shares is below \$0.80, SPAR Group must issue additional shares to ensure PC Group holds shares worth at least \$800,000.
  • Any credit SPAR Group receives against the loan is capped at \$0.80 per share, even if PC Group liquidates shares during the Note’s term.
• The Note contains customary default provisions, including:
  • Failure to make payments
  • Bankruptcy or insolvency
  • Breach of material covenants or representations
  • Failure to deliver the agreed equity consideration
• Upon default, interest rises to 12% per annum and PC Group can accelerate all amounts due.
• Borrower may prepay the Note at any time without penalty. Lender has no early call rights prior to maturity.
• SPAR Group, Inc. must provide PC Group with copies of all SEC filings and promptly notify of any default, material litigation, or significant corporate events (e.g., merger, acquisition, change of control).

Shareholder Considerations & Potential Price Sensitivity:

• This agreement is a strategic commercial relationship that may impact both ReposiTrak and SPAR Group’s future operations and financial position.
• The issuance of 1,000,000 shares (with price protection and anti-dilution features) could affect SPAR Group’s share float and potentially its stock price, especially if additional shares are issued as a result of future equity offerings below \$0.80/share or if the share price remains below the threshold.
• Investors should note the risk of dilution for SPAR Group shareholders if further shares are issued to maintain the minimum value for PC Group.
• The loan is unsecured, and its guarantee by SPAR Group, Inc. exposes the parent company to potential liabilities if the Borrower defaults.
• The default provisions, including an increased interest rate and acceleration, could have adverse effects on the Borrower’s and Guarantor’s financial health if triggered.
• ReposiTrak, Inc. may benefit from the strategic relationship, enhanced by the equity stake and loan interest, but faces counterparty risk if SPAR Group/Marketing Force faces financial distress.

Other Details:

• This transaction was disclosed as part of a Current Report on Form 8-K and includes an exhibit containing the full Note.
• Forward-looking statements are included in the filing, cautioning that actual results may differ due to risks and uncertainties. Investors are advised to review the Company’s most recent filings for more information.
• ReposiTrak, Inc. is listed under the symbol TRAK on the New York Stock Exchange.

Disclaimer: This article is based on official SEC filings and represents information as of the date of the report. It contains forward-looking statements subject to risks and uncertainties. Investors are urged to review official filings and consult their financial advisors before making investment decisions. This article is for informational purposes only and does not constitute investment advice.

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