Private Placement (Form 8-K)

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On January 16, 2026, Sparta Commercial Services, Inc. (the "Company") granted its CEO, Anthony L Havens and Vice President of Operations, Sandra L Ahman, five year options to purchase an aggregate of 3,600,000 shares of the Company's common stock at $0.14 per share. The options vest in three equal tranches over three years.

On January 16, 2026, the Company granted to each of its two independent Directors five year options to purchase 350,000 shares of the Company's common stock at $0.14 per share. The options vest in three equal tranches over three years. These options represent compensation for past service on the board.

On January 16, 2026, five year non-qualified stock options in an aggregate of 260,000 shares of the Company's common stock at $0.14 per share were issued by the Company to employees. The options vest in three equal tranches over three years.

The stock options granted pursuant to the Stock Option Agreements have five year terms, vest in three equal tranches over three years, and have an exercise price of $0.14 which was 110% of the closing price of the Company's common stock for the thirty consecutive trading days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof. All recipients had adequate access, through their relationships with the Company, to information about the Company.

The foregoing disclosure of the Stock Option Agreements set forth in this Section 3.02 does not purport to be complete and is qualified in its entirety by reference to the Stock Option Agreements, which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 of this Current Report and incorporated by reference herein.