Form 8-K

8-K — SUPERIOR GROUP OF COMPANIES, INC.

Accession: 0001437749-26-014539

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0000095574

SIC: 2300 (APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sgc20260323_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_936064.htm)

EX-99.2 — EXHIBIT 99.2 (ex_954041.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: sgc20260323_8k.htm · Sequence: 1

sgc20260323_8k.htm

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0000095574

2026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 4, 2026

Superior Group of Companies, Inc.

(Exact name of registrant as specified in its charter)

Florida

001-05869

11-1385670

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 Central Avenue, Suite 2000, St. Petersburg, Florida

(Address of principal executive offices)

33701

(Zip Code)

Registrant's telephone number including area code: (727) 397-9611

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

SGC

NASDAQ

Item 2.02 Results of Operations and Financial Condition

The following information is being furnished under Item 2.02 of Form 8-K: Press release by Superior Group of Companies, Inc. (the “Company”) announcing its results of operations for the quarter ended March 31, 2026. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.0l Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

99.1

Press Release, dated May 4, 2026

99.2

Investor Presentation, dated May 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

SUPERIOR GROUP OF COMPANIES, INC.

By:

/s/ Michael Koempel

Michael Koempel

President & Chief Financial Officer

Date: May 4, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_936064.htm · Sequence: 2

ex_936064.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

SUPERIOR GROUP OF COMPANIES REPORTS FIRST QUARTER 2026 RESULTS

– Total net sales of $140.9 million, compared to $137.1 million in prior year first quarter –

– Net income of $0.8 million, up from a net loss of ($0.8) million in prior year first quarter –

– EBITDA of $4.8 million, up from $3.5 million in prior year first quarter –

– Confirms full-year Outlook -

– Board of Directors approves $0.14 per share quarterly dividend –

ST. PETERSBURG, Fla., May 4, 2026 – Superior Group of Companies, Inc. (NASDAQ: SGC) (the “Company”), today announced its first quarter 2026 results.

“Against a still uncertain economic backdrop, our first quarter results show that we are continuing to move Superior Group of Companies in the right direction, even as there is still work to reach the level of performance we are targeting,” said Michael Benstock, Chief Executive Officer. “We are seeing the benefits of the portfolio and cost actions we’ve taken over the last several years, with healthier business mix, improved underlying profitability and stronger earnings power than a year ago, despite uneven demand across our end markets. While macro and geopolitical conditions remain difficult to predict and are weighing on customer spending in certain categories, our diversified segments, strong customer relationships and flexible supply chain position us to continue taking share where we choose to compete. Consistent with the historical cadence of our business, we expect performance to be more heavily weighted to the back half of 2026, and our balance sheet and cash generation give us the ability to keep investing in our most differentiated solutions while returning capital to shareholders through our dividend and opportunistic share repurchases in support of long-term value creation.”

First Quarter Results

For the first quarter ended March 31, 2026, net sales were $140.9 million, compared to first quarter 2025 net sales of $137.1 million. Pretax earnings of $1.1 million compared to ($0.9) million in the first quarter of 2025. Net earnings of $0.8 million or $0.06 per diluted share compared to a net loss of ($0.8) million or ($0.05) per diluted share for the first quarter of 2025.

First Quarter 2026 Dividend

The Board of Directors declared a quarterly dividend of $0.14 per share, payable May 29, 2026 to shareholders of record as of May 15, 2026.

2026 Full-Year Outlook

The Company continues to forecast full-year 2026 net sales in the range of $572 million to $585 million, up from 2025 net sales of $566.2 million, and full-year earnings per diluted share in the range of $0.54 to $0.66, up from $0.46 in 2025.

Webcast and Conference Call

The Company will host a webcast and conference call at 8:00am Eastern Time today. The live webcast and archived replay can be accessed in the investor relations section of the Company's website at https://ir.superiorgroupofcompanies.com/Presentations. Interested individuals may also join the teleconference by dialing 1-844-861-5505 for U.S. dialers and 1-412-317-6586 for International dialers. The Canadian toll-free number is 1-866-605-3852. Please ask to be joined to the Superior Group of Companies call. A telephone replay of the teleconference will be available through May 11, 2026. To access the replay, dial 1-855-669-9658 in the United States or Canada, or 1-412-317-0088 from international locations. Please reference conference number 4789430 for replay access.

Disclosure Regarding Forward Looking Statements

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “potential,” or “plan” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements in this press release may include, without limitation: (1) projections of revenue, income, and other items relating to our financial position and results of operations, including short term and long term plans for cash, (2) statements of our plans, objectives, strategies, goals and intentions, (3) statements regarding the capabilities, capacities, market position and expected development of our business operations and (4) statements of expected industry and general economic trends.

Such forward-looking statements are subject to certain risks and uncertainties that may materially adversely affect the anticipated results. Such risks and uncertainties include, but are not limited to, the following: the impact of competition; uncertainties related to tariffs, duties, trade wars and related matters, supply disruptions, inflationary environments (including with respect to shipping costs and the cost of finished goods and raw materials and shipping costs), employment levels (including labor shortages), and general economic and political conditions in the areas of the world in which the Company operates or from which it sources its supplies or the areas of the United States of America (“U.S.” or “United States”) in which the Company’s customers are located; changes in the healthcare, retail chain, food service, transportation and other industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, discover liabilities associated with such businesses during the diligence process, successfully integrate any acquired businesses, or successfully manage our expanding operations; the price and availability of raw materials; attracting and retaining senior management and key personnel; the Company's ability to maintain effective internal control over financial reporting; and other factors described in the Company’s filings with the Securities and Exchange Commission ("SEC"), including those risks described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 entitled "Risk Factors" and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements made herein and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.

About Superior Group of Companies, Inc. (SGC):

Established in 1920, Superior Group of Companies is comprised of three attractive business segments each serving large, fragmented and growing addressable markets. Across Healthcare Apparel, Branded Products and Contact Centers, each segment enables businesses to create extraordinary brand engagement experiences for their customers and employees. SGC’s commitment to service, quality, advanced technology, and omnichannel commerce provides unparalleled competitive advantages. We are committed to enhancing shareholder value by continuing to pursue a combination of organic growth and strategic acquisitions. For more information, visit www.superiorgroupofcompanies.com.

Investor Relations Contact:

Investors@Superiorgroupofcompanies.com

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except shares and per share data)

Three Months Ended March 31,

2026

2025

Net sales

140,878

137,097

Costs and expenses:

Cost of goods sold

88,544

86,656

Selling and administrative expenses

50,368

50,102

Interest expense, net

912

1,245

139,824

138,003

Income (loss) before income tax expense (benefit)

1,054

(906

)

Income tax expense (benefit)

220

(148

)

Net income (loss)

834

(758

)

Net income (loss) per share:

Basic

0.06

(0.05

)

Diluted

0.06

(0.05

)

Weighted average shares outstanding during the period:

Basic

14,629,019

15,599,655

Diluted

14,917,845

15,599,655

Cash dividends per common share

0.14

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par value data)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

23,172

23,691

Accounts receivable, net

84,917

104,336

Inventories

97,430

97,474

Contract assets

55,313

48,903

Prepaid expenses and other current assets

13,903

13,259

Total current assets

274,735

287,663

Property, plant and equipment, net

35,966

37,352

Operating lease right-of-use assets

12,157

12,620

Deferred tax asset

14,987

15,003

Intangible assets, net

46,359

47,254

Goodwill

2,583

Other assets

19,734

19,369

Total assets

406,521

421,844

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

45,159

48,343

Other current liabilities

48,324

53,041

Current portion of long-term debt

7,031

6,563

Total current liabilities

100,514

107,947

Long-term debt

80,279

87,093

Long-term pension liability

15,123

15,010

Long-term acquisition-related contingent liabilities

919

826

Long-term operating lease liabilities

7,586

7,939

Other long-term liabilities

9,349

10,211

Total liabilities

213,770

229,026

Shareholders’ equity:

Preferred stock, $.001 par value - authorized 300,000 shares (none issued)

Common stock, $.001 par value - authorized 50,000,000 shares, issued and outstanding 15,632,981 and 15,730,615 shares, respectively

Additional paid-in capital

84,857

84,628

Retained earnings

111,233

112,871

Accumulated other comprehensive loss, net of tax:

(3,355

)

(4,697

)

Total shareholders’ equity

192,751

192,818

Total liabilities and shareholders’ equity

406,521

421,844

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Three Months Ended March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

834

(758

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

2,858

3,204

Inventory write-downs

1,095

441

Credit loss expense

314

131

Share-based compensation expense

887

1,283

Change in fair value of acquisition-related contingent liabilities

287

Non-cash operating lease expense

1,019

900

Other, net

Changes in assets and liabilities:

Accounts receivable

19,415

2,607

Contract assets

(6,397

)

1,069

Inventories

(994

)

(2,191

)

Prepaid expenses and other current assets

159

749

Other assets

(391

)

113

Accounts payable and other current liabilities

(9,044

)

(9,262

)

Other long-term liabilities

(537

)

(647

)

Net cash provided by (used in) operating activities

9,357

(1,988

)

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property, plant and equipment

(568

)

(1,131

)

Net cash used in investing activities

(568

)

(1,131

)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under revolving lines of credit

10,000

19,000

Payments under revolving lines of credit

(15,000

)

(8,000

)

Payments of term loan

(1,406

)

(1,406

)

Payments of cash dividends

(2,164

)

(2,280

)

Shares withheld for taxes net of proceeds received on exercise of stock options

(288

)

Common shares repurchased and retired

(678

)

(3,777

)

Net cash (used in) provided by financing activities

(9,536

)

3,624

Effect of currency exchange rates on cash

228

486

Net decreases in cash and cash equivalents

(519

)

991

Cash and cash equivalents balance, beginning of period

23,691

18,766

Cash and cash equivalents balance, end of period

23,172

19,757

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Three Months Ended March 31,

2026

2025

Net income (loss)

834

(758

)

Interest expense, net

912

1,245

Income tax expense (benefit)

220

(148

)

Depreciation and amortization

2,858

3,204

EBITDA(1)

4,824

3,543

EBITDA margin(1)

3.4

2.6

(1) EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, net, income tax expense and depreciation and amortization expense. EBITDA margin is defined as EBITDA divided by net sales. The Company believes EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt), (ii) tax consequences and (iii) asset base (depreciation and amortization). The Company uses EBITDA internally to monitor operating results and to evaluate the performance of its business. In addition, the compensation committee has used EBITDA in evaluating certain components of executive compensation, including performance-based annual incentive programs. EBITDA is not a measure of financial performance under GAAP. EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate EBITDA are significant components in understanding and assessing the Company’s results of operations. The Company’s EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner.

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION - REPORTABLE SEGMENTS

(Unaudited)

(In thousands)

Branded Products

Healthcare Apparel

Contact Centers

Intersegment Eliminations

Other

Total

For the Three Months Ended March 31, 2026:

Net sales

90,869

28,601

22,253

(845

)

140,878

Cost of goods sold

59,882

18,420

10,639

(397

)

88,544

Gross margin

30,987

10,181

11,614

(448

)

52,334

Selling and administrative expenses

24,746

10,778

9,563

(448

)

5,729

50,368

Depreciation and amortization

1,374

823

588

2,858

Segment EBITDA(1)

7,615

226

2,639

(5,656

)

4,824

Branded Products

Healthcare Apparel

Contact Centers

Intersegment Eliminations

Other

Total

For the Three Months Ended March 31, 2025:

Net sales

86,474

27,263

24,225

(865

)

137,097

Cost of goods sold

58,787

17,130

11,244

(505

)

86,656

Gross margin

27,687

10,133

12,981

(360

)

50,441

Selling and administrative expenses

23,420

9,526

10,921

(360

)

6,595

50,102

Depreciation and amortization

1,480

912

722

3,204

Segment EBITDA(1)

5,747

1,519

2,782

(6,505

)

3,543

(1) Segment EBITDA is our primary measure of segment profitability under U.S. GAAP ASC 280 “Segment Reporting”. Amounts included in income before income tax expense and excluded from Segment EBITDA include: interest expense, net and depreciation and amortization expense. Total EBITDA is a non-GAAP financial measure. Please see reconciliation of Total EBITDA included in the Non-GAAP Financial Measures table above.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex_954041.htm · Sequence: 3

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Exhibit 99.2

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v3.26.1

Document And Entity Information

May 04, 2026

Document Information [Line Items]

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Entity, Tax Identification Number

11-1385670

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200 Central Avenue, Suite 2000

Entity, Address, City or Town

St. Petersburg

Entity, Address, State or Province

Entity, Address, Postal Zip Code

33701

City Area Code

727

Local Phone Number

397-9611

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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dei_EntityIncorporationStateCountryCode

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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Namespace Prefix:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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