Superior Group acquires Select VoiceCom call centers

SGC funded the transaction with borrowings under its syndicated credit facility; any earn-out depends on revenue over two years.

Available on EDGAR 11/02/2026 - 08:01 AM EST Accepted by SEC EDGAR 11/02/2026 - 08:01 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Superior Group of Companies, Inc. (SGC), through its Contact Centers segment The Office Gurus (TOG), purchased all issued and outstanding capital stock of SVCPH, Inc. and substantially all assets of EBUS, Inc. on October 28, 2026. The Target Group operates a call center and business process outsourcing business, with delivery centers in Cebu City and Davao.

The purchase price included approximately $26.9 million in cash, subject to adjustments for working capital, seller expenses and indebtedness, and a potential maximum earn-out payment of approximately $6.4 million tied to revenue over the two-year period after the Effective Date. SGC funded the transaction with borrowings under its syndicated credit facility led by PNC Bank, National Association. A portion of the cash consideration was placed in escrow for potential indemnification claims and post-closing expenses. The transfer of SVCPH shares remains subject to customary post-closing requirements under Philippine law.

Filing Explained

TOG assumed certain EBUS liabilities, while seller indemnity is generally capped at $6.4 million, subject to thresholds and specified exceptions.

In the completed October 28 acquisition, TOG acquired the SVCPH shares and substantially all EBUS assets, and assumed certain EBUS liabilities.

For specified cases, sellers’ breach and indemnification obligations apply only above certain liability thresholds and for specified periods; they are generally capped at $6.4 million, with no cap for certain matters including fraud and breaches of fundamental representations, and are secured in part by escrow.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash purchase price: Approximately $26.9 million Potential maximum earn-out: Approximately $6.4 million Earn-out period: Two years +2 more

5 metrics

Cash purchase price Approximately $26.9 million Subject to adjustments for working capital, seller expenses and indebtedness

Potential maximum earn-out Approximately $6.4 million Tied to revenue

Earn-out period Two years Following the Effective Date

Indemnification cap $6.4 million Generally, subject to specified exceptions

Delivery centers 2 sites Cebu City and Davao

Key Terms

earn-out, indemnification escrow, syndicated credit facility, business process outsourcing

4 terms

earn-out financial

"potential maximum earn-out payment of approximately $6.4 million"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

indemnification escrow financial

"secured, in part, by the indemnification escrow"

A sum of money held by a neutral third party after a deal to cover potential claims for losses, breaches of representations, or unpaid liabilities tied to the transaction. Think of it like a security deposit kept in escrow that the buyer can draw on if problems arise; the funds are released or returned according to the contract’s rules. Investors care because the size and terms affect how much protection and recoverable value exist if post-deal claims occur.

syndicated credit facility financial

"borrowings under its syndicated credit facility"

A syndicated credit facility is a large loan provided to a company by multiple lenders working together, rather than just one. It’s like a group of friends pooling their money to lend to someone, making it easier and safer for everyone involved. This arrangement helps companies access bigger amounts of money quickly when they need it.

business process outsourcing technical

"business process outsourcing provider"

Business process outsourcing is when a company hires an outside firm to perform routine operational tasks—such as payroll, customer support, IT operations, or back-office administration—so the company can focus on its core products or services. Investors care because outsourcing often lowers costs, improves scalability and flexibility, and shifts operational risks; changes in a company’s outsourcing strategy can therefore affect profit margins, growth prospects and regulatory or service-quality risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the purchase price for SGC’s Select VoiceCom acquisition?

The purchase price consisted of approximately $26.9 million in cash, subject to adjustments for working capital, seller expenses and indebtedness, plus a potential maximum earn-out payment of approximately $6.4 million tied to revenue.

How did SGC fund the Select VoiceCom acquisition?

Superior Group of Companies funded the transaction with borrowings under its syndicated credit facility led by PNC Bank, National Association.

Are any post-closing requirements pending for SGC’s acquisition?

The transfer of the SVCPH shares remains subject to certain customary post-closing requirements under Philippine law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000095574 0000095574 2026-10-28 2026-10-28

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)          October 28, 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))

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

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. ☐ 

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2026 (the “Effective Date”), two subsidiaries within the Contact Centers segment (collectively, “TOG”) of Superior Group of Companies, Inc. (the “Company”) entered into an Asset and Share Purchase Agreement (the “Purchase Agreement”) with EBUS, Inc., a Delaware corporation (“EBUS”), SVCPH, Inc., a Philippine corporation (“SVCPH” and collectively with EBUS, the “Target Group”), and the Target Group’s shareholders and a sellers’ representative. The Target Group operates a call center and business process outsourcing provider and owns all of the assets used in the operation of such business.

Pursuant to the Purchase Agreement, on the Effective Date, TOG purchased from the Target Group’s shareholders all of the issued and outstanding capital stock of SVCPH (the “SVCPH Shares”) and substantially all of the assets of EBUS (collectively, the “Transaction”). The purchase price for the Transaction consisted of the following, in each case subject to adjustment as set forth in the Purchase Agreement: (a) approximately $26.9 million in cash (including adjustments for working capital, seller’s expenses and indebtedness), of which a portion was placed in escrow to cover potential indemnification claims and post-closing expenses, and (b) a potential maximum earn-out payment of approximately $6.4 million. Any earn-out is tied to revenue and would be payable over the two-year period following the Effective Date. As part of the Transaction, TOG assumed certain liabilities of EBUS.

The Transaction was funded by the Company with borrowings under its syndicated credit facility led by PNC Bank, National Association.

The Purchase Agreement contains representations, warranties, covenants and indemnification provisions negotiated by the parties, which are believed to be customary for transactions of this type. The obligations of the Target Group’s shareholders arising from breaches of representations or warranties, and their indemnification obligations, in specified cases only apply with respect to liabilities in excess of certain thresholds, are generally subject to an indemnification cap of $6.4 million (subject to no cap for certain matters, including fraud and breaches of fundamental representations) and are only effective for specified periods of time. The indemnification obligations of the Target Group’s shareholders are secured, in part, by the indemnification escrow.

The transfer of the SVCPH Shares remains subject to certain customary post-closing requirements under Philippine law.

The foregoing summary of the Purchase Agreement and the matters contemplated thereby, including the Transaction, is qualified in its entirety by reference to the full text of the Purchase Agreement, which is expected to be filed as an exhibit to the Company’s annual report on Form 10-K for the year ending December 31, 2026. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, are subject to limitations agreed upon by the parties thereto, should not be treated as characterizations of the actual state of facts or conditions of the Company, TOG or Target Group, and should not be relied upon by investors.

Item 7.01 Regulation FD Disclosure.

On November 2, 2026, the Company issued a press release announcing the Purchase Agreement and Transaction, which is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release, dated November 2, 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 thereunto duly authorized.

	SUPERIOR GROUP OF COMPANIES, INC.
	By:	/s/ Michael Koempel
		Michael Koempel
		President and Chief Financial Officer

Date: November 2, 2026

Exhibit 99.1

The Office Gurus Announces Acquisition of Select VoiceCom, 

Expanding Global Delivery Capabilities in the Philippines

Strategic acquisition adds two Philippines sites and deep BPO expertise across

healthcare, financial services, legal services, e-commerce and other verticals

ST. PETERSBURG, Fla. — November 2, 2026 — The Office Gurus (TOG), the Contact Centers segment of Superior Group of Companies, Inc. (NASDAQ: SGC), today announced the acquisition of Select VoiceCom (SVC), a Philippines-based business process outsourcing (BPO) provider with delivery centers in Cebu City and Davao.

The acquisition establishes TOG’s direct operating presence in the Philippines, expands its global delivery footprint, and advances its Experience Process Outsourcing (EPO) strategy.

“Select VoiceCom has built a terrific business over 18 years, with a talented team, strong client relationships and a people-first culture that aligns with our own,” said Dominic Leide, President of The Office Gurus. “SVC gives us an outstanding foundation in the Philippines and new ways to create value for our clients worldwide. We are excited to welcome SVC into the Guru family.”

SVC’s founding leaders, Mark Shapiro and Trevor Michael, will remain involved to support continuity for clients and employees. Its operations leadership will continue to oversee the Cebu City and Davao sites within TOG’s global operations structure. The combined organization will benefit from TOG’s EPO approach and GuruSuite iX AI-enabled technology ecosystem to enhance agent performance, quality assurance, training, analytics and customer interaction automation.

“Joining The Office Gurus allows us to build upon the culture, relationships and local leadership that made SVC successful, supported by TOG’s global reach, technology and resources,” said Mark Shapiro, Co-Founder of Select VoiceCom. “We are excited about what this means for our people and clients.”

Cross Keys Capital served as exclusive financial advisor and Hill Ward Henderson and Quisumbing Torres (member firm of Baker & McKenzie International) served as legal counsel to SGC and TOG in connection with the transaction.

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 include statements regarding the Company’s capital allocation strategy and growth. 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 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 June 30, 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 The Office Gurus

The Office Gurus is a global provider of customer experience and business process outsourcing solutions, combining engaged people, operational expertise and AI-enabled technology to help organizations improve customer experience and business performance.

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 (operating as The Office Gurus (TOG)), 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.

Contact:

Investor Relations

Investors@superiorgroupofcompanies.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 10.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB