Superior Group (NASDAQ: SGC) adopts 10b5-1 plan for share repurchases

Rhea-AI Filing Summary

Superior Group of Companies, Inc. entered into a Rule 10b5-1 trading plan to repurchase up to a specified number of shares of its outstanding common stock. This plan operates under a share repurchase program previously authorized by the Board of Directors and announced on March 11, 2025. The plan permits repurchases from September 20, 2025 until the repurchase limit is reached or certain other events occur as described in the plan.

Repurchases will be carried out by an independent broker and are subject to price, market, volume and timing constraints set in the plan. The company states that the information about the plan is furnished under Regulation FD and is not deemed filed or incorporated by reference into other securities law filings unless specifically referenced.

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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) September 19, 2025

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 7.01    Regulation FD Disclosure

On September 19, 2025, Superior Group of Companies, Inc. (the “Company”) entered into a 10b5-1 trading plan (the “Plan”) for the purpose of repurchasing up to a specified number of shares of the Company’s outstanding common stock (the “Repurchase Limit”) in accordance with the share repurchase program previously authorized by the Company’s Board of Directors, which was announced by the Company on March 11, 2025. The Plan is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The Plan allows the Company to repurchase shares up to the Repurchase Limit commencing September 20, 2025 and ending on the earlier of the date on which the Repurchase Limit is reached or other events specified in the Plan. Repurchases of common stock under the Plan will be administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plan.

The information furnished pursuant to Item 7.01 of this Form 8-K 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 under that section and shall not be deemed to be incorporated by reference into any filing of the Company 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.

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 and Chief Financial Officer

Date: September 19, 2025

FAQ

What did Superior Group of Companies (SGC) disclose in this 8-K?

Superior Group of Companies, Inc. disclosed that it entered into a Rule 10b5-1 trading plan to repurchase up to a specified number of shares of its outstanding common stock under a previously authorized share repurchase program.

How does the new 10b5-1 trading plan for SGC share repurchases work?

The plan allows Superior Group of Companies to repurchase shares of its common stock up to a repurchase limit through an independent broker, subject to price, market, volume and timing constraints specified in the plan.

When will Superior Group of Companies begin repurchasing shares under the plan?

The company may begin repurchasing shares under the Rule 10b5-1 plan on September 20, 2025 and may continue until the repurchase limit is reached or other events specified in the plan occur.

Is the SGC share repurchase plan part of an existing authorization?

Yes. The Rule 10b5-1 trading plan operates under a share repurchase program previously authorized by the Board of Directors, which was announced on March 11, 2025.

How are SGC’s share repurchases administered under this plan?

Repurchases of Superior Group of Companies common stock under the plan will be administered through an independent broker and are subject to price, market, volume and timing constraints set out in the plan.

Is the information about SGC’s 10b5-1 plan considered filed with the SEC?

The company states that the information furnished under Item 7.01 is not deemed filed for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically referenced.