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  4. [8-K] SUPERIOR GROUP OF COMPANIES, INC. Reports Material Event

Superior Group of Companies (NASDAQ: SGC) extends $200M credit facilities to 2031

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Superior Group of Companies entered into an Amended and Restated Credit Agreement with PNC Bank and a syndicate of lenders providing senior secured credit facilities consisting of a $125 million revolving credit facility and a $75 million term loan, plus the ability to request up to an additional $75 million of incremental capacity. The facilities bear interest at SOFR plus 1.125%–2.125%, include a quarterly commitment fee of 0.125%–0.250% on unused revolver commitments, and have a five-year term. Covenants require a minimum fixed charge coverage ratio of 1.25:1.0 and a maximum net leverage ratio of 4.0:1.0, with the facilities secured by substantially all operating assets and guaranteed by domestic subsidiaries. Proceeds were used in part to refinance approximately $85.25 million outstanding under the prior PNC credit agreement, which was terminated without penalty, extending the company’s debt maturity to August 2031.

Positive

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Negative

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Filing Explained

On August 7, 2026, the company terminated the Original PNC Credit Agreement and repaid its approximately $29.0 million revolving balance and $56.25 million term-loan balance in full, without a termination penalty.

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 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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, and exhibit attachments filed with this report.
Revolving credit facility $125 million Maximum principal amount under the amended senior secured facilities
Term loan facility $75 million Aggregate principal amount under the amended senior secured facilities
Incremental capacity $75 million Additional revolving or term loan capacity subject to lender commitments
Interest margin SOFR + 1.125% to 2.125% Variable rate based on consolidated total net leverage ratio
Commitment fee 0.125% to 0.250% Quarterly fee on unused portion of the $125 million revolver
Fixed charge coverage covenant 1.25 to 1.0 Minimum fixed charge coverage ratio required under the agreement
Net leverage covenant 4.0 to 1.0 Maximum consolidated total net leverage ratio permitted
Prior debt repaid approximately $85.25 million Combined outstanding revolver and term loans under the Original PNC Credit Agreement
Amended and Restated Credit Agreement financial
"entered into an Amended and Restated Credit Agreement among the Company, the guarantors and the Lenders"
An amended and restated credit agreement is a company’s original loan contract that has been updated and replaced by a single new document incorporating all changes. Think of it like refinancing and rewriting a mortgage so new payment schedules, interest rates, borrowing limits, or borrower obligations are combined into one clear contract. Investors care because those new terms change a company’s cash flow, borrowing flexibility and default risk, which can affect creditworthiness and share value.
revolving credit facility financial
"senior secured credit facilities consisting of a revolving credit facility in the aggregate maximum principal amount"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
term loan financial
"a revolving credit facility in the aggregate maximum principal amount of $125 million and a term loan"
A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.
secured overnight financing rate financial
"The A&R Credit Facilities will accrue interest at a variable rate equal to the secured overnight financing rate"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
fixed charge coverage ratio financial
"requires the Company to comply with a fixed charge coverage ratio of at least 1.25 to 1.0"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
net leverage ratio financial
"and a net leverage ratio not to exceed 4.0 to 1.0"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

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

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FAQ

What new credit facilities did Superior Group of Companies (SGC) secure on August 7, 2026?
Superior Group of Companies secured $200 million in senior secured credit facilities, consisting of a $125 million revolving credit facility and a $75 million term loan. The company also retained the ability to request up to $75 million of additional incremental capacity.

How did the new credit agreement affect SGC’s existing PNC debt?
The new agreement refinanced SGC’s prior PNC facilities, repaying in full approximately $29.0 million of revolver borrowings and approximately $56.25 million of term loans. The prior credit agreement was terminated with no termination penalties incurred by the company.

What are the key financial covenants in SGC’s amended credit facilities?
The facilities require SGC to maintain a fixed charge coverage ratio of at least 1.25:1.0 and a net leverage ratio not exceeding 4.0:1.0. These covenants apply for the term of the five-year senior secured credit facilities.

What interest and fee terms apply to SGC’s new revolving credit facility?
Borrowings accrue interest at a variable rate of SOFR plus 1.125% to 2.125%, depending on SGC’s net leverage. The company also pays a quarterly commitment fee of 0.125% to 0.250% on the unused portion of the $125 million revolving credit facility.

How did the amended facilities change SGC’s debt maturity profile?
The amended and restated facilities have a five-year term, extending SGC’s debt maturity from August 2027 under the prior agreement to August 2031. This longer runway supports the company’s stated capital allocation and growth strategies.

What collateral and guarantees support SGC’s new credit facilities (SGC)?
The senior secured credit facilities are secured by substantially all operating assets of Superior Group of Companies. Additionally, the company’s obligations are guaranteed by all domestic subsidiaries, enhancing lender security under the Amended and Restated Credit Agreement.
false 0000095574 0000095574 2026-08-07 2026-08-07
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)          August 7, 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 August 7, 2026, Superior Group of Companies, Inc., a Florida corporation (the “Company”), entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) among the Company, the domestic subsidiaries of the Company, as guarantors, the lenders party thereto (the “Lenders”), and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), pursuant to which the Lenders are providing the Company senior secured credit facilities consisting of a revolving credit facility in the aggregate maximum principal amount of $125 million and a term loan in the aggregate principal amount of $75 million (collectively, the “A&R Credit Facilities”), and the ability to request incremental revolving credit or term loan facilities in an aggregate amount of up to an additional $75 million, subject to obtaining additional lender commitments and satisfying certain other conditions. The A&R Credit Facilities will accrue interest at a variable rate equal to the secured overnight financing rate (“SOFR”) plus a margin of between 1.125% and 2.125% (depending on the Company’s consolidated total net leverage ratio). During the term of the revolving credit facility, the Company will pay, on a quarterly basis, a commitment fee on the unused portion of the revolving credit facility equal to between 0.125% and 0.250% (depending on the Company’s consolidated total net leverage ratio). At closing, the Company paid the Administrative Agent and the Lenders certain upfront fees and agreed to pay the Administrative Agent an annual administrative fee. The A&R Credit Facilities have a term of five years.
 
The A&R Credit Agreement contains customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, restricted payments (including dividends and related distributions), liquidations, mergers, consolidations or acquisitions, affiliate transactions and sales of assets or subsidiaries. The A&R Credit Agreement also requires the Company to comply with a fixed charge coverage ratio of at least 1.25 to 1.0 and a net leverage ratio not to exceed 4.0 to 1.0. The A&R Credit Facilities are secured by substantially all of the operating assets of the Company as collateral, and the Company’s obligations under the A&R Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the A&R Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the A&R Credit Agreement.
 
The proceeds of the A&R Credit Facilities were used in part to refinance the Company’s existing indebtedness with PNC Bank, National Association and the other lenders under the Credit Agreement dated as of August 23, 2022 between the Company and PNC Bank and that agreement’s lenders (the “Original PNC Credit Agreement”).
 
The foregoing descriptions of the A&R Credit Agreement and the A&R Credit Facilities are qualified by reference to the full text of the A&R Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The A&R Credit Agreement has been included to provide investors with information regarding its terms. The representations, warranties and covenants contained in the A&R Credit Agreement were made only for purposes of the A&R Credit Agreement and as of specific dates, were solely for the benefit of the parties to the A&R Credit Agreement, are subject to limitations agreed upon by the parties thereto, and should not be relied upon by investors.
 
 
Item 1.02         Termination of a Material Definitive Agreement.
 
On August 7, 2026, in connection with entering into the A&R Credit Agreement as disclosed in Item 1.01, the Company terminated the Original PNC Credit Agreement, and the indebtedness thereunder (consisting of a revolving line of credit in a maximum principal amount of $125 million (approximately $29.0 million outstanding balance) plus term loans with an aggregate outstanding balance of approximately $56.25 million as of such date) was repaid in full. The Company did not incur any termination penalties in connection with the early termination of the Original PNC Credit Agreement.
 
A description of the material terms and conditions of the Original PNC Credit Agreement is incorporated herein by reference to Item 1.01 of the Company’s Current Report on Form 8-K filed on August 24, 2022.
 
 
Item 2.03         Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
As described in Item 1.01, on August 7, 2026, the Company and its domestic subsidiaries entered into the A&R Credit Agreement with the Lenders and the Administrative Agent.
 
 
The material terms and conditions of the A&R Credit Facilities disclosed in Item 1.01 are incorporated herein by reference.
 
 
Item 7.01         Regulation FD Disclosure.
 
On August 11, 2026, the Company issued a press release announcing the A&R Credit Facilities, 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:
 
10.1            A&R Credit Agreement, dated as of August 7, 2026, among Superior Group of Companies, Inc., the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as administrative agent for the Lenders. 
99.1            Press Release, dated August 11, 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 and Chief Financial Officer
 
 
Date: August 11, 2026
 

Exhibit 99.1

 

sgc01.jpg

 

Superior Group of Companies Amends and Extends $200 Million Senior Secured Credit Facilities

 

 

●

Refinancing extends maturity to 2031 and maintains $75 million of incremental additional capacity

 

ST. PETERSBURG, Fla., August 11, 2026 — Superior Group of Companies, Inc. (NASDAQ: SGC) (the “Company”), today announced that it has entered into an Amended and Restated Credit Agreement with PNC Bank, National Association, as administrative agent, and a syndicate of lenders.

 

The amended and restated facilities consist of a $125 million revolving credit facility and a $75 million term loan, unchanged in size from the prior agreement and the Company retains the ability to request up to an additional $75 million of incremental capacity. The facilities have a five-year term, extending the Company’s debt maturity from August 2027 to August 2031.

 

“With $200 million of committed capacity and a five-year runway, we have the flexibility to support our capital allocation strategy and pursue disciplined growth across our segments,” said Michael Koempel, President and Chief Financial Officer. “We appreciate the confidence from our banking partners by extending these facilities with terms that are supportive of our growth initiatives.”

 

Additional information regarding the Amended and Restated Credit Agreement is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2026, and the full text of the agreement is filed as an exhibit thereto.

 

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 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.

 

Contacts:

Investor Relations

investors@superiorgroupofcompanies.com

 

Source: View Original Filing on SEC EDGAR

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