Superior Group (SGC) adopts automated share repurchase plan under Rule 10b5-1

Rhea-AI Filing Summary

Superior Group of Companies, Inc. (NASDAQ: SGC) has filed a Form 8-K disclosing that, on 19 June 2025, it entered into a Rule 10b5-1 trading plan ("the Plan") to repurchase shares of its common stock under the buyback program previously approved on 11 March 2025. The Plan authorises an independent broker to repurchase shares beginning 20 June 2025 and continuing until either the unspecified Repurchase Limit is reached or other termination conditions detailed in the Plan occur.

The arrangement is structured to comply with Exchange Act Rule 10b5-1(c), meaning transactions will proceed automatically within preset price, volume, market and timing parameters, thereby insulating the company and insiders from accusations of trading on material non-public information. Because the disclosure was furnished under Item 7.01 (Regulation FD), it is not deemed "filed" for liability purposes and will not be automatically incorporated into other SEC filings.

No dollar amount or share count for the Repurchase Limit was provided, and the 8-K contains no additional financial metrics or guidance. Nevertheless, the filing signals management’s intent to return capital to shareholders in a controlled and compliant manner.

Positive

• Implementation of a Rule 10b5-1 share repurchase plan beginning 20 June 2025 demonstrates commitment to returning capital to shareholders.
• Use of an independent broker and preset trading parameters minimizes insider-trading risk and supports strong compliance standards.

Negative

• The filing does not disclose the Repurchase Limit, preventing investors from quantifying the program’s potential impact on share count and cash resources.

Insights

Financial Analyst

TL;DR: Structured Rule 10b5-1 buyback points to management confidence; lack of disclosed size limits near-term valuation insight.

The initiation of an automatic share repurchase program under Rule 10b5-1 is generally viewed as shareholder-friendly. It allows SGC to deploy excess liquidity opportunistically while avoiding blackout-period constraints. Because an independent broker executes trades, market impact and insider-trading risk are reduced. However, the company did not reveal the exact Repurchase Limit, leaving investors unable to model EPS accretion or cash-flow implications. Absent magnitude data, the announcement’s positive sentiment outweighs—but does not eliminate—valuation uncertainty.

Corporate Governance Expert

TL;DR: Plan strengthens compliance posture; incomplete disclosure curtails transparency, hence neutral governance impact.

Rule 10b5-1 plans are best practice for mitigating insider-trading allegations, especially during sensitive strategic periods. Outsourcing execution to an independent broker further distances insiders from trade-timing decisions, enhancing corporate governance. Nonetheless, omitting the repurchase cap and termination triggers inhibits stakeholder ability to assess oversight effectiveness and capital-management discipline. The governance benefit is therefore moderated.

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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) June 20, 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 June 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 June 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
		Chief Financial Officer

Date: June 20, 2025

FAQ

What did Superior Group of Companies (SGC) announce in its June 20 2025 8-K?

SGC adopted a Rule 10b5-1 trading plan to repurchase shares of its common stock under its previously authorised buyback program.

When will SGC’s share repurchase activity begin?

The trading plan authorises repurchases starting 20 June 2025.

Is the size of SGC’s share repurchase plan disclosed?

No. The 8-K references a Repurchase Limit but does not specify the number of shares or dollar amount.

Why did SGC use a Rule 10b5-1 plan?

Rule 10b5-1 allows preset, automatic trades, reducing insider-trading risk and enabling repurchases during blackout periods.

Will the 8-K information be incorporated into other SEC filings?

No. Because it was furnished under Item 7.01, it is not deemed “filed” and will not be automatically incorporated elsewhere.