SGC (NASDAQ: SGC) CEO Michael Benstock discloses 92,548-share charitable gift in Form 4/A

Rhea-AI Filing Summary

SUPERIOR GROUP OF COMPANIES, INC. CEO Michael Benstock filed an amended insider report updating a prior share transfer. The amended Form 4 now shows a bona fide gift of 92,548 shares of common stock to a donor advised philanthropy fund, with no payment of consideration received.

Following the gift, Benstock directly holds 618,089 common shares, some of which were granted under restricted stock awards, with 193,571 shares still subject to forfeiture as of the filing date. He also reports indirect holdings of 22,000 shares through his spouse and 397,006 shares held in an irrevocable trust for which he disclaims beneficial ownership.

Insights

Insider trading analyst

Amended filing reports a large charitable gift with no market sale.

CEO Michael Benstock updated his prior disclosure to show a gift of 92,548 shares of SUPERIOR GROUP OF COMPANIES common stock to a donor advised philanthropy fund. The transaction is reported as a bona fide gift, with no consideration paid to him.

After the transfer, he still directly holds 618,089 shares, and an additional 22,000 shares are held by his spouse and 397,006 shares are in an irrevocable trust where he disclaims beneficial ownership. Because this is a non-cash charitable disposition rather than an open-market sale or purchase, it is generally viewed as a routine personal planning event.

Insider Trade Summary

Net Seller: 92,548 shares

Net Sell 3 txns

Insider BENSTOCK MICHAEL

Role CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	92,548	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 618,089 shares (Direct); Common Stock — 397,006 shares (Indirect, Held in an Irrevocable Trust of which the reporting person disclaims beneficial ownership); Common Stock — 22,000 shares (Indirect, Spouse)

Footnotes (3)

1. F1. This Form 4A is being filed to amend the number of shares reported in the transfer to the Donor Advised Philanthropy Fund from 59,132 to 92,548.
2. F2. The reported transaction involves a transfer of 92,548 shares of common stock as a bona fide gift to a donor advised philanthropy fund, for which no payment of consideration was received by the reporting person.
3. F3. Certain of these shares were granted under restricted stock awards and are subject to forfeiture. Of such shares, 193,571 continue to be subject to forfeiture as of the date of this filing.

Key Figures

Gifted shares: 92,548 shares Direct holdings after transaction: 618,089 shares Spouse indirect holdings: 22,000 shares +2 more

5 metrics

Gifted shares 92,548 shares Bona fide gift to donor advised philanthropy fund

Direct holdings after transaction 618,089 shares Common stock held directly after gift

Spouse indirect holdings 22,000 shares Common stock held indirectly through spouse

Irrevocable trust holdings 397,006 shares Common stock in irrevocable trust; beneficial ownership disclaimed

Shares subject to forfeiture 193,571 shares Restricted stock awards subject to forfeiture as of filing date

Key Terms

bona fide gift, donor advised philanthropy fund, restricted stock awards, subject to forfeiture, +1 more

5 terms

bona fide gift financial

"The reported transaction involves a transfer of 92,548 shares of common stock as a bona fide gift to a donor advised philanthropy fund"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

donor advised philanthropy fund financial

"transfer of 92,548 shares of common stock as a bona fide gift to a donor advised philanthropy fund"

restricted stock awards financial

"Certain of these shares were granted under restricted stock awards and are subject to forfeiture"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

subject to forfeiture financial

"Of such shares, 193,571 continue to be subject to forfeiture as of the date of this filing"

disclaims beneficial ownership financial

"Held in an Irrevocable Trust of which the reporting person disclaims beneficial ownership"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:04 PM Accepted by SEC EDGAR 06/23/2026 - 04:04 PM Learn about SEC filing dates

FAQ

What insider transaction did SGC CEO Michael Benstock report on this Form 4/A?

Michael Benstock reported a revised transfer of 92,548 shares of Superior Group of Companies common stock as a bona fide gift. The shares were donated to a donor advised philanthropy fund, and he received no payment or consideration in return for this transfer.

Why was this Form 4/A for Superior Group of Companies (SGC) filed as an amendment?

The Form 4/A was filed to correct the number of shares previously reported as transferred to the donor advised philanthropy fund. The filing updates the amount from 59,132 shares to 92,548 shares, providing an accurate record of the charitable gift transaction.

How many SGC shares does Michael Benstock hold after the reported gift transaction?

After the 92,548-share gift, Michael Benstock directly holds 618,089 shares of Superior Group of Companies common stock. In addition, 22,000 shares are held indirectly through his spouse, and 397,006 shares are held in an irrevocable trust where he disclaims beneficial ownership.

Was cash received for the 92,548 SGC shares transferred by Michael Benstock?

No cash or other consideration was received for the 92,548 shares. The filing states the transfer was a bona fide gift to a donor advised philanthropy fund, meaning it was a charitable donation rather than a sale or other compensated transaction.

Are any of Michael Benstock’s remaining SGC shares subject to forfeiture?

Yes. The filing notes that certain remaining shares were granted under restricted stock awards and are subject to forfeiture. Specifically, 193,571 of these shares continue to be subject to forfeiture as of the date of the amended Form 4 filing.

How are indirect SGC share holdings reported for Michael Benstock on this Form 4/A?

Indirect holdings include 22,000 shares held by his spouse and 397,006 shares held in an irrevocable trust. The filing specifies that he disclaims beneficial ownership of the trust shares, clarifying his economic and control relationship to those indirectly held shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BENSTOCK MICHAEL

(Last) (First) (Middle)

SUPERIOR GROUP OF COMPANIES, INC.

200 CENTRAL AVENUE, SUITE 2000

(Street)

ST. PETERSBURG FLORIDA 33701

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SUPERIOR GROUP OF COMPANIES, INC. [ SGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/22/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2026		G(2)		92,548(1)	D	$0	618,089(3)	D
Common Stock								397,006	I	Held in an Irrevocable Trust of which the reporting person disclaims beneficial ownership
Common Stock								22,000	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4A is being filed to amend the number of shares reported in the transfer to the Donor Advised Philanthropy Fund from 59,132 to 92,548.

2. The reported transaction involves a transfer of 92,548 shares of common stock as a bona fide gift to a donor advised philanthropy fund, for which no payment of consideration was received by the reporting person.

3. Certain of these shares were granted under restricted stock awards and are subject to forfeiture. Of such shares, 193,571 continue to be subject to forfeiture as of the date of this filing.

Remarks:

This Form 4A is being filed to amend the number of shares reported in the transfer to the Donor Advised Philanthropy Fund from 59,132 to 92,548.

	/s/ Melinda Barreiro	06/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)