SGC (SGC) CEO Benstock reports tax withholding of 23,469 restricted shares

Rhea-AI Filing Summary

Superior Group of Companies CEO Michael Benstock reported a tax-related share withholding on February 3, 2026. The issuer withheld 23,469 shares of common stock at $9.98 per share to cover withholding taxes tied to the vesting of a restricted stock award.

After this transaction, Benstock directly owned 590,637 common shares, some of which were granted as restricted stock and remain subject to forfeiture, including 73,571 shares as of this filing. The filing also lists 397,006 shares held in an irrevocable trust, for which he disclaims beneficial ownership, and 22,000 shares held by his spouse.

Insider Trade Summary

Net Seller: 23,469 shares

Net Sell 3 txns

Insider BENSTOCK MICHAEL

Role CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	23,469	$9.98	$234K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 590,637 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 (2)

1. F1. Shares withheld by the issuer to cover applicable withholding taxes related to the vesting of a restricted stock award.
2. F2. Certain of these shares were granted under restricted stock awards and are subject to forfeiture. Of such shares, 73,571 continue to be subject to forfeiture as of the date of this filing.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/05/2026 - 01:58 PM Learn about SEC filing dates

FAQ

What insider transaction did SGC CEO Michael Benstock report on February 3, 2026?

Michael Benstock reported issuer withholding of 23,469 SGC common shares at $9.98 per share. These shares were withheld to satisfy tax obligations from a restricted stock award vesting, rather than being sold in an open-market transaction.

How many Superior Group of Companies (SGC) shares does CEO Michael Benstock hold directly?

Following the February 3, 2026 transaction, Michael Benstock directly held 590,637 SGC common shares. Certain shares in this direct position were granted as restricted stock and remain subject to potential forfeiture based on vesting conditions.

What portion of Michael Benstock’s SGC shares remain subject to forfeiture?

Out of Michael Benstock’s directly held SGC shares, 73,571 were still subject to forfeiture as of this filing date. These shares come from restricted stock awards that carry ongoing vesting or service-based conditions before they become fully owned.

How many Superior Group of Companies shares are held in an irrevocable trust related to Michael Benstock?

The filing reports 397,006 SGC common shares held in an irrevocable trust associated with Michael Benstock. He disclaims beneficial ownership of these shares, meaning he does not claim the economic benefits or control typically associated with direct ownership.

How many Superior Group of Companies (SGC) shares are attributed to Michael Benstock’s spouse?

The Form 4 notes 22,000 SGC common shares held by Michael Benstock’s spouse. These are reported as indirect holdings, reflecting a family relationship, and are separate from his directly owned and trust-related share positions.

Was Michael Benstock’s February 3, 2026 SGC transaction an open-market sale?

No, the February 3, 2026 transaction was not an open-market sale. Shares were withheld by Superior Group of Companies to cover tax withholding obligations triggered by the vesting of a restricted stock award granted to Michael Benstock.

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 FL 33701

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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

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

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

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	02/03/2026		F		23,469(1)	D	$9.98	590,637(2)	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. Shares withheld by the issuer to cover applicable withholding taxes related to the vesting of a restricted stock award.

2. Certain of these shares were granted under restricted stock awards and are subject to forfeiture. Of such shares, 73,571 continue to be subject to forfeiture as of the date of this filing.

	/s/ Melinda Barreiro	02/05/2026
	** 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.