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Equibles

10-Q

Superior Group Of Companies, Inc. (SGC)

10-Q 2026-05-04 For: 2026-03-31
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Added on May 04, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to __________
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Commission file number: 001-05869
Exact name of registrant as specified in its charter:
SUPERIOR GROUP OF COMPANIES, INC.
State or other jurisdiction of incorporation or organization: I.R.S. Employer Identification No.:
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Florida 11-1385670
Address of principal executive offices:
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200 Central Avenue, Suite 2000
St. Petersburg, Florida 33701
Registrant’s telephone number, including area code:
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727-397-9611
Former name, former address and former fiscal year, if changed since last report:
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
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Common Stock $0.001 par value per share SGC NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐ Accelerated filer  ☒
Non-accelerated filer    ☐ Smaller Reporting Company  ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

The number of shares of common stock of the registrant outstanding as of April 30, 2026 was 15,634,049 shares.

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TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
Item 4. Controls and Procedures 27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 28
Item 1A. Risk Factors 28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
Item 3. Defaults Upon Senior Securities 29
Item 4. Mine Safety Disclosures 29
Item 5. Other Information 29
Item 6. Exhibits 30
SIGNATURES 31

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Page
Financial Statements
Consolidated Statements of Comprehensive Income (Unaudited) 4
Consolidated Balance Sheets (Unaudited) 5
Consolidated Statements of Shareholders’ Equity (Unaudited) 6
Consolidated Statements of Cash Flows (Unaudited) 7
Condensed Notes to the Consolidated Financial Statements (Unaudited)
Note 1 - Description of Business and Basis of Presentation 8
Note 2 - Operating Segment Information 10
Note 3 - Net Sales 12
Note 4 - Net Income Per Share 13
Note 5 - Long-Term Debt 14
Note 6 - Contingencies and Geographic Supply Considerations 15
Note 7 - Inventories 15
Note 8 - Income Taxes 16
Note 9 - Other Information 17

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PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except shares and per share data)
Three Months Ended March 31,
--- --- --- --- --- ---
2026 2025
Net sales $ 140,878 $ 137,097
Costs and expenses:
Cost of goods sold 88,544 86,656
Selling and administrative expenses 50,368 50,102
Interest expense, net 912 1,245
139,824 138,003
Income (loss) before income tax expense (benefit) 1,054 (906 )
Income tax expense (benefit) 220 (148 )
Net income (loss) $ 834 $ (758 )
Net income (loss) per share:
Basic $ 0.06 $ (0.05 )
Diluted $ 0.06 $ (0.05 )
Weighted average shares outstanding during the period:
Basic 14,629,019 15,599,655
Diluted 14,917,845 15,599,655
Other comprehensive income, net of tax:
Defined benefit pension plans $ 49 $ 7
Foreign currency translation adjustment 1,293 1,011
Other comprehensive income 1,342 1,018
Comprehensive income $ 2,176 $ 260
Cash dividends per common share $ 0.14 $ 0.14

See accompanying Condensed Notes to the Consolidated Financial Statements.

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par value data)
December 31,
--- --- --- --- --- ---
2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents 23,172 $ 23,691
Accounts receivable, net 84,917 104,336
Inventories 97,430 97,474
Contract assets 55,313 48,903
Prepaid expenses and other current assets 13,903 13,259
Total current assets 274,735 287,663
Property, plant and equipment, net 35,966 37,352
Operating lease right-of-use assets 12,157 12,620
Deferred tax asset 14,987 15,003
Intangible assets, net 46,359 47,254
Goodwill 2,583 2,583
Other assets 19,734 19,369
Total assets 406,521 $ 421,844
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable 45,159 $ 48,343
Other current liabilities 48,324 53,041
Current portion of long-term debt 7,031 6,563
Total current liabilities 100,514 107,947
Long-term debt 80,279 87,093
Long-term pension liability 15,123 15,010
Long-term acquisition-related contingent liabilities 919 826
Long-term operating lease liabilities 7,586 7,939
Other long-term liabilities 9,349 10,211
Total liabilities 213,770 229,026
Commitments and contingencies (Note 6)
Shareholders’ equity:
Preferred stock, .001 par value - authorized 300,000 shares (none issued) - -
Common stock, .001 par value - authorized 50,000,000 shares, issued and outstanding 15,632,981 and 15,730,615 shares, respectively 16 16
Additional paid-in capital 84,857 84,628
Retained earnings 111,233 112,871
Accumulated other comprehensive loss, net of tax: (3,355 ) (4,697 )
Total shareholders’ equity 192,751 192,818
Total liabilities and shareholders’ equity 406,521 $ 421,844

All values are in US Dollars.

See accompanying Condensed Notes to the Consolidated Financial Statements.

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
THREE MONTHS ENDED March 31, 2026 AND 2025
(Unaudited)
(In thousands, except shares and per share data)
Accumulated
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Other
Additional Comprehensive Total
Common Paid-In Retained Income (Loss), Shareholders’
Stock Capital Earnings net of tax Equity
Balance, January 1, 2025 16,484,921 $ 16 $ 84,060 $ 120,139 $ (5,359 ) $ 198,856
Issuance of common stock under stock incentive plans and related tax effect 53,752 - 87 - - 87
Common shares repurchased and retired (294,432 ) (1 ) (1,500 ) (2,276 ) - (3,777 )
Share-based compensation expense - - 1,283 - - 1,283
Cash dividends declared (0.14 per share) - - - (2,280 ) - (2,280 )
Comprehensive income (loss):
Net loss - - - (758 ) - (758 )
Pensions, net of taxes of 2 - - - - 7 7
Change in currency translation adjustment, net of taxes of 0 - - - - 1,011 1,011
Balance, March 31, 2025 16,244,241 $ 15 $ 83,930 $ 114,825 $ (4,341 ) $ 194,429
Balance, January 1, 2026 15,730,615 $ 16 $ 84,628 $ 112,871 $ (4,697 ) $ 192,818
Issuance of common stock under stock incentive plans and related tax effect 437 - (288 ) - - (288 )
Common shares repurchased and retired (98,071 ) - (370 ) (308 ) - (678 )
Share-based compensation expense - - 887 - - 887
Cash dividends declared (0.14 per share) - - - (2,164 ) - (2,164 )
Comprehensive income:
Net income - - - 834 - 834
Pensions, net of taxes of 16 - - - - 49 49
Change in currency translation adjustment, net of taxes of 0 - - - - 1,293 1,293
Balance, March 31, 2026 15,632,981 $ 16 $ 84,857 $ 111,233 $ (3,355 ) $ 192,751

All values are in US Dollars.

See accompanying Condensed Notes to the Consolidated Financial Statements.

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SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended March 31,
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2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 834 $ (758 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 2,858 3,204
Inventory write-downs 1,095 441
Credit loss expense 314 131
Share-based compensation expense 887 1,283
Change in fair value of acquisition-related contingent liabilities 93 287
Non-cash operating lease expense 1,019 900
Other, net 46 86
Changes in assets and liabilities:
Accounts receivable 19,415 2,607
Contract assets (6,397 ) 1,069
Inventories (994 ) (2,191 )
Prepaid expenses and other current assets 159 749
Other assets (391 ) 113
Accounts payable and other current liabilities (9,044 ) (9,262 )
Other long-term liabilities (537 ) (647 )
Net cash provided by (used in) operating activities 9,357 (1,988 )
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (568 ) (1,131 )
Net cash used in investing activities (568 ) (1,131 )
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under revolving lines of credit 10,000 19,000
Payments under revolving lines of credit (15,000 ) (8,000 )
Payments of term loan (1,406 ) (1,406 )
Payments of cash dividends (2,164 ) (2,280 )
Shares withheld for taxes net of proceeds received on exercise of stock options (288 ) 87
Common shares repurchased and retired (678 ) (3,777 )
Net cash (used in) provided by financing activities (9,536 ) 3,624
Effect of currency exchange rates on cash 228 486
Net decreases in cash and cash equivalents (519 ) 991
Cash and cash equivalents balance, beginning of period 23,691 18,766
Cash and cash equivalents balance, end of period $ 23,172 $ 19,757
See accompanying Condensed Notes to the Consolidated Financial Statements.
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Superior Group of Companies , Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements (Unaudited)

NOTE 1 – Description of Business and Basis of Presentation :

Description of business

Superior Group of Companies, Inc. (together with its subsidiaries, “the Company,” “Superior,” “we,” “our,” or “us”) was organized in 1920 and was incorporated in 1922 as a New York company under the name Superior Surgical Mfg. Co., Inc. In 1998, the Company changed its name to Superior Uniform Group, Inc. and redomiciled to Florida. Effective on May 3, 2018, Superior Uniform Group, Inc. changed its name to Superior Group of Companies, Inc.

Superior’s Branded Products segment, primarily through its signature marketing brands BAMKO® and HPI®, produces and sells customized merchandising solutions, promotional products and branded uniform programs. Branded products are manufactured through third parties or in Superior’s own facilities, and are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices or operations in the United States, Canada and Brazil, with support services in China and India.

Superior’s Healthcare Apparel segment, primarily through its portfolio of brands Wink®, Fashion Seal Healthcare®, its trade name CID Resources and our license of Carhartt Medical, manufactures (through third parties or in its own facilities) and sells a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors, retailers and consumers primarily in the United States.

Superior’s Contact Centers segment, through multiple The Office Gurus® entities, including subsidiaries in El Salvador, Belize, Dominican Republic, the United States and in Jamaica until its closure on June 15, 2025, provides outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

Basis of presentation

The accompanying unaudited consolidated financial statements of Superior included herein have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Intercompany items have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and filed with the SEC. Management believes that the information furnished includes all adjustments of a normal recurring nature that are necessary to fairly present our consolidated financial position, results of operations and cash flows for the periods indicated. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year.

The Company refers to the consolidated financial statements collectively as “financial statements,” and individually as “statements of comprehensive income,” “balance sheets,” “statements of shareholders’ equity,” and “statements of cash flows” herein.

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Reclassifications

The accompanying financial statements for the prior year period contain certain reclassifications. Reclassifications impact items within our statements of cash flows. These reclassifications did not have an effect on the Company’s consolidated results of operations, financial position or cash flows for the quarter ended March 31, 2026.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets". The FASB issued ASU 2025-05 to simplify the application of the current expected credit loss (CECL) model to short-term receivables and contract assets under ASC 606. The amendments introduce a practical expedient (available to all entities) that allows companies to assume current conditions as of the balance sheet date remain unchanged for the life of the asset, removing the need to incorporate complex macroeconomic forecasts for short-term assets. The scope includes current accounts receivable and contract assets arising from Topic 606, including those acquired in business combinations. The amendments are effective for annual periods beginning after December 15, 2025 (interim periods included), with prospective application and early adoption permitted. We adopted the amendments of ASU 2025-05 on January 1, 2026. The adoption of this guidance did not affect the Company’s consolidated results of operations, financial position or cash flows.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The ASU requires the disclosure of additional information about specific categories of costs and expenses in the notes to the consolidated financial statements. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU will likely result in additional disclosures. We are currently evaluating the provisions of this ASU.

In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." This ASU removes all references to prescriptive and sequential software development stages (referred to as "project stages") and instead requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. Additional updates include changes to accounting for website development costs and certain disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. This ASU permits an entity to apply the new guidance using either a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently assessing the impact that adopting this ASU may have on its consolidated financial statements.

In December 2025,the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either on a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements.

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NOTE 2 – **** Operating Segment Information :

The Company manages and reports the following segments:

Branded Products segment: Primarily through our signature marketing brands BAMKO® and HPI®, we produce and sell customized merchandising solutions, promotional products and branded uniform programs. Branded products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. The segment currently has sales offices in the United States and Brazil, with support services in China and India.

Healthcare Apparel segment: Primarily through our portfolio of brands Wink®, Fashion Seal Healthcare®, its trade name CID Resources and our license of Carhartt Medical, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient apparel. This segment sells its products to healthcare laundries, dealers, distributors and retailers primarily in the United States.

Contact Centers: Through multiple The Office Gurus® entities, including our subsidiaries in El Salvador, Belize, Dominican Republic and the United States and in Jamaica until its closure on June 15, 2025, we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers.

Intersegment eliminations include the elimination of revenues and costs from services provided by the Contact Centers segment to the Company’s two other segments. Such costs are recognized as selling and administrative expenses in the Branded Products and Healthcare Apparel segments. Income and expenses related to corporate functions that are not specifically attributable to an individual reportable segment are presented within Other in the table below.

The chief operating decision maker, who is the Company’s Chief Executive Officer, evaluates the performance of our segments. Segment EBITDA is the profitability metric reported to the Company’s CODM for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Segment EBITDA is calculated as net sales less cost of goods sold and selling and administrative expenses, and depreciation and amortization. Segment information for total assets is not presented as this information is not used by the Company’s CODM in measuring segment performance or allocating resources between segments.

The following tables set forth financial information related to the Company’s operating segments (in thousands):

Branded Products Healthcare Apparel Contact Centers Intersegment Eliminations Other Total
For the Three Months Ended March 31, 2026:
Net sales $ 90,869 $ 28,601 $ 22,253 $ (845 ) $ - $ 140,878
Cost of goods sold 59,882 18,420 10,639 (397 ) - 88,544
Gross margin 30,987 10,181 11,614 (448 ) - 52,334
Selling and administrative expenses 24,746 10,778 9,563 (448 ) 5,729 50,368
Depreciation and amortization 1,374 823 588 - 73 2,858
Segment EBITDA $ 7,615 $ 226 $ 2,639 $ - $ (5,656 ) $ 4,824
Branded Products Healthcare Apparel Contact Centers Intersegment Eliminations Other Total
For the Three Months Ended March 31, 2025:
Net sales $ 86,474 $ 27,263 $ 24,225 $ (865 ) $ - $ 137,097
Cost of goods sold 58,787 17,130 11,244 (505 ) - 86,656
Gross margin 27,687 10,133 12,981 (360 ) - 50,441
Selling and administrative expenses 23,420 9,526 10,921 (360 ) 6,595 50,102
Depreciation and amortization 1,480 912 722 - 90 3,204
Segment EBITDA $ 5,747 $ 1,519 $ 2,782 $ - $ (6,505 ) $ 3,543

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The following table reconciles income before income tax expense to Segment EBITDA (in thousands):

Three Months Ended March 31,
2026 2025
Income (loss) before income tax expense $ 1,054 $ (906 )
Interest expense 912 1,245
Depreciation and amortization 2,858 3,204
Segment EBITDA $ 4,824 $ 3,543

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NOTE 3 – Net Sales:

The Company generates revenue by producing and manufacturing (through third parties or in its own facilities) and selling a wide range of promotional products and branded uniforms through its Branded Products segment and healthcare apparel and accessories through its Healthcare Apparel segment. It also generates revenue by providing outsourced, nearshore and onshore business process outsourcing, contact and call-center support services to North American customers in our Contact Centers segment. The following table provides our revenue from contracts with customers:

Three Months Ended March 31,
2026 2025
Branded Products(1) $ 90,869 $ 86,474
Healthcare Apparel 28,601 27,263
Contact Centers 21,408 23,360
Total $ 140,878 $ 137,097

(1) Sales under bill-and-hold arrangements totaled $9.8 million and $7.9 million, for the three months ended March 31, 2026 and 2025, respectively.

Contract Assets and Contract Liabilities

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers (in thousands):

March 31, December 31,
2026 2025
Accounts receivable $ 84,917 $ 104,336
Current contract assets 55,313 48,903
Current contract liabilities 3,908 10,678

Contract assets relate to goods produced without an alternative use for which the Company has an enforceable right to payment but which has not yet been invoiced to the customer. Contract liabilities relate to payments received in advance of the Company completing its performance under a contract. Contract liabilities are included in other current liabilities in our balance sheets. During the three months ended March 31, 2026, $9.8 million of revenue was recognized from the contract liabilities balance as of December 31, 2025.

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NOTE 4 – Net Income Per Share:

The Company’s basic net income per share is computed based on the weighted average number of shares of common stock outstanding for the period. Diluted net income per share includes the effect of the Company’s outstanding stock options, stock appreciation rights, nonvested shares of restricted stock and nonvested performance shares, if the inclusion of these items is dilutive.

The following table presents a reconciliation of basic and diluted net income per share for the periods presented:

Three Months Ended March 31,
2026 2025
Net income (loss) used in the computation of basic and diluted net income (loss) per share (in thousands) $ 834 $ (758 )
Weighted average shares outstanding - basic 14,629,019 15,599,655
Dilutive common stock equivalents 288,826 -
Weighted average shares outstanding - diluted 14,917,845 15,599,655
Net income (loss) per share:
Basic $ 0.06 $ (0.05 )
Diluted $ 0.06 $ (0.05 )

Diluted weighted average shares outstanding excludes shares of common stock of 445,786 for the three months ended March 31, 2025, as their inclusion would have been antidilutive given the Company's net loss.

Awards to purchase 576,363 and 304,392 shares of common stock with weighted average exercise prices of $15.93 and $21.23 per share, respectively, were outstanding during the three months ended March 31, 2026 and 2025, respectively, but were not included in the computation of diluted net income per share because the awards’ exercise prices were greater than the average market price of the common shares.

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NOTE 5 – Long-Term Debt:

Debt consisted of the following (in thousands):

March 31, December 31,
2026 2025
Credit Facilities:
Revolving credit facility due August 2027 $ 30,000 $ 35,000
Term loan due August 2027 57,656 59,063
Less: unamortized debt issuance costs (346 ) (407 )
Total Debt $ 87,310 $ 93,656
Less:
Current portion of long-term debt 7,031 6,563
Long-term debt less current maturities $ 80,279 $ 87,093

On August 23, 2022, the Company entered into a Credit Agreement (the “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 maturing in August 2027 consisting of a revolving credit facility in the aggregate maximum principal amount of $125.0 million and a term loan in the original aggregate principal amount of $75.0 million (collectively, the “Credit Facilities”), and the ability to request incremental revolving credit or term loan facilities in an aggregate amount of up to an additional $75.0 million, subject to obtaining additional lender commitments and satisfying certain other conditions.

Obligations outstanding under the Credit Facilities accrue interest at a variable rate equal to the secured overnight financing rate ("SOFR") plus an adjustment between 0.10% and 0.25% (depending on the applicable interest period) plus a margin between 1.0% and 2.0% (depending on the Company’s net leverage ratio). The weighted average interest rate on our outstanding borrowings under the Credit Facilities was 4.9% as of  March 31, 2026. During the term of the revolving credit facility, the Company will pay 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 net leverage ratio). The available balance under the revolving credit facility is reduced by outstanding letters of credit. As of March 31, 2026, there were no outstanding letters of credit under the revolving credit facility.

Contractual principal payments for the term loan, which does not contain pre-payment penalties, are as follows: remainder of 2026 - $5.2 million and 2027 - $52.5 million.

The Credit Facilities are secured by substantially all of the operating assets of the Company, and the Company’s obligations under the Credit Facilities are guaranteed by all of its domestic subsidiaries. The Company’s obligations under the Credit Facilities are subject to acceleration upon the occurrence of an event of default as defined in the Credit Agreement. The 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 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 Company’s net leverage ratio (as defined in the Credit Agreement) is generally calculated as the ratio of (a) indebtedness minus unrestricted cash to (b) consolidated EBITDA for the four most recently ended fiscal quarters. As of March 31, 2026, the Company was in compliance with these ratios.

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NOTE 6 – Contingencies and Geographic Supply Concentrations:

Contingencies

The purchase price to acquire substantially all of the assets of 3Point in December 2024included contingent consideration based on varying levels of the acquired company’s EBITDA in each measurement period through December 2027. The estimated fair value of the acquired company's acquisition-related contingent consideration payable as of March 31, 2026 was $0.9 million. The total payments related to this contingent consideration payable is capped at $0.9 million per year and $2.6 million over the three-year measurement period.

The Company is involved in various legal actions and claims arising from the normal course of business. The ultimate outcome of these matters is not expected to have a material impact on the Company’s results of operations, cash flows, or financial position.

Geographic Concentrations in the Available Supply of Materials and Product

The principal fabrics used in the manufacture of finished apparel goods for Superior’s Branded Products and Healthcare Apparel segments are cotton, polyester, spandex, cotton-synthetic and poly-synthetic blends. The majority of such fabrics are sourced, directly or indirectly, from China.

The Company does not have a concentration of suppliers of finished apparel in any single country or region of the world, however, it does contract to manufacture or source the majority of its apparel in the following countries: Haiti, China, Madagascar, Vietnam, Pakistan, Bangladesh, and the United States. Additionally, we generally source or manufacture apparel in parts of the world that may be affected by economic uncertainty, oil price shocks, political unrest, labor disputes, health emergencies, natural disasters or the imposition of duties, tariffs or other import regulations by the United States.

The Branded Products segment also relies on the supply of other types of finished products including hard goods such as drinkware and injection molded plastics along with raw materials that are principally sourced from China, either directly or indirectly.

The geography from which we source materials and products is affected by duties and tariffs. During 2025, the U.S. government imposed higher tariffs and/or new tariffs which impacted certain sources of the Company’s materials and production. Additionally, the U.S.'s trade agreements and/or preferences with certain countries in Africa, through the African Growth and Opportunity Act (AGOA), and with Haiti, through the Haitian Hemispheric Opportunity through Partnership Encouragement Act (HOPE) and the Haiti Economic Lift Program of 2010 (HELP), expired on September 30, 2025. In February 2026, these agreements were retroactively extended until December 2026 and the process to receive the refund of duties paid in the interim period between expiration and grant of retroactivity commenced during the first quarter of 2026. The Company recorded a consolidated duties receivable within other current assets for $2.3 million through a reduction of inventory and reversal of cost of goods sold of $0.4 million, primarily in our Healthcare Apparel segment during the three months ended March 31, 2026.

Additionally in February 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA) does not authorize the President to impose tariffs, effectively invalidating the tariffs imposed via that method.  These IEEPA tariffs stopped being collected on February 24, 2026. The Supreme Court’s ruling left open the questions of whether, how, and when payors of the tariffs might receive refunds; subsequently, the U.S. government created a system through which refunds of certain entries could be processed. A new 10% tariff has been implemented under Section 122 of the Trade Act of 1974, effective as of February 24, 2026. Although the United States Supreme Court ruling invalidated the tariffs, as of March 31, 2026, the Company has not recorded a tariff refund receivable due to the uncertainty of the amount and collection of a refund.

NOTE 7 – Inventories:

Inventories consisted of the following amounts (in thousands):

March 31, December 31,
2026 2025
Finished goods $ 80,155 $ 81,097
Work in process 854 745
Raw materials 16,421 15,632
Inventories $ 97,430 $ 97,474

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NOTE 8 – Income Taxes:

The Company calculates its interim income tax provision in accordance with the accounting guidance for income taxes in interim periods. At the end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date income or loss. The tax expense or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur.

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.

For the three months ended March 31, 2026, the Company recorded tax expense of $0.2 million, which represents an effective tax rate of 20.9%. The income tax expense and the effective tax rate for the three months ended March 31, 2026 were primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The rate was further impacted by discrete items related to the Company’s share-based compensation and long-term incentive plans during the current quarter.

For the three months ended March 31, 2025, the Company recorded a benefit for income taxes of $0.1 million, which represents an effective tax rate of 16.3%. The income tax benefit and the effective tax rate for the three months ended March 31, 2025 was primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA included significant changes to the domestic and international tax provisions, such as modifications to the global tax framework, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, and the restoration of favorable tax treatment for certain business provisions. The legislation had multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has considered the estimated impact of OBBBA on its expected annual effective tax rate as part of its income tax expense for the quarter ending March 31, 2026. The impacts include the increased unfavorable Net Controlled Foreign Corporation Tested Income (“NCTI”), formerly Global Intangible Low-Taxed Income (“GILTI”), taking effect in 2026.

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NOTE 9 – Other Information :

The activity in the allowance for doubtful accounts receivable was as follows (in thousands):

March 31, December 31,
2026 2025
Balance at the beginning of year $ 2,964 $ 3,101
Credit loss expense 314 2,291
Write-Off of accounts receivable (306 ) (2,428 )
Balance at the end of the period $ 2,972 $ 2,964

Other current liabilities consisted of the following (in thousands):

March 31, December 31,
2026 2025
Salaries, wages, commissions and other compensation $ 12,689 $ 14,990
Contract liabilities 3,908 10,678
Accrued rebates 1,402 1,452
Current operating lease liabilities 4,331 4,364
Customer deposits 14,834 11,578
Other accrued expenses 11,160 9,979
Other current liabilities $ 48,324 $ 53,041

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto included in the Consolidated Financial Statements in Part I, Item 1 (“Financial Statements”) of this report and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025.

The financial position, results of operations, cash flows and other information included herein are not necessarily indicative of the financial position, results of operations and cash flows that may be expected in future periods. See "Cautionary Note Regarding Forward-Looking Statements" below for a discussion of uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied in the forward-looking statements.

Business Outlook

Superior Group of Companies, Inc. (together with its subsidiaries, the “Company,” “Superior,” “we,” “our,” or “us”) is comprised of three reportable business segments: (1) Branded Products, (2) Healthcare Apparel and (3) Contact Centers.

Branded Products

In our Branded Products segment, we produce and sell customized merchandising solutions, promotional products and branded uniform programs to our customers. As a strategic branding partner, we offer our customers customized branding solutions and strategies that generate favorable brand impressions, bolster customer retention and enhance employee engagement. Our products are sold to customers in a wide range of industries, including retail chain, food service, entertainment, technology, transportation and other industries. Sales volumes in this segment are impacted by a number of factors, including marketing programs of our customers and turnover of our customers’ employees, often driven by the opening and closing of locations. From a long-term perspective, we believe that synergies within this segment will create opportunities to cross-sell products to new and existing customers.

Healthcare Apparel

In our Healthcare Apparel segment, we manufacture (through third parties or in our own facilities) and sell a wide range of healthcare apparel, such as scrubs, lab coats, protective apparel and patient gowns. We sell our brands of healthcare service apparel to healthcare laundries, dealers, distributors and retailers primarily in the United States. From a long-term perspective, we expect that demand for our portfolio of brands Wink®, Fashion Seal Healthcare®, its trade name CID Resources and our license of Carhartt Medical, will continue to provide opportunities for growth and increased market share.

Contact Centers

In our Contact Centers segment (also known as “The Office Gurus”), which operates in El Salvador, Belize, Dominican Republic and, the United States and in Jamaica until its closure on June 15, 2025, we provide outsourced, nearshore business process outsourcing, contact and call-center support services to North American customers. These services are also provided internally to the Company’s other two operating segments. The Office Gurus has become an award-winning business process outsourcer offering inbound and outbound voice, email, text, chat and social media support. The nearshore call-center market has grown as businesses look to reduce operating costs while maintaining high-quality customer support. Nearshore operators can provide comparable service to their U.S. counterparts at a fraction of the price. With an environment and career path designed to attract and maintain top talent across all sites, we believe The Office Gurus is positioned well to continue growing this business.

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Global Economic and Political Conditions

During 2025, the U.S. government imposed higher tariffs and/or new tariffs which impacted certain sources of the Company’s materials and production. Additionally, the U.S.'s trade agreements and/or preferences with certain countries in Africa, through the African Growth and Opportunity Act (AGOA), and with Haiti, through the Haitian Hemispheric Opportunity through Partnership Encouragement Act (HOPE) and the Haiti Economic Lift Program of 2010 (HELP), expired on September 30, 2025. In February 2026, these agreements were retroactively extended until December 2026. If not renewed and/or extended beyond December 2026, the cost of continuing to do business in these countries likely will negatively impact our results of operations and financial position, or result in us moving sourcing and manufacturing from these countries to countries with more favorable cost structures. We will continue to monitor the status of the trade agreements and preferences involving the U.S. government and the countries in which we source and/or manufacture products. See Item 1, “NOTE 6 – Contingencies and Geographic Supply Concentrations.”

In February 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA) does not authorize the President to impose tariffs, effectively invalidating the tariffs imposed via that method.  These IEEPA tariffs stopped being collected on February 24, 2026.  The Supreme Court’s ruling left open the questions of whether, how, and when payors of the tariffs might receive refunds; subsequently, the U.S. government created a system through which refunds of certain entries could be processed. A new 10% tariff has been implemented under Section 122 of the Trade Act of 1974, effective as of February 24, 2026. Although the United States Supreme Court ruling invalidated the tariffs paid prior to February 24, 2026, as of March 31, 2026, the Company has not recorded a tariff refund receivable due to the uncertainty of the amount and collection of a refund.

It is uncertain how inflation and interest rates will be impacted in 2026 by the imposition of tariffs and other trade-related actions or inactions. World events, such as the Russia-Ukraine War, the joint U.S.-Israeli War with Iran in 2026 and other conflicts in the Middle East, continue to negatively affect the global economy. Additionally, civil unrest in countries where we manufacture products, like Haiti, may result in our facilities incurring damage or destruction and could interrupt our manufacturing processes and adversely affect our reputation and our relationships with our customers.

Prolonged or recurring disruptions or instability in the United States and global political and economic environments, and how the world reacts to those disruptions or instability, could have long-term impacts on our business. These business impacts could negatively affect us in a number of ways, including, but not limited to, reduced demand for our core products and services, declines in our revenue and profitability, increased costs related to higher oil and natural gas prices and/or supply imbalances in the oil and natural gas markets, costs associated with complying with new or amended laws and regulations and mitigating the increased cost of the new tariffs and duties affecting our business, declines in our stock price, reduced availability and less favorable terms of future borrowings, negative impacts on the valuation of our pension obligations, reduced credit-worthiness of our customers, and potential impairment of the carrying value of indefinite-lived intangible assets and goodwill.

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Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025 (in thousands)
---
For the Three Months Ended March 31,
--- --- --- --- --- --- --- --- --- --- --- ---
2026 2025 Change % Change
Net sales:
Branded Products $ 90,869 $ 86,474 5.1 %
Healthcare Apparel 28,601 27,263 4.9 %
Contact Centers 22,253 24,225 ) (8.1 %)
Net intersegment eliminations (845 ) (865 ) (2.3 %)
Consolidated net sales 140,878 137,097 2.8 %
Gross margin:
Branded Products 30,987 27,687 11.9 %
Healthcare Apparel 10,181 10,133 0.5 %
Contact Centers 11,614 12,981 ) (10.5 %)
Net intersegment eliminations (448 ) (360 ) ) 24.4 %
Consolidated gross margin 52,334 50,441 3.8 %
Selling and administrative expenses:
Branded Products 24,746 23,420 5.7 %
Healthcare Apparel 10,778 9,526 13.1 %
Contact Centers 9,563 10,921 ) (12.4 %)
Intersegment Eliminations (448 ) (360 ) ) 24.4 %
Other 5,729 6,595 ) (13.1 %)
Consolidated selling and administrative expenses 50,368 50,102 0.5 %
Interest expense, net 912 1,245 ) (26.7 %)
Income (loss) before income tax expense 1,054 (906 ) (216.3 %)
Income tax expense (benefit) 220 (148 ) (248.6 %)
Net income (loss) $ 834 $ (758 ) (210.0 %)
EBITDA(1) $ 4,824 $ 3,543 36.2 %

All values are in US Dollars.

(1) Please refer to "Non-GAAP Financial Measure" below for a reconciliation of EBITDA to net (loss) income.

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Net Income

The Company generated net income of $0.8 million and a net loss of ($0.8) million during the three months ended March 31, 2026 and 2025, respectively. The increase in net income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is inclusive of $1.0 million of severance payments in the Healthcare Apparel reportable segment, and was primarily due to an increase in consolidated gross margins across our Branded Products and Healthcare Apparel reportable segments, along with a decrease in consolidated interest expense, net.

EBITDA

EBITDA was $4.8 million and $3.5 million during the three months ended March 31, 2026 and 2025, respectively. The EBITDA increase was primarily due to increased earnings driven by the increase in consolidated gross margins. For a reconciliation of EBITDA to net income, its most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), please read “Non-GAAP Financial Measure” below.

Net Sales

Net sales for the Company increased 2.8%, or $3.8 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to increases in net sales in our Branded Products and Healthcare Apparel reportable segments, partially offset by a decline in our Contact Centers segment.

Branded Products net sales increased 5.1%, or $4.4 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to volume increases in branded uniform apparel within existing customer accounts.

Healthcare Apparel net sales increased 4.9%, or $1.3 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to volume increases within existing customer accounts.

Contact Centers net sales decreased 8.1% or $2.0 million, before intersegment eliminations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The 8.1% decrease versus the year-ago quarter reflects prior year client attrition that exceeded growth from new customer acquisitions.

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Gross Margin

Gross margin rate for the Company was 37.1% for the three months ended March 31, 2026 and 36.8% for the three months ended March 31, 2025. The rate increase was due to an improvement in gross margin rates in our Branded Products segment.

Gross margin rate for our Branded Products segment was 34.1% for the three months ended March 31, 2026 and 32.0% for the three months ended March 31, 2025. The rate increase was primarily driven by a favorable shift in the mix of pricing and customers.

Gross margin rate for our Healthcare Apparel segment was 35.6% for the three months ended March 31, 2026 and 37.2% for the three months ended March 31, 2025. The rate decrease was primarily driven by higher costs compared to the prior year period driven by increased sales with lower margin existing customers.

Gross margin rate for our Contact Centers segment was 52.2% for the three months ended March 31, 2026 and 53.6% for the three months ended March 31, 2025. The decrease in the gross margin rate was primarily attributable to higher employee related costs as compared to the prior year period.

Selling and Administrative Expenses

Selling and administrative expenses were relatively flat for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. As a percentage of net sales, total selling and administrative expenses was 35.8% for the three months ended March 31, 2026 and 36.5% for the three months ended March 31, 2025. The rate decrease was due to an improvement in selling and administrative expenses as a percentage of net sales rates in our Contact Centers segment and a reduction in Other selling and administrative expenses.

Branded Products selling and administrative expense increased $1.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to increased commission expense. As a percentage of net sales, selling and administrative expenses for our Branded Products segment was 27.2% for the three months ended March 31, 2026,up slightly from 27.1% for the three months ended March 31, 2025.

Healthcare Apparel selling and administrative expense increased $1.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to $1.0 million employee severance costs and higher digital media costs. As a percentage of net sales, selling and administrative expenses for our Healthcare Apparel segment was 37.7% for the three months ended March 31, 2026 and 34.9% for the three months ended March 31, 2025.

Contact Centers selling and administrative expense decreased $1.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to cost reductions implemented in 2025 related to closure of its Jamaica office and elimination of various administrative support costs. As a percentage of net sales, selling and administrative expenses for our Contact Centers segment was 43.0% for the three months ended March 31, 2026 and 45.1% for the three months ended March 31, 2025.

Selling and administrative expenses for Other, which represents Corporate costs, decreased $0.9 million primarily due to lower third party professional services related expenses and lower stock-based compensation expenses.

Interest Expense, Net

Interest expense, net decreased to $0.9 million for the three months ended March 31, 2026 from $1.2 million for the three months ended March 31, 2025. This decrease was due to a lower weighted average interest rate on those borrowings from 5.4% for the three months ended March 31, 2025 to 4.9% for the three months ended March 31, 2026.

Income Taxes

Income tax expense increased to $0.2 million for the three months ended March 31, 2026 from a benefit of $0.1 million for the three months ended March 31, 2025. The effective tax rate was 20.9% and 16.3% for the three months ended March 31, 2026 and 2025, respectively. Income tax expense and the effective tax rate for the three months ended March 31, 2026 and March 31, 2025 were primarily impacted by the variability in the mix of earnings across the Company’s foreign and domestic operations, subject to various statutory tax rates in those jurisdictions. The rate was further impacted by discrete items related to the Company’s share-based compensation and long-term incentive plans during the current quarter. The effective tax rate may vary from quarter to quarter due to discrete, unusual or non-recurring items, the resolution of income tax audits, changes in tax laws, the tax impact from employee share-based payments, or other items.

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Liquidity and Capital Resources

Liquidity Analysis

Short-Term Liquidity

For the next twelve months, our primary capital requirements are for capital to maintain our operations, meet contractual obligations, primarily consisting of our revolving credit facility, term loan and operating leases and fund capital expenditures, dividends, stock repurchases, any potential merger and acquisition activity and other general corporate purposes. Management believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements for the next twelve months.

Long-Term Liquidity

Beyond the next twelve months, our principal demand for funds will be for maintenance of our core business, to satisfy long-term contractual obligations, stock repurchases, any potential merger and acquisition activity and the Company’s ongoing capital expenditure program designed to improve the effectiveness and capabilities of its facilities and technology. The Company at all times evaluates its capital expenditure program in light of prevailing economic conditions. The Company's material contractual obligations include outstanding debt, long-term pension liability, operating leases, acquisition-related contingent liabilities and non-qualified deferred compensation plan liabilities in Other Liabilities. Management currently believes that the combination of our current cash level, cash flows provided by operating activities and availability under the revolving credit facility will be sufficient to satisfy the above requirements.

Cash Requirements

Working Capital Needs

The Company carries inventories of both raw materials and finished products, the practice of which requires substantial working capital, which we believe to be common in the industry. The Company also requires working capital to invest in new product lines and technologies.

Capital expenditures

Capital expenditures were $0.6 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively.

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Sources of Capital and Liquidity

Cash Flows from Operations

Net cash provided by operating activities primarily results from cash collected from customers for our promotional products, branded uniforms, healthcare apparel and accessories, offset by cash payments made for raw materials, finished goods, salaries and payroll related benefits, leases and other general corporate expenditures

For the three months ended March 31, 2026, net cash provided by operating activities was $9.4 million. Cash collections from customers exceeded aggregate cash payments to vendors, lessors and employees primarily driven by the Company's collection of receivable balances.

For the three months ended March 31, 2025, net cash used in operating activities was $2.0 million. Lower net sales and cash collections, as well as higher costs of goods sold resulted in net cash used in operating activities. In addition, inventory increased resulting in a use of cash of $2.2 million.

Credit Facilities and Debt Activity

The Company’s primary source of liquidity has been its net income and the use of credit facilities and term loans. The Company has access to a revolving credit facility with a maximum principal amount of $125.0 million and a term loan in the original aggregate principal amount of $75.0 million and the ability to request incremental revolving credit or term loan facilities in an aggregate amount of up to an additional $75.0 million, subject to obtaining additional lender commitments and satisfying certain other conditions.

For the three months ended March 31, 2026, the Company had $10.0 million in borrowings and $15.0 million in payments on the revolving credit facility. For the three months ended March 31, 2026, the Company had $1.4 million in payments on the term loan.

For the three months ended March 31, 2025, the Company had $19.0 million in borrowings and $8.0 million in payments on the revolving credit facility. For the three months ended March 31, 2025, the Company had $1.4 million in payments on the term loan.

In the future, the Company may continue to use credit facilities and other secured and unsecured borrowings as a source of liquidity. Additionally, the cost of the Company’s future sources of liquidity may differ from the costs of the Company’s sources of liquidity to date.

Please refer to Note 5 to our Notes to the Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on our outstanding long-term debt.

Dividends and Share Repurchase Program During the three months ended March 31, 2026 and 2025, the Company paid cash dividends of $2.2 million and $2.3 million, respectively. The Company anticipates that it will continue to pay dividends in the future as financial conditions permit.

On March 20, 2026, the “Company entered into a 10b5-1 trading plan (the “Plan”) for the purpose of repurchasing up to $2.5 million in shares of the Company’s outstanding common stock (the “Repurchase Limit”) in accordance with the $17.5 million 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 "Exchange Act"). The Plan allows the Company to repurchase shares up to the Repurchase Limit commencing March 21, 2026 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.

Critical Accounting Estimates

See Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2025.

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Non-GAAP Financial Measure

EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, net, income tax expense, depreciation and amortization expense and impairment charges. The Company believes EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt), (ii) tax consequences and (iii) asset base (depreciation and amortization). The Company uses EBITDA internally to monitor operating results and to evaluate the performance of its business. In addition, the compensation committee has used EBITDA in evaluating certain components of executive compensation, including performance-based annual incentive programs.

EBITDA is not a measure of financial performance under GAAP.  EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate EBITDA are significant components in understanding and assessing the Company’s results of operations. The Company’s EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner.

The following table reconciles net income to EBITDA (in thousands):

Three Months Ended March 31,
2026 2025
Net income (loss) $ 834 $ (758 )
Interest expense, net 912 1,245
Income tax expense (benefit) 220 (148 )
Depreciation and amortization 2,858 3,204
EBITDA $ 4,824 $ 3,543

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Cautionary Note Regarding Forward Looking Statements

Certain matters discussed in this Form 10-Q 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 Quarterly Report on Form 10-Q may include, without limitation: (1) projections of revenue, income, and other items relating to our financial position and results of operations, including short term and long term plans for cash, (2) statements of our plans, objectives, strategies, goals and intentions, (3) statements regarding the capabilities, capacities, market position and expected development of our business operations and (4) statements of expected industry and general economic trends.

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 following: the impact of competition; uncertainties related to tariffs, duties, trade wars and related matters, supply disruptions, inflationary environments (including with respect to shipping costs and the cost of finished goods and raw materials and shipping costs), employment levels (including labor shortages), and general economic and political conditions in the areas of the world in which the Company operates or from which it sources its supplies or the areas of the United States of America (“U.S.” or “United States”) in which the Company’s customers are located; changes in the healthcare, retail chain, food service, transportation and other industries where uniforms and service apparel are worn; our ability to identify suitable acquisition targets, discover liabilities associated with such businesses during the diligence process, successfully integrate any acquired businesses, or successfully manage our expanding operations; the price and availability of raw materials; attracting and retaining senior management and key personnel; the Company’s ability to maintain effective internal control over financial reporting; and other factors described in the Company’s filings with the Securities and Exchange Commission (the "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 other disclosures contained therein and in this Quarterly Report on Form 10-Q for the quarter ended March 31, 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 Form 10-Q 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.

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ITEM 4.          Controls and Procedures

Disclosure Controls and Procedures

The Company conducted an evaluation, under supervision and with the participation of the Company’s principal executive officer, Michael Benstock, and the Company’s principal financial officer, Michael Koempel, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information the Company is required to disclose in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.        Legal Proceedings

We are a party to certain lawsuits in the ordinary course of business. We do not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 1A.     Risk Factors

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, financial condition and operating results. There have been no material changes to the Risk Factors described in Part I, Item 1A-Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the quarter ended March 31, 2026, that were not previously reported in a current report on Form 8-K.

The table below sets forth information with respect to purchases made by or on behalf of Superior Group of Companies, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended March 31, 2026.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1), (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
January 1, 2026 to January 31, 2026 41,602 $ 9.74 41,602
February 1, 2026 to February 28, 2026 9,416 10.01 9,416
March 1, 2026 to March 31, 2026 17,774 10.01 17,774
Total 68,792 $ 9.85 68,792 $ 9,396,740
(1) For the three months ended March 31, 2026 there were no shares tendered by employees in connection with the exercise of stock options under the Company's shareholder-approved 2022 Equity Incentive and Awards Plan.
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(2) The above table excludes shares of our common stock withheld to settle employee tax withholding related to the vesting of restricted stock awards. Total shares were 29,279 in February 2026.
(3) On March 20, 2026, the Company entered into the Plan for the purpose of repurchasing up to $2.5 million in shares of the Company’s outstanding common stock in accordance with the $17.5 million 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 March 21, 2026 and ending on the earlier of the date on which the Repurchase Dollar 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.

Under our Credit Agreement, if an event of default exists, we may not make distributions to our shareholders. The Credit Agreement also contains other restrictions. See Note 5 to our Condensed Notes to the Consolidated Financial Statements located in Item 1 of Part I of this Quarterly Report on Form 10-Q.

ITEM 3.     Defaults u pon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5.     Other Information

Not applicable.

Table of Contents

ITEM 6.     Exhibits

Exhibit No. Description
10.1*,# Employment Agreement, effective March 23, 2026, between CID Resources, Inc. and Christopher Heyn.
31.1* Certification by the Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification by the Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32** Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+ Inline XBRL Instance Document.
101.SCH+ Inline XBRL Taxonomy Extension Schema.
101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*  Filed herewith.

**Furnished herewith.

+  Submitted electronically herewith.

#  Portions omitted in accordance with Item 601(b) of Regulation S-K.

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Table of Contents

SIGNATURES

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 thereunto duly authorized.

Date: May 4, 2026 SUPERIOR GROUP OF COMPANIES, INC.
By /s/ Michael Benstock
Michael Benstock
Chief Executive Officer
(Principal Executive Officer)
Date: May 4, 2026
By /s/ Michael Koempel
Michael Koempel
President & Chief Financial Officer<br> <br>(Principal Financial Officer)

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ex_953204.htm

Exhibit 10.1

Exhibit Includes Redactions

Certain information identified with brackets ([***]) has been excluded from this exhibit in accordance with Items 601(a)(6) and 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of March 23, 2026^^(the “Effective Date”) by and between CID RESOURCES, INC., a Delaware corporation (the “Company”), and CHRISTOPHER HEYN (“Employee”). Employee and the Company are each referred to herein as a “Party” and collectively as the “Parties.”

BACKGROUND

A.    Employee’s services are of a special, unique, unusual, extraordinary, and intellectual character.

B.    Employee acknowledges that Employee is and will be employed in a key senior management role with the Company, and that the Company bestows upon and expects from Employee a great deal of responsibility, trust, and reliance.

C.    During the course of Employee’s employment with the Company, the Company will (and already has as part of Employee’s employment with the Company to date) impart to Employee certain proprietary, confidential, and/or trade secret information, data, and/or materials of the Company Parties (as defined below).

D.    It is essential to the conduct of the Company’s business, the sale of its products, and the provision of its services that all proprietary, confidential, and/or trade secret information, data, and/or materials of the Company Parties be kept confidential and that the professional and business relationships of the Company Parties be protected.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1.    Incorporation. The provisions set forth under the heading “Background” are true and correct and are hereby incorporated into and made a part of this Agreement for all purposes.

2.    Term of Employment. The Company agrees to employ Employee, and Employee accepts employment with the Company, on the terms set forth in this Agreement, for a period commencing on the Effective Date and ending on December 31, 2028, unless sooner terminated in accordance with the provisions of Section 6.

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3.    Position and Duties. The Company will employ Employee, and Employee agrees to work for the Company, as the President of the Healthcare Apparel segment of Superior Group of Companies, Inc. (“SGC”), to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company or SGC shall from time-to-time assign to Employee. Employee will initially report to President of SGC. The Company and/or SGC may at any time alter the internal organizational structure of the Company, including the reporting responsibilities of Employee. Employee shall devote Employee’s full business time and reasonable best efforts in the performance of the foregoing services in a diligent, trustworthy, professional and efficient manner and, in performing such services, Employee shall comply with the Company’s policies and procedures in effect from time to time and fully support and implement the business and strategic plans of the Company. Employee will act in the best interest of the Company and any other Company Parties (as appropriate) and, except as may be specifically permitted by the Company in writing, will not engage in any other business activity which conflicts with Employee’s role at the Company or otherwise causes a conflict of interest. Employee shall be entitled to: (i) serve as a member of the board of directors or board of advisors of a reasonable number of other for-profit companies, subject to advance approval by the Company, (ii) engage in civic, charitable, educational, religious, public interest or public service activities, including as a member of the board of not-for-profit organizations, and (iii) manage Employee’s personal and family investments, in each case, to the extent that engaging in such activities would not constitute a violation of the restrictions described in Sections 7-14 of this Agreement or violate the Company’s Code of Business and Ethical Conduct or other similar policy and would not interfere with Employee’s ability to perform Employee’s duties under this Agreement. With respect to requests to serve on a board of directors or a board of advisors or to hold a passive investment in excess of 1% of the total outstanding equity of a business, Employee must notify the Company in writing at least thirty (30) days prior to the service or the passive investment commencing to allow the Company sufficient time to determine if the service or passive investment is acceptable and/or would breach this Agreement.

4.    Travel. Employee acknowledges and agrees that Employee must travel to and work from Coppell, TX for approximately fifty percent (50%) of Employee’s working days during each calendar year (with Company business travel to other locations counted toward this time requirement), unless otherwise approved in writing by the President of SGC. The Company will cover the cost of all travel expenses incurred by Employee in connection with Company business. In addition, the Company shall cover the cost of all travel expenses, including a hotel for Employee, in connection with trips to Coppell, TX or, within a reasonable period of time after Employee’s written request, will make available to Employee a corporate owned or leased apartment or condominium for Employee’s use when present in Coppell, TX.

5.    Compensation and Benefits. During the term of Employee’s employment with the Company under this Agreement:

5.1.    Salary Compensation. The Company shall pay Employee an annualized base salary (“Base Salary”) of four hundred fifteen thousand dollars ($415,000.00), payable in accordance with the Company’s customary payroll practices, no less frequently than monthly. The Company shall consider, on an annual basis, the nature, extent and advisability, if any, of an adjustment in the Employee’s Base Salary.

5.2.    Bonus. Employee shall be eligible for a bonus(es) pursuant to the terms set forth in Exhibit 1 to this Agreement. Employee will also be eligible to participate in such bonus plans as the Company may in its sole and absolute discretion offer to Employee, which may be similar to or entirely different from those available to other similarly situated employees of the Company or any other Company Party.

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5.3.    Performance Shares Award. After commencement of employment with the Company, Employee shall be offered a Performance Shares Agreement in the amount of 40,000 SGC shares, subject to the terms and conditions stated in that Performance Shares Agreement.

5.4.    Fringe Benefits. During Employee’s employment, Employee shall be entitled to receive all of the Company’s other fringe benefits of employment available to its other employees when and as Employee becomes eligible for them. The Company reserves the right to modify, suspend or discontinue any and all of its benefit plans as long as such action is taken generally with respect to similarly situated persons and does not single out Employee.

5.5.    Reimbursement of Certain Expenses. Employee shall be reimbursed for such reasonable and necessary business expenses incurred by Employee while Employee is employed by the Company, which are directly related to the furtherance of the Company’s business. Employee must submit any request for reimbursement in accordance with the Company’s reimbursement policy regarding same and business expenses must be substantiated by appropriate receipts and documentation as required by applicable Company policy.

6.    Termination of Employment. The employment of Employee may be terminated by the Company at any time, subject to the Company providing the compensation and benefits in accordance with the terms of this Section 6, which, provided that Employee executes and does not revoke a Release (as defined below), shall constitute Employee’s sole and exclusive remedy and legal recourse upon any such termination of employment; in connection with such Release, Employee must agree to waive and release any and all other claims against the Company and its parent entities, Affiliates, officers, directors and employees in such event.

6.1.    Termination for Cause. At the election of the Company, the Company may terminate Employee’s employment immediately for Cause upon written notice by the Company to Employee, subject to any applicable cure periods herein. For the purposes of this Agreement, “Cause” for termination shall be deemed to exist upon the occurrence of any of the following:

(a)           gross negligence or willful misconduct by Employee with respect to any Company Party or in the performance of Employee’s duties hereunder;

(b)         Employee’s continued failure to substantially perform Employee’s employment duties, which failure is not cured to the good faith reasonable satisfaction of the Company within thirty (30) days after Employee’s receipt of written notice from the Company specifically describing the nature of such failure;

(c) Employee’s breach of a covenant, representation, warranty or any obligation of the Employee under this Agreement or any other agreement with the Company; which breach, if curable, is not cured to the good faith reasonable satisfaction of the Company within thirty (30) days after Employee’s receipt of written notice from the Company specifically describing the nature of such breach;

(d)         Employee commits any felony or criminal offense that involves moral turpitude which results in or reasonably may result in material harm to the business or reputation of any Company Party;

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(e)         Employee commits or engages in any act or omission constituting fraud, theft, dishonesty (including relating to financial matters), deceit, embezzlement, misappropriation or misconduct against or at the expense of any Company Party, or which results in material harm to the business or reputation of any Company Party; or

(f)         Employee commits or engages in any act or omission constituting a material violation of applicable law or a material violation of the Company’s published policies and procedures applicable to senior management employees, including those related to the workplace environment (such as laws or policies relating to sexual harassment or age, race, sex or other prohibited discrimination) and insider trading, which violation, if curable, is not cured to the good faith reasonable satisfaction of the Company within thirty (30) days after Employee’s receipt of written notice from the Company specifically describing the nature of such violation.

(g)         Prior to the Effective Date, Employee fails to resign from and cease to work in any capacity, whether as an employee or otherwise, for brrr, Full Turn Direct (a.k.a Full Turn Custom Apparel), and all other companies, if any, for which Employee is employed or providing contract work, other than to provide reasonable transition assistance and cooperation and in the capacity as a member of the board of directors.

(h)         A termination for Cause shall also include a good faith determination by the Company within one (1) year following the termination of the Employee that circumstances existed during Employee’s employment that would have justified a termination by the Company for Cause pursuant to the matters specified in the subsections (a), (d), (e), (f), and (g) contained herein (i.e. 6.1(a), (d), (e), (f), and (g)). Moreover, solely with respect to Section 6.1(d), this subdivision (h) will only apply in the event that the Company in its sole discretion has determined that such a breach by the Employee has resulted in a negative impact on the Company’s business reputation.

6.2.    Death or Disability. Employee’s employment shall terminate automatically and immediately upon Employee’s death. At the election of the Company, the Company may terminate Employee’s employment immediately upon Employee’s disability by sending written notice of such election to Employee. The term “disability” shall mean (1) the declaration in accordance with any applicable long-term disability insurance policy that Employee is disabled, or (2) Employee’s inability, due to illness, accident, injury, physical or mental incapacity or other disability or similar cause, to perform the essential functions of Employee’s job, with reasonable accommodation, for a period of at least 90 consecutive days or for shorter periods aggregating at least 90 days (whether or not consecutive) during any 12-month period. A determination of disability shall be made by a physician satisfactory to both Employee and the Company; provided, that if Employee and the Company are unable to agree on the physician, Employee and the Company shall each select a physician and the two physicians selected by the Parties shall together select a third physician, whose determination as to the existence of a disability shall be binding on all Parties.

6.3.    Termination after Resignation without Good Reason. Employee may resign Employee’s employment immediately, at any time, upon sixty (60) days’ written notice to the Company of Employee’s resignation without Good Reason.

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6.4.    Termination without Cause. The Company may terminate Employee’s employment without Cause at any time.

6.5.    Effect of Termination.

(a)         If Employee’s employment is terminated pursuant to Sections 6.1-6.4, (i) the Company shall pay Employee Employee’s base salary and any bonus amount that is earned and accrued but unpaid through the date of employment termination, (ii) the Company shall reimburse Employee in accordance with Section 5.5 for reasonable expenses incurred but not reimbursed prior to such termination of employment, and (iii) Employee shall be entitled to receive any nonforfeitable benefits already earned and payable to Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company.

(b)         Except as otherwise expressly provided herein, Employee shall not be entitled to any other salary, salary continuation, severance, bonuses, employee benefits or compensation or payments of any kind from any Company Party after the termination of Employee’s employment under Sections 6.1-6.3, and all of Employee’s rights to salary, bonuses, employee benefits and other compensation and payments of any kind which would have been earned and accrued or become payable after Employee’s termination shall cease upon such termination, other than as expressly required under applicable law (such as the federal law known as COBRA).

(c)         If, during the Term of Employment set forth in Section 2, Employee (i) is terminated pursuant to a Change in Control Termination, (ii) resigns Employee’s employment for Good Reason; or (iii) is terminated by the Company for any reason other than those provided for in Section 6.1 or Section 6.2 (such as a termination by the Company without Cause), in addition to the items detailed in Section 6.5(a), the Company will pay Employee an amount equal to 1.0 times Employee’s highest total annual compensation, as determined by the sum of Employee’s single highest base salary during the preceding three-year period and the average of the annual cash bonuses paid or payable to Employee that were calculated based on the results of the three (3) full fiscal years ended immediately before Employee’s termination of employment regardless of when paid (or, if applicable, such lesser period for which cash annual bonuses were paid or payable to Employee), and cover up to twelve (12) months of Employee’s medical insurance premium should Employee be eligible for COBRA (“Separation Payment”). The Separation Payment shall be paid in bi-weekly payments over a twelve (12) month period (except for a Change in Control Termination, in which event the Separation Payment shall be paid in a single lump sum), commencing no later than sixty (60) days after Employee’s employment is terminated pursuant to this Section 6.6(c). Notwithstanding anything to the contrary, and without limitation of any remedies to which the Company may be entitled under this Agreement or applicable law: (i) the Company shall not be required to make any payment of the Separation Payment unless and until Employee signs and delivers a Release (defined below), which Employee shall deliver within thirty (30) days after Employee’s employment is terminated, and the period (if any) during which such Release can be revoked expires without any revocation, and (ii) Employee shall not be entitled to any payment of the Separation Payment during the period in which Employee is violating any of Employee’s obligations under Sections 7-14 or under the separate Confidentiality Agreement between Employee and the Company. For purposes of this Agreement, a “Release” means a written release, in form and substance reasonably satisfactory to the Company, whereby Employee waives and releases the Company, its officers, directors, employees and Affiliates from any and all claims that Employee may have against any of them (including, without limitation, any claims in connection with Employee’s employment or the termination thereof) and affirms Employee’s post-termination obligations hereunder, provided, that the Release will not apply to any employee benefit required to be provided by applicable law.

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(d)         For purposes of this Agreement, “Good Reason” shall mean (i) a material reduction in Employee’s base salary or material change to the structure of Employee’s incentive compensation plan, in each case only if without Employee’s consent; (ii) a material, adverse reduction in Employee’s authority, title, reporting relationship, duties, or responsibilities (other than temporarily while Employee or Employee’s supervisor is physically or mentally incapacitated or as required by applicable law), but only if without Employee’s consent; (iii) Employee is required by the Company to be based in a location not of Employee’s choosing, except for part-time in the Coppell, TX area and required travel on Company business; or (iv) the Company’s uncured breach of a material provision of this Agreement. Prior to resignation for Good Reason, Employee is required to give written notice to the Company of the intent to resign for Good Reason, describing the reason for the resignation in sufficient detail in order to allow the Company the opportunity to address the situation. Such notice must be provided within thirty (30) days of the event(s) constituting Good Reason and must be given at least thirty (30) days in advance of the effective date of resignation. The Company shall be entitled to thirty (30) days after the date of Employee’s written notice during which it can cure the situation. If the situation has not been cured within thirty (30) days after the date of Employee’s written notice, Employee may then resign for Good Reason, by written notice, effective immediately, which date shall be the Effective Date of resignation.

(e)         A “Change in Control Termination” means the termination of Employee by the Company or its successor without Cause or the Employee’s resignation for Good Reason within twelve (12) months after the consummation of a Change in Control. In this Agreement, “Change in Control” means any of the following occurs: (i) the sale of all or substantially all of the assets (A) of SGC (in a transaction requiring shareholder approval) or (B) directly attributable to SGC’s Healthcare Apparel segment, unless to an entity that is an Affiliate of the Company, (ii) any person or group of persons within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company’s Affiliates, becomes the beneficial owner, directly or indirectly, of more than 50% of SGC’s equity securities or outstanding voting stock (whether by way of purchase of stock or other equity securities, merger or otherwise), or (iii) any transaction that qualified as a liquidation, dissolution, or winding up of SGC or SGC’s Healthcare Apparel segment. Notwithstanding the foregoing, the following transactions shall in no event constitute a Change in Control: (x) any equity or debt financing transaction pursuant to which SGC or the Company and/or any of its of their Affiliate(s) sells securities with the principal purpose of raising capital, or (y) any ownership or acquisition of stock by any of the Benstock family or their Affiliates, including pursuant to transfers for estate planning purposes. In this Agreement, “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise, and such control will be presumed if any Person owns 10% or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person. In this Agreement, “Person” means any individual, association (incorporated or unincorporated), corporation, partnership (of any designation - limited partnership, general partnership, limited liability partnership, or otherwise), limited liability company, trust, or any other entity or organization, public or private, including a governmental entity.

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7.    Restrictive Covenants - Definitions. In this Agreement, the following terms shall have the meanings defined below. Terms may be used in the singular or plural.

7.1.“    Business” means the business of designing, manufacturing, and marketing of employee uniforms, image apparel, scrubs, patient apparel, lab wear, and personal protective equipment (PPE), and all related global logistics, within the industries that the Company’s Healthcare Apparel segment currently serves and those entered into during the Term. For clarity, the Business includes all sourcing of products for customers in those industries, whether through distribution or direct supply arrangements.

7.2.“    Company Parties” means CID Resources, Inc., and any of its direct or indirect parents, subsidiaries, and/or Affiliates, and any of its or their successors or assigns.

7.3.“    Confidential Information” all data or information that is related to the Company or the Business (including any data or information that relates to or results from any historical or projected financial results or financial information, products, services, vendors, customers or research or development of any Company Party), regardless of whether it constitutes a “trade secret” under applicable common law or statute, is labeled or identified as “confidential” or is now existing or to be developed in the future, in any form of medium, that was disclosed to Employee or became known by Employee as a consequence of, or through, Employee’s employment with the Company (including information conceived, originated, discovered, or developed in whole or in part by Employee), having value to the Company, not generally known to competitors of the Company, and about the Company’s business, finances, operating results, products, processes, and services, including, but not limited to, (i) information relating to research, development, inventions, computer program designs, flow charts, source and object codes, products and services under development, pricing and pricing strategies, marketing and selling strategies, servicing, purchasing, accounting, engineering, cost and costing strategies, sources of supply, customer lists, customer requirements, business methods or practices, training and training programs, financial records, the documentation thereof, and similar information, (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company’s current, former or prospective employees, suppliers, distributors, customers, customer prospects, independent contractors and other business relations and their confidential information, (iii) trade secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, records, reports, manuals, documentation, models, data and data bases relating thereto, (iv) proprietary software, (v) innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings and all similar or related information (whether or not patentable and whether or not reduced to practice), (vi) copyrightable works, and (vii) intellectual property of every kind and description; provided, however, that Confidential Information shall not mean data or information (x) which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Employee without authorization from the Company; (y) which has been independently developed and disclosed by others not in breach of a confidentiality obligation, or (z) which has otherwise entered the public domain through lawful means and through no fault of Employee. Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to any Company Party’s current or potential business or operations, and (2) is not generally or publicly known. Notwithstanding the foregoing obligations, pursuant to 18 U.S.C. § 1833(b), Employee understands and acknowledges that Employee shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

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7.4.“    Prohibited Term” means the period commencing on the Effective Date and ending two (2) years after Employee’s termination or resignation of employment for any reason.

7.5.“    Non-Compete Prohibited Term” means the period commencing on the Effective Date and ending one (1) year after Employee’s termination or resignation of employment for any reason.

7.6.“    Territory” means such geographic area in which Employee is working, worked, and/or over which Employee has or had managerial responsibility during Employee’s employment with the Company, including, but not limited to, the United States of America, Canada, Mexico, Central America, and South America.

8.    Confidentiality. Employee warrants and agrees that Employee will not at any time reproduce, use, distribute, disclose, publish, misappropriate, or otherwise disseminate any Confidential Information and will not take any action causing, or fail to take any action to prevent, any Confidential Information to lose its character as Confidential Information until and unless such disclosure is required by law or such Confidential Information loses its status as Confidential Information through no fault, either directly or indirectly, of Employee, either during the term of Employee’s employment or engagement by the Company (the “Service Period”) or thereafter, except when such disclosure or use is directly related to and required by Employee’s performance of duties assigned by the Company.

Employee will safeguard all Confidential Information and will not take any action causing, or fail to take any action to prevent, any Confidential Information to lose its character as Confidential Information until and unless required by law or such Confidential Information loses its status as Confidential Information through no fault, either directly or indirectly, of Employee. Employee will safeguard all documents and things that contain or embody Confidential Information, including but not limited to Confidential Information stored in an electronic format on any Company computer or personal computer owned or used by Employee.

Employee will not, in any communication, including but not limited to with the media, social media, prospective or actual employers, current and former employees of Company Parties, and current and prospective suppliers, vendors, business partners or customers, make any derogatory, disparaging, or critical statement, orally, written, or otherwise, against any Company Party.

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9.    Return of Documents.

9.1.    Upon termination of Employee’s employment with the Company for any reason, Employee will return to or leave with the Company all documents, records, notebooks, and other repositories of or containing Confidential Information, including all copies thereof, as well as all originals and copies of work made for hire, including all electronic copies of Confidential Information, or other tangible property of any Company Party, whether prepared by Employee or others, then in Employee’s possession or under Employee’s control.

9.2.    Upon request or immediately upon termination of employment for any reason, Employee shall promptly (and in any event within three (3) days) provide Company access to all computers, mobile phones, tablets, other electronic devices, thumb drives, portable hard drives, any other type of electronic storage device, and any and all email or cloud accounts/services that Employee used at any time during Employee’s employment with the Company to ensure all Confidential Information is identified and permanently deleted or removed from such locations and Employee shall disclose in writing any and all computer, cloud, software, and other passwords and related security protection information Employee used in relation to Employee’s work with the Company.

10.    Non-Solicitation.

10.1.    Employees. During the Prohibited Term, unless Employee receives express written consent from the President of SGC, Employee shall not, directly or indirectly, solicit, recruit, induce or attempt to solicit, recruit, or induce any then current or former employee, of a Company Party to leave the employ of, any Company Party; provided however, that the restrictions set forth in this Section 10 shall apply only to employees with whom Employee had business contact during the last twenty-four (24) months as of the date of Employee’s employment termination.

10.2.    Contractors. During the Prohibited Term, unless Employee receives express written consent from the President of SGC, Employee shall not, directly or indirectly, solicit, recruit, or induce any independent contractor of a Company Party to cease performing services for a Company Party or reduce the amount or quality of the services performed for a Company Party, other than in response to general solicitations not targeted to such independent contractors.

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10.3.    Customers. During the Prohibited Term, unless Employee receives express written consent from the President of SGC, Employee shall not, directly or indirectly, on behalf of any Person other than a Company Party, solicit business from any customer or customer prospect of a Company Party, or any representative of the same, with a view toward the sale or providing of any service or product competitive with the Business; provided, however, the restrictions set forth in this Section 10.3 shall apply only to customers or prospects of a Company Party, or representatives of the same, with which Employee or the Company Party had Material Contact during the last twenty-four (24) months immediately prior to the date of Employee’s employment termination. “Material Contact” means contact between Employee or the Company Party and each customer or customer prospect: (i) with whom or which Employee dealt on behalf of the Company Party; (ii) whose dealings with the Company Party were directly or indirectly coordinated or supervised by Employee; (iii) about whom Employee obtained Confidential Information in the course of Employee’s employment for the Company; and/or (iv) who receives products or services authorized by the Company Party, the sale or provision of which results or resulted in revenue to the Company Party or compensation, commissions, or earnings for Employee within two years prior to the date of Employee’s termination.

11.    Restrictions on Competition. During the Non-Compete Prohibited Term, unless performed for or provided on behalf of a Company Party, and unless Employee receives express written consent from the President of SGC, Employee shall not (a) directly or indirectly, in the Territory, provide the same or similar duties that Employee performed on behalf of a Company Party within the two years prior to the cessation of Employee’s employment for any person or business which competes with a Company Party in the Business, (b) directly or indirectly provide the same or similar duties that Employee performed on behalf of a Company Party related to any customer or customer prospect of a Company Party on whose account Employee worked and/or over which Employee had managerial responsibility within the two years prior to the cessation of Employee’s employment for any person or business which competes with a Company Party in the Business, and/or (c) directly or indirectly, own, control, manage, or participate in the ownership, control, or management of any business (whether as principal, agent, shareholder, participant, partner, promoter, director, officer, manager, member, equity lender, employee, consultant, sales representative, or otherwise) which competes with a Company Party in the Business within the Territory, however, notwithstanding the foregoing, Employee shall not be prohibited from owning, as a passive investment, not more than 1.0% of the capital stock of any corporation that competes with a Company Party in the Business that is traded on a national securities exchange so long as neither Employee nor any family member of Employee has active participation in the business of such corporation.

Employee further agrees that the applicable period of time contained in the Prohibited Term or Non-Compete Prohibited Term, as applicable, that is in effect following Employee’s termination date, shall be extended by the same amount of time that Employee is in breach of any of the provisions contained in Sections 10 and 11 of this Agreement.

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12.    Intellectual Property, Inventions and Patents.

12.1.    In the event that Employee, during the Service Period, individually or in conjunction with another Person, generates, authors, conceives, develops, acquires, makes, reduces to practice or contributes to any discovery, formula, trade secret, invention, innovation, improvement, development, method of doing business, process, program, design, analysis, drawing, report, data, software, firmware, logo, device, method, product or any similar or related information, any copyrightable work or any Confidential Information (collectively, “Intellectual Property”), Employee expressly acknowledges and agrees that such Intellectual Property is and shall be the exclusive property of the Company; provided, however, that such Intellectual Property relates to the Business or results from any work performed by Employee for the Company. Any copyrightable work prepared in whole or in part by Employee and relating to the actual or contemplated business of any Company Party shall be deemed “a work made for hire” to the maximum extent permitted under Section 201(b) of the 1976 Copyright Act as amended, and the Company shall own all of the rights comprised in the copyright therein. Employee hereby assigns Employee’s entire right, title and interest in and to all Intellectual Property to the Company. During and after the Service Period, Employee shall promptly disclose all Intellectual Property to the Company and shall cooperate with the Company to establish, confirm and protect all rights, title and interest of the Company to such Intellectual Property (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all documents as reasonably requested by the Company). Employee agrees that Employee will not use or disclose any work made for hire of any Company Party to benefit a Person that competes with the Company Parties, any current, former or prospective vendors, suppliers, distributors, customers, customer prospects, independent contractors and other business relations of any Company Party, or any other individual or entity (except in performing Employee’s obligations to the Company during Employee’s employment with the Company), without the express, written permission of the Company.

12.2.    Nonassignable Inventions. Notwithstanding any provision of this Agreement to the contrary, this Agreement does not apply to work that does not relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company or result from any work performed by the Employee for the Company. Employee agrees to disclose promptly in writing to the Company all inventions created, conceived, developed or reduced to practice by Employee during the term of Employee’s employment, whether or not Employee believes such inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the inventions should be the property of the Company. Any such information will be received in confidence by the Company.

12.3.    Prior Inventions. Employee represents and warrants that Employee has not, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice any work prior to the commencement of Employee’s employment with or services to the Company which Employee considers to be Employee’s property or the property of third parties (collectively referred to as “Prior Inventions”). If, in the course of Employee’s employment with or services to the Company, Employee incorporates a Prior Invention into a Company product, service or item of content, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, Employee agrees that Employee will not incorporate, or permit to be incorporated, Prior Inventions in any work without the Company’s prior written consent.

13.    Duty of Loyalty. While employed by the Company, Employee agrees that Employee will not engage in business activities, products, or services that are competitive with the Company Parties’ activities, products, business, or services, and that Employee will not usurp any Company Party business opportunity, without the express prior written consent of the Company. Employee further agrees to faithfully render Employee’s services to the Company and to devote Employee’s best efforts, ability, skill, and attention, in good faith, to the Company’s business while employed by the Company.

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14.    Business Opportunities. Employee agrees that so long as Employee is employed by the Company or any of its Affiliates or is bound by a non-compete obligation in favor of the Company or any of its Affiliates, Employee shall (i) refer to the Company all investment, acquisition, licensing or similar opportunities that involve a competing business or otherwise reasonably relate to the actual or anticipated business activities of the Company or its subsidiaries, (ii) use commercially reasonable efforts to allow the Company or one of its subsidiaries to pursue any such opportunity for the benefit of the Company or one of its subsidiaries, and (iii) without the prior written consent of the Board, refrain from pursuing any such opportunity for the benefit of Employee or refer any such opportunity to any other person.

15.    Cessation of Payments; Clawback. Employee hereby acknowledges and agrees that Employee will be entitled to the payments and benefits provided for in Section 6.5(c) of this Agreement that would otherwise be payable to Employee in accordance with its terms only if Employee does not breach any of the provisions set forth in this Agreement at any time. In the event Employee breaches any of the provisions of this Agreement, Employee shall be required to return any payments and the value of any benefits theretofore made or provided to Employee under Section 6.5(c) of this Agreement.

16.    Notice to Future Employers. Employee agrees to provide to any subsequent, anticipated, and/or contemplated employer prior to beginning employment notice of the restrictive covenants contained in this Agreement. This requirement shall cease only after the expiration of the Prohibited Term or Non-Compete Prohibited Term, as applicable, and/or as required by law to expire. During the Prohibited Term and Non-Compete Prohibited Term, as applicable, Employee authorizes the Company to provide notice of the restrictive covenants contained in this Agreement to third parties, including but not limited to, Employee’s subsequent, anticipated, and/or contemplated future employers.

17.    Assignability. All of Employee’s obligations under this Agreement shall be binding upon Employee’s heirs, assigns, and legal representatives. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company shall have the right to assign this Agreement to any Company Party or to any successor or assignee of all or substantially all of the business or assets of the Company. This Agreement is personal to Employee, and Employee shall not have the right to assign this Agreement without the express written consent of the Company, and any attempted assignment in violation thereof shall be invalid and ineffective against the Company.

18.    Obligations Survive Termination Of Employment. Any termination of Employee’s employment with the Company shall not impair or relieve Employee of Employee’s obligations hereunder that otherwise survive the termination of this Agreement pursuant to their respective terms or by their nature.

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19.    Governing Law and Forum Selection. This Agreement shall be deemed to have been made and entered into in the State of Texas and shall be construed and enforced in accordance with the laws of the State of Texas, without regard to the conflicts of laws provisions therein. Employee acknowledges that this Agreement shall conclusively be presumed to be a significant, material and reasonable relationship with the State of Texas and it shall be enforced whether or not there are other relationships with the State of Texas. To the extent that any dispute, controversy, or claim under this Agreement arises that is not subject to Arbitration pursuant to Section 26 of this Agreement (“Claim”) or a party breaches Section 26 of this Agreement, the parties agree that the exclusive venue and jurisdiction with respect to any such Claim or dispute shall be in either the state courts located in Dallas County, Texas, or the federal courts of the Northern District of Texas, Dallas Division. Employee indicates that Employee has in fact been represented by counsel of Employee’s choice and received advice from such counsel in entering this Agreement, including this Section 19. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING UNDER SECTION 19 IN TEXAS AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES ACKNOWLEDGE THAT TEXAS HAS PERSONAL JURISDICTION OVER THEM AND THAT THEY SHALL NOT CHALLENGE PERSONAL JURISDICTION IN ANY ACTION OR ARBITRATION BROUGHT IN THOSE FORUMS AS APPLICABLE PURSUANT TO THIS AGREEMENT.

20.    Severability. The Parties believe that the restrictions and covenants in this Agreement are, under the circumstances, reasonable and enforceable. However, if any one or more of the restrictions, covenants, or provisions contained in this Agreement shall, for any reason under the law as it shall then be construed, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other restriction, covenant, or provision of this Agreement. In such an instance, this Agreement shall be construed as if such invalid, illegal, or unenforceable restriction, covenant, or provision had never been contained herein. Additionally, if any one or more of the restrictions, covenants, or provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

21.    Remedy. Employee acknowledges that the covenants specified in Sections 7-14 contain reasonable limitations as to time, geographic area, and scope of activities to be restricted, and that such promises do not impose a greater restraint on Employee than is necessary to protect the goodwill, Confidential Information, customer and employee relations, and other legitimate business interests of the Company. Employee also acknowledges and agrees that any violation of the restrictive covenants set forth in Sections 7-14 would bestow an unfair competitive advantage upon any Person which might benefit from such violation, in part because of the special, unique, unusual, extraordinary, and intellectual character of the services provided by Employee which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages, and would necessarily result in substantial and irreparable damage and loss to the Company. Accordingly, in the event of a breach or a threatened breach by Employee of Sections 7-14 of this Agreement, the Company shall have grounds to terminate the employment of Employee and will therefore be entitled to cease salary, benefits, and any and all remaining contingent future payments to Employee that have not already vested. The Company also shall be entitled to seek an injunction restraining Employee from such breach or threatened breach in Court or arbitration. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Employee. In the event that the Company should seek an injunction, Employee waives any requirements that the Company post a bond or any other security.

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22.    Independent Covenants. The covenants specified in Sections 7-16 are intended by each Party hereto to be, and shall be construed as, agreements independent of each other and of any other agreement between the Parties, and the existence of any claim or cause of action of Employee or any of Employee’s affiliates against the Company, whether predicated on this Agreement or any other agreement between Employee and a Company Party, shall not constitute a defense to the enforcement by the Company of such covenants.

23.    Blue-Pencil; Modification; Enforcement. If a court holds that the duration, scope or area restrictions in Sections 7-11 are unenforceable, the maximum duration, scope or area enforceable shall be substituted, or, if such substitution is not permissible by law, only the unenforceable or unlawful portion should be stricken and all remaining portions should remain enforceable. Because Employee’s services are unique and Employee has access to Confidential Information, in the event of a breach or a threatened breach by Employee of any of Sections 7-11, the Parties acknowledge and agree that the Company and other Company Parties would suffer irreparable and continuing harm for which money damages would be an inadequate remedy. Accordingly, in addition and supplementary to all other rights and remedies that may be available, the Company Parties shall be entitled to specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of this Agreement (without posting a bond or security, if permitted by applicable law, and without proof of monetary damages or an inadequate remedy at law). In addition, (i) the Prohibited Term and Non-Compete Prohibited Term shall be tolled until the activity causing a breach of any of Sections 7-11 has been stopped, and (ii) the Company Parties shall be entitled to recover from Employee all profit Employee gains from such breach or violation in addition to any damages that the Company Parties suffer. Employee acknowledges and agrees that the Company Parties may exercise any of the foregoing remedies concurrently, independently or successively. Employee acknowledges that the restrictions contained in Sections 7-11 are reasonable.

24.    Amendments or Modifications; Waiver. **** No amendments or modifications to this Agreement shall be binding on any of the Parties, unless such amendment or modification is in writing and executed by all of the Parties to this Agreement. No term, provision, or clause of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and executed by Employee and on behalf of the Company. No delay or course of dealing by a Party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of any right, power, or remedy of that Party, except to the extent expressly manifested in such a writing. The failure at any time of either Party to require performance by the other Party of any provision of this Agreement will in no way affect the Party’s right thereafter to enforce the provision or this Agreement. In addition, the waiver by a Party of a breach of any provision of this Agreement will not constitute a waiver of any succeeding breach of the provision or a waiver of the provision itself.

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25.    Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered personally or actually received, as of the date received, (b) if delivered by certified mail, return receipt requested, five (5) business days after being mailed or, if earlier, the actual date of receipt evidenced by the written receipt, (c) if delivered by a nationally recognized overnight delivery service, one (1) business day after being deposited with such delivery service for next business day delivery, or (d) if sent via electronic mail in portable document format (.pdf) or similar electronic transmission with proof of receipt and a hard copy to follow by first class mail or overnight delivery, as of the date received, to such Party at its address set forth below (or such other address as it may from time to time designate in writing to the other Parties hereto):

If to Company:

CID Resources, Inc.

c/o Superior Group of Companies, Inc.

200 Central Ave.

Suite 2000

St. Petersburg, Florida 33701

Attn: President

email: mkoempel@sgc.inc

With copy to:

Superior Group of Companies, Inc.

200 Central Ave.

Suite 2000

St. Petersburg, Florida 33701

Attn: Chief Legal Officer

email: SGC-Legal@superiorgroupofcompanies.com

If to Employee:

Christopher Heyn

[***]

[***]

email: [***]

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26.    WAIVER OF JURY TRIAL; ARBITRATION; MEDIATION; WAIVER OF CLASS AND COLLECTIVE CLAIMS.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement, Employee’s employment by the Company or Employee’s compensation and benefits shall be settled exclusively by final and binding arbitration in St. Petersburg, Florida by an arbitrator in accordance with the Comprehensive Rules of Judicial Arbitration & Mediation Service, Inc. (“JAMS”) in effect at the time of submission to arbitration. The rules can be found at https://www.jamsadr.com/rules-comprehensive-arbitration/.

The following claims are excluded from this arbitration provision: claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, workers’ compensation claims under applicable workers’ compensation laws, Employment Development Department claims, ERISA claims covered by an ERISA plan with a dispute resolution provision, or any other claims that are non-arbitrable under applicable state or federal law. Nothing herein shall prevent Employee from filing and pursuing proceedings before the Department of Fair Employment and Housing, the Division of Labor Standards Enforcement, or the United States Equal Employment Opportunity Commission (although if Employee chooses to pursue a claim following the exhaustion of such remedies, that claim would be subject to the provisions of this Agreement).

The statutes of limitations otherwise applicable under law shall apply to all Claims made in arbitration. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The arbitration shall be conducted in a procedurally fair manner by a mutually agreed upon neutral arbitrator selected in accordance with the applicable JAMS rules (“Rules”) or if none can be mutually agreed upon, then by one arbitrator appointed pursuant to the Rules; the arbitration shall be conducted confidentially in accordance with the Rules unless provided otherwise by applicable law; the arbitration fees shall be paid by the Company; each party shall have the right to conduct reasonable discovery including depositions, requests for production of documents and such other discovery as permitted under the Rules or ordered by the arbitrator; the arbitrator shall have the authority to award any damages authorized by law for the claims presented, excluding punitive damages, and the arbitrator shall award to the prevailing party its/his (whichever the case may be) attorneys’ fees and related costs; the decision of the arbitrator shall be final and binding on all parties and shall be the exclusive remedy of the parties; and the award shall be in writing in accordance with the Rules, and shall be subject to judicial enforcement and review in accordance with applicable law.

Notwithstanding the foregoing of this Section 26, each of the parties agrees that prior to commencing any claims for breach of this Agreement (except to pursue injunctive relief) to submit, for a period of sixty (60) days, to voluntary mediation in St. Petersburg, Florida before a jointly selected neutral third party mediator under the auspices of JAMS, Miami, Florida, Resolutions Center (or any successor location), pursuant to the procedures of JAMS Mediation Rules conducted in the State of Florida (however, such mediation or obligation to mediate shall not suspend or otherwise delay any termination or other action of the Company or affect the Company’s other rights.)

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WAIVER OF CLASS AND COLLECTIVE CLAIMS. THE PARTIES AGREE THAT ALL CLAIMS WILL BE ARBITRATED (OR LITIGATED, IF APPLICABLE) ONLY ON AN INDIVIDUAL BASIS, AND THAT BOTH PARTIES WAIVE THE RIGHT TO BRING, PARTICIPATE IN, JOIN, OR RECEIVE MONEY OR ANY OTHER RELIEF FROM ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. NO PARTY MAY BRING A CLAIM ON BEHALF OF OTHER INDIVIDUALS (WHETHER IN ARBITRATION OR IN COURT), AND AN ARBITRATOR MAY NOT (AND EMPLOYEE MAY NOT ASK A COURT TO): (I) COMBINE MORE THAN ONE INDIVIDUAL’S CLAIM OR CLAIMS INTO A SINGLE CASE; (II) PARTICIPATE IN OR FACILITATE NOTIFICATION OF OTHERS OF POTENTIAL CLAIMS; OR (III) ARBITRATE (OR LITIGATE) ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

27.    Entire Agreement. This Agreement represents the entire agreement between the Parties and supersedes any and all other prior oral or written agreements, proposals, representations, communications, and/or understandings between Employee and the Company related to the subject matter of this Agreement, and Employee has not relied upon any representation that is not expressly set forth in this Agreement.

28.    Counterparts; Electronic Signatures; Effectiveness. This Agreement may be executed in one or more counterpart signature pages, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, which shall be binding upon all of the Parties hereto notwithstanding the fact that all Parties are not signatory to the same counterpart. The exchange and delivery of executed copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature and shall be binding for all purposes hereof. A Party’s receipt of an electronic copy of a signature page to this Agreement shall be treated as the Party’s receipt of an original signature page. Alternatively, an electronic signature (whether digital or encrypted, such as one transmitted via DocuSign) shall be effective to bind the Party that transmitted the signature to the same extent as would a handwritten signature.

29.    Tax Provisions.

29.1.    The Company will have no obligation to Employee or any other Person entitled to payment or benefits under this Agreement with respect to any tax obligation Employee or such other Person incurs as a result of or attributable to this Agreement or arising from any payments made or to be made under this Agreement.

29.2.    The Company shall have the right to deduct from any payment made to Employee any amount required to be withheld for any federal, state or local income, employment or other taxes. In the event the Company does not make such deductions or withholdings, Employee shall indemnify the Company for any amounts paid with respect to any such taxes, together (if such failure to withhold was at the written direction of Employee or if Employee was informed that such deductions or withholdings were not made) with any interest, penalties and related expenses thereto.

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29.3.    409A Provisions.

(a)         The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

(b)         For purposes of determining Employee’s entitlement to any compensation payable upon Employee’s termination of employment with the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise exempt from the requirements of Section 409A of the Internal Revenue Code shall not be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit.

(c)         Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar year.

(d)         To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of the year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(e)         Employee’s right to receive any installment payments under this Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (f)         Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

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29.4.    280G Provisions. Notwithstanding anything to the contrary herein, if any of the payments or benefits received or to be received by Employee from the Company under this Agreement or under any other arrangement or agreement or otherwise, shall constitute “parachute payments” under Section 280G of the Code (the “280G Payments”), and would but for this Section 28.4 be subject to the excise tax under Section 4999 of the Code, then a calculation shall be made comparing (a) the Net Benefit (as defined below) to Employee of the 280G Payments after payment of the excise tax, to (b) the Net Benefit to Employee if the 280G Payments are reduced to the extent necessary to avoid the imposition of the excise tax to any portion of the payment. If the amount calculated under (a) is less than (b), then the payments pursuant to this Agreement and any other arrangement or agreement pursuant to which 280G Payments are made to Employee will be reduced to the extent necessary to avoid the imposition of the excise tax to any portion of the 280G Payments. For purposes of this Section 29.4, “Net Benefit” shall mean the present value (using appropriate discount rates pursuant to Section 280G of the Code) of the 280G Payments net of all federal, state, local, or foreign income, employment and excise taxes. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c)”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “nonqualified deferred compensation” within the meaning of Section 409A and next with respect to payments that are nonqualified deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the determination. Any reduction made pursuant to this Section 29.4 shall be made in a manner reasonably determined by the Company to comply with Section 409A. Without limiting the generality of the foregoing, the Company and Employee shall cooperate in good faith in providing such documents and information as are required to make the determinations under this Section 29.4, and in valuing services to be provided by Employee (including, without limitation, Employee’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant). The Company shall retain an independent consulting and/or accounting firms to make the determinations pursuant to this Section 29.4, and the fees of such firm shall be borne by the Company. The Company’s determinations under this Section 29.4, in consultation with such firm, shall be final and binding on Employee.

30.    No Conflict: Representations and Warranties. Employee represents and warrants that (i) the information (written and oral) provided by Employee to the Company in connection with obtaining employment with the Company or in connection with Employee’s former employments, work history, circumstances of leaving former employments, and educational background, is true and complete, (ii) Employee has the legal capacity to execute and perform this Agreement, (iii) this Agreement is a valid and binding obligation of Employee enforceable against Employee, in accordance with its terms, (iv) Employee’s execution, delivery or performance of this Agreement will not conflict with or result in a breach of any agreement, understanding, order, judgment or other obligation to which Employee is a party or by which Employee may be bound, written or oral, and (v) Employee is not subject to or bound by any covenant against competition, non-disclosure or confidentiality obligation, or any other agreement, order, judgment or other obligation, written or oral, which would conflict with, restrict or limit the performance of the services to be provided by Employee pursuant to this Agreement. Employee agrees not to use, or disclose to anyone within the Company, at any time during Employee’s employment pursuant to this Agreement, any trade secrets or any confidential information of any other employer or other third party. Employee has provided to the Company a true copy of any non-competition or restrictive covenant obligation or agreement to which Employee may be subject.

31.    Cooperation. The Parties agree that certain matters in which Employee will be involved during Employee’s employment may necessitate Employee’s cooperation after the termination of Employee’s employment. Accordingly, following the termination of Employee’s employment for any reason, Employee shall reasonably cooperate, subject to Employee’s other personal and professional obligations, with the Company in connection with matters arising out of Employee’s services to the Company to the extent requested in writing by the Company; provided that, the Company shall reimburse Employee for reasonable expenses incurred in connection with such cooperation and the Company shall compensate the Employee at an hourly rate based on Employee’s Base Salary as of the date of Employee’s termination, to the extent permitted by law.

32.    Acknowledgements. Employee acknowledges that Employee has read and understands the provisions of this Agreement, that Employee has been given an opportunity for Employee’s legal counsel to review this Agreement, that Employee’s legal counsel has reviewed and advised Employee regarding this Agreement (including, but not limited to, its choice of law, venue, and forum provisions), that the provisions of this Agreement are reasonable, that Employee enters into this Agreement voluntarily without duress or pressure from the Company and with full knowledge and understanding of the contents, nature, and effect of this Agreement, and that Employee has received a copy of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the Effective Date.

EMPLOYEE:

______________________________

/s/ Christopher Heyn

Date Signed: ___________________

COMPANY:

CID RESOURCES, INC.

By: ___________________________

Name: _________________________

Title: __________________________

SUPERIOR GROUP OF COMPANIES, INC.

(only for the portions of this Agreement specifically applicable to it)

By: ___________________________

Name: _________________________

Title: __________________________

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Exhibit 1

Bonus Plan

Annual Incentive Bonus (including Super Bonus) Plan :

Employee shall be eligible to receive an Annual Incentive Bonus for each of the 2026, 2027, and 2028 fiscal years.

The structure of the Annual Incentive Bonus shall be as detailed in the below table, which is the table for the 2026 fiscal year. The EBITDA scale used for each fiscal year shall be determined annually in the sole discretion of the Company in accordance with the Company’s annual budget process. The scale likely will differ each year.

Achievement of the Annual Incentive Bonus is non-discretionary and shall be paid to Employee regardless of personal performance. Any earned Annual Incentive Bonus shall be paid by no later than the payroll period that encompasses March 15^th^ in the year after the fiscal year to which it relates.

Annual Incentive Bonus – FY2026 Table:

EBITDA % Achieved EBITDA $ Achieved Bonus as a % of Base Salary Bonus Amount ^(1)^ Super Bonus Amount Total Annual Incentive Bonus
Floor 90% $[***] [***]% $[***] $[***] $[***]
95% $[***] [***]% $[***] $[***] $[***]
Budget 100% $[***] [***]% $[***] $[***] $[***]
105% $[***] [***]% $[***] $[***] $[***]
110% $[***] [***]% $[***] $[***] $[***]
115% $[***] [***]% $[***] $[***] $[***]
120% $[***] [***]% $[***] $[***] $[***]
125% $[***] [***]% $[***] $[***] $[***]
130% $[***] [***]% $[***] $[***] $[***]
135% $[***] [***]% $[***] $[***] $[***]
140% $[***] [***]% $[***] $[***] $[***]
145% $[***] [***]% $[***] $[***] $[***]
150% $[***] [***]% $[***] $[***] $[***]
155% $[***] [***]% $[***] $[***] $[***]
160% $[***] [***]% $[***] $[***] $[***]
165% $[***] [***]% $[***] $[***] $[***]
170% $[***] [***]% $[***] $[***] $[***]
175%^(2)^ $[***] [***]% $[***] $[***] $[***]

^(1)^ The amount of the Annual Incentive Bonus shall be prorated if the amount of the applicable EBITDA is between levels shown in the table.

^(2)^ The 175% EBITDA level is the maximum achievable amount for the Annual Incentive Bonus plan.

The Company and/or SGC shall have complete discretion to set and/or adjust the components of the Annual Incentive Bonus for each fiscal year, including, without limitation, the EBITDA floor, EBITDA budget, and other EBITDA levels.

Employee must be employed by the Company at the time bonuses are paid to senior management of SGC in order to be eligible to receive the Annual Incentive Bonus.

Employee’s Annual Incentive Bonus for the 2026 fiscal year shall be the greater of (a) the amount of the Annual Incentive Bonus earned for 2026 prorated for the number of days in 2026 that Employee was employed with the Company, or (b) $[***] (which is the amount of the bonus at 100% EBITDA budget achievement for the 2026 fiscal year) prorated for the number of days in 2026 that Employee was employed with the Company.

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Long-Term Incentive Bonus Plan :

Employee shall be eligible to receive a Long-Term Incentive Bonus upon the earlier of (a) the Company’s fiscal year 2028 EBITDA reaching a certain amount, or (b) [***].

If the Long-Term Incentive Bonus is triggered due to condition (a) having been satisfied, Employee shall receive a payment in an amount according to the following formula:

Year 2028 EBITDA x Multiple x Long-Term Incentive Bonus %

The range of the Multiple shall be from [***] to [***], inclusive. The range of the Long-Term Incentive Bonus % shall be from [***]% to [***]%, inclusive. The Multiple and Long-Term Incentive Bonus % shall be prorated between Levels 1 and 2 and Levels 2 and 3 based on the amount of the Year 2028 EBITDA. If Year 2028 EBITDA exceeds Level 3 (which is $[***]) but is equal to or less than $[***], the applicable Multiple shall be [***] and the applicable Long-Term Incentive Bonus % shall be [***]%. No Long-Term Incentive Bonus will be paid for Year 2028 EBITDA in excess of $[***]. Stated otherwise, in no event shall Employee receive more than $[***] under condition (a) of the Long-Term Incentive Bonus Plan.

The following table illustrates how condition (a) of the Long-Term Incentive Bonus operates:

Year 2028 EBITDA Multiple Long-Term Incentive Bonus % Long-Term Incentive Bonus Payout
Level 1 (Floor) $[***] [***] [***]% $[***]
Level 2 $[***] [***] [***]% $[***]
Level 3 $[***] [***] [***]% $[***]
Level 4 (Maximum) $[***] [***] [***]% $[***]

22

If the Long-Term Incentive Bonus is triggered due to condition (b) having been satisfied, Employee shall receive a payment in an amount according to the following formula:

[***] x Long-Term Incentive Bonus %

The range of the Long-Term Incentive Bonus % shall be from [***]% to [***]%, inclusive. The Long-Term Incentive Bonus % shall be prorated between Levels 1 and 2, Levels 2 and 3, and Levels 3 and 4 based on the amount of [***]. No Long-Term Incentive Bonus will be paid for [***] in excess of $[***]. Stated otherwise, in no event shall Employee receive more than $[***] under condition (b) of the Long-Term Incentive Bonus Plan.

If [***] on or before December 31, 2028, Employee shall be entitled to receive a Long-Term Incentive Bonus of at least $[***], regardless of the actual amount of the [***].

The following table illustrates how condition (b) of the Long-Term Incentive Bonus operates:

Illustrative [***] Long-Term Incentive Bonus % Illustrative Long-Term Incentive Bonus Payout
Level 1 (Floor) $[***] [***]% $[***]
Level 2 $[***] [***]% $[***]
Level 3 $[***] [***]% $[***]
Level 4 (Maximum) $[***] [***]% $[***]

23

The Company and/or SGC shall have complete discretion as to all [***] decisions, including, without limitation, whether to [***].

Employee may earn only one of components (a) and (b). Additionally, the Long-Term Incentive Bonus may be earned only once.

If Employee’s employment with the Company is terminated for any reason prior to Employee receiving the Long-Term Incentive Bonus (including by reason of death, disability, retirement, resignation for any reason or termination by the Company or one of its Affiliates for any reason (whether with or without cause)), then any right to receive any or all of the Long-Term Incentive Bonus shall be forfeited simultaneously with the employment termination.

*         *         *

The EBITDA floor, EBITDA budget, and other EBITDA levels may be adjusted by the Company or SGC to reflect the EBITDA associated with acquisitions, [***], and/or similar transactions affecting the Healthcare Apparel segment.

Bonus Plan – Definitions :

“Healthcare Apparel segment” shall mean the Healthcare Apparel segment as defined in SGC’s financial statements filed with the Securities and Exchange Commission (“SEC”). It colloquially is referred to as the combination of SGC’s Fashion Seal Healthcare and CID divisions.

For purposes of the Annual Incentive Bonus, “EBITDA” shall mean the earnings before interest, taxes, depreciation, and amortization (EBITDA) of the Healthcare Apparel segment as reported in SGC’s financial statements filed with the SEC, plus the accrual, if any, for the bonus expense associated with the Healthcare Apparel segment.

For purposes of the Long-Term Incentive Bonus, “EBITDA” shall mean the earnings before interest, taxes, depreciation, and amortization (EBITDA) of the Healthcare Apparel segment as reported in SGC’s financial statements filed with the SEC, plus the accrual, if any, for Employee’s Long-Term Incentive Bonus.

[***]22461987v3

means the [***] that SGC receives [***] as shown in SGC’s financial statements filed with the SEC, less [***].

24

ex_936066.htm

Exhibit 31.1

CERTIFICATIONS

I, Michael Benstock, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of Superior Group of Companies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2026

/s/ Michael Benstock

Michael Benstock

Chief Executive Officer

(Principal Executive Officer)

ex_936067.htm

Exhibit 31.2

CERTIFICATIONS

I, Michael Koempel, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of Superior Group of Companies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2026
/s/ Michael Koempel
Michael Koempel<br><br> <br>President & Chief Financial Officer<br><br> <br>(Principal Financial Officer)

ex_936068.htm

Exhibit 32

Written Statement of the Chief Executive Officer and the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Superior Group of Companies, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Benstock

Michael Benstock

Chief Executive Officer

(Principal Executive Officer)

Date: May 4, 2026

/s/ Michael Koempel

Michael Koempel

President & Chief Financial Officer

(Principal Financial Officer)

Date: May 4, 2026

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