8-K - SGC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2026

Superior Group of Companies, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-05869	11-1385670
(State or other jurisdiction<br> of incorporation)	(Commission<br> File Number)	(IRS Employer<br> Identification No.)
200 Central Avenue, Suite 2000, St. Petersburg, Florida<br><br> <br>(Address of principal executive offices)		33701<br><br> <br>(Zip Code)

Registrant's telephone number including area code: (727) 397-9611

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SGC	NASDAQ

Item 2.02. Results of Operations and Financial Condition

The following information is being furnished under Item 2.02 of Form 8-K: Press release by Superior Group of Companies, Inc. (the “Company”) announcing its results of operations for the quarter ended December 31, 2025. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 7.01. Regulation FD Disclosure

On March 3, 2026, the Company posted an investor presentation on its website. A copy of this presentation is attached as Exhibit 99.2 to this Form 8-K.

The information furnished pursuant to Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed "filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.0l. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

99.1 Press Release, dated March 3, 2026

99.2 Investor Presentation, dated March 3, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

SUPERIOR GROUP OF COMPANIES, INC.<br><br> <br><br><br> <br><br><br> <br><br><br> <br>By: /s/ Michael Koempel<br><br> <br>Michael Koempel<br><br> <br>President & Chief Financial Officer

Date: March 3, 2026

ex_880700.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

SUPERIOR GROUP OF COMPANIES REPORTS FOURTH QUARTER 2025 RESULTS

– Total net sales of $146.6 million versus $145.4 million in prior year fourth quarter–
– Net income of $3.5 million versus $2.1 million in prior year fourth quarter–
– EBITDA of $8.6 million versus $7.3 million in prior year fourth quarter –
– Provides full-year outlook –

ST. PETERSBURG, Fla. – March 3, 2026 – Superior Group of Companies, Inc. (NASDAQ: SGC) (the “Company”), today announced its fourth quarter 2025 results.

“We finished the year with a solid fourth quarter, growing our consolidated revenues while simultaneously reducing expenses which resulted in 19% year-over-year EBITDA growth and earnings per share that nearly doubled,” said Michael Benstock, Chief Executive Officer. “In addition, our quarterly results again demonstrated the back-end weighted nature of our business, with 6% sequential top line growth and earnings per share up 28%. We’re pleased with our recent progress driving efficiencies and containing costs which will allow us to emerge from these uncertain times even stronger, and have today introduced our 2026 Outlook reflecting further growth anticipated for both revenue and EPS. This year we plan to expand our growing new business pipelines by capturing market share across our three attractive end markets with quality, innovative solutions, while leveraging our efficiencies and diverse supply base to further expand margins. Enabled by our strong balance sheet, returning capital to shareholders through our attractive dividend even while investing for future growth remains a pillar of our strategy in our quest to further enhance long-term shareholder value.”

Fourth Quarter Results

For the fourth quarter ended December 31, 2025, net sales increased to $146.6 million compared to fourth quarter 2024 net sales of $145.4 million. Pretax income increased to $4.1 million compared to $2.5 million in the fourth quarter of 2024. Net income increased to $3.5 million or $0.23 per diluted share compared to $2.1 million or $0.13 per diluted share for the fourth quarter of 2024.

2026 Full-Year Outlook

The Company forecasts full-year 2026 net sales in the range of $572 million to $585 million, up from 2025 net sales of $566.2 million, and forecasts full-year earnings per diluted share in the range of $0.54 to $0.66, up from $0.46 in 2025.

Webcast and Conference Call

The Company will host a webcast and conference call at 5:00 pm Eastern Time today. The live webcast and archived replay can be accessed in the investor relations section of the Company's website at https://ir.superiorgroupofcompanies.com/Presentations. Interested individuals may also join the teleconference by dialing 1-844-861-5505 for U.S. dialers and 1-412-317-6586 for International dialers. The Canadian Toll-Free number is 1-866-605-3852. Please ask to be joined to the Superior Group of Companies call. A telephone replay of the teleconference will be available through March 17, 2026. To access the replay, dial 1-855-669-9658 in the United States and Canada or 1-412-317-0088 from international locations. Please reference conference number 6514610 for replay access.

Disclosure Regarding Forward Looking Statements

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “potential,” or “plan” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements in this press release 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, including those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 entitled "Risk Factors". Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements made herein and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.

About Superior Group of Companies, Inc. (SGC):

Established in 1920, Superior Group of Companies is comprised of three attractive business segments each serving large, fragmented and growing addressable markets. Across Branded Products, Healthcare Apparel and Contact Centers, each segment enables businesses to create extraordinary brand engagement experiences for their customers and employees. SGC’s commitment to service, quality, advanced technology, and omnichannel commerce provides unparalleled competitive advantages. We are committed to enhancing shareholder value by continuing to pursue a combination of organic growth and strategic acquisitions. For more information, visit www.superiorgroupofcompanies.com.

Investor Relations Contact:

Investors@SuperiorGroupOfCompanies.com

Comparative figures are as follows:

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except shares and per share data)

	Three Months Ended December 31,				Years Ended December 31,
	2025		2024		2025		2024
Net sales	$	146,575	$	145,408	$	566,184	$	565,676
Costs and expenses:
Cost of goods sold		92,556		91,448		353,320		345,098
Selling and administrative expenses		48,620		50,020		199,475		199,926
Interest expense		1,270		1,461		5,143		6,358
		142,446		142,929		557,938		551,382
Income before income tax expense		4,129		2,479		8,246		14,294
Income tax expense, net		666		390		1,246		2,290
Net income	$	3,463	$	2,089	$	7,000	$	12,004
Net income per share:
Basic	$	0.24	$	0.13	$	0.47	$	0.75
Diluted	$	0.23	$	0.13	$	0.46	$	0.73
Weighted average shares outstanding during the period:
Basic		14,712,054		15,675,402		14,966,139		16,008,015
Diluted		15,021,942		16,250,792		15,322,094		16,504,384
Cash dividends per common share	$	0.14	$	0.14	$	0.56	$	0.56

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and par value data)


			2024
ASSETS
Current assets:
Cash and cash equivalents	23,691		$	18,766
Accounts receivable	104,336			95,092
Inventories	97,474			96,675
Contract assets	48,903			51,688
Prepaid expenses and other current assets	13,259			10,831
Total current assets	287,663			273,052
Property, plant and equipment, net	37,352			41,879
Operating lease right-of-use assets	12,620			15,567
Deferred tax asset	15,003			13,835
Intangible assets, net	47,254			51,137
Goodwill	2,583			2,304
Other assets	19,369			17,360
Total assets	421,844		$	415,134
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	48,343		$	50,942
Other current liabilities	53,041			44,367
Current portion of long-term debt	6,563			5,625
Current portion of acquisition-related contingent liabilities	-			814
Total current liabilities	107,947			101,748
Long-term debt	87,093			80,410
Long-term pension liability	15,010			13,315
Long-term acquisition-related contingent liabilities	826			935
Long-term operating lease liabilities	7,939			10,486
Other long-term liabilities	10,211			9,384
Total liabilities	229,026			216,278
Commitments and contingencies
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 - 15,730,615 and 16,484,921 shares, respectively	16			16
Additional paid-in capital	84,628			84,060
Retained earnings	112,871			120,139
Accumulated other comprehensive loss, net of tax	(4,697	)		(5,359	)
Total shareholders’ equity	192,818			198,856
Total liabilities and shareholders’ equity	421,844		$	415,134

All values are in US Dollars.

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Years Ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	7,000		$	12,004
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,355			13,185
Inventory write-downs		2,252			2,423
Credit loss expense		2,291			232
Share-based compensation expense		5,263			4,270
Deferred income tax benefit		(846	)		(1,581	)
Change in fair value of acquisition-related contingent liabilities		95			437
Non-cash operating lease expense		2,948			2,337
Change in fair value of written put options		-			653
Other, net		299			507
Changes in assets and liabilities, net of acquisition of businesses:
Accounts receivable		(10,757	)		7,977
Contract assets		3,045			(3,434	)
Inventories		(2,804	)		(1,031	)
Prepaid expenses and other current assets		(2,167	)		(2,375	)
Other assets		(2,076	)		(2,953	)
Accounts payable and other current liabilities		1,723			(403	)
Payment of acquisition-related contingent liabilities		(791	)		(686	)
Long-term pension liability		407			433
Other long-term liabilities		1,472			1,433
Net cash provided by operating activities		19,709			33,428
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(3,947	)		(4,435	)
Acquisition of business		-			(4,000	)
Net cash used in investing activities		(3,947	)		(8,435	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under revolving lines of credit		95,000			47,000
Payments under revolving lines of credit		(82,000	)		(50,000	)
Payment of term loan		(5,625	)		(4,687	)
Payment of cash dividends		(8,905	)		(9,284	)
Payment of acquisition-related contingent liabilities		(226	)		(897	)
Proceeds received on exercise of stock options		240			1,128
Shares withheld for taxes		(162	)		(317	)
Common shares repurchased and retired		(10,136	)		(7,417	)
Net cash used in financing activities		(11,814	)		(24,474	)
Effect of currency exchange rates on cash		977			(1,649	)
Net increase (decrease) in cash and cash equivalents		4,925			(1,130	)
Cash and cash equivalents balance, beginning of year		18,766			19,896
Cash and cash equivalents balance, end of year	$	23,691		$	18,766
Supplemental disclosure of cash flow information:
Income taxes paid (refunded), net	$	1,623		$	2,303
Interest paid	$	5,663		$	5,917

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands, except shares and per share data)

	Three Months Ended December 31,						Years Ended December 31,
	2025			2024			2025			2024
Net income	$	3,463		$	2,089		$	7,000		$	12,004
Interest expense		1,270			1,461			5,143			6,358
Income tax expense, net		666			390			1,246			2,290
Depreciation and amortization		3,198			3,313			12,355			13,185
Intangible assets impairment charge		-			-			-			260
EBITDA(2)	$	8,597		$	7,253		$	25,744		$	34,097
EBITDA margin(2)		5.9	%		5.0	%		4.5	%		6.0	%

(2) EBITDA, which is a non-GAAP financial measure, is defined as net income excluding interest expense, income tax expense, depreciation and amortization expense and impairment charges. EBITDA margin is defined as EBITDA divided by net sales. 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 and impairment charges). 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 presentation of the Company’s EBITDA may change from time to time, including as a result of changed business conditions, new accounting pronouncements or otherwise. If the presentation changes, the Company undertakes to disclose any change between periods and the reasons underlying that change. 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.

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION - REPORTABLE SEGMENTS

(Unaudited)

(In thousands)

	Branded Products		Healthcare Apparel		Contact Centers		Intersegment Eliminations			Other			Total
For the Three Months Ended December 31, 2025:
Net sales	$	96,918	$	28,830	$	21,654	$	(827	)	$	-		$	146,575
Cost of goods sold		63,538		19,143		10,263		(388	)		-			92,556
Gross margin		33,380		9,687		11,391		(439	)		-			54,019
Selling and administrative expenses		23,714		10,167		9,569		(439	)		5,609			48,620
Add: Depreciation and amortization		1,366		1,120		628		-			84			3,198
Segment EBITDA(3)	$	11,032	$	640	$	2,450	$	-		$	(5,525	)	$	8,597
	Branded Products		Healthcare Apparel		Contact Centers		Intersegment Eliminations			Other			Total
For the Three Months Ended December 31, 2024:
Net sales	$	92,403	$	30,337	$	23,527	$	(859	)	$	-		$	145,408
Cost of goods sold		61,057		20,110		10,667		(386	)		-			91,448
Gross margin		31,346		10,227		12,860		(473	)		-			53,960
Selling and administrative expenses		23,898		10,218		10,563		(473	)		5,814			50,020
Add: Depreciation and amortization		1,435		1,055		722		-			101			3,313
Intangible assets impairment charge		-		-		-		-			-			-
Segment EBITDA(3)	$	8,883	$	1,064	$	3,019	$	-		$	(5,713	)	$	7,253

(3) Segment EBITDA is our primary measure of segment profitability under U.S. GAAP ASC 280 “Segment Reporting”. Amounts included in income before income tax expense and excluded from Segment Adjusted EBITDA include: interest expense, depreciation and amortization expense, impairment charges and any other items not tied to the operational performance of the segment. Total Segment EBITDA is a non-GAAP financial measure. Please see reconciliation of Adjusted EBITDA included in the Non-GAAP Financial Measures table above.

SUPERIOR GROUP OF COMPANIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION - REPORTABLE SEGMENTS

(Unaudited)

(In thousands)

	Branded Products		Healthcare Apparel		Contact Centers		Intersegment Eliminations			Other			Total
For the Year Ended December 31, 2025:
Net sales	$	361,134	$	115,866	$	92,520	$	(3,336	)	$	-		$	566,184
Cost of goods sold		237,422		73,904		43,540		(1,546	)		-			353,320
Gross margin		123,712		41,962		48,980		(1,790	)		-			212,864
Selling and administrative expenses		96,067		39,550		42,385		(1,790	)		23,263			199,475
Add: Depreciation and amortization		5,637		3,718		2,650		-			350			12,355
Segment EBITDA(3)	$	33,282	$	6,130	$	9,245	$	-		$	(22,913	)	$	25,744
	Branded Products		Healthcare Apparel		Contact Centers		Intersegment Eliminations			Other			Total
For the Year Ended December 31, 2024:
Net sales	$	353,314	$	119,191	$	96,949	$	(3,778	)	$	-		$	565,676
Cost of goods sold		228,591		73,445		44,742		(1,680	)		-			345,098
Gross margin		124,723		45,746		52,207		(2,098	)		-			220,578
Selling and administrative expenses		94,384		41,149		42,999		(2,098	)		23,492			199,926
Add: Depreciation and amortization		5,948		3,892		2,968		-			377			13,185
Intangible assets impairment charge		-		260		-		-			-			260
Segment EBITDA(3)	$	36,287	$	8,749	$	12,176	$	-		$	(23,115	)	$	34,097

Image Exhibit

Exhibit 99.2