SUPERIOR GROUP OF COMPANIES, INC. 10-Q

ITEM 5. Other Information On May 1, 2024 , the Compensation Committee approved the Company entering into a grant of 125,000 and 75,000 performance shares to Michael Benstock and Michael Koempel , respectively, under the 2022 Equity Incentive and Awards Plan. The performance shares agreements were executed on May 6, 2024. Each performance share represents a contingent right to receive one share of common stock. The performance shares will vest if, in each case and during a four -year performance period beginning on January 1, 2024, subject to additional requirements, the average closing price of the Company’s common stock over a rolling thirty ( 30 ) day period equals or exceeds the closing share price on May 10, 2024 by 115%, 130%, and 150% and the executive is still employed by the Company twelve ( 12 ) months after the applicable stock price condition has been satisfied. Mr. Koempel’s agreement provides protection for termination without Cause and for resignation for Good Reason during the period after the per share price has been satisfied. The fair value of the shares, yet to be determined, will be amortized across the performance period based on a Monte Carlo valuation model. 27 ITEM 6. Exhibits Exhibit No. Description 10.1†* Performance Shares Agreement, dated May 6, 2024, granted to Michael Benstock 10.2†* Performance Shares Agreement, dated May 6, 2024, granted to Michael Koempel 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). † Management contracts and compensatory plans and arrangements. * Filed herewith. **Furnished herewith. + Submitted electronically herewith. 28 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 7, 2024 SUPERIOR GROUP OF COMPANIES, INC. By /s/ Michael Benstock Michael Benstock Chief Executive Officer (Principal Executive Officer) Date: May 7, 2024 By /s/ Michael Koempel Michael Koempel Chief Financial Officer (Principal Financial Officer) 29