Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of 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 December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed 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. Internal control over financial reporting includes those policies and procedures that:
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; and
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
The Company’s independent registered public accounting firm, Grant Thornton LLP, has issued a report on the effectiveness of the Company’s internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K.
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Item 9B.
Other Information
During the quarter ended December 31, 2025 , no director or officer adopted or terminated a contract, instruction or written plan disclosable under Item 408 (a) of Regulation S-K.
On February 26, 2026, the Company entered into an amendment (the “Amendment”) with Michael Koempel to the employment agreement, dated as of February 13, 2024, by and between the Company and Mr. Koempel, in order to (i) reflect his title as President and Chief Financial Officer of the Company and (ii) to increase his base salary to $665,625 beginning on January 1, 2026.
The foregoing description of the Amendment is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the text of such document, which is attached hereto as Exhibit 10.31.1 and incorporated by reference herein. Except as described herein, all other terms of Mr. Koempel’s existing employment agreement with the Company and other compensatory arrangements, as described in the Company’s Current Report on Form 8 -K filed with the SEC on February 15, 2024, and in the Company’s definitive proxy statement for its 2025 Annual Meeting of Shareholders filed with the SEC on March 27, 2025, remain in full force and effect.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2026 Annual Meeting of Shareholders.
Item 11.
Executive Compensation
The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2026 Annual Meeting of Shareholders.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
The following table provides information about our common stock that may be issued upon the exercise of options, warrants, rights and restricted stock under all our existing equity compensation plans as of December 31, 2025:
Plan category
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights
(b) Weighted-average exercise price of outstanding options, warrants and rights
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
783,685
$
14.99
640,781
Equity compensation plans not approved by security holders
-
-
-
Total
783,685
640,781
All other information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2026 Annual Meeting of Shareholders.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2026 Annual Meeting of Shareholders.
Item 14.
Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2026 Annual Meeting of Shareholders.
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PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)(1)
Financial Statements. The following financial statements of Superior Group of Companies, Inc. are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
Notes to the Consolidated Financial Statements
(a)(2)
Financial Statement Schedules.
All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
(a)(3)
Exhibits.
See Exhibit Index
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SUPERIOR GROUP OF COMPANIES , INC.
EXHIBIT INDEX
Exhibit No.
Description
3.1
Amended and Restated Articles of Incorporation of Superior Group of Companies, Inc., as amended on May 3, 2018, filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
3.2
Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.2 to the Form 8-K filed on May 4, 2018 and incorporated herein by reference.
4.1
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference.
4.2
Form of Common Stock Certificate of Registrant, filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-249760) on October 30, 2020 and incorporated herein by reference.
4.3
Registration Rights Agreement, filed as Exhibit 4.9 to the Registrant’s Registration Statement on Form S-3 (File No. 333-249760) on October 30, 2020 and incorporated herein by reference.
10.1†
Form of Director/Officer Indemnification Agreement filed as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and incorporated herein by reference.
10.2
1994 Superior Surgical Mfg. Co., Inc. Supplemental Pension Plan as amended and restated on July 30, 2013 , filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 2, 2013 and incorporated herein by reference.
10.3
1994 Superior Surgical Mfg. Co., Inc. Supplemental Pension Plan as amended and restated on November 7, 2008, filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
10.4†
Severance Protection Agreement with Michael Benstock, dated November 23, 2005, filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on November 28, 2005 and incorporated herein by reference.
10.5†
2013 Incentive Stock and Awards Plan of the Registrant filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 7, 2013, and incorporated herein by reference.
10.6†
Form of Incentive Stock Option Agreement With Vesting Provisions , filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on May 7, 2013 and incorporated herein by reference.
10.7†
Form of Stock Appreciation Rights Agreement , filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed on May 7, 2013 and incorporated herein by reference.
10.8†
Form of Non-Qualified Stock Option Grant For Outside Directors , filed as Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed on May 7, 2013 and incorporated herein by reference.
10.9†
Form of Incentive Stock Option Agreement With Vesting Provisions , filed as Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed on May 7, 2013 and incorporated herein by reference.
10.10†
Form of Restricted Stock Agreement , filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 13, 2014 and incorporated herein by reference.
10.11†
Form of Performance Share Agreement, filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference.
10.12†
Form of Stock Appreciation Rights Agreement, filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and incorporated herein by reference.
10.13†
Superior Uniform Group, Inc. Deferred Compensation Plan , filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on August 2, 2013 and incorporated herein by reference.
10.14†
Superior Uniform Group, Inc. Trust Agreement , filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on August 2, 2013 and incorporated herein by reference.
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10.15†,#
Employment Agreement, effective July 1, 2021, between The Office Gurus, LLC and Dominic Leide, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.16†,#
Amendment, dated November 4, 2024, to Employment Agreement between The Office Gurus, LLC and Dominic Leide, filed as Exhibit 10.18.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
10.17†,#
Change in Control Agreement, made as of July 8, 2021, between Superior Group of Companies, Inc. and Jordan Alpert, filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.18†,#
Retention Agreement, made as of July 8, 2021, between Superior Group of Companies, Inc. and Jordan Alpert, filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.19†,#
Amended and Restated Performance Share Award, dated July 1, 2021, granted to Dominic Leide, filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.20†
Restricted Stock Award, dated July 8, 2021, granted to Jordan Alpert, filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.21†,#
Performance Share Award, dated July 1, 2021, granted to Jake Himelstein, filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.22†
Restricted Stock Award, dated July 1, 2021, granted to Jake Himelstein, filed as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.23†,#
Employment Agreement, effective July 1, 2021, between BAMKO, LLC and Jake Himelstein, filed as Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference.
10.23.1†, #
Amendment, dated November 4, 2024, to Employment Agreement between BAMKO, LLC and Jake Himelstein filed as Exhibit 10.27.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
10.24†
Superior Group of Companies, Inc. 2022 Equity Incentive and Awards Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 31, 2022.
10.25†
Form of Incentive Stock Option Agreement, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.
10.26†
Form of Non-Qualified Stock Option Grant For Outside Directors, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.
10.27†
Form of Restricted Stock Agreement, filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.
10.28†
Form of Performance Share Agreement, filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.
10.29†
Form of Stock Appreciation Rights Agreement, filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.
10.30
Credit Agreement, dated as of August 23, 2022, among Superior Group of Companies, Inc., the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as administrative agent for the Lenders filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 24, 2022, and incorporated herein by reference.
10.30.1
First Amendment to Credit Agreement, dated May 4, 2023, filed as Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference.
10.30.2
Second Amendment to Credit Agreement, dated March 7, 2025, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K and filed on March 11, 2025 and incorporated herein by reference.
10.31†
Employment Agreement, effective February 13, 2024, between Superior Group of Companies, Inc. and Michael Koempel, filed as Exhibit 10.1 to the Registrant’ s Current Report on Form 8-K filed on February 15, 2024, and incorporated herein by reference.
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10.31.1*,†,#
Amendment, effective February 26, 2026, to Employment Agreement between Superior Group of Companies, Inc. and Michael Koempel.
10.32†
Performance Share Award, dated May 6, 2024, granted to Michael Benstock, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference.
10.33†
Performance Share Award, dated May 6, 2024, granted to Michael Koempel, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference.
10.34†
Restricted Stock Award, dated November 4, 2024, granted to Dominic Leide, filed as Exhibit 10.38 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
10.35†
Restricted Stock Award, dated November 4, 2024, granted to Jake Himelstein, filed as Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
10.36†, #
Employment Agreement, effective May 13, 2022, between Superior Group of Companies, Inc. and Catherine Beldotti Donlan, filed as Exhibit 10.40 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
10.36.1†,#
Amendment, dated February 15, 2024, to Employment Agreement between Superior Group of Companies, Inc. and Catherine Beldotti Donlan, filed as Exhibit 10.40.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
10.37†,#
Performance Share Award, dated February 15, 2024, granted to Catherine Beldotti Donlan, filed as Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
10.38†
Employment Letter, dated February 13, 2024, between Superior Group of Companies, Inc. and Jordan Alpert, filed as Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
19.1
Superior Group of Companies, Inc. Insider Trading Policy.
21.1*
Subsidiaries of the Registrant.
23.1*
Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP
24.1*
Power of Attorney (included on the signature page hereto)
31.1*
Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of President & Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Written Statement of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**
Written Statement of President & Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
97.1†
Superior Group of Companies, Inc. Clawback Policy
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.
# Portions omitted in accordance with Item 601(b) of Regulation S-K.
* Filed herewith
** Furnished herewith
+ Submitted electronically with this Annual Report.
Item 16.
Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SUPERIOR GROUP OF COMPANIES, INC.
By:
/s/ Michael Benstock
Michael Benstock
Chief Executive Officer (Principal Executive Officer)
DATE: March 3, 2026
POWER OF ATTORNEY
BY THESE PRESENTS, each person whose signature appears below constitutes and appoints each of Michael Benstock, Michael Koempel and Jordan M. Alpert his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his or her substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Michael Benstock
Michael Benstock, March 3, 2026
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Michael Koempel
/s/ Loreen Spencer
Michael Koempel, March 3, 2026
Loreen Spencer, March 3, 2026
President & Chief Financial Officer
(Director)
(Principal Financial and Accounting Officer)
/s/ Andrew D. Demott, Jr
/s/ Susan Lattmann
Andrew D. Demott, Jr., March 3, 2026
Susan Lattman, March 3, 2026
(Director)
(Director)
/s/ Paul Mellini
/s/ Venita Fields
Paul Mellini, March 3, 2026
Venita Fields, March 3, 2026
(Director)
(Director)
/s/ Todd Siegel
Todd Siegel, March 3, 2026
(Director)
78