Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the quarter ended June 30, 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 June 30, 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)
April 1, 2026 to April 30, 2026
-
$
-
-
May 1, 2026 to May 31, 2026
7,353
11.54
7,353
June 1, 2026 to June 30, 2026
-
-
-
Total
7,353
$
11.54
7,353
$
9,311,902
(1)
For the three months ended June 30, 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.
(2)
The above table excludes 4,660 shares withheld for taxes and 1,500 forfeited shares, both of which are included in common shares repurchased and retired in the statements of shareholders' equity.
(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.
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