SUPERIOR GROUP OF COMPANIES INC

On* May 1, 2024,the Compensation Committeeapproved the Company entering into a grant of125,000* and75,000 performance shares toMichael Benstock andMichael Koempel, respectively, under the2022 Equity Incentive and Awards Plan. The performance shares agreements were executed on* May 6, 2024.Each performance share represents a contingent right to receiveone* share of common stock. The performance shares will vest if, in each case and during afour-year performance period beginning on* January 1, 2024,subject to additional requirements, the average closing price of the Company’s common stock over a rollingthirty* (30) day period equals or exceeds the closing share price on* May 10, 2024by115%,* 130%, and150% and the executive is still employed by the Companytwelve (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.

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