Welcome to our dedicated page for HF Foods Group SEC filings (Ticker: HFFG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
HF Foods Group Inc. filings document the company’s Nasdaq-listed common stock, U.S. foodservice distribution business, operating results, and financing arrangements. Form 8-K reports furnish quarterly and annual results and record material agreements, including amendments to an asset-secured revolving credit facility involving operating subsidiaries and guarantors.
Proxy and governance filings cover board composition, annual meeting matters, executive compensation, equity incentive plan matters, and leadership changes. The filing record also documents registered securities, public-company governance, and financial reporting events related to the company’s distribution operations.
HF Foods Group Inc. (HFFG) completed the acquisition of Searay Foods Inc. and Morgan Foods Inc. on August 31, 2026, purchasing 100% of their equity interests for a base price of CAD$47,921,740, equal to five times baseline Adjusted EBITDA of CAD$9,556,348 plus CAD$140,000.
The consideration consisted of CAD$38,365,392 in cash and 1,701,871 shares of HF Foods common stock issued at USD$4.00 per share, with additional contingent earnout payments tied to specified EBITDA targets over a two- to three-year period. Earnout payments are subordinated to the Buyer Entities’ credit facilities and accrue simple interest at SOFR plus 2% per annum if deferred. Lenders under HF Foods’ Credit Agreement consented to add Searay Canada and Morgan Foods as borrowers shortly after closing and released the Searay Acquisition Reserve. The transaction marks HF Foods’ first international expansion and, according to the company, is expected to be immediately accretive to margins and earnings per share, with Searay’s management team, led by incoming CEO Derick Ngan, continuing to run the business as a subsidiary.
HF Foods Group Inc. reported higher sales and a return to profitability for the quarter and six months ended June 30, 2026. Net revenue for the quarter rose to $323.8 million from $314.9 million, while net income attributable to HF Foods increased to $2.6 million (EPS $0.05) from $1.2 million. For the first half of 2026, net revenue reached $635.8 million and the company generated net income of $3.8 million, compared with a loss of $0.4 million a year earlier, helped by an employee retention credit, a $1.4 million gain on a Utah property sale, and an IEEPA tariff refund.
Gross margin compressed to 16.6% for the first half amid higher tariffs, though distribution, selling and administrative costs fell slightly as a percentage of revenue. Operating cash flow strengthened to $14.0 million, cash increased to $18.1 million, and the company had access to about $39.7 million under its revolving credit facility in addition to $77.1 million outstanding on the line of credit and $100.6 million of term debt.
Subsequent to quarter-end, HF Foods agreed to acquire 100% of Searay Foods Inc. and Morgan Foods Inc. for an aggregate base price of CAD$47.9 million (about US$35 million), payable in cash and 1,701,871 HF Foods shares, marking its first expansion into Canada. The company also upsized its asset-based revolver to $140.0 million and its term loans to $125.0 million. Management is executing a multi-year transformation program in centralized purchasing, fleet, digital systems and facilities. However, the company reports that disclosure controls and procedures were not effective as of June 30, 2026 due to material weaknesses in internal control over financial reporting.
HF Foods Group Inc. reported Q2 2026 and first-half 2026 results showing modest top-line growth and a sharp improvement in GAAP profitability. Net revenue for Q2 2026 was $323.8 million, up 2.8% from $314.9 million, driven mainly by higher volume and pricing in Seafood and Commodity, partly offset by lower Meat & Poultry prices. Gross profit was $55.0 million, essentially flat year over year, while gross margin declined to 17.0% from 17.5% due to incremental tariffs that began in Q3 2025, partially offset by IEEPA tariff refunds.
Profitability improved largely from non-operating items while core earnings were steady to slightly weaker. Q2 net income rose to $2.6 million from $0.5 million, helped by an employee retention credit of $1.8 million, about $1.1 million of IEEPA tariff refunds, and a favorable $1.4 million swing in interest rate swap fair value, partially offset by lower operating income. Adjusted EBITDA slipped 2.0% to $13.6 million in the quarter and was roughly flat year to date at $23.7 million. For the first six months of 2026, net revenue was $635.8 million, up 3.7%, and net income was $4.0 million versus a $1.0 million loss a year earlier. Operating cash flow increased to $14.0 million, and cash ended at $18.1 million with access to about $39.7 million under a $125.0 million line of credit. The company also highlighted an agreement to acquire Searay Foods in Canada, its first move outside the U.S., as part of its M&A-led growth strategy.
HF Foods Group Inc. entered into a Seventh Amendment to its Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and certain lenders. The amendment increases the asset-based revolving credit facility from $125 million to $140 million and refinances term loans, including an additional advance of approximately $40.1 million, resulting in aggregate outstanding term loans of $125 million. Revolving commitments now mature on July 29, 2031, and term loans mature on July 29, 2036.
Borrowings may be used for working capital, other general corporate purposes and permitted acquisitions, including an anticipated acquisition of Searay Foods Inc. The facility is secured by substantially all assets of the borrowers and guarantors and is subject to covenants including a minimum Fixed Charge Coverage Ratio of 1.10 to 1.00 and minimum availability of $12.5 million for one year, then $7.5 million thereafter. Interest is based on Term SOFR or a 30‑day SOFR-based rate plus an applicable margin, or on a CB Floating Rate less an applicable margin, with commitment fees on unused revolving commitments.
HF Foods Group Inc. agreed to acquire Searay Foods Inc. and related entities under a Securities Purchase Agreement signed on July 17, 2026. The buyer group will purchase 100% of the equity of Searay Canada and Morgan Foods, which will become wholly owned subsidiaries, for an aggregate base purchase price of CAD$47,921,740, equal to five times baseline Adjusted EBITDA of CAD$9,556,348 plus CAD$140,000. Consideration includes CAD$38,365,392 in cash, subject to post-closing adjustments, and 1,701,871 HF Foods common shares placed in escrow, plus EBITDA-based earnout payments over two to three years.
A related press release values the deal at approximately CAD$47.9 million (about US$35 million), or roughly 5.0x Searay’s 2025 Adjusted EBITDA of about CAD$9.6 million. Searay has delivered roughly 15% revenue compound annual growth from FY2019 to FY2024 and Normalized EBITDA margins of about 14–15%. The transaction marks HF Foods’ first international expansion into Canada and is expected to be accretive to Adjusted EBITDA, margins, and EPS, supporting a stated goal of expanding consolidated Adjusted EBITDA margin to 4.5%–5.0%+ over three to five years. Closing is expected in Q3 2026, no later than August 31, 2026, subject to customary conditions and regulatory approvals. Part of the consideration will be newly issued, unregistered HF Foods shares relying on Regulation S and Regulation D exemptions.
Taylor Jeffery L reported acquisition or exercise transactions in this Form 4 filing.
HF Foods Group Inc. reported that director Jeffery L. Taylor received an equity compensation grant in the form of restricted stock units tied to its common stock. The award covers 21,390 shares at no cash cost and is scheduled to vest on April 15, 2027. After this grant, Taylor’s directly held position reported in this filing is 43,774 shares of common stock, reflecting a routine, compensation-related increase rather than an open-market purchase.
HF Foods Group Inc. director Dennis Lam received an equity award of 21,390 shares of common stock in the form of restricted stock units. The award was granted at no cash cost per share and is classified as a grant or award acquisition.
These restricted stock units are scheduled to vest on April 15, 2027, meaning Lam will gain full ownership if the vesting conditions are met by that date. After this grant, Lam directly holds a total of 43,874 shares of HF Foods Group Inc. common stock.
Diaz Richard reported acquisition or exercise transactions in this Form 4 filing.
HF Foods Group Inc. director Richard Diaz received a grant of 21,390 shares of Common Stock in the form of restricted stock units. The grant was awarded at no cash purchase price and is scheduled to vest on April 15, 2027.
Following this equity award, Diaz directly holds 33,774 shares reported as Common Stock. This is a compensation-related grant rather than an open-market transaction, so it reflects ongoing equity-based pay for board service rather than a discretionary stock purchase or sale.
Brown Taylor S. reported acquisition or exercise transactions in this Form 4 filing.
HF Foods Group Inc. director Taylor S. Brown received a grant of 21,164 shares of common stock as a restricted stock unit award. The grant was recorded at a price of $0.00 per share, indicating it is compensation rather than an open-market purchase.
Following this award, Brown directly holds 21,164 shares of HF Foods Group common stock. The restricted stock units are scheduled to vest on April 15, 2027, meaning the shares become fully earned and transferable on that date if the vesting conditions are met.
HF Foods Group Inc. director Brown Taylor S. filed an amended initial statement of beneficial ownership of securities. The amendment reports no purchases, sales, exercises, gifts, tax withholdings, or other transactions, and shows no derivative positions or holding entries in this filing.