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. adopted a stockholder rights plan through a Preferred Stock Rights Agreement, issuing one Right for each outstanding common share to stockholders of record on June 22, 2026. Each Right lets the holder buy one one-thousandth of a share of Series AA Participating Preferred Stock at an exercise price of $9.55, subject to adjustment.
The Rights separate and become exercisable if a person or group acquires, or launches a tender or exchange offer to acquire, at least 15% of the common stock without board approval. If triggered, holders (other than the acquirer) can buy stock valued at twice the exercise price, and similar protection applies in certain merger or asset-sale scenarios. The Rights are redeemable by the company for $0.001 per Right and expire on June 10, 2027. The board states the plan is intended to address unreported group formation and unsolicited, nonpublic takeover efforts it views as contrary to stockholder interests.
HF Foods Group Inc. has adopted a limited duration stockholder rights plan and declared a dividend of one Right for each outstanding common share to stockholders of record as of June 22, 2026. The plan was approved after the Board received indications that parties may be accumulating stock and coordinating as a group to gain control without paying a control premium.
Under the plan, if any person, entity, or group acquires 15% or more of HF Foods’ outstanding common stock without Board approval, each Right (other than those of the triggering holder) will allow the purchase of common stock with a market value equal to twice the exercise price. The Rights Plan has a 364-day term and is set to expire on June 10, 2027, and does not prevent the Board from considering or accepting acquisition proposals it believes are in stockholders’ best interests.
HF Foods Group Inc. reported the results of its 2026 annual shareholder meeting. Quorum was strong, with 44,025,014 shares, or 82% of common stock entitled to vote as of April 15, 2026, present or represented by proxy.
Three of four director nominees were supported by more votes for than against, but Xi "Felix" Lin and Jeffery Taylor did not receive majority support. After a review under the Corporate Governance Guidelines, the board decided both should continue serving, citing an administrative error that prevented a significant stockholder from casting about 1.4 million intended "for" votes, as well as their experience and the company’s near-term goals. Shareholders ratified BDO USA, P.C. as independent registered public accounting firm with 42,711,453 votes for. However, the advisory say-on-pay proposal for 2025 executive compensation was not approved, with 19,545,712 votes for and 20,055,744 against. Investors supported holding future say-on-pay votes every year, with 26,643,323 votes favoring an annual frequency.
HF Foods Group Inc. President and CEO Lin Xi received a grant of 69,718 Performance Stock Units (PSUs), each linked to the issuer's Class A common stock. Each PSU represents a contingent right to receive between 1 and 1.5 shares of Class A common stock if specific conditions are met.
The PSUs are scheduled to vest on April 15, 2027, provided the company achieves defined revenue and adjusted EBITDA targets for the years ended December 31, 2024, 2025, and 2026. Following this grant, Lin Xi holds 69,718 PSUs directly, with no exercise price and no immediate cash transaction.
Chang Christine reported acquisition or exercise transactions in this Form 4 filing.
HF Foods Group Inc. Chief Administrative Officer Christine Chang received a grant of 52,817 Performance Stock Units. Each PSU represents a contingent right to receive 1 to 1.5 shares of common stock, scheduled to vest on April 15, 2027 if revenue and adjusted EBITDA targets for 2024, 2025, and 2026 are achieved.
Lin Xi reported acquisition or exercise transactions in this Form 4 filing.
HF Foods Group Inc. President and CEO Lin Xi received new equity awards that increase his ownership stake. On June 1, 2026, he was granted 270,433 restricted stock units that vest in one-third increments annually beginning April 15, 2027. He also received 270,433 performance stock units, each representing a contingent right to receive 1 to 2.25 times a share of common stock, scheduled to vest on April 15, 2029 if a specified market capitalization target of $200 million to $400 million is met over a thirty-trading-day period between January 1, 2026 and December 31, 2028. Following these grants, Lin Xi directly holds 713,866 shares of common stock and 682,242 performance stock units.
Chang Christine reported acquisition or exercise transactions in this Form 4 filing.
HF Foods Group Inc. Chief Administrative Officer Christine Chang reported equity awards rather than open-market trades. She received 81,130 shares of common stock as restricted stock units at no purchase price, increasing her direct common stock holdings to 331,966 shares.
She was also granted 81,130 performance stock units, bringing her total PSUs to 118,630. The RSUs vest in one-third increments annually starting on April 15, 2027. The PSUs are scheduled to vest on April 15, 2029 if the company’s closing market capitalization averages $200 million to $400 million over a 30-trading-day period between January 1, 2026 and December 31, 2028.
HF Foods Group Inc. reported that CFO Paul E. McGarry acquired equity awards rather than buying shares on the market. He received 54,087 restricted stock units of common stock, which vest in one-third increments annually starting on April 15, 2027. Following this grant, his direct common stock holdings reported in the filing total 63,787 shares.
He was also granted 54,087 performance stock units (PSUs), each representing a contingent right to receive between 1 and 2.25 times shares of common stock if vesting conditions are met. The PSUs are scheduled to vest on April 15, 2029 if, for a 30‑trading‑day period between January 1, 2026 and December 31, 2028, the company’s closing market capitalization averages between $200 million and $400 million. After this PSU grant, his reported PSU balance is 61,287 units.
Zhou Min Ni updated his ownership report on HF Foods Group Inc., disclosing beneficial ownership of 3,559,397 common shares, or 6.7% of the company. He has sole voting and dispositive power over 3,555,673 shares, with an additional 3,724 shares owned by his spouse, over which he may share voting and dispositive power.
The filing explains that certain additional shares are held in irrevocable trusts for his children, for which he expressly disclaims beneficial ownership. It also describes a Cooperation Agreement among him, related stockholders, and the company, requiring proportional voting with disinterested stockholders and imposing standstill restrictions during a defined cooperation period that expired on August 2, 2025. The filing notes he has not traded HF Foods stock in the past 60 days.
HF Foods Group Inc. reported stronger results for the quarter ended March 31, 2026, moving back to profitability. Net revenue rose to $312.0 million from $298.4 million, helped mainly by higher seafood and commodity sales. Gross profit was roughly flat at $50.5 million, but gross margin slipped to 16.2% from 17.1% as mix shifted toward lower-margin products and landed costs increased.
Net income attributable to HF Foods improved to $1.2 million, or $0.02 per diluted share, compared with a $1.6 million loss and $(0.03) per share a year earlier. The swing was driven by a $1.4 million gain on the sale of a Utah property and a favorable shift in the fair value of interest rate swaps. Adjusted EBITDA edged up to $10.1 million.
HF Foods ended the quarter with $11.1 million in cash, total debt of $100.7 million and $61.8 million drawn on its $125.0 million revolving line of credit, leaving about $55.2 million of additional availability, subject to the borrowing base. The company issued 155,000 shares via its at-the-market program for $0.3 million and increased its stake in subsidiary Min Food to 79.24%. Management continues a multi-year operational transformation but still reports material weaknesses in internal control over financial reporting.