HF Foods (NASDAQ: HFFG) extends $125M revolving credit facility to 2031

Rhea-AI Filing Summary

HF Foods Group Inc. entered into a Fifth Amendment to its Third Amended and Restated Credit Agreement with JPMorgan Chase Bank and other lenders. The amendment keeps in place a $125 million asset-secured revolving credit facility and focuses on updating key terms.

The maturity date of the revolver is extended to the earlier of March 31, 2031 or certain other dates specified in the amended agreement. Interest is now based on the one-month SOFR rate plus a fixed spread that varies with the daily availability under the aggregate revolving commitment.

The amendment also adds HF Atlanta, LLC as a new loan party and continues to be guaranteed by certain material subsidiaries. The filing emphasizes that lender relationships are ordinary-course commercial and banking relationships, and the full amended agreement is filed as an exhibit.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revolving credit facility size: $125 million Extended maturity date: March 31, 2031 Interest benchmark: 1-month SOFR + fixed spread +2 more

5 metrics

Revolving credit facility size $125 million Asset-secured facility under Third Amended and Restated Credit Agreement

Extended maturity date March 31, 2031 Latest possible maturity for the revolving credit facility, subject to conditions

Interest benchmark 1-month SOFR + fixed spread New interest basis dependent on daily availability of aggregate revolving commitment

Amendment number Fifth Amendment Joinder and Amendment No. 5 to the Third Amended and Restated Credit Agreement

Exhibit number 10.1 Joinder and Amendment No. 5 filed as exhibit to the report

Key Terms

asset-secured revolving credit facility, one month SOFR, Amended Credit Agreement, material definitive agreement, +2 more

6 terms

asset-secured revolving credit facility financial

"The Existing Credit Agreement allows the Company access to a $125 million asset-secured revolving credit facility"

one month SOFR financial

"amends interest rates to be based upon the 1 month SOFR plus a fixed spread"

Amended Credit Agreement financial

"together the "Amended Credit Agreement" with JPMorgan Chase Bank, N.A."

An amended credit agreement is a revised loan contract between a borrower and its lenders that changes the original rules—such as interest rate, repayment schedule, maturity date or financial covenants. Think of it as renegotiating the terms of a mortgage or car loan; the changes affect how much cash a company must pay, how flexible it is with spending, and how risky its debt looks to investors. Investors watch these amendments because they can signal improved breathing room or growing stress on a company’s finances.

material definitive agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

off-balance sheet arrangement financial

"Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026

HF FOODS GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware  State or other Jurisdiction of     incorporation )   001-38180 (Commission File No.) 81-2717873 (IRS Employer Identification No)

6325 South Rainbow Boulevard, Suite 420 Las Vegas, Nevada (Address of principal executive offices)   89118 (Zip Code)

Registrant’s telephone number, including area code: (888)-905-0998

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.0001 par value			HFFG			Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

On March 30, 2026, HF Foods Group Inc. (“HF Foods” or the “Company”), its wholly-owned subsidiary, B&R Global Holdings, Inc. (“B&R Global”), and certain of the wholly-owned subsidiaries and affiliates of the Company (collectively with the Company, the “Borrowers”), as borrowers, and certain material subsidiaries of the Company as guarantors, entered into a Joinder and Amendment No. 5 (the “Fifth Amendment”) to the Third Amended and Restated Credit Agreement (the "Existing Credit Agreement") (together the "Amended Credit Agreement") with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and certain lender parties thereto, including Wells Fargo Bank, N.A. and Fifth Third Bank, N.A.. The Fifth Amendment amends the Company’s Existing Credit Agreement, dated as of March 31, 2022 as amended. The Existing Credit Agreement allows the Company access to a $125 million asset-secured revolving credit facility (the “Facility”). The Fifth Amendment revises the Existing Credit Agreement to, among other things, (a) extend the maturity date of the Facility to the earlier of March 31, 2031 or certain other dates subject to conditions specified in the Amended Credit Agreement; (b) amends interest rates to be based upon the 1 month SOFR plus a fixed spread based upon the daily Availability of the Aggregate Revolving Commitment; and (c) adds HF Atlanta, LLC as a new loan party. Certain capitalized terms not defined herein refer to the definitions given to them in the Amended Credit Agreement.

The terms of the Existing Credit Agreement were previously reported in the Company’s Report on Form 8-K filed March 31, 2022, and those disclosures are incorporated by reference in this Current Report on Form 8-K. The terms of the Amendment No. 4 to Third Amended and Restated Credit Agreement were previously reported in the Company's Report on Form 8-K filed February 18, 2025, and those disclosures are incorporated by reference in this Current Report on Form 8-K.

Neither the Company nor any of its affiliates has any material relationship with any of the other parties to the Amended Credit Agreement, except for (i) the Company’s previous credit facilities, with respect to which certain of the other parties to the Amended Credit Agreement (and their respective affiliates) were lenders and (ii) commercial banking, investment banking, underwriting, trust and other financial advisory services provided (or to be provided) to the Company and its subsidiaries by certain of the lenders under the Amended Credit Agreement (and their respective affiliates), for which they have received (or will receive) customary fees and expenses.

The foregoing terms and description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 is set forth in Item 1.01 above, which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
10.1						Joinder and Amendment No. 5 to the Third Amended and Restated Credit Agreement, dated as of March 30, 2026*†
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and similar attachments have been omitted pursuant to Item 601(b)(5)of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

†Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are both (i) not material to investors and (ii) the type of information that the Company customarily and actually treats as private or confidential, and have been marked with ‘‘[***]’’ to indicate where omissions have been made. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			HF FOODS GROUP INC.
Date: April 3, 2026			/s/ Paul McGarry
			Paul McGarry
			Chief Financial Officer

FAQ

What credit facility does HF Foods (HFFG) have under the amended agreement?

HF Foods maintains access to a $125 million asset-secured revolving credit facility. This facility is provided under its Third Amended and Restated Credit Agreement, as modified by the Fifth Amendment with JPMorgan Chase Bank and other lenders.

How long does HF Foods’ (HFFG) amended revolving credit facility run?

The amended revolving credit facility now has a maturity date that extends to the earlier of March 31, 2031 or other specified dates. Those alternative dates and conditions are detailed in the Amended Credit Agreement filed as an exhibit.

How is interest calculated under HF Foods’ (HFFG) amended credit facility?

Interest under the amended facility is based on the one-month SOFR rate plus a fixed spread. The fixed spread is determined by the daily availability of the aggregate revolving commitment, linking borrowing costs to the company’s usage and availability levels.

Which subsidiaries are added or involved in HF Foods’ (HFFG) amended credit agreement?

The Fifth Amendment adds HF Atlanta, LLC as a new loan party. HF Foods, B&R Global Holdings, Inc., certain wholly owned subsidiaries and affiliates are borrowers, while certain material subsidiaries continue to act as guarantors under the Amended Credit Agreement.

Who are the main lenders in HF Foods’ (HFFG) amended credit facility?

The Amended Credit Agreement lists JPMorgan Chase Bank, N.A. as Administrative Agent, with lender parties including Wells Fargo Bank, N.A. and Fifth Third Bank, N.A.. These institutions also provide customary commercial and financial services to HF Foods and its subsidiaries.

What exhibit did HF Foods (HFFG) file related to the amended credit agreement?

HF Foods filed Exhibit 10.1, the Joinder and Amendment No. 5 to the Third Amended and Restated Credit Agreement dated March 30, 2026. Certain schedules and immaterial or confidential portions are omitted, with unredacted copies available to the SEC upon request.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 663.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB