HF Foods (NASDAQ: HFFG) sets 15% trigger in new one-year rights plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
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Negative
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Insights
HF Foods installs a 15% poison pill for one year in response to perceived control risk.
HF Foods’ Board adopted a limited duration stockholder rights plan, granting one Right per common share to holders as of June 22, 2026. The Rights become exercisable if any investor or group crosses a 15% beneficial ownership threshold without Board approval.
Once triggered, each Right lets other holders buy additional shares at a discount, effectively diluting the acquirer and making a hostile control attempt more expensive. The Board states this move responds to credible indications of undisclosed stock accumulation and group formation aimed at gaining control.
The plan expires after 364 days on June 10, 2027, and the Board emphasizes it has not launched a sale process and remains confident in the company’s standalone plan. Future company filings may provide more detail on the plan’s specific terms and any subsequent ownership changes.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Rights issued per share: 1 Right per common share
Ownership trigger: 15% beneficial ownership
Record date: June 22, 2026
+3 more
6 metrics
Rights issued per share
1 Right per common share
Dividend distribution to holders of common stock
Ownership trigger
15% beneficial ownership
Threshold for Rights becoming exercisable without Board approval
Record date
June 22, 2026
Stockholders of record receive Rights dividend
Plan term
364 days
Duration of the stockholder rights plan
Expiration date
June 10, 2027
Scheduled expiration of the Rights Plan
Exercise value multiple
2x exercise price
Market value of shares purchasable upon Right exercise
Key Terms
stockholder rights plan, beneficial ownership, control premium, dividend distribution, +1 more
5 terms
stockholder rights plan regulatory
"HF Foods Group Inc. announces that its Board has approved a limited duration stockholder rights plan"
A stockholder rights plan is a strategy used by a company to protect itself from unwanted takeovers by making it more difficult or expensive for an outside party to acquire a large ownership stake without approval. It often involves granting existing shareholders special rights that activate if someone attempts to buy a significant portion of the company, helping to safeguard the company's interests and giving investors confidence that decisions are made with stability in mind.
beneficial ownership financial
"if an entity, person, or group acquires beneficial ownership of 15% or more of the Company’s outstanding common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
dividend distribution financial
"declared a dividend distribution of one right for each outstanding share of the Company’s common stock"
A dividend distribution is when a company gives a portion of its profits or reserves to shareholders, usually in cash or additional shares. Investors care because it provides a direct return on ownership and signals how confident management is in the company’s cash flow and long-term health; like a bakery sharing weekly tips with owners, regular or growing distributions often indicate steady earnings, while cuts can warn of trouble.
forward-looking statements regulatory
"All statements in this news release other than statements of historical facts are, or may be deemed to be, forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): June 11, 2026
(Exact name of registrant as specified in its charter)
State or other Jurisdiction of incorporation ) | (Commission File No.) | (IRS Employer Identification No) | ||||||
(Address of principal executive offices) | (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 7.01. Regulation FD Disclosure.
On June 11, 2026, HF Foods Group Inc. (the “Company”) issued a press release announcing it has adopted a limited duration stockholder rights plan. A copy of the press release is attached hereto as exhibit 99.1.
The information disclosed in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press Release issued by HF Foods Group Inc. on June 11, 2026 | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document | |||||||
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: June 12, 2026 | /s/ Paul McGarry | |||||||
| Paul McGarry | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
HF Foods Adopts Limited Duration Stockholder Rights Plan
LAS VEGAS, June 11, 2026 (GLOBE NEWSWIRE) — HF Foods Group Inc. (NASDAQ: HFFG), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States, announces that its Board of Directors (the “Board”) has approved a limited duration stockholder rights plan (the “Rights Plan”) and declared a dividend distribution of one right (“Right”) for each outstanding share of the Company’s common stock to stockholders of record as of the close of business on June 22, 2026.
The Board adopted the Rights Plan in response to credible indications that parties may be engaged in undisclosed stock accumulation and coordinated group formation activities aimed at gaining control of HF Foods—actions that would deprive stockholders of the opportunity to realize full value for their investment and to determine the Company’s strategic direction.
The Board has not initiated a process to sell the Company. The Board is confident in the Company’s strong standalone prospects and the ability of its current strategic plan to create and deliver significant value for all stockholders.
The Rights Plan is intended to protect the interests of the Company and all HF Foods stockholders by ensuring that no entity, person, or group may acquire control of HF Foods through open-market stock accumulation or group formation without paying all stockholders a full and appropriate control premium. The Rights Plan further protects stockholder liquidity throughout any such process. The Rights Plan also helps ensure that the Board has sufficient time to make well-informed decisions and pursue actions that serve the best interests of the Company and its stockholders. The Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board determines such proposal to be in the best interests of the Company and its stockholders.
The Rights Plan is similar to rights plans widely adopted by publicly held companies in analogous situations. While the Rights Plan will be effective immediately, the Rights will generally become exercisable if an entity, person, or group acquires beneficial ownership of 15% or more of the Company’s outstanding common stock in a transaction not approved by the Board. In the event that the Rights become exercisable due to the triggering ownership threshold being crossed, each Right will entitle its holder (other than the person, entity, or group triggering the Rights Plan, whose Rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the Right.
The Rights Plan has a 364-day term, expiring on June 10, 2027.
Additional information regarding the Rights Plan will be set forth in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
Advisors
The Company has retained Arnold & Porter Kaye Scholer LLP as its legal advisor.
About HF Foods Group Inc.
HF Foods Group Inc. is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food products and supplies in the US and Asia. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com.
Forward-Looking Statements
All statements in this news release other than statements of historical facts are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as “aims,” “continues,” “expects,” “plans,” “will,” and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to our ability to consummate our operational transformation plan as anticipated, risks relating to the impact of our operational plan on our sales and efficiencies, risks relating to the impact of demographic trends on demand for the products we distribute, risks related to potential increases in tariff-related costs, statements of assumption underlying any of the foregoing, and other factors including those disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements.
Inquiries:
ICR
Anna Kate Heller
hffoodsgroup@icrinc.com
FAQ
What stockholder rights plan did HF Foods Group Inc. (HFFG) adopt?
HF Foods adopted a limited duration stockholder rights plan, issuing one Right per outstanding common share. The plan is designed to deter any entity or group from gaining control through open-market accumulation without paying all stockholders a full and appropriate control premium.
When do HF Foods (HFFG) stockholder Rights become exercisable under the new plan?
The Rights generally become exercisable if any person, entity, or group acquires 15% or more of HF Foods’ outstanding common stock without Board approval. At that point, each Right lets holders buy additional common shares valued at twice the then-current exercise price.
What is the record date and term of HF Foods’ (HFFG) stockholder rights plan?
HF Foods set June 22, 2026 as the record date for issuing one Right per outstanding common share. The rights plan has a 364-day term and is scheduled to expire on June 10, 2027, unless earlier terminated or extended by the Board.
Does HF Foods’ (HFFG) rights plan block potential acquisitions of the company?
The rights plan does not block all acquisitions. It discourages unapproved control through stock accumulation but still allows the Board to engage with interested parties and accept an acquisition proposal it determines is in the best interests of HF Foods and its stockholders.
Why did HF Foods Group Inc. (HFFG) adopt a limited duration rights plan?
The Board adopted the plan after credible indications that parties may be accumulating shares and forming a group to gain control. Directors believe such actions could deprive stockholders of full value and limit their ability to influence HF Foods’ long-term strategic direction.
How does HF Foods’ (HFFG) rights plan protect existing stockholder value?
If triggered, the plan lets all non-triggering holders buy additional common shares at a discount, effectively diluting the acquirer. This makes gaining control more costly and is intended to ensure any successful buyer pays an appropriate control premium to all stockholders.