HF Foods (HFFG) Enters Binding Deal for Chicago Warehouse

Rhea-AI Filing Summary

HF Foods Group, Inc. announced that on September 29, 2025 it issued a press release stating it entered into a binding purchase agreement to acquire a distribution facility located in Chicago, Illinois. The press release is furnished as Exhibit 99.1 to the Current Report and is incorporated by reference but expressly not "filed" for purposes of Section 18 of the Exchange Act. The 8-K discloses the transaction at a high level but provides no purchase price, facility size, financing details, or expected closing date in the disclosed text. Because material transaction specifics are not included in the filing text, investors must review Exhibit 99.1 or future filings for financial terms and timing.

Positive

• Binding purchase agreement executed to acquire a distribution facility in Chicago, Illinois on September 29, 2025
• Press release filed as Exhibit 99.1, enabling investors to access company-provided details

Negative

• Filing text contains no purchase price, financing, or closing date for the transaction
• Item 7.01 language indicates the press release is "furnished" and not "filed," which limits statutory liability and may delay full disclosure in formal filings

Insights

Corporate Real Estate Analyst

HFFG announced a binding deal to buy a Chicago distribution facility on September 29, 2025.

The filing confirms a binding purchase agreement for a distribution facility in Chicago, Illinois, which signals a capacity or logistics expansion for the company. The disclosure is limited to the fact of the agreement; no price, square footage, or closing timeline is provided in the Item 7.01 text.

This matters because facility acquisitions can affect operating capacity and distribution costs, but the absence of financial and timing details prevents assessment of immediate balance sheet or cash flow impact. Review of Exhibit 99.1 is required to evaluate transaction scale and near-term investor impact.

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.

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): September 29, 2025

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 7.01.    Regulation FD Disclosure

On September 29, 2025, the Company issued a press release announcing entry into a binding purchase agreement to acquire a distribution facility located in Chicago, Illinois. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Company press release, dated September 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline 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: September 29, 2025			/s/ Cindy Yao
			Cindy Yao
			Chief Financial Officer

FAQ

What did HFFG announce in this 8-K?

The company announced it entered into a binding purchase agreement to acquire a distribution facility in Chicago, Illinois (announcement dated September 29, 2025).

Where can I find the full press release for HFFG (HFFG)?

The press release is furnished as Exhibit 99.1 to the Current Report and is incorporated by reference; review Exhibit 99.1 for full details.

Does the 8-K disclose the purchase price or financial terms for HFFG's acquisition?

No. The Item 7.01 text in the filing does not disclose any purchase price, financing terms, square footage, or expected closing date.

Is the press release considered "filed" under the Exchange Act?

No. The company states the information and Exhibit 99.1 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Does this 8-K include financial statements or exhibits beyond the press release?

The filing references Exhibit 99.1 only; no financial statements or other exhibits are included in the disclosed text.