HF Foods adds non-renewal to CEO severance triggers
The equity changes move the vesting date from April 15 to March 17 and extend change-in-control protection from 12 months to 24 months.
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Form Type
8-K
Rhea-AI Filing Summary
HF Foods Group Inc. (HFFG) amended its CEO’s employment agreement and entered employment agreements with CFO Paul McGarry and CAO Christine Chang, effective September 28, 2026. The narrative identifies the CEO as Felix Lin, while the exhibit list identifies the amended agreement as with Xi Lin. The CEO agreement makes company non-renewal a qualifying termination for severance and moves the pro-rata current-year bonus eligibility date for a qualifying termination from June 30 to March 31. McGarry’s and Chang’s prior compensation terms remain unchanged; their agreements otherwise mirror the CEO agreement, with an initial term of one year.
The Compensation Committee amended the Severance Plan to include the CEO’s target bonus in severance benefits. Amendments to restricted stock unit (RSU) and performance share unit (PSU) awards move the vesting date from April 15 to March 17, extend change-in-control protection from 12 months to 24 months, provide full acceleration of unvested awards upon death or disability, and provide pro-rata PSU payment based on actual performance at the end of a performance period after a qualifying non-change-in-control termination.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Initial term of CFO and CAO employment agreements: 1 year
Pro-rata current-year bonus eligibility date: June 30 to March 31
RSU and PSU vesting date: April 15 to March 17
+1 more
4 metrics
Initial term of CFO and CAO employment agreements
1 year
Paul McGarry and Christine Chang agreements
Pro-rata current-year bonus eligibility date
June 30 to March 31
For a qualifying termination under the CEO agreement
RSU and PSU vesting date
April 15 to March 17
Award amendments
Change-in-control protection period
12 months to 24 months
Equity award amendments
Key Terms
qualifying termination, change in control, Restricted Stock Unit, Performance Share Unit, +1 more
5 terms
qualifying termination financial
"non-renewal by the Company will constitute a qualifying termination"
change in control financial
"increase the change in control protection period from 12 months to 24 months"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Restricted Stock Unit financial
"forms of Restricted Stock Unit ("RSU")"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
pro-rata PSU payment financial
"provide for pro-rata PSU payment at the end of a performance period"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What changed in the HF Foods (HFFG) CEO employment agreement?
The CEO agreement makes company non-renewal a qualifying termination for severance and moves the pro-rata current-year bonus eligibility date from June 30 to March 31. The narrative identifies the CEO as Felix Lin; the exhibit list identifies the amended agreement as with Xi Lin.
What changes did HF Foods (HFFG) make to its RSU and PSU awards?
The amendments move the vesting date from April 15 to March 17, extend change-in-control protection from 12 months to 24 months, provide full acceleration of unvested awards upon death or disability, and provide pro-rata PSU payment based on actual performance after a qualifying non-change-in-control termination.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 28, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2026, HF Foods Group Inc. (the "Company") entered into an amended and restated employment agreement with Felix Lin, the Company's Chief Executive Officer (the "CEO Employment Agreement Amendment"). Additionally, on September 28, 2026, the Company entered into employment agreements with Paul McGarry, the Company’s Chief Financial Officer, and Christine Chang, the Company’s Chief Administrative Officer (collectively, the “CFO and CAO Employment Agreements”). The CEO Employment Agreement Amendment provides that (i) non-renewal by the Company will constitute a qualifying termination entitling Mr. Lin to severance benefits and (ii) the pro-rata current year bonus eligibility date in the event of a qualifying termination is changed from June 30 to March 31. The CFO and CAO Employment Agreements provide that each executive’s prior compensation terms remain unchanged and that the agreements otherwise mirror the full terms of the CEO Employment Agreement, as amended, except that the initial term of each of the CFO and CAO Employment Agreements is one year.
Also, on September 28, 2026, the Compensation Committee of the Board of Directors of the Company approved (i) an amended and restated Severance Plan (the "Severance Plan Amendment”) to include target bonus in severance benefits for the Chief Executive Officer and (ii) amendments to the forms of Restricted Stock Unit ("RSU") and Performance Share Unit ("PSU") awards agreements under the 2018 Omnibus Incentive Plan (the “Plan”), and amendments to currently outstanding RSU and PSU awards under the Plan (collectively, the “Equity Award Amendments”). The Equity Award Amendments (i) modify the vesting date on RSU and PSU grants from April 15 to March 17, (ii) increase the change in control protection period from 12 months to 24 months, (iii) provide for full acceleration of unvested awards upon death or disability, and (iv) provide for pro-rata PSU payment at the end of a performance period based on actual performance upon a qualifying non-change in control termination.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the CEO Employment Agreement Amendment, each of the CFO and CAO Employment Agreements, the Severance Plan Amendment and the Equity Award Amendments, copies of which are filed as Exhibits 10.1 through 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 10.1† | Amended and Restated Employment Agreement between HF Foods Group Inc. and Xi Lin, effective as of September 28, 2026. | |||||||
| 10.2† | Employment Agreement between HF Foods Group Inc. and Paul McGarry, effective as of September 28, 2026. | |||||||
| 10.3† | Employment Agreement between HF Foods Group Inc. and Christine Chang, effective as of September 28, 2026. | |||||||
| 10.4† | Amended and Restated HF Foods Group Inc. Severance Plan, dated September 28, 2026. | |||||||
| 10.5† | Form of 2018 Omnibus Equity Incentive Plan Restricted Stock Unit Amended and Restated Awards Agreement. | |||||||
| 10.6† | Form of 2018 Omnibus Equity Incentive Plan Performance Share Unit Amended and Restated Awards Agreement. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
† | Indicates a management contract or compensatory plan or arrangement. | ||||
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: October 2, 2026 | /s/ Paul McGarry | |||||||
| Paul McGarry | ||||||||
| Chief Financial Officer | ||||||||