HF Foods Group Inc. 8-K Filings

HF Foods Group Inc. reported Q2 2026 and first-half 2026 results showing modest top-line growth and a sharp improvement in GAAP profitability. Net revenue for Q2 2026 was $323.8 million, up 2.8% from $314.9 million, driven mainly by higher volume and pricing in Seafood and Commodity, partly offset by lower Meat & Poultry prices. Gross profit was $55.0 million, essentially flat year over year, while gross margin declined to 17.0% from 17.5% due to incremental tariffs that began in Q3 2025, partially offset by IEEPA tariff refunds.

Profitability improved largely from non-operating items while core earnings were steady to slightly weaker. Q2 net income rose to $2.6 million from $0.5 million, helped by an employee retention credit of $1.8 million, about $1.1 million of IEEPA tariff refunds, and a favorable $1.4 million swing in interest rate swap fair value, partially offset by lower operating income. Adjusted EBITDA slipped 2.0% to $13.6 million in the quarter and was roughly flat year to date at $23.7 million. For the first six months of 2026, net revenue was $635.8 million, up 3.7%, and net income was $4.0 million versus a $1.0 million loss a year earlier. Operating cash flow increased to $14.0 million, and cash ended at $18.1 million with access to about $39.7 million under a $125.0 million line of credit. The company also highlighted an agreement to acquire Searay Foods in Canada, its first move outside the U.S., as part of its M&A-led growth strategy.

HF Foods Group Inc. entered into a Seventh Amendment to its Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and certain lenders. The amendment increases the asset-based revolving credit facility from $125 million to $140 million and refinances term loans, including an additional advance of approximately $40.1 million, resulting in aggregate outstanding term loans of $125 million. Revolving commitments now mature on July 29, 2031, and term loans mature on July 29, 2036.

Borrowings may be used for working capital, other general corporate purposes and permitted acquisitions, including an anticipated acquisition of Searay Foods Inc. The facility is secured by substantially all assets of the borrowers and guarantors and is subject to covenants including a minimum Fixed Charge Coverage Ratio of 1.10 to 1.00 and minimum availability of $12.5 million for one year, then $7.5 million thereafter. Interest is based on Term SOFR or a 30‑day SOFR-based rate plus an applicable margin, or on a CB Floating Rate less an applicable margin, with commitment fees on unused revolving commitments.

HF Foods Group Inc. agreed to acquire Searay Foods Inc. and related entities under a Securities Purchase Agreement signed on July 17, 2026. The buyer group will purchase 100% of the equity of Searay Canada and Morgan Foods, which will become wholly owned subsidiaries, for an aggregate base purchase price of CAD$47,921,740, equal to five times baseline Adjusted EBITDA of CAD$9,556,348 plus CAD$140,000. Consideration includes CAD$38,365,392 in cash, subject to post-closing adjustments, and 1,701,871 HF Foods common shares placed in escrow, plus EBITDA-based earnout payments over two to three years.

A related press release values the deal at approximately CAD$47.9 million (about US$35 million), or roughly 5.0x Searay’s 2025 Adjusted EBITDA of about CAD$9.6 million. Searay has delivered roughly 15% revenue compound annual growth from FY2019 to FY2024 and Normalized EBITDA margins of about 14–15%. The transaction marks HF Foods’ first international expansion into Canada and is expected to be accretive to Adjusted EBITDA, margins, and EPS, supporting a stated goal of expanding consolidated Adjusted EBITDA margin to 4.5%–5.0%+ over three to five years. Closing is expected in Q3 2026, no later than August 31, 2026, subject to customary conditions and regulatory approvals. Part of the consideration will be newly issued, unregistered HF Foods shares relying on Regulation S and Regulation D exemptions.

HF Foods Group Inc. has expanded its Board of Directors from four to five members and appointed attorney and business advisor Taylor S. Brown as an independent director, effective June 19, 2026. The Board acted on the recommendation of its Nominating and Corporate Governance Committee.

Brown, age 37, has more than 12 years of experience advising companies on acquisitions, restructurings, capital raising, and risk. From May 2020 to January 2024, he managed a statewide campaign organization with a budget exceeding $100 million and over 1,000 paid staffers across 21 regions.

He will receive standard independent director compensation under a letter agreement consistent with other independent directors. HF Foods also issued a press release on June 22, 2026, highlighting that Brown’s legal, operational, and communications background is expected to support the company’s strategic and governance priorities.

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 reported first quarter 2026 net revenue of $312.0 million, up 4.5% from $298.4 million a year earlier, driven mainly by higher volume and better pricing in Seafood and Commodity categories.

Gross profit slipped 0.8% to $50.5 million as gross margin narrowed to 16.2% from 17.1%, reflecting mix shift toward lower-margin products and higher landed costs. Distribution, selling and administrative expenses were $49.5 million, down slightly and improving to 15.9% of net revenue versus 16.7%.

The company moved to a GAAP net income of $1.4 million from a $1.5 million loss, with diluted earnings per share of $0.02 versus a $0.03 loss. The swing was helped by a favorable $2.0 million change in interest rate swap fair value and a $1.7 million increase in other income from a property sale. Adjusted EBITDA rose 3.8% to $10.1 million, while adjusted net income declined 3.6% to $3.4 million, and adjusted diluted EPS was $0.06.

Operating cash flow strengthened to $15.3 million from $6.9 million, aided by non-cash add-backs and working capital movements. As of March 31, 2026, HF Foods held $11.1 million in cash and had access to about $55.2 million under a $125.0 million credit line, supporting its ongoing transformation, facility investments, and growth initiatives.

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.

HF Foods Group Inc. reported modest growth for 2025 with improving profitability but continued losses. Net revenue rose 2.2% to $1.23 billion, while GAAP net loss narrowed 18.3% to $39.3 million. Adjusted net income increased 20.9% to $16.9 million and Adjusted EBITDA grew 6.9% to $45.0 million, reflecting benefits from a broad transformation plan.

In the fourth quarter, net revenue was $308.0 million, up 0.9%, and net loss improved to $37.4 million, though Adjusted EBITDA declined to $9.6 million as margins were pressured. Cash from operations for 2025 was $25.5 million, and the company ended the year with $8.6 million in cash and access to about $61.2 million under its credit line.

HF Foods Group Inc. has made leadership and compensation changes. Paul McGarry, previously interim finance chief, was appointed permanent Chief Financial Officer and principal financial and accounting officer effective January 27, 2026. His amended offer sets a $375,000 annual base salary, with target opportunities of 60% of salary for both discretionary annual bonus and equity awards under the 2018 Omnibus Equity Incentive Plan.

The Board also named Jeffery Taylor as Chair of the Compensation Committee, increasing his annual retainer by $15,000. In addition, HF Foods adopted an Amended and Restated Executive Severance Plan, broadening eligibility to a select group of management or highly compensated employees and extending severance protections for certain terminations without cause or for good reason, including around defined change in control periods.

HF Foods Group Inc. reported that Maria Ross resigned from its board of directors, all board committees, and her role as Lead Independent Director, effective January 16, 2025. The company stated that her resignation was not due to any disagreement with HF Foods on operations, policies, or practices.

The board has begun a search for a new independent director to fill the vacancy created by her departure.

HF Foods Group (HFFG) furnished a press release announcing its financial results for the fiscal quarter ended September 30, 2025. The release was provided via an 8-K under Item 2.02 and included as Exhibit 99.1.

The company specified that this information is deemed “furnished,” not “filed,” under General Instruction B.2 of the Exchange Act. HFFG’s common stock trades on the Nasdaq Capital Market.

HF Foods Group Inc. disclosed a separation agreement with former CFO Cindy Yao following her separation on October 15, 2025. The agreement grants severance equal to one-half of her $375,000 annual base salary, paid over six months after the Separation Date, subject to a release of claims and standard payroll withholdings.

Ms. Yao may elect COBRA health coverage for herself and eligible dependents until the earliest of the six-month severance period’s end, the end of COBRA eligibility, or eligibility for substantially equivalent coverage through new employment. The agreement is filed as Exhibit 10.1 with limited redactions under Regulation S‑K Item 601(b)(10)(iv).

HF Foods Group (HFFG) named Paul McGarry Interim CFO, effective October 15, 2025, following the separation of CFO Cindy Yao, which the company states was not due to disagreements over financial disclosures or accounting matters. McGarry has served as VP, Corporate Controller since February 2025 and is a CPA with prior public-company finance leadership roles.

McGarry’s pay includes an added monthly payment of $10,000 starting October 15, 2025 and a $50,000 bonus upon the timely filing of the Form 10‑K for fiscal 2025, alongside his existing $240,000 base salary, a discretionary annual bonus target of 30% of base salary, and equity eligibility targeted at 30%.

The Board appointed Jeffery Taylor as an independent director on October 13, 2025 and placed him on the Audit, Compensation, and Nominating and Governance Committees. The Board now comprises four independent directors plus CEO and President Felix Lin.

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.

HF Foods Group, Inc. entered into a Sales Agreement on September 25, 2025 with D.A. Davidson & Co. and Roth Capital Partners to sell shares of common stock in an "at-the-market" offering under its effective Form S-3 (File No. 333-281918). Under the related prospectus supplement dated September 25, 2025, the Company may offer and sell up to $100 million of common stock from time to time. Sales will be made through or to the Sales Agents, including directly on Nasdaq or other trading markets, with compensation to the agents of up to 3.0% of gross proceeds. The Company may use proceeds for general corporate purposes, including capital expenditures, possible acquisitions, expansion and working capital. The Company is not obligated to sell any shares, and the agreement includes customary expense reimbursement, indemnification, contribution provisions and termination mechanics.

HF Foods Group, Inc. announced that it released its financial results for the fiscal quarter ended June 30, 2025 via a press release on August 11, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The filing clarifies that the information under Item 2.02 (including the exhibit) is being furnished rather than filed, and thus is not subject to Section 18 liability or automatically incorporated by reference into future filings unless expressly stated. No financial figures, guidance, or additional operational details are included in this Form 8-K.