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  4. [Form 4/A] HF Foods Group Inc. Amended Insider Trading Activity

HF Foods (HFFG) CAO awarded 52,817 performance stock units tied to 2024-2026 goals

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Chang Christine reported acquisition or exercise transactions in this Form 4 filing.

HF Foods Group Inc. Chief Administrative Officer Christine Chang received a grant of 52,817 Performance Stock Units. Each PSU represents a contingent right to receive 1 to 1.5 shares of common stock, scheduled to vest on April 15, 2027 if revenue and adjusted EBITDA targets for 2024, 2025, and 2026 are achieved.

Positive

  • None.

Negative

  • None.

Insights

Routine equity award tied to multi-year performance goals.

Christine Chang, Chief Administrative Officer of HF Foods Group Inc., was granted 52,817 Performance Stock Units at a price of $0.00 per unit. This is a compensation-related acquisition, not an open-market purchase or sale.

Each PSU can convert into 1 to 1.5 shares of common stock, so the eventual share delivery depends on performance outcomes. Vesting is scheduled for April 15, 2027, contingent on revenue and adjusted EBITDA targets for the years ended December 31, 2024, 2025, and 2026.

This structure aligns compensation with multi-year financial performance, but the actual number of shares ultimately issued will depend on whether the specified revenue and adjusted EBITDA goals are met over that period.

Insider Chang Christine
Role Chief Administrative Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units 52,817 $0.00 --
Holdings After Transaction: Performance Stock Units — 52,817 shares (Direct, null)
Footnotes (1)
  1. Each performance stock unit ("PSU") represents a contingent right to receive 1 to 1.5x shares of the Issuer's Class A Common Stock upon satisfaction of applicable vesting conditions. The PSUs are scheduled to vest on April 15, 2027, if the Company achieves certain revenue and adjusted EBITDA targets for each year ended on December 31, 2024, 2025, and 2026.
Performance Stock Units granted 52,817 units Grant to CAO on June 5, 2024
Price per Performance Stock Unit $0.00 per unit Equity award, not market purchase
Underlying common stock 52,817 shares Each PSU tied to common stock with 1–1.5x conversion
PSU vesting date April 15, 2027 Subject to three-year performance conditions
PSUs held after transaction 52,817 units Total direct Performance Stock Units following grant
Performance Stock Units financial
"Each performance stock unit ("PSU") represents a contingent right to receive 1 to 1.5x shares..."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
adjusted EBITDA financial
"revenue and adjusted EBITDA targets for each year ended on December 31, 2024, 2025, and 2026."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
vesting conditions financial
"contingent right to receive 1 to 1.5x shares ... upon satisfaction of applicable vesting conditions."
Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chang Christine
(Last)(First)(Middle)
C/O HF FOODS GROUP INC
6325 SOUTH RAINBOW BOULEVARD, SUITE 420
(Street)
LAS VEGAS NEVADA 89118
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HF Foods Group Inc. [ HFFG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Administrative Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/07/2024
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(1)06/05/2024A52,817 (2) (2)Common Stock52,817$052,817D
Explanation of Responses:
1. Each performance stock unit ("PSU") represents a contingent right to receive 1 to 1.5x shares of the Issuer's Class A Common Stock upon satisfaction of applicable vesting conditions.
2. The PSUs are scheduled to vest on April 15, 2027, if the Company achieves certain revenue and adjusted EBITDA targets for each year ended on December 31, 2024, 2025, and 2026.
Remarks:
This amendment has been filed to include PSU awards that were erroneously omitted from the originally filed Form 4 which was filed with the Securities and Exchange Commission on June 7, 2024.
/s/ Christine Chang06/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did HF Foods Group (HFFG) disclose about Christine Chang in this Form 4/A?

HF Foods Group reported that Chief Administrative Officer Christine Chang received 52,817 Performance Stock Units as an equity award. These units are a form of stock-based compensation that may convert into common shares if specific multi-year financial performance goals are achieved.

How many Performance Stock Units were granted to HF Foods Group CAO Christine Chang?

Christine Chang was granted 52,817 Performance Stock Units. Each unit represents a contingent right to receive common stock, with the final number of shares depending on future performance. This award increased her directly held Performance Stock Units to 52,817 following the transaction.

When do Christine Chang’s HF Foods (HFFG) Performance Stock Units vest?

The Performance Stock Units are scheduled to vest on April 15, 2027. Vesting occurs only if HF Foods meets specified revenue and adjusted EBITDA targets for each full year ending December 31, 2024, 2025, and 2026, linking the award to sustained performance.

What performance conditions apply to the HF Foods (HFFG) Performance Stock Units granted to Christine Chang?

The PSUs vest only if HF Foods achieves certain revenue and adjusted EBITDA targets for each year ended December 31, 2024, 2025, and 2026. This means payout depends on meeting both top-line and profitability-adjusted goals over three consecutive years.

How many HF Foods common shares can Christine Chang’s Performance Stock Units convert into?

Each Performance Stock Unit represents a contingent right to receive between 1 and 1.5 shares of Class A common stock. The exact conversion multiple within this range will depend on how well HF Foods performs against the specified financial targets over the measurement period.

Is Christine Chang’s Form 4/A transaction a market buy or sell of HF Foods (HFFG) stock?

No, the filing reflects a grant of Performance Stock Units as compensation, not an open-market trade. The transaction code is “A” for award, and the price per unit is $0.00, indicating an equity incentive rather than a purchase or sale of existing shares.