HF Foods Group Inc. SEC Filings

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) reported insider holdings for Interim CFO Paul E. McGarry as of 10/15/2025. He beneficially owns 7,200 shares of Common Stock directly and holds performance stock units (PSUs) for 7,200 underlying shares. A related restricted stock unit grant vests in one‑third increments annually beginning April 15, 2026. The PSUs are scheduled to vest on April 15, 2028 if, for a continuous thirty trading‑day period between January 1, 2025 and December 31, 2027, the closing share price averages $4.00–$8.00. Each PSU represents a contingent right to receive 1 to 2.25 shares upon satisfaction of vesting conditions.

HF Foods Group Inc. (HFFG) director Jeffery L Taylor filed a Form 3 initial statement of beneficial ownership. The filing states no securities are beneficially owned as of 10/13/2025.

The Form 3 was filed by one reporting person in the capacity of Director.

HF Foods Group Inc. (HFFG) reported a new insider status via Form 3 for director Dennis Lam. The filing states that no securities are beneficially owned. The date of event is 06/04/2025, and it was filed by one reporting person.

HF Foods Group Inc. (HFFG) filed a Form 3 for director Richard Diaz, the initial statement of beneficial ownership.

As of 06/03/2025, Diaz reported no securities beneficially owned. The filing was made by one reporting person.

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. filed a prospectus supplement offering a shelf of securities up to $100,000,000 and discloses an at-the-market sales program using Sales Agents who may receive up to 3.0% of gross proceeds. The company’s common stock trades on the NASDAQ under HFFG and the last reported sale price in the document was $3.39 per share on September 24, 2025.

The filing describes HF Foods’ operating footprint: 19 distribution centers and cross-docks, over 400 refrigerated vehicles, roughly 95% coverage of the contiguous U.S., service to approximately 15,000 Asian restaurants, and over 1,000 employees and subcontractors. The company maintains a shareholder Rights plan with a $19.50 exercise price and a 15% acquisition threshold to trigger the plan. The independent auditor, BDO USA, P.C., issued an adverse opinion on the effectiveness of internal control over financial reporting as of December 31, 2023. The prospectus incorporates numerous SEC filings by reference for additional detail.