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Item 1. Business

2026-03-16 compared with 2025-03-17 · 156 added, 123 removed, 145 unchanged (66% of the section changed)

HF Foods Group Inc., headquartered in Las Vegas, Nevada, operating through our subsidiaries (collectively “HF Foods” or the “Company”) is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to Asian restaurants, as well as other foodservice customers, throughout the United States.

HF Foods was formed through a merger between two complementary market leaders, HF Foods and B&R Global Holdings, Inc.

(“B&R Global”), on November 4, 2019.

With sixteen distribution centers and three cross-docks and a fleet of over 400 vehicles, our distribution network now spans 46 states covering approximately 95% of the contiguous United States.

Capitalizing on our deep understanding of Asian cultures, strong relationships with growers and suppliers of food products primarily in North America, South America and Asia, with over 1,000 employees, and supported by two outsourced call centers in China, we have become a trusted partner serving approximately 15,000 customer locations throughout the United States.

We are committed to providing excellent customer service by delivering a distinctive product portfolio built from an indelible partnership with both foreign and domestic suppliers.

These relationships ensure that we deliver an outstanding array of products at competitive prices.

Our relationships with suppliers and knowledge of the market are the cornerstones of our negotiating power with suppliers and enable us to better manage potential supply chain disruptions and stockouts, gain price concessions and increase delivery schedules.

HF Foods Group Inc., headquartered in Las Vegas, Nevada, operating through our subsidiaries (collectively “HF Foods” or the “Company”) is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to Asian restaurants and other foodservice customers throughout the United States.

We operate a national distribution platform comprised of sixteen distribution centers and four cross-docks, supported by a fleet of over 400 vehicles, which collectively spans 46 states and covers approximately 95% of the contiguous United States.

We serve approximately 15,000 customer locations through a high-frequency, service-oriented distribution model designed to meet the operational needs of independent restaurants, including timely delivery and consistent product availability.

We believe we are differentiated by our deep cultural and language understanding of the Asian restaurant community, long-standing relationships with growers and suppliers, and specialized sourcing capabilities across North America, South America, and Asia.

These strengths are reinforced by nearly 1,000 employees and a centralized outsourced call center in China, which supports order taking and customer service in customers’ primary language and enables coordinated marketing and promotional campaigns.

Our product portfolio is supported by long-term partnerships with both domestic and international suppliers, which we believe enhances our ability to provide a broad and differentiated assortment at competitive prices.

Our supplier relationships and market knowledge strengthen our purchasing and negotiating position and support continuity of supply, including improving our ability to manage potential supply chain disruptions, reduce stockouts, obtain pricing concessions, and maintain reliable delivery schedules.

While Asian restaurants remain our core customer base, we intend to selectively broaden our customer reach into other ethnic and specialty foodservice segments over time as we execute our long-term growth strategy.

Corporate History

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Our Business and Products

Our business features sixteen distribution centers and three cross-docks with a total of approximately 1.3 million square feet of warehouse space and a fleet of over 400 vehicles to provide a wide variety of products with a strong focus on specialty food

ingredients essential for Asian cuisine.

Supported by an extensive supplier network, we aim to provide a one-stop service with on-time delivery and high fulfillment rates, at competitive pricing.

We offer over 2,000 different products to our customers, which include virtually all items needed to operate their restaurant business.

Product offerings range from meat and poultry, perishable fresh produce, frozen seafood, general commodities and takeout food packaging materials to meet our customers’ demands.

The majority of our procurement currently consists of goods purchased domestically, such as meat, poultry, produce and certain key commodities.

We also purchase a significant amount of goods through the import channel, such as frozen seafood, Asian Specialty, packaging and other commodities.

The following table sets forth our broad range of products and sales percentage by category for the year ended December 31, 2024:

Our business operates a national distribution platform consisting of sixteen distribution centers and four cross-docks, encompassing approximately 1.4 million square feet of warehouse space and supported by a fleet of over 400 vehicles.

We distribute a broad assortment of food and non-food products, with a strong focus on specialty ingredients essential for Asian cuisine.

Supported by an extensive supplier network, we seek to provide customers with a one-stop purchasing solution with reliable delivery, high order fulfillment rates, and competitive pricing.

We offer over 2,000 products, which include a broad range of items required to operate a restaurant.

Our product offerings include meat and poultry, fresh produce, frozen seafood, general commodities, and packaging and other non-food products.

The majority of our procurement consists of goods purchased domestically, including meat, poultry, produce, and certain key commodities.

We also source a significant amount of product through imports, including frozen seafood, Asian specialty items, packaging, and other commodities.

The following table sets forth our product categories and sales percentage by category for the year ended December 31, 2025:

Category Description Percentage

Seafood Lobster, shrimp, crab, scallops and fish, such as tuna and Alaskan salmon 36%

Asian Specialty Products with an Asian flair or flavor, including specialty noodles, rice, dry goods, such as dried mushrooms or dried beans, specialty sauces/seasonings, spring rolls, and canned products, such as preserved vegetables, bamboo shoots and water chestnuts

Meat and Poultry Beef, pork, chicken and duck 22%

Fresh Produce Fresh, seasonal fruits and vegetables, such as celery, napa cabbage and winter melon which are widely used in Asian cuisines 11%

Packaging and Other Take-out accessories for customers, from bamboo chopsticks to takeout containers, plastic cups and sushi combo boxes 5%

Asian Specialty Products with an Asian flair or flavor, including specialty noodles, rice, dry goods (such as dried mushrooms or dried beans), specialty sauces/seasonings, spring rolls, and canned products (such as preserved vegetables, bamboo shoots and water chestnuts) 18%

Commodity General commodities including oil, flour, salt and sugar 10%

Our extensive supplier network and long-standing relationships with key suppliers strengthen our negotiating power, allowing us to procure large quantities efficiently through our centralized inventory system.

This strategic approach enhances inventory turnover, optimizes accounts payable, and lowers operating costs.

This gives customers the ability to shift away from fragmented direct-stores and turn to us as their full-service, one-stop solution for the majority of their purchasing needs.

This initiative is made possible from order placement to delivery due to our warehouse operations, optimized fleet management, material handling equipment and techniques, and efficient administrative and operating staff.

This is further complemented by our two outsourced sales call centers located in China which take customers’ inbound calls during non-office hours in the U.S.

for order taking, customer relationship management and after-sales service, offering customers a warm and friendly human interaction channel who speak and understand their language and needs.

We have an extensive reach to our customers through localized, high frequency deliveries which allows them to reduce their inventory through higher inventory turnover and just-in-time inventory, and to reduce waste, especially in fresh products.

Our temperature-controlled trucks deliver both short and medium distance routes daily to ensure on-time delivery and to achieve high fill rates to our customers.

We are differentiated from mainstream food distribution companies, such as Sysco Corporation, US Foods Holding Corp.

and Performance Food Group Company, through our strong understanding of Asian culture and cooking essentials, distinctive product portfolio, and resourceful supply chains.

We believe our wide range of Asian-centric product offerings is unmatched, as many of the items we offer are unique and specific to the Asian restaurant industry.

We believe that our scale and deep knowledge of our customers’ needs provide a competitive advantage over our direct competitors and have contributed greatly to our success, including the following:

• Wide array of Asian specialty products:

These are not commonly provided by large distributors serving the mainstream market.

• Deep understanding of Asian culture:

As our customers are primarily Asian restaurants, most of our employees can speak the primary language of our customers.

We believe this is a key business strength and competitive advantage, as many of the restaurants’ owners/chefs are more comfortable speaking in their primary language.

• Lower sales and administrative expenses:

We outsource our telephone-based sales and customer service to two call centers located in China to better serve our customers around the clock.

• Purchasing power:

We capitalize on economies of scale and have strong relationships with both our domestic and foreign suppliers.

• Warehouse location:

We have strategically located distribution centers and cross-docks, supported by our fleet of delivery vehicles with most routes limited to three to five hours driving time, ensuring on-time delivery and order fill-rate.

• Technology:

With our customized inventory management system, we are able to manage our customer relationships and inventory efficiently and reduce operating expenses.

• Customer-specific marketing:

Our employees’ bilingual capabilities provide a competitive advantage against other major providers in the industry.

We aim to further expand into new key markets, as well as to strategically consolidate our market leadership position in existing markets, primarily through acquisitions.

We will also explore potential vertical expansion in our acquisition strategy, both upstream and downstream of the foodservice value chain, including providing value-added items such as semi-prepared food products to help our customers upgrade their service, as well as exploring adjacent markets.

We continue to invest in technological advancements to develop state-of-the-art management information and operating systems, to further improve our operational efficiency, accuracy and customer satisfaction, and to cement our foothold as a leading foodservice distributor to Asian restaurants in the U.S.

Fresh Produce Fresh, seasonal fruits and vegetables, such as celery, napa cabbage and winter melon which are widely used in Asian cuisines 9%

Packaging and Other Take-out accessories, including bamboo chopsticks, takeout containers, plastic cups and sushi combo boxes 5%

Our supplier network and long-standing relationships with key suppliers strengthen our purchasing capabilities and negotiating position, enabling us to procure product efficiently and support consistent product availability.

We utilize a centralized inventory system to help manage replenishment, optimize inventory levels, and support efficient operations.

We believe these capabilities allow customers to consolidate purchasing that might otherwise be sourced from multiple vendors.

Our operations support the full order-to-delivery process through warehouse execution, fleet management, material handling equipment and processes, and experienced administrative and operating personnel.

In addition, we maintain a centralized outsourced call center that supports customers during non-office hours in the United States for order-taking, customer relationship management, and after-sales service.

Centralizing this function enhances quality assurance and training consistency and provides greater control over coordinated marketing and promotional campaigns, while further strengthening customer service.

We provide localized, high-frequency delivery that supports customers’ operating needs, including reduced on-hand inventory and improved freshness for perishable products.

Our temperature-controlled fleet services both short- and medium-distance routes on a daily basis to support reliable delivery and high fulfillment levels.

We believe we are differentiated from large, mainstream foodservice distributors, such as Sysco Corporation, US Foods Holding Corp.

and Performance Food Group Company, by our deep understanding of Asian culture and cooking essentials, a differentiated product portfolio, and specialized sourcing and distribution capabilities tailored to the needs of independent restaurants.

We offer a broad range of products commonly used in Asian cuisines, including many items that are not widely carried by mainstream distributors.

While Asian restaurants remain our core customer base, we believe many of our competitive strengths—our service model, specialty sourcing, logistics capabilities, and localized delivery density—are also applicable to other ethnic and specialty foodservice segments.

Accordingly, we intend to selectively broaden our strategic focus over time to pursue adjacent cuisines and customer segments where our platform can deliver compelling value.

We also seek to position the Company as a specialty foodservice distributor with capabilities that extend beyond any single category as we execute our long-term growth strategy through a combination of organic initiatives and acquisitions.

We believe our scale and knowledge of customer preferences and operating needs provide competitive advantages, including:

• Differentiated product assortment:

We offer a broad range of Asian specialty products that are not commonly provided by large distributors serving the mainstream market.

• Cultural and language capabilities:

Because many of our customers are immigrant-owned restaurants, a significant portion of our workforce can communicate with customers in their primary language, which we believe strengthens relationships, service quality and retention.

• Service and cost structure:

We utilize a centralized outsourced call center in China to support telephone-based sales and customer service during non-office hours in the United States, which supports responsiveness and efficient coverage.

• Purchasing and sourcing capabilities:

We leverage economies of scale and long-standing relationships with both domestic and foreign suppliers to support consistent product availability and competitive pricing.

• Distribution network and delivery density:

Our distribution centers and cross-docks are strategically located and supported by a fleet of delivery vehicles.

Many delivery routes are limited to approximately three to five hours of driving time, which supports delivery timeliness and high fulfillment levels.

• Technology-enabled operations:

Our customized systems support inventory management, customer service, and operational efficiency.

• Customer-specific marketing and engagement:

Our cultural and bilingual capabilities support targeted communication and promotional activity tailored to customer preferences.

We seek to expand in new and existing markets through a combination of organic initiatives and acquisitions, including opportunities to strengthen our market position, enhance our distribution footprint, and broaden our product capabilities.

We also evaluate potential vertical expansion opportunities in connection with acquisitions, including value-added offerings such as semi-prepared food products, where we believe such offerings can support customer needs and improve service.

We continue to invest in technology and operating systems to improve efficiency, accuracy, and customer satisfaction and to support our long-term growth objectives.

Features of Asian Restaurants

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Asian cuisine requires unique cooking techniques such as steaming and stir-frying in a wok, and requires specialty ingredients and vegetables such as bitter melons, Asian yams, vine spinach, napa cabbage and winter melon.

It also requires special seasonings and spices, including peanut oil, cooking wine, vinegar, dark soy source, black bean sauce, pepper oil and chili oil.

It also requires special seasonings and spices, including peanut oil, cooking wine, vinegar, dark soy sauce, black bean sauce, pepper oil and chili oil.

Most of the unique ingredients for Asian cuisine are staple supplies of HF Foods that are not widely available from mainstream U.S.

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Continued Consumer Spending on Food Away From Home .

As COVID-19 restrictions eased in 2021 and into 2022, both full service and fast food/take out restaurants have rebounded, and we believe the long-term trend of increasing food away from home market consumption has resumed and continues to be a key driver of demand for Asian restaurants.

Restaurant spending has remained resilient as consumer routines have normalized post-pandemic, with consumers continually favoring dining out as part of their routine food consumption.

This trend reflects a broader preference for the convenience, experience, and variety offered by restaurants including those specializing in Asian cuisines.

As consumers maintain strong engagement with restaurant dining, we expect demand for Asian and other foodservice operators to remain robust, supporting ongoing growth opportunities for our business.

Customer Service

We employ a two-pronged approach for a complete and cohesive support to both existing and prospective customers;

namely, the two outsourced call centers located in Fuzhou, China and the domestic sales team in the U.S.

Utilizing these outsourced call centers in China, customers embrace and appreciate our personal customer service conducted in their primary language.

Full sales support from the beginning of a sales order to post-sales service is offered through these call centers.

These services are complemented by our domestic sales teams who make regular on-site visits to customers’ restaurants.

With cultural understanding coupled with a distinct and diverse cultural bonding, the entire sales team has been successful in forging better customer rapport and retention and is better able to understand customers’ needs and operations as compared to the mainstream foodservice distributors attempting to serve this channel.

Utilizing our customized information system to share valuable and pertinent information with our customers is important to help them grow their business.

This information includes, but is not limited to, purchasing history, order tracking, item availability, items on promotion, and best-selling or trending items.

We formulate strategies and implement action plans to ensure cohesive sales and marketing efforts to our existing and prospective customers.

The domestic sales team works closely with the sales staff in China to ensure our strategies are implemented effectively and our action plans are carried out swiftly.

Distribution centers are empowered to cater to local and regional customers’ needs by customizing their specific product portfolio.

With respect to customer care and satisfaction, we offer a refund policy without penalty, which many of our small competitors in the market segment and the direct store distributors are unable to provide.

Our 100% satisfaction guarantee permits our customers to reject part of the order or the entire order within twenty-four hours of receipt without any penalty.

We believe that this refund policy further cements the trust and loyalty of our customers toward our brand and company.

We consolidate procurement on bulk and frequently sold items.

Our distribution centers send their inventory procurement requests to buyers who are responsible for consolidation and fulfillment in the most cost-effective way.

The consolidated procurement process allows HF Foods to establish a meaningful vendor relationship under one brand.

We maintain a large supplier network through a vendor pool with a carefully selected group of suppliers to ensure product quality, availability and competitive pricing.

To minimize costs, the procurement team directly manages our major vendors for large and frequent purchases and engages brokers for our smaller suppliers of specialty goods.

Utilizing brokers allows us to maintain lower costs due to the brokers’ volume.

The key procurement team members closely monitor the supply market for seasonal products, such as vegetables, and makes procurement adjustments according to market conditions.

In addition, they use a dual-sourcing method for their suppliers and can negotiate lower prices for comparable products.

Each distribution center reviews the inventory level in the information system daily and submits purchase requests as needed to the procurement team at headquarters and regional offices.

The procurement teams at headquarters and our regional offices can alter or adjust purchasing decisions based on an analysis of the inventory data in the system.

Upon receipt of ordered products, the delivery schedule is determined based on the needs of each location.

The lead-time for products is dependent on the product

category and need.

For perishable goods, products are usually delivered by suppliers within seventy-two hours of placing the order.

Products that are ordered through import brokers have lead times of up to seven days.

We provide comprehensive support to existing and prospective customers through a two-pronged approach:

a centralized outsourced call center in Fuzhou, China and our domestic sales team in the United States.

The call center supports customers in their primary language and provides order-taking, customer relationship management, and after-sales service, while our domestic sales team maintains close in-market relationships through regular on-site visits to customers’ restaurants.

Together, these teams support the full sales cycle—from initial order through post-sales service—and help strengthen customer rapport and retention.

We believe our cultural understanding and language capabilities enable us to better anticipate customer preferences and operating needs compared to mainstream foodservice distributors.

We also leverage our customized information system to share timely and relevant information with customers to help them grow their business, including purchasing history, order tracking, item availability, promotional items, and best-selling or trending products.

We develop and execute strategies and action plans designed to align sales and marketing efforts across channels.

Our domestic sales team works closely with sales staff in China to help ensure consistent execution and swift follow-through.

In addition, our distribution centers are empowered to meet local and regional customer needs by tailoring their product portfolios.

We also emphasize customer care and satisfaction through a refund policy without penalty.

Our 100% satisfaction guarantee permits customers to reject part of an order or an entire order within 24 hours of receipt without penalty, which we believe further strengthens customer trust and loyalty.

We manage procurement through a centralized purchasing process designed to improve purchasing efficiency, support consistent product availability, and enhance supplier relationships.

Our distribution centers submit inventory replenishment requests through our information systems to designated buyers, who consolidate demand across locations and source products in a cost-effective manner.

We believe this approach enables us to leverage purchasing scale and maintain vendor relationships under a consistent brand.

We maintain a broad supplier network that includes domestic and international suppliers.

We source from a defined vendor pool to support product quality, availability, and competitive pricing.

Our procurement team manages relationships directly with major vendors for high-volume and frequently purchased items.

For smaller-volume purchases and certain specialty items, we also utilize brokers, which can provide access to additional suppliers and purchasing scale.

Our procurement team monitors market conditions for seasonal and other price-sensitive products, including fresh produce, and adjusts purchasing decisions based on availability, pricing, and customer demand.

Where appropriate, we employ multi-sourcing strategies for comparable products to reduce supply risk and support competitive pricing.

Inventory levels are reviewed daily at each distribution center through our information systems, and purchase requests are submitted to procurement teams at headquarters and regional offices as needed.

Procurement personnel may adjust purchasing decisions based on inventory data, forecasted demand, and supplier lead times.

Delivery schedules are coordinated based on the needs of each location and product category.

Lead times vary by product type and sourcing channel.

For perishable goods, suppliers typically deliver products within 72 hours of order placement.

Certain products sourced through import brokers may have lead times of up to seven days.

None of our suppliers accounted for more than 10% of our aggregate purchases during the years ended December 31, 2025 and 2024.

Except for the trademarks for HF black and white/color logos, Rong, Rong GREEN LEAF, Great Wall logos, <333>, SEA333, and SEA888, we do not own or have the right to use any patent, trademark, trade name, license, franchise or concession, the loss of which would have a material adverse effect on our business, financial condition or results of operations.

We rely on trademarks, service marks, trade names, logos, trade dress, domain names, and related brand assets to market and distinguish our products and services.

Our principal U.S.

trademarks include, among others, HF FOODS™, HF FOODS Stylized

(B&W)™, HF FOODS Stylized (Color)™, HF Design (B&W)®, HF Design (Color)®, FENG WEI™, FENG WEI & Design™, FĒNG ZHĪ WÈI (in Chinese Characters)™, FENGWEI™, HAI XI (In Chinese Characters)™, HAI XI SHIPIN PIFA GONGSI (In Chinese Characters)™, OCEAN WEST™, Great Wall Design®, Great Wall Seafood™, RONG GREEN LEAF & Design®, RONG & Design®, <333> (Stylized)®, SEA888 & Design®, the Han Feng trade name, the Rong Cheng trade name.

We own United States registrations for certain of these marks and have additional applications pending with the U.S.

Patent and Trademark Office.

We also claim common law rights in other marks and trade names used in U.S.

commerce for which we have not sought registration.

Common law rights arise from use, can be significant, and are generally limited to the geographic areas and channels of trade in which the marks are used.

Our HF Design (Color)® and HF Design (B&W)® United States registrations have been in place since 2019 and 2020, respectively.

federal trademark registrations generally have an initial ten‑year term and may be renewed for successive ten‑year periods, subject to continued use and required maintenance filings;

accordingly, trademark protection in the United States can be of potentially indefinite duration.

common law trademark rights likewise arise from use and can continue indefinitely so long as the marks remain in use and maintain their distinctiveness.

We consider our trademarks to be material to our business and brand reputation.

We maintain trademark protection through a combination of federal registrations, common law rights, enforcement practices, and renewal and maintenance filings.

We also register and maintain internet domain names incorporating or associated with our brands.

Although our trademarks are important to our business, our overall operations are not dependent on any single trademark, and we believe we have adequate rights to use our material marks in the United States for our current offerings.

However, the value of our trademarks could be diminished if we are unable to maintain or enforce them, if third parties adopt confusingly similar marks, or if our marks become generic or otherwise weakened.

Human Capital

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Our ability to continue to retain, attract, and recruit top talent at all levels is key to our future success.

In 2024, we implemented a Learning Management System (LMS) to consolidate employee training in the areas of safety, security, and compliance.

We continue to transform our operations through new system and process improvements, training and development.

We continue to transform our operations through new system and process improvements, automation equipment and technology, training and development.

HF Foods was founded by Asian Americans, and throughout our history, we have continued to maintain inclusion as one of our top priorities by providing opportunities to all employees regardless of background.

Four out of five members of our Board of Directors are Asian and three out of five are women.

Three out of four members of our Board of Directors are Asian or Hispanic.

At the corporate level, over 50% of our director and above positions are held by women.

Recent Developments

CEO Transition

On October 24, 2024, the Board of Directors of the Company terminated Xiao Mou (Peter) Zhang as Chief Executive Officer of the Company, without cause, effective immediately.

In connection with Mr.

Zhang’s departure, the Company entered into a Severance Agreement and General Release (the “Severance Agreement”) with Mr.

Zhang on November 21, 2024.

Pursuant to the Severance Agreement, which includes a general release of claims by Mr.

Zhang against the Company, Mr.

Zhang will be entitled to receive standard severance benefits provided to a Chief Executive Officer under the Company’s Amended and Restated Severance Plan.

Zhang continues to serve as a Director on the Board of Directors.

On October 24, 2024, Xi (Felix) Lin was appointed to serve as Interim Chief Executive Officer, effective immediately, and continued to serve as the Company’s Chief Operating Officer and President.

On December 17, 2024, the Board of Directors of HF Foods appointed Felix Lin to serve as the Company’s Chief Executive Officer and President, effective January 1, 2025.

Credit Facility Amended

On February 12, 2025, the Company and certain of its subsidiaries (collectively with the Company, the “Borrowers”) entered into that certain Joinder and Amendment No.

4 to Third Amended and Restated Credit Agreement (the “Amendment”) with the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

The Amendment amends the Third Amended and Restated Credit Agreement, dated as of March 31, 2022, by and among the Borrowers, the other loan parties thereto, the Lenders party thereto and the Administrative Agent (as amended, supplemented or otherwise modified, the “Credit Agreement”).

The Amendment amends certain terms and conditions of the Credit Agreement by, among other things, (i) increasing the Aggregate Revolving Commitment (as defined in the Credit Agreement) from $100,000,000 to $125,000,000, (ii) joining three new subsidiaries of the Company to the Credit Agreement, each as a “Borrower” thereunder, (iii) joining Wells Fargo Bank, N.A.

to the Credit Agreement as a “Lender” thereunder, (iv) amending certain affirmative covenants commensurate with the increase in the Aggregate Revolving Commitment, and (v) amending certain restrictions regarding incurring obligations under real property leases and equipment financings in the ordinary course of business.

CFO Transition

On October 15, 2025 (the “Separation Date”), Cindy Yao, departed from the Company as its Chief Financial Officer.

In connection with Ms.

Yao’s departure, the Company entered into a Separation Agreement (the “Separation Agreement”) with Ms.

Yao effective November 6, 2025.

Effective October 15, 2025, Paul McGarry, who previously served as the Company’s Vice President and Corporate Controller was appointed Interim Chief Financial Officer.

Effective January 27, 2026, the Board of Directors appointed Mr.

McGarry to serve as the Company’s Chief Financial Officer.

Opening of a State-of-the-Art Distribution Warehouse in Powder Springs, GA

On December 18, 2025, the Company officially opened its newest 182,000 square foot distribution center located outside Atlanta, in Powder Springs, Georgia.

This brand-new facility includes warehouse, freezer, cooler, and office space and provides significant opportunities for expanding our existing operations in Atlanta and the surrounding cities and states.

The Company plans to incorporate automated material handling and warehouse management technologies at the facility to support operating efficiency.

The new distribution center will continue to service over 1,000 customers from HF Food’s previous Atlanta location and is now open to deliver more business throughout Georgia, Alabama, Mississippi, and Tennessee.

The distribution center is located at 4795 Innovative Highway, Powder Springs, GA 30127, and currently employs over 50 individuals with plans to expand operations throughout 2026.

Adoption of Amended and Restated Executive Severance Plan

On January 27, 2026, the Board approved amendments to the Amended and Restated HF Foods Group Inc.

Severance Plan (the “Amended Severance Plan”), effective January 27, 2026.

The Amended Severance Plan amends, among other items, the definition of “Key Executive” to “Key Employees”, which expands the Amended Severance Plan’s applicability to a “select group of management or highly compensated employees” (within the meaning of Sections 201(a), 301(a)(3) and 401 (a)(1) of the Employee Retirement Income Security Act of 1974, as amended) of the Company who has been designated by the Committee (as defined in the Amended Severance Plan) as a Key Employee for purposes of this Amended Severance Plan.

The Amended Severance Plan also extends the qualifying period for severance payments to certain executives and employees eligible to participate on a termination of employment without “cause” (as defined in the Amended Severance Plan) or by the individual for “good reason” (as defined in the Amended Severance Plan), with different severance payments depending on the title of the individual and whether or not the termination occurring during the period beginning six months before through 24 months after a “change in control” (as defined in the Amended Severance Plan).

Government Regulation

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Department of Labor, which sets employment practice standards for workers, and the U.S.

Department of Transportation, as well as its agencies, the Surface Transportation Board, the Federal Highway Administration, the Federal Motor Carrier Safety Administration, and the National Highway Traffic Safety Administration, which collectively regulate our trucking business through the regulation of operations, safety, insurance and hazardous

We must comply with the safety and fitness regulations promulgated by the Federal Motor Carrier Safety Administration, including those relating to drug and alcohol testing and hours of service.

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Significant new restrictions and tariffs on foreign trade could have a negative impact on our business and could increase the cost of sourcing products and certain equipment and other materials used in our operations that we procure from outside the U.S.

Information about our Executive Officers as of December 31, 2024

Information about our Executive Officers

Name Age Position

Xiao Mou Zhang 52 Former Chief Executive Officer

Xi Lin 36 Chief Executive Officer, President and Chief Operating Officer

Cindy Yao 57 Chief Financial Officer

Christine Chang 42 General Counsel and Chief Compliance Officer

Xiao Mou Zhang (aka Peter Zhang) served as Co-Chief Executive Officer and Director since November 4, 2019 following the merger between HF Foods and B&R Global Holdings Inc.

(“B&R Global”), and was promoted to sole Chief Executive Officer on February 23, 2021 until October 24, 2024.

From 2014 until the merger, he served as chairman of the board and a director of B&R Global that was co-founded by Mr.

Zhang and his partners, to consolidate the shareholdings of various operating entities across the Pacific and Mountain States regions.

Zhang has well over 20 years of experience in the food distribution industry with extensive experience in sales, marketing, financing, acquisitions, inventory, logistics and distribution.

Zhang’s leadership, B&R Global established a large supplier network and maintained long-term relationships with many major suppliers stemming from business relationships that were built up over the years.

A large purchase volume and a centralized procurement process also allowed B&R Global favorable negotiating power with vendors that source high quality products at lower prices than many competitors.

On October 24, 2024, the Board of Directors of HF Foods terminated Xiao Mou (Peter) Zhang as chief executive officer of the Company, without cause, effective immediately.

Zhang’s termination was not due to any disagreement with the Company regarding its financial reporting, policies or practices.

Zhang continues to serve as a director on our Board of Directors.

Xi Lin 36 President and Chief Executive Officer

Cindy Yao 58 Former Chief Financial Officer

Paul McGarry 57 Chief Financial Officer

Christine Chang 43 Chief Administrative Officer

Xi Lin (aka Felix Lin) was appointed to serve as Chief Executive Officer, effective January 1, 2025, and has served as President since February 12, 2024.

Mr Lin previously served as Chief Operating Officer of the Company from May 1, 2022 to January 1, 2025.

Lin previously served as Chief Operating Officer of the Company from May 1, 2022 to January 1, 2025.

Lin also previously served as an independent director of HF Foods from November 2019 to April 2022.

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Prior to his resignation, he was Vice President, with responsibility for compliance, human resources, government relations, corporate training, strategic relationships, and supply chain M&A.

He also held various other leadership positions within Blue Bird Corporation in the Manufacturing Operations and Supply Chain Departments from 2015 to 2016, the Finance

and Accounting Department in 2011 and from 2013 to 2015, and the International Business Development and M&A Departments in 2012.

He also held various other leadership positions within Blue Bird Corporation in the Manufacturing Operations and Supply Chain Departments from 2015 to 2016, the Finance and Accounting Department in 2011 and from 2013 to 2015, and the International Business Development and M&A Departments in 2012.

Lin received his B.A.

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Whitney Bunting College of Business at Georgia College and State University in Georgia, and a Master’s degree in Business Administration from the University of North Carolina at Chapel Hill.

Cindy Yao has served as Chief Financial Officer since May 1, 2024.

Yao joins HF Foods with over three decades of Finance and Accounting leadership experience.

Cindy Yao served as Chief Financial Officer from May 1, 2024 until October 15, 2025.

Yao joined HF Foods with over three decades of Finance and Accounting leadership experience.

For the past 10 years, Ms.

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Yao holds a Master’s degree in Accounting from the Virginia Polytechnic Institute and State University and an Executive Master’s degree in Business Administration from the Simon Business School of the University of Rochester.

Christine Chang has served as General Counsel and Chief Compliance Officer since September 8, 2021.

Yao’s separation from the Company was effective as of October 15, 2025 and terms of the separation are governed by a separation agreement dated October 30, 2025.

Paul McGarry has served as Chief Financial Officer since January 27, 2026.

Prior to his appointment as Chief Financial Officer, Mr.

McGarry served as Interim Chief Financial Officer since October 15, 2025.

McGarry served as the Company’s Vice President, Corporate Controller prior to his appointment as Interim Chief Financial Officer, since February 2025.

McGarry is a senior finance executive with deep experience in public-company corporate governance, enterprise finance, capital markets, and operational transformation.

Prior to joining the Company, Mr.

McGarry served as Corporate Financial Controller at American Battery Technology Company (NASDAQ:

ABAT) from July 2024 until February 2025, where he oversaw financial operations and strengthened the internal control environment.

From 2023 to 2024 he served as a financial executive consultant to Alimera Sciences, Inc.

(now part of ANI Pharmaceuticals, NASDAQ:

ANIP), providing forecasting, financial reporting, and internal control advisory services.

Prior to his time at Alimera Sciences, Inc., Mr.

McGarry was a Senior Vice President, Finance and Chief Accounting Officer at Rockwell Medical, Inc.

RMTI) from 2019 to 2023;

Corporate Financial Controller at Alyvant, Inc.

from 2018 to 2019;

and Corporate Financial Controller at Champions Oncology, Inc.

CSBR) from 2011 to 2018.

He began his career at Deloitte & Touche LLP, where he served as an Audit Manager in Assurance and Advisory Services.

McGarry received his B.S.

in Accounting from The Pennsylvania State University and is a Certified Public Accountant.

Christine Chang has served as Chief Administrative Officer since January 27, 2026.

Prior to her appointment as Chief Administrative Officer, Ms.

Chang served as General Counsel and Chief Compliance Officer since September 8, 2021.

Chang previously served as Vice President - Legal Affairs, Labor Relations and Litigation for Boyd Gaming Corp.

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What changed 10-K

Item 1. Business