HF Foods Group Inc. 10-Q

ITEM 1. Financial Statements. HF Foods Group Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except share data) (Unaudited) June 30, 2026 December 31, 2025 ASSETS CURRENT ASSETS: Cash $ 18,104 $ 8,641 Accounts receivable, net of allowances of $ 1,087 and $ 1,199 63,963 65,691 Accounts receivable - related parties 995 546 Inventories 114,922 106,629 Prepaid expenses and other current assets 7,224 9,725 Assets held for sale — 2,768 TOTAL CURRENT ASSETS 205,208 194,000 Property and equipment, net 178,889 163,397 Operating lease right-of-use assets 22,509 26,049 Long-term investments 2,048 2,144 Customer relationships, net 120,765 126,048 Trademarks, trade names and other intangibles, net 22,832 25,440 Other long-term assets 4,345 4,451 TOTAL ASSETS $ 556,596 $ 541,529 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Checks issued not presented for payment $ 5,585 $ 1,674 Line of credit 77,128 55,799 Accounts payable 70,776 74,475 Accounts payable - related parties 298 384 Current portion of long-term debt, net 5,211 6,683 Current portion of obligations under finance leases 6,733 6,425 Current portion of obligations under operating leases 2,957 4,334 Accrued expenses and other liabilities 15,790 14,994 TOTAL CURRENT LIABILITIES 184,478 164,768 Long-term debt, net of current portion 95,344 99,436 Obligations under finance leases, non-current 23,534 25,279 Obligations under operating leases, non-current 23,058 22,990 Deferred tax liabilities 22,118 23,808 Other long-term liabilities 246 1,662 TOTAL LIABILITIES 348,778 337,943 COMMITMENTS AND CONTINGENCIES (Note 15) SHAREHOLDERS’ EQUITY: Series A Participating Preferred Stock, par value $ 0.001 ; 100,000 shares authorized, no shares issued and outstanding — — Series AA Participating Preferred Stock, par value $ 0.001 ; 100,000 shares authorized, no shares issued and outstanding — — Preferred Stock, $ 0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding — — Common Stock, $ 0.0001 par value; 100,000,000 shares authorized; 55,472,840 and 55,041,255 shares issued and 53,900,945 and 53,043,832 shares outstanding as of June 30, 2026 and December 31, 2025, respectively 5 5 Treasury stock (included in common stock issued above), at cost; 1,571,895 shares as of June 30, 2026 and 1,997,423 as of December 31, 2025 ( 6,099 ) ( 7,750 ) Additional paid-in capital 605,102 605,838 Accumulated deficit ( 392,237 ) ( 396,042 ) TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 206,771 202,051 Noncontrolling interests 1,047 1,535 TOTAL SHAREHOLDERS’ EQUITY 207,818 203,586 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 556,596 $ 541,529 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 HF Foods Group Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (In thousands, except share and per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net revenue - third parties $ 322,314 $ 313,550 $ 633,273 $ 611,023 Net revenue - related parties 1,467 1,303 2,510 2,258 TOTAL NET REVENUE 323,781 314,853 635,783 613,281 Cost of revenue - third parties 267,397 258,552 527,918 505,143 Cost of revenue - related parties 1,336 1,169 2,291 2,047 TOTAL COST OF REVENUE 268,733 259,721 530,209 507,190 GROSS PROFIT 55,048 55,132 105,574 106,091 Distribution, selling and administrative expenses 52,231 51,013 101,720 100,818 INCOME FROM OPERATIONS 2,817 4,119 3,854 5,273 Interest expense 2,916 2,817 5,728 5,426 Other income, net ( 2,209 ) ( 414 ) ( 4,100 ) ( 591 ) Change in fair value of interest rate swap contracts ( 729 ) 685 ( 1,572 ) 1,869 INCOME (LOSS) BEFORE INCOME TAXES 2,839 1,031 3,798 ( 1,431 ) Income tax expense (benefit) 218 521 ( 179 ) ( 411 ) NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) 2,621 510 3,977 ( 1,020 ) Less: net income (loss) attributable to noncontrolling interests 41 ( 706 ) 172 ( 591 ) NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. $ 2,580 $ 1,216 $ 3,805 $ ( 429 ) EARNINGS (LOSS) PER COMMON SHARE - BASIC $ 0.05 $ 0.02 $ 0.07 $ ( 0.01 ) EARNINGS (LOSS) PER COMMON SHARE - DILUTED $ 0.05 $ 0.02 $ 0.07 $ ( 0.01 ) WEIGHTED AVERAGE SHARES - BASIC 53,429,826 52,969,037 53,242,757 52,853,982 WEIGHTED AVERAGE SHARES - DILUTED 53,890,411 53,414,715 53,710,401 52,853,982 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 HF Foods Group Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net Income (loss) $ 3,977 $ ( 1,020 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization expense 14,981 14,019 Gain from disposal of property and equipment ( 1,368 ) — Credit for expected credit losses 25 618 Deferred tax benefit ( 1,690 ) ( 1,967 ) Change in fair value of interest rate swap contracts ( 1,572 ) 1,869 Stock-based compensation 892 999 Non-cash lease expense 3,540 2,488 Other non-cash expense (income) 185 ( 330 ) Changes in operating assets and liabilities: Accounts receivable 1,703 1,406 Accounts receivable - related parties ( 449 ) ( 170 ) Inventories ( 8,293 ) ( 29,457 ) Prepaid expenses and other current assets 2,491 4,723 Other long-term assets 8 541 Checks issued not presented for payment 3,911 1,302 Accounts payable ( 3,825 ) 17,419 Accounts payable - related parties ( 86 ) 188 Operating lease liabilities ( 1,309 ) ( 1,735 ) Accrued expenses and other liabilities 910 ( 425 ) Net cash provided by operating activities 14,031 10,468 Cash flows from investing activities: Purchase of property and equipment ( 20,324 ) ( 6,731 ) Proceeds from sale of property and equipment 4,253 139 Net cash used in investing activities ( 16,071 ) ( 6,592 ) Cash flows from financing activities: Payments for tax withholding related to vested stock awards ( 77 ) ( 156 ) Proceeds from line of credit 833,415 631,713 Repayment of line of credit ( 811,728 ) ( 628,237 ) Proceeds from issuance of debt 1,439 — Repayment of long-term debt ( 6,974 ) ( 2,730 ) Payment of debt financing costs ( 476 ) ( 213 ) Repayment of obligations under finance leases ( 3,536 ) ( 3,070 ) Proceeds from at-the-market equity offering share sales 275 — Acquisition of noncontrolling interests ( 835 ) — Net cash provided by (used in) financing activities 11,503 ( 2,693 ) Net increase in cash 9,463 1,183 Cash at beginning of the period 8,641 14,467 Cash at end of the period $ 18,104 $ 15,650 Supplemental disclosure of cash flow data: Cash paid for interest $ 5,769 $ 5,492 Cash paid for income taxes 269 111 Supplemental disclosure of non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 16,542 Property acquired in exchange for finance leases 2,099 13,596 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 HF Foods Group Inc. and Subsidiaries Consolidated Statements of Changes in Shareholders' Equity (In thousands, except share data) (Unaudited) Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Non-controlling Interests Total Shareholders’ Equity Shares Amount Shares Amount Balance at January 1, 2025 54,735,073 $ 5 1,997,423 $ ( 7,750 ) $ 604,235 $ ( 357,199 ) $ 239,291 $ 2,003 $ 241,294 Net income (loss) — — — — — ( 1,645 ) ( 1,645 ) 115 ( 1,530 ) Stock-based compensation — — — — 374 — 374 — 374 Balance at March 31, 2025 54,735,073 $ 5 1,997,423 $ ( 7,750 ) $ 604,609 $ ( 358,844 ) $ 238,020 $ 2,118 $ 240,138 Net income (loss) — — — — — 1,216 1,216 ( 706 ) 510 Issuance of common stock pursuant to equity compensation plan 316,251 — — — — — — — — Shares withheld for tax withholdings on vested awards ( 39,196 ) — — — ( 156 ) — ( 156 ) — ( 156 ) Stock-based compensation — — — — 625 — 625 — 625 Balance at June 30, 2025 55,012,128 $ 5 1,997,423 $ ( 7,750 ) $ 605,078 $ ( 357,628 ) $ 239,705 $ 1,412 $ 241,117 Balance at January 1, 2026 55,041,255 $ 5 1,997,423 $ ( 7,750 ) $ 605,838 $ ( 396,042 ) $ 202,051 $ 1,535 $ 203,586 Net income — — — — — 1,225 1,225 131 1,356 Issuance of common stock under at-the-market equity offering 155,000 — — — 275 — 275 — 275 Acquisition of Non-Controlling Interest — — — — ( 175 ) — ( 175 ) ( 660 ) ( 835 ) Stock-based compensation — — — — 305 — 305 — 305 Balance at March 31, 2026 55,196,255 $ 5 1,997,423 $ ( 7,750 ) $ 606,243 $ ( 394,817 ) $ 203,681 $ 1,006 $ 204,687 Net income — — — — — 2,580 2,580 41 2,621 Issuance of common stock pursuant to equity compensation plan 313,352 — ( 425,528 ) 1,651 ( 1,651 ) — — — — Shares withheld for tax withholdings on vested awards ( 36,767 ) — — — ( 77 ) — ( 77 ) — ( 77 ) Stock-based compensation — — — — 587 — 587 — 587 Balance at June 30, 2026 55,472,840 $ 5 1,571,895 $ ( 6,099 ) $ 605,102 $ ( 392,237 ) $ 206,771 $ 1,047 $ 207,818 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 HF Foods Group Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements Note 1 - Organization and Description of Business Organization and General HF Foods Group Inc., headquartered in Las Vegas, Nevada, operating through our subsidiaries (collectively “HF Foods” or the “Company”) is a 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. With multiple distribution centers located throughout the nation, HF Foods supplies Asian cuisine through its relationships with growers and suppliers of food products in North America, South America and Asia. The Company’s business consists of one operating segment, which is also its one reportable segment: HF Foods, which operates solely in the United States, offers specialty restaurant foods and supplies to its customers. Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), regarding interim financial reporting. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 (our “2025 Annual Report”). There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our 2025 Annual Report. All significant intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its condensed consolidated statements of operations and comprehensive income (loss) equal to the percentage of the economic or ownership interest retained in such entity by the respective noncontrolling party. Noncontrolling Interests GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of the Company’s condensed consolidated balance sheets. In addition, the amounts attributable to the net income (loss) of those noncontrolling interests are reported separately in the condensed consolidated statements of operations and comprehensive income (loss). On March 1, 2026, the Company acquired an 18.99 % ownership interest in its consolidated subsidiary, Min Food, Inc. (“Min Food”), from two investors for total consideration of approximately $ 0.8 million. Following the completion of this transaction, the Company’s ownership interest in Min Food increased from 60.25 % to 79.24 %, and the noncontrolling interest decreased from 39.75 % to 20.76 %. Because the Company maintained a controlling financial interest in Min Food both before and after the transaction, this acquisition was accounted for as an equity transaction in accordance with ASC 810, Consolidation . No gain or loss was recognized in the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2026 and December 31, 2025, noncontrolling interest equity consisted of the following: ($ in thousands) Ownership of noncontrolling interest at June 30, 2026 June 30, 2026 December 31, 2025 Min Food, Inc. 20.76 % $ 686 $ 1,173 Monterey Food Service, LLC 35.00 % 361 362 Total $ 1,047 $ 1,535 Uses of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the 5 Company’s consolidated financial statements include, but are not limited to, inventory reserves, impairment of long-lived assets, and impairment of goodwill. Recently Issued Accounting Pronouncements not yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. This guidance is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This standard is intended to improve the operability and application of guidance related to capitalized software development costs. The guidance becomes effective on a prospective basis, with the option for modified prospective or retrospective application, for all entities for annual reporting periods beginning after December 15, 2027 and interim periods in those annual periods. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270). This new standard clarifies interim reporting guidance, develops a list of disclosures required by other Topics and intends to enhance consistency in interim reporting across entities. The standard allows for early adoption and becomes effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s interim financial statement disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This update addresses a broad range of topics including technical corrections, unintended applications of the codifications, clarifications of certain items, and other minor improvements. The ASU is effective for annual and interim reporting periods beginning after December 15, 2026. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures. Recently Adopted Accounting Pronouncements In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard amends ASC 326-20 to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The Company adopted this guidance prospectively effective January 1, 2026 and elected the practical expedient provided thereunder. The adoption did not have a material impact on the Company’s consolidated financial statements. 6 Note 3 - Revenue The following table presents the Company’s net revenue disaggregated by principal product categories: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Seafood $ 111,027 34 % $ 112,080 36 % $ 227,140 36 % $ 217,655 36 % Meat and Poultry 62,283 19 % 71,769 23 % 123,835 20 % 137,794 22 % Asian Specialty 49,555 15 % 57,124 18 % 103,991 16 % 118,104 19 % Commodity 57,248 18 % 31,295 10 % 93,351 15 % 55,111 9 % Produce 29,485 9 % 27,606 9 % 59,002 9 % 55,517 9 % Packaging and Other 14,183 5 % 14,979 4 % 28,464 4 % 29,100 5 % Total $ 323,781 100 % $ 314,853 100 % $ 635,783 100 % $ 613,281 100 % The Company changed its methodology of how it assigns certain food products to its Asian Specialty, Commodity and other categories in the current period. Prior period amounts have not been adjusted to reflect changes in the methodology for allocating certain food products to the product categories as recasting such prior period amounts was impracticable. As a result, comparability between periods may be affected. Note 4 - Balance Sheet Components Accounts receivable, net consisted of the following: (In thousands) June 30, 2026 December 31, 2025 Accounts receivable $ 65,050 $ 66,890 Less: allowance for expected credit losses ( 1,087 ) ( 1,199 ) Accounts receivable, net $ 63,963 $ 65,691 The beginning balance of accounts receivable as of January 1, 2025 was $ 55.7 million. Movement of allowance for expected credit losses was as follows: Six Months Ended June 30, (In thousands) 2026 2025 Beginning balance $ 1,199 $ 1,557 Credit for expected credit losses 25 618 Bad debt write-offs ( 137 ) ( 1 ) Ending balance $ 1,087 $ 2,174 Prepaid expenses and other current assets consisted of the following: (In thousands) June 30, 2026 December 31, 2025 Prepaid expenses $ 1,319 $ 5,641 Advances to suppliers 2,361 1,514 Other current assets 3,544 2,570 Prepaid expenses and other current assets $ 7,224 $ 9,725 7 Assets held for sale consisted of the following: (In thousands) June 30, 2026 December 31, 2025 Buildings $ — $ 2,034 Land — 734 Assets held for sale $ — $ 2,768 In 2025, the Company approved a plan to sell land and a building it owned in Utah. The Company engaged a firm to market the location for sale and solicited multiple offers on the property. On October 17, 2025, the Company executed a sale agreement for the assets and subsequently determined that the assets met the accounting requirements to be classified as held for sale as of December 31, 2025. The Company closed on the sale of the land and building on February 12, 2026. The gain of $ 1.4 million realized on the sale was recognized in other income, net on our condensed consolidated statements of operations and comprehensive income (loss) in the current year. Property and equipment, net consisted of the following: (In thousands) June 30, 2026 December 31, 2025 Automobiles (1) $ 65,574 $ 65,202 Buildings 64,608 60,648 Building improvements (1) 41,164 41,182 Furniture and fixtures 454 489 Land 57,721 49,180 Machinery and equipment (1) 12,018 14,500 Construction in progress 8,017 2,493 Subtotal 249,556 233,694 Less: accumulated depreciation ( 70,667 ) ( 70,297 ) Property and equipment, net $ 178,889 $ 163,397 _________________ (1) The cost and accumulated depreciation of property and equipment related to finance leases was $ 51.2 million and $ 24.2 million, respectively, at June 30, 2026 and $ 50.0 million and $ 21.1 million, respectively, at December 31, 2025. The total future minimum lease payments under all finance leases as of June 30, 2026 is $ 41.7 million. Depreciation expense was $ 3.5 million and $ 3.2 million for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense was $ 7.1 million and $ 6.1 million for the six months ended June 30, 2026 and 2025, respectively. Long-term investments consisted of the following: (In thousands) Ownership as of June 30, 2026 June 30, 2026 December 31, 2025 Asahi Food, Inc. (“Asahi”) 49.0 % $ 248 $ 344 Pt. Tamron Akuatik Produk Industri (“Tamron”) 12.0 % 1,800 1,800 Total long-term investments $ 2,048 $ 2,144 The investment in Tamron is accounted for using the measurement alternative under Accounting Standards Codification (“ASC”) Topic 321 Investments—Equity Securities , which is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments, if any. The investment in Asahi is accounted for under the equity method due to the fact that the Company has significant influence but does not exercise control over this investee. The Company determined there was no impairment for the six months ended June 30, 2026 and 2025 for these investments. 8 Accrued expenses and other liabilities consisted of the following: (In thousands) June 30, 2026 December 31, 2025 Accrued compensation $ 6,376 $ 6,690 Accrued professional fees 681 300 Accrued interest and fees 818 862 Self-insurance liability 2,580 1,969 Advance from customers 430 549 Other 4,905 4,624 Total accrued expenses and other liabilities $ 15,790 $ 14,994 Note 5 - Fair Value Measurements The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the dates indicated: June 30, 2026 December 31, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (In thousands) Assets: Interest rate swaps $ — $ 283 $ — $ 283 $ — $ 241 $ — $ 241 Liabilities: Interest rate swaps $ — $ 77 $ — $ 77 $ — $ 1,607 $ — $ 1,607 The Company follows the provisions of ASC Topic 820 Fair Value Measurement which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: • Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. • Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. • Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions about what assumptions market participants would use in pricing the asset or liability based on the best available information. Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented herein. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, other current assets, accounts payable, checks issued not presented for payment and accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. See Note 7 - Derivative Financial Instruments for additional information regarding the Company’s interest rate swaps. 9 Carrying Value and Estimated Fair Value of Outstanding Debt - The following table presents the carrying value and estimated fair value of the Company’s outstanding debt as described in Note 8 - Long-Term Debt , including the current portion, as of the dates indicated: Fair Value Measurements Carrying Value (In thousands) Level 1 Level 2 Level 3 June 30, 2026 Fixed rate debt: Bank of America $ — $ — $ 24 $ 25 Other financial institutions $ — $ 2,566 $ — $ 2,956 Variable rate debt: JPMorgan Chase $ — $ 90,490 $ — $ 90,490 Bank of America $ — $ 1,850 $ — $ 1,850 East West Bank $ — $ 5,234 $ — $ 5,234 December 31, 2025 Fixed rate debt: Bank of America $ — $ — $ 48 $ 51 Other finance institutions $ — $ 2,474 $ — $ 2,784 Variable rate debt: JPMorgan Chase $ — $ 96,023 $ — $ 96,023 Bank of America $ — $ 1,930 $ — $ 1,930 East West Bank $ — $ 5,331 $ — $ 5,331 The carrying value of the variable rate debt approximates its fair value because of the variability of interest rates associated with these instruments. For the Company’s fixed rate debt, the fair values were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements. See Note 8 - Long-Term Debt for additional information regarding the Company’s debt. Nonrecurring Fair Values The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. We performed a quantitative goodwill impairment analysis as of December 31, 2025. The results of testing as of December 31, 2025 concluded that the estimated fair value of our one reporting unit fell short of carrying value, and therefore impairment existed as of that date. A goodwill impairment charge of $ 38.8 million was recorded for the year ended December 31, 2025, which resulted in the full impairment of our remaining goodwill balance. The calculation of the fair value of our reporting unit was determined using Level 3 fair value measurements due to its use of internal projections and unobservable measurement inputs. There were no assets carried at nonrecurring fair value at June 30, 2026. There were no assets carried at nonrecurring fair value other than goodwill as of December 31, 2025. 10 Note 6 - Intangible Assets Intangible Assets The components of the intangible assets are as follows: June 30, 2026 December 31, 2025 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks and trade names $ 44,207 $ ( 26,097 ) $ 18,110 $ 44,207 $ ( 23,894 ) $ 20,313 Customer relationships 185,266 ( 64,501 ) 120,765 185,266 ( 59,218 ) 126,048 Inventory Management System 5,667 ( 945 ) 4,722 5,667 ( 540 ) 5,127 Total $ 235,140 $ ( 91,543 ) $ 143,597 $ 235,140 $ ( 83,652 ) $ 151,488 Amortization expense for intangible assets was $ 3.9 million each for the three months ended June 30, 2026 and 2025, respectively. Amortization expense for intangible assets was $ 7.9 million and $ 7.8 million for the six months ended June 30, 2026 and 2025, respectively. Note 7 - Derivative Financial Instruments Derivative Instruments The Company utilizes interest rate swaps (“IRS”) for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments (as defined in Note 8 - Long-Term Debt ). The Company does not use any other derivative financial instruments for trading or speculative purposes. On August 20, 2019, HF Foods entered into two IRS contracts with East West Bank (the “EWB IRS”) for initial notional amounts of $ 1.1 million and $ 2.6 million, respectively. On April 20, 2023, the Company amended the corresponding mortgage term loans, which pegged the two mortgage term loans to 1-month Term SOFR (Secured Overnight Financing Rate) + 2.29 % per annum for the remaining duration of the term loans. The amended EWB IRS contracts fixed the two term loans at 4.23 % per annum until maturity in September 2029. On December 19, 2019, HF Foods entered into an IRS contract with Bank of America (the “BOA IRS”) for an initial notional amount of $ 2.7 million in conjunction with a newly contracted mortgage term loan of corresponding amount. On December 19, 2021, the Company entered into the Second Amendment to Loan Agreement, which pegged the mortgage term loan to Term SOFR + 2.50 %. The BOA IRS was modified accordingly to fix the SOFR based loan to approximately 4.50 %. The term loan and corresponding BOA IRS contract mature in December 2029. On March 15, 2023, the Company entered into an amortizing IRS contract with JPMorgan Chase for an initial notional amount of $ 120.0 million, effective from March 1, 2023 and expiring in March 2028, as a means to partially hedge its existing floating rate loans exposure. Pursuant to the agreement, the Company will pay the swap counterparty a fixed rate of 4.11 % in exchange for floating payments based on Term SOFR. The Company evaluated the aforementioned IRS contracts currently in place and did not designate those as cash flow hedges. Hence, the fair value changes of these IRS contracts are accounted for and recognized as a change in fair value of interest rate swap contracts in the consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, the Company determined that the fair values of the IRS contracts were $ 0.3 million in an asset position and $ 0.1 million in a liability position. As of December 31, 2025, the fair values of the IRS contracts were $ 0.2 million in an asset position and $ 1.6 million in a liability position. The Company includes these in other long-term assets and other long-term liabilities , respectively, on the consolidated balance sheets. 11 Note 8 - Long-Term Debt Long-term debt at June 30, 2026 and December 31, 2025 is summarized as follows: ($ in thousands) Bank Name Maturity Interest Rate at June 30, 2026 June 30, 2026 December 31, 2025 Bank of America (a) October 2026 - December 2029 4.34 % - 6.23 % $ 1,876 $ 1,981 East West Bank (b) August 2027 - September 2029 5.91 % - 7.25 % 5,234 5,331 Regents Capital Corp. (c) February 2030 9.26 % 1,353 — JPMorgan Chase (d) January 2030 5.60 % 90,642 96,196 Other financial institutions October 2028 - July 2030 6.99 % - 7.70 % 1,652 2,784 Total debt, principal amount 100,757 106,292 Less: debt issuance costs ( 202 ) ( 173 ) Total debt, carrying value 100,555 106,119 Less: current portion ( 5,211 ) ( 6,683 ) Long-term debt $ 95,344 $ 99,436 _______________ (a) Loan balance consists of real estate term loan and equipment term loan, collateralized by one real property and specific equipment. The real estate term loan is pegged to TERM SOFR + 2.50 %. (b) Real estate term loans with East West Bank are collateralized by three real properties. Balloon payments of $ 1.9 million and $ 2.9 million are due at maturity in 2027 and 2029, respectively. (c) Equipment loan secured by the financed equipment assets and has a maturity date in February 2030. (d) Real estate term loan with a principal balance of $ 90.6 million as of June 30, 2026 and $ 96.2 million as of December 31, 2025 is secured by assets held by the Company and has a maturity date of January 2030. The terms of the various loan agreements related to long-term bank borrowings require the Company to comply with certain financial covenants, including, but not limited to, a fixed charge coverage ratio and effective tangible net worth. As of June 30, 2026, the Company was in compliance with its covenants. Credit Facility On March 31, 2022, the Company entered into the Third Amended Credit Agreement extending the Revolving Facility for five years , with a maturity date of March 31, 2027. The Third Amended Credit Agreement provides for a $ 100.0 million asset-secured revolving credit facility with a one-month SOFR plus a credit adjustment of 0.1 % plus 1.375 % per annum. On February 6, 2024, the Company amended the Third Amended Credit Agreement to (i) remove a cap on permitted indebtedness in respect of capital lease obligations, subject to certain enumerated conditions; (ii) create a reserve on the borrowing base, which will be reduced on a dollar-for-dollar basis once the Company has made expenditures in excess of such amount relating to the development and construction of certain real property, and which amounts shall be excluded from certain financial covenants under the Third Amended Credit Agreement and; (iii) remove certain sublease income from various financial covenants. On July 15, 2024, the Company again amended the Third Amended Credit Agreement to (i) increase the issuing bank sublimit to $ 10.0 million and; (ii) modify the due date for a borrowing base certificate based on availability under the revolving credit facility. On February 12, 2025, the Company entered into a Joinder and Amendment no. 4 to the Third Amended Credit Agreement, which revised certain terms by, among other things, (i) increasing the Revolving Commitment (as defined in the Credit Agreement) from $ 100.0 million to $ 125.0 million, (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 Revolving Facility, and (v) amending certain restrictions regarding incurring obligations under real property leases and equipment financings in the ordinary course of business. On March 30, 2026, the Company entered into a Joinder and Amendment no. 5 (the “Fifth Amendment”) to the Third Amended Credit Agreement, with JPMorgan Chase Bank, and certain other lender parties thereto, to revise the Third Amended Credit Agreement. The Fifth Amendment revises the credit agreement to (i) extend the maturity date of the credit facility to the earlier of March 31, 2031 or certain other dates subject to conditions specified in the agreement; (ii) amend the interest rate to be based upon the one month SOFR plus a fixed spread based upon the daily availability of the aggregate revolving commitment; and (iii) add HF Atlanta, LLC as an additional loan party as a “Borrower” thereunder. 12 As of June 30, 2026, the Company was in compliance with its covenants. The outstanding principal balance on the line of credit as of June 30, 2026 was $ 77.1 million and outstanding letters of credit amounted to $ 8.2 million leaving access to approximately $ 39.7 million in additional funds through our $ 125.0 million line of credit, subject to a borrowing base calculation. Note 9 - Shareholders' Equity Common Stock The Company had 100,000,000 shares of common stock authorized, with a par value of $ 0.0001 per share as of June 30, 2026 and December 31, 2025. On September 25, 2025, the Company entered into an At-the-Market (ATM) Sales Agreement with D.A. Davidson & Co. and Roth Capital Partners, LLC, pursuant to which the Company may sell, from time to time, at its discretion, shares (the “Shares”) of the Company’s common stock, par value $ 0.0001 per share, having an aggregate offering price of up to $ 100.0 million, subject to the terms of the sales agreement. During the quarter ended June 30, 2026, the Company sold no shares under the offering. During the six months ended June 30, 2026 the Company sold 155,000 Shares for cash proceeds of $ 0.3 million under the offering. The Company sold no Shares under the offering during the year ended December 31, 2025. Preferred Stock The Company had authorized 100,000 shares of Series A Participating Preferred Stock, with a par value of $ 0.001 per share and 1,000,000 shares of Preferred Stock, with a par value of $ 0.001 per share as of June 30, 2026 and December 31, 2025. The Company had no preferred stock outstanding as of June 30, 2026 or December 31, 2025. Stockholder Rights Plan On June 11, 2026, the Company's Board of Directors declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of the Company's common stock to stockholders of record as of the close of business on June 22, 2026. The Rights were issued pursuant to a Preferred Stock Rights Agreement, dated as of June 11, 2026 (the "Rights Agreement"), between the Company and Equiniti Trust Company, LLC, as rights agent. In connection with the Rights Agreement, the Board designated 100,000 shares of Series AA Participating Preferred Stock, par value $ 0.001 per share ("Series AA Preferred Stock"), and reserved such shares for issuance upon exercise of the Rights. No shares of Series AA Preferred Stock were issued or outstanding as of June 30, 2026. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series AA Preferred Stock at an exercise price of $ 9.55 , subject to adjustment. The Rights are attached to, and trade with, the shares of common stock and are not exercisable until the earlier of ten business days following (i) a public announcement that a person or group has acquired beneficial ownership of 15 % or more of the Company's outstanding common stock without Board approval, or (ii) the commencement of a tender or exchange offer that would result in such ownership. If the Rights become exercisable, each Right (other than Rights beneficially owned by the acquiring person or group, which become null and void) will entitle the holder to purchase shares of common stock having a market value of twice the exercise price. The Rights may be redeemed by the Board at a price of $ 0.001 per Right at any time prior to a triggering event and expire at 5:00 p.m., New York City time, on June 10, 2027, unless earlier redeemed, exchanged, or terminated. The Rights carry no voting or dividend rights. Because the Rights were not exercisable as of June 30, 2026, their issuance had no effect on the Company's condensed consolidated financial statements for the three and six months ended June 30, 2026. Note 10 - Earnings (Loss) Per Share The Company computes earnings (loss) per share (“EPS”) in accordance with ASC Topic 260 (“ASC 260”), Earnings per Share . ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS, but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, warrants and restricted stock) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There were 1,305,105 potential common shares related to performance-based restricted stock units and restricted stock units that were excluded from the calculation of diluted EPS for the six months ended June 30, 2025, because their effect could have been anti-dilutive. The Rights described in Note 9 - Shareholders' Equity are contingently issuable and were excluded from the computation of diluted EPS for the three and six months ended June 30, 2026, as the events that would cause the Rights to become exercisable had not occurred as of June 30, 2026. 13 The following table sets forth the computation of basic and diluted EPS: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except share and per share data) 2026 2025 2026 2025 Numerator: Net income (loss) attributable to HF Foods Group Inc. $ 2,580 $ 1,216 $ 3,805 $ ( 429 ) Denominator: Weighted-average common shares outstanding 53,429,826 52,969,037 53,242,757 52,853,982 Effect of dilutive securities 460,585 445,678 467,644 — Weighted-average dilutive shares outstanding 53,890,411 53,414,715 53,710,401 52,853,982 Earnings (loss) per common share: Basic $ 0.05 $ 0.02 $ 0.07 $ ( 0.01 ) Diluted $ 0.05 $ 0.02 $ 0.07 $ ( 0.01 ) 14 Note 11 - Income Taxes The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income tax rate reflects the income earned and taxed in U.S. federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective income tax rate in the future. As of June 30, 2026, the Company had immaterial operations outside the U.S. and as such, no foreign income tax was recorded. For the three and six months ended June 30, 2026, the Company’s effective income tax rate of 7.7 % and ( 4.7 )%, respectively, differed from the federal statutory rate primarily as a result of investment tax credits recognized in the period, partially offset by discrete tax items, permanent differences and state income taxes. The Company’s tax provision for the six months ended June 30, 2026 includes a discrete tax expense of $ 122 thousand related to stock-based compensation shortfalls and $ 98 thousand related to the remeasurement of deferred tax assets associated with executive compensation. For the three and six months ended June 30, 2025, the Company’s effective tax rate of 50.5 % and 28.7 %, respectively, differed from the federal statutory rate primarily as a result of permanent differences and state income taxes, partially offset by tax credits. Note 12 - Related Party Transactions The Company makes regular purchases from and sales to various related parties. Related party affiliations were attributed to transactions conducted between the Company and those business entities partially or wholly owned by the Company, the Company’s officers and/or shareholders who owned no less than 5 % shareholdings of the Company. The Company believes that Mr. Xiao Mou Zhang (“Mr. Zhang”), the former Chief Executive Officer through October 24, 2024, together with certain of his immediate family members are collectively beneficial owners of more than 5 % of the Company’s outstanding common stock, and they have ownership interests in various related parties involved in (i) the distribution of food and related products to restaurants and other retailers and (ii) the supply of fresh food, frozen food, and packaging supplies to distributors. The Company believes that Mr. Zhou Min Ni (“Mr. Ni”), the Company’s former Co-Chief Executive Officer, together with various trusts for the benefit of Mr. Ni’s four children, are collectively beneficial owners of more than 5 % of the outstanding shares of the Company’s common stock, and he and certain of his immediate family members have ownership interests in related parties involved in (i) the distribution of food and related products to restaurants and other retailers and (ii) the supply of fresh food, frozen food, and packaging supplies to distributors. The related party transactions as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025, are identified as follows: Related Party Sales, Purchases, and Lease Agreements Purchases Below is a summary of purchases of goods and services from related parties recorded for the three and six months ended June 30, 2026 and 2025, respectively: Three Months Ended June 30, Six Months Ended June 30, (In thousands) Nature 2026 2025 2026 2025 (a) Asahi Food, Inc. Trade $ 28 $ 40 $ 50 $ 65 (b) Conexus Food Solutions LLC (formerly known as Best Food Services, LLC) Trade 1,099 935 1,857 1,959 (b) Empire Trading Investment LLC Trade 10 — 10 — (c) Ocean Pacific Seafood Group, Inc. Trade 62 41 175 114 (c) Rainfield Ranches, LP Trade 20 22 77 43 Total $ 1,219 $ 1,038 $ 2,169 $ 2,181 _______________ (a) The Company, through its subsidiary Mountain Food, LLC, owns an equity interest in this entity. (b) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang’s children. (c) Mr. Zhou Min Ni owns an equity interest in this entity. 15 Sales Below is a summary of sales to related parties recorded for the three and six months ended June 30, 2026 and 2025, respectively: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 (a) ABC Food Trading, LLC $ 715 $ 497 $ 1,093 $ 924 (b) Asahi Food, Inc. 248 235 441 387 (a) Conexus Food Solutions LLC (formerly known as Best Food Services, LLC) 497 498 957 840 (c) First Choice Seafood, Inc. — — — 6 (c) Fortune One Foods, Inc. 7 62 19 90 (d) Ocean Pacific Seafood Group, Inc. — 11 — 11 Total $ 1,467 $ 1,303 $ 2,510 $ 2,258 _______________ (a) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang’s children. (b) The Company, through its subsidiary Mountain Food, LLC, owns an equity interest in this entity. (c) Mr. Zhou Min Ni owns an equity interest in this entity indirectly through its parent company. (d) Mr. Zhou Min Ni owns an equity interest in this entity. Lease Agreement The Company has a lease agreement with a related party, Asahi Food, Inc. Beginning in 2014, the Company leased a warehouse to Asahi Food, Inc. under a commercial lease agreement which was rescinded on March 1, 2020. A new commercial lease agreement was entered into, expiring September 1, 2023, with optional renewal periods. The lease term was extended by an addendum dated September 1, 2023, which extended the lease through September 1, 2025. A second addendum, executed effective September 1, 2025, was enacted during the third quarter of 2025 which extends the expiration of the lease by one year to September 1, 2026. Rental income was $ 72 thousand for both the six months ended June 30, 2026 and 2025, which is included in other income, net in the condensed consolidated statements of operations and comprehensive income (loss). Related Party Balances Accounts Receivable - Related Parties, Net Below is a summary of accounts receivable with related parties recorded as of June 30, 2026 and December 31, 2025, respectively: (In thousands) June 30, 2026 December 31, 2025 (a) ABC Food Trading, LLC $ 419 $ 115 (b) Asahi Food, Inc. 331 177 (a) Conexus Food Solutions LLC (formerly known as Best Food Services, LLC) 245 254 Total $ 995 $ 546 _______________ (a) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang’s children. (b) The Company, through its subsidiary Mountain Food, LLC, owns an equity interest in this entity. All accounts receivable from these related parties are current and considered fully collectible. No allowance is deemed necessary as of June 30, 2026 and December 31, 2025. Line of Credit Note - Related Parties The Company issued a $ 51,000 line of credit note to Asahi Food, Inc. on November 1, 2024, which is outstanding at June 30, 2026 and included in other current assets in the consolidated balance sheet. Interest shall accrue at a rate of 7.25 % per annum with monthly payments of interest only due beginning December 1, 2024 and continuing through the first day of each calendar month until the maturity date. The note was extended for an additional twelve months during the fourth quarter and will become due on October 31, 2026. Interest income was $ 1,849 and $ 2,157 for the six months ended June 30, 2026 and 2025, 16 respectively, which is included in other income, net in the condensed consolidated statements of operations and comprehensive income (loss). Accounts Payable - Related Parties All the accounts payable to related parties are payable upon demand without interest. Below is a summary of accounts payable with related parties recorded as of June 30, 2026 and December 31, 2025, respectively: (In thousands) June 30, 2026 December 31, 2025 (a) Conexus Food Solutions LLC (formerly known as Best Food Services, LLC) $ 294 $ 360 Others 4 24 Total $ 298 $ 384 _______________ (a) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang’s children. Note 13 - Stock-Based Compensation In 2021, the Company began issuing awards under the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (the “2018 Incentive Plan”), which reserves up to 3,000,000 shares of the Company’s common stock for issuance of awards to employees and non-employee directors. On June 3, 2024, the Company’s shareholders approved an amendment to the 2018 Incentive Plan which increased the number of shares of the Company’s common stock available for issuance under the 2018 Incentive Plan to 7,000,000 , an increase of 4,000,000 shares. As of June 30, 2026, the Company had 1,090,679 time-based vesting restricted stock units (“RSUs”) unvested, and 1,566,806 performance-based restricted stock units (“PSUs”) unvested, 1,828,673 shares of common stock vested and 2,513,842 shares remaining available for future awards under the 2018 Incentive Plan. On June 11, 2026, the Company granted an aggregate of 425,528 time-based restricted-stock awards (“RSAs”) to four participants issued from treasury stock. The RSAs have a grant date fair value of $ 1.88 per share, or approximately $ 0.8 million in the aggregate, and cliff vest on October 18, 2027, subject to the recipient’s continued service through the vesting date. Recipients hold full voting rights and nonforfeitable dividend rights with respect to the RSAs from the grant date. Stock-based compensation expense was $ 0.6 million and $ 0.6 million for the three months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense was $ 0.9 million and $ 1.0 million for the six months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense was included in distribution, selling and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, there was $ 5.4 million of total unrecognized compensation cost related to all non-vested outstanding RSUs, PSUs, and RSAs outstanding under the Company’s Equity Plans, with a weighted average remaining service period of 2.12 years. 17 Note 14 - Segment Information The Company’s business consists of one operating segment, which is also its one reportable segment. The Company operates solely in the United States and derives revenues by providing sales of food and non-food to customers. The segment’s customer base consists primarily of Asian restaurants located throughout the United States. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated net income (loss) to assess financial performance and allocate resources. The Company’s measure of segment assets is total assets, as reported on the consolidated balance sheets. The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Net revenue $ 323,781 $ 314,853 $ 635,783 $ 613,281 Less: Cost of revenue 268,733 259,721 530,209 507,190 Operating expenses: Payroll and related labor costs 24,373 25,644 48,425 50,423 Professional fees 2,503 2,138 4,150 4,728 Depreciation 3,511 3,241 7,090 6,129 Amortization 3,949 4,021 7,891 7,890 Other segment expenses (a) 17,895 15,969 34,164 31,648 Distribution, selling and administrative expenses 52,231 51,013 101,720 100,818 Other (income) expenses: Interest expense 2,916 2,817 5,728 5,426 Other income, net ( 2,209 ) ( 414 ) ( 4,100 ) ( 591 ) Change in fair value of interest rate swap contracts ( 729 ) 685 ( 1,572 ) 1,869 Income tax expense (benefit) 218 521 ( 179 ) ( 411 ) Less: net income (loss) attributable to noncontrolling interests 41 ( 706 ) 172 ( 591 ) NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. $ 2,580 $ 1,216 $ 3,805 $ ( 429 ) _______________ (a) Other segment expenses include distribution, selling and administrative expenses which are not provided to the CODM on a regular basis. These expenses include primarily auto & truck expense, insurance, occupancy expense and utilities. Note 15 - Commitments and Contingencies From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to its pending litigation and revises its estimates when additional information becomes available. Adverse outcomes in some or all of these matters may result in significant monetary damages or injunctive relief against the Company that could adversely affect its ability to conduct business. There also exists the possibility of a material adverse effect on the Company’s financial statements for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable. Legal costs associated with loss contingencies are expensed as incurred. AnHeart Lease Matter In connection with lease arrangements relating to properties located at 273 Fifth Avenue and 275 Fifth Avenue in Manhattan, New York, the Company previously guaranteed certain obligations of AnHeart, Inc. under those leases. Following AnHeart’s 18 default under the 275 Fifth Avenue lease in 2022, the Company performed under its guaranty and pursued remedies to recover amounts it believes are owed under contractual and related arrangements. On February 25, 2022, the Company initiated legal proceedings against AnHeart, Inc. and Minsheng Pharmaceutical Group Company, Ltd. (“Minsheng”), who in 2019 executed on behalf of AnHeart, an unconditional guaranty of all liabilities arising from the leases, in favor of the Company. In March 2022, that proceeding was stayed in connection with certain payment commitments being made by AnHeart. After such payment commitments were not satisfied, the Company commenced a new action in New York County Supreme Court on October 25, 2023 against AnHeart and Minsheng seeking recovery of amounts alleged to be due under the relevant arrangements. The parties subsequently entered into a settlement arrangement providing for specified monthly payments through December 2025, after which regular monthly rental payments were to resume in accordance with the applicable lease terms. The Company continues to evaluate and pursue its rights and remedies with respect to these matters. The ultimate outcome cannot be predicted with certainty. Based on information currently available, management does not believe that the resolution of this matter will have a material adverse effect on the Company’s consolidated financial statements. Other Commitments As of June 30, 2026, the Company had additional vehicle leases that had not yet commenced which total $ 3.2 million in future minimum lease payments. 19 Note 16 - Subsequent Events Acquisition of Searay Foods Inc. On July 17, 2026, the Company, HF Acquisition Newco Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and HF Toro Canada Holdings Inc., a British Columbia company and wholly-owned subsidiary of the Company (collectively, the "Buyer Entities"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Searay Foods Inc. and Morgan Foods Inc., each a corporation formed under the laws of British Columbia (collectively, "Searay"), the sellers named therein (the "Sellers"), and a representative of the Sellers. Pursuant to the Purchase Agreement, the Buyer Entities will acquire 100 % of the issued and outstanding securities of Searay. The aggregate base purchase price is CAD$ 47.9 million (approximately US$ 35 million based on the exchange rate in effect on the date of the Purchase Agreement), payable as (i) CAD$ 38.4 million in cash, subject to customary post-closing adjustments, and (ii) 1,701,871 shares of the Company's common stock to be deposited into escrow at closing. The shares to be issued will be exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation S and Regulation D thereunder. In addition, the Sellers are eligible to receive contingent earnout payments based on the achievement of specified EBITDA targets over a two - to three-year period following the closing. The closing is subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals, and is expected to occur no later than August 31, 2026, unless the Purchase Agreement is earlier terminated or extended in accordance with its terms. In connection with the Purchase Agreement, certain key employees of Searay, including a Seller, entered into employment agreements with a subsidiary of the Company. The transaction will expand the Company's operational footprint into Canada through the Vancouver, British Columbia market and will serve as the Company's first expansion into an international market outside of the United States. Amendment to Real Estate Term Loan and Revolving Credit Agreement On July 29, 2026, the Company, its wholly-owned subsidiary B&R Global Holdings, Inc., and certain other wholly-owned subsidiaries and affiliates of the Company, as borrowers, and certain material subsidiaries of the Company, as guarantors, entered into a Joinder and Amendment No. 7 (the “Seventh Amendment”) to the Third Amended and Restated Credit Agreement, dated as of March 31, 2022, as previously amended (the “Existing Credit Agreement”, and as amended by the Seventh Amendment, the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., TD Bank, N.A. and Fifth Third Bank, N.A., as lenders. In connection with the Seventh Amendment, Wells Fargo Bank, N.A. ceased to be a lender under the Amended Credit Agreement. The Seventh Amendment does not constitute a novation of the obligations under the Existing Credit Agreement, and all existing obligations thereunder continue in full force and effect as obligations under the Amended Credit Agreement. The Seventh Amendment increased the revolving commitments under the Company’s asset-based revolving credit facility from $ 125.0 million to $ 140.0 million and refinanced and upsized the Company’s term loans, resulting in term loans with an aggregate outstanding principal balance of $ 125.0 million immediately following the closing. The revolving commitments mature on July 29, 2031, and the term loans mature on July 29, 2036. Additional information regarding the Seventh Amendment is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2026. 20