HF Foods Group Inc. 10-Q

ITEM 1A. Risk Factors. There have been no material changes from the risk factors disclosed in Item 1A of our 2025 Annual Report other than the below item. Our stockholder rights plan could delay or prevent a change of control that our stockholders may consider favorable and could adversely affect the market price of our common stock. On June 11, 2026, our Board of Directors adopted a limited-duration stockholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of our common stock. The rights generally become exercisable if a person or group acquires beneficial ownership of 15% or more of our outstanding common stock in a transaction not approved by our Board, in which case holders other than the acquiring person would be entitled to purchase our common stock at a substantial discount, resulting in significant dilution to the acquiring person. The rights plan is intended to protect stockholders from unreported group formation and unsolicited takeover efforts that our Board believes do not offer adequate value, but it may also have the effect of deterring, delaying, or preventing a change of control, including an acquisition that some or all of our stockholders might consider beneficial or that would result in a premium over the market price of our common stock. The existence of the rights plan may also limit the price that investors are willing to pay for our common stock, and could discourage proxy contests or make it more difficult for stockholders to replace members of our Board or management. The rights plan is scheduled to expire on June 10, 2027, unless earlier redeemed, exchanged, or terminated, and our Board may extend, amend, or terminate the plan. ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities. None. ITEM 3. Defaults Upon Senior Securities. None. ITEM 4. Mine Safety Disclosures. Not applicable.