Item 5. Other Information
ITEM 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the quarter ended June 30, 2026, none of our officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. Exhibits
The following exhibits are incorporated herein by reference or are filed or furnished with this report as indicated below:
Incorporated by Reference
Exhibit Number Description Form Exhibit Filing Date
3.1
Second Amended and Restated Certificate of Incorporation
8-K 3.1.2 11/5/2019
3.2
Amended and Restated Bylaws
8-K 3.02 11/4/2022
3.3
First Amendment to Amended and Restated Bylaws, dated April 25, 2023
8-K 3.1 4/26/2023
3.4
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock
8-K 3.1 4/12/2023
3.5
C ertificate of Designation of Rights, Preferences Privileges of Series AA Participating Preferred Stock
8-K 3.1 6/12/2026
4.1
Specimen Common Stock Certificate
S-1/A 4.2 7/28/2017
4.2
Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC
S-1/A 4.5 7/28/2017
4.3
P referred Stock Rights Agreement, dated as of June 12, 2026, by and between HF Foods Group Inc. and Equiniti
8-K 4.1 6/12/2026
10.1
S ecurities Purchase Agreement, dated as of July 17, 2026, by and among HF Foods Group inc., HF Acquis ition Newco Inc., HF Toro Canada Holdings Inc., Searay Foods Inc., Morgan Foods Inc., the Sellers named therein, and Jackie Chi Fai Chan, as Sellers Representative. †+
8-K 10.1 7/23/2026
10.2
Joinder and Amendment No. 7 to Third Amended and Restated Credit Agreement, dated as of July 29, 2026, by and among HF Foods Group Inc. B&R Global Holdings Inc., subsidiaries of the Company, JPM organ Chase Bank, N.A. as Administrative Agent , and certain lender parties thereto. †+
8-K 10.1 7/31/2026
31.1 *
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2 *
Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1 **
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 **
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†
Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are both (i) not material to investors and (ii) the type of information that the Company customarily and actually treats as private or confidential, and have been marked with ‘‘[***]’’ to indicate where omissions have been made. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
+ Schedules and similar attachments have been omitted pursuant to Item 601(b)(5)of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
* Filed herewith.
** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HF Foods Group Inc.
By: /s/ Felix Lin
Felix Lin
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Paul McGarry
Paul McGarry
Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: August 10, 2026
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.