8-K current report · filed Jul 23, 2026

HF Foods Group Inc. (HFFG) 8-K Current Report: July 23, 2026

Item 1.01Item 8.01Item EX-99.1HFFG overview

Short answer

HF Foods Group Inc. (HFFG) filed an 8-K current report with the SEC on July 23, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Acquisition of Searay Canada and Morgan Foods adds two wholly owned Canadian subsidiaries.

HF Foods Group Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Acquisition of Searay Canada and Morgan Foods adds two wholly owned Canadian subsidiaries
  • CAD$47.9M base purchase price equals 5.0x baseline Adjusted EBITDA of CAD$9.56M
  • Consideration includes CAD$38.4M cash plus 1,701,871 shares placed in escrow
  • Additional contingent earnouts tied to EBITDA targets over two to three years
  • Closing subject to regulatory approvals, targeted by August 31, 2026

Item 8.01 · Other Events

  • Press release announces an unspecified transaction, with substantive terms contained in Exhibit 99.1
  • Transaction details needed to assess valuation, financing, strategic rationale, and shareholder impact

Item EX-99.1 · Exhibit EX-99.1

  • Proposed acquisition of Searay for approximately CAD$47.9M, or US$35M, at 5.0x 2025 Adjusted EBITDA
  • First international expansion, establishing HF Foods’ Canadian platform in Vancouver’s specialty Asian-food market
  • Consideration funded through cash and newly issued HF Foods shares, creating potential dilution
  • Searay’s 14%-15% Normalized EBITDA margins could lift HF Foods’ profitability and EPS immediately
  • Q3 2026 closing subject to regulatory approvals, with integration and foreign-currency risks remaining

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