Form 8-K
8-K — HF Foods Group Inc.
Accession: 0001628280-26-044442
Filed: 2026-06-22
Period: 2026-06-16
CIK: 0001680873
SIC: 5140 (WHOLESALE-GROCERIES & RELATED PRODUCTS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — hffg-20260616.htm (Primary)
EX-99.1 (exhibit991-taylorbrownboar.htm)
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8-K
8-K (Primary)
Filename: hffg-20260616.htm · Sequence: 1
hffg-20260616
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2026
HF FOODS GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
State or other Jurisdiction of
incorporation )
001-38180
(Commission
File No.)
81-2717873
(IRS Employer
Identification No)
6325 South Rainbow Boulevard, Suite 420
Las Vegas, Nevada
(Address of principal executive offices)
89118
(Zip Code)
Registrant’s telephone number, including area code: (888)-905-0998
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 par value HFFG
Nasdaq Capital Market
Preferred Share Purchase Rights N/A
Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 16, 2026, the Board of Directors (the "Board") of HF Foods Group Inc. (the "Company"), acting upon the recommendation of the Nominating and Corporate Governance Committee, (i) increased the size of the Board from four (4) directors to five (5) directors and (ii) appointed Taylor Brown as a director of the Company to fill the vacancy on the Board, effective June 19, 2026. The Board has determined that Mr. Brown qualifies as an independent director under applicable Nasdaq rules. At this time, Mr. Brown has not been appointed to serve on any committees of the Board.
Mr. Brown, 37, is an attorney, business advisor and strategic communications executive with more than 12 years of experience advising companies, executives and growth-stage boards on acquisitions, commercial disputes, regulatory exposure, and stakeholder strategy. From May 2020 to January 2024, Mr. Brown served as Campaign Manager and Senior Strategic Advisor for statewide executive campaign organizations, where he managed operational accountability for a budget exceeding $100 million and built and mobilized a 21-region field organization with more than 1,000 paid staffers. Mr. Brown’s experience includes, among other things, advising companies on acquisitions, restructurings, capital rounds, resource allocation and post-transaction risk considerations. He also has experience developing legal and stakeholder communications strategy in high-scrutiny environments involving legal, reputational, operational and executive priorities. Mr. Brown received his Juris Doctor from Mercer University, Walter F. George School of Law, and his Bachelor of Arts in Political Science from the University of Georgia.
Mr. Brown is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Brown was not selected as a director pursuant to any arrangement or understanding between himself and any other person.
In connection with his appointment, Mr. Brown will enter into a letter agreement with the Company reflecting the terms of his appointment, including the standard compensation for the Company’s independent directors and other normal terms relating to confidentiality and avoidance of conflicts of interest, substantially in the form of the letter agreement entered into by the Company’s other independent directors (the "Letter Agreement"). Mr. Brown will be compensated on the same basis as all other directors of the Company, as described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024.
The foregoing summary of the terms of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document, a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 22, 2026, the Company issued a press release announcing the appointment of Mr. Brown. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1
Form of Letter Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024).
99.1
Press release, dated June 22, 2026
104.0 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
HF FOODS GROUP INC.
Date: June 22, 2026 /s/ Paul McGarry
Paul McGarry
Chief Financial Officer
EX-99.1
EX-99.1
Filename: exhibit991-taylorbrownboar.htm · Sequence: 2
Document
Exhibit 99.1
HF FOODS GROUP APPOINTS TAYLOR S. BROWN TO BOARD OF DIRECTORS
Appointment Expands Board to Five Directors; Brown Brings Legal, Acquisitions, and Operational Experience
LAS VEGAS, June 22, 2026 (GLOBE NEWSWIRE) — HF Foods Group Inc. (NASDAQ: HFFG), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States, today announced the appointment of Taylor S. Brown, Esq. to its Board of Directors, effective June 19, 2026.
The Board, acting upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from four to five directors and appointed Mr. Brown as an independent director to fill the resulting vacancy. The Board has determined that Mr. Brown qualifies as an independent director under applicable Nasdaq listing standards. At this time, Mr. Brown has not been appointed to serve on any Board committees.
“Taylor brings a rare combination of legal acuity, operational discipline, and communications judgment that we believe will add meaningful value to our Board. His experience advising companies through acquisitions, restructurings, and other complex business issues is directly relevant to where HF Foods is today — executing on our operational priorities while remaining opportunistic on growth. We are pleased to welcome him to the Board and look forward to the perspective he will bring,” said Felix Lin, Chief Executive Officer of HF Foods Group.
Mr. Brown is an attorney, business advisor, and strategic communications executive with more than 12 years of experience advising companies, executives, and growth-stage boards on acquisitions, commercial disputes, regulatory exposure, governance practices, and stakeholder strategy. From May 2020 to January 2024, Mr. Brown served as Campaign Manager and Senior Strategic Advisor for statewide executive campaign organizations, where he managed operational accountability for a budget exceeding $100 million and built and mobilized a 21-region field organization with more than 1,000 paid staffers. His professional experience includes counseling companies on acquisitions, restructurings, capital rounds, resource allocation, and post-transaction risk considerations; advising on transportation logistics, operational law, and commercial real estate matters; and developing integrated legal and stakeholder communications strategies in high-scrutiny environments. Mr. Brown received his Juris Doctor from Mercer University, Walter F. George School of Law, and his Bachelor of Arts in Political Science from the University of Georgia.
“HF Foods is a company with strong market positioning, a differentiated distribution network, and a clear strategic path forward, and I am honored to join its Board at this stage of the Company’s development. I look forward to leveraging my experience in governance, risk, acquisitions, and stakeholder strategy to support the Board and management team as they continue to build long-term value for shareholders,” said Taylor S. Brown.
Mr. Brown will be compensated on the same basis as the Company’s other independent directors, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024.
About HF Foods Group Inc.
HF Foods Group Inc. is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food
products and supplies in the US and Asia. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com.
Contacts:
ICR
Anna Kate Heller
hffoodsgroup@icrinc.com
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Jun. 16, 2026
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