HF Foods Group Inc 2025年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-38180 HF Foods Group Inc.(Exact name of registrant as specified in its charter) (888) 905-0998(Registrant’s telephone number, including area code) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act.)Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was approximately $143.6 million. As of March9, 2026, there were 53,043,832 shares of the registrant’s common stock, par value $0.0001, outstanding. Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part IIIof this Annual Report on Form 10-K to the extent stated herein. The registrant’s Proxy Statement will be filed with the Securities andExchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025. HF FOODS GROUP INC.Annual Report on Form 10-KFor the Fiscal Year Ended December31, 2025 TABLE OF CONTENTS PART IPage No.Item 1. Business3Item 1A. Risk Factors11Item 1B. Unresolved Staff Comments19Item 1C. Cybersecurity19Item 2. Properties20Item 3. Legal Proceedings21Item 4. Mine Safety Disclosures21PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities22Item 6. [Reserved]23Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 7A. Quantitative and Qualitative Disclosures About Market Risk31Item 8. Financial Statements and Supplementary Data32Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure68Item 9A. Controls and Procedures68Item 9B. Other Information72Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections72PART IIIItem 10. Directors, Executive Officers and Corporate Governance73Item 11. Executive Compensation73Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Matters73Item 13. Certain Relationships and Related Transactions, and Director Independence73Item 14. Principal Accounting Fees and Services73PART IVItem 15. Exhibits and Financial Statement Schedules73Item 16. Form 10-K Summary76 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K for HF Foods Group Inc. (“HF Foods”, the “Company,” “we,” “us,” or “our”) contains forward-lookingstatements. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptionsand other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,”“expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of thosewords or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statementis not forward-looking. We derive many of our forward-looking statements from our operating budgets and forecasts, which are basedon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict theimpact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-lookingstatements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Factorsthat could cause or contribute to such differences include those discu