HF Foods Group Inc.

There have been no material changes from the risk factors disclosed in Item 1A of our 2025 Annual Report other than the below item.

We may not realize the anticipated benefits of the Searay Acquisition, our first international expansion, which also exposes us to risks associated with international operations.

On August 31, 2026, we completed the acquisition of Searay Foods Inc. and Morgan Foods Inc., a Canadian importer and distributor of frozen seafood, for a base purchase price of CAD$47.9 million, paid in cash and shares of our common stock, plus contingent earnout payments based on achievement of specified EBITDA targets over a two- to three-year period following the closing of the Searay Acquisition. If we are unable to integrate the Searay Acquisition successfully or realize anticipated economic, operational and other benefits and synergies in a timely manner, our earnings may be materially adversely affected. Changes in the fair value of the contingent consideration payable to the sellers could be material to our results of operations.

The products we distribute in Canada are subject to regulation by Health Canada and the Canadian Food Inspection Agency. Further, foreign currency exchange rates and fluctuations may have an effect on our future costs or on future cash flows from our foreign operations and could materially adversely affect our financial condition and results of operations. Additionally, adverse economic conditions in Canada could materially impact our financial condition and results of operations. We are also subject to Canadian tax laws and to trade measures between the U.S. and Canada, including the tariffs and counter-tariffs imposed by both countries in 2026, any of which could adversely affect our business, financial condition and results of operations.