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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): October 13, 2025
HF FOODS GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
State or other Jurisdiction of
incorporation )
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001-38180
(Commission
File No.)
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81-2717873
(IRS Employer
Identification No)
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6325 South Rainbow Boulevard, Suite 420
Las Vegas, Nevada
(Address of principal executive offices)
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89118
(Zip Code)
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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:
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| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
HFFG |
Nasdaq Capital Market |
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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
Appointment of Paul McGarry as Interim Chief Financial Officer
On October 13, 2025, the Board of Directors (the "Board") of HF Foods Group Inc. (the “Company”) appointed Paul McGarry as Interim Chief Financial Officer (principal financial and accounting officer) of the Company, effective October 15, 2025. Mr. McGarry has served as the Company's Vice President, Corporate Controller since February 2025.
Effective October 15, 2025, Cindy Yao, separated from the Company as the Chief Financial Officer of the Company. Ms. Yao's separation will be treated as a termination without cause for purposes of her offer letter with the Company. Ms. Yao's termination is not the result of any disagreements concerning financial disclosures or accounting matters.
Mr. McGarry, 58, is a senior finance executive with deep experience in public-company corporate governance, enterprise finance, capital markets, and operational transformation. Prior to joining the Company, Mr. McGarry served as Corporate Financial Controller at American Battery Technology Company (July 2024–February 2025), where he oversaw financial operations and strengthened the internal-control environment. From 2023 to 2024, he served as a financial executive consultant to Alimera Sciences, Inc., providing forecasting, financial reporting, and internal-control advisory services. Earlier, Mr. McGarry was Senior Vice President, Finance and Chief Accounting Officer at Rockwell Medical, Inc. (2019–2023); Corporate Financial Controller at Alyvant, Inc. (2018–2019); and Corporate Financial Controller at Champions Oncology, Inc. (2011–2018). He began his career at Deloitte & Touche LLP, where he served as an Audit Manager in Assurance and Advisory Services. Mr. McGarry received his B.S. in Accounting from The Pennsylvania State University and is a Certified Public Accountant.
In connection with his appointment as Interim Chief Financial Officer, the Company entered into an amendment to the Offer Letter (defined below). Pursuant to such amendment, Mr. McGarry is receiving an additional, monthly payment of $10,000, effective October 15, 2025, and a $50,000 bonus payment upon the timely filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Additionally, Mr. McGarry is continuing under the terms of his existing compensation arrangement with the Company pursuant to his offer of employment, dated February 6, 2025 (the "Offer Letter"). The Offer Letter provides for (i) an annual base salary of $240,000, (ii) a discretionary annual bonus opportunity in an amount equal to 30% of his annual base salary, (iii) eligibility to receive an equity grant under the Company’s 2018 Omnibus Equity Incentive Plan (the “Incentive Plan”), subject to annual approval by the Compensation Committee of the Board, with a target amount of 30% of Mr. McGarry's base salary.
The foregoing summary of the terms of the Offer Letter, as amended, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter and amendment, a copy of which are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.
There are no arrangements or understandings between Mr. McGarry and any other person pursuant to which Mr. McGarry was appointed to serve as Interim Chief Financial Officer of the Company. Mr. McGarry has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no related party transactions between the Company and Mr. McGarry which would require disclosure under Item 404(a) of Regulation S-K.
Appointment of Jeffery Taylor as a Director
Additionally, effective October 13, 2025, the Board, acting upon the recommendation of the Nominating and Governance Committee, appointed Jeffery Taylor as a director of the Company to fill a vacancy on the Board. The Board has determined that Mr. Taylor qualifies as an independent director under applicable Nasdaq rules. The Board is now composed of four independent directors, comprising a majority of the Board, and the Company’s CEO and President, Felix Lin. The Board has also appointed Mr. Taylor as a member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, effective October 13, 2025.
Mr. Taylor has over 27 years of senior finance leadership experience across iconic blue-chip manufacturing companies, including most recently serving as VP, Chief Financial Officer and Chief Accounting Officer of Franklin Electric Co., Inc. (NASDAQ: FELE), where he led revenue growth from $1.7 billion to $2.0 billion while driving operating income from $190 million to $244 million. He also spearheaded working capital reduction efforts that generated over $200 million in free cash flow improvement and developed an elevated investor relations program to enhance shareholder communication. Prior to Franklin Electric, Mr. Taylor served as CFO of Blue Bird Corporation (NASDAQ: BLBD) and Wabash National Corporation (NYSE: WNC), where he executed a $360 million strategic acquisition and led comprehensive finance transformation initiatives. His earlier experience includes senior finance positions at Pfizer/King Pharmaceuticals, Inc. (now part of Pfizer Inc.) and Eastman Chemical Company. Mr. Taylor holds an MBA from the University of Texas at Austin, and a B.S. in Chemical Engineering from Arizona State University.
Mr. Taylor 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. Taylor was not selected as a director pursuant to any arrangement or understanding between himself and any other person.
In connection with his appointment, Mr. Taylor 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 as the Company’s other independent directors have entered into (the "Letter Agreement"). Mr. Taylor 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 5, 2025.
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 10.3 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On October 16, 2025, the Company issued a press release announcing the appointment of Mr. Taylor. 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.
(d) Exhibits.
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| Exhibit No. |
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Description |
| 10.1 |
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| 10.2 |
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| 10.3 |
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| 99.1 |
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| 104 |
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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.
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HF FOODS GROUP INC. |
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| Date: October 16, 2025 |
/s/ Paul McGarry |
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Paul McGarry |
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Interim Chief Financial Officer |
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EX-10.1
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exhibit101-offerletter.htm
EX-10.1
Document
02/06/2025
Paul McGarry
Re: Offer of Employment
Dear Paul,
LE060 B&R Global Services, LLC ("Company") is pleased to extend an offer of employment to you for the position described below and based upon the terms outlined. Please review this offer of employment in its entirety and contact me with any questions concerning its contents. Welcome to the HF Family!
Your employment as a/an Corporate Controller with the Company will commence on 02/25/2025.
Work Location and Hours
Your work site is located at the Company offices at 6325 South Rainbow Boulevard Suite 420, Las Vegas, Nevada 89118. General office hours are from 8 a.m. to 5 p.m., Monday through Friday. These hours are subject to change pursuant to the needs of the business.
Classification of Employment
Your employment classification is defined as Salary Exempt employee.
Reporting Relationship & Responsibilities
Your primary duties will be as a/an Corporate Controller. The Job Description for the position will be provided to you upon acceptance of this offer. You will report directly to the Chief Financial Officer, Cindy Yao.
Compensation
You will be compensated at the annual salary rate of $240,000.00 in regular bi-weekly installments less applicable payroll deductions and statutory withholdings permissible under federal and state law.
The Company pays its employees on a bi-weekly payroll schedule every other Friday.
Benefit Eligibility Period
Information pertaining to benefit options and eligibility provisions, such as medical, dental and vision insurance will be provided upon hiring.
Paid Time Off
The company uses a Vacation and Sick Time Off system. You will be eligible for the Unlimited Vacation time off plan. Sick time is accrued and paid according to state and local laws. The Company observes several paid holidays within a year.
Management Incentive Program
Your annual target bonus will be equal to 30% of your Base Salary. This will be prorated for the year based on your hire date. If hired on or after September 1st, you will not be eligible for the current year's bonus.
Equity Incentive Program
You will be eligible to participate in the Company's long-term incentive equity plan, subject to annual Compensation Committee approval. Your annual target equity grant award will be equal to 30% of your Base Salary. If hired on or after June 30th, the award will be granted on the following year.
Company Policies and Procedures
We will provide you with the Company Employee Handbook at your orientation. You are required to review the Employee Handbook in its entirety and sign the acknowledgment. We ask that you abide by the policies and procedures set forth in this Handbook, bringing any questions or comments to the attention of either your supervisor or a Human Resources Representative.
Employment Contingencies
Your offer of employment by the Company is contingent upon receiving the following documentation:
•Signed offer letter.
•Comprehensive and favorable employment history and references.
•Signed Acknowledgement that you have reviewed the Employee Handbook within three (3) days of your date of hire.
•Successful background check for all position and drug testing for all safety sensitive positions.
•Submitting documentation within three (3) days of your date of hire, to satisfy U.S. employment eligibility requirements in accordance with federal law.
Employment Relationship
Your employment with the Company is defined as "at-will". Both you and the Company may decide to terminate the employment relationship at any time, for any reason or no reason, with or without cause or prior notice from either, you or the Company.
Expiration of Offer
If this offer of employment is not accepted by you on, or before the end of business on Tuesday February 11, 2025, it will be subject to revocation by the Company.
If you understand and agree to the terms set forth in this offer of employment, please sign both copies where indicated and return one (1) original letter to me. Please retain one (1) original copy of this offer letter for your files.
If you have any questions whatsoever concerning the contents of this offer of employment, please do contact me. We are excited that you are joining our team!
Sincerely,
/s/ Jason White
Jason White
Senior Vice President of People and Technology
I HAVE READ THE ABOVE TERMS OF THIS OFFER OF EMPLOYMENT AND I FULLY UNDERSTAND, ACCEPT AND AGREE TO THEM.
/s/ Paul E McGarry
February 6, 2025
Signature
EX-10.2
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exhibit102-amendment.htm
EX-10.2
Document
October 13, 2025
Paul McGarry
Re: Amendment to your Offer of Employment
Dear Paul,
The purpose of this letter agreement is to amend the terms of the Offer of Employment entered into between you and LE060 B&R Global Services, LLC, a subsidiary of HF Foods Group Inc. (the “Company”), dated February 6, 2025 (the “Offer Letter”) to reflect our mutual understanding about your new role as interim Chief Financial Officer of the Company.
Accordingly, the Offer Letter is hereby amended as follows:
1.The Section titled “Reporting Relationship & Responsibilities” shall be updated to add the following paragraph at the end of the section:
Notwithstanding the foregoing, for the period beginning on October 15, 2025 and until the date a permanent Chief Financial Officer of the Company is appointed by the Company (the “Interim Period”), your primary duties will be as interim Chief Financial Officer of the Company. During the Interim Period, you will report directly to the Chief Executive Officer of the Company, Felix Lin.
2. The Section titled “Compensation” shall be updated to add the following paragraph at the end of the section:
Notwithstanding the foregoing, during the Interim Period, you will receive a monthly stipend of $10,000 in addition to your regular monthly salary ,payable in regular bi-weekly installments less applicable payroll deductions and statutory withholding. Such stipend will be pro-rated for any partial month based on the number of days you served as the interim Chief Financial Officer. The pro-rated amount will be determined by multiplying $10,000 by a fraction, the numerator of which is the number of calendar days you served as interim Chief Financial Officer in such month and the denominator of which is the total number of calendar days in such month.
Additionally, if during the Interim Period, the Company files its 2025 Form 10-K on or before the filing deadline, you will receive an additional one-time lump sum payment of $50,000, less applicable payroll deductions and statutory withholding (the “10-KBonus.”) The 10-K Bonus will be paid to you within twenty-one (21) business days of the timely filing date of the 2025 Form 10-K.
The amended terms of your Offer Letter set forth above will become effective as of the date these terms have been agreed to and accepted by you. Except as explicitly amended by this letter agreement, the Offer Letter will continue in full force and effect in accordance with its terms.
Sincerely,
LE060 B&R Global Services, LLC
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| By: |
/s/ Felix Lin |
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| Name: |
Felix Lin |
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| Title: |
Chief Executive Officer |
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| Date: |
October 15, 2025 |
HF Foods Group Inc.
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| By: |
/s/ Felix Lin |
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| Name: |
Felix Lin |
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| Title: |
Chief Executive Officer |
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| Date: |
October 15, 2025 |
AGREED TO AND ACCEPTED BY:
Paul McGarry
/s/ Paul E McGarry
Date: October 15, 2025
EX-99.1
4
ex991-pressreleasexcfodepa.htm
EX-99.1
Document
HF Foods Group Announces Leadership Changes
LAS VEGAS – October 16, 2025 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States, today announced the appointment of Jeffery Taylor to its Board of Directors.
Mr. Taylor brings over 27 years of senior finance leadership experience across iconic blue-chip manufacturing companies, including most recently serving as VP, Chief Financial Officer and Chief Accounting Officer of Franklin Electric Co., Inc. (NASDAQ: FELE), a global industrial manufacturer. His proven expertise spans financial management, M&A execution, capital markets financing, operational finance transformation, and public company board governance, making him an invaluable strategic advisor as HF Foods continues executing its operational transformation plan.
“We are thrilled to welcome Jeff to our Board of Directors at this pivotal time in HF Foods’ evolution,” said Felix Lin, President and Chief Executive Officer of HF Foods. “Jeff’s extensive public company CFO experience and proven track record of driving profitable growth, leading transformational initiatives, and enhancing shareholder value align perfectly with our strategic objectives. His deep expertise in M&A execution spanning small tuck-in to large strategic acquisitions, and capital markets experience is expected to be instrumental as we continue to pursue growth opportunities and operational excellence. His background in leading organizations through periods of significant growth and change, combined with his extensive board governance experience, positions him perfectly to help guide HF Foods toward achieving its full potential.”
During his tenure as CFO of Franklin Electric from 2021 to 2025, Mr. Taylor led revenue growth from $1.7 billion to $2.0 billion while driving operating income from $190 million to $244 million. He also spearheaded working capital reduction efforts that generated over $200 million in free cash flow improvement and developed an elevated investor relations program to enhance shareholder communication.
Prior to Franklin Electric, Mr. Taylor served as CFO of Blue Bird Corporation (NASDAQ: BLBD) and Wabash National Corporation (NYSE: WNC), where he executed a $360 million strategic acquisition and led comprehensive finance transformation initiatives. His earlier experience includes senior finance positions at King Pharmaceuticals, Inc. (now part of Pfizer Inc.) and Eastman Chemical Company. Mr. Taylor holds an MBA from the University of Texas at Austin, and a B.S. in Chemical Engineering from Arizona State University.
“I am honored to join HF Foods’ Board of Directors during such an exciting period of growth and transformation,” said Mr. Taylor. “Having spent nearly three decades in senior finance leadership roles across diverse manufacturing environments, I’m impressed by HF Foods’ strategic vision and the significant opportunities ahead. I look forward to leveraging my public company and board experience to help the Company accelerate its growth trajectory while creating sustainable value for all stakeholders. HF Foods’ commitment to operational excellence and strategic evolution aligns perfectly with my passion for driving results in dynamic market environments.”
Chief Financial Officer Transition
The Company also announced today a CFO transition to enhance its financial leadership as it advances its strategic transformation. Paul McGarry, the Company's Vice President, Corporate Controller, has been appointed Interim CFO, effective October 15, 2025, replacing Cindy Yao, while the Company conducts a comprehensive search for a permanent successor. Mr. McGarry brings extensive finance experience and deep knowledge of HF Foods’ business operations.
“We have complete confidence in Paul’s ability to provide seamless leadership during this transition,” said Mr. Lin. “Additionally, Jeff’s appointment to our board brings valuable expertise that will serve as exceptional mentorship to Paul and our permanent CFO replacement, providing critical guidance on financial strategy, investor relations, and value creation initiatives.
We thank Cindy for her contributions to HF Foods during her tenure.”
The Company has begun the process of identifying a permanent CFO.
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.
Forward-Looking Statements
All statements in this news release other than statements of historical facts are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as “aims,” “continues,” “expects,” “plans,” “will,” and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to our ability to consummate our operational transformation plan as anticipated, risks relating to the impact of our operational plan on our sales and efficiencies, risks relating to the impact of demographic trends on demand for the products we distribute, risks related to potential increases in tariff-related costs, statements of assumption underlying any of the foregoing, and other factors including those disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements.
Contact:
ICR
Investors: Anna Kate Heller
Media: Michael Wolfe
hffoodsgroup@icrinc.com