HF Foods Group Inc. 8K

HF Foods Group Inc. agreed to acquire all of the equity of Searay Foods Inc. and Morgan Foods Inc. for cash, HF Foods shares held in escrow, and multi-year EBITDA-based earnouts, subject to customary closing conditions and post-closing adjustment and indemnity mechanisms.

HF Foods Group Inc., through its subsidiaries HF Acquisition Newco Inc. and HF Toro Canada Holdings Inc. (Searay AcquisitionCo), entered into a Securities Purchase Agreement dated July 17, 2026 to acquire 100% of the equity interests (the “Company Securities”) of Searay Foods Inc. and Morgan Foods Inc., both British Columbia corporations, from the existing sellers represented by Jackie Chi Fai Chan. The agreement provides for a mixed consideration structure including upfront cash consideration, issuance of escrowed HF Foods Group shares (Escrow Shares), and multiple contingent earnout components tied to post-closing performance: a two-year Adjusted EBITDA-based performance earnout affecting the release or cash settlement of the Escrow Shares; a two-year “Growth Earnout” based on Adjusted EBITDA growth excluding Costco-related EBITDA; and a three-year “Costco Earnout” equal to annual EBITDA from Costco locations up to forecasted levels, subject to minimum post-closing metrics. The transaction includes extensive closing deliverables such as third-party consents, lease arrangements (including a new eight-year lease for facilities at 6511 Graybar Road, Richmond, BC, and an eight-year lease of a new freezer facility with ROFO and early-termination options), officer and director resignations, non-competition and non-solicitation agreements for key sellers, mutual releases, and detailed post-closing working capital and indemnity escrows and reconciliation mechanics. Closing will occur virtually on the second business day after satisfaction or waiver of specified conditions, with HF Foods Group Inc. guaranteeing certain obligations of its acquisition subsidiaries.

Filing Facts

CIK

1680873

Ticker

-

Form

8K

Source Type

sec

Accession

0001680873-26-000051

Alert Tier

8