What the changes say
- The company updated distribution center metrics, expanded trademark listings, and accounted for AI-related technology threats.
What changed since the prior 10-K
Dropped
- Dropped
transported globally. Our inability to anticipate and react to changing food costs through our sourcing and purchasing practices in the future could therefore negatively impact our business, financial condition or results of operations
- Dropped
liability and regulatory action under data protection and privacy laws. Any such cybersecurity incident involving our or our suppliers’ cybersecurity infrastructure could have a material adverse effect on our business, results of operations and financial condition
- Dropped
Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each impairment test date. Additionally, these assumptions are generally interdependent and do not change in isolation
- DroppedRisks related to acquisition financing
In addition, in April 2023, we implemented a stockholder rights plan, also called a “poison pill,” that may have the effect of discouraging or preventing a change of control by, among other things, making it uneconomical for a third party to acquire us without the consent of our board of directors
Reworded
- 61% rewrittenRisks related to acquisition financing
Zhou Min Ni has significant influence over the Company and may have interests that conflict with those of our other shareholders
Updated to reflect former Chairman Zhou Min Ni's June 2024 SEC settlement barring him from management.
- 54% rewritten
We rely on third-party suppliers, and our business may be affected by interruption of supplies or increases in product costs
- 50% rewritten
We rely on technology in our business and any cybersecurity incident (including artificial intelligence (“AI”) -enabled threads), AI-related operational errors, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers
Expanded to explicitly include artificial intelligence-enabled threats and AI-related operational errors in technology risks.
Was: We rely on technology in our business and any cybersecurity incident, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers
- 35% rewritten
If we are unable to renew or replace our current leases on favorable terms, or any of our current leases are terminated prior to expiration of their stated terms, and we cannot find suitable alternate locations, our operations and profitability could be negatively impacted
Updated distribution center figures as of December 31, 2025, owning 0.9 million square feet (67%) and leasing 33%.
- 35% rewrittenRisks related to acquisition financing
Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors
- 29% rewritten
If the products distributed by us are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, we may need to recall our products and may experience product liability claims
- 26% rewritten
We may be unable to protect or maintain our intellectual property, which could result in customer confusion, a negative perception of our brand and adversely affect our business
Expanded specific trademark and trade name listings to include HF FOODS stylizations and Great Wall Design.
- 26% rewritten
Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results
- 26% rewritten
Impairment charges for goodwill, amortizable intangible assets or other long-lived assets could adversely affect our financial condition and results of operation
- 22% rewritten
An increase in interest rates could adversely affect our cash flow and financial condition
All 27 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our industry is characterized by low margins, and periods of significant or prolonged inflation or deflation affect our product and operational costs, which may negatively impact our profitability
- 02Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results26% rewritten
- 03A shortage of qualified labor or an inability to attract, train or retain employees could negatively affect our business and materially reduce earnings
- 04Unfavorable macroeconomic conditions in the U.S. may adversely affect our business, financial condition and results of operations
- 05Competition may increase in the future, which may adversely impact our margins and ability to retain customers, and make it difficult to maintain our market share, growth rate and profitability
- 06We may not be able to fully compensate for increases in fuel costs when fuel prices experience high volatility, and our operating results would be adversely affected
- 07We rely on third-party suppliers, and our business may be affected by interruption of supplies or increases in product costs54% rewritten
- 08Our relationships with customers may be materially diminished or terminated. The loss of customers could adversely affect our business, financial condition, and results of operations
- 09We rely on technology in our business and any cybersecurity incident (including artificial intelligence (“AI”) -enabled threads), AI-related operational errors, other technology disruption or delay in implementing new technology could negatively affect our business and our relationships with customers50% rewritten
- 10Changes in consumer eating habits could materially and adversely affect our business, financial condition, and results of operations
- 11We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us
- 12We may be unable to protect or maintain our intellectual property, which could result in customer confusion, a negative perception of our brand and adversely affect our business26% rewritten
- 13If we are unable to renew or replace our current leases on favorable terms, or any of our current leases are terminated prior to expiration of their stated terms, and we cannot find suitable alternate locations, our operations and profitability could be negatively impacted35% rewritten
- 14Turnover among our senior management, directors and other key personnel may create uncertainty and adversely affect our operations
- 15Changes in and enforcement of immigration laws could increase our costs and adversely affect our ability to attract and retain qualified employees
- 16Potential labor disputes with employees and increases in labor costs could adversely affect our business
- 17If we fail to comply with requirements imposed by applicable law and other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business
- 18If the products distributed by us are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, we may need to recall our products and may experience product liability claims29% rewritten
- 19Litigation may materially adversely affect our business, financial condition and results of operations
- 20An increase in interest rates could adversely affect our cash flow and financial condition22% rewritten
- 21Impairment charges for goodwill, amortizable intangible assets or other long-lived assets could adversely affect our financial condition and results of operation26% rewritten
- 22Our continued growth depends on future acquisitions of other distributors or wholesalers and enlarging our customer base. The failure to achieve these goals could negatively impact our results of operations and financial condition
- 23There is a scarcity of and competition for acquisition opportunities
Risks related to acquisition financing
- 24We may experience difficulties in integrating the operations, personnel and assets of acquired businesses that may disrupt our business, dilute stockholder value and adversely affect our operating results
- 25We have identified material weaknesses in our internal control over financial reporting, which could affect our ability to ensure timely and reliable financial reports, affect the ability of our auditors to attest to the effectiveness of our internal controls, and weaken investor confidence in our financial reporting
- 26Zhou Min Ni has significant influence over the Company and may have interests that conflict with those of our other shareholders61% rewritten
- 27Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors35% rewritten
Other HF Foods Group 10-Ks
- FY2024 10-K risk factors31 risks
Low margins and inflation dominate product costs and operational profitability. Reliance on third-party suppliers creates supply chain vulnerability. Material weaknesses in internal controls threaten reliable financial reporting. Significant insider ownership creates potential shareholder conflicts.
Filed Mar 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.