HF Foods Group (HFFG) risk factors, FY2025 10-K

HF Foods Group's FY2025 10-K, filed Mar 16, 2026, lists 27 risk factors. Against the prior year's 31: 4 dropped, 10 substantially reworded.

Risk factors listed
271 groups
New this year
0vs 31 last year
Dropped
4since the prior 10-K
Substantially reworded
10of those kept
Section length
8k wordsItem 1A

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

  1. 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
  2. 02Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results26% rewritten
  3. 03A shortage of qualified labor or an inability to attract, train or retain employees could negatively affect our business and materially reduce earnings
  4. 04Unfavorable macroeconomic conditions in the U.S. may adversely affect our business, financial condition and results of operations
  5. 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
  6. 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
  7. 07We rely on third-party suppliers, and our business may be affected by interruption of supplies or increases in product costs54% rewritten
  8. 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
  9. 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
  10. 10Changes in consumer eating habits could materially and adversely affect our business, financial condition, and results of operations
  11. 11We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us
  12. 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
  13. 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
  14. 14Turnover among our senior management, directors and other key personnel may create uncertainty and adversely affect our operations
  15. 15Changes in and enforcement of immigration laws could increase our costs and adversely affect our ability to attract and retain qualified employees
  16. 16Potential labor disputes with employees and increases in labor costs could adversely affect our business
  17. 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
  18. 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
  19. 19Litigation may materially adversely affect our business, financial condition and results of operations
  20. 20An increase in interest rates could adversely affect our cash flow and financial condition22% rewritten
  21. 21Impairment charges for goodwill, amortizable intangible assets or other long-lived assets could adversely affect our financial condition and results of operation26% rewritten
  22. 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
  23. 23There is a scarcity of and competition for acquisition opportunities

Risks related to acquisition financing

  1. 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
  2. 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
  3. 26Zhou Min Ni has significant influence over the Company and may have interests that conflict with those of our other shareholders61% rewritten
  4. 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 factors
    31 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.