{"filing":{"accession_number":"0001680873-26-000051","cik":"0001680873","ticker":"HFFG","company_name":"HF Foods Group Inc.","form":"8-K","filing_date":"2026-07-23","report_date":null,"primary_document":"hffg-20260717.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1680873/000168087326000051/hffg-20260717.htm"},"events":[{"id":19888,"run_id":17899,"accession_number":"0001680873-26-000051","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"HF Foods Group entered into a definitive Securities Purchase Agreement on July 17, 2026, to acquire 100% of Searay Foods Inc. and Morgan Foods Inc. for approximately US$35 million (CAD$47.9 million), representing the company's first international expansion into Canada. The transaction includes cash and stock consideration with contingent earnout payments and is expected to close in Q3 2026.","company_name":"HF Foods Group Inc.","ticker":"HFFG","filing_date":"2026-07-23","form":"8-K","submitted_at":null,"items":[{"id":19107,"accession_number":"0001680873-26-000051","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HF Foods Group entered into a definitive Securities Purchase Agreement on July 17, 2026, to acquire 100% of Searay Foods Inc. and Morgan Foods Inc. for approximately CAD$47.9 million (US$35 million), representing the company's first international expansion into Canada. The transaction is structured as a material acquisition with cash and stock consideration, contingent earnout payments, and expected closing in Q3 2026, clearly constituting material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:43:48.494561+00:00","company_name":"","ticker":null,"filing_date":""},{"id":19108,"accession_number":"0001680873-26-000051","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.35,"reasoning":"Item 3.02 discloses unregistered issuances of HF Foods common stock under Regulation S and Regulation D as part of the Searay acquisition consideration. However, the primary disclosed event is the acquisition itself (referenced in Item 1.01), which is a material M\u0026A transaction valued at approximately US$35 million. The equity issuance is secondary to and contingent upon the acquisition closing. The classification is ambiguous because Item 3.02 technically applies, but the core material event is the M\u0026A activity, not the equity issuance per se.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:43:48.494561+00:00","company_name":"","ticker":null,"filing_date":""},{"id":19109,"accession_number":"0001680873-26-000051","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HF Foods announced entry into a definitive agreement to acquire Searay Foods Inc. for approximately US$35 million (CAD$47.9 million), representing the company's first international expansion and first acquisition outside the United States. The press release explicitly describes this as a \"pivotal milestone\" and \"strategic entry into Canada,\" with transaction details, strategic rationale, and expected closing in Q3 2026. This is a material acquisition activity under Item 1.01/2.01 framework, disclosed via Item 8.01 Other Events.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:43:48.494561+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":19107,"accession_number":"0001680873-26-000051","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HF Foods Group entered into a definitive Securities Purchase Agreement on July 17, 2026, to acquire 100% of Searay Foods Inc. and Morgan Foods Inc. for approximately CAD$47.9 million (US$35 million), representing the company's first international expansion into Canada. The transaction is structured as a material acquisition with cash and stock consideration, contingent earnout payments, and expected closing in Q3 2026, clearly constituting material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:43:48.494561+00:00","company_name":"HF Foods Group Inc.","ticker":"HFFG","filing_date":"2026-07-23"},{"id":19108,"accession_number":"0001680873-26-000051","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.35,"reasoning":"Item 3.02 discloses unregistered issuances of HF Foods common stock under Regulation S and Regulation D as part of the Searay acquisition consideration. However, the primary disclosed event is the acquisition itself (referenced in Item 1.01), which is a material M\u0026A transaction valued at approximately US$35 million. The equity issuance is secondary to and contingent upon the acquisition closing. The classification is ambiguous because Item 3.02 technically applies, but the core material event is the M\u0026A activity, not the equity issuance per se.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:43:48.494561+00:00","company_name":"HF Foods Group Inc.","ticker":"HFFG","filing_date":"2026-07-23"},{"id":19109,"accession_number":"0001680873-26-000051","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"HF Foods announced entry into a definitive agreement to acquire Searay Foods Inc. for approximately US$35 million (CAD$47.9 million), representing the company's first international expansion and first acquisition outside the United States. The press release explicitly describes this as a \"pivotal milestone\" and \"strategic entry into Canada,\" with transaction details, strategic rationale, and expected closing in Q3 2026. This is a material acquisition activity under Item 1.01/2.01 framework, disclosed via Item 8.01 Other Events.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-23T12:43:48.494561+00:00","company_name":"HF Foods Group Inc.","ticker":"HFFG","filing_date":"2026-07-23"}]}