STOCK TITAN

Healthy Choice Wellness Corp. (HCWC) details $1.25B Host Digital lease with $3.2B potential

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. reports that Host Digital Infrastructure LLC, which is party to a pending merger with Healthy Choice Wellness, has entered into a long-term data center lease with a major privately held cloud infrastructure company. The agreement covers 43 MW of critical IT load capacity at Host Digital’s existing northeast Oklahoma facility.

The lease has a 15‑year base term, is structured on a take‑or‑pay basis with renewal options and annual rent escalators, and is expected to begin delivering capacity in the first quarter of 2027. Management states the lease represents approximately $1.25 billion in contracted revenue over the base term and approximately $3.2 billion if all renewal options are exercised for a total term of 30 years. The arrangement also includes customary rent abatement provisions for outages consistent with other data center leases. The company reiterates that completion of the merger, development of the site, and finalization of a backstop agreement are subject to various risks described in its proxy materials and SEC filings.

Positive

  • Host Digital secured a long-term data center lease representing about $1.25 billion in base-term contracted revenue tied to 43 MW of IT capacity.
  • If all renewal options are exercised over a 30-year total term, the lease could generate approximately $3.2 billion in contracted revenue.
  • The lease is on a take-or-pay basis with annual rent escalators, providing high visibility into future revenue once the facility is delivered.

Negative

  • None.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Base-term contracted revenue $1.25 billion Estimated revenue over 15-year base term of the Host Digital lease
Total potential contracted revenue $3.2 billion Estimated revenue if all renewal options are exercised over 30 years
Lease term 15 years Base term of data center lease between Host Digital and cloud customer
Total term with renewals 30 years Total lease term if all renewal options are exercised
Critical IT load capacity 43 MW Capacity to be provided at Host Digital’s northeast Oklahoma data center
Expected delivery start First quarter of 2027 Timing when capacity under the lease is expected to begin delivery
take-or-pay basis financial
"The Lease is structured on a take-or-pay basis with renewal options"
A take-or-pay basis is a contract where a buyer agrees to either accept a set amount of goods or services from a supplier or, if they don’t take them, still pay a predetermined fee. For investors, this creates predictable revenue for the supplier and a fixed-cost commitment for the buyer—like reserving and paying for a table at a restaurant whether you eat there or not—which can stabilize cash flow but also add risk if demand falls.
base-term contracted revenue financial
"represents approximately $1.25 billion in base-term contracted revenue"
rent escalators financial
"with renewal options and annual rent escalators and represents"
A rent escalator is a lease clause that raises the rent over time according to a preset schedule or a measurable benchmark, like a fixed annual increase or a change tied to inflation. For investors, escalators matter because they provide predictable revenue growth and protect rental income from losing value over time—similar to how scheduled salary raises keep purchasing power steady—thereby affecting property cash flow, valuation and risk.
rent abatement financial
"The Lease includes customary rent abatement terms for outages"
backstop agreement financial
"the finalization of a backstop agreement for the Lease, power capacity"
A backstop agreement is a guarantee from a third party to buy any unsold shares or take up remaining financing in a company’s stock sale or fundraising round, acting like a safety net so the deal goes through. For investors, it lowers the chance that a planned capital raise will fail and clarifies how much new stock might be issued and who will hold it, which can affect share value and dilution.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of that term"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What major agreement did Healthy Choice Wellness Corp. (HCWC) disclose involving Host Digital?

HCWC disclosed that Host Digital signed a 15-year take-or-pay lease with a large cloud infrastructure company for 43 MW of IT load capacity at its northeast Oklahoma data center, with delivery expected in the first quarter of 2027.

What is the structure of Host Digital’s new lease described by HCWC (HCWC)?

The lease is structured on a take-or-pay basis with annual rent escalators and renewal options. It also includes customary rent abatement terms for outages, consistent with other data center lease arrangements in the sector.

How does the Host Digital lease relate to the pending merger with Healthy Choice Wellness Corp. (HCWC)?

Host Digital, the counterparty to the lease, is expected to become a wholly owned subsidiary of Healthy Choice Wellness Corp. through a proposed merger, which remains subject to completion and required approvals as outlined in HCWC’s proxy statement.

What risks did Healthy Choice Wellness Corp. (HCWC) highlight regarding the Host Digital lease and merger?

HCWC noted risks that the merger may not be completed, required approvals may not be obtained, and a contemplated backstop agreement for the lease may not be finalized, along with other risks described in its definitive proxy statement and SEC filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001948864 0001948864 2026-08-07 2026-08-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 7, 2026

 

HEALTHY CHOICE WELLNESS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42274   88-4128927
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

3800 N. 28th Way, #1

Hollywood, Florida 33020

(Address of Principal Executive Office) (Zip Code)

 

(305) 600-5004

 (Registrant’s telephone number, including area code)

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock   HCWC   NYSE American

 

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 8.01Other Events.

 

As previously announced, on May 27, 2026, Healthy Choice Wellness Corp., a Delaware corporation (“HCWC”), entered into an Agreement and Plan of Merger by and among HCWC, Healthy Choice Wellness II Corp. (“Merger Sub”), its wholly owned subsidiary, and Host Digital Infrastructure LLC (“Host Digital”), providing for the merger of Merger Sub with and into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC (the “Merger”). In connection with the Merger, HCWC filed a definitive proxy statement on August 6, 2026 which included, among other things, a description of the Host Digital business.

 

HCWC is filing this Current Report on Form 8-K (this “Current Report”) to disclose that on August 7, 2026, Host Digital entered into a 15-year lease with one of the world’s largest privately-held cloud infrastructure companies, pursuant to which Host Digital will provide 43 MW of critical IT load capacity at its existing data center facility in northeast Oklahoma (the “Lease”). The Lease is structured on a take-or-pay basis with renewal options and annual rent escalators and represents approximately $1.25 billion in base-term contracted revenue, or approximately $3.2 billion if all renewal options are exercised over a 30-year total term, with delivery expected in the first quarter of 2027. The Lease includes customary rent abatement terms for outages in line with other data center leases.

 

NO OFFER OR SOLICITATION

 

This communication is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

 

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

 

In connection with the proposed Merger and related transactions, HCWC has filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). HCWC may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document that HCWC may file with the SEC. The Proxy Statement has been mailed to stockholders of HCWC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY HCWC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HCWC, HOST DIGITAL AND THE CONTEMPLATED TRANSACTIONS.

 

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents containing important information about HCWC, Host Digital and the proposed transactions, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the Proxy Statement and other documents filed with the SEC by HCWC may be obtained free of charge on HCWC’s website at https://healthy-choice-wellness-corp.ir.rdgfilings.com/ or, alternatively, by directing a request by mail to HCWC at ir@hcwc1.com.

 

 

 

 

FORWARD LOOKING STATEMENTS

 

This Current Report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by HCWC from time to time in filings with the SEC or otherwise. Statements contained in this Current Report that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. HCWC assumes no obligation to update these statements. Forward-looking statements may include, but are not limited to, statements regarding the Merger, the expected total contract value of the Lease, timing of development of Host Digital’s northeast Oklahoma site, the finalization of a backstop agreement for the Lease, power capacity, and statements regarding future operations. In addition, when used in this Current Report, the words “expects,” “intends,” “may,” “plans,” “will,” “would,” “could,” “should,” “future,” “proposes,” and variations thereof and similar expressions are intended to identify forward looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the risk that the Merger is not completed, that required approvals for the Merger are not obtained, that the backstop agreement is not finalized or obtained, and other factors described in the Proxy Statement and as may be detailed from time-to-time in our filings with the SEC.

 

PARTICIPANTS IN THE SOLICITATION

 

HCWC and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of HCWC, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement, HCWC’s annual report on Form 10-K for the year ended December 31, 2025 and the proxy statement for HCWC’s 2025 Annual Meeting of Stockholders, which was filed with the SEC on December 11, 2025. To the extent holdings of Class A common stock of HCWC by the directors and executive officers of HCWC have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5, subsequently filed by HCWC’s directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the proposed transactions when such materials become available. Investors and security holders should read the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from HCWC using the sources indicated above.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HEALTHY CHOICE WELLNESS CORP.
     
Date:  August 13, 2026 By: /s/ Jeffrey E. Holman
    Jeffrey E. Holman
    Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

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