Healthy Choice Wellness (HCWC) director awarded 200,000 restricted stock units

Rhea-AI Filing Summary

Healthy Choice Wellness Corp. reported that one of its directors received a grant of derivative equity in the form of 200,000 shares of Restricted Class A Common Stock at an exercise price of $0.00 per share. The award was granted on November 13, 2025 and is reported as directly owned.

The restricted stock is scheduled to vest in eight equal quarterly installments beginning on February 13, 2026, then on each May 13, August 13 and November 13 until fully vested on November 13, 2027. The filing also notes that the restricted stock will immediately vest if certain change of control events described in the reporting person’s Restricted Stock Award Agreement occur.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lerman Michael Stuart

(Last) (First) (Middle)

3800 NORTH 28TH WAY, UNIT 1

(Street)

HOLLYWOOD FL 33020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHY CHOICE WELLNESS CORP. [ HCWC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Class A Common Stock	$0.00	11/13/2025		A		200,000		(1)	(1)	Common Stock	200,000	$0.00	200,000	D

Explanation of Responses:

1. The Restricted Stock vests in eight equal quarterly installments, commencing on February 13, 2026 and continuing to vest on each subsequent May 13, August 13 and November 13 until fully vested on November 13, 2027. The Restricted Stock will immediately vest upon the occurrence of certain change of control events set forth in the Reporting Person's Restricted Stock Award Agreement.

	/s/ Martin Schrier, as Attorney-in-Fact for Michael Stuart Lerman	12/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Healthy Choice Wellness Corp. (HCWC) report?

The company reported that a director acquired 200,000 shares of Restricted Class A Common Stock at an exercise price of $0.00 per share, directly owned.

When was the restricted stock granted to the HCWC director?

The restricted stock was granted on November 13, 2025, as reflected in the transaction reporting.

How does the 200,000-share restricted stock award for HCWC vest?

The 200,000 restricted shares vest in eight equal quarterly installments starting on February 13, 2026 and continuing on each May 13, August 13 and November 13 until full vesting on November 13, 2027.

Is there any change of control protection in the HCWC restricted stock award?

Yes. The filing states that the restricted stock will immediately vest upon the occurrence of certain change of control events specified in the reporting person’s Restricted Stock Award Agreement.

What is the ownership form of the reported HCWC restricted stock?

The 200,000 restricted shares are reported as directly owned (D) by the director following the transaction.

What SEC form did Healthy Choice Wellness Corp. use to report this insider grant?

The transaction was disclosed on a Form 4, which reports changes in beneficial ownership by company insiders.