HCWC director receives 12,500 restricted shares

HEALTHY CHOICE WELLNESS CORP. director Michael Stuart Lerman reported acquiring 12,500 shares of Class A Common Stock as a restricted stock award that vested on May 25, 2026.

Rhea-AI Filing Summary

HEALTHY CHOICE WELLNESS CORP. director Michael Stuart Lerman reported acquiring 12,500 shares of Class A Common Stock as a restricted stock award that vested on May 25, 2026. The award was granted at no cash cost per share as part of his equity compensation.

Following this vesting event, Lerman holds 62,500 shares of common stock directly. Footnotes state he also has 150,000 unvested restricted shares from a November 12, 2025 grant and 87,500 unvested restricted shares from a February 25, 2026 grant, both vesting in scheduled quarterly installments and fully vesting upon certain change of control events.

Insider Trade Summary 10b5-1

Grant/Award: 12,500 shares

Grant/Award 1 txn

Insider Lerman Michael Stuart

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	12,500	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 62,500 shares (Direct)

Footnotes (2)

1. F1. Restricted stock award of 12,500 shares vested on May 25, 2026.
2. F2. Registrant's holdings include (a) 62,500 shares of common stock held directly, (b) 150,000 unvested shares of restricted common stock granted on November 12, 2025, which is a time-based restricted stock award that vests in eight equal quarterly installments of 25,000 shares with next vesting on August 12, 2026, and (c) 87,500 unvested shares of restricted common stock granted on February 25, 2026, which is a time-based restricted stock award that vests in eight equal quarterly installments of 12,500 shares with next vesting occurring on August 25, 2026. 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 Agreements.

Key Figures

Restricted stock vested: 12,500 shares Direct holdings after transaction: 62,500 shares Unvested restricted stock grant 1: 150,000 shares +2 more

5 metrics

Restricted stock vested 12,500 shares Restricted stock award vested on May 25, 2026

Direct holdings after transaction 62,500 shares Class A Common Stock held directly after vesting

Unvested restricted stock grant 1 150,000 shares Granted November 12, 2025; vests in eight equal quarterly installments

Unvested restricted stock grant 2 87,500 shares Granted February 25, 2026; vests in eight equal quarterly installments

Next vesting dates August 12 and 25, 2026 Next quarterly vesting dates for the two restricted awards

Key Terms

Restricted stock award, time-based restricted stock award, quarterly installments, change of control events

4 terms

Restricted stock award financial

"Restricted stock award of 12,500 shares vested on May 25, 2026."

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

time-based restricted stock award financial

"which is a time-based restricted stock award that vests in eight equal quarterly installments"

quarterly installments financial

"that vests in eight equal quarterly installments of 25,000 shares"

change of control events financial

"The Restricted Stock will immediately vest upon the occurrence of certain change of control events"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HCWC director Michael Lerman report?

Director Michael Lerman reported the vesting of a 12,500 share restricted stock award on May 25, 2026. The shares were acquired at no cash cost as equity compensation, increasing his directly held Class A Common Stock position.

How many HCWC shares does Michael Lerman hold after this Form 4?

After the reported transaction, Michael Lerman directly holds 62,500 shares of Class A Common Stock. This reflects his position following the 12,500 share restricted stock vesting recorded on May 25, 2026 in the Form 4 filing.

Was Michael Lerman’s HCWC transaction an open-market buy or sale?

The transaction was not an open-market buy or sale; it was a restricted stock award vesting. Lerman acquired 12,500 shares at a stated price of $0.0000 per share as part of his equity compensation package.

What unvested restricted stock awards does Michael Lerman hold in HCWC?

Lerman holds 150,000 unvested restricted shares from a November 12, 2025 grant and 87,500 unvested restricted shares from a February 25, 2026 grant. Both awards vest in eight equal quarterly installments according to the disclosed schedules.

When do Michael Lerman’s HCWC restricted stock awards vest next?

The 150,000 share grant vests in eight equal quarterly tranches, with the next vesting on August 12, 2026. The 87,500 share grant also vests quarterly, with its next vesting scheduled for August 25, 2026, based on the disclosed terms.

What happens to Michael Lerman’s HCWC restricted stock upon a change of control?

The filing states that all of Lerman’s restricted stock will immediately vest upon certain change of control events. These triggering events are defined in his Restricted Stock Award Agreements, which govern accelerated vesting under those circumstances.

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

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Accepted by SEC EDGAR 05/27/2026 - 09:53 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 FLORIDA 33020

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026

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

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

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

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
Class A Common Stock	05/25/2026		A(1)		12,500	A	$0.00	62,500(2)	D

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

Explanation of Responses:

1. Restricted stock award of 12,500 shares vested on May 25, 2026.

2. Registrant's holdings include (a) 62,500 shares of common stock held directly, (b) 150,000 unvested shares of restricted common stock granted on November 12, 2025, which is a time-based restricted stock award that vests in eight equal quarterly installments of 25,000 shares with next vesting on August 12, 2026, and (c) 87,500 unvested shares of restricted common stock granted on February 25, 2026, which is a time-based restricted stock award that vests in eight equal quarterly installments of 12,500 shares with next vesting occurring on August 25, 2026. 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 Agreements.

	/s/ Martin Schrier, as Attorney-in-Fact for Michael Stuart Lerman	05/25/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)