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Host Digital: Thomas Hans reports 10.1M-share stake

A ten-percent owner elected Class A shares rather than pre-funded warrants for 450 Host DI common units.

(High)

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Form Type
3

Rhea-AI Filing Summary

Host Digital Inc. (HCWC) reported that 10X Master LLC directly held 10,119,047 shares of Class A Common Stock, reported indirectly by ten-percent owner Thomas Hans, the LLC’s sole member and managing member. On September 17, 2026, Host DI units, including 450 common units held by Hans, were converted into the right to receive Class A shares or pre-funded warrants; Hans elected to receive shares for his 450 units.

Insights

Analyzing...

Insider Thomas Hans
Role 10% Owner
Type Security Shares Price Value
holding Class A Common Stock F1, F2, F3 -- -- --
Holdings After Transaction: Class A Common Stock — 10,119,047 shares (Indirect, See footnote)
Footnotes (3)
  1. F1. On September 17, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 27, 2026, by and among the Issuer (formerly known as Healthy Choice Wellness Corp.), Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and Host Digital Infrastructure LLC, a Delaware limited liability company ("Host DI"), and the conditions set forth therein, Merger Sub merged with and into Host DI, with Host DI surviving the Merger as a wholly owned subsidiary of the Issuer (the "Merger").
  2. F2. In connection with the Merger, all of the common units and preferred units of Host DI outstanding immediately prior to the effective time of the Merger, including 450 common units held by the Reporting Person, were converted into the right to receive shares of Class A Common Stock of the Issuer, or pre-funded warrants to purchase shares of Class A Common Stock of the Issuer at an exercise price of $0.0001 per share, in lieu of such shares. The Reporting Person elected to receive exclusively shares of Class A Common Stock of the Issuer, as reported herein, in exchange for his 450 common units of Host DI. The closing price of Class A Common Stock of the Issuer on September 17, 2026, was $11.33.
  3. F3. These shares are held directly by 10X MASTER LLC, for which the Reporting Person is the sole member and managing member.
Class A Common Stock held by 10X Master LLC 10,119,047 shares Reported as of September 17, 2026
Host DI common units held by Thomas Hans 450 common units Exchanged for Class A Common Stock in the merger
Pre-funded warrant exercise price $0.0001 per share Warrants were an alternative to receiving Class A Common Stock
Class A Common Stock closing price $11.33 per share September 17, 2026
pre-funded warrants financial
"pre-funded warrants to purchase shares of Class A Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
effective time regulatory
"outstanding immediately prior to the effective time of the Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
wholly owned subsidiary financial
"Host DI surviving the Merger as a wholly owned subsidiary"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

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

How many HCWC shares did Thomas Hans report?

Thomas Hans reported indirect ownership of 10,119,047 shares of Class A Common Stock through 10X Master LLC, which held the shares directly. Hans was the LLC’s sole member and managing member.

What did HCWC unit holders receive in the merger?

Host DI’s common and preferred units outstanding immediately before the merger’s effective time were converted into the right to receive Host Digital Class A Common Stock or pre-funded warrants to purchase Class A shares at an exercise price of $0.0001 per share. Hans elected to receive shares for his 450 common units.

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

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Thomas Hans

(Last)(First)(Middle)
1 WORLD TRADE CENTER
FLOOR 85

(Street)
NEW YORK NEW YORK 10007

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2026
3. Issuer Name and Ticker or Trading Symbol
Host Digital Inc. [ HOST ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock10,119,047(1)(2)ISee footnote(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On September 17, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 27, 2026, by and among the Issuer (formerly known as Healthy Choice Wellness Corp.), Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and Host Digital Infrastructure LLC, a Delaware limited liability company ("Host DI"), and the conditions set forth therein, Merger Sub merged with and into Host DI, with Host DI surviving the Merger as a wholly owned subsidiary of the Issuer (the "Merger").
2. In connection with the Merger, all of the common units and preferred units of Host DI outstanding immediately prior to the effective time of the Merger, including 450 common units held by the Reporting Person, were converted into the right to receive shares of Class A Common Stock of the Issuer, or pre-funded warrants to purchase shares of Class A Common Stock of the Issuer at an exercise price of $0.0001 per share, in lieu of such shares. The Reporting Person elected to receive exclusively shares of Class A Common Stock of the Issuer, as reported herein, in exchange for his 450 common units of Host DI. The closing price of Class A Common Stock of the Issuer on September 17, 2026, was $11.33.
3. These shares are held directly by 10X MASTER LLC, for which the Reporting Person is the sole member and managing member.
/s/ Hans Thomas09/28/2026
** Signature of Reporting PersonDate
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 5 (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 3: SEC 1473 (03-26)

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