---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-007192"
form_type: "8-K"
ticker: "HCWC"
cik: "0001948864"
company_name: "HEALTHY CHOICE WELLNESS CORP."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:33:55.845274+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Healthy Choice Wellness exchanges up to 4M shares for outstanding debt

## Summary
- Exchange Agreement with note holders to swap up to 4,000,000 Class A common shares for outstanding principal at market price.
- No commission paid; exchange exempt from registration under Section 3(a)(9) of Securities Act.
- Notes originally issued under July 18, 2024 Loan and Security Agreement.
- Exchange occurs at then-current closing price; shares listed on NYSE American (HCWC).

## SEC filing metadata
- accession: 0001493152-26-007192
- form_type: 8-K
- ticker: HCWC
- cik: 0001948864
- company_name: HEALTHY CHOICE WELLNESS CORP.
- filed_at: 2026-02-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1948864/000149315226007192/0001493152-26-007192-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1948864/000149315226007192/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-007192
- JSON: https://secwatch.observer/filing/0001493152-26-007192.json
- Plain text: https://secwatch.observer/filing/0001493152-26-007192.txt

## Key facts
- Material Agreements
  HEALTHY CHOICE WELLNESS CORP. entered into Exchange Agreement with certain holders (the "Holders") of the Company's indebtedness (the "Notes") (effective 2026-02-10).
  - Action: entry
  - Counterparty: certain holders (the "Holders") of the Company's indebtedness (the "Notes")
  - Effective: 2026-02-10
  source text: On February 10, 2026, Healthy Choice Wellness Corp. (the “Company”) entered into an agreement (an “Exchange Agreement”) with certain holders (the “Holders”) of the Company’s indebtedness (the “Notes”) to exchange (the “Exchange”) the outstanding principal of the Notes for up to 4,000,000 shares of the Company’s Class A common stock at a price per share equal to the then-current market price of the Company’s Class A common stock on the date the Exchange is consummated.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1948864/000149315226007192/0001493152-26-007192-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.