Healthy Choice Wellness entered into an Agreement and Plan of Merger to acquire Host Digital in an all-stock transaction valued at a $425 million base price using a $0.27 per-share reference. Host Digital unitholders will receive HCWC common stock or pre-funded warrants and are expected to own approximately 96% of the combined company at closing. Concurrently, HCWC insiders signed a voting pact and agreed to lock-up restrictions to support the transaction and post-close trading stability. The deal pivots HCWC into a vertically integrated U.S. data center platform focused on AI and high-performance computing.

Agreement 1: Healthy Choice Wellness to Merge With Host Digital in $425M Stock Deal; Host Holders to Own 96%

• Agreement type: Agreement and Plan of Merger (stock-for-stock)
• Counterparty: Host Digital Infrastructure
• Signed / Effective: May 27 2026 / same
• Duration / Termination: One-time transaction
• Reason: Transform into AI-focused data center platform and access growth capital

Agreement 2: Healthy Choice Wellness Directors Sign Voting Pact Backing Host Digital Merger

• Agreement type: Stockholder support agreement
• Counterparty: Company directors and executive officers
• Signed / Effective: May 27 2026 / same
• Duration / Termination: Until Effective Time or earlier termination
• Reason: Secure votes to approve the merger

Agreement 3: Healthy Choice Wellness Leadership Agrees to Lock-Up Through Registration or Six Months Post-Close

• Agreement type: Lock-up agreements
• Counterparty: Company directors and executive officers
• Signed / Effective: May 27 2026 / same
• Duration / Termination: Until registration effective or six months post-close
• Reason: Align insiders and support post-merger trading stability

Original SEC Filing: HEALTHY CHOICE WELLNESS CORP. [ HCWC ] - 8-K - May. 29, 2026