ITEM 1.01. Entry into a Material Definitive Agreement On May 27, 2026, Healthy Choice Wellness Corp. (“ HCWC Merger Agreement Merger Sub Host Digital Merger Surviving Entity The Merger Subject to the terms and conditions of the Merger Agreement, and in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act, at the effective time of the Merger (the “ Effective Time Host Digital Units Host Digital Operating Agreement HCWC Common Stock Pre-Funded Warrants Merger Consideration Merger Consideration At the Effective Time, without any further action by HCWC, Merger Sub, Host Digital, any member of Host Digital or any stockholder of HCWC, all Host Digital Units outstanding immediately prior to the Effective Time will automatically be converted into the right to receive the Merger Consideration. The Merger Consideration will consist of either: (a) a number of shares of HCWC Common Stock determined in accordance with the Exchange Ratio; or (b) a number of Pre-Funded Warrants in lieu of such HCWC Common Stock. All shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for 100% of the membership interests of the Surviving Entity. The total Merger Consideration will be determined using the Exchange Ratio as set forth in the Merger Agreement. The Exchange Ratio is equal to the quotient obtained by dividing the Base Stock Consideration by 2,000, representing the total number of Host Digital Units outstanding as of immediately prior to the Effective Time. The Base Stock Consideration is the number of shares of HCWC Common Stock equal to the quotient obtained by dividing the Base Price by the Applicable Share Price. The Merger Agreement defines the Base Price as $425,000,000 and the Applicable Share Price as $0.27 per share of HCWC Common Stock. Upon closing of the Merger, the holders of Host Digital Units will own approximately 96% of the outstanding HCWC Common Stock. Certain Governance Matters Following the Merger, HCWC will change its name to a name selected by Host Digital, in its sole discretion, and HCWC’s board of directors (the “ HCWC Board At the Effective Time, the certificate of formation of Host Digital, as in effect immediately prior to the Effective Time, will be the certificate of formation of the Surviving Entity until amended in accordance with its terms and applicable law. The Host Digital Operating Agreement, as in effect immediately prior to the Effective Time, will be the limited liability company agreement of the Surviving Entity until amended in accordance with the Merger Agreement and applicable law. Host Digital must cause Host Digital Operating Agreement to be amended and restated contemporaneously with the Effective Time to reflect that the Surviving Entity is a wholly owned, member-managed subsidiary of HCWC. The certificate of incorporation of HCWC after the Effective Time will be identical to the certificate of incorporation of HCWC immediately prior to the Effective Time (the “ Certificate of Incorporation Contemplated Transactions Conditions to the Merger Completion of the Merger is subject to the mutual satisfaction or waiver of certain conditions including (i) HCWC must have obtained the Required HCWC Stockholder Vote on (a) the issuance of the shares of HCWC Common Stock to the members of Host Digital pursuant to the terms of the Merger Agreement, (b) an amendment of the Certificate of Incorporation to authorize 2,000,000,000 shares of HCWC Common Stock, in the aggregate, to, among other things, issue shares of HCWC Common Stock to the members of Host Digital pursuant to the terms of the Merger Agreement, (c) an amendment of the Certificate of Incorporation to change the name of HCWC to a name selected by Host Digital, in its sole discretion, (d) the approval to issue additional shares of HCWC Common Stock in an amount exceeding 20% of outstanding shares for purposes of complying with NYSE American Rule 713, and (e) such other matters as Host Digital and HCWC shall mutually agree should be approved by HCWC’s stockholders (collectively, the “ HCWC Stockholder Matters Securities Act Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement, (iii) receipt by such party of a certificate duly executed by a senior executive officer certifying to the effect that certain conditions set forth in the Merger Agreement have been satisfied, and (iv) confirmation that no Material Adverse Effect has occurred. In addition, the obligations of HCWC and Merger Sub to complete the Merger are subject to HCWC agreeing to issue to its employees, directors and officers up to 12 million shares of HCWC Common Stock, with the effectiveness of such issuances to be as of the Closing. Representations, Warranties and Covenants The Merger Agreement contains mutual customary representations and warranties of HCWC and Host Digital relating to their respective businesses and public filings (as applicable). The HCWC and Merger Sub representations and warranties also include representations relating to HCWC’s SEC filings and financial statements, HCWC’s NYSE American listing and internal controls, and the valid issuance of HCWC Common Stock to be issued in the Merger. The Merger Agreement also contains customary mutual pre-closing covenants, including the obligation of HCWC and Host Digital to conduct their businesses in the ordinary course of business consistent with past practice and to refrain from taking certain specified actions without the consent of the other party. Host Digital and HCWC have also agreed to (1) non-solicitation obligations of HCWC and Host Digital related to soliciting or engaging in any discussions, communications or negotiations regarding Acquisition Proposals or Acquisition Inquiries (as such terms are defined in the Merger Agreement) and (2) prohibitions on the HCWC Board to withdraw, withhold, qualify or modify its recommendation that the shareholders vote in favor of the Merger Agreement and the Merger (the “ HCWC Board Recommendation Termination The Merger Agreement may be terminated prior to the Effective Time, whether before or after adoption of the Merger Agreement by Host Digital’s members and whether before or after approval of the HCWC Stockholder Matters by HCWC’s stockholders, as follows: by by by by by by by by by The party desiring to terminate the Merger Agreement, other than by mutual written consent, must give notice of termination to the other party specifying the provision of the Merger Agreement pursuant to which the termination is made and the basis for termination in reasonable detail. For purposes of the Merger Agreement, an HCWC Triggering Event occurs if HCWC fails to include the HCWC Board Recommendation in this Proxy Statement or makes an HCWC Board Adverse Recommendation Change, the HCWC Board or any committee of the HCWC Board publicly approves, endorses or recommends an Acquisition Proposal, or HCWC enters into any letter of intent or similar document or contract relating to an Acquisition Proposal, other than a permitted confidentiality agreement. A Company Triggering Event occurs if Host Digital makes a Company Manager Adverse Recommendation Change, Host Digital Manager or any committee of Host Digital Manager publicly approves, endorses or recommends an Acquisition Proposal, or Host Digital enters into any letter of intent or similar document or contract relating to an Acquisition Proposal, other than a permitted confidentiality agreement. If the Merger Agreement is terminated by Host Digital pursuant to its termination right due to a breach by HCWC of the HCWC non-solicitation covenant, the HCWC Stockholder Meeting covenant or the listing covenant, HCWC must pay, or cause to be paid, to Host Digital or its designee an amount in cash equal to the lesser of $2,000,000 and Host Digital’s documented out-of-pocket fees and expenses incurred in connection with the Merger Agreement and related transactions by wire transfer of immediately available funds within five business days after the date of termination. General The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement. The Merger Agreement has been included to provide security holders and investors with information regarding its terms. It is not intended to provide any other factual information about HCWC, Host Digital, or any other person. The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders and investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of HCWC or Host Digital. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in HCWC’s public disclosures. Support Agreement Concurrently with the execution and delivery of the Merger Agreement, the executive officers and directors of HCWC (the “ D& O Group Subject Parent Shares D& O Support Agreement The foregoing description of the D& O Support Agreement does not purport to be complete and is qualified in their entirety by reference to the full text of the D& O Support Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Lock-Up Agreements In connection with the proposed transactions, HCWC and each of its director and executive officers will enter into a lock-up agreement (the “ Lock-Up Agreement NO OFFER OR SOLICITATION This communication is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the proposed Merger and related transactions, HCWC intends to file a proxy statement (the “ Proxy Statement Investors and security holders will be able to obtain free copies of the Proxy Statement (if and when available) and other documents containing important information about HCWC, Host Digital and the Contemplated Transactions, once such documents are filed with the SEC through the website maintained by the SEC at http://www. sec. gov. Copies of the Proxy Statement (if and when available) and other documents filed with the SEC by HCWC may be obtained free of charge on HCWC’s website at https://healthy-choice-wellness-corp. ir. rdgfilings. com/ or, alternatively, by directing a request by mail to HCWC at ir@hcwc1. com PARTICIPANTS IN THE SOLICITATION HCWC and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of HCWC, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in HCWC’s annual report on Form 10-K for the year ended December 31, 2025 and the proxy statement for HCWC’s 2025 Annual Meeting of Stockholders, which was filed with the SEC on December 11, 2025. To the extent holdings of HCWC Common Stock by the directors and executive officers of HCWC have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“ Form 3 Form 4 Form 5