UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 3110, ~~2025~~2026

HEALTHY CHOICE WELLNESS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-42274	88-4128927
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3800 N. 28th Way, #1

Hollywood, Florida 33020

(Address of Principal Executive Office) (Zip Code)

(888) 766-5351

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock		HCWC		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5 1.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

On ~~December~~February 3110, ~~2025~~2026, ~~the~~Healthy ~~Company~~Choice ~~held~~Wellness ~~its~~Corp. ~~2025~~(the ~~Annual~~“Company”) ~~Meeting~~entered ofinto ~~Stockholders~~an agreement (~~the~~an “~~Annual~~Exchange ~~Meeting~~Agreement”). with ~~According~~certain toholders (the ~~inspector~~ “Holders”) of ~~elections,~~the Company’s indebtedness (the ~~stockholders~~“Notes”) ~~present~~to inexchange ~~person~~(the or“Exchange”) the byoutstanding ~~proxy~~principal atof the ~~Annual~~Notes ~~Meeting~~for ~~represented~~up 10to 4,~~409~~000,~~200~~000 shares of the Company’s Class A common stock ~~(entitled~~ toat ~~one~~a ~~vote~~price per share) equal to the ~~Series~~then-current Amarket ~~Convertible~~price ~~Preferred~~of ~~Stock~~the ~~(voting~~Company’s Class A common stock on asthe ~~converted~~date ~~basis)~~the Exchange is consummated. AtThe Notes were issued pursuant to that Loan and Security Agreement (the ~~Annual~~“Credit ~~Meeting~~Agreement”), ~~the Company’s~~dated ~~stockholders~~as ~~voted~~of onJuly 18, 2024, among the ~~matters~~Company and ~~set~~the ~~forth~~lenders ~~below~~named therein.

1The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. ~~Election~~A form of ~~Directors~~Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Our~~ITEM ~~stockholders elected Gary Bodzin as Class I director of the Company to serve until the 2028 annual meeting of stockholders and until such director’s successor has been duly elected and qualified~~3.02. WeUnregistered ~~set~~Sales ~~forth below the results~~ of ~~the~~Equity ~~stockholder vote for the director nominee:~~Securities.

Director		Votes For		Votes Withheld		Broker Non-Votes
Gary Bodzin		9,381,169		379,962		4,447,866

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement of the above referenced Company Class A common stock, pursuant to Section 3(a)(9) of the Securities Act and/or Regulation D promulgated thereunder as involving an exchange by the Company exclusively with its security holders. No commission or other remuneration was paid or given for soliciting the exchange transactions. Other exemptions may apply.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of UHY LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. We set forth below the results of the stockholder vote on this proposal:

Votes For		Votes Against		Abstentions
12,618,087		1,559,378		30,832

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

None.

Exhibit Number		Description
10.1		Exchange Agreement, dated as of February 10, 2026, by and between Healthy Choice Wellness Corp. and the holders of indebtedness named therein

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEALTHY CHOICE WELLNESS CORP.	~~HEALTHY CHOICE WELLNESS CORP.~~
Date:	January 30, 2026	By:	/s/ Jeffrey E. Holman
Date: February 17, 2026	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman	~~Jeffrey E. Holman~~
		Chief Executive Officer	~~Chief Executive Officer~~

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