Healthy Choice Wellness (HCWC) director’s 12,500-share award vests, with large unvested grants

Rhea-AI Filing Summary

Myers Behnam reported acquisition or exercise transactions in this Form 4 filing.

HEALTHY CHOICE WELLNESS CORP. director Myers Behnam reported an equity compensation event involving the company’s Class A Common Stock. A restricted stock award of 12,500 shares vested on May 25, 2026, increasing his directly held common stock to 62,500 shares.

Footnotes show additional unvested restricted stock: 150,000 shares from a November 12, 2025 grant vesting in eight equal quarterly installments of 25,000 shares, with the next vesting on August 12, 2026, and 87,500 shares from a February 25, 2026 grant vesting in eight equal quarterly installments of 12,500 shares, with the next vesting on August 25, 2026. These restricted shares will fully vest upon certain change of control events described in his award agreements.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

Insider Myers Behnam

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	12,500	$0.00	--

Holdings After Transaction: Class A Common Stock — 62,500 shares (Direct, null)

Footnotes (1)

1. Restricted stock award of 12,500 shares vested on May 25, 2026. Registrant's holdings include (a) 62,500 shares of common stock held directly, (b) 150,000 unvested shares of restricted common stock granted on November 12, 2025, which is a time-based restricted stock award that vests in eight equal quarterly installments of 25,000 shares with next vesting on August 12, 2026, and (c) 87,500 unvested shares of restricted common stock granted on February 25, 2026, which is a time-based restricted stock award that vests in eight equal quarterly installments of 12,500 shares with next vesting occurring on August 25, 2026. The Restricted Stock will immediately vest upon the occurrence of certain change of control events set forth in the Reporting Person's Restricted Stock Award Agreements.

Key Figures

Vested restricted shares: 12,500 shares Price per vested share: $0.0000 per share Direct holdings after transaction: 62,500 shares +4 more

7 metrics

Vested restricted shares 12,500 shares Restricted stock award vested on May 25, 2026

Price per vested share $0.0000 per share Vesting price for 12,500 restricted shares

Direct holdings after transaction 62,500 shares Class A Common Stock held directly after vesting

Unvested grant (Nov 12, 2025) 150,000 shares Time-based restricted stock, eight quarterly vestings of 25,000

Unvested grant (Feb 25, 2026) 87,500 shares Time-based restricted stock, eight quarterly vestings of 12,500

Next vesting date (Nov 2025 grant) August 12, 2026 Next 25,000-share installment vests

Next vesting date (Feb 2026 grant) August 25, 2026 Next 12,500-share installment vests

Key Terms

restricted stock award, time-based restricted stock award, change of control events, quarterly installments

4 terms

restricted stock award financial

"Restricted stock award of 12,500 shares vested on May 25, 2026."

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

time-based restricted stock award financial

"which is a time-based restricted stock award that vests in eight equal quarterly installments"

change of control events financial

"The Restricted Stock will immediately vest upon the occurrence of certain change of control events"

quarterly installments financial

"that vests in eight equal quarterly installments of 25,000 shares"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Myers Behnam

(Last) (First) (Middle)

3800 NORTH 28TH WAY, UNIT 1

(Street)

HOLLYWOOD FLORIDA 33020

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HEALTHY CHOICE WELLNESS CORP. [ HCWC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/25/2026		A(1)		12,500	A	$0.00	62,500(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock award of 12,500 shares vested on May 25, 2026.

2. Registrant's holdings include (a) 62,500 shares of common stock held directly, (b) 150,000 unvested shares of restricted common stock granted on November 12, 2025, which is a time-based restricted stock award that vests in eight equal quarterly installments of 25,000 shares with next vesting on August 12, 2026, and (c) 87,500 unvested shares of restricted common stock granted on February 25, 2026, which is a time-based restricted stock award that vests in eight equal quarterly installments of 12,500 shares with next vesting occurring on August 25, 2026. The Restricted Stock will immediately vest upon the occurrence of certain change of control events set forth in the Reporting Person's Restricted Stock Award Agreements.

	/s/ Martin Schrier, as Attorney-in-Fact For Behnam Myers	05/27/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Myers Behnam report at HEALTHY CHOICE WELLNESS CORP. (HCWC)?

Myers Behnam reported an equity compensation acquisition, not an open-market trade. A restricted stock award of 12,500 Class A Common Stock shares vested on May 25, 2026, increasing his directly held common stock position to 62,500 shares according to the filing’s disclosure.

How many HCWC shares does Myers Behnam hold directly after this Form 4 transaction?

After the vesting event, Myers Behnam holds 62,500 shares of Class A Common Stock directly. This total reflects the 12,500 restricted shares that vested on May 25, 2026, as part of his equity compensation, as stated in the Form 4 data and footnotes.

What unvested restricted stock awards does Myers Behnam have in HCWC?

The filing shows 150,000 unvested restricted common shares from a November 12, 2025 grant and 87,500 unvested restricted common shares from a February 25, 2026 grant. Both awards vest in eight equal quarterly installments under their respective time-based vesting schedules.

When are the next vesting dates for Myers Behnam’s HCWC restricted stock awards?

The next vesting for the 150,000-share November 12, 2025 award occurs on August 12, 2026. The next vesting for the 87,500-share February 25, 2026 award occurs on August 25, 2026. Each award vests in eight equal quarterly installments over time.

Are there any change of control provisions affecting Myers Behnam’s HCWC restricted stock?

Yes. The filing notes that his restricted stock will immediately vest upon certain change of control events specified in his Restricted Stock Award Agreements. This means qualifying change of control situations could accelerate vesting of his unvested restricted shares, subject to those agreement terms.

Was the HCWC Form 4 transaction a market purchase or sale of shares?

No, the Form 4 reports a grant or award-type acquisition, not a market trade. Code A and the footnote show a restricted stock award of 12,500 shares vested at a price of $0.0000 per share as part of Myers Behnam’s compensation package.