HEALTHY CHOICE WELLNESS CORP. 8-K

What Happened
Healthy Choice Wellness Corp. announced on Form 8-K (filed Feb 17, 2026) that it entered into an Exchange Agreement (dated Feb 10, 2026) with certain holders of its outstanding indebtedness. Under the agreement, the holders may exchange the outstanding principal of the Notes — issued under a Credit Agreement dated July 18, 2024 — for up to 4,000,000 shares of the company’s Class A common stock. The per-share price will be the then-current market price on the date the Exchange is consummated.

Key Details

• Exchange Agreement dated February 10, 2026; Form 8-K filed February 17, 2026.
• Up to 4,000,000 shares of Class A common stock may be issued in the exchange.
• Notes subject to the exchange were originally issued pursuant to the Credit Agreement dated July 18, 2024.
• A form of the Exchange Agreement is attached as Exhibit 10.1 to the 8-K.

Why It Matters
This is a debt-for-equity transaction: converting debt into stock can reduce the company’s outstanding liabilities and interest obligations, improving the balance sheet. At the same time, issuing up to 4,000,000 new Class A shares will dilute existing shareholders’ ownership depending on how many shares are ultimately issued and the company’s current share count. Investors should watch future disclosures for how much debt is converted, the exact share issuance, and any effects on earnings per share and capitalization.