Form 4: Director Lerman Receives HCWC Restricted Stock Grant

HEALTHY CHOICE WELLNESS CORP. director Michael Stuart Lerman was granted 200,000 shares of restricted Class A Common Stock, vesting quarterly through November 2027.

Summary

• Michael Stuart Lerman, a Director of HEALTHY CHOICE WELLNESS CORP. (HCWC), was granted 200,000 shares of Restricted Class A Common Stock.
• The transaction date for this grant was November 13, 2025.
• The restricted stock vests in eight equal quarterly installments.
• Vesting commences on February 13, 2026, and continues on May 13, August 13, and November 13 of each subsequent year.
• The restricted stock will be fully vested on November 13, 2027.
• Immediate vesting will occur upon certain change of control events as detailed in the Restricted Stock Award Agreement.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates continued director commitment and aligns interests with shareholders, though it also represents potential future dilution.

Positives

• The grant of restricted stock aligns the director's long-term interests with those of the shareholders, incentivizing sustained company performance.
• Equity compensation is a common method to attract and retain experienced board members.

Negatives

• The grant of 200,000 shares, while restricted, represents potential future dilution for existing shareholders once the shares vest and are no longer restricted.
• The shares were granted at a price of $0.00, meaning the director did not pay cash for the initial grant.

Risks

• The value of the restricted stock is subject to the future market price fluctuations of HEALTHY CHOICE WELLNESS CORP.'s common stock.
• The vesting schedule means the director does not have full ownership or liquidity of the shares until specific future dates, or until a change of control event occurs.

Future Outlook

The vesting schedule for the restricted stock extends through November 2027, indicating a long-term incentive structure for the director. The provision for immediate vesting upon certain change of control events suggests a standard protection mechanism for equity awards.

Industry Context

The grant of restricted stock to a director is a common practice in corporate governance and executive compensation across various industries. It serves to align the interests of company leadership with long-term shareholder value creation, a standard approach in the wellness and consumer goods sectors where HEALTHY CHOICE WELLNESS CORP. operates.

Comparison to Industry Standards

• Equity compensation, particularly restricted stock, is a widely accepted practice for incentivizing directors and executives across industries, including the health and wellness sector.
• The vesting schedule over multiple years is typical for long-term incentive plans, comparable to practices seen in companies like GNC Holdings or The Vitamin Shoppe, which also utilize equity awards to retain and motivate key personnel.
• The inclusion of change of control provisions is standard in such agreements, providing protection for the award recipient in the event of an acquisition or merger, similar to clauses found in compensation agreements at many publicly traded companies.

Related Party Transactions

• The grant of 200,000 shares of Restricted Class A Common Stock to Michael Stuart Lerman, a Director of HEALTHY CHOICE WELLNESS CORP., constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Potential for future dilution upon vesting of the restricted stock, but also increased alignment of director's interests with long-term shareholder value.
• Director (Michael Stuart Lerman): Receives a significant equity incentive, tying personal wealth to the company's stock performance over several years.

Next Steps

• The restricted stock will vest in eight equal quarterly installments, with the first installment on February 13, 2026.
• Subsequent vesting will occur on May 13, August 13, and November 13 until fully vested on November 13, 2027.

Key Dates

Keywords

HEALTHY CHOICE WELLNESS CORP., HCWC, Michael Stuart Lerman, Restricted Stock, Insider Transaction, Form 4, Equity Compensation, Director Compensation, Vesting Schedule