Form 4: HCWC Director Gary Bodzin Granted 200,000 Restricted Shares

HEALTHY CHOICE WELLNESS CORP. director Gary Bodzin received a grant of 200,000 shares of Restricted Class A Common Stock, subject to a multi-year vesting schedule.

Summary

• Gary Bodzin, 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 shares were granted at a price of $0.00, indicating a stock award rather than a purchase.
• Following this transaction, Gary Bodzin beneficially owns 200,000 shares of Restricted Class A Common Stock directly.
• The restricted stock vests in eight equal quarterly installments, beginning on February 13, 2026.
• Full vesting of the restricted stock is scheduled for November 13, 2027.
• The Restricted Stock Award Agreement includes a provision for immediate vesting upon the occurrence of certain change of control events.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates alignment of a director's interests with shareholders through equity compensation, a standard practice for incentivizing long-term value creation.

Positives

• The grant of restricted stock aligns the director's interests with those of shareholders, incentivizing long-term performance and value creation.
• The vesting schedule encourages the director's continued commitment and service to the company over several years.

Negatives

• The issuance of 200,000 shares, while common for incentive plans, represents a potential minor dilution to existing shareholders upon vesting.

Risks

• The provision for immediate vesting upon certain change of control events could lead to a significant payout to the director without full achievement of the original vesting period, potentially impacting company resources during a transition.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's financial performance or strategic direction, focusing solely on an insider's equity transaction.

Industry Context

The grant of restricted stock to directors is a common practice across various industries, particularly in the wellness and consumer goods sectors, to align leadership incentives with long-term company performance and shareholder value.

Comparison to Industry Standards

• The use of restricted stock awards with multi-year vesting schedules is a standard compensation practice for directors and executives in publicly traded companies, comparable to practices seen in companies like GNC Holdings or Vitamin Shoppe, Inc. (now part of Franchise Group, Inc.).
• The inclusion of change of control vesting acceleration is also a common feature in such agreements, designed to protect executive interests during corporate transitions, similar to provisions found in compensation plans of many S&P 500 companies.

Corporate Governance

Related Party Transactions

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

Stakeholder Impact

• Shareholders: Potential minor dilution upon vesting, but also benefit from increased alignment of director incentives with long-term company performance.
• Director (Gary Bodzin): Receives significant equity compensation, incentivizing continued service and performance, with a clear vesting schedule and change of control protection.

Next Steps

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

Key Dates

Keywords

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