HCWC Announces Host Digital Secures $1.25 Billion, 15-Year AI Data Center Lease

• 43 MW take-or-pay lease at Host Digital’s existing northeast Oklahoma facility represents approximately $1.25 billion, or approximately $3.2 billion if all renewal options are exercised; delivery to tenant expected in the first half of 2027

HOLLYWOOD, Fla. and NEW YORK, Aug. 31, 2026 (GLOBE NEWSWIRE) -- Healthy Choice Wellness Corp. (NYSE American: HCWC) (“HCWC”) today announced that Host Digital Infrastructure LLC (“Host Digital”), a pure-play, vertically integrated digital infrastructure platform focused on artificial intelligence (“AI”) and high-performance computing (“HPC”) data centers, has secured a 15-year lease with one of the world’s largest privately held cloud infrastructure companies. The lease is expected to be supported by a backstop from a U.S.-based, investment grade global technology company. The long-term, committed, take-or-pay agreement represents approximately $1.25 billion in contracted revenue over the 15-year base term, and covers 43 MW of critical IT load capacity at Host Digital’s currently energized data center facility in northeast Oklahoma.

The lease includes annual rent escalators and renewal options and represents approximately $3.2 billion in contracted revenue if all renewal options are exercised over a 30-year total term. Delivery to tenant is expected in the first half of 2027. The lease includes customary rent abatement terms for outages in line with other data center leases.

As announced, HCWC stockholders approved all proposals required to complete HCWC’s previously announced merger with Host Digital. The stockholder approval satisfied a key condition to closing. Subject to the satisfaction of the remaining closing conditions, the companies expect to complete the merger in September. At closing, Host Digital will become a wholly owned subsidiary of HCWC, and former Host Digital members are expected to own approximately 96% in the aggregate of HCWC’s outstanding Class A common stock. The combined company expects to continue trading on the NYSE American under the ticker symbol “HOST.” HCWC has filed the final voting results from its special stockholders meeting with the U.S. Securities and Exchange Commission (“SEC”) on Form 8-K on August 27, 2026.

Transaction and Lease Highlights

• $1.25 billion in base-term contracted revenue: Host Digital’s 15-year lease is structured on a take-or-pay basis with annual rent escalators and renewal options.
• 43 MW of critical IT load: Host Digital will deliver capacity at its existing northeast Oklahoma data center facility, with delivery to tenant expected in the first half of 2027.
• Approximately $3.2 billion in potential contract value: If all renewal options are exercised, the lease represents approximately $3.2 billion in contracted revenue over a 30-year total term.
• The lease is expected to be supported by a backstop from a U.S.-based, investment grade global technology company.
• HCWC Stockholder approval clears a key condition to closing: HCWC stockholders approved the proposals required to complete the merger.
• Proceeding to closing: The parties expect closing of the merger to take place in September, subject to satisfaction of all remaining closing conditions. Following closing, the combined company expects to continue trading on the NYSE American under the symbol “HOST.”

Host Digital’s development model is centered on three disciplines: securing near-term, energized power; targeting right-sized sites with approximately 20 MW to 100 MW of grid power available today or in the near-term, supplemented by behind-the-meter generation where appropriate; and developing against long-term contracted demand supported by strong or credit-enhanced counterparties.

Host Digital aims to own and control each facility’s core infrastructure, from land, buildings and interconnection rights to utility agreements, electrical systems and cooling, while tenants control the compute and model layers.

“Host Digital is approaching its public market debut with 43 MW of critical IT load committed under a 15-year take-or-pay lease, representing approximately $1.25 billion in base-term contracted revenue,” said Shawn Matthews, who is expected to serve as Chairman of the combined company following closing of the merger. “This is the model we intend to scale: secure near-term, energized power; focus on right-sized sites; and contract with strong or credit-enhanced counterparties before deploying significant capital. Last week’s vote clears a critical path to closing and positions Host Digital to execute that model with the discipline and speed the AI infrastructure market demands.”

“The 43 MW, 15-year lease provides a contracted foundation for our northeast Oklahoma facility and validates Host Digital’s strategy,” said Harmol Samra, Chief Executive Officer of Host Digital and expected Chief Executive Officer of the combined company. “Power-ready sites capable of meeting AI deployment timelines are increasingly scarce. Our team is focused on converting that advantage into execution by delivering this capacity in the first half of 2027 and scaling a repeatable model for leading AI and HPC customers.”

Following closing, Host Digital’s leadership team will bring significant digital infrastructure, power, and capital-markets experience to the combined company. Samra previously held roles at ICONIQ Capital and Starwood Capital, and helped build and oversee IPI Partners, which had a portfolio of 82 data centers comprising more than 2.2 gigawatts of leased capacity globally at the time of its sale to Blue Owl in 2024. Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co. from 2009 to 2018 and has more than three decades of experience across financial markets, energy and infrastructure.

PROPOSED MERGER BETWEEN HCWC AND HOST DIGITAL

HCWC is party to a previously announced merger agreement with HOST DIGITAL. On August 27, 2026, HCWC stockholders approved all proposals required to complete the merger, satisfying a key condition to closing.

Subject to the satisfaction of the remaining closing conditions, the companies currently expect to complete the merger in September. Following closing, the combined company expects to continue trading on the NYSE American under the ticker symbol “HOST.”

EXPERIENCED LEADERSHIP

Shawn Matthews
Chairman of the Board of Directors

Shawn Matthews has over 30 years of management experience in public and private corporations, with diverse experience across energy and financial sectors. His leadership experience includes serving as CEO of Cantor Fitzgerald & Co. from 2009 to 2018; as founder and CEO of Hondius Energy; as CEO of Mercator Power; and as sponsor of Terrestrial Energy and a former member of its board of directors. Mr. Matthews has deep expertise and connectivity across the energy and real estate sectors, and capital markets more broadly, and brings strong governance leadership to HOST.

Harmol Samra
Chief Executive Officer

Harmol Samra has over a decade of experience in real estate private equity and digital infrastructure development, and previously served in roles at Starwood Capital and ICONIQ Capital in San Francisco and New York. At ICONIQ, Mr. Samra helped build and oversee IPI Partners, which grew to become one of the largest data center development platforms in the world. At the time of its sale to Blue Owl in 2024, IPI had a portfolio of 82 data centers comprising more than 2.2 gigawatts of leased capacity globally. Mr. Samra has significant expertise in developing real estate and digital infrastructure projects, and deep relationships across the AI/HPC and AI Infrastructure universe. Mr. Samra previously held investment and investment banking roles, respectively, at PGIM, the global asset management business of Prudential Financial, Inc., with over $1.4 trillion in assets under management, and Morgan Stanley.

Board and executive positions are expected to become effective pursuant to closing of the merger.

ABOUT HOST DIGITAL

Host Digital Infrastructure LLC is a pure-play, vertically integrated digital infrastructure platform, serving as a developer, owner, and operator of institutional-quality data centers in the United States, with a focus on supporting AI and HPC workloads.

Host Digital’s strategy prioritizes existing or near-term power, right-sized development opportunities and long-term contracts with strong or credit-enhanced counterparties. The Company aims to own and control the real estate, power, and data center infrastructure, while providing turnkey facilities that allow tenants to select and deploy their own compute infrastructure and model layers.

For more information, visit https://www.hostdigital.ai/.

ABOUT HEALTHY CHOICE WELLNESS CORP.

Healthy Choice Wellness Corp. (NYSE American: HCWC) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Through its wholly owned subsidiaries, HCWC operates Ada's Natural Market, Paradise Health & Nutrition, Mother Earth's Storehouse, Greens Natural Foods, Ellwood Thompson's and GreenAcres Market - a portfolio of 19 natural and organic grocery locations across six states. For more information, visit www.hcwc.com.

NO OFFER OR SOLICITATION

This press release is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed merger and related transactions, HCWC has filed a definitive proxy statement and other relevant documents with the SEC. This press release is not a substitute for the definitive proxy statement or any other document that HCWC has filed or may file with the SEC. Investors and security holders are urged to read the definitive proxy statement and all amendments and supplements to the definitive proxy statement and other relevant documents filed with the SEC carefully and in their entirety because they contain important information about HCWC, Host Digital and the contemplated transactions. These documents are available free of charge through the SEC's website at www.sec.gov and HCWC's investor-relations website at https://healthy-choice-wellness-corp.ir.rdgfilings.com/.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated closing and benefits of the merger; the combined company's expected name, leadership, ownership, listing and trading symbol; the expected total contract value of the lease; the potential exercise of renewal options; delivery timing of the Northeast Oklahoma site to the tenant under the lease; available power capacity at Host Digital’s current and future sites; development plans; future operations; and Host Digital's ability to execute and scale its business model. Statements that are not historical facts are based on current estimates, assumptions and projections and are not guarantees of future performance. Words such as "anticipates," "believes," "expects," "intends," "may," "plans," "will," "would," "could" and similar expressions identify forward-looking statements, although not all forward-looking statements contain these words.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the merger is not completed or is delayed; that remaining closing conditions or listing requirements are not satisfied; that the parties fail to realize the anticipated benefits of the merger; that Host Digital is unable to obtain required financing, complete development or deliver capacity on schedule; that renewal options are not exercised; that rent abatements or other lease provisions reduce revenue; and other factors described in the definitive proxy statement and HCWC's filings with the SEC. HCWC undertakes no obligation to update these statements except as required by law.

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