Host Digital Inc.

Item 1.01 Entry into a Material Definitive Agreement. On October 1, 2026, Host Digital Inc. (the “Company”) entered into a registration rights agreement (the “Registration Rights Agreement”) by and among the Company and certain stockholders of the Company party thereto (collectively, the “Holders”) in connection with the issuance by the Company of the Restricted Stock (as defined below) to the Holders. The Registration Rights Agreement is in the same form as that registration rights agreement dated September 17, 2026, entered into by and among the Company and certain securityholders party thereto as previously reported. Pursuant to the Registration Rights Agreement, among other things, the Company has agreed to register for resale from time to time, up to 342,864 shares of Class A common stock, par value $0.001 per share (the “Common Stock”) held in the aggregate by such Holders. Pursuant to the Registration Rights Agreements, the Company is obligated to prepare and file a shelf registration statement covering the resale of up to 342,864 shares of Common Stock within 30 calendar days following September 17, 2026, subject to certain exceptions, pursuant to Rule 415 of the Securities Act of 1933, as amended (“Securities Act”). The Company also agreed to use commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the date on which all relevant registrable securities have been sold under the Registration Rights Agreement. The Company has also agreed under the Registration Rights Agreements to pay certain expenses of the Holders incident to any registration demand and indemnify the applicable securityholders against certain liabilities. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item Departure 5.02 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective October 1, 2026, the board of directors of the Company (the “Board”), pursuant to the Agreement and Plan of Merger, dated May 27, 2026, by and among the Company, Healthy Choice Wellness II Corp. and Host Digital Infrastructure LLC, granted to certain employees of the Company, including John Ollet, the Company’s Chief Financial Officer, an aggregate of 342,864 shares of Common Stock (the “Restricted Stock”). The Company entered into individual restricted stock award agreements (the “Restricted Stock Award Agreement”) with each of the employees granted shares of Restricted Stock. In connection with the foregoing, Mr. Ollet received a grant of 74,286 shares of Restricted Stock. Pursuant to the Restricted Stock Award Agreement, the shares of Restricted Stock will vest in full on November 30, 2026, subject to (a) Mr. Ollet not voluntarily resigning from the Company or (b) Mr. Ollet not being terminated by the Company for cause, as determined by the compensation committee of the Board in good faith. The foregoing description of the Restricted Stock Award Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is filed hereto as Exhibit 10.2 and is incorporated herein by reference.