Line a baking sheet with parchment paper or aluminum foil. Set aside.
Pop the popcorn in an air popper or in microwave bags and pour into a large bowl.
10 cups popcorn (1/3 cup popcorn kernels)
In a microwave safe bowl, heat the white chocolate chips in the microwave for 1 1/2 minutes, stirring every 30 seconds until melted. Do not overcook or the chocolate can burn and you will need to start over.
2 cups (11 oz) white chocolate chips
Pour the melted chocolate over the popcorn and gently toss until it is evenly coated.
Working quickly, spread the coated popcorn evenly on the prepared baking sheet.
Scatter the conversation hearts and sprinkles evenly over the popcorn.
1/2 cup (3 oz) conversation hearts, Valentine Sprinkles, dash flaked sea salt
Let the popcorn cool on the countertop or in the fridge until the chocolate has hardened. Break into small pieces then serve or store in an airtight container for up to 1 week.