HCA Announces Proposed Public Offering of Senior Notes

Key Terms

senior notes financial

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

commercial paper program financial

A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

notice of redemption regulatory

A notice of redemption is a formal announcement from a bond or preferred-stock issuer that it will repay and retire those securities on a specified date and at a specified price, telling holders which issues will be called and when. It matters to investors because it changes the timing and amount of expected cash flows—like a store buying back a gift card early, you get your money sooner but may lose future income and must find a new place to reinvest.

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NASHVILLE, Tenn.--(BUSINESS WIRE)-- HCA Healthcare, Inc. (NYSE: HCA) today announced that its wholly owned subsidiary, HCA Inc., proposes to offer senior notes, subject to market and other considerations. Actual terms of the senior notes, including maturity, interest rate and principal amount, will depend on market conditions at the time of pricing. HCA Inc. intends to use the net proceeds from this offering for general corporate purposes, which may include the repayment of outstanding borrowings under its $4.000 billion commercial paper program (which may be reborrowed from time to time), and may use a portion of the net proceeds from this offering for the redemption of all or a portion of the $1.500 billion outstanding aggregate principal amount of its 5.250% senior notes due June 2026 and the $1.000 billion outstanding aggregate principal amount of its 5.375% senior notes due September 2026.

Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., and J.P. Morgan Securities LLC are acting as the joint book-running managers for the offering.

The offering of the senior notes is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The offering is being made only by means of a preliminary prospectus supplement and the accompanying prospectus, copies of which may be obtained by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: 1-800-831-9146 or by email: prospectus@citi.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847; BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, by email: dg.prospectus_requests@bofa.com or by telephone: 1-800-294-1322; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

You may also visit www.sec.gov to obtain an electronic copy of the related preliminary prospectus supplement and the accompanying prospectus.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the senior notes or any other security or a notice of redemption of any 5.250% senior notes due June 2026 or 5.375% senior notes due September 2026 and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any notice of redemption of the 5.250% senior notes due June 2026 or the 5.375% senior notes due September 2026 will be made pursuant to separately issued notices of redemption.

FORWARD-LOOKING STATEMENTS

Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release and HCA assumes no obligation to update the information included in this press release. Such forward-looking statements include the expected use of proceeds from the offering. These statements often include words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about HCA’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond HCA’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance or occurrence of events and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although HCA believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. More information about potential risks and uncertainties that could affect the Company’s business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in the Annual Report on Form 10-K filed by the Company with the SEC on February 10, 2026 and our other filings with the Securities and Exchange Commission. Unless otherwise required by law, HCA also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

All references to the “Company” and “HCA” as used throughout this press release refer to HCA Healthcare, Inc. and its affiliates.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260426242568/en/

INVESTOR CONTACT:
Frank Morgan
615-344-2688

MEDIA CONTACT:
Harlow Sumerford
615-344-1851

Source: HCA Healthcare