Hca Healthcare Inc SEC Filings

HCA Healthcare (HCA) executive reports equity transactions. On 11/03/2025, the EVP & Chief Legal & Admin Off. exercised stock appreciation rights for 13,170 shares at $236.61 (code M), and disposed of 9,278 shares at $461.56 (code F), leaving 7,379 shares directly held after those transactions. On 11/05/2025, the executive sold 3,892 shares at $473.79 (code S), with 3,487 shares directly held afterward. The filing also lists 2,111 shares held indirectly by a 2024 GRAT and 26 shares held indirectly by a managed account, as described in the footnotes.

HCA Healthcare (HCA) Form 4: the company’s EVP and CFO reported charitable gifts of common stock. The filing lists a gift of 165 shares on 11/03/2025 and another 165 shares on 11/05/2025 (Transaction Code G), both at a reported price of $0.

Following these transactions, the filing shows 43,240 shares held indirectly by the MAM 2020 Trust and 26,500 shares held indirectly by the LAM 2020 Trust. One line reflects direct holdings of 0 shares after the 11/05/2025 entry.

Form 4 disclosures track insider ownership changes; gifts (code G) are non-cash transfers and do not indicate open‑market sales.

HCA Healthcare (HCA) filed a Form 144 notice for the proposed sale of 3,892 shares of common stock. The filing lists an aggregate market value of $1,843,990.68 for the shares, with an approximate sale date of November 5, 2025. The broker is Merrill Lynch, and the shares are listed on the NYSE.

The shares were acquired on November 3, 2025 through the exercise of a stock appreciation right, noted as a compensatory payment. Shares outstanding were 228,193,900.

HCA Healthcare (HCA) reported an insider transaction by its CEO and director dated 10/31/2025. The filing shows a stock appreciation right exercise for 58,050 shares at $69.58 (Code M) and a disposition of 28,173 shares at $459.68 (Code F). Following these transactions, direct holdings were reported as 47,106 shares.

The report also lists indirect holdings, including 200,000 shares by the 2025 GRAT and 813,320 shares by an LP. The derivative involved was a Stock Appreciation Right covering 58,050 underlying shares, with an expiration of 01/29/2026, and it vested in four equal annual installments beginning on 01/29/2017.

HCA Healthcare, Inc. announced that its subsidiary HCA Inc. completed a public offering of $3,250,000,000 aggregate principal of senior unsecured notes, guaranteed by HCA Healthcare. The tranches include $500,000,000 of 4.300% notes due 2030, $1,000,000,000 of 4.600% notes due 2032, $1,000,000,000 of 4.900% notes due 2035, and $750,000,000 of 5.700% notes due 2055.

Interest is payable semi‑annually on May 15 and November 15, starting May 15, 2026. The notes are senior unsecured obligations of HCA Inc., rank equally with its other senior debt, are effectively junior to secured debt to the extent of collateral value, and are structurally junior to liabilities of subsidiaries. They carry a full and unconditional senior unsecured guarantee from HCA Healthcare.

The notes may be redeemed at the issuer’s option at the redemption prices set in the indentures. If certain changes of control occur together with a qualifying ratings downgrade, holders can require repurchase at 101% of principal plus accrued interest. The securities were issued off an effective Form S‑3 shelf and governed by the existing base indenture and supplemental indentures.

HCA Healthcare reported stronger quarterly results. Revenue rose to $19.161 billion from $17.487 billion, and net income attributable to HCA increased to $1.643 billion, or $6.96 per diluted share, up from $1.270 billion, or $4.88. Growth was driven by a 6.1% increase in revenue per equivalent admission and a 3.2% rise in equivalent admissions. Same-facility revenue grew 9.2%.

For the nine months, revenue reached $56.087 billion versus $52.318 billion, with net income attributable to HCA of $4.906 billion. Operating cash flow was $10.277 billion, supported by higher earnings and lower cash taxes. The company repurchased 21.307 million shares at an average price of $352.40 and paid dividends.

HCA refinanced and simplified its capital structure: it issued $5.250 billion of senior notes, put in place an $8.000 billion senior unsecured revolver, and launched a $4.000 billion commercial paper program with $1.910 billion outstanding at quarter end. Total debt was $44.511 billion. Management highlighted policy risks tied to the OBBBA, including potential Medicare sequestration of up to 4% in early 2026 and scheduled Medicaid DSH cuts beginning October 1, 2025.

HCA Inc. launched a primary offering of $3.25 billion senior notes across four tranches: $500 million 4.300% due 2030, $1.0 billion 4.600% due 2032, $1.0 billion 4.900% due 2035, and $750 million 5.700% due 2055. Interest is paid semi‑annually beginning May 15, 2026, with stated maturities on November 15 of each respective year.

The notes are senior unsecured obligations of HCA Inc., fully and unconditionally guaranteed on a senior unsecured basis by HCA Healthcare, Inc., and structurally subordinated to subsidiary debt. HCA may redeem the notes at the specified make‑whole premiums prior to each series’ par call date, and at par thereafter; a Change of Control Triggering Event requires a 101% repurchase offer.

HCA expects net proceeds of approximately $3.218 billion, to be used to redeem all $1.5 billion of 5.875% senior notes due 2026 and for general corporate purposes, which may include repaying commercial paper. Recent results noted revenues of $56.087 billion and Adjusted EBITDA of $11.452 billion for the nine months ended September 30, 2025.

HCA Healthcare, Inc. announced a proposed public offering of senior unsecured notes by its wholly owned subsidiary, HCA Inc., and issued a notice to redeem all $1.500 billion of its 5.875% senior notes due 2026 on November 26, 2025. The redemption is conditioned upon the Issuer’s receipt of net proceeds from the new offering prior to the redemption date.

The company stated that forward‑looking statements include the expected use of proceeds from the offering. This update outlines a refinancing step that replaces upcoming 2026 debt with new senior notes, pending successful completion of the offering.

HCA Healthcare, Inc. reported that it issued a press release covering its results for the third quarter ended September 30, 2025, and declared a quarterly cash dividend.

The Board approved a $0.72 per-share dividend on common stock, payable on December 29, 2025 to shareholders of record at the close of business on December 15, 2025. The Q3 results press release is included as Exhibit 99.1.