HCA Healthcare (HCA) insider restructuring shifts multimillion-share holdings

Rhea-AI Filing Summary

HCA Healthcare insider Thomas F. Frist Jr. reported an internal reorganization of his indirect holdings. On February 6, 2026, Frisco Holding II exchanged 36,629,188 existing HCA shares for 36,557,141 newly issued shares from HCA in a transaction exempt under Rule 16b-3 and treated as a tax reorganization.

After the exchange, Frisco Holding II holds 36,557,141 HCA shares, and Hercules Holding II holds 32,282,889 shares. Frist may be deemed to have voting and investment control over these entities but disclaims beneficial ownership except for his pecuniary interests, which are tied to specified partnership units and trusts.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider FRIST THOMAS F JR

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.01 per share	36,629,188	$0.00	--
Other	Common Stock, par value $0.01 per share	36,557,141	$0.00	--
holding	Common Stock, par value $0.01 per share	--	--	--
holding	Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 0 shares (Indirect, By Frisco Holding II); Common Stock, par value $0.01 per share — 478,955 shares (Direct)

Footnotes (1)

1. On February 6, 2026, Frisco Holding II ("Frisco") disposed of 36,629,188 shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer"), in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco, in each case, in a transaction exempt from the registration requirements of the Securities Act of 1933 and from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3 thereunder. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco holds 36,557,141 Shares. Frisco is held by a private investor group, including affiliates of the Reporting Person. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Frisco, but disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Frisco partnership units to the extent of 846,050 Shares by the Reporting Person. Hercules Holding II ("Hercules") holds 32,282,889 Shares. Hercules is held by a private investor group, including affiliates of the Reporting Person. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Hercules, but disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Hercules partnership units to the extent of: 540,331 Shares by the Reporting Person; and 72,589 Shares by trusts for the benefit of the Reporting Person of which the Reporting Person is trustee.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRIST THOMAS F JR

(Last) (First) (Middle)

3100 WEST END AVENUE

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/06/2026		J(1)		36,629,188	D	(1)	0	I	By Frisco Holding II(1)
Common Stock, par value $0.01 per share	02/06/2026		J(1)		36,557,141	A	(1)	36,557,141	I	By Frisco Holding II(1)(2)
Common Stock, par value $0.01 per share								478,955	D
Common Stock, par value $0.01 per share								32,282,889	I	By Hercules Holding II(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 6, 2026, Frisco Holding II ("Frisco") disposed of 36,629,188 shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer"), in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco, in each case, in a transaction exempt from the registration requirements of the Securities Act of 1933 and from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3 thereunder. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended.

2. Frisco holds 36,557,141 Shares. Frisco is held by a private investor group, including affiliates of the Reporting Person. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Frisco, but disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Frisco partnership units to the extent of 846,050 Shares by the Reporting Person.

3. Hercules Holding II ("Hercules") holds 32,282,889 Shares. Hercules is held by a private investor group, including affiliates of the Reporting Person. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Hercules, but disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Hercules partnership units to the extent of: 540,331 Shares by the Reporting Person; and 72,589 Shares by trusts for the benefit of the Reporting Person of which the Reporting Person is trustee.

	/s/ J. William B. Morrow, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did HCA (HCA) report on February 6, 2026?

HCA reported an internal restructuring where Frisco Holding II exchanged 36,629,188 existing HCA shares for 36,557,141 newly issued shares. The transaction was exempt under Rule 16b-3 and formed part of a tax reorganization under Section 368(a).

How many HCA (HCA) shares does Frisco Holding II hold after the transaction?

Following the February 6, 2026 exchange, Frisco Holding II holds 36,557,141 HCA shares. These shares are owned by a private investor group, including affiliates of Thomas F. Frist Jr., who may be deemed to control voting and investment decisions but disclaims full beneficial ownership.

What is Hercules Holding II’s position in HCA (HCA) shares?

Hercules Holding II holds 32,282,889 HCA shares. It is owned by a private investor group that includes affiliates of Thomas F. Frist Jr. He may be deemed to exercise voting and investment control, while disclaiming beneficial ownership beyond his specified pecuniary interests.

How does Thomas F. Frist Jr.’s pecuniary interest in HCA (HCA) shares arise?

Thomas F. Frist Jr.’s pecuniary interest is tied to partnership units and trusts linked to Frisco Holding II and Hercules Holding II. The filing cites indirect interests equivalent to 846,050 shares through Frisco units and 540,331 plus 72,589 shares through Hercules-related units and trusts.

Was the HCA (HCA) insider reorganization a taxable event?

The filing states that the Frisco Holding II transactions, combined with its conversion to a partnership for tax purposes, constituted a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, indicating a tax-recognized reorganization structure.

Does Thomas F. Frist Jr. directly hold any HCA (HCA) common stock?

Yes. The Form 4 shows 478,955 HCA common shares as directly held. Additional indirect holdings are reported through Frisco Holding II and Hercules Holding II, though he disclaims beneficial ownership beyond his defined pecuniary interests in those entities and related trusts.