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HCA Healthcare: Frist transfers 555,500 Hercules units

The per-unit value was based on the average of HCA common stock's high and low prices on November 4, 2026.

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Form Type
4

Rhea-AI Filing Summary

Thomas F. Frist III, a director and ten percent owner of HCA Healthcare, Inc. (HCA), transferred 555,500 Hercules Holding II units to trusts for the benefit of his children on November 4, 2026, in satisfaction of obligations. The stated price was $503.525 per unit. Hercules Holding II holds 32,282,889 HCA common shares; the transfer did not change the total number of HCA shares Frist may be deemed to beneficially own.

Insider FRIST THOMAS F III
Role Director, 10% Owner
Type Security Shares Price Value
Other Common Stock, par value $0.01 per share F1, F4 555,500 $503.525 $279.71M
Other Common Stock, par value $0.01 per share F1, F4 555,500 $503.525 $279.71M
Holding Common Stock, par value $0.01 per share F2 -- -- --
Holding Common Stock, par value $0.01 per share F3 -- -- --
Holdings After Transaction: Common Stock, par value $0.01 per share — 32,282,889 shares (Indirect, By Hercules Holding II); Common Stock, par value $0.01 per share — 15,858 shares (Direct); Common Stock, par value $0.01 per share — 36,557,141 shares (Indirect, By Frisco Holding II)
Footnotes (4)
  1. F1. Hercules Holding II ("Hercules") holds 32,282,889 shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer"). Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. 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: 3,034,522 Shares by the Reporting Person; 9,497 Shares by the Reporting Person's spouse; and 3,965,851 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.
  2. F2. This number represents restricted share units payable in Shares, which will be delivered to the Reporting Person on the date he ceases to be a director of the Issuer.
  3. F3. Frisco Holding II ("Frisco") holds 36,557,141 Shares. Frisco is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. 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: 1,172 Shares by the Reporting Person; and 11,868,140 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.
  4. F4. On November 4, 2026, the Reporting Person transferred a total 555,500 units of Hercules to trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee in satisfaction of obligations. Each of these transfers was made at a price per unit of Hercules equal to $503.525 (the average of the high and low prices of the Shares on November 4, 2026). In each case, these transfers did not change the total number of Shares of which the Reporting Person may be deemed to have beneficial ownership.
Hercules units transferred 555,500 units Transferred to trusts for the benefit of his children on November 4, 2026
Price per Hercules unit $503.525 per unit Equal to the average of HCA common stock's high and low prices on November 4, 2026
HCA common shares held by Hercules Holding II 32,282,889 shares Shares held by Hercules Holding II
HCA common shares held by Frisco Holding II 36,557,141 shares Shares held by Frisco Holding II
Restricted share units payable in HCA shares 15,858 units Payable in shares when Frist ceases to be an HCA director
restricted share units financial
"restricted share units payable in Shares"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
beneficial ownership regulatory
"disclaims beneficial ownership of such Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Hercules units did Thomas F. Frist III transfer in the HCA Form 4?

Thomas F. Frist III reported transferring 555,500 Hercules units to trusts for the benefit of his children on November 4, 2026, in satisfaction of obligations.

How was the $503.525 price for the Hercules units determined?

The stated $503.525 per unit equaled the average of the high and low prices of HCA common stock on November 4, 2026.

Did the transfer change the HCA shares Thomas F. Frist III may be deemed to own?

No. The transfer did not change the total number of HCA shares Frist may be deemed to beneficially own.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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 III

(Last)(First)(Middle)
3100 WEST END AVENUE

(Street)
NASHVILLE TENNESSEE 37203

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share11/04/2026J555,500D$503.52532,282,889IBy Hercules Holding II(1)(4)
Common Stock, par value $0.01 per share11/04/2026J555,500A$503.52532,282,889IBy Hercules Holding II(1)(4)
Common Stock, par value $0.01 per share15,858D(2)
Common Stock, par value $0.01 per share36,557,141IBy Frisco 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Hercules Holding II ("Hercules") holds 32,282,889 shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer"). Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. 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: 3,034,522 Shares by the Reporting Person; 9,497 Shares by the Reporting Person's spouse; and 3,965,851 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.
2. This number represents restricted share units payable in Shares, which will be delivered to the Reporting Person on the date he ceases to be a director of the Issuer.
3. Frisco Holding II ("Frisco") holds 36,557,141 Shares. Frisco is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. 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: 1,172 Shares by the Reporting Person; and 11,868,140 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.
4. On November 4, 2026, the Reporting Person transferred a total 555,500 units of Hercules to trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee in satisfaction of obligations. Each of these transfers was made at a price per unit of Hercules equal to $503.525 (the average of the high and low prices of the Shares on November 4, 2026). In each case, these transfers did not change the total number of Shares of which the Reporting Person may be deemed to have beneficial ownership.
/s/ J. William B. Morrow, Attorney-in-Fact11/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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