HCA Healthcare (NYSE: HCA) director receives 925-share equity award grant

Rhea-AI Filing Summary

MICHELSON MICHAEL W reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare director Michael W. Michelson reported a grant of 925 shares of common stock-equivalent restricted share units as director compensation. These include 509 units from an annual director equity award and 416 units received instead of cash retainers for his director and independent presiding director roles.

The restricted share units will vest on the earlier of the date of HCA Healthcare’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. The vested shares will be delivered when Michelson ceases to serve on the company’s Board of Directors. After this grant, he directly holds 12,576 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MICHELSON MICHAEL W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	925	$0.00	--

Holdings After Transaction: Common Stock — 12,576 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 925 shares Annual director equity award component: 509 units Cash retainer replacement component: 416 units +2 more

5 metrics

RSU grant size 925 shares Restricted share units granted on acquisition date

Annual director equity award component 509 units Restricted share units from annual director equity award

Cash retainer replacement component 416 units Restricted share units in lieu of annual cash retainers

Post-transaction holdings 12,576 shares Total HCA common stock held directly after grant

Vesting trigger 2027 annual meeting / 1-year anniversary Vests at earlier of 2027 annual shareholders’ meeting or first grant anniversary

Key Terms

restricted share units, annual director equity award, independent presiding director

3 terms

restricted share units financial

"Represents common stock underlying 509 restricted share units attributable to an annual director equity award and 416 restricted share units received in lieu of annual cash retainers"

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.

annual director equity award financial

"Represents common stock underlying 509 restricted share units attributable to an annual director equity award"

independent presiding director financial

"416 restricted share units received in lieu of annual cash retainers for service as a director and as independent presiding director"

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^*

MICHELSON MICHAEL W

(Last) (First) (Middle)

ONE PARK PLAZA

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/28/2026		A(1)		925	A	$0	12,576	D

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. Represents common stock underlying 509 restricted share units attributable to an annual director equity award and 416 restricted share units received in lieu of annual cash retainers for service as a director and as independent presiding director. The restricted share units shall vest on the sooner of the date of the 2027 annual shareholders' meeting of HCA Healthcare, Inc. or the first anniversary of the grant date. Vested shares will be delivered to the Reporting Person on the date the Reporting Person ceases to be a member of the Board of Directors of HCA Healthcare, Inc.

	/s/ Kevin A. Ball, Attorney-in-Fact	04/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did HCA (HCA) director Michael W. Michelson report in this Form 4?

Michael W. Michelson reported receiving a grant of 925 restricted share units tied to HCA common stock as director compensation. These units increase his direct holdings and represent non‑cash equity awards for board and presiding director service.

How is the 925-share equity award to HCA (HCA) director Michelson structured?

The 925 restricted share units consist of 509 units from an annual director equity award and 416 units received instead of cash retainers. Together, they provide equity-based compensation for his roles as director and independent presiding director at HCA Healthcare.

When do Michael W. Michelson’s HCA (HCA) restricted share units vest?

The restricted share units vest on the earlier of HCA Healthcare’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. This schedule links vesting to continued board service over the upcoming director term.

When will HCA (HCA) deliver the vested shares to director Michael W. Michelson?

HCA Healthcare will deliver the vested shares when Michael W. Michelson ceases to be a member of the Board of Directors. This deferred delivery aligns the equity award with the end of his board service rather than immediate settlement.

How many HCA (HCA) shares does Michael W. Michelson hold after this grant?

Following the 925 restricted share unit grant, Michael W. Michelson holds 12,576 shares of HCA Healthcare common stock directly. The new award adds to his existing position as part of ongoing equity-based director compensation.