Director Frist (NYSE: HCA) gets 809 RSUs, retains large indirect stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Frist William R reported acquisition or exercise transactions in this Form 4 filing.
HCA Healthcare, Inc. director and ten percent owner William R. Frist reported an equity award tied to his board service. He received 809 restricted share units at no cost, comprising 509 units from an annual director equity award and 300 units elected in lieu of a cash retainer.
The restricted share units vest on the earlier of the 2027 annual shareholders’ meeting or the first anniversary of the grant, with shares delivered when he leaves the board. After this award, he directly holds 13,740 shares and has significant indirect interests through entities including Frisco Holding II, which holds 36,557,141 shares, and Hercules Holding II, which holds 32,282,889 shares, where he may be deemed to share voting and investment control but disclaims beneficial ownership beyond his pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Frist William R
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, par value $0.01 per share | 809 | $0.00 | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| 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 — 13,740 shares (Direct, null);
Common Stock, par value $0.01 per share — 36,557,141 shares (Indirect, By Frisco Holding II)
Footnotes (1)
- Represents shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer") underlying 509 restricted share units attributable to an annual director equity award and 300 restricted share units received in lieu of an annual cash retainer for service as a 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 the Issuer. 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: 3,156,495 Shares by the Reporting Person; and 8,713,110 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee. Hercules Holding II ("Hercules") holds 32,282,889 Shares. 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: 941,766 Shares by the Reporting Person; 9,021 Shares by the Reporting Person's spouse and children; 12,287,166 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee; and 1,147,830 Shares by family partnerships or vehicles of which the Reporting Person is an officer or managing member. These Shares are held by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee. These Shares are held by family partnerships or vehicles of which the Reporting Person is an officer or managing member.
Key Figures
Restricted share units granted: 809 units
Direct HCA shares after award: 13,740 shares
Frisco Holding II stake: 36,557,141 shares
+5 more
8 metrics
Restricted share units granted
809 units
Annual director equity award and cash retainer in stock
Direct HCA shares after award
13,740 shares
Total direct holdings following the 809-unit grant
Frisco Holding II stake
36,557,141 shares
Shares held by Frisco Holding II
Hercules Holding II stake
32,282,889 shares
Shares held by Hercules Holding II
Frist’s pecuniary interest via Frisco
3,156,495 shares
Indirect interests through Frisco partnership units
Frist’s pecuniary interest via Hercules
941,766 shares
Indirect interests through Hercules partnership units
Children’s trusts via Hercules
12,287,166 shares
Trusts for Frist’s children where he or spouse is trustee
Family partnerships via Hercules
1,147,830 shares
Family partnerships or vehicles where Frist is officer or managing member
Key Terms
restricted share units, annual director equity award, pecuniary interest, beneficial ownership, +2 more
6 terms
annual director equity award financial
"underlying 509 restricted share units attributable to an annual director equity award"
pecuniary interest financial
"disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein"
beneficial ownership financial
"but disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest"
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.
family partnerships financial
"family partnerships or vehicles of which the Reporting Person is an officer or managing member"
annual cash retainer financial
"300 restricted share units received in lieu of an annual cash retainer for service as a director"
FAQ
What did William R. Frist report in this HCA (HCA) Form 4 filing?
William R. Frist reported an equity-based compensation award. He received 809 restricted share units of HCA common stock tied to his board service, and the filing also updates his direct and indirect share holdings through various entities and family-related vehicles.
What indirect HCA stake is reported through Hercules Holding II?
Hercules Holding II holds 32,282,889 HCA shares. The filing states Frist may be deemed to control voting and investment power but disclaims beneficial ownership beyond pecuniary interests, which include indirect interests through Hercules partnership units, his spouse and children, trusts, and family partnerships or vehicles.