What performance conditions were tied to HCA (HCA) performance share units in this filing?

The performance share units granted on January 30, 2023 could vest from zero to two times the 3,558 units. Vesting depended on cumulative earnings per share for fiscal years 2023–2025, with 200% of the granted units vesting based on HCA’s achieved EPS performance.

HCA Healthcare (HCA) HR chief sells shares after large PSU vest

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

HCA Healthcare SVP & Chief Human Resources Officer Jennifer Berres reported multiple stock transactions. On February 10, 2026, she acquired 7,116 shares of common stock at $0 from previously granted performance share units that vested at 200% of the original 3,558-unit award after HCA met its 2023–2025 earnings per share goals. The same day, 2,515 shares were withheld at $502.05 per share to cover tax obligations. On February 11, 2026, she sold 4,010 shares at $503 per share and another 4,010 shares at a weighted average price of $526.1646, leaving her with 11,993 directly owned shares.

Insider Trade Summary

Net Seller: 8,020 shares ($4,126,950)

Net Sell 4 txns

Insider Berres Jennifer

Role SVP & Chief Human Res. Officer

Sold 8,020 shs ($4.13M)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,010	$503.00	$2.02M
Sale	Common Stock	4,010	$526.1646	$2.11M
Grant/Award	Common Stock	7,116	$0.00	--
Tax Withholding	Common Stock	2,515	$502.05	$1.26M

Holdings After Transaction: Common Stock — 16,003 shares (Direct)

Footnotes (1)

On January 30, 2023, the reporting person was granted 3,558 performance share units. The performance share units were eligible to vest based on achievement of a cumulative earnings per share goal for fiscal years 2023-2025. The number of performance share units that were eligible to vest varied from zero (for actual performance less than 90% of target) to two times the units granted (for actual performance of 110% or more of target). Based upon the Company's achievement with respect to cumulative 2023-2025 earnings per share, the number of performance share units that vested equaled 200% of the units granted. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $525.97to $526.3101, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 06:36 PM

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^*

Berres Jennifer

(Last)

(First)

(Middle)

ONE PARK PLAZA

(Street)

NASHVILLE

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	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Human Res. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		A⁽¹⁾		7,116	A	$0	22,528	D
Common Stock	02/10/2026		F		2,515	D	$502.05	20,013	D
Common Stock	02/11/2026		S		4,010	D	$503	16,003	D
Common Stock	02/11/2026		S		4,010	D	$526.1646⁽²⁾	11,993	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On January 30, 2023, the reporting person was granted 3,558 performance share units. The performance share units were eligible to vest based on achievement of a cumulative earnings per share goal for fiscal years 2023-2025. The number of performance share units that were eligible to vest varied from zero (for actual performance less than 90% of target) to two times the units granted (for actual performance of 110% or more of target). Based upon the Company's achievement with respect to cumulative 2023-2025 earnings per share, the number of performance share units that vested equaled 200% of the units granted.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $525.97to $526.3101, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Kevin A. Ball, Attorney-in-Fact	02/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HCA (HCA) report for Jennifer Berres?

HCA reported that executive Jennifer Berres acquired 7,116 shares from vesting performance share units, had 2,515 shares withheld for taxes, and sold 8,020 shares in open-market transactions. After these trades, she directly owned 11,993 shares of HCA common stock.

How many HCA (HCA) shares did Jennifer Berres sell in this Form 4?

Jennifer Berres sold a total of 8,020 HCA common shares. She executed two open-market sales on February 11, 2026: 4,010 shares at $503 per share and 4,010 shares at a weighted average price of $526.1646, according to the Form 4 filing.

What stock award vested for HCA (HCA) executive Jennifer Berres?

A grant of 3,558 performance share units to Jennifer Berres vested at 200% of the original award. Based on HCA’s cumulative 2023–2025 earnings per share performance, she ultimately received 7,116 shares of common stock when the performance criteria were certified as achieved.

Why were 2,515 HCA (HCA) shares disposed of at $502.05 in the Form 4?

The 2,515 HCA shares disposed of at $502.05 were used to satisfy tax obligations. The filing classifies this as a tax-withholding disposition, where shares received from an award are surrendered to cover withholding taxes rather than being sold for investment purposes.

How many HCA (HCA) shares does Jennifer Berres own after these transactions?

After the reported acquisitions, tax withholding, and open-market sales, Jennifer Berres directly owns 11,993 HCA common shares. This figure reflects all Form 4 transactions dated February 10 and 11, 2026, as disclosed in the beneficial ownership column.