HCA insider entities swap 36.6M shares in reorganization
HCA Healthcare insider-related entities completed a large internal share reorganization.
Rhea-AI Filing Summary
HCA Healthcare insider-related entities completed a large internal share reorganization. On February 6, 2026, Frisco Holding II exchanged 36,629,188 existing HCA common shares for 36,557,141 newly issued shares in a transaction exempt under Rule 16b-3 and treated as a tax reorganization.
After these transactions, Frisco Holding II holds 36,557,141 HCA shares, and Hercules Holding II holds 32,282,889 shares, with additional smaller indirect holdings through joint, spouse, and children’s trusts. The reporting person may be deemed to have voting and investment control through these entities but disclaims beneficial ownership beyond her pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 73,186,329 shares
Other
6 txns
Insider
Elcan Patricia F
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock, par value $0.01 per share | 36,629,188 | $0.00 | $0.00 |
| Other | Common Stock, par value $0.01 per share | 36,557,141 | $0.00 | $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 | -- | -- | -- |
Holdings After Transaction:
Common Stock, par value $0.01 per share — 36,557,141 shares (Indirect, By Frisco Holding II);
Common Stock, par value $0.01 per share — 41,052 shares (Direct);
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 — 5,031 shares (Indirect, By spouse);
Common Stock, par value $0.01 per share — 147,261 shares (Indirect, By trusts)
Footnotes (5)
- F1. On February 6, 2026, Frisco ("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.
- F2. 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 her 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 11,971,002 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or her spouse is trustee.
- F3. These Shares are held jointly with the Reporting Person's spouse.
- F4. 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 her pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Hercules partnership units to the extent of: 404,512 Shares by the Reporting Person; 84,306 Shares by the Reporting Person's spouse; and 9,785,498 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or her spouse is trustee.
- F5. These Shares are held by trusts for the benefit of the Reporting Person's children of which the Reporting Person or her spouse is trustee.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the HCA (HCA) Form 4 filing report for February 6, 2026?
The filing reports an internal share exchange by Frisco Holding II involving HCA common stock. Frisco disposed of 36,629,188 existing shares and received 36,557,141 newly issued shares in a transaction exempt under Rule 16b-3, structured as part of a tax reorganization.
AI-generated analysis. How Rhea-AI works. Not financial advice.
