HCA (HCA) insider-linked entities complete 36.6M-share internal exchange

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.

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

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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^*

Elcan Patricia F

(Last) (First) (Middle)

3100 WEST END AVENUE

(Street)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/06/2026		J(1)		36,629,188	D	(1)	0	I	By Frisco Holding II(1)
Common Stock, par value $0.01 per share	02/06/2026		J(1)		36,557,141	A	(1)	36,557,141	I	By Frisco Holding II(1)(2)
Common Stock, par value $0.01 per share								41,052	D(3)
Common Stock, par value $0.01 per share								32,282,889	I	By Hercules Holding II(4)
Common Stock, par value $0.01 per share								5,031	I	By spouse
Common Stock, par value $0.01 per share								147,261	I	By trusts(5)

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. 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.

2. 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.

3. These Shares are held jointly with the Reporting Person's spouse.

4. 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.

5. 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.

	/s/ Katie Agnew, Attorney-in-Fact	02/10/2026
	** 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).
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FAQ

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.

How many HCA shares does Frisco Holding II hold after the reported transactions?

After the transactions, Frisco Holding II holds 36,557,141 HCA common shares. These were newly issued by HCA in exchange for previously held shares, as part of a reorganization treated under Section 368(a) of the Internal Revenue Code and exempt from certain securities law requirements.

What is Hercules Holding II’s HCA share position in this Form 4?

Hercules Holding II is reported as holding 32,282,889 HCA common shares. It is owned by a private investor group that includes affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr., with indirect interests allocated among the reporting person, spouse, and children’s trusts as described in the footnotes.

How is the reporting person related to the HCA shares held by Frisco and Hercules?

The reporting person may be deemed to exercise voting and investment control over shares held by Frisco Holding II and Hercules Holding II. However, she disclaims beneficial ownership beyond her pecuniary interest, which is tied to specified partnership units and children’s trusts detailed in the explanatory footnotes.

Were the HCA share transactions in this Form 4 open-market trades?

No, the transactions involve an exchange of HCA shares between Frisco Holding II and the issuer. The filing states they were exempt from Securities Act registration and from Section 16(b) under Rule 16b-3, and formed part of a tax reorganization, rather than standard market purchases or sales.

What indirect HCA share holdings are reported for the insider and family?

The filing notes indirect HCA interests for the reporting person, spouse, and children’s trusts through Frisco and Hercules partnership units. It also lists 41,052 shares held jointly with a spouse, 5,031 shares held by the spouse, and 147,261 shares held by children’s trusts.