Thomas F. Frist III (HCA) granted 1,041 restricted share units as director pay

Rhea-AI Filing Summary

FRIST THOMAS F III reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare director Thomas F. Frist III reported a grant of 1,041 shares of common stock in the form of restricted share units. These units reflect an annual director equity award and amounts received instead of cash retainers for his service as a director and as Chairman of the Board.

The award consists of 509 restricted share units from an annual director equity grant and 532 restricted share units received in lieu of cash retainers. These units will vest on the earlier of the 2027 annual shareholders' meeting or the first anniversary of the grant date, and vested shares will be delivered when he ceases to serve on the Board. Following this grant, he directly holds 15,858 shares, alongside large indirect holdings through Hercules Holding II and Frisco Holding II.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider FRIST THOMAS F III

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	1,041	$0.00	--
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 — 15,858 shares (Direct, null); Common Stock, par value $0.01 per share — 36,557,141 shares (Indirect, By Frisco Holding II)

Footnotes (1)

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 532 restricted share units received in lieu of annual cash retainers for service as a director and as Chairman of the Board. 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: 1,172 Shares by the Reporting Person; and 11,868,140 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: 3,590,022 Shares by the Reporting Person; 9,497 Shares by the Reporting Person's spouse; and 3,410,351 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee

Key Figures

Restricted share unit grant: 1,041 shares Annual director equity award units: 509 units Units in lieu of cash retainers: 532 units +3 more

6 metrics

Restricted share unit grant 1,041 shares Director equity and retainer award reported on Form 4

Annual director equity award units 509 units Portion of the 1,041 restricted share units

Units in lieu of cash retainers 532 units Restricted share units replacing director cash retainers

Direct shares after grant 15,858 shares HCA common stock directly held by Thomas F. Frist III

Hercules Holding II position 32,282,889 shares HCA shares held by Hercules Holding II

Frisco Holding II position 36,557,141 shares HCA shares held by Frisco Holding II

Key Terms

restricted share units, annual director equity award, pecuniary interest, beneficial ownership, +1 more

5 terms

restricted share units financial

"Represents shares of Common Stock ... underlying 509 restricted share units attributable to an annual director equity award and 532 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

"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

"may be deemed to exercise voting and investment control ... but disclaims beneficial ownership of such Shares"

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.

voting and investment control financial

"The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Hercules"

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^*

FRIST THOMAS F III

(Last) (First) (Middle)

3100 WEST END AVENUE

(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	X	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, par value $0.01 per share	04/28/2026		A(1)		1,041	A	$0	15,858	D
Common Stock, par value $0.01 per share								36,557,141	I	By Frisco Holding II(2)
Common Stock, par value $0.01 per share								32,282,889	I	By Hercules Holding II(3)

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 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 532 restricted share units received in lieu of annual cash retainers for service as a director and as Chairman of the Board. 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.

2. 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: 1,172 Shares by the Reporting Person; and 11,868,140 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.

3. 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: 3,590,022 Shares by the Reporting Person; 9,497 Shares by the Reporting Person's spouse; and 3,410,351 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee

	/s/ J. William B. Morrow, 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 insider transaction did HCA (HCA) director Thomas F. Frist III report?

Thomas F. Frist III reported receiving 1,041 restricted share units of HCA Healthcare common stock. The award represents director compensation, including an annual equity grant and amounts received instead of cash retainers for his role as a director and Chairman of the Board.

How is the 1,041-share grant to HCA (HCA) director Thomas F. Frist III structured?

The 1,041-share grant consists of 509 restricted share units from an annual director equity award and 532 restricted share units received in lieu of annual cash retainers. All are in HCA Healthcare common stock and are reported as a non-derivative equity award.

When do Thomas F. Frist III’s new HCA (HCA) restricted share units vest?

The restricted share units vest on the earlier of the 2027 HCA Healthcare annual shareholders’ meeting or the first anniversary of the grant date. Vested shares will be delivered when he ceases to be a member of the company’s Board of Directors.

How many HCA (HCA) shares does Thomas F. Frist III hold directly after this Form 4?

After the reported grant, Thomas F. Frist III directly holds 15,858 shares of HCA Healthcare common stock. This figure reflects his direct ownership only and is separate from his large indirect interests through entities such as Hercules Holding II and Frisco Holding II.

What indirect HCA (HCA) holdings are associated with Thomas F. Frist III?

Hercules Holding II holds 32,282,889 HCA shares and Frisco Holding II holds 36,557,141 shares. Footnotes state he may be deemed to exercise voting and investment control over these entities but disclaims beneficial ownership except to the extent of his pecuniary interests.

Are the new HCA (HCA) shares to Thomas F. Frist III an open-market purchase?

No. The Form 4 describes the 1,041 shares as a grant or award of restricted share units with a transaction code A. This represents compensation-related equity, not an open-market purchase or sale of HCA Healthcare common stock.