HCA (HCA) EVP Cuffe exercises SARs and completes sales under 10b5-1 plan

Rhea-AI Filing Summary

Michael S. Cuffe, Executive Vice President and Chief Clinical Officer of HCA Healthcare (HCA), reported transactions under a Rule 10b5-1 plan adopted May 6, 2025. On 09/04/2025 he exercised 10,920 stock appreciation rights at an exercise price tied to $173.12 and those underlying 10,920 common shares were issued. On 09/04/2025 he sold 7,084 shares at $411.59 and on 09/08/2025 he sold 3,836 shares at $418.84, which together equal the 10,920 shares from the SAR exercise. Following these transactions his reported beneficial ownership stood at 31,502.9017 shares, which includes 2,595.9017 shares held under the company's employee stock purchase plans. The SARs vested in four equal annual installments beginning February 3, 2022.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating prearranged trading and reduced insider trading concerns.
• Full disclosure of SAR vesting schedule and inclusion of ESPP shares enhances transparency.
• Complete reporting of exercised SARs and corresponding sales, with final beneficial ownership specified.

Negative

• Executive sold all shares resulting from the SAR exercise (10,920 shares), reducing direct holdings.
• Material proceeds from sales may attract investor attention, though no inference about company fundamentals is provided in the filing.

Insights

Financial Analyst

TL;DR: Insider exercised SARs and immediately sold the resulting shares under a preexisting 10b5-1 plan; ownership decreased but remaining stake is disclosed.

The reporting shows a routine exercise of stock appreciation rights and contemporaneous sales executed pursuant to a Rule 10b5-1 trading plan. The total exercised SARs (10,920 shares) were fully sold across two transactions, producing proceeds at market prices of $411.59 and $418.84 per share. This is a liquidity event by the executive rather than an atypical open-market sale; the filing discloses ESPP holdings and final beneficial ownership of 31,502.9017 shares. From an earnings or operational standpoint, there is no direct financial impact on HCA's results disclosed here.

Corporate Governance Expert

TL;DR: The filing documents compliant insider activity under a documented 10b5-1 plan with clear vesting and disclosure of ESPP shares.

The form identifies proper use of a Rule 10b5-1 plan adopted May 6, 2025, and includes vesting history for the SARs, which supports adherence to planned trading windows and mitigation of insider-trading concerns. The signature by an attorney-in-fact is present. The transactions appear transparent and fully reported, satisfying Section 16 disclosure obligations; no indications of undisclosed related-party or indirect ownership beyond ESPP shares are shown.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Cuffe Michael S.

Role EVP and Chief Clinical Officer

Sold 3,836 shs ($1.61M)

Approx. gross sale proceeds $1.61M

Approx. exercise cost $1.89M

Type	Security	Shares	Price	Value
Sale	Common Stock	3,836	$418.84	$1.61M
Exercise	Stock Appreciation Right	10,920	$0.00	$0.00
Exercise	Common Stock	10,920	$173.12	$1.89M
Exercise Price or Tax Liability	Common Stock	7,084	$411.59	$2.92M

Holdings After Transaction: Stock Appreciation Right — 10,000 shares (Direct); Common Stock — 31,502.9017 shares (Direct)

Footnotes (3)

1. F1. The exercise of stock appreciation rights and sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 6, 2025.
2. F2. Includes 2,595.9017 shares acquired under the Issuer's employee stock purchase plans.
3. F3. The stock appreciation rights vested in four equal annual installments beginning on February 3, 2022.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/08/2025 - 06:37 PM Learn about SEC filing dates

FAQ

What did HCA insider Michael S. Cuffe do on 09/04/2025 and 09/08/2025?

On 09/04/2025 he exercised 10,920 SARs at a reference of $173.12 and sold 7,084 shares at $411.59; on 09/08/2025 he sold the remaining 3,836 shares at $418.84.

Were these trades part of a prearranged plan for HCA (HCA)?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 6, 2025.

How many HCA shares does Michael S. Cuffe beneficially own after these transactions?

He reported beneficial ownership of 31,502.9017 shares following the transactions, which includes 2,595.9017 shares from the employee stock purchase plans.

Did the filing disclose SAR vesting details?

Yes. The filing states the stock appreciation rights vested in four equal annual installments beginning February 3, 2022.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Kevin A. Ball, Attorney-in-Fact on 09/08/2025.

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).

X

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^*

Cuffe Michael S.

(Last) (First) (Middle)

ONE PARK PLAZA

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Chief Clinical Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		M(1)		10,920	A	$173.12	42,422.9017(2)	D
Common Stock	09/04/2025		F(1)		7,084	D	$411.59	35,338.9017(2)	D
Common Stock	09/08/2025		S(1)		3,836	D	$418.84	31,502.9017(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$173.12	09/04/2025		M(1)			10,920	(3)	02/03/2031	Common Stock	10,920	$0.00	10,000	D

Explanation of Responses:

1. The exercise of stock appreciation rights and sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 6, 2025.

2. Includes 2,595.9017 shares acquired under the Issuer's employee stock purchase plans.

3. The stock appreciation rights vested in four equal annual installments beginning on February 3, 2022.

	/s/ Kevin A. Ball, Attorney-in-Fact	09/08/2025
	** 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.