Frisco Holding II reorganizes HCA (HCA) stake via large share exchange

Rhea-AI Filing Summary

Frisco Holding II, a 10% owner of HCA Healthcare, Inc., reported a restructuring of its holdings rather than an open-market trade. On February 6, 2026, it disposed of 36,629,188 common shares in exchange for 36,557,141 newly issued HCA shares.

The transactions were reported under code J and occurred at a stated price of zero per share, in a manner exempt under Rule 16b-3. Footnotes describe the steps as part of a tax-related reorganization and a change in the form of beneficial ownership without changing Frisco Holding II’s pecuniary interest.

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^*

Frisco Holding II

(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	D(2)(3)
Common Stock, par value $0.01 per share	02/06/2026		J(1)		36,557,141	A	(1)	36,557,141	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

Explanation of Responses:

1. On February 6, 2026, the Reporting Person 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 the Reporting Person, 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 the Reporting Person 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. The Reporting Person is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr.

3. The Shares disposed of were previously reported by the Reporting Person as indirectly beneficially owned through Hercules Holding II ("Hercules"). Prior to the disposition reported in this filing, those shares were distributed for no consideration and on a pro rata basis by Hercules, effecting a change in form of beneficial ownership without changing the Reporting Person's pecuniary interest.

	/s/ J. William B. Morrow, President	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What did Frisco Holding II report in this Form 4 for HCA?

Frisco Holding II reported exchanging 36,629,188 HCA common shares for 36,557,141 newly issued shares on February 6, 2026. The filing describes this as part of a tax-related reorganization and a change in ownership form, not a traditional market sale.

How many HCA shares does Frisco Holding II own after the transaction?

After the reported transaction, Frisco Holding II beneficially owns 36,557,141 shares of HCA common stock. The prior 36,629,188 shares were disposed of in exchange for these newly issued shares as part of a reorganization described in the footnotes.

Was this HCA Form 4 transaction an open-market sale?

The Form 4 describes a disposition and acquisition of HCA shares coded as transaction type J, not an open-market trade. Shares were exchanged for newly issued stock at a stated price of zero per share, under an exempt reorganization structure referenced in the footnotes.

Why did Frisco Holding II exchange HCA shares in this Form 4?

Footnotes state the exchange was part of transactions that, together with Frisco Holding II’s conversion to a partnership for U.S. tax purposes, constituted a reorganization under Section 368(a). The steps changed the form of beneficial ownership without changing its pecuniary interest.

Who ultimately holds Frisco Holding II in relation to HCA Healthcare?

The filing states that Frisco Holding II is held by a private investor group that includes affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. This clarifies the ownership context behind the reporting person’s large HCA share position.

What is Hercules Holding II’s role in the reported HCA share change?

Footnotes explain that the disposed shares were previously reported as indirectly owned through Hercules Holding II. Before the reported transaction, Hercules distributed those shares pro rata and for no consideration, changing the ownership form without altering Frisco Holding II’s pecuniary interest.