HCA Healthcare (HCA) CFO reports 5,026-share award and tax withholding

Rhea-AI Filing Summary

HCA Healthcare EVP and CFO Mike A. Marks reported equity compensation activity involving HCA common stock. On February 10, 2026, he acquired 5,026 shares at $0 per share in a grant classified as an award.

On the same date, 1,690 shares of common stock were disposed of at $502.05 per share to satisfy tax obligations through share withholding, leaving 3,336 directly owned shares. The filing also shows 43,240 shares held indirectly by the MAM 2020 Trust and 26,500 shares held indirectly by the LAM 2020 Trust.

A footnote explains this grant stems from 2,513 performance share units awarded on January 30, 2023, which could vest from zero to double the units based on 2023-2025 cumulative earnings per share. Based on company performance, 200% of the units vested.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Marks Mike A

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,026	$0.00	--
Tax Withholding	Common Stock	1,690	$502.05	$848K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 5,026 shares (Direct); Common Stock — 43,240 shares (Indirect, By MAM 2020 Trust)

Footnotes (1)

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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^*

Marks Mike A

(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 CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		A(1)		5,026	A	$0	5,026	D
Common Stock	02/10/2026		F		1,690	D	$502.05	3,336	D
Common Stock								43,240	I	By MAM 2020 Trust
Common Stock								26,500	I	By LAM 2020 Trust

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 January 30, 2023, the reporting person was granted 2,513 performance share units. The performance share units were eligible to vest based on achievement of a cumulative earnings per share goal for fiscal years 2023-2025. The number of performance share units that were eligible to vest varied from zero (for actual performance less than 90% of target) to two times the units granted (for actual performance of 110% or more of target). Based upon the Company's achievement with respect to cumulative 2023-2025 earnings per share, the number of performance share units that vested equaled 200% of the units granted.

	/s/ Kevin A. Ball, Attorney-in-Fact	02/12/2026
	** 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.

FAQ

What insider transactions did HCA (HCA) disclose for Mike A. Marks?

HCA reported that EVP and CFO Mike A. Marks acquired 5,026 shares of common stock via an equity award and had 1,690 shares withheld at $502.05 per share to cover taxes, resulting in 3,336 directly held shares.

How many HCA (HCA) shares does Mike A. Marks hold directly and indirectly?

After the reported transactions, Mike A. Marks directly owns 3,336 HCA common shares. The filing also shows indirect holdings of 43,240 shares through the MAM 2020 Trust and 26,500 shares through the LAM 2020 Trust.

What was the purpose of the 1,690 HCA shares disposed of by Mike A. Marks?

The 1,690 HCA shares were disposed of at $502.05 per share to pay tax liabilities via share withholding. This transaction is coded F, indicating payment of tax obligations by delivering previously acquired securities.

What are the performance share units mentioned in the HCA (HCA) Form 4 filing?

On January 30, 2023, Mike A. Marks received 2,513 performance share units tied to cumulative earnings per share for fiscal years 2023-2025. Depending on performance, vesting could range from zero to double the units granted.

How did HCA’s performance affect Mike A. Marks’ performance share unit vesting?

Based on HCA’s cumulative 2023-2025 earnings per share, the number of performance share units that vested for Mike A. Marks equaled 200% of the 2,513 units originally granted, resulting in the 5,026 shares reported as acquired.

What role does Mike A. Marks hold at HCA (HCA) according to the filing?

The filing identifies Mike A. Marks as an officer of HCA Healthcare, Inc., serving as EVP and CFO. The reported equity award and related tax withholding transactions are associated with this executive role.