Frist-linked entities at HCA (NYSE: HCA) exchange 36,629,188 shares

Rhea-AI Filing Summary

HCA Healthcare director and 10% owner Thomas F. Frist III reported an internal share reorganization involving entities linked to him. On February 6, 2026, Frisco Holding II disposed of 36,629,188 HCA common shares in exchange for 36,557,141 newly issued shares from HCA in a transaction exempt under Rule 16b-3 and treated as a tax reorganization.

Frisco Holding II now holds 36,557,141 shares for a private investor group that includes affiliates of HCA founder Dr. Thomas F. Frist Jr. Frist III may be deemed to have voting and investment control but disclaims beneficial ownership beyond his economic interest through partnership units and related trusts. Separately, Hercules Holding II holds 32,282,889 HCA shares for a similar investor group, with Frist III likewise only recognizing his pecuniary interest. He also directly holds 14,817 restricted share units that will settle in HCA shares when he ceases to be a director.

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 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)

X	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								14,817	D(3)
Common Stock, par value $0.01 per share								32,282,889	I	By Hercules Holding II(4)

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 Holding II ("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 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. This number represents restricted share units payable in Shares, which will be delivered to the Reporting Person on the date he ceases to be a director of the Issuer.

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 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	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).
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 transaction did HCA (HCA) report for Thomas F. Frist III?

HCA reported that entity Frisco Holding II exchanged 36,629,188 HCA shares for 36,557,141 newly issued shares on February 6, 2026. The transaction was exempt under Rule 16b-3 and structured as part of a tax reorganization for Frisco.

Who actually holds the HCA (HCA) shares involved in the Frist III Form 4?

The shares are held by entities Frisco Holding II and Hercules Holding II, both owned by a private investor group including affiliates of HCA founder Dr. Thomas F. Frist Jr. Thomas F. Frist III is linked through partnership units and trusts, not direct ownership.

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

After the February 6, 2026 transaction, Frisco Holding II holds 36,557,141 HCA common shares. These are owned by a private investor group, and Thomas F. Frist III only recognizes his pecuniary interest through Frisco partnership units and related family trusts.

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

Hercules Holding II holds 32,282,889 HCA common shares for a private investor group that includes affiliates of HCA’s founder. Thomas F. Frist III may influence voting and investment decisions but disclaims beneficial ownership beyond his economic interest in Hercules units and trusts.

Does Thomas F. Frist III personally own HCA (HCA) shares in this filing?

Thomas F. Frist III directly holds 14,817 restricted share units payable in HCA shares when he ceases to be a director. His additional exposure comes through economic interests in Frisco and Hercules partnership units and family trusts, not through direct share ownership.

How is the HCA (HCA) share exchange in this Form 4 treated for tax purposes?

The exchange of 36,629,188 existing HCA shares for 36,557,141 newly issued shares held by Frisco Holding II is described as a reorganization under Section 368(a) of the Internal Revenue Code, following Frisco’s conversion to a partnership for U.S. federal income tax purposes.