HCA (HCA) director Wayne Riley receives 509 restricted share units as equity award

Rhea-AI Filing Summary

HCA Healthcare director Wayne Joseph Riley received an equity grant of 509 restricted share units of common stock. The award is described as an annual director equity grant and carries no cash exercise price. Following this grant, he directly holds 15,029 shares of HCA Healthcare common stock.

The 509 restricted share units will vest on the earlier of HCA Healthcare’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. According to the terms, the vested shares will be delivered to Riley when he ceases to serve on the company’s Board of Directors.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Riley Wayne Joseph

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	509	$0.00	--

Holdings After Transaction: Common Stock — 15,029 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 509 shares Grant price: $0.0000 per share Post-grant holdings: 15,029 shares +1 more

4 metrics

RSU grant size 509 shares Restricted share units granted on April 28, 2026

Grant price $0.0000 per share Reported price for RSU grant

Post-grant holdings 15,029 shares Total common stock held directly after transaction

Vesting endpoint 2027 annual meeting or 1-year anniversary Earlier of these dates determines vesting for RSUs

Key Terms

restricted share units, annual director equity award, vest, Board of Directors

4 terms

restricted share units financial

"Represents common stock underlying 509 restricted share units attributable to an annual director equity award"

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

"509 restricted share units attributable to an annual director equity award"

vest financial

"which shall vest on the sooner of the date of the Issuer's 2027 annual shareholders' meeting or the first anniversary of the grant date"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Board of Directors financial

"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"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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^*

Riley Wayne Joseph

(Last) (First) (Middle)

ONE PARK PLAZA

(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		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	04/28/2026		A(1)		509	A	$0	15,029	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. Represents common stock underlying 509 restricted share units attributable to an annual director equity award, which shall vest on the sooner of the date of the Issuer's 2027 annual shareholders' meeting 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.

	/s/ Natalie Harrison Cline, 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 did HCA (HCA) director Wayne Joseph Riley report in this Form 4?

HCA director Wayne Joseph Riley reported receiving 509 restricted share units of common stock as an annual director equity award. This grant increased his direct holdings to 15,029 HCA shares, reflecting routine board-level compensation rather than an open-market stock purchase or sale.

How many HCA (HCA) shares does Wayne Joseph Riley hold after this grant?

After this grant, Wayne Joseph Riley directly holds 15,029 HCA common shares. This total includes 509 shares underlying newly granted restricted share units, which are part of his annual director equity compensation rather than shares acquired through open-market trading activity.

What are the vesting terms of the 509 restricted share units reported by HCA (HCA)?

The 509 restricted share units vest on the earlier of HCA’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. This schedule ties vesting to continued board service and a specific shareholder meeting milestone for the director award.

When will the vested HCA (HCA) shares be delivered to Wayne Joseph Riley?

The vested shares will be delivered to Wayne Joseph Riley when he ceases to be a member of HCA’s Board of Directors. Until then, the award remains in the form of restricted share units that represent the right to receive common stock in the future.

Was there any cash transaction involved in Wayne Joseph Riley’s HCA (HCA) Form 4 grant?

No cash transaction was involved; the 509 restricted share units were granted at a reported price of $0.0000 per share. This indicates a stock-based compensation award for board service rather than a purchase of HCA shares in the open market.

Is Wayne Joseph Riley’s HCA (HCA) Form 4 filing a buy or sell signal?

The Form 4 reflects an acquisition through a grant of 509 restricted share units as compensation, not an open-market buy or sell. It represents routine director equity compensation and does not, by itself, signal a discretionary trading decision in HCA stock.