HCA director receives 809-share equity award

Johnston Hugh F reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Johnston Hugh F reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare director Hugh F. Johnston received an equity grant of 809 shares of common stock. The award represents restricted share units tied to his annual director equity grant and to receiving his annual cash retainer in stock rather than cash.

The filing states that 509 restricted share units relate to an annual director equity award and 300 restricted share units are in lieu of an annual cash retainer. These units will vest on the earlier of the 2027 annual shareholders' meeting or the first anniversary of the grant date. Vested shares will be delivered when Johnston ceases to serve on HCA Healthcare's Board of Directors, and his direct holdings total 4,475 shares after this grant.

Insider Trade Summary

Grant/Award: 809 shares

Grant/Award 1 txn

Insider Johnston Hugh F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	809	$0.00	$0.00

Holdings After Transaction: Common Stock — 4,475 shares (Direct)

Footnotes (1)

1. F1. Represents common stock underlying 509 restricted share units attributable to an annual director equity award and 300 restricted share units received in lieu of an annual cash retainer for service as a director. The restricted share units shall vest on the sooner of the date of the 2027 annual shareholders' meeting of HCA Healthcare, Inc. 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 HCA Healthcare, Inc.

Key Figures

Equity grant size: 809 shares Director holdings after grant: 4,475 shares Annual equity award component: 509 RSUs +1 more

4 metrics

Equity grant size 809 shares Restricted share units granted to director Hugh F. Johnston

Director holdings after grant 4,475 shares Total common stock directly held after transaction

Annual equity award component 509 RSUs Restricted share units from annual director equity award

Cash retainer in stock 300 RSUs Restricted share units received instead of annual cash retainer

Key Terms

restricted share units, annual director equity award, annual cash retainer, annual shareholders' meeting, +1 more

5 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"

annual cash retainer financial

"300 restricted share units received in lieu of an annual cash retainer for service as a director"

annual shareholders' meeting financial

"shall vest on the sooner of the date of the 2027 annual shareholders' meeting of HCA Healthcare, Inc."

Board of Directors financial

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HCA (HCA) report for Hugh F. Johnston?

HCA Healthcare reported that director Hugh F. Johnston received a grant of 809 restricted share units of common stock. These units reflect his annual director equity award and stock in lieu of his cash retainer for Board service.

How is the 809-share award to HCA (HCA) director Johnston structured?

The 809 restricted share units include 509 units from an annual director equity award and 300 units received instead of an annual cash retainer. This structure compensates Johnston for Board service through equity rather than entirely in cash.

When do Hugh F. Johnston’s HCA (HCA) restricted share units vest?

Johnston’s restricted share units vest on the earlier of the 2027 annual shareholders' meeting or the first anniversary of the grant date. This schedule ties vesting to both time in service and the company’s regular shareholder meeting cycle.

When will HCA (HCA) deliver vested shares to Hugh F. Johnston?

Vested shares underlying Johnston’s restricted share units will be delivered when he ceases to be a member of HCA Healthcare’s Board of Directors. This defers actual share delivery until his Board service ends, aligning equity realization with his tenure.

How many HCA (HCA) shares does Hugh F. Johnston hold after this grant?

After the 809-share equity grant, Johnston directly holds 4,475 shares of HCA Healthcare common stock. This figure reflects his position following the reported transaction and provides context on the relative size of the awarded shares.

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

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Accepted by SEC EDGAR 04/30/2026 - 05:00 PM Learn about SEC filing dates

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^*

Johnston Hugh F

(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)		809	A	$0	4,475	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 and 300 restricted share units received in lieu of an annual cash retainer for service as a director. The restricted share units shall vest on the sooner of the date of the 2027 annual shareholders' meeting of HCA Healthcare, Inc. 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 HCA Healthcare, Inc.

	/s/ Kevin A. Ball, 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)