HCA (NYSE: HCA) SVP trades shares after EPS-based award vests

Rhea-AI Filing Summary

HCA Healthcare SVP & Controller Christopher F. Wyatt reported several stock transactions. On February 10, 2026, he acquired 3,350 shares of common stock at $0, reflecting the vesting of performance share units granted on January 30, 2023 and tied to cumulative 2023–2025 earnings per share. Based on the company’s EPS performance, the award vested at 200% of the 1,675 units granted.

Also on February 10, 1,034 shares were disposed of at $502.05 to cover tax obligations. On February 11, 2026, Wyatt executed an open‑market sale of 4,000 shares at $505 per share. After these transactions, he directly owned 44,379 shares of HCA Healthcare common stock.

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^*

Wyatt Christopher F.

(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)
	SVP & Controller

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)		3,350	A	$0	49,413	D
Common Stock	02/10/2026		F		1,034	D	$502.05	48,379	D
Common Stock	02/11/2026		S		4,000	D	$505	44,379	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 January 30, 2023, the reporting person was granted 1,675 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.
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FAQ

What insider transactions did HCA (HCA) SVP Christopher Wyatt report?

Christopher F. Wyatt reported acquiring 3,350 HCA shares from a vested performance award, disposing of 1,034 shares for tax withholding, and selling 4,000 shares in an open‑market transaction, leaving him with 44,379 directly owned HCA common shares.

How many HCA (HCA) shares did the SVP sell and at what price?

Christopher F. Wyatt sold 4,000 HCA common shares at $505 per share in an open‑market transaction on February 11, 2026, according to the Form 4, and held 44,379 shares directly after completing all reported transactions.

What HCA (HCA) stock award vested for the SVP & Controller?

Wyatt had 1,675 HCA performance share units granted in January 2023, tied to 2023–2025 earnings per share. Based on performance, 200% of the units vested, resulting in 3,350 HCA common shares being acquired at no cost on February 10, 2026.

Why were 1,034 HCA (HCA) shares disposed of at $502.05?

The Form 4 shows 1,034 HCA shares disposed of at $502.05 per share under code “F,” meaning shares were withheld or delivered to satisfy tax liabilities related to the equity award vesting, rather than being a discretionary open‑market sale.

How many HCA (HCA) shares does the SVP own after these transactions?

Following the award vesting, tax‑related share disposition, and open‑market sale, Christopher F. Wyatt directly owns 44,379 shares of HCA Healthcare common stock, as reported in the Form 4’s post‑transaction ownership column.

What performance condition triggered the HCA (HCA) share vesting?

The performance share units vested based on cumulative earnings per share for fiscal years 2023–2025. The vesting outcome equaled 200% of the 1,675 units granted after HCA’s achievement against that EPS goal, resulting in 3,350 vested HCA common shares.