HCA CEO Hazen receives 54,934-share stock award

HCA Healthcare CEO Samuel N. Hazen reported equity transactions in company common stock.

Accepted by SEC EDGAR 02/12/2026 - 06:45 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

HCA Healthcare CEO Samuel N. Hazen reported equity transactions in company common stock. On February 10, 2026, he acquired 54,934 shares at $0 per share as a grant tied to performance share units that fully vested at 200% of the original award.

On the same date, 21,323 shares were disposed of at $502.05 per share to satisfy tax withholding obligations, leaving 64,842 shares held directly. He also reports indirect ownership, including 200,000 shares held by a 2025 GRAT and 813,320 shares held by an LP.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HAZEN SAMUEL N

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	54,934	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	21,323	$502.05	$10.71M
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 64,842 shares (Direct); Common Stock — 16,024 shares (Indirect, By HD Trust); Common Stock — 16,731 shares (Indirect, By 2023 GST Trust); Common Stock — 93,088 shares (Indirect, By 2023 Trust); Common Stock — 178,289 shares (Indirect, By 2024 GRAT); Common Stock — 200,000 shares (Indirect, By 2025 GRAT); Common Stock — 813,320 shares (Indirect, By LP)

Holdings Before and After: Common Stock, 31,231 to 64,842 shares (Direct)

Footnotes (1)

1. F1. On January 30, 2023, the reporting person was granted 27,467 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.

FAQ

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

What insider transaction did HCA (HCA) CEO Samuel Hazen report?

HCA CEO Samuel Hazen reported a grant of 54,934 shares of common stock on February 10, 2026. The shares came from performance share units that vested based on 2023-2025 earnings per share performance, resulting in a 200% payout versus the original 27,467-unit grant.

Were any HCA (HCA) shares sold by CEO Samuel Hazen in this Form 4?

The filing shows 21,323 HCA shares disposed of at $502.05 per share to cover tax obligations. This transaction used shares to pay tax liability associated with the vesting, rather than reporting an open-market sale initiated for portfolio or discretionary reasons.

How many HCA (HCA) shares does CEO Samuel Hazen hold directly after these transactions?

After the reported grant and tax-withholding disposition, Samuel Hazen holds 64,842 HCA common shares directly. This figure reflects only his direct ownership and is separate from additional indirect holdings reported through various trusts and partnership entities in the same Form 4.

What performance targets triggered Samuel Hazen’s HCA performance share unit vesting?

The performance share units granted January 30, 2023 vested based on cumulative earnings per share for fiscal years 2023-2025. Depending on results, vesting ranged from zero to 200% of granted units, and actual company performance produced the maximum 200% vesting outcome for this award.

What indirect HCA (HCA) share holdings are reported for Samuel Hazen?

Samuel Hazen reports indirect ownership of HCA stock through several entities, including 16,024 shares by HD Trust, 178,289 shares by a 2024 GRAT, 200,000 shares by a 2025 GRAT, and 813,320 shares by an LP, in addition to other smaller trust positions.

Is the HCA CEO’s 54,934-share grant a new award or vesting of prior units?

The 54,934-share acquisition reflects vesting of performance share units granted January 30, 2023, not a brand-new grant. The original 27,467 units paid out at 200% of target after HCA’s cumulative 2023-2025 earnings per share results were measured against the pre-set performance grid.

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

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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^*

HAZEN SAMUEL N

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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)		54,934	A	$0	86,165	D
Common Stock	02/10/2026		F		21,323	D	$502.05	64,842	D
Common Stock								16,024	I	By HD Trust
Common Stock								16,731	I	By 2023 GST Trust
Common Stock								93,088	I	By 2023 Trust
Common Stock								178,289	I	By 2024 GRAT
Common Stock								200,000	I	By 2025 GRAT
Common Stock								813,320	I	By LP

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 27,467 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).
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