HCA EVP reports equity award and tax share withholding

HCA Healthcare EVP and Chief Clinical Officer Michael S. Cuffe reported equity award activity in company stock.

Accepted by SEC EDGAR 02/12/2026 - 06:38 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

HCA Healthcare EVP and Chief Clinical Officer Michael S. Cuffe reported equity award activity in company stock. On February 10, 2026, he acquired 9,628 shares of common stock at $0 per share through a grant or award, increasing his direct holdings to 35,580.9017 shares.

On the same date, 3,501 shares were disposed of at $502.05 per share to satisfy tax withholding obligations, leaving him with 32,079.9017 directly owned shares. These shares relate to 4,814 performance share units granted on January 30, 2023 that vested at 200% of the original grant based on 2023–2025 earnings per share performance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Cuffe Michael S.

Role EVP and Chief Clinical Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,628	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,501	$502.05	$1.76M

Holdings After Transaction: Common Stock — 32,079.9017 shares (Direct)

Holdings Before and After: Common Stock, 25,952.9017 to 32,079.9017 shares (Direct)

Footnotes (1)

1. F1. On January 30, 2023, the reporting person was granted 4,814 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

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What insider transactions did HCA (HCA) report for Michael S. Cuffe?

HCA reported that EVP and Chief Clinical Officer Michael S. Cuffe received 9,628 shares of common stock through an equity award. On the same day, 3,501 shares were withheld and disposed of to cover tax obligations, leaving him with 32,079.9017 shares directly owned.

How many HCA (HCA) shares does Michael S. Cuffe own after the reported Form 4?

After the reported transactions, Michael S. Cuffe directly owns 32,079.9017 HCA common shares. His holdings reflect an equity award acquisition of 9,628 shares and a tax-related disposition of 3,501 shares on February 10, 2026, as disclosed in the filing.

What is the nature of the 9,628 HCA (HCA) shares acquired by Michael S. Cuffe?

The 9,628 HCA shares were acquired at no cash cost via a grant, award, or other equity acquisition. The award stems from performance share units that converted into common stock based on HCA’s cumulative earnings per share performance for fiscal years 2023 through 2025.

Why were 3,501 HCA (HCA) shares disposed of in Michael S. Cuffe’s Form 4?

The 3,501 HCA shares were disposed of under transaction code F, meaning they were withheld or delivered to satisfy tax liabilities. The shares were valued at $502.05 each, aligning with standard practice for covering taxes on vested equity awards.

How were Michael S. Cuffe’s HCA (HCA) performance share units structured?

Cuffe was granted 4,814 performance share units on January 30, 2023, tied to HCA’s cumulative earnings per share for 2023–2025. Vesting could range from zero to 200% of the grant, with 200% ultimately vesting based on the company’s achieved performance.

What performance outcome did HCA (HCA) report for Cuffe’s 2023 performance share unit grant?

HCA disclosed that, based on cumulative 2023–2025 earnings per share, 200% of Michael S. Cuffe’s 4,814 performance share units vested. This represents the maximum vesting level under the award’s structure, which ranged from zero to two times the units granted.

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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^*

Cuffe Michael S.

(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)
	EVP and Chief Clinical Officer

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)		9,628	A	$0	35,580.9017	D
Common Stock	02/10/2026		F		3,501	D	$502.05	32,079.9017	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 4,814 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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