HCA (HCA) CEO Samuel Hazen logs multi-block share sales and trust transfer

Rhea-AI Filing Summary

HCA Healthcare (HCA) CEO and director Samuel N. Hazen reported multiple open‑market sales of HCA common stock on February 3, 2026, at weighted average prices ranging from about $497.18 to $502.95 per share. After these sales, he directly held 32,276 shares of HCA common stock.

On February 4, 2026, Hazen reported a transfer of 1,045 shares at $498.35 per share to a trust under a power of substitution, in exchange for assets of equal value. The footnote states this was a change in the form of beneficial ownership and did not change the total number of HCA shares he may be deemed to beneficially own. Following the transfer, he directly held 31,231 shares and had additional indirect holdings through various trusts and a limited partnership, including 16,024 shares held by HD Trust and 813,320 shares held by an LP.

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^*

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)
02/03/2026

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	02/03/2026		S		14,716	D	$502.9482(1)	60,437	D
Common Stock	02/03/2026		S		5,002	D	$502.1505(2)	55,435	D
Common Stock	02/03/2026		S		7,395	D	$500.6932(3)	48,040	D
Common Stock	02/03/2026		S		6,189	D	$500.0176(4)	41,851	D
Common Stock	02/03/2026		S		5,162	D	$498.7977(5)	36,689	D
Common Stock	02/03/2026		S		4,293	D	$498.123(6)	32,396	D
Common Stock	02/03/2026		S		120	D	$497.1783(7)	32,276	D
Common Stock	02/04/2026		J(8)		1,045	D	$498.35	31,231	D
Common Stock	02/04/2026		J(8)		1,045	A	$498.35	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $502.49 to $503.485, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $501.485 to $502.455, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.44 to $501.425, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $499.47 to $500.425, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $498.41 to $499.395, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.49 to $498.385, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.10 to $497.38, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. Pursuant to a power of substitution, on February 4, 2026, the Reporting Person transferred 1,045 shares of common stock of the Issuer to a trust in exchange for assets of equal value. The transfer was made at a price per share equal to $498.35 (the average of the high and low prices of shares of common stock of the Issuer on February 4, 2026). The transfer did not change the total number of shares of common stock of the Issuer of which the Reporting Person may be deemed to have beneficial ownership. The Reporting Person believes that the transfer of shares to the trust constitutes a change in form of beneficial ownership of such shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

	/s/ Kevin A. Ball, Attorney-in-Fact	02/05/2026
	** 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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FAQ

What insider activity did HCA (HCA) report for CEO Samuel Hazen?

HCA reported that CEO Samuel N. Hazen sold HCA common stock in multiple open‑market transactions on February 3, 2026, and then transferred 1,045 shares to a trust on February 4, 2026, as a change in the form of beneficial ownership.

How many HCA shares does CEO Samuel Hazen directly own after these transactions?

After the reported February 2026 transactions, Samuel N. Hazen directly owns 31,231 shares of HCA common stock. This reflects a series of sales on February 3, 2026, followed by a February 4, 2026 transfer of 1,045 shares to a trust under a power of substitution.

At what prices did HCA CEO Samuel Hazen sell his HCA shares?

Samuel N. Hazen’s HCA share sales on February 3, 2026 occurred at weighted average prices between approximately $497.18 and $502.95 per share. Each price in the Form 4 reflects multiple trades within a stated range, as detailed in the accompanying footnotes.

What was the purpose of Samuel Hazen’s 1,045‑share HCA transfer to a trust?

The 1,045‑share transfer to a trust on February 4, 2026 was described as a change in the form of beneficial ownership. The footnote states Hazen received assets of equal value and that the transfer did not change the total HCA shares he may be deemed to beneficially own.

Does Samuel Hazen have indirect ownership of HCA shares through entities?

Yes. In addition to his direct HCA holdings, Samuel N. Hazen reports indirect beneficial ownership through several entities. These include HD Trust, other 2023 and 2024–2025 trusts, and an LP that holds 813,320 HCA shares, all listed as indirect holdings in the Form 4.

What do the weighted average prices in Samuel Hazen’s HCA trades mean?

Each reported transaction price is a weighted average of multiple trades executed within a specified price range. The footnotes explain that individual trades occurred at different prices within each range, and Hazen will provide exact trade‑level details upon request to shareholders or regulators.