HCA (NYSE: HCA) EVP Jon Foster exercises 29,330 rights, withholds shares

Rhea-AI Filing Summary

HCA Healthcare EVP and COO Jon M. Foster reported transactions in HCA common stock on February 5, 2026. He exercised a stock appreciation right covering 29,330 shares at an exercise price of $139.06, receiving that number of common shares.

On the same date, 16,076 shares of common stock were disposed of with a transaction code "F" at $513.76 per share, typically reflecting shares withheld to cover obligations, leaving 13,254 shares held directly. He also reports indirect ownership of HCA common stock, including 67,595 shares by JMF Trust, 72,308 shares by LCF Trust, 19,985 shares by JMF Family Trust, and 11,566 shares by a 2025 GRAT.

Insider Trade Summary

29,330 shares exercised/converted

Mixed 7 txns

Insider Foster Jon M

Role EVP and COO

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Right	29,330	$0.00	--
Exercise	Common Stock	29,330	$139.06	$4.08M
Tax Withholding	Common Stock	16,076	$513.76	$8.26M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Appreciation Right — 0 shares (Direct); Common Stock — 29,330 shares (Direct); Common Stock — 67,595 shares (Indirect, By JMF Trust (Spouse and Robert Nagel, Co-Trustees))

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Foster Jon M

(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 COO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		M		29,330	A	$139.06	29,330	D
Common Stock	02/05/2026		F		16,076	D	$513.76	13,254	D
Common Stock								67,595	I	By JMF Trust (Spouse and Robert Nagel, Co-Trustees)
Common Stock								72,308	I	By LCF Trust (Reporting Person, Trustee)
Common Stock								19,985	I	By JMF Family Trust (Spouse, Trustee)
Common Stock								11,566	I	By 2025 GRAT

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
Stock Appreciation Right	$139.06	02/05/2026		M			29,330	(1)	01/30/2029	Common Stock	29,330	$0	0	D

Explanation of Responses:

1. The stock appreciation rights vested in four equal annual installments beginning on January 30, 2020.

	/s/ Kevin A. Ball, Attorney-in-Fact	02/09/2026
	** 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.

FAQ

What insider transaction did HCA (HCA) EVP and COO Jon M. Foster report?

Jon M. Foster reported exercising stock appreciation rights for 29,330 HCA common shares at $139.06 on February 5, 2026. He simultaneously reported a related disposition coded "F," typically reflecting shares withheld to cover obligations, plus updated direct and indirect share holdings.

How many HCA shares did Jon M. Foster acquire through stock appreciation rights?

He acquired 29,330 HCA common shares by exercising stock appreciation rights at an exercise price of $139.06. These rights had previously vested in four equal annual installments beginning January 30, 2020, and were reported as fully exercised in this Form 4 filing.

What does the F-coded transaction in Jon M. Foster’s HCA Form 4 represent?

The F-coded transaction shows 16,076 HCA common shares disposed of at $513.76 per share. In Form 4 reporting, code "F" commonly reflects shares withheld by the issuer to satisfy tax or similar obligations arising from an equity award exercise, rather than an open-market sale.

How many HCA shares does Jon M. Foster hold directly after these transactions?

After the reported February 5, 2026 transactions, Jon M. Foster holds 13,254 HCA common shares directly. This reflects shares received from exercising stock appreciation rights, net of the F-coded disposition, as shown in the "Amount of Securities Beneficially Owned Following Reported Transaction(s)" column.

What indirect HCA share holdings are reported for Jon M. Foster and related trusts?

Indirect holdings include 67,595 HCA shares by JMF Trust, 72,308 shares by LCF Trust where he is trustee, 19,985 shares by JMF Family Trust, and 11,566 shares by a 2025 GRAT. Each position is reported as indirectly owned, reflecting trust-level ownership arrangements.

When did Jon M. Foster’s HCA stock appreciation rights begin vesting?

The stock appreciation rights began vesting on January 30, 2020. According to the footnote, they vested in four equal annual installments starting on that date, culminating in the position of 29,330 underlying shares that was fully exercised and reported on February 5, 2026.