HCA (NYSE: HCA) COO Jon M. Foster reports stock grant and tax withholding

Rhea-AI Filing Summary

HCA Healthcare EVP and COO Jon M. Foster reported equity award activity. On February 10, 2026, he acquired 15,696 shares of common stock at $0 per share as a grant. On the same date, 5,888 shares were withheld at $502.05 per share to cover tax obligations, leaving 23,062 directly held shares.

The award relates to 7,848 performance share units granted on January 30, 2023, which could vest from zero to twice the original grant based on cumulative earnings per share for fiscal years 2023–2025. Based on the company’s earnings performance, 200% of the units vested, resulting in the reported share delivery.

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^*

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)
02/10/2026

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)		15,696	A	$0	28,950	D
Common Stock	02/10/2026		F		5,888	D	$502.05	23,062	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

Explanation of Responses:

1. On January 30, 2023, the reporting person was granted 7,848 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) executive Jon M. Foster report?

Jon M. Foster reported acquiring 15,696 HCA common shares as a stock grant and a withholding of 5,888 shares to cover tax liabilities. After these transactions, he directly held 23,062 HCA common shares, in addition to indirect holdings through several family trusts.

Why did 15,696 HCA (HCA) shares vest for Jon M. Foster?

The 15,696 vested shares came from 7,848 performance share units granted in 2023, tied to cumulative 2023–2025 earnings per share. Depending on performance, vesting could range from zero to double. HCA’s earnings results led to 200% vesting, generating the reported share amount.

What does the tax withholding of 5,888 HCA (HCA) shares mean?

HCA withheld 5,888 shares from Jon M. Foster at $502.05 per share to satisfy tax obligations on the stock award. This is a non-cash disposition mechanism where shares are surrendered instead of paying taxes in cash, reducing his directly held share count after vesting.

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

After the February 10, 2026 transactions, Jon M. Foster directly held 23,062 HCA common shares. This figure reflects the 15,696-share grant and the 5,888-share tax withholding, as reported in the Form 4, and excludes additional indirect holdings through various trusts.

What performance conditions were attached to Jon M. Foster’s HCA (HCA) performance share units?

The 7,848 performance share units granted on January 30, 2023 were tied to cumulative earnings per share for 2023–2025. Vesting could range from zero at below 90% of target to 200% at 110% or more of target. HCA’s results triggered the maximum 200% vesting level.

What indirect HCA (HCA) share holdings are associated with Jon M. Foster?

The Form 4 lists indirect holdings including 67,595 shares via JMF Trust, 72,308 via LCF Trust, 19,985 via JMF Family Trust, and 11,566 via a 2025 GRAT. These are categorized as indirect beneficial ownership through trusts linked to Foster and his spouse.