HCA CEO Hazen grants and exercises stock rights

HCA Healthcare CEO Samuel N. Hazen reported several equity compensation moves.

Rhea-AI Filing Summary

HCA Healthcare CEO Samuel N. Hazen reported several equity compensation moves. On January 29, 2026, he received 55,846 stock appreciation rights with an exercise price of $482.53 per share, which vest in four equal annual installments beginning on January 29, 2027.

On January 30, 2026, Hazen exercised 84,360 stock appreciation rights, acquiring 84,360 shares of common stock at $81.96 per share. To cover tax obligations, 41,483 shares were surrendered at a value of $488.27 per share, leaving 75,153 shares of common stock held directly. He also reports additional indirect ownership through several trusts and an LP.

Insider Trade Summary

84,360 shares exercised/converted

Exercise 10 txns

Insider HAZEN SAMUEL N

Role CEO

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Right	84,360	$0.00	$0.00
Exercise	Common Stock	84,360	$81.96	$6.91M
Exercise Price or Tax Liability	Common Stock	41,483	$488.27	$20.25M
Grant/Award	Stock Appreciation Right	55,846	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Appreciation Right — 55,846 contracts (Direct); Common Stock — 75,153 shares (Direct); Common Stock — 14,979 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)

Footnotes (2)

1. F1. The stock appreciation rights vest in four equal annual installments beginning on January 29, 2027.
2. F2. The stock appreciation rights vested in four equal annual installments beginning on February 1, 2018.

FAQ

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

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

Samuel N. Hazen reported a grant of 55,846 stock appreciation rights and the exercise of 84,360 rights into common stock. He also reported tax share withholding of 41,483 shares and now holds 75,153 shares directly, plus additional indirect holdings through trusts and an LP.

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

After the reported transactions, Samuel N. Hazen holds 75,153 shares of HCA common stock directly. This reflects the exercise of 84,360 stock appreciation rights and the surrender of 41,483 shares to cover taxes, as disclosed in the Form 4 filing.

What stock appreciation rights were granted to HCA (HCA) CEO Samuel Hazen?

Samuel N. Hazen was granted 55,846 stock appreciation rights with an exercise price of $482.53 per share on January 29, 2026. These rights vest in four equal annual installments beginning January 29, 2027, providing potential future equity-linked compensation tied to HCA’s share price.

What happened when HCA (HCA) CEO Samuel Hazen exercised stock appreciation rights?

On January 30, 2026, Hazen exercised 84,360 stock appreciation rights, receiving 84,360 HCA common shares at $81.96 per share. To satisfy tax obligations, 41,483 of those shares were surrendered at a value of $488.27 per share, reducing his net direct holdings.

Does HCA (HCA) CEO Samuel Hazen report indirect ownership of company stock?

Yes. In addition to directly held shares, Hazen reports indirect ownership of HCA common stock through multiple entities, including HD Trust, 2023 GST Trust, 2023 Trust, 2024 GRAT, 2025 GRAT, and an LP, each holding separate blocks of shares on the Form 4.

When do Samuel Hazen’s newly granted HCA (HCA) stock appreciation rights vest?

The newly granted 55,846 stock appreciation rights begin vesting on January 29, 2027. According to the disclosure, they vest in four equal annual installments starting on that date, creating a multi-year vesting schedule tied to continued service and performance.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/02/2026 - 06:49 PM Learn about SEC filing dates

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)
01/29/2026

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	01/30/2026		M		84,360	A	$81.96	116,636	D
Common Stock	01/30/2026		F		41,483	D	$488.27	75,153	D
Common Stock								14,979	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
Stock Appreciation Right	$482.53	01/29/2026		A		55,846		01/29/2027(1)	01/29/2036	Common Stock	55,846	$0	55,846	D
Stock Appreciation Right	$81.96	01/30/2026		M			84,360	(2)	02/01/2027	Common Stock	84,360	$0.00	0	D

Explanation of Responses:

1. The stock appreciation rights vest in four equal annual installments beginning on January 29, 2027.

2. The stock appreciation rights vested in four equal annual installments beginning on February 1, 2018.

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