HCA Healthcare COO Jon Foster sells 31,713 shares
The trust-to-direct transfer involved assets of equal value and was described as leaving Foster's total beneficial ownership unchanged.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
HCA Healthcare, Inc. EVP and COO Jon M. Foster exercised 35,880 stock appreciation rights on November 4, 2026, at an exercise price of $145.24 per share, and acquired 35,880 common shares. That day, 20,309 shares were delivered or withheld for payment of exercise price or tax liability, and Foster sold 10,000 shares at a weighted-average $514.0698 per share. Reported sales totaled 31,713 shares across November 4 and 6. No Rule 10b5-1 plan is reported. Foster also transferred 16,142 shares from a trust to direct ownership for assets of equal value; the transfer did not change the total number of shares he may be deemed to beneficially own.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
12 txns
Insider
Foster Jon M
Role
EVP and COO
Sold
31,713 shs ($15.89M)
Approx. gross sale proceeds
$15.89M
Approx. exercise cost
$5.21M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F3, F2 | 890 | $498.971 | $444K |
| Sale | Common Stock F4 | 1,684 | $497.9984 | $839K |
| Sale | Common Stock F5 | 1,066 | $496.9199 | $530K |
| Sale | Common Stock F6 | 2,692 | $495.8541 | $1.33M |
| Sale | Common Stock F7 | 7,595 | $494.9145 | $3.76M |
| Sale | Common Stock F8 | 6,302 | $493.5795 | $3.11M |
| Sale | Common Stock F9 | 1,484 | $491.9817 | $730K |
| Exercise | Stock Appreciation Right F10 | 35,880 | $0.00 | $0.00 |
| Sale | Common Stock F1 | 10,000 | $514.0698 | $5.14M |
| Exercise | Common Stock | 35,880 | $145.24 | $5.21M |
| Exercise Price or Tax Liability | Common Stock | 20,309 | $510.70 | $10.37M |
| Other | Common Stock F2 | 16,142 | $503.525 | $8.13M |
| Holding | Common Stock | -- | -- | -- |
| Holding | Common Stock | -- | -- | -- |
| Holding | Common Stock | -- | -- | -- |
| Holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Appreciation Right — 0 contracts (Direct);
Common Stock — 51,453 shares (Indirect, By JMF Trust (Spouse and Robert Nagel, Co-Trustees));
Common Stock — 10,000 shares (Direct);
Common Stock — 72,308 shares (Indirect, By LCF Trust (Reporting Person, Trustee));
Common Stock — 19,985 shares (Indirect, By JMF Family Trust (Spouse, Trustee));
Common Stock — 11,566 shares (Indirect, By 2025 GRAT);
Common Stock — 13,062 shares (Indirect, By 2026 GRAT)
Holdings Before and After:
Stock Appreciation Right, 35,880 to 0 contracts (Direct);
Common Stock, 67,595 to 51,453 shares (Indirect, By JMF Trust (Spouse and Robert Nagel, Co-Trustees))
Footnotes (10)
- F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $513.87 to $514.24, 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.
- F2. Pursuant to a power of substitution, on November 4, 2026, the reporting person transferred 16,142 shares of common stock of the Issuer from a trust to direct ownership in exchange for assets of equal value. The transfer was made at a price per share equal to $503.525 (the average of the high and low prices of shares of common stock of the Issuer on November 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; however, the shares of common stock previously have been reported by the reporting person as indirectly owned. The reporting person believes that the transfer of shares from 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.
- F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $498.54 to $499.53, 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.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.55 to $498.51, 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.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $496.55 to $497.51, 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.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $495.49 to $496.47, 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.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $494.43 to $495.42, 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.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $492.50 to $494.42, 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.
- F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $491.46 to $492.36, 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.
- F10. The stock appreciation rights vested in four equal annual installments beginning on January 29, 2021.
Key Figures
Reported shares sold: 31,713 shares
Shares sold: 10,000 shares
Weighted-average sale price: $514.0698 per share
+5 more
8 metrics
Reported shares sold
31,713 shares
Across November 4 and November 6, 2026
Shares sold
10,000 shares
November 4, 2026
Weighted-average sale price
$514.0698 per share
10,000-share sale on November 4, 2026
Stock appreciation rights exercised
35,880 rights
November 4, 2026
Exercise price
$145.24 per share
Stock appreciation rights exercised November 4, 2026
Shares delivered or withheld
20,309 shares
For payment of exercise price or tax liability on November 4, 2026
Trust-to-direct transfer
16,142 shares
November 4, 2026
JMF Trust common stock position
51,453 shares
Reported following the November 4, 2026 transaction
Key Terms
stock appreciation rights, weighted average price, Rule 16a-13, beneficial ownership
4 terms
stock appreciation rights financial
"The stock appreciation rights vested in four equal annual installments"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Rule 16a-13 regulatory
"exempted by Rule 16a-13 under the Securities Exchange Act of 1934"
beneficial ownership regulatory
"did not change the total number of shares ... beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened when HCA COO Jon M. Foster exercised stock appreciation rights?
On November 4, 2026, Foster exercised 35,880 stock appreciation rights at $145.24 per share and acquired 35,880 common shares. On that date, 20,309 shares were delivered or withheld for payment of exercise price or tax liability.
Did Jon M. Foster's trust transfer change his HCA beneficial ownership?
The transfer did not change the total number of shares Foster may be deemed to beneficially own. On November 4, 2026, he transferred 16,142 shares from a trust to direct ownership in exchange for assets of equal value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
