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Major HCA (HCA) holder redistributes 36.6M shares to affiliated Frisco Holding II

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HCA Healthcare’s Form 4 shows that major shareholder Hercules Holding II, a 10% owner, made a large internal share distribution. On February 6, 2026, Hercules Holding II distributed 36,629,188 shares of HCA common stock for no consideration, on a pro rata basis, to Frisco Holding II. After this non-cash, reallocation-type transaction, Hercules Holding II directly held 32,282,889 HCA shares. The filing notes that Hercules Holding II is held by a private investor group that includes affiliates of HCA founder Dr. Thomas F. Frist Jr., highlighting that this is a movement of shares within an affiliated investor structure rather than an open-market sale.

Positive

  • None.

Negative

  • None.

Insights

Large HCA block shifts between affiliated holders, not sold in market.

The filing shows Hercules Holding II, a 10% owner of HCA Healthcare, distributed 36,629,188 common shares on a pro rata basis to Frisco Holding II for no consideration. This is coded as transaction type J, typically a non-market, non-cash change.

Because the transfer is internal, between affiliated investment entities, it does not indicate a sale into the public market. Hercules Holding II still directly owns 32,282,889 shares after the transaction, so a substantial aligned block remains in one vehicle.

The footnote explains Hercules Holding II is held by a private investor group that includes affiliates of founder Dr. Thomas F. Frist Jr.. Future ownership disclosures may clarify how voting and investment decisions are coordinated across these related entities.

Insider HERCULES HOLDING II
Role 10% Owner
Type Security Shares Price Value
Other Common Stock, par value $0.01 per share 36,629,188 $0.00 --
Holdings After Transaction: Common Stock, par value $0.01 per share — 32,282,889 shares (Direct)
Footnotes (1)
  1. This transaction represents a distribution for no consideration and on a pro rata basis by the Reporting Person of 36,629,188 shares of Common Stock, par value $0.01 per share, of HCA Healthcare, Inc. to Frisco Holding II, which shares had previously been indirectly beneficially owned through the Reporting Person. The Reporting Person is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr.
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*
HERCULES HOLDING II
(Last) (First) (Middle)
3100 WEST END AVENUE
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026
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, par value $0.01 per share 02/06/2026 J(1) 36,629,188 D $0(1) 32,282,889 D(2)
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. This transaction represents a distribution for no consideration and on a pro rata basis by the Reporting Person of 36,629,188 shares of Common Stock, par value $0.01 per share, of HCA Healthcare, Inc. to Frisco Holding II, which shares had previously been indirectly beneficially owned through the Reporting Person.
2. The Reporting Person is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr.
/s/ J. William B. Morrow, President 02/10/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HCA (HCA) disclose in this Form 4?

HCA disclosed a large internal share distribution by a major shareholder. Hercules Holding II distributed 36,629,188 HCA common shares for no consideration to Frisco Holding II, reallocating ownership within affiliated entities rather than selling shares into the open market.

Who is Hercules Holding II in relation to HCA (HCA)?

Hercules Holding II is a 10% owner of HCA Healthcare. The filing notes it is held by a private investor group that includes affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr., making it a significant, founder-linked shareholder in the company.

How many HCA (HCA) shares were redistributed and at what price?

36,629,188 HCA common shares were redistributed at a price of $0.00 per share. The Form 4 describes this as a pro rata distribution for no consideration from Hercules Holding II to Frisco Holding II, indicating an internal reallocation, not a market sale.

How many HCA (HCA) shares does Hercules Holding II own after the transaction?

Hercules Holding II directly owns 32,282,889 HCA shares after the transaction. This remaining stake reflects its continuing status as a major shareholder even after distributing 36,629,188 shares to Frisco Holding II on a pro rata, no-consideration basis.

Did the HCA (HCA) Form 4 report any open-market share sales?

The Form 4 does not report any open-market sales. Instead, it shows an internal, pro rata distribution of 36,629,188 HCA shares from Hercules Holding II to Frisco Holding II for no consideration, suggesting a restructuring of holdings among affiliated investors.

What does “distribution for no consideration” mean in the HCA (HCA) filing?

“Distribution for no consideration” means shares moved without payment. In this case, Hercules Holding II transferred 36,629,188 HCA shares to Frisco Holding II in a non-cash, pro rata transaction, indicating a reallocation of ownership rather than a sale for proceeds.