HCA Healthcare CFO Mike A. Marks gifts 1,042 shares

HCA Healthcare, Inc.’s EVP and CFO Mike A. Marks exercised 4,585 stock appreciation rights on October 30, 2026, at $81.96 per share, receiving 4,585 common shares; 2,287 shares were delivered or withheld for payment of exercise price or tax liability.

Available on EDGAR 11/03/2026 - 07:42 PM EST Accepted by SEC EDGAR 11/03/2026 - 07:41 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

HCA Healthcare, Inc.’s EVP and CFO Mike A. Marks exercised 4,585 stock appreciation rights on October 30, 2026, at $81.96 per share, receiving 4,585 common shares; 2,287 shares were delivered or withheld for payment of exercise price or tax liability. A separate October 30 holding entry lists 46,576 shares held indirectly through MAM 2020 Trust.

On November 2, 2026, Marks transferred 1,042 shares from LAM 2020 Trust to direct ownership for assets of equal value, then gifted 1,042 shares. The transfer itself did not change the shares he may be deemed to beneficially own; LAM 2020 Trust was reported with 25,458 shares following the transfer.

Insider Trade Summary

4,585 shares exercised/converted

Exercise 5 txns

Insider Marks Mike A

Role EVP and CFO

Type	Security	Shares	Price	Value
Other	Common Stock F1	1,042	$469.405	$489K
Gift	Common Stock F1	1,042	$0.00	$0.00
Exercise	Stock Appreciation Right F2	4,585	$0.00	$0.00
Exercise	Common Stock	4,585	$81.96	$376K
Exercise Price or Tax Liability	Common Stock	2,287	$473.19	$1.08M
Holding	Common Stock	--	--	--

Holdings After Transaction: Stock Appreciation Right — 0 contracts (Direct); Common Stock — 25,458 shares (Indirect, By LAM 2020 Trust); Common Stock — 2,298 shares (Direct); Common Stock — 46,576 shares (Indirect, By MAM 2020 Trust)

Holdings Before and After: Stock Appreciation Right, 4,585 to 0 contracts (Direct); Common Stock, 26,500 to 25,458 shares (Indirect, By LAM 2020 Trust)

Footnotes (2)

1. F1. Pursuant to a power of substitution, on November 2, 2026, the Reporting Person transferred 1,042 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 $469.405 (the average of the high and low prices of shares of common stock of the Issuer on November 2, 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. Subsequently, on November 2, 2026, the Reporting Person gifted 1,042 shares of common stock.
2. F2. The stock appreciation rights vested in four equal annual installments beginning on February 1, 2018.

Key Figures

Stock appreciation rights exercised: 4,585 rights SAR exercise price: $81.96 per share Shares delivered or withheld: 2,287 shares +5 more

8 metrics

Stock appreciation rights exercised 4,585 rights October 30, 2026

SAR exercise price $81.96 per share October 30, 2026

Shares delivered or withheld 2,287 shares For payment of exercise price or tax liability on October 30, 2026

Shares transferred from LAM 2020 Trust 1,042 shares To direct ownership on November 2, 2026

Reported transfer value $469.405 per share Average of the high and low HCA common-stock prices on November 2, 2026

Shares gifted 1,042 shares November 2, 2026

Shares held through LAM 2020 Trust 25,458 shares Following the November 2, 2026 transfer

Shares held through MAM 2020 Trust 46,576 shares Holding entry dated October 30, 2026

Key Terms

stock appreciation rights, power of substitution, beneficial ownership, Rule 16a-13

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.

power of substitution technical

"Pursuant to a power of substitution"

beneficial ownership regulatory

"change in form of 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.

Rule 16a-13 regulatory

"exempted by Rule 16a-13 under the Securities Exchange Act"

FAQ

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

How many HCA shares did Mike A. Marks receive from exercising stock appreciation rights?

On October 30, 2026, Mike A. Marks exercised 4,585 stock appreciation rights at $81.96 per share and received 4,585 HCA common shares. Also on that date, 2,287 shares were delivered or withheld for payment of exercise price or tax liability.

What were the terms of Mike A. Marks’s HCA share transfer from LAM 2020 Trust?

On November 2, 2026, under a power of substitution, Marks transferred 1,042 shares from LAM 2020 Trust to direct ownership in exchange for assets of equal value. The reported value was $469.405 per share, the average of HCA common stock’s high and low prices that day.

How many HCA shares did Mike A. Marks gift?

Marks gifted 1,042 common shares on November 2, 2026.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Marks Mike A

(Last) (First) (Middle)

ONE PARK PLAZA

(Street)

NASHVILLE TENNESSEE 37203

(City) (State) (Zip)

UNITED STATES

(Country)

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 CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/30/2026		M		4,585	A	$81.96	4,585	D
Common Stock	10/30/2026		F		2,287	D	$473.19	2,298	D
Common Stock	11/02/2026		J(1)		1,042	D	$469.405	25,458	I	By LAM 2020 Trust
Common Stock	11/02/2026		G		1,042	D	$0.00	2,298(1)	D
Common Stock								46,576	I	By MAM 2020 Trust

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	$81.96	10/30/2026		M			4,585	(2)	02/01/2027	Common Stock	4,585	$0.00	0	D

Explanation of Responses:

1. Pursuant to a power of substitution, on November 2, 2026, the Reporting Person transferred 1,042 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 $469.405 (the average of the high and low prices of shares of common stock of the Issuer on November 2, 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. Subsequently, on November 2, 2026, the Reporting Person gifted 1,042 shares of common stock.

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

	/s/ Kevin A. Ball, Attorney-in-Fact	11/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)