HCA (HCA) CFO Mike Marks granted 11,945 stock appreciation rights as long-term pay

Rhea-AI Filing Summary

HCA Healthcare EVP and CFO Mike A. Marks received a new equity award in the form of stock appreciation rights. On January 29, 2026, he was granted 11,945 stock appreciation rights tied to HCA common stock at an exercise price of $482.53 per share. These rights vest in four equal annual installments beginning January 29, 2027 and expire January 29, 2036. Following this grant, he beneficially holds 11,945 derivative securities directly.

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^*

Marks Mike A

(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 CFO

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

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		11,945		01/29/2027(1)	01/29/2036	Common Stock	11,945	$0	11,945	D

Explanation of Responses:

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

	/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).
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FAQ

What equity award did HCA (HCA) EVP and CFO Mike A. Marks receive?

Mike A. Marks received 11,945 stock appreciation rights linked to HCA common stock. These derivative awards give value based on stock price appreciation above a set exercise price and are a form of long-term incentive compensation.

When do Mike A. Marks’s new HCA (HCA) stock appreciation rights vest?

The stock appreciation rights vest in four equal annual installments starting January 29, 2027. This multi-year vesting schedule is designed to retain the executive and align his incentives with HCA Healthcare’s longer-term performance and share price.

What is the exercise price and term of the new HCA (HCA) stock appreciation rights?

The stock appreciation rights have an exercise price of $482.53 per share and expire January 29, 2036. They only deliver value if HCA’s stock trades above this level before expiration, tying potential gains directly to future share performance.

How many HCA (HCA) derivative securities does Mike A. Marks hold after this transaction?

After the reported grant, Mike A. Marks beneficially owns 11,945 derivative securities in the form of stock appreciation rights. All of these rights are reported as directly held, reflecting this specific long-term incentive grant from HCA Healthcare.

Is the HCA (HCA) Form 4 for Mike A. Marks a stock sale or a grant?

The Form 4 reflects a grant of stock appreciation rights, coded as an acquisition (transaction code “A”), not a sale of shares. It represents additional long-term incentive compensation rather than a disposal of existing HCA Healthcare stock holdings.