HCA (HCA) insider entities restructure 36.6M-share stakes in tax reorganization

Rhea-AI Filing Summary

HCA Healthcare director and 10% owner William R. Frist reported complex internal equity moves involving investment entities tied to his family. On February 6, 2026, Frisco Holding II exchanged 36,629,188 existing HCA shares for 36,557,141 newly issued shares from HCA in a tax-related reorganization treated as a partnership conversion and Section 368(a) reorganization.

After the transactions, Frisco Holding II holds 36,557,141 HCA shares and Hercules Holding II holds 32,282,889 shares, with additional indirect holdings through trusts, family partnerships, and family members. Frist may be deemed to have voting and investment control over these entities but formally disclaims beneficial ownership beyond his economic interests. His direct holding of 12,931 shares includes restricted share units payable in 12,875 shares when he leaves the board.

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^*

Frist William R

(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)

X	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	(1)	0	I	By Frisco Holding II(1)
Common Stock, par value $0.01 per share	02/06/2026		J(1)		36,557,141	A	(1)	36,557,141	I	By Frisco Holding II(1)(2)
Common Stock, par value $0.01 per share								12,931	D(3)
Common Stock, par value $0.01 per share								32,282,889	I	By Hercules Holding II(4)
Common Stock, par value $0.01 per share								1,416	I	By spouse and children
Common Stock, par value $0.01 per share								340,852	I	By trusts(5)
Common Stock, par value $0.01 per share								60,678	I	By family partnerships(6)

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. On February 6, 2026, Frisco Holding II ("Frisco") disposed of 36,629,188 shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer"), in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco, in each case, in a transaction exempt from the registration requirements of the Securities Act of 1933 and from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3 thereunder. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended.

2. Frisco holds 36,557,141 Shares. Frisco is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Frisco, but disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Frisco partnership units to the extent of: 3,156,495 Shares by the Reporting Person; and 8,713,110 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.

3. This number includes restricted share units payable in 12,875 Shares, which will be delivered to the Reporting Person on the date he ceases to be a director of the Issuer.

4. Hercules Holding II ("Hercules") holds 32,282,889 Shares. Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Hercules, but disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Hercules partnership units to the extent of: 941,766 Shares by the Reporting Person; 9,021 Shares by the Reporting Person's spouse and children; 12,287,166 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee; and 1,147,830 Shares by family partnerships or vehicles of which the Reporting Person is an officer or managing member.

5. These Shares are held by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.

6. These Shares are held by family partnerships or vehicles of which the Reporting Person is an officer or managing member.

	/s/ Rawls Butler, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did HCA (HCA) report involving Frisco Holding II?

HCA disclosed that Frisco Holding II exchanged 36,629,188 existing HCA shares for 36,557,141 newly issued shares on February 6, 2026. The exchange was structured as a tax-related reorganization under Section 368(a), exempt from Securities Act registration and Section 16(b) under Rule 16b-3.

How many HCA (HCA) shares does Frisco Holding II own after the Form 4 event?

Following the reported transactions, Frisco Holding II holds 36,557,141 HCA Healthcare common shares. Frisco is owned by a private investor group that includes affiliates of HCA founder Dr. Thomas F. Frist Jr., and the reporting person’s economic interest is through partnership units in Frisco.

What is Hercules Holding II’s HCA (HCA) share position in the Form 4?

Hercules Holding II is reported as owning 32,282,889 HCA Healthcare common shares. It is held by a private investor group including affiliates of HCA founder Dr. Thomas F. Frist Jr., and the reporting person’s pecuniary interest is through Hercules partnership units and related family entities.

What HCA (HCA) shares does William R. Frist directly hold as reported?

The filing shows a direct holding of 12,931 HCA shares for William R. Frist. This figure includes restricted share units payable in 12,875 shares, which will be delivered when he ceases serving as a director on the HCA Healthcare board, according to the disclosure.

How does the Form 4 describe William R. Frist’s beneficial ownership of HCA (HCA) shares?

The Form 4 states that William R. Frist may be deemed to exercise voting and investment control over shares held by Frisco and Hercules but disclaims beneficial ownership beyond his pecuniary interest. His economic interests arise through partnership units, trusts for his children, and family partnerships or vehicles.

Were the HCA (HCA) insider transactions exempt from registration and short-swing rules?

Yes. The exchange of shares involving Frisco Holding II was described as exempt from Securities Act registration and from Section 16(b) short-swing profit rules under Rule 16b-3. The overall steps were treated as a reorganization under Section 368(a) of the Internal Revenue Code.