HCA (HCA) insider entities restructure 36.6M-share stakes in tax reorganization
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Frist William R
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock, par value $0.01 per share | 36,629,188 | $0.00 | -- |
| Other | Common Stock, par value $0.01 per share | 36,557,141 | $0.00 | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Common Stock, par value $0.01 per share — 0 shares (Indirect, By Frisco Holding II);
Common Stock, par value $0.01 per share — 12,931 shares (Direct)
Footnotes (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. 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. 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. 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. 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. These Shares are held by family partnerships or vehicles of which the Reporting Person is an officer or managing member.
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.
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.