HCA Healthcare, Inc. Form 4 Filings

HCA Healthcare EVP and CFO Mike A. Marks reported gifting shares of the company’s common stock. On May 7, 2026, he made two bona fide gift transfers totaling 6,672 shares, one from direct holdings and one from an indirect trust holding.

After these gifts, direct ownership fell to 0 shares, while indirect ownership continued through family trusts. One holding entry shows 26,500 shares held indirectly by the LAM 2020 Trust, and another shows 46,576 shares held indirectly by the MAM 2020 Trust following the reported transactions.

Frist William R reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare, Inc. director and ten percent owner William R. Frist reported an equity award tied to his board service. He received 809 restricted share units at no cost, comprising 509 units from an annual director equity award and 300 units elected in lieu of a cash retainer.

The restricted share units vest on the earlier of the 2027 annual shareholders’ meeting or the first anniversary of the grant, with shares delivered when he leaves the board. After this award, he directly holds 13,740 shares and has significant indirect interests through entities including Frisco Holding II, which holds 36,557,141 shares, and Hercules Holding II, which holds 32,282,889 shares, where he may be deemed to share voting and investment control but disclaims beneficial ownership beyond his pecuniary interests.

FRIST THOMAS F III reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare director Thomas F. Frist III reported a grant of 1,041 shares of common stock in the form of restricted share units. These units reflect an annual director equity award and amounts received instead of cash retainers for his service as a director and as Chairman of the Board.

The award consists of 509 restricted share units from an annual director equity grant and 532 restricted share units received in lieu of cash retainers. These units will vest on the earlier of the 2027 annual shareholders' meeting or the first anniversary of the grant date, and vested shares will be delivered when he ceases to serve on the Board. Following this grant, he directly holds 15,858 shares, alongside large indirect holdings through Hercules Holding II and Frisco Holding II.

Smith Andrea B reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare, Inc. director Andrea B. Smith reported receiving an equity-based compensation award in the form of 509 restricted share units of common stock. These units are part of an annual director equity award and carry a grant price of $0.00 per share, reflecting compensation rather than a market purchase.

The award will vest on the earlier of the company’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. Vested shares will be delivered when she ceases to serve on HCA’s Board of Directors. Following this grant, she directly holds 4,666 shares of common stock.

Separately, 82 shares are reported as held in fully managed accounts over which Smith has no investment authority. She disclaims beneficial ownership of those managed-account shares except to the extent of her pecuniary interest.

HCA Healthcare director Wayne Joseph Riley received an equity grant of 509 restricted share units of common stock. The award is described as an annual director equity grant and carries no cash exercise price. Following this grant, he directly holds 15,029 shares of HCA Healthcare common stock.

The 509 restricted share units will vest on the earlier of HCA Healthcare’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. According to the terms, the vested shares will be delivered to Riley when he ceases to serve on the company’s Board of Directors.

MICHELSON MICHAEL W reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare director Michael W. Michelson reported a grant of 925 shares of common stock-equivalent restricted share units as director compensation. These include 509 units from an annual director equity award and 416 units received instead of cash retainers for his director and independent presiding director roles.

The restricted share units will vest on the earlier of the date of HCA Healthcare’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. The vested shares will be delivered when Michelson ceases to serve on the company’s Board of Directors. After this grant, he directly holds 12,576 shares of common stock.

Johnston Hugh F reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare director Hugh F. Johnston received an equity grant of 809 shares of common stock. The award represents restricted share units tied to his annual director equity grant and to receiving his annual cash retainer in stock rather than cash.

The filing states that 509 restricted share units relate to an annual director equity award and 300 restricted share units are in lieu of an annual cash retainer. These units will vest on the earlier of the 2027 annual shareholders' meeting or the first anniversary of the grant date. Vested shares will be delivered when Johnston ceases to serve on HCA Healthcare's Board of Directors, and his direct holdings total 4,475 shares after this grant.

DEPARLE NANCY ANN reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare, Inc. director Nancy Ann DeParle reported receiving an equity award of 509 shares of common stock in the form of restricted share units, granted at a price of $0.00 per share as compensation rather than an open-market purchase. According to the footnote, these 509 restricted share units vest on the earlier of the company’s 2027 annual shareholders’ meeting or the first anniversary of the grant date. Following this award, DeParle directly holds a total of 21,910 shares of HCA Healthcare common stock.

CHIDSEY JOHN reported acquisition or exercise transactions in this Form 4 filing.

HCA Healthcare director John Chidsey reported an equity award of 809 restricted share units of common stock. These units were granted as part of his annual director compensation, including 509 units from an annual director equity award and 300 units received in lieu of an annual cash retainer.

Following this grant, Chidsey directly holds 1,305 shares of HCA Healthcare common stock. In addition, 25 shares are held indirectly by his spouse, and 3 shares are held in a fully managed account over which he does not have investment authority and for which he disclaims beneficial ownership except for any pecuniary interest.

HCA Healthcare EVP & Chief Legal & Admin Officer Michael R. McAlevey reported a mix of equity transactions involving company stock. On February 13, 2026, he exercised 5,000 Stock Appreciation Rights, receiving 5,000 shares of Common Stock at an exercise price of $236.61 per share. To cover associated tax obligations, 3,306 shares of Common Stock were disposed of at $540.29 per share through a tax-withholding transaction, rather than an open-market sale. On February 18, 2026, he completed an open-market sale of 1,694 shares of Common Stock at an average price of $533.3747 per share, leaving him with 8,853 shares of directly owned Common Stock afterward. The filing also notes indirect holdings of 2,111 shares held by a 2024 GRAT and 26 shares held in a fully managed account; for the managed account, he has no investment authority and disclaims beneficial ownership except to the extent of any pecuniary interest.

HCA Healthcare SVP & Controller Christopher F. Wyatt reported several stock transactions. On February 10, 2026, he acquired 3,350 shares of common stock at $0, reflecting the vesting of performance share units granted on January 30, 2023 and tied to cumulative 2023–2025 earnings per share. Based on the company’s EPS performance, the award vested at 200% of the 1,675 units granted.

Also on February 10, 1,034 shares were disposed of at $502.05 to cover tax obligations. On February 11, 2026, Wyatt executed an open‑market sale of 4,000 shares at $505 per share. After these transactions, he directly owned 44,379 shares of HCA Healthcare common stock.

HCA Healthcare SVP & Chief Nurse Executive Erica Rossitto reported equity compensation activity. On February 10, 2026, she acquired 1,676 shares of HCA common stock at $0 per share from the vesting of performance share units. On the same date, 418 shares at $502.05 per share were withheld and disposed of to cover tax obligations, leaving her with 10,407 directly held shares.

The vested shares arose from an original grant of 838 performance share units made on January 30, 2023. These units could vest between 0% and 200% based on cumulative earnings per share performance for fiscal years 2023–2025, and the company’s results led to vesting at 200% of the units granted.

HCA Healthcare executive Michael R. McAlevey reported equity compensation activity in company common stock. On February 10, 2026, he acquired 8,372 shares at $0 per share as a grant tied to previously awarded performance share units. On the same date, 3,006 shares were withheld at $502.05 per share to satisfy tax obligations, leaving him with 8,853 directly owned shares. The filing also shows 2,111 shares held indirectly through a 2024 GRAT and 26 shares in a fully managed account over which he has no investment authority and for which he disclaims beneficial ownership beyond any pecuniary interest.

HCA Healthcare EVP and CFO Mike A. Marks reported equity compensation activity involving HCA common stock. On February 10, 2026, he acquired 5,026 shares at $0 per share in a grant classified as an award.

On the same date, 1,690 shares of common stock were disposed of at $502.05 per share to satisfy tax obligations through share withholding, leaving 3,336 directly owned shares. The filing also shows 43,240 shares held indirectly by the MAM 2020 Trust and 26,500 shares held indirectly by the LAM 2020 Trust.

A footnote explains this grant stems from 2,513 performance share units awarded on January 30, 2023, which could vest from zero to double the units based on 2023-2025 cumulative earnings per share. Based on company performance, 200% of the units vested.

HCA Healthcare CEO Samuel N. Hazen reported equity transactions in company common stock. On February 10, 2026, he acquired 54,934 shares at $0 per share as a grant tied to performance share units that fully vested at 200% of the original award.

On the same date, 21,323 shares were disposed of at $502.05 per share to satisfy tax withholding obligations, leaving 64,842 shares held directly. He also reports indirect ownership, including 200,000 shares held by a 2025 GRAT and 813,320 shares held by an LP.

HCA Healthcare EVP and COO Jon M. Foster reported equity award activity. On February 10, 2026, he acquired 15,696 shares of common stock at $0 per share as a grant. On the same date, 5,888 shares were withheld at $502.05 per share to cover tax obligations, leaving 23,062 directly held shares.

The award relates to 7,848 performance share units granted on January 30, 2023, which could vest from zero to twice the original grant based on cumulative earnings per share for fiscal years 2023–2025. Based on the company’s earnings performance, 200% of the units vested, resulting in the reported share delivery.

HCA Healthcare EVP and Chief Clinical Officer Michael S. Cuffe reported equity award activity in company stock. On February 10, 2026, he acquired 9,628 shares of common stock at $0 per share through a grant or award, increasing his direct holdings to 35,580.9017 shares.

On the same date, 3,501 shares were disposed of at $502.05 per share to satisfy tax withholding obligations, leaving him with 32,079.9017 directly owned shares. These shares relate to 4,814 performance share units granted on January 30, 2023 that vested at 200% of the original grant based on 2023–2025 earnings per share performance.

HCA Healthcare SVP & Chief Human Resources Officer Jennifer Berres reported multiple stock transactions. On February 10, 2026, she acquired 7,116 shares of common stock at $0 from previously granted performance share units that vested at 200% of the original 3,558-unit award after HCA met its 2023–2025 earnings per share goals. The same day, 2,515 shares were withheld at $502.05 per share to cover tax obligations. On February 11, 2026, she sold 4,010 shares at $503 per share and another 4,010 shares at a weighted average price of $526.1646, leaving her with 11,993 directly owned shares.

HCA Healthcare insider Thomas F. Frist Jr. reported an internal reorganization of his indirect holdings. 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 transaction exempt under Rule 16b-3 and treated as a tax reorganization.

After the exchange, Frisco Holding II holds 36,557,141 HCA shares, and Hercules Holding II holds 32,282,889 shares. Frist may be deemed to have voting and investment control over these entities but disclaims beneficial ownership except for his pecuniary interests, which are tied to specified partnership units and trusts.

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.

HCA Healthcare director and 10% owner Thomas F. Frist III reported an internal share reorganization involving entities linked to him. On February 6, 2026, Frisco Holding II disposed of 36,629,188 HCA common shares in exchange for 36,557,141 newly issued shares from HCA in a transaction exempt under Rule 16b-3 and treated as a tax reorganization.

Frisco Holding II now holds 36,557,141 shares for a private investor group that includes affiliates of HCA founder Dr. Thomas F. Frist Jr. Frist III may be deemed to have voting and investment control but disclaims beneficial ownership beyond his economic interest through partnership units and related trusts. Separately, Hercules Holding II holds 32,282,889 HCA shares for a similar investor group, with Frist III likewise only recognizing his pecuniary interest. He also directly holds 14,817 restricted share units that will settle in HCA shares when he ceases to be a director.

HCA Healthcare insider-related entities completed a large internal share reorganization. On February 6, 2026, Frisco Holding II exchanged 36,629,188 existing HCA common shares for 36,557,141 newly issued shares in a transaction exempt under Rule 16b-3 and treated as a tax reorganization.

After these transactions, Frisco Holding II holds 36,557,141 HCA shares, and Hercules Holding II holds 32,282,889 shares, with additional smaller indirect holdings through joint, spouse, and children’s trusts. The reporting person may be deemed to have voting and investment control through these entities but disclaims beneficial ownership beyond her pecuniary interests.

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.

Frisco Holding II, a 10% owner of HCA Healthcare, Inc., reported a restructuring of its holdings rather than an open-market trade. On February 6, 2026, it disposed of 36,629,188 common shares in exchange for 36,557,141 newly issued HCA shares.

The transactions were reported under code J and occurred at a stated price of zero per share, in a manner exempt under Rule 16b-3. Footnotes describe the steps as part of a tax-related reorganization and a change in the form of beneficial ownership without changing Frisco Holding II’s pecuniary interest.

HCA Healthcare SVP & Controller Christopher F. Wyatt reported equity transactions involving company stock. On February 5, 2026, he exercised 10,670 Stock Appreciation Rights at an exercise price of $139.06, receiving the same number of HCA common shares and bringing his direct holdings to 51,737 shares.

On the same date, a separate transaction coded "F" disposed of 5,674 common shares at a reported price of $513.76 per share, leaving Wyatt with 46,063 HCA common shares held directly. The underlying stock appreciation rights, which vested in four equal annual installments beginning January 30, 2020, are now fully exercised.

HCA Healthcare EVP and COO Jon M. Foster reported transactions in HCA common stock on February 5, 2026. He exercised a stock appreciation right covering 29,330 shares at an exercise price of $139.06, receiving that number of common shares.

On the same date, 16,076 shares of common stock were disposed of with a transaction code "F" at $513.76 per share, typically reflecting shares withheld to cover obligations, leaving 13,254 shares held directly. He also reports indirect ownership of HCA common stock, including 67,595 shares by JMF Trust, 72,308 shares by LCF Trust, 19,985 shares by JMF Family Trust, and 11,566 shares by a 2025 GRAT.

HCA Healthcare (HCA) CEO and director Samuel N. Hazen reported multiple open‑market sales of HCA common stock on February 3, 2026, at weighted average prices ranging from about $497.18 to $502.95 per share. After these sales, he directly held 32,276 shares of HCA common stock.

On February 4, 2026, Hazen reported a transfer of 1,045 shares at $498.35 per share to a trust under a power of substitution, in exchange for assets of equal value. The footnote states this was a change in the form of beneficial ownership and did not change the total number of HCA shares he may be deemed to beneficially own. Following the transfer, he directly held 31,231 shares and had additional indirect holdings through various trusts and a limited partnership, including 16,024 shares held by HD Trust and 813,320 shares held by an LP.

HCA Healthcare EVP and Chief Clinical Officer Michael S. Cuffe reported two transactions in HCA common stock on February 3, 2026. A transaction coded “S” showed the disposition of 1,500 shares at $498.0901 per share. A second transaction coded “G” reported 4,050 shares at $0 per share. After these transactions, he directly owned 25,952.9017 shares of HCA common stock.

HCA Healthcare, Inc. reported that its SVP & Controller, Christopher F. Wyatt, received a grant of stock appreciation rights on January 29, 2026. The award covers 2,560 stock appreciation rights with an exercise price of $482.53 per share.

These stock appreciation rights vest in four equal annual installments beginning on January 29, 2027, and are exercisable through January 29, 2036. Following this grant, Wyatt beneficially holds 2,560 derivative securities directly.

HCA Healthcare executive Michael R. McAlevey reported a new equity award. On January 29, 2026, he received 8,067 stock appreciation rights linked to HCA common stock, held as a direct beneficial owner.

The stock appreciation rights carry a $482.53 exercise price and vest in four equal annual installments beginning on January 29, 2027, giving this executive a long-term, performance-linked incentive tied to HCA Healthcare’s share price over time.

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.

HCA Healthcare CEO Samuel N. Hazen reported several equity compensation moves. On January 29, 2026, he received 55,846 stock appreciation rights with an exercise price of $482.53 per share, which vest in four equal annual installments beginning on January 29, 2027.

On January 30, 2026, Hazen exercised 84,360 stock appreciation rights, acquiring 84,360 shares of common stock at $81.96 per share. To cover tax obligations, 41,483 shares were surrendered at a value of $488.27 per share, leaving 75,153 shares of common stock held directly. He also reports additional indirect ownership through several trusts and an LP.

HCA Healthcare EVP and COO Jon M. Foster reported a grant of 11,945 stock appreciation rights (SARs) on HCA common stock at an exercise price of $482.53 per share. These SARs become exercisable in four equal annual installments beginning on January 29, 2027 and expire on January 29, 2036. The filing also lists indirect holdings of HCA common stock held through several trusts, including JMF Trust, LCF Trust, JMF Family Trust, and a 2025 GRAT.

HCA Healthcare EVP and Chief Clinical Officer Michael S. Cuffe received a grant of 8,067 stock appreciation rights on January 29, 2026. Each right has an exercise price of $482.53 and is settled in HCA common stock.

The stock appreciation rights vest in four equal annual installments beginning on January 29, 2027, and expire on January 29, 2036. Following this grant, Cuffe beneficially owns 8,067 derivative securities directly related to HCA common stock.

HCA Healthcare SVP & Chief Human Resources Officer Jennifer Berres received a grant of 6,206 stock appreciation rights on common stock. The rights have an exercise price of $482.53 and were awarded on January 29, 2026. All 6,206 derivative securities are held as direct ownership.

The stock appreciation rights vest in four equal annual installments beginning on January 29, 2027, and expire on January 29, 2036. This grant represents equity-based compensation that ties part of the executive’s potential future value to HCA Healthcare’s share price performance over time.

HCA Healthcare's CEO and director reported an insider transaction in common stock. On 11/14/2025, the insider made a gift (code G) of 14,830 shares at a reported price of $0, reducing directly held shares to 32,276.

The insider also reports indirect ownership of HCA common stock through several entities, including 14,979 shares held by HD Trust, 16,731 by 2023 GST Trust, 93,088 by 2023 Trust, 178,289 by 2024 GRAT, 200,000 by 2025 GRAT, and 813,320 shares held by an LP. No derivative securities are reported in the derivative securities table.

HCA Healthcare (HCA) executive reports equity transactions. On 11/03/2025, the EVP & Chief Legal & Admin Off. exercised stock appreciation rights for 13,170 shares at $236.61 (code M), and disposed of 9,278 shares at $461.56 (code F), leaving 7,379 shares directly held after those transactions. On 11/05/2025, the executive sold 3,892 shares at $473.79 (code S), with 3,487 shares directly held afterward. The filing also lists 2,111 shares held indirectly by a 2024 GRAT and 26 shares held indirectly by a managed account, as described in the footnotes.

HCA Healthcare (HCA) Form 4: the company’s EVP and CFO reported charitable gifts of common stock. The filing lists a gift of 165 shares on 11/03/2025 and another 165 shares on 11/05/2025 (Transaction Code G), both at a reported price of $0.

Following these transactions, the filing shows 43,240 shares held indirectly by the MAM 2020 Trust and 26,500 shares held indirectly by the LAM 2020 Trust. One line reflects direct holdings of 0 shares after the 11/05/2025 entry.

Form 4 disclosures track insider ownership changes; gifts (code G) are non-cash transfers and do not indicate open‑market sales.

HCA Healthcare (HCA) reported an insider transaction by its CEO and director dated 10/31/2025. The filing shows a stock appreciation right exercise for 58,050 shares at $69.58 (Code M) and a disposition of 28,173 shares at $459.68 (Code F). Following these transactions, direct holdings were reported as 47,106 shares.

The report also lists indirect holdings, including 200,000 shares by the 2025 GRAT and 813,320 shares by an LP. The derivative involved was a Stock Appreciation Right covering 58,050 underlying shares, with an expiration of 01/29/2026, and it vested in four equal annual installments beginning on 01/29/2017.