HCA Healthcare, Inc. SEC Filings

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’s largest founding shareholders have updated how they hold their stake and confirmed significant ongoing ownership. Entities and family members associated with Dr. Thomas F. Frist, Jr. report beneficial ownership figures of up to 70,555,590 shares, or 31.6% of HCA’s common stock.

On February 6, 2026, Frisco exchanged 36,629,188 existing shares with HCA for 36,557,141 newly issued shares in a transaction treated as a tax-free reorganization, and Frisco converted into a partnership. Frisco now directly owns 36,557,141 shares, or 16.3% of the 223,622,200 shares outstanding as of January 31, 2026, while Hercules directly owns 32,282,889 shares, or 14.4%.

The Frist family and affiliated entities may be deemed to share voting and investment control over these holdings and retain rights under a stockholders’ agreement to nominate up to two HCA directors. A registration rights agreement also permits, under certain conditions, registration of shares for resale, while Frisco’s sales are restricted for a defined period.

HCA Healthcare, Inc. filed its annual report describing a large, diversified hospital and outpatient network and how it generates revenue. As of December 31, 2025, HCA operated 190 hospitals, 121 freestanding ambulatory surgery centers and 31 freestanding endoscopy centers across 19 U.S. states and England, with 50,436 licensed beds and 2,297,065 admissions.

For 2025, HCA reported $75.6 billion in revenues, with managed care and other insurers contributing $36.968 billion, Medicare $11.273 billion, Managed Medicare $13.435 billion, Medicaid and Managed Medicaid $9.602 billion, international payers $1.864 billion and other sources $2.458 billion. Outpatient revenues represented 38% of patient revenues. Operating metrics showed a 73% occupancy rate, 9.95 million emergency room visits, 1.02 million outpatient surgeries and 545,405 inpatient surgeries.

The report highlights a strategy focused on expanding in existing markets, enhancing clinical quality and digital and AI capabilities, and building comprehensive local networks. It also outlines extensive regulatory and reimbursement frameworks, including detailed Medicare, Medicaid, managed care and value-based payment models, as well as key risk factors such as significant indebtedness, workforce shortages, cybersecurity threats, evolving public health crises, shifting government policies, Medicaid reforms and intense competition from other hospitals, physician-owned facilities and not-for-profit systems.

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, Inc. senior vice president and Chief Nurse Executive Erica Rossitto reported her equity holdings as an officer of the company. She directly owns 9,149 shares of HCA common stock, along with restricted stock units covering 105 and 323 shares that convert into common stock as they vest beginning January 31, 2027. She also holds multiple stock appreciation rights grants over various share amounts, with exercise prices ranging from $81.96 to $482.53 and expiration dates between 2027 and 2036, many of which vest in four equal annual installments starting from specific past and future dates.

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.