CEO Hazen Samuel N disposed of $520,776 worth of shares (1,045 units at $498.35), acquired $520,776 worth of shares (1,045 units at $498.35) and sold $21,483,275 worth of shares (42,877 units at $501.04), decreasing direct ownership by 58% to 31,231 units (SEC Form 4)
$HCA
Hospital/Nursing Management
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/03/2026 | S | 14,716 | D | $502.9482(1) | 60,437 | D | |||
| Common Stock | 02/03/2026 | S | 5,002 | D | $502.1505(2) | 55,435 | D | |||
| Common Stock | 02/03/2026 | S | 7,395 | D | $500.6932(3) | 48,040 | D | |||
| Common Stock | 02/03/2026 | S | 6,189 | D | $500.0176(4) | 41,851 | D | |||
| Common Stock | 02/03/2026 | S | 5,162 | D | $498.7977(5) | 36,689 | D | |||
| Common Stock | 02/03/2026 | S | 4,293 | D | $498.123(6) | 32,396 | D | |||
| Common Stock | 02/03/2026 | S | 120 | D | $497.1783(7) | 32,276 | D | |||
| Common Stock | 02/04/2026 | J(8) | 1,045 | D | $498.35 | 31,231 | D | |||
| Common Stock | 02/04/2026 | J(8) | 1,045 | A | $498.35 | 16,024 | I | By HD Trust | ||
| Common Stock | 16,731 | I | By 2023 GST Trust | |||||||
| Common Stock | 93,088 | I | By 2023 Trust | |||||||
| Common Stock | 178,289 | I | By 2024 GRAT | |||||||
| Common Stock | 200,000 | I | By 2025 GRAT | |||||||
| Common Stock | 813,320 | I | By LP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $502.49 to $503.485, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $501.485 to $502.455, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.44 to $501.425, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $499.47 to $500.425, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $498.41 to $499.395, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.49 to $498.385, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.10 to $497.38, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. Pursuant to a power of substitution, on February 4, 2026, the Reporting Person transferred 1,045 shares of common stock of the Issuer to a trust in exchange for assets of equal value. The transfer was made at a price per share equal to $498.35 (the average of the high and low prices of shares of common stock of the Issuer on February 4, 2026). The transfer did not change the total number of shares of common stock of the Issuer of which the Reporting Person may be deemed to have beneficial ownership. The Reporting Person believes that the transfer of shares to the trust constitutes a change in form of beneficial ownership of such shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. |
| /s/ Kevin A. Ball, Attorney-in-Fact | 02/05/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||