Director Frist William R disposed of 36,629,188 shares and acquired 36,557,141 shares (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) 02/06/2026 | ||||||||||||||||||||||||||
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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, 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) | |||||||
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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. 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 | |
| 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. | ||