11/06/2026 | Press release | Distributed by Public on 11/06/2026 17:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FRIST THOMAS F III 3100 WEST END AVENUE NASHVILLE, TN 37203 |
X | X | ||
| /s/ J. William B. Morrow, Attorney-in-Fact | 11/06/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Hercules Holding II ("Hercules") holds 32,282,889 shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer"). 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: 3,034,522 Shares by the Reporting Person; 9,497 Shares by the Reporting Person's spouse; and 3,965,851 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee. |
| (2) | This number represents restricted share units payable in Shares, which will be delivered to the Reporting Person on the date he ceases to be a director of the Issuer. |
| (3) | Frisco Holding II ("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: 1,172 Shares by the Reporting Person; and 11,868,140 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee. |
| (4) | On November 4, 2026, the Reporting Person transferred a total 555,500 units of Hercules to trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee in satisfaction of obligations. Each of these transfers was made at a price per unit of Hercules equal to $503.525 (the average of the high and low prices of the Shares on November 4, 2026). In each case, these transfers did not change the total number of Shares of which the Reporting Person may be deemed to have beneficial ownership. |