FRIST THOMAS F III 4
4 · HCA Healthcare, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
HCA (HCA) 10% Owner Thomas Frist Exchanges 36.6M Shares
What Happened
Thomas F. Frist III, a reported 10% owner related to private investor groups tied to the Frist family, reported an exchange-type transaction on February 6, 2026. Frisco Holding II disposed of 36,629,188 HCA shares and received 36,557,141 newly issued HCA shares in return. No purchase price or cash consideration is reported (prices listed as N/A); the swap was part of a reorganization (including Frisco’s conversion to a partnership) and was treated as tax-free under Section 368(a). The transaction was completed under an exemption (Rule 16b-3) and was not a routine open-market sale.
Key Details
- Transaction date: 2026-02-06; Form 4 filed 2026-02-10 (timely filing).
- Reported actions: Code J ("other acquisition or disposition") — disposal of 36,629,188 shares and acquisition of 36,557,141 newly issued shares. No per-share price or cash proceeds reported (N/A).
- Shares owned after transaction: Frisco holds 36,557,141 shares (Footnote F2). Hercules (a related investor group) holds 32,282,889 shares (Footnote F4).
- Beneficial ownership notes: Frist may be deemed to exercise voting and investment control over Frisco/Hercules holdings but disclaims direct beneficial ownership except for his pecuniary interests (e.g., 1,172 shares directly and trusts holding multi‑millions of shares for family members as detailed in the filing).
- Other footnote items: filing describes the exchange as part of a corporate/tax reorganization; Footnote F3 indicates some restricted share units are payable in shares upon the Reporting Person’s cessation as a director.
Context
This was not an ordinary market sale or purchase but an in-kind exchange of shares tied to a reorganization and entity conversion. For retail investors, such transactions generally reflect corporate-structuring and tax steps rather than a simple buy/sell signal about the insider’s view of the stock price.
Insider Transaction Report
- Other
Common Stock, par value $0.01 per share
[F1]2026-02-06−36,629,188→ 0 total(indirect: By Frisco Holding II) - Other
Common Stock, par value $0.01 per share
[F1][F2]2026-02-06+36,557,141→ 36,557,141 total(indirect: By Frisco Holding II)
- 14,817
Common Stock, par value $0.01 per share
[F3] - 32,282,889(indirect: By Hercules Holding II)
Common Stock, par value $0.01 per share
[F4]
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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: 3,590,022 Shares by the Reporting Person; 9,497 Shares by the Reporting Person's spouse; and 3,410,351 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.