FRIST THOMAS F JR 4
4 · HCA Healthcare, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
HCA (HCA) 10% Owner Thomas F. Frist Jr Exchanges 36.6M Shares
What Happened
- Thomas F. Frist Jr., a reported 10% owner, was involved in a non‑cash share exchange on Feb 6, 2026: Frisco Holding II disposed of 36,629,188 existing HCA shares and received 36,557,141 newly issued HCA shares. No cash price is reported. The exchange was part of a corporate reorganization (conversion of Frisco to a partnership taxable as a partnership) that the filing says qualified as tax‑free under Section 368(a) and was exempt from registration and Section 16(b) pursuant to Rule 16b‑3.
Key Details
- Transaction date: 2026-02-06 (reported on Form 4 filed 2026-02-10; filing appears timely under the 2-business‑day rule).
- Reported transaction codes: J (other acquisition or disposition). Prices: N/A (non‑cash exchange).
- Shares changed: 36,629,188 disposed; 36,557,141 acquired (newly issued).
- Shares held after transaction: Frisco holds 36,557,141 Shares; Hercules holds 32,282,889 Shares.
- Reporting Person’s disclosed pecuniary/indirect interests: up to 846,050 Shares via Frisco; 540,331 Shares via Hercules; and 72,589 Shares via trusts (the Reporting Person disclaims beneficial ownership of the full holdings, other than these pecuniary interests).
- Footnote: Transaction described as a reorganization and exempt under the Securities Act and Rule 16b‑3.
Context
- This was a corporate/structural reorganization involving affiliated private‑investor entities (Frisco and Hercules), not an open‑market sale or purchase by the insider. Such exchanges are administrative/corporate actions and do not necessarily signal buying or selling sentiment by the insider.
Insider Transaction Report
Form 4
FRIST THOMAS F JR
10% Owner
Transactions
- 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)
Holdings
- 478,955
Common Stock, par value $0.01 per share
- 32,282,889(indirect: By Hercules Holding II)
Common Stock, par value $0.01 per share
[F3]
Footnotes (3)
- [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 the Reporting Person. 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 846,050 Shares by the Reporting Person.
- [F3]Hercules Holding II ("Hercules") holds 32,282,889 Shares. Hercules is held by a private investor group, including affiliates of the Reporting Person. 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: 540,331 Shares by the Reporting Person; and 72,589 Shares by trusts for the benefit of the Reporting Person of which the Reporting Person is trustee.
Signature
/s/ J. William B. Morrow, Attorney-in-Fact|2026-02-10