FRIST THOMAS F JR 4

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.