UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): January 27, 2026~~REPORT

~~HCA~~PURSUANT ~~Healthcare,~~TO ~~Inc.~~SECTION 13 OR 15(d)

~~(Exact~~OF ~~name~~THE ofSECURITIES ~~Registrant~~EXCHANGE asACT ~~Specified~~OF ~~in Its Charter)~~1934

Delaware	001-11239	27-3865930
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
One Park Plaza
Nashville, Tennessee		37203
(Address of Principal Executive Offices)		(Zip Code)

Date of Report (Date of earliest event reported): February 25, 2026 (February 20, 2026)

~~Registrant’s~~HCA ~~Telephone Number~~Healthcare, ~~Including Area Code: (615) 344-9551~~Inc.

~~Not~~(Exact ~~Applicable~~Name of Registrant as Specified in its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Delaware

001-11239

27-3865930

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

One Park Plaza, Nashville,

Tennessee

37203

(Address of Principal Executive Offices)

(Zip Code)

~~☐Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~615) 344-9551

~~☐Soliciting~~(Registrant’s ~~material~~Telephone ~~pursuant~~Number, toincluding ~~Rule~~Area ~~14a-12 under the Exchange Act (17 CFR 240.14a-12~~Code)

~~☐Pre-commencement~~Not ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Applicable

~~☐Pre-commencement~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~13e-4(c)~~if ~~under~~Changed ~~the~~Since ~~Exchange~~Last ~~Act (17 CFR 240.13e-4(c~~Report))

~~Securities~~Check ~~registered~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Section~~simultaneously ~~12(b)~~satisfy the filing obligation of the ~~Act~~registrant under any of the following provisions:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		HCA		New York Stock Exchange

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Indicate~~☐ bySoliciting ~~check~~material ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b~~14a-212 ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14a-~~2 of this chapter~~12).

~~Emerging~~☐ ~~growth~~Pre-commencement ~~company~~communications ☐pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

If☐ anPre-commencement ~~emerging~~communications ~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to ~~Section~~Rule 1313e-4(ac) ofunder the Exchange Act. ☐(17 CFR 240.13e-4(c))

~~Item~~Securities ~~2.02.~~registered ~~Results~~pursuant ofto ~~Operations~~Section 12(b) ~~and~~of ~~Financial~~the ~~Condition.~~Act:

On January 27, 2026, HCA Healthcare, Inc. (the “Company”) issued a press release announcing, among other matters, its results of operations for the fourth quarter and year ended December 31, 2025, the text of which is set forth as Exhibit 99.1.

Title of each Class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $.01 par value per share

HCA

New York Stock Exchange

~~Item~~Indicate 7by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 ~~Regulation~~of FDthis ~~Disclosure~~chapter).

OnEmerging ~~January~~growth 27, 2026, the Company issued a press release announcing, among other matters, its results of operations for the fourth quarter and year ended December 31, 2025, the text of which is set forth as Exhibit 99.1.company ☐

~~Item~~If ~~8.01.~~an ~~Other~~emerging ~~Events~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

OnItem ~~January~~5.02. ~~27,~~Departure ~~2026,~~of ~~the~~Directors ~~Company~~or ~~announced~~Certain ~~that~~Officers; ~~its~~Election ~~Board~~ of Directors; ~~had~~Appointment ~~authorized~~of anCertain ~~additional~~Officers; ~~share~~Compensatory ~~repurchase~~Arrangements ~~program for up to $10 billion~~ of ~~the~~Certain ~~Company’s outstanding common stock~~Officers. ~~Repurchases will be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions, or otherwise.~~

~~On January 27,~~ 2026, ~~the~~Executive ~~Company~~Officer ~~announced~~Performance ~~that~~Excellence ~~its~~Program Board of Directors had declared a quarterly cash dividend of $0.78 per share of the Company’s common stock. The dividend will be paid on March 31, 2026 to stockholders of record at the close of business on March 17, 2026.

~~Item~~On 9February 24, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc.01 (the “Company”) adopted the 2026 Executive Officer Performance Excellence Program (the “Executive Officer PEP”). ~~Financial~~Under ~~Statements~~the Executive Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Executive Officer PEP award opportunities for the Company’s executive officers are weighted (i) 80% for the achievement of certain EBITDA (as defined in the Executive Officer PEP) targets and ~~Exhibits~~(ii) 20% for the achievement of targets associated with certain quality metrics. The quality weighted portion of the Executive Officer PEP is based on each of the following quality categories: Healthcare-Associated Infections and Sepsis (30%), Complication and Mortality (30%) and Care Experience (40%) (each as defined in the Executive Officer PEP).

~~(d)~~Target ~~Exhibits~~Executive Officer PEP award opportunities for 2026 for the Company’s named executive officers participating in the Executive Officer PEP are as follows:

Exhibit 99.1		Press Release, dated January 27, 2026
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

•

175% of base salary for Samuel N. Hazen, our Chief Executive Officer;

~~SIGNATURES~~• 125% of base salary for Michael A. Marks, our Executive Vice President and Chief Financial Officer, and Jon M. Foster, our Executive Vice President and Chief Operating Officer; and

~~Pursuant~~• to100% ~~the requirements~~ of ~~the~~base ~~Securities~~salary ~~Exchange~~for ~~Act~~Michael ofR. ~~1934~~McAlevey, ~~the~~our ~~registrant~~Executive ~~has~~Vice ~~duly~~President ~~caused~~– ~~this~~Chief ~~report~~Legal toand beAdministrative ~~signed~~Officer, onand ~~its~~Michael ~~behalf~~S. byCuffe, ~~the~~M.D., ~~undersigned~~our ~~hereunto~~Executive ~~duly~~Vice ~~authorized~~President and Chief Clinical Officer.

			HCA HEALTHCARE, INC.
Date:	January 27, 2026	By:	/s/ Michael A. Marks
			Michael A. MarksExecutive Vice President and Chief Financial Officer

With respect to the EBITDA weighted portion of the Executive Officer PEP, participants will receive 100% of the EBITDA weighted portion of the target award for target performance, 25% of the EBITDA weighted portion of the target award for a minimum acceptable (threshold) level of performance, and a maximum of 200% of the EBITDA weighted portion of the target award for maximum performance. With respect to the quality weighted portion of the Executive Officer PEP, participants will receive 100% of the quality weighted portion of the target award applicable to each individual quality and care metric for performance at the target level of performance for such metric, 0% of the quality weighted portion of the target award applicable to each individual quality and care metric for performance at or below the minimum (threshold) level of performance for such metric and a maximum of 200% of the quality weighted portion of the target award applicable to each individual quality and care metric for maximum performance for such metric; provided, that, in the event the Company’s actual EBITDA is less than 90% of the target level of EBITDA, there will be no payment with respect to the quality weighted portion of the Executive Officer PEP.

Awards pursuant to the Executive Officer PEP will be paid solely in cash. No payments will be made for performance below specified threshold amounts. Payouts between threshold and target or target and maximum will be calculated by the Committee in its sole discretion using straight-line interpolation. The Committee may make adjustments to the terms and conditions of awards, the performance criteria, and/or associated targets under the Executive Officer PEP in recognition of unusual or nonrecurring events affecting a participant or the Company, or the financial statements of the Company, or in certain other instances specified in the Executive Officer PEP. In addition, in the event the applicable governmental or external agency adjusts any of the definitions of the quality and care metrics during the performance period, appropriate adjustments shall be made to the targets, or results, or both, to properly account for such changes, in the Committee’s sole discretion. Awards pursuant to the Executive Officer PEP are also subject to discretionary recovery or adjustment by the Company in certain circumstances in which the operating results on which the payment was based were restated or otherwise adjusted or in the event a participant’s conduct is not in good faith and materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates. Any award granted pursuant to the Executive Officer PEP shall also be subject to mandatory repayment by the participant to the Company as set forth in the Executive Officer PEP.

The foregoing description of the Executive Officer PEP does not purport to be complete and is qualified in its entirety by reference to the Executive Officer PEP, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

Retirement of Robert J. Dennis from the Board of Directors of the Company

On February 20, 2026, Robert J. Dennis informed the Company that he would not be standing for re-election and would retire from the Company’s Board of Directors effective at the Company’s annual meeting of stockholders on April 23, 2026.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit 10.1		HCA Healthcare, Inc. 2026 Executive Officer Performance Excellence Program

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		HCA HEALTHCARE, INC.

		/s/ John M. Franck II
		John M. Franck II
		Vice President – Legal & Corporate Secretary

Date: February 25, 2026

Filing Compare · HCA Healthcare, Inc.