Frisco Holding II 4

4 · HCA Healthcare, Inc. · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

HCA 10% Owner Frisco Holding II Exchanges 36.6M Shares

What Happened

Frisco Holding II (a reported 10% owner held by a private investor group that includes affiliates of Dr. Thomas F. Frist Jr.) completed a non‑market exchange on February 6, 2026. The filing shows a disposition of 36,629,188 HCA common shares and an acquisition of 36,557,141 newly issued HCA common shares. No prices or cash amounts are reported (N/A).
The transactions were effected as part of a reorganization: the reporting person converted to an entity taxable as a partnership and the swap qualified as a tax‑free reorganization under Section 368(a). The exchanges were exempt from registration under the Securities Act and exempt from Section 16(b) under Rule 16b‑3.

Key Details

Transaction date: 2026-02-06. Form 4 filed: 2026-02-10 (filed within required two business days).
Disposition: 36,629,188 shares (code J — other acquisition/disposition); Acquisition: 36,557,141 newly issued shares (code J). No per‑share price or dollar value reported (N/A).
Net difference: disposed ~72,047 more shares than acquired (as reported).
Shares owned after the transactions: not specified in the provided excerpt of the filing.
Footnotes: (1) Exchange was part of a Section 368 reorganization and conversion to partnership tax status; (2) Reporting person is held by a private investor group including Frist affiliates; (3) Some disposed shares were previously reported as indirectly owned through Hercules Holding II and were distributed pro rata for no consideration—i.e., change in form of beneficial ownership, not necessarily a change in economic interest.

Context

This was not an open‑market buy or sale but an internal restructuring and share exchange tied to a tax reorganization and entity conversion. For retail investors, such transactions generally reflect corporate/ownership restructuring rather than a traditional insider “buy” (bullish) or “sell” (raising cash) signal.
As a 10% owner (institutional/private investor group), this filing reports ownership reclassification by an entity, not routine executive trading.

Form 4

Period: 2026-02-06

10% Owner

Transactions

Other
Common Stock, par value $0.01 per share
[F1][F2][F3]
2026-02-06−36,629,188→ 0 total
Other
Common Stock, par value $0.01 per share
[F1]
2026-02-06+36,557,141→ 36,557,141 total

Footnotes (3)

[F1]On February 6, 2026, the Reporting Person 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 the Reporting Person, 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 the Reporting Person 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]The Reporting Person is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr.
[F3]The Shares disposed of were previously reported by the Reporting Person as indirectly beneficially owned through Hercules Holding II ("Hercules"). Prior to the disposition reported in this filing, those shares were distributed for no consideration and on a pro rata basis by Hercules, effecting a change in form of beneficial ownership without changing the Reporting Person's pecuniary interest.

Signature

/s/ J. William B. Morrow, President|2026-02-10

1 file