FRIST THOMAS F III 4

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.