Frist William R 4
4 · HCA Healthcare, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
HCA 10% Owner William Frist Exchanges 36.6M Shares
What Happened
- William R. Frist (reported as a 10% owner) completed a share exchange on February 6, 2026 in connection with a corporate reorganization. Frisco Holding II disposed of 36,629,188 HCA shares and received 36,557,141 newly issued HCA shares in exchange. No per-share price or cash consideration is reported (entries coded as "J" — other acquisition/disposition). The swap and Frisco’s conversion to an entity taxable as a partnership were treated as a reorganization under Section 368(a) of the Internal Revenue Code and the transactions were exempt from Securities Act registration and from Section 16(b) under Rule 16b-3.
Key Details
- Transaction date: 2026-02-06; Form 4 filed 2026-02-10 (filed within the SEC two-business-day window).
- Disposition: 36,629,188 shares; Acquisition: 36,557,141 newly issued shares; price: N/A (exchange/reorganization).
- Shares held after transaction: Frisco holds 36,557,141 shares (per footnote). Hercules Holding II separately holds 32,282,889 shares.
- Reporting person’s pecuniary interests (per footnotes): Frisco-related: 3,156,495 shares attributable to Frist personally and 8,713,110 shares held in trusts for his children; Hercules-related holdings also list various family and trust interests (see filing footnotes for full breakdown).
- Includes 12,875 restricted share units referenced that will be delivered to the reporting person when he ceases to be a director.
- Transaction exempt treatment: structured as a tax reorganization (Section 368) and exempt under Rule 16b-3; coded as “other” (J) rather than a routine open-market buy/sell.
Context
- This filing documents a structural reorganization and share exchange by entities controlled by a 10% owner, not a straightforward market buy or sale. Because no cash price is reported and the exchange was part of a corporate/tax reorganization, it does not directly signal typical insider buying or selling sentiment. For retail investors, such 10% owner restructurings are primarily administrative/tax-driven rather than directional trading.
Insider Transaction Report
Form 4
Frist William R
Director10% 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
- 12,931
Common Stock, par value $0.01 per share
[F3] - 32,282,889(indirect: By Hercules Holding II)
Common Stock, par value $0.01 per share
[F4] - 1,416(indirect: By Spouse)
Common Stock, par value $0.01 per share
- 340,852(indirect: By Trust)
Common Stock, par value $0.01 per share
[F5] - 60,678(indirect: By Partnership)
Common Stock, par value $0.01 per share
[F6]
Footnotes (6)
- [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 HCA Inc. founder Dr. Thomas F. Frist Jr. 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: 3,156,495 Shares by the Reporting Person; and 8,713,110 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.
- [F3]This number includes restricted share units payable in 12,875 Shares, which will be delivered to the Reporting Person on the date he ceases to be a director of the Issuer.
- [F4]Hercules Holding II ("Hercules") holds 32,282,889 Shares. Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. 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: 941,766 Shares by the Reporting Person; 9,021 Shares by the Reporting Person's spouse and children; 12,287,166 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee; and 1,147,830 Shares by family partnerships or vehicles of which the Reporting Person is an officer or managing member.
- [F5]These Shares are held by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.
- [F6]These Shares are held by family partnerships or vehicles of which the Reporting Person is an officer or managing member.
Signature
/s/ Rawls Butler, Attorney-in-Fact|2026-02-10