FRIST THOMAS F III 4
4 · HCA Healthcare, Inc. · Filed Apr 30, 2026
Research Summary
AI-generated summary of this filing
HCA Healthcare — Thomas F. Frist III Receives 1,041-Share Award
What Happened Thomas F. Frist III (Chairman, director and reported 10% owner) was granted 1,041 restricted share units (RSUs) of HCA Healthcare on April 28, 2026. The grant is reported as 1,041 shares at $0.00 (no cash paid at grant). Per the filing footnote, the award consists of 509 RSUs from an annual director equity award and 532 RSUs issued in lieu of annual cash retainers.
Key Details
- Transaction type: Award/Grant (A).
- Transaction date: 2026-04-28; Form 4 filed 2026-04-30 (appears timely).
- Grant size and price: 1,041 RSUs @ $0.00 (no immediate cash value reported).
- Vesting/delivery: RSUs vest on the sooner of the 2027 annual shareholders' meeting or the first anniversary of the grant; vested shares will be delivered when the reporting person ceases to be a Board member (see footnote F1).
- Reported holdings (via affiliated entities): Footnotes show large holdings by related private investor groups — Frisco Holding II: 36,557,141 shares (F2); Hercules Holding II: 32,282,889 shares (F3). The filing notes the Reporting Person may be deemed to exercise voting/investment control over portions of those holdings and disclaims beneficial ownership except to the extent of pecuniary interest (see F2,F3 for breakdowns).
- No sale or purchase of shares occurred in this filing — this is an equity award.
Context This filing documents an equity award (RSUs) to a director/chairman, not an open-market buy or sale. RSU grants to directors are routine compensation and do not by themselves signal buying or selling intent; delivery is deferred per the plan terms. As a 10% owner with substantial holdings through affiliated entities, Frist’s economic interest in HCA is primarily reflected via those private-holding entities described in the footnotes.
Insider Transaction Report
- Award
Common Stock, par value $0.01 per share
[F1]2026-04-28+1,041→ 15,858 total
- 36,557,141(indirect: By Frisco Holding II)
Common Stock, par value $0.01 per share
[F2] - 32,282,889(indirect: By Hercules Holding II)
Common Stock, par value $0.01 per share
[F3]
Footnotes (3)
- [F1]Represents shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer") underlying 509 restricted share units attributable to an annual director equity award and 532 restricted share units received in lieu of annual cash retainers for service as a director and as Chairman of the Board. The restricted share units shall vest on the sooner of the date of the 2027 annual shareholders' meeting of HCA Healthcare, Inc. or the first anniversary of the grant date. Vested Shares will be delivered to the Reporting Person on the date the Reporting Person ceases to be a member of the Board of Directors of the Issuer.
- [F2]Frisco Holding II ("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: 1,172 Shares by the Reporting Person; and 11,868,140 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee.
- [F3]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: 3,590,022 Shares by the Reporting Person; 9,497 Shares by the Reporting Person's spouse; and 3,410,351 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or his spouse is trustee