HAZEN SAMUEL N 4

What Happened

• Samuel N. Hazen, CEO and Director of HCA Healthcare (HCA), exercised/converted derivative awards that resulted in the acquisition of 84,360 shares (exercise price reported at $81.96 per share; cash paid = $6,914,146).
• The filing shows 41,483 shares were surrendered/withheld to cover tax liability at a reported value of $488.27 per share (~$20,254,904). The net effect after withholding is approximately 42,877 shares retained by Hazen.
• The filing also reports a grant of 55,846 stock appreciation rights (SARs) on Jan 29, 2026 (reported as derivative awards @ $0).

Key Details

• Transaction dates: Grant 2026-01-29; exercise/conversion and withholding entries 2026-01-30.
• Prices/values: Acquired 84,360 shares @ $81.96 (total $6,914,146); 41,483 shares withheld @ $488.27 (value ~$20,254,904).
• Reported grant: 55,846 SARs awarded on 2026-01-29 (no cash value shown in the Form 4).
• Footnotes: F1 — the SARs granted vest in four equal annual installments beginning January 29, 2027. F2 — previously granted SARs vest in four equal annual installments beginning February 1, 2018.
• Shares owned after the reported transactions are not explicitly stated in the filing; based on the entries, net retained shares from this exercise would be ~42,877 (84,360 acquired minus 41,483 withheld).
• Filing timeliness: Reported on 2026-02-02 for transactions on 2026-01-29 and 2026-01-30 — the Form 4 was filed within the required reporting window (timely).

Context

• This appears to be an exercise/conversion of derivative awards with shares withheld to satisfy tax withholding — a routine, non-open-market disposition commonly used to cover tax obligations. Such withholding sales are administrative and do not necessarily indicate a personal decision to reduce a stake beyond meeting tax requirements.
• For retail investors: purchases or net increases can be more informative as a bullish signal; here the net result was an increase in shares held (after withholding).