HAZEN SAMUEL N 4
4 · HCA Healthcare, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
HCA Healthcare CEO Samuel N. Hazen Sells Shares
What Happened
- Samuel N. Hazen, CEO and Director of HCA Healthcare (HCA), sold a total of 43,922 shares of HCA common stock (cash proceeds ≈ $22.0M). On Feb 3, 2026 he sold 42,877 shares across seven open-market lots (individual weighted-average lot prices reported between $497.18 and $502.95) for aggregate proceeds of about $21.48M. On Feb 4, 2026 a separate entry shows 1,045 shares transferred (disposed and re-acquired) at $498.35 per share ($520,776) in connection with a transfer to a trust in exchange for assets of equal value; that transfer did not change his total beneficial ownership per the filing.
Key Details
- Transaction dates: Feb 3, 2026 (open-market sales) and Feb 4, 2026 (trust transfer).
- Volume and proceeds: ~43,922 shares sold/transferred; total proceeds ≈ $22.0 million (≈ $21.48M from Feb 3 open-market sales).
- Prices: Weighted-average lot prices reported; per-footnote price ranges across the Feb 3 lots ran roughly from $497.10–$503.49. The Feb 4 transfer used $498.35 (average of the day's high and low).
- Ownership after transaction: Not specified in the provided excerpt—see the full Form 4 for post-transaction holdings.
- Footnotes: Multiple footnotes state the reported prices are weighted averages with per-lot price ranges available on request. Footnote F8 explains the Feb 4 transfer to a trust (exchange for assets of equal value) and cites Rule 16a-13 (change in form, not beneficial ownership).
- Filing timeliness: Form filed Feb 5, 2026 for transactions dated Feb 3–4, 2026 (appears to be timely).
Context
- These were sales and a transfer of shares — sales are commonly routine (e.g., diversification or liquidity) and do not by themselves indicate a change in the CEO’s view of the company. The Feb 4 transfer to a trust is described as a change in form of ownership and exempt from certain insider-reporting rules per the filing.
Insider Transaction Report
Form 4
HAZEN SAMUEL N
DirectorCEO
Transactions
- Sale
Common Stock
[F1]2026-02-03$502.95/sh−14,716$7,401,386→ 60,437 total - Sale
Common Stock
[F2]2026-02-03$502.15/sh−5,002$2,511,757→ 55,435 total - Sale
Common Stock
[F3]2026-02-03$500.69/sh−7,395$3,702,626→ 48,040 total - Sale
Common Stock
[F4]2026-02-03$500.02/sh−6,189$3,094,609→ 41,851 total - Sale
Common Stock
[F5]2026-02-03$498.80/sh−5,162$2,574,794→ 36,689 total - Sale
Common Stock
[F6]2026-02-03$498.12/sh−4,293$2,138,442→ 32,396 total - Sale
Common Stock
[F7]2026-02-03$497.18/sh−120$59,661→ 32,276 total - Other
Common Stock
[F8]2026-02-04$498.35/sh−1,045$520,776→ 31,231 total - Other
Common Stock
[F8]2026-02-04$498.35/sh+1,045$520,776→ 16,024 total(indirect: By Trust)
Holdings
- 16,731(indirect: By Trust)
Common Stock
- 93,088(indirect: By Trust)
Common Stock
- 178,289(indirect: By 2024 GRAT)
Common Stock
- 200,000(indirect: By 2025 GRAT)
Common Stock
- 813,320(indirect: By LP)
Common Stock
Footnotes (8)
- [F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $502.49 to $503.485, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $501.485 to $502.455, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $500.44 to $501.425, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $499.47 to $500.425, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $498.41 to $499.395, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.49 to $498.385, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $497.10 to $497.38, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F8]Pursuant to a power of substitution, on February 4, 2026, the Reporting Person transferred 1,045 shares of common stock of the Issuer to a trust in exchange for assets of equal value. The transfer was made at a price per share equal to $498.35 (the average of the high and low prices of shares of common stock of the Issuer on February 4, 2026). The transfer did not change the total number of shares of common stock of the Issuer of which the Reporting Person may be deemed to have beneficial ownership. The Reporting Person believes that the transfer of shares to the trust constitutes a change in form of beneficial ownership of such shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.
Signature
/s/ Kevin A. Ball, Attorney-in-Fact|2026-02-05