HAZEN SAMUEL N 4

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.