Berres Jennifer 4
4 · HCA Healthcare, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
HCA (HCA) SVP Jennifer Berres Receives Award, Sells $5.39M Stock
What Happened
Jennifer Berres, Senior Vice President and Chief Human Resources Officer of HCA Healthcare, received 7,116 shares on Feb 10, 2026 (award/vesting of performance share units) and disposed of a total of 10,535 shares in connection with tax withholding and open-market sales. Dispositions recorded: 2,515 shares withheld to cover taxes at $502.05 per share (proceeds/value reported $1,262,656) on Feb 10; sale of 4,010 shares at $503.00 on Feb 11 (proceeds $2,017,030); and sale of 4,010 shares at a weighted average of $526.16 on Feb 11 (proceeds $2,109,920). Total proceeds from the reported disposals: approximately $5,389,606. The award reflects vested performance share units rather than a cash purchase.
Key Details
- Transaction dates: Award/vesting on 2026-02-10; tax withholding on 2026-02-10; open-market sales on 2026-02-11.
- Prices and amounts: Award 7,116 shares (acquired at $0.00); tax-withholding disposal 2,515 shares @ $502.05; open-market sales 4,010 @ $503.00 and 4,010 @ $526.16 (weighted avg).
- Total proceeds from disposals: ~$5.39 million.
- Shares owned after transaction: not specified in the provided filing excerpts.
- Footnotes: The 7,116 shares represent vesting of PSUs granted Jan 30, 2023 (original grant 3,558 units, vested at 200% based on performance). One sale's $526.16 price is a weighted average; actual trade prices ranged $525.97–$526.3101.
- Filing timeliness: Report filed 2026-02-12 covering 2026-02-10–02-11 transactions; appears to be filed within the typical Form 4 reporting window.
Context
This filing shows a vesting of performance share units (an award/acquisition) followed by share disposals tied to tax withholding and open-market sales. Tax withholding (code F) is routine when equity awards vest; the subsequent open-market sales (code S) are disposals and do not by themselves indicate the insider’s view on the company.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-10+7,116→ 22,528 total - Tax Payment
Common Stock
2026-02-10$502.05/sh−2,515$1,262,656→ 20,013 total - Sale
Common Stock
2026-02-11$503.00/sh−4,010$2,017,030→ 16,003 total - Sale
Common Stock
[F2]2026-02-11$526.16/sh−4,010$2,109,920→ 11,993 total
Footnotes (2)
- [F1]On January 30, 2023, the reporting person was granted 3,558 performance share units. The performance share units were eligible to vest based on achievement of a cumulative earnings per share goal for fiscal years 2023-2025. The number of performance share units that were eligible to vest varied from zero (for actual performance less than 90% of target) to two times the units granted (for actual performance of 110% or more of target). Based upon the Company's achievement with respect to cumulative 2023-2025 earnings per share, the number of performance share units that vested equaled 200% of the units granted.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $525.97to $526.3101, 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.