Berres Jennifer 4

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.