Cuffe Michael S. 4

What Happened
Michael S. Cuffe, EVP and Chief Clinical Officer of HCA Healthcare, received 9,628 shares on 2026-02-10 as an award/vesting of performance share units. To cover tax withholding, 3,501 of those shares were surrendered at $502.05 each (totaling about $1,757,677). Net shares retained from this vesting equal 6,127 shares. The disposition was for tax withholding (code F), not an open-market sale.

Key Details

• Transaction date: 2026-02-10; filing date: 2026-02-12 (appears timely — filed within the normal two-business-day window).
• Award/acquisition: 9,628 shares (reported at $0.00 acquisition price on the Form 4).
• Tax withholding/disposition: 3,501 shares withheld at $502.05/share for ~$1,757,677.
• Net shares retained from this vesting: 6,127 shares (9,628 acquired − 3,501 withheld).
• Footnote: These shares represent the vesting of performance share units granted on 2023-01-30 (4,814 PSUs), which vested at 200% based on achievement of cumulative EPS goals for fiscal years 2023–2025.
• Shares owned after the transaction were not specified in the excerpted filing.

Context
This was a compensation-related vesting event (performance share units) with shares withheld to satisfy tax obligations — a routine administrative step rather than an indication of insider selling for diversification. The PSUs paid out at the maximum 200% of the original grant due to performance metric attainment.