Foster Jon M 4
4 · HCA Healthcare, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
HCA Healthcare (HCA) EVP Jon Foster Receives Award; Sells Shares for Taxes
What Happened
- Jon M. Foster, EVP and COO of HCA Healthcare, was credited with 15,696 shares on 2026-02-10 as an award/vesting (code A). On the same date 5,888 shares were disposed/withheld to cover tax liability (code F) at $502.05 per share, generating $2,956,070.
- The award represents the vesting of performance share units; the disposition was a tax-withholding event rather than an open-market sale.
Key Details
- Transaction date: 2026-02-10; Award (A): 15,696 shares @ $0.00 (grant/vesting). Tax withholding (F): 5,888 shares disposed @ $502.05 = $2,956,070.
- Shares owned after the transaction: not specified in the provided filing.
- Footnote: The 15,696 shares came from 7,848 performance share units granted on 2023-01-30 that vested at 200% based on cumulative EPS performance for fiscal years 2023–2025 (i.e., 2× the original units).
- Filing: Form 4 was filed 2026-02-12 for a 2026-02-10 transaction (filed within the usual SEC two-business-day window).
Context
- This was a performance-based vesting event (acquisition of shares) combined with a routine tax-withholding disposition; the withheld shares were surrendered to satisfy tax obligations rather than a discretionary market sale.
- Awards reflect pay tied to company performance (here, cumulative EPS targets were met at a level that doubled the original PSU grant). As always, holdings/transactions by insiders are factual signals but should be considered along with broader research.
Insider Transaction Report
Form 4
Foster Jon M
EVP and COO
Transactions
- Award
Common Stock
[F1]2026-02-10+15,696→ 28,950 total - Tax Payment
Common Stock
2026-02-10$502.05/sh−5,888$2,956,070→ 23,062 total
Holdings
- 67,595(indirect: By Trust)
Common Stock
- 72,308(indirect: By Trust)
Common Stock
- 19,985(indirect: By Trust)
Common Stock
- 11,566(indirect: By 2025 GRAT)
Common Stock
Footnotes (1)
- [F1]On January 30, 2023, the reporting person was granted 7,848 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.
Signature
/s/ Kevin A. Ball, Attorney-in-Fact|2026-02-12