HAZEN SAMUEL N 4

What Happened Samuel N. Hazen, CEO and Director of HCA Healthcare (HCA), received 54,934 shares on Feb 10, 2026 as the vested settlement of performance-based awards. On the same date, 21,323 of those shares were surrendered to satisfy tax withholding obligations at $502.05 per share, generating proceeds of $10,705,212 (reported as a disposition to cover tax). The award shares were recorded at $0.00 acquisition price (non‑cash compensation).

Key Details

• Transaction dates: February 10, 2026 (award and tax-withholding share surrender).
• Award: 54,934 shares granted/issued (code A) at $0.00.
• Tax withholding: 21,323 shares disposed (code F) at $502.05/share = $10,705,212.
• Shares owned after transaction: not specified in the Form 4.
• Footnote: These shares stem from a Jan 30, 2023 grant of 27,467 performance share units (PSUs) that vested at 200% based on cumulative EPS performance for 2023–2025, producing the 54,934 shares.
• Filing: Form 4 filed Feb 12, 2026 — appears to be within the normal Form 4 reporting window.

Context This was primarily a settlement of performance-based compensation (PSUs) rather than a market purchase or a voluntary sale. The surrender of 21,323 shares was to cover tax obligations (a common practice), not an open-market cash sale for investment reasons. The filing discloses the PSU grant’s original terms (0–2× payout range) and that HCA achieved the performance threshold that resulted in a 200% payout.