Marks Mike A 4
4 · HCA Healthcare, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
HCA Healthcare CFO Mike A. Marks Receives Award; Shares Withheld for Taxes
What Happened
Mike A. Marks, Executive Vice President and Chief Financial Officer of HCA Healthcare (HCA), had 5,026 performance share units vest on Feb 10, 2026 (awarded at $0 cost). To satisfy tax withholding on the vesting, 1,690 of those shares were withheld/treated as disposed at $502.05 per share, totaling $848,465. The transaction is an award/vesting (A) with a related tax withholding disposition (F).
Key Details
- Transaction dates: Feb 10, 2026 (reported on Form 4 filed Feb 12, 2026). Filing appears timely.
- Award (A): 5,026 shares acquired at $0.00 (vested performance share units).
- Withholding (F): 1,690 shares disposed/withheld at $502.05 each for taxes; aggregate value reported $848,465.
- Shares owned after transaction: not specified in the provided summary of the filing.
- Footnote: These shares derive from a Jan 30, 2023 grant of 2,513 performance share units that vested at 200% based on HCA achieving cumulative EPS targets for fiscal years 2023–2025.
- No indication of a 10b5-1 sale plan or gift; the withholding is a standard tax withholding on vesting.
Context
This was a vesting of performance-based restricted/share units, not an open-market purchase or a voluntary sale. The withholding of shares to cover taxes is routine and doesn’t necessarily indicate the insider’s view on the company’s stock. The material value of the withheld shares (~$848k) reflects the fair market value used for tax purposes at vesting.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-10+5,026→ 5,026 total - Tax Payment
Common Stock
2026-02-10$502.05/sh−1,690$848,465→ 3,336 total
- 43,240(indirect: By Trust)
Common Stock
- 26,500(indirect: By Trust)
Common Stock
Footnotes (1)
- [F1]On January 30, 2023, the reporting person was granted 2,513 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.