Marks Mike A 4

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.