McAlevey Michael R 4

What Happened
Michael R. McAlevey, EVP & Chief Legal and Administrative Officer of HCA Healthcare (HCA), received 8,372 shares on Feb 10, 2026 as the payout of performance share units (awarded at $0). On the same date he disposed of 3,006 shares at $502.05 each (totaling $1,509,162) to satisfy tax withholding obligations.

Key Details

• Transaction date: 2026-02-10; Form filed 2026-02-12. Not reported late.
• Award: 8,372 shares reported as an acquisition (code A) at $0.00 — these represent vested performance share units.
• Disposal: 3,006 shares sold/withheld (code F) at $502.05 per share for $1,509,162 to cover tax liabilities.
• Origin of award: The PSUs were granted Jan 30, 2023 (4,186 units) and vested at 200% based on cumulative EPS performance for fiscal years 2023–2025 (see footnote).
• Ownership note: Reported shares are held in a fully managed account over which Mr. McAlevey disclaims investment authority; he disclaims beneficial ownership except for any pecuniary interest (see footnote).
• Shares owned after the transaction: Not specified in the filing.

Context
This was a performance-based award payout with a routine tax-withholding disposition rather than an open-market sale for investment purposes. Award receipts signal compensation realization (not a purchase), and tax-withholding dispositions are common when equity awards vest.