McAlevey Michael R 4

What Happened

• Michael R. McAlevey, EVP & Chief Legal and Administrative Officer of HCA Healthcare (HCA), exercised 5,000 derivative awards on Feb 13, 2026 (reported Feb 18) and received 5,000 shares (recorded as acquired at $236.61 each, total $1,183,050). To cover tax obligations and liquidity, 3,306 of those shares were withheld/used to satisfy tax/payment obligations at $540.29 per share ($1,786,199) and the remaining 1,694 shares were sold in the open market at $533.37 per share ($903,537). Total cash realized from the disposals was $2,689,736.

Key Details

• Transaction dates: Exercise and tax withholding on 2026-02-13; open-market sale reported 2026-02-18. Filing date (Form 4): 2026-02-18 (timely).
• Prices and amounts:
  • Exercised: 5,000 shares @ $236.61 = $1,183,050 (acquired)
  • Tax withholding/payment: 3,306 shares @ $540.29 = $1,786,199 (disposed)
  • Open-market sale: 1,694 shares @ $533.37 = $903,537 (disposed)
• Shares owned after the transactions: not specified in the supplied extract.
• Footnotes: F1 — reported shares are held in a fully managed account and the reporting person disclaims beneficial ownership except for pecuniary interest; F2 — the awards were stock appreciation rights (SARs) that vest in four equal annual installments beginning Jan 28, 2023.
• Filing timeliness: The Form 4 was filed on 2026-02-18 for a 2026-02-13 transaction; this meets the SEC two-business-day filing requirement (Feb 16 was a federal holiday).

Context

• This was effectively a cashless exercise/settlement of vested SARs: the derivative awards were converted to shares, some shares were withheld to cover taxes/obligations and the remainder sold in the open market. Such transactions are common for executives when awards vest and do not necessarily signal a change in personal view of the company.