SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FRIST THOMAS F III
(Last) (First) (Middle)
3100 WEST END AVENUE
(Street)
NASHVILLE TN 37203
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 04/29/2025 A(1) 1,320 A $0 14,817 D
Common Stock, par value $0.01 per share 3,590,019.444 I Held indirectly through Hercules Holding II(2)(3)
Common Stock, par value $0.01 per share 9,496.54 I Held indirectly through Hercules Holding II by Spouse(3)(4)
Common Stock, par value $0.01 per share 28,489.62 I Held indirectly through Hercules Holding II by Trusts for Children(3)(5)
Common Stock, par value $0.01 per share 2,348,330.3574 I Held indirectly through Hercules Holding II by Trusts for Children(3)(5)
Common Stock, par value $0.01 per share 1,033,528.4872 I Held indirectly through Hercules Holding II by Thomas F. Frist III 2007 Family Trust(3)(6)
Common Stock, par value $0.01 per share 36,629,163.8593 I Held indirectly through Hercules Holding II by Frisco, Inc.(3)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents common stock of HCA Healthcare, Inc. underlying 645 restricted share units attributable to an annual director equity award and 675 restricted share units received in lieu of annual cash retainers for service as a director and as Chairman of the Board. The restricted share units shall vest on the sooner of the date of the 2026 annual shareholders' meeting of HCA Healthcare, Inc. or the first anniversary of the grant date. Vested shares will be delivered to the Reporting Person on the date the Reporting Person ceases to be a member of the Board of Directors of HCA Healthcare, Inc.
2. The Reporting Person directly owns 3,590,019.444 units of Hercules Holding II ("Hercules") and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
3. Hercules holds 68,912,077 shares of common stock of HCA Healthcare, Inc. Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. The Reporting Person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock of HCA Healthcare, Inc. held by Hercules. However, the Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
4. The Reporting Person may be deemed to own indirectly 9,496.54 units of Hercules owned by his spouse, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
5. The Reporting Person may be deemed to own indirectly (i) 28,489.62 units of Hercules held by certain trusts for the benefit of his children, of each of which his sister is a trustee, and (ii) 2,348,330.3574 units of Hercules held by certain trusts for the benefit of his children, of each of which his spouse is a trustee, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
6. The Reporting Person may be deemed to own indirectly 1,033,528.4872 units of Hercules held by The Thomas F. Frist III 2007 Family Trust, of which his spouse is a trustee, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
7. The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of common stock of HCA Healthcare, Inc. beneficially owned by Frisco, Inc., by virtue of his position as a director of Frisco, Inc. Frisco, Inc. holds 36,629,163.8593 units of Hercules, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
/s/ Will Morrow, Attorney-in-Fact 05/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24

Power of Attorney
 
The undersigned hereby makes, constitutes and appoints Will Morrow, with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each such person and their substitutes, the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities in connection with certain transactions in or relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of HCA Healthcare, Inc. (the “Company”), to:
 

 1.
Prepare, execute, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
 

 2.
Prepare, execute and submit to the SEC, the Company and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or that the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
 

 3.
Prepare, execute and submit, or cause to be prepared, executed or submitted, any and all instruments necessary or incidental to any action listed above, including communications to regulatory authorities, self-regulatory organizations, securities exchanges and state securities law authorities.
 
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or their substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
 
This Power of Attorney shall not be affected by the subsequent disability or incompetence of the undersigned, and shall remain in full force and effect until revoked in writing by the undersigned.
 
In Witness Whereof, the undersigned has executed this Power of Attorney as of April 30, 2025.
 
/s/ Thomas F. Frist III
Thomas F. Frist III
 

Exhibit 24

Power of Attorney
 
The undersigned hereby makes, constitutes and appoints Will Morrow, with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each such person and their substitutes, the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities in connection with certain transactions in or relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of HCA Healthcare, Inc. (the “Company”), to:
 

 1.
Prepare, execute, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
 

 2.
Prepare, execute and submit to the SEC, the Company and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or that the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
 

 3.
Prepare, execute and submit, or cause to be prepared, executed or submitted, any and all instruments necessary or incidental to any action listed above, including communications to regulatory authorities, self-regulatory organizations, securities exchanges and state securities law authorities.
 
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or their substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
 
This Power of Attorney shall not be affected by the subsequent disability or incompetence of the undersigned, and shall remain in full force and effect until revoked in writing by the undersigned.
 
In Witness Whereof, the undersigned has executed this Power of Attorney as of April 30, 2025.
 
/s/ Thomas F. Frist III
Thomas F. Frist III
 

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