HCA Healthcare EVP & Chief Clinical Officer Exercises SARs and Receives Equity Grant

Executive Summary

On November 2, 2026, HCA Healthcare, Inc. ($HCA) filed a Form 4 detailing equity transactions executed by Michael J Schlosser, EVP and Chief Clinical Officer, on October 29, 2026. The transactions consisted of the exercise of seasoned Stock Appreciation Rights (SARs), the surrender of common stock to cover exercise costs/withholding taxes, and an annual/periodic grant of new SARs.

Transaction Breakdown

1. SAR Exercises (Code M):

   • Exercised 3,030 SARs with an exercise price of $81.96 (expiring February 1, 2027).
   • Exercised 1,898 SARs with an exercise price of $82.85 (expiring May 3, 2027).
   • Total shares underlying exercised SARs: 4,928.

2. Shares Withheld for Taxes / Costs (Code F):

   • 2,455 shares were disposed of at the fair market price of $478.08 per share to pay exercise costs and tax obligations, representing a total withholding value of $1,173,686.40.
   • Net direct shares added: 2,473 shares.

3. New Equity Grant (Code A):

   • Granted 2,797 SARs with an exercise price of $478.08 per share, vesting in four equal annual installments starting October 29, 2027, and expiring October 29, 2036.

Post-Transaction Holdings

• Direct Ownership: 2,643.1027 shares of Common Stock.
• Indirect Ownership: 6,951 shares of Common Stock held by the 2022 Trust.
• Derivative Holdings: 2,797 unvested SARs expiring in 2036.

Trading Significance

This activity is categorized as Low Significance. The disposals were non-open-market share withholdings directly associated with option/SAR exercises approaching their 2027 expirations. The insider increased net direct equity ownership and did not sell shares on the open market.