HCA Healthcare, Inc.
A healthcare services company that operates one of the country's largest networks of hospitals — around 190 general acute care, behavioral, and rehabilitation facilities, plus hundreds of outpatient surgery and endoscopy centers — serving patients across 19 states and England, with most care concentrated in Florida and Texas. It was founded in 1968 in Nashville by physician father-and-son Thomas Frist Sr. and Jr., along with businessman Jack Massey, who wanted to bring the economies-of-scale model of chain retail to hospital care. The idea reportedly struck Thomas Frist Jr. while rooming in college with the son of the founder of Holiday Inn, and HCA's earliest headquarters was a small white house near its first hospital.
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Capital Management | 13GPassive | 5.25% | 11.75M | Apr 30, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Thomas F. Frist, Jr. | 13DActivist | 31.6% | 70.56M | Feb 10, 2026 |
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | ||||
| William R. Frist | 13DActivist | 31.5% | 70.49M | Feb 10, 2026 |
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | ||||
| Patricia F. Elcan | 13DActivist | 31.4% | 70.17M | Feb 10, 2026 |
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | ||||
| Thomas F. Frist III | 13DActivist | 31.3% | 69.99M | Feb 10, 2026 |
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | ||||
| Frisco Holding II | 13DActivist | 17.4% | 38.90M | Feb 10, 2026 |
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | ||||
| Hercules Holding II | 13DActivist | 15.5% | 34.62M | Feb 10, 2026 |
On February 6, 2026, certain dispositions and acquisitions of Shares (the "Exchange") occurred pursuant to an Exchange Agreement, dated as of that date (the "Exchange Agreement"), between the Issuer and Frisco, Inc., the predecessor in interest of Frisco, which resulted from the conversion of Frisco, Inc. into a partnership following completion of the Exchange. Specifically, Frisco disposed of 36,629,188 Shares to the Issuer in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended. Frisco's being taxable as a partnership may in the future provide the Reporting Persons with relatively greater flexibility to make certain transactions in Shares. Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain the present ownership of their securities of the Issuer or sell some or all of their securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons' evaluation of various factors, including the investment potential of the Shares, the Issuer's business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Shares, available opportunities to acquire or dispose of the Shares, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed to be relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons may communicate with, and express their views to, the board of directors or management of the Issuer or its affiliates and may communicate with, and express their views to, other persons regarding the Issuer. Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | ||||
| BlackRock, Inc. | 13G/APassive | 4.9% | 12.13M | Apr 25, 2025 |