News & Events

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in

Entry into a Material Definitive Agreement. Issuance of $3,000,000,000 aggregate principal amount of senior notes Overview On April 30, 2026, HCA Inc. (the “Issuer”), a direct, wholly owned subsidiary of HCA Healthcare, Inc. (the “Parent Guarantor”), completed the public offering of (i) $1,000,000,000 aggregate principal amount of its 4.700% Senior Notes due 2031 (the “2031 Notes”), (ii) $750,000,000 aggregate principal amount of its 5.000% Senior Notes due 2033 (the “2033 Notes”) and (iii) $…

Other Events On April 27, 2026, HCA Healthcare, Inc. (the “Registrant”) issued a press release (the “Press Release”) announcing the commencement of its proposed public offering by HCA Inc. (the “Issuer”), a direct, wholly owned subsidiary of the Registrant, of senior unsecured notes (the “Offering”). The text of the Press Release is set forth as Exhibit 99.1 and is incorporated herein by reference. On April 27, 2026, the Issuer provided notice of its election to redeem all $1.500 billion of i…

Other Events. On April 24, 2026, the Company announced that its Board of Directors had declared a quarterly cash dividend of $0.78 per share of the Company’s common stock. The dividend will be paid on June 30, 2026 to stockholders of record at the close of business on June 16, 2026.

Results of Operations and Financial Condition. On April 24, 2026, HCA Healthcare, Inc. (the “Company”) issued a press release announcing, among other matters, its results of operations for the first quarter ended March 31, 2026, the text of which is set forth as Exhibit 99.1 .

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2026 Executive Officer Performance Excellence Program On February 24, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc. (the “Company”) adopted the 2026 Executive Officer Performance Excellence Program (the “Executive Officer PEP”). Under the Executive Officer PEP, the executive officers of the Com…

Creation of a Direct Financial Obligation or an Obligation or an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Other Events On June 10, 2025, HCA Inc. (the “Issuer”), a direct, wholly owned subsidiary of HCA Healthcare, Inc. (the “Parent Guarantor”), established a commercial paper program under which the Issuer may issue unsecured commercial paper notes (the “Notes”) from time to time up to a maximum aggregate face or principal amount of $4.0 billion outstanding at any time, unconditionally guaranteed by the Parent Guarantor. Amounts available under the program may be borrowed, repaid and reborrowed f…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced, William B. Rutherford, HCA Healthcare, Inc.’s (the “Company’s”) Executive Vice President, Chief Financial Officer, principal financial officer and principal accounting officer notified the Company of his intent to retire, effective May 1, 2024. In conjunction with Mr. Rutherford’s retirement, Christopher F. Wyatt, age 47, w…

of Form 8-K, the Company is filing this Amendment No. 1 to the Original 8-K (this “Amendment No. 1”) to provide information regarding material changes to Mr. Marks’ compensation arrangements as a result of the Appointment (the “Compensation Changes”), which arrangements had not been determined at the time of the filing of the Original 8-K. The Compensation Changes, as described below, were approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors on February…

of Form 8-K, the Company is filing this Amendment No. 1 to the Original 8-K (this “Amendment No. 1”) to provide information regarding material changes to Mr. Foster’s compensation arrangements as a result of the Appointment (the “Compensation Changes”), which arrangements had not been determined at the time of the filing of the Original 8-K. The Compensation Changes, as described below, were approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors on Januar…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 15, 2022, Charles J. Hall, the President — National Group of HCA Healthcare, Inc. (the “Company”), informed the Company that he will retire from the Company, effective December 31, 2022. The Company will select a successor to his position in due course. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the re…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 21, 2022, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”) approved the 2022-2023 Board of Directors compensation program, effective immediately, pursuant to which each non-management director will receive quarterly payment of the following cash compensation, as applicable (prorated for partial years): • $110,00…

Other Events. On April 7, 2022, HCA Inc., a wholly owned subsidiary of HCA Healthcare, Inc., provided notice of its election to redeem all $1.250 billion of its 5.875% senior notes due 2023 (the “Redeemed Notes”). The Redeemed Notes will be redeemed on May 7, 2022 (the “Redemption Date”). This Current Report on Form 8-K does not constitute a notice of redemption of the Redeemed Notes. Because the Redemption Date is not a business day, payment for the redemption of the Redeemed Notes will be m…

Other Events. On March 2, 2022, HCA Inc. (the “Issuer”), a wholly owned subsidiary of HCA Healthcare, Inc. (the “Registrant”), provided notice of its election to redeem all $1.250 billion of its 4.75% senior secured notes due 2023 (the “Redeemed Notes”). The Redeemed Notes will be redeemed on April 1, 2022 (the “Redemption Date”), conditioned upon the receipt prior to the Redemption Date by the Issuer of the net proceeds from the sale and issuance of the previously announced offering of senio…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Dr. Jonathan B. Perlin, President - Clinical Operations Group and Chief Medical Officer, notified HCA Healthcare, Inc. (the “Company”) on September 16, 2021 that he had accepted the role of president and CEO of The Joint Commission and will assume his new role on March 1, 2022. At an October 21, 2021 meeting of the Board of Directors of the Company…