HCAHCA Healthcare
Deals with insiders in the proxy filed 2026-03-13
Deals between HCA and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-14.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-03-14 with nothing like them this year
Stockholders’ Agreement“Upon the consummation of our IPO, we entered into the Stockholders’ Agreement with Hercules Holding and the Investors. Under the Stockholders’ Agreement, the Frist Entities have the right to nominate two directors to our Board of Directors; however, the Frist Entities will lose their right to nominate any directors to our Board of Directors once the Frist Entities own less than 3% of our outstanding shares of common stock. As of February 24, 2025, the Frist Entities owned approximately 28% of our common stock.”
Read it in last year's proxy ↗
New wording of the review policy 3 paragraphs without an amount or a name
Stockholders’ Agreement“Upon the consummation of our 2006 Merger, we entered into a stockholders’ agreement with Hercules Holding and the Investors, which was subsequently amended in connection with our 2011 Initial Public Offering (the “IPO”). In connection with the Exchange, as described below in the “Certain Relationships and Related Person Transactions - Other Transactions” section of this proxy statement, we entered into the Amended and Restated Stockholders’ Agreement to provide for certain ministerial amendments in addition to the volume limitations described below. Under the Amended and Restated Stockholders’ Agreement, the Frist Group has the right to nominate two directors to our Board of Directors; however, the Frist Group will lose their right to nominate any directors to our Board of Directors once the Frist Group owns less than 3% of our outstanding shares of common stock. As of February 23, 2026, the Frist Group owned approximately 32% of our common stock through Hercules Holding, Frisco and other holdings. In addition, the Amended and Restated Stockholders’ Agreement includes certain volume limitations on sales by Frisco and its permitted transferees, that apply from the date of the Exchange until the earlier of (i) the date on which Frisco and its permitted transferees are eligible to sell the New Shares (as defined below) under the non-affiliate conditions of Rule 144(b)(1) under the Securities Act of 1933 (the “Securities Act”) or (ii) six years from the date of the Exchange. A copy of the Amended and Restated Stockholders’ Agreement, dated as of February 6, 2026, has been filed as Exhibit 10.13 to our annual report on Form 10-K filed on February 10, 2026.”
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Other Transactions“On February 6, 2026, we entered into an Exchange Agreement (the “Exchange Agreement”), between HCA Healthcare, Inc. and Frisco, Inc., a Delaware corporation (the predecessor to Frisco), pursuant to which we exchanged 36,629,188 shares of our common stock (the “Exchanged Shares”) delivered by Frisco to us for 36,557,141 new shares of our common stock issued by us to Frisco (the “New Shares” and such exchange, the “Exchange”). The Exchange, together with the Conversion (as defined below), constituted a tax-free reorganization of Frisco for U.S. federal income tax purposes that will facilitate, among other things, certain estate and charitable planning objectives of the Frist Group. Upon receipt of the Exchanged Shares, we retired and canceled the Exchanged Shares, and the Exchanged Shares ceased to be outstanding and returned to the status of authorized but unissued shares. As a result, the net effect of the Exchange on us was a decrease of 72,047 shares of our outstanding common stock.”
Read it in the proxy ↗
Other Transactions“Prior to the Exchange, 36,629,188 shares of our common stock were distributed to Frisco, Inc. in kind by Hercules Holding, pro rata and for no additional consideration in accordance with Frisco, Inc.’s percentage interest in Hercules Holding, as a result of which Frisco, Inc. became our direct stockholder. Following completion of the Exchange and as part of the plan of reorganization, Frisco, Inc. converted into a Delaware partnership (the “Conversion”) and changed its name to Frisco Holding II.”
Read it in the proxy ↗
The whole section
9 paragraphs quoted as filed
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS“In accordance with its charter, our Audit and Compliance Committee conducts a reasonable prior review and oversight of related party transactions required to be disclosed under Item 404 of Regulation S-K and discusses with management the business rationale for and disclosures regarding such transactions. In addition, our Code of Conduct requires that all of our employees, including our executive officers, remain free of conflicts of interest in the performance of their responsibilities to the Company. An executive officer who wishes to enter into a transaction in which their interests might conflict with ours must receive the approval of the Audit and Compliance Committee.”
Read it in the proxy ↗
Stockholders’ Agreement“Upon the consummation of our 2006 Merger, we entered into a stockholders’ agreement with Hercules Holding and the Investors, which was subsequently amended in connection with our 2011 Initial Public Offering (the “IPO”). In connection with the Exchange, as described below in the “Certain Relationships and Related Person Transactions - Other Transactions” section of this proxy statement, we entered into the Amended and Restated Stockholders’ Agreement to provide for certain ministerial amendments in addition to the volume limitations described below. Under the Amended and Restated Stockholders’ Agreement, the Frist Group has the right to nominate two directors to our Board of Directors; however, the Frist Group will lose their right to nominate any directors to our Board of Directors once the Frist Group owns less than 3% of our outstanding shares of common stock. As of February 23, 2026, the Frist Group owned approximately 32% of our common stock through Hercules Holding, Frisco and other holdings. In addition, the Amended and Restated Stockholders’ Agreement includes certain volume limitations on sales by Frisco and its permitted transferees, that apply from the date of the Exchange until the earlier of (i) the date on which Frisco and its permitted transferees are eligible to sell the New Shares (as defined below) under the non-affiliate conditions of Rule 144(b)(1) under the Securities Act of 1933 (the “Securities Act”) or (ii) six years from the date of the Exchange. A copy of the Amended and Restated Stockholders’ Agreement, dated as of February 6, 2026, has been filed as Exhibit 10.13 to our annual report on Form 10-K filed on February 10, 2026.”
Read it in the proxy ↗
Registration Rights Agreement“Hercules Holding and the Investors have entered into a registration rights agreement with HCA Healthcare, Inc. In connection with the Exchange, as described below in the “Certain Relationships and Related Person Transactions - Other Transactions” section of this proxy statement, we amended and restated this registration rights agreement to provide for certain ministerial amendments. Pursuant to this agreement, as amended and restated, the Investors who still hold shares of our common stock directly or through Frisco or Hercules Holding can cause us to register those shares under the Securities Act and, if requested, to maintain a shelf registration statement effective with respect to such shares. These Investors are also entitled to participate on a pro rata basis in any registration of our common stock under the Securities Act that we may undertake. A copy of this agreement has been filed as Exhibit 4.3 to our annual report on Form 10-K filed on February 10, 2026.”
Read it in the proxy ↗
Management Stockholder Agreements“Pursuant to a management stockholder’s agreement we entered into with certain members of senior management, following our IPO, certain members of senior management, including certain executive officers, have limited “piggyback” registration rights with respect to certain of their shares of common stock. A copy of this agreement, and related amendments thereto, have been filed as Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 27, 2007, Exhibit 10.2 to our current report on Form 8-K filed on November 24, 2010 and Exhibit 10.39 to our registration statement on Form S-1 filed on March 9, 2011, respectively.”
Read it in the proxy ↗
Other Transactions“On February 6, 2026, we entered into an Exchange Agreement (the “Exchange Agreement”), between HCA Healthcare, Inc. and Frisco, Inc., a Delaware corporation (the predecessor to Frisco), pursuant to which we exchanged 36,629,188 shares of our common stock (the “Exchanged Shares”) delivered by Frisco to us for 36,557,141 new shares of our common stock issued by us to Frisco (the “New Shares” and such exchange, the “Exchange”). The Exchange, together with the Conversion (as defined below), constituted a tax-free reorganization of Frisco for U.S. federal income tax purposes that will facilitate, among other things, certain estate and charitable planning objectives of the Frist Group. Upon receipt of the Exchanged Shares, we retired and canceled the Exchanged Shares, and the Exchanged Shares ceased to be outstanding and returned to the status of authorized but unissued shares. As a result, the net effect of the Exchange on us was a decrease of 72,047 shares of our outstanding common stock.”
Read it in the proxy ↗
Other Transactions“Prior to the Exchange, 36,629,188 shares of our common stock were distributed to Frisco, Inc. in kind by Hercules Holding, pro rata and for no additional consideration in accordance with Frisco, Inc.’s percentage interest in Hercules Holding, as a result of which Frisco, Inc. became our direct stockholder. Following completion of the Exchange and as part of the plan of reorganization, Frisco, Inc. converted into a Delaware partnership (the “Conversion”) and changed its name to Frisco Holding II.”
Read it in the proxy ↗
Other Relationships“Elisabeth Chuplis serves as Director of Public Affairs for the Company. Ms. Chuplis received total compensation in respect of base salary and bonus of $157,000 for her services in 2025. Ms. Chuplis also receives certain other benefits customary to similar positions within the Company. Ms. Chuplis’s mother, Kathryn Torres, serves as Senior Vice President - Payer Contracting and Alignment of the Company and was an executive officer for a portion of 2025.”
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Other Relationships“Charles Leindecker serves as a Director of Finance of HealthTrust Purchasing Group for the Company. Mr. Leindecker received total compensation in respect of base salary and bonus of approximately $187,000 for his services in 2025. Mr. Leindecker also receives certain other benefits customary to similar positions within the Company. Mr. Leindecker’s brother-in-law, Dr. Michael S. Cuffe, serves as Executive Vice President and Chief Clinical Officer of the Company.”
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Other Relationships“Stephanie H. Skaff serves as an Assistant Vice President of Communications Account Management for the Company. Ms. Skaff earned total compensation in respect of base salary and bonus of approximately $276,000 for her services in 2025. Ms. Skaff also receives certain other benefits, including awards of equity, customary to similar positions within the Company. Ms. Skaff’s brother, Samuel N. Hazen, serves as Chief Executive Officer and Director of the Company.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗