Form 4: HCA Healthcare CEO Hazen Exercises SARs, Sells Shares
Insider Transaction Report
HCA Healthcare CEO Samuel N. Hazen reported the exercise of stock appreciation rights and subsequent sale of common stock under a pre-arranged 10b5-1 plan.
Summary
- Samuel N. Hazen, CEO and Director of HCA Healthcare, Inc., reported transactions on October 31, 2025.
- Hazen acquired 58,050 shares of common stock at an exercise price of $69.58 per share through the exercise of Stock Appreciation Rights (SARs).
- Concurrently, 58,050 Stock Appreciation Rights were disposed of upon exercise. These SARs had vested in four equal annual installments starting January 29, 2017, and had an expiration date of January 29, 2026.
- Following the acquisition, Hazen directly owned 75,279 shares of common stock.
- Hazen disposed of 28,173 shares of common stock at a price of $459.68 per share to cover tax liabilities related to the transaction.
- After these transactions, Hazen directly owned 47,106 shares of common stock.
- Hazen also holds significant indirect beneficial ownership through various trusts and an LP, totaling 1,316,407 shares.
- The transactions were made pursuant to a Rule 10b5-1(c) pre-arranged plan.
- A Power of Attorney, executed on July 31, 2025, grants authority to specific individuals to handle Hazen's SEC filings.
Sentiment
Score: 6
Explanation: The filing reports routine insider transactions by the CEO, involving the exercise of stock appreciation rights and the sale of shares, primarily for tax purposes, under a pre-arranged 10b5-1 plan. This is a standard event for executives and does not indicate any significant positive or negative operational or strategic developments for the company.
Positives
- Exercise of Stock Appreciation Rights indicates a realization of previously granted equity compensation.
- The transactions were conducted under a Rule 10b5-1 plan, indicating pre-planned and orderly insider trading.
Negatives
- Disposition of 28,173 shares of common stock, although primarily for tax withholding, reduces direct ownership.
Future Outlook
NA
Industry Context
This filing details routine insider transactions by a senior executive of a major healthcare provider. Such transactions are common for executives receiving equity compensation and are typically executed under pre-arranged plans to comply with insider trading regulations. It does not provide specific insights into broader industry trends or competitive landscape.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Samuel N. Hazen granted a Power of Attorney to John M. Franck II, Natalie Harrison Cline, and Kevin A. Ball to prepare, execute, and file SEC forms (including Forms 3, 4, 5) on his behalf. This streamlines compliance with Section 16(a) of the Exchange Act and Rule 144 under the Securities Act. | 07/31/2025 | Enhances efficiency and ensures timely compliance with SEC reporting requirements for insider transactions by the CEO, reducing the administrative burden on the executive while maintaining accountability. |
Stakeholder Impact
- Shareholders: The transactions represent a monetization of equity compensation by a key executive. While the sale of shares reduces direct ownership, the overall impact is neutral as it's a routine event under a pre-planned schedule.
Key Dates
| Date | Description |
|---|---|
| 01/29/2017 | Start date for the vesting of Stock Appreciation Rights in four equal annual installments. |
| 07/31/2025 | Date Samuel N. Hazen executed the Power of Attorney. |
| 09/05/2028 | Expiration date of Notary Public Sharon Hall's commission. |
| 10/31/2025 | Date of reported transactions (exercise of SARs and disposition of common stock). |
| 11/04/2025 | Date the Form 4 was signed by the attorney-in-fact. |
| 01/29/2026 | Expiration date of the Stock Appreciation Rights. |
Recommendation
holdThis Form 4 filing details routine insider transactions by HCA Healthcare's CEO, Samuel N. Hazen, involving the exercise of stock appreciation rights and subsequent share sales for tax purposes, executed under a pre-arranged 10b5-1 plan. Such transactions are common for executives monetizing vested equity compensation and do not typically signal a change in the company's fundamental outlook or the executive's confidence. Therefore, based solely on this filing, there is no new information to warrant a change from a 'hold' position, assuming existing investment theses remain valid.
Keywords
HCA Healthcare, HCA, Samuel N. Hazen, Form 4, insider trading, stock appreciation rights, SARs, common stock, equity compensation, 10b5-1 plan, CEO, director, beneficial ownership
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