Form 4: HCA Healthcare EVP Sells Shares After SAR Exercise

HCA Healthcare's EVP & Chief Legal & Administrative Officer, Michael R. McAlevey, exercised stock appreciation rights and subsequently sold a portion of his common stock holdings.

Summary

• Michael R. McAlevey, EVP & Chief Legal & Administrative Officer of HCA Healthcare, Inc., engaged in multiple transactions involving the company's common stock.
• On November 3, 2025, McAlevey exercised 13,170 Stock Appreciation Rights (SARs) at an exercise price of $236.61, acquiring 13,170 shares of common stock.
• Concurrently on November 3, 2025, 9,278 shares of common stock were disposed of at $461.56 to cover tax liabilities related to the SAR exercise.
• On November 5, 2025, an additional 3,892 shares of common stock were sold at $473.79.
• Following these transactions, McAlevey directly holds 3,487 shares of common stock.
• Indirect holdings include 2,111 shares via a 2024 GRAT and 26 shares in a managed account.
• The Stock Appreciation Rights vested in two equal annual installments beginning January 28, 2023, and had an expiration date of January 28, 2032.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions involving the exercise of stock appreciation rights and subsequent sale of shares for tax purposes and personal liquidity. It does not contain information about company performance or strategic changes that would significantly alter sentiment.

Positives

• Exercise of Stock Appreciation Rights indicates a realization of value from previously granted equity compensation.
• The exercise price of the SARs ($236.61) was significantly lower than the sale prices ($461.56 and $473.79), indicating a substantial gain for the executive.

Negatives

• A net reduction in direct beneficial ownership of common stock by a key executive, potentially signaling a diversification of personal assets.
• The sale of 3,892 shares at $473.79 represents a direct market sale, reducing the executive's direct stake in the company.

Risks

• The Power of Attorney explicitly states that neither the company nor the attorneys-in-fact assume liability for the undersigned's compliance with Exchange Act requirements or for profit disgorgement under Section 16(b). This places the compliance burden squarely on the reporting person.

Future Outlook

The Stock Appreciation Rights (SARs) held by the executive vested in two equal annual installments starting January 28, 2023, and were set to expire on January 28, 2032. The current filing reports the exercise of a portion of these SARs.

Management Comments

• The shares reported herein are held in a fully managed account over which the reporting person does not have any investment authority. The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.
• The stock appreciation rights vested in two equal annual installments beginning on January 28, 2023.

Industry Context

This Form 4 filing details routine insider transactions for an executive at a major healthcare provider. Such transactions are common for executives managing their equity compensation and personal financial planning, often executed under Rule 10b5-1 plans to avoid accusations of trading on material non-public information. The specific transactions reflect the executive's decision to monetize vested equity and manage tax obligations.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 2,111 shares of common stock 'By 2024 GRAT' (Grantor Retained Annuity Trust), which is typically a related party entity for estate planning purposes.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive could be interpreted as a minor signal, but given the context of SAR exercise and tax withholding, it is likely a routine liquidity event rather than a reflection of management's view on future company performance.
• Management: The Power of Attorney streamlines compliance for the executive, reducing administrative burden.

Next Steps

• The remaining unexercised Stock Appreciation Rights (if any) will continue to be subject to their original vesting and expiration schedule.

Key Dates

Keywords

HCA Healthcare, Michael R. McAlevey, Insider Trading, Form 4, Stock Appreciation Rights, Executive Compensation, Share Sale, Equity Transactions, Corporate Officer