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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31**,** 2025

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-11239

HCA Healthcare, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware27-3865930
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
One Park Plaza Nashville**,** Tennessee37203
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 Par ValueHCANew York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Auditor PCAOB ID Number: 42Auditor Name: Ernst & Young LLPAuditor Location: Nashville, Tennessee, United States of America

As of January 31, 2026, there were 223,622,200 outstanding shares of the Registrant’s common stock. As of June 30, 2025, the aggregate market value of the common stock held by nonaffiliates was approximately $63.269 billion. For purposes of the foregoing calculation only, Hercules Holding II and the Registrant’s directors and executive officers have been deemed to be affiliates.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy materials for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

INDEX

Page Reference
Part I
Item 1.Business3
Item 1A.Risk Factors33
Item 1B.Unresolved Staff Comments52
Item 1C.Cybersecurity52
Item 2.Properties54
Item 3.Legal Proceedings54
Item 4.Mine Safety Disclosures54
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55
Item 6.[Reserved]56
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations57
Item 7A.Quantitative and Qualitative Disclosures about Market Risk72
Item 8.Financial Statements and Supplementary Data73
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure73
Item 9A.Controls and Procedures73
Item 9B.Other Information75
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75
Part III
Item 10.Directors, Executive Officers and Corporate Governance76
Item 11.Executive Compensation76
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters76
Item 13.Certain Relationships and Related Transactions, and Director Independence77
Item 14.Principal Accountant Fees and Services77
Part IV
Item 15.Exhibits and Financial Statement Schedules78
Item 16.Form 10-K Summary88
Signatures89

PART I

Next: Item 1. Business