HCA Healthcare (HCA) 10-K risk factor changes: FY2025 vs FY2024

As of December 31, [removed: 2024,] [added: 2025,] our total indebtedness was [removed: $43.031] [added: $46.492] billion.

We and our subsidiaries have the ability to incur additional indebtedness in the future, subject to the restrictions contained in our senior [removed: secured] [added: unsecured] credit [removed: facilities] [added: facility] and the indentures governing our outstanding notes.

Our subsidiaries may not be able to, or may not be permitted to, make distributions [added: to enable us to make payments in respect of our indebtedness.]

We may find it necessary or prudent to refinance our outstanding indebtedness, the terms of which [added: refinancing] may not be favorable to us.

Our senior [removed: secured] [added: unsecured] credit [removed: facilities and, to a lesser extent,] [added: facility and] the indentures governing our outstanding notes contain various covenants that limit our ability to engage in specified types of transactions.

These covenants limit our [removed: and] [added: and/or] certain of our subsidiaries’ ability to, among other things:

consolidate, merge, sell or otherwise dispose of all or substantially all of our [removed: assets; and][added: assets.]

Under our senior [removed: secured] [added: unsecured] credit [removed: facilities,] [added: facility,] we are required to satisfy and maintain [added: a] specified financial [removed: ratios.][added: ratio.]

Our ability to [removed: meet those] [added: maintain this] financial [removed: ratios] [added: ratio] may be affected by global economic and financial conditions or other events beyond our control, and there can be no assurance we will continue to [removed: meet those ratios.][added: maintain this ratio.]

[removed: Upon the occurrence of an event] [added: A breach] of [added: this or any other covenant could result in a] default under [removed: these] [added: our] senior [removed: secured] [added: unsecured] credit [removed: facilities,] [added: facility, upon which] the lenders thereunder could elect to declare all amounts outstanding [removed: under the senior secured credit facilities] to be immediately due and payable and terminate all commitments to extend further credit, which would also result in an event of default under a significant portion of our other outstanding [removed: indebtedness.]

[removed: If any of the lenders under the senior secured credit facilities accelerate] [added: In a scenario where] the repayment of [removed: borrowings,] [added: borrowings is accelerated,] there can be no assurance there will be sufficient assets to repay [removed: the] [added: our] senior [removed: secured] [added: unsecured] credit [removed: facilities] [added: facility] and our other indebtedness.

Economic conditions, including macroeconomic uncertainties and inflationary pressure, workforce burnout, and public health conditions [added: and other factors,] have exacerbated workforce competition, personnel shortages and capacity constraints.

[removed: If] [added: Some] states [removed: enact legal] [added: have enacted] restrictions on the provision of [removed: medical] [added: certain procedures or types of] care, [removed: such restrictions] [added: which] may impact [removed: providers'] [added: providers’] recruitment and retention efforts in [removed: certain] [added: those] states.

We anticipate facing increased challenges [removed: in this area] [added: with recruitment and retention] as [added: a significant portion of] the [added: current] physician population reaches retirement age, especially if there is a shortage of physicians willing and able to provide comparable services.

The members of our management team have significant industry experience, and if any member [added: of our management team] leaves the [removed: Company,] [added: Company unexpectedly,] such member would be difficult to replace.

We may be unable to retain key management or attract other highly qualified employees, particularly if we do [added: not offer employment terms that are competitive with the rest of the labor market.]

We, directly and through our vendors and other third parties, collect and store on [removed: our networks and] [added: networks,] devices and [removed: third-party] technology platforms sensitive information, including intellectual property, proprietary business information, protected health information of our patients and personally identifiable information of our employees, patients and consumers.

Our facilities use [removed: EHRs] [added: EHR] and [added: other information systems and] medical devices that store or transmit information that are integral to the provision of patient care, and these systems and devices are increasingly connected to the internet, hospital networks and other medical devices.

Threats from malicious [removed: threat] actors, including nation-state actors and ransomware groups, new vulnerabilities and advanced new attacks against our, or our vendors’, information systems and devices create risk of cybersecurity incidents, including ransomware, malware and phishing incidents, in which third parties attempt to fraudulently induce our employees or our vendors’ employees into disclosing usernames, passwords or other sensitive information, which can in turn be used for unauthorized access to our or our vendors’ systems.

Moreover, hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture, or operations or could be inadvertently or [removed: intentionally implemented or used in a manner that could compromise cybersecurity or information security.]

Cybersecurity, privacy, physical [removed: security] [added: security, operational resiliency] and the continued development and enhancement of our controls, processes and practices designed to protect our facilities, information systems and data from attack, damage or unauthorized access remain a priority for us.

[removed: As] [added: However, as] cyber threats continue to evolve, along with their increased volume and sophistication, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any cybersecurity vulnerabilities or incidents, and such measures may decrease the efficiency of our operations.

We may also be required to expend additional resources to comply with evolving [removed: federal and] [added: federal,] state [added: and industry] requirements related to cybersecurity and information security, including those focused on health care providers.

*Our operations could be impaired by a failure [added: in or breach] of our information [removed: systems.*][added: systems or those of third parties on whose systems our business relies.*]

[removed: Nevertheless,] we [removed: or our vendors and other third parties that we] rely [removed: upon] may experience system failures and disruptions.

The occurrence of any system failure could result in [removed: interruptions,] [added: business interruptions or] delays, the loss or corruption of data and cessations or interruptions in the availability of systems, any of which could have a material, adverse effect on our financial position and results of operations and harm our business reputation.

The federal government is [removed: working to promote] [added: promoting] the adoption of health information technology and the [removed: promotion of] nationwide health information exchange to improve health care.

Therefore, if our hospitals and employed professionals are unable to properly adopt, maintain and utilize certified EHR [added: systems, any resulting payment adjustments may have an adverse effect on our financial condition and results of operations.]

For instance, AI models used by us or third-party vendors may be based on [removed: biased] [added: biased, inaccurate] or deficient datasets, which could result in inaccurate or misleading outputs.

Ineffective or inadequate AI development or deployment practices by us or third-party developers or vendors, including any [removed: disruptions] [added: disruptions, errors] or failures of AI systems once implemented, could result in unintended consequences.

Further, federal and state requirements regarding the use of AI by health care providers continue to [removed: evolve.][added: evolve and could conflict as administrations take differing approaches to evolving AI.]

For example, HHS [removed: finalized a rule in December 2023 imposing] [added: imposes] transparency requirements for AI and other predictive algorithms that are part of certified health information technology.

For example, [added: California’s] AB 3030 requires that certain disclaimers and instructions be provided to patients if generative AI is used to create patient communications pertaining to patient clinical information.

In addition, [removed: the] [added: Utah’s] AIPA requires that physicians, nurses and other regulated health care providers disclose when an individual is interacting with generative AI [removed: while receiving] [added: in a “high-risk” manner, including] the [removed: regulated service.][added: collection of health data or the provision of medical advice or services.]

Further, [added: in Colorado,] the CAIA will impose significant requirements on companies that use AI systems to recommend certain health decisions.

[removed: In addition, any failure or perceived failure by us or our third-party providers to] comply with applicable AI laws and regulations could result in investigations or legal proceedings, which could result in significant legal costs and potential liability.

[added: Such a crisis could diminish the public trust in health care] facilities, especially hospitals that fail to accurately or timely diagnose, or are treating (or have treated) patients affected by infectious diseases.

The health care industry [added: has been and continues to be impacted by health care reform efforts and] is subject to changing political, regulatory and other influences.

Regulatory uncertainty has [added: also] increased as a result of [added: recent] decisions issued by the U.S. Supreme Court [removed: in June 2024] that affect review of federal agency [removed: actions.][added: actions, including *Loper Bright Enterprises v.]

These [added: Supreme Court] decisions increase judicial scrutiny of agency authority, shift greater responsibility for statutory interpretation to courts, expand the time period during which a plaintiff can sue regulators, and may result in inconsistent judicial interpretations and delays in agency rulemaking processes.

As of December 31, 2025, we had availability of $5.779 billion under our senior unsecured credit facility (after giving effect to all issued and outstanding letters of credit and our intention to maintain a minimum available borrowing capacity equal to the aggregate amount outstanding under the commercial paper program ($2.207 billion as of December 31, 2025)).

Downgrades in our credit ratings may also negatively affect availability of debt financing and the rates at which such financing is available.

engage in certain sale and lease-back transactions; and

indebtedness.

New limitations on federal loan eligibility, other student loan changes imposed pursuant to the FBA and changes to immigration policies may also impact health care personnel shortages.

Moreover, changes in immigration policies could reduce the availability of international physicians.

intentionally implemented or used in a manner that could compromise cybersecurity or information security.

Nevertheless, there can be no assurance that our business continuity, technology change and information security response plans will effectively mitigate our operational risks.

We or our vendors and other third parties upon whom

We may also use AI in health care-related administrative tasks, including in the collection of patient accounts receivable.

In addition, any failure or perceived failure by us or our third-party providers to

*Failure to effectively manage change associated with our technology, resiliency and other initiatives, including with respect to the implementation of a new EHR platform, may adversely affect our business, services and results of operations.*

We utilize multiple integrated software and hardware operating systems across our operations, including in our hospitals.

Although we continually monitor these systems and strive to design our policies, programs and processes to preserve or manage these systems, such processes may not be effective and are subject to weaknesses and failures, including human error, data limitations, process delays, system outages, cybersecurity incidents or failed controls.

Failure to effectively preserve or manage data accurately, timely and completely may adversely affect its quality and reliability and impair our ability to manage business needs, the provision of care, strategic decision-making and operations.

We employ change management methodologies to plan, test and execute system upgrades and improvements.

However, we cannot guarantee that our systems will operate as designed or that the implementation of new systems or upgrades will not be subject to excessive costs or disruptions to our operations or business.

We are implementing a new EHR platform across our facilities, which is complex and time-intensive.

Significant internal and external resources have been, and will continue to be, required for successful implementation, including resources to train colleagues.

Complexity or delay in implementation may require substantial additional time and expense and divert management’s attention from other strategic priorities, which, in turn, could adversely affect our business, results of operations or financial condition.

While we have taken steps intended to mitigate implementation risks, including staged deployments in certain facilities, there is no guarantee these mitigation efforts will be effective.

Further, we are executing financial resiliency initiatives designed to generate efficiencies and cost reductions that we expect will offset in part the adverse effects on our business from recent health care policy reforms, including the expiration of the enhanced premium tax credits and changes resulting from the FBA.

Our ability to realize the benefits from these financial resiliency initiatives is subject to known and unknown risks and uncertainties, and failure to realize the expected benefits may have an adverse effect on our business and results of operations.

The health care industry is heavily regulated.

Several executive orders have been issued

that impact or may impact the health care industry, including measures aimed at restructuring government agencies and eliminating government expenditures and resulting in holds on or cancellations of congressionally authorized spending.

In March 2025, HHS announced a significant agency restructuring intended to reduce the HHS workforce and consolidate divisions of the agency.

HHS also announced a change in its policy on public participation in rulemaking that may negatively affect the ability of industry participants to receive advance notice of and offer feedback on some policy changes.

Raimondo*.

In addition, the FBA includes several health care policy changes that are expected to impact insurance coverage obtained through the Exchanges, and a final rule issued by CMS in June 2025 makes other changes intended to address affordability, consumer protections and integrity of the Exchanges.

The June 2025 rule is the subject of legal challenges and, in August 2025, a federal district court issued a nationwide stay of several provisions.

For example, the FBA includes significant health care policy reforms that are expected to result in Medicaid spending reductions and changes in administration of state Medicaid programs.

Among other changes, the law limits eligibility for Medicaid by imposing work or community engagement requirements for adults under age 65 in Medicaid expansion states, including states with waiver-based expansions, subject to limited exceptions.

The law also makes significant changes to Medicaid financing mechanisms, including restrictions intended to reduce the federal matching funds received by state Medicaid programs, with greater restrictions in states that have expanded Medicaid.

It is difficult to predict the ultimate effects of the FBA, as it is a complex law that mandates various changes over time and we expect additional rulemaking and guidance from federal agencies regarding implementation.

However, reductions in federal matching funds and increased state obligations and administrative burden could result in state limitations on Medicaid eligibility or coverage, among other effects, particularly if states are unable to offset reductions in federal funding.

Although most of these trigger laws are not directly implicated by the FBA, some states may nonetheless consider or make changes to Medicaid expansion programs due to related budgetary pressures.

Some states are considering or have imposed

For example, the FBA includes significant health care policy reforms that are expected to result in Medicaid spending reductions and changes in administration of state Medicaid programs.

Among other changes, the law makes significant changes to Medicaid financing mechanisms, including restrictions intended to reduce the federal matching funds received by state Medicaid programs, such as limitations on provider tax arrangements and SDP arrangements.

As of December 31, 2024, we had availability of $3.486 billion under our senior secured cash flow credit facility and $4.500 billion under our senior secured asset-based revolving credit facility, after giving effect to letters of credit and borrowing base limitations.

to enable us to make payments in respect of our indebtedness.

pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

make certain investments;

sell or transfer assets;

enter into certain transactions with our affiliates.

Under our asset-based revolving credit facility, borrowing availability is subject to a borrowing base of 85% of eligible accounts receivable less customary reserves, with any reduction in the borrowing base that results in the borrowing base falling below the amount committed by the lenders thereunder commensurately reducing our ability to access this facility as a source of liquidity.

In addition, under the asset-based revolving credit facility, when (and for as long as) the combined availability under our asset-based revolving credit facility and the revolving facility under our senior secured cash flow credit facility is less than a specified amount for a certain period of time or, if a payment or bankruptcy event of default has occurred and is continuing, funds deposited into any of our depository accounts will be transferred on a daily basis into a blocked account with the administrative agent and applied to prepay loans under the asset-based revolving credit facility and to collateralize letters of credit issued thereunder.

A breach of this or any other covenant could result in a default under both the cash flow credit facility and the asset-based revolving credit facility.

If we were unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral granted to them to secure such indebtedness.

We have pledged a significant portion of our assets under our senior secured credit facilities.

not offer employment terms that are competitive with the rest of the labor market.

systems, we could be subject to penalties that may have an adverse effect on our financial condition and results of operations.

*We may not be adequately reimbursed by third-party payers for services involving new technology.*

As health care technology continues to advance, the price of purchasing new technology has significantly increased for providers.

Some payers have not adapted their payment systems to adequately cover the cost of new technology used to treat patients.

If reimbursement from third-party payers for services involving new technology does not sufficiently cover our purchasing costs, we may be unable to acquire new technology.

Even without sufficient third-party reimbursement, we may acquire or utilize new technology in order to treat our patients.

In either case, our results of operations and financial position could be adversely affected.

Such a crisis could diminish the public trust in health care

In *Loper Bright Enterprises v.

Raimondo*, the Court overruled a legal framework that gave significant judicial deference to federal agency interpretations of federal statutes.

The Court held that courts must instead exercise independent judgment when deciding whether an agency has acted within its statutory authority and that courts may not defer to an agency interpretation simply because a statute is ambiguous.

The *Loper Bright* decision and other recent decisions of the U.S. Supreme Court could have significant impacts on government agency regulation, particularly within the heavily regulated health care industry, and may have broad implications for our business.

The health care industry has been and continues to be impacted by health care reform efforts.

Subsequent legislation extended these enhanced premium tax credits through 2025.

The outcome of the 2024 federal election increases regulatory uncertainty.

Changes to the federal funding formula for Medicaid could significantly impact states that expanded Medicaid under the Affordable Care Act, especially if federal contributions for Medicaid expansion populations decrease and states are unable to offset the reductions.

require other changes if federal funding is reduced.

As another example, CMS recently finalized changes to the Medicaid fraction of the Medicare DSH payment formula that will result in lower DSH payments for many hospitals.

care programs, and/or impose additional taxes on hospitals to help finance or expand the states’ Medicaid systems.

Further, we may be impacted by developments at the federal and state levels related to Medicaid supplemental payments, which are state payments that are separate from fee-for-service base payments, and SDP arrangements, which allow states to direct certain Medicaid managed plan expenditures.

Changes to the federal funding formula for Medicaid could have a particularly significant impact on coverage and reimbursement in states that expanded Medicaid under the Affordable Care Act, as states might not be able to offset decreases in federal funding for expansion populations.

certifications of patient eligibility for home health and hospice services;

Failure to comply with these and any other comprehensive privacy laws passed at the state or federal level may result in regulatory enforcement actions, penalties and damage to our reputation.

While we strive to adhere to strict policies and procedures that comply with the TCPA, the

Federal Communications Commission, as the agency that implements and enforces the TCPA, may disagree with our interpretation of the TCPA and subject us to penalties and other consequences for noncompliance.

operations.

that are difficult to predict.

These premium tax credits were extended through 2025.

[removed: These factors include, but are not limited to, (1) changes in or related to general economic conditions nationally and regionally in our markets, including inflation and economic and business conditions (and the impact thereof on the economy, financial markets and banking industry); changes in revenues due to declining patient volumes; changes in payer mix (including increases in uninsured and underinsured patients); potential increased expenses related to labor, supply chain or other expenditures; workforce disruptions; supply shortages and disruptions (including as a result of geopolitical disruptions); and the impact of potential federal government shutdowns or interruptions in appropriation or distribution of governmental funds, (2) the impact of current and future health care public policy developments and possible changes to other federal, state or local laws and regulations affecting the health care industry, including, but not limited to, the expiration of enhanced premium tax credits for individuals eligible to purchase insurance coverage through federal and state-based health insurance marketplaces, (3) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms, (4) the effects related to the implementation of sequestration spending reductions required under the Budget Control Act of 2011, related legislation extending these reductions, and the potential for future deficit reduction legislation that may alter these spending reductions, which include cuts to Medicare payments, or create additional spending reductions, (5) the ability to achieve operating and financial targets, attain expected levels of patient volumes and revenues, and control the costs of providing services, (6) possible changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs or state directed payments, that may impact reimbursements to health care providers and insurers and the size of the uninsured or underinsured population, (7) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (8) personnel-related capacity constraints, increases in wages and the ability to attract, utilize and retain qualified management and other personnel, including affiliated physicians, nurses and medical and technical support personnel, (9) the highly competitive nature of the health care business, (10) changes in service mix, revenue mix and surgical volumes, including potential declines in the population covered under third-party payer agreements, the ability to enter into and renew third-party payer provider agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and practices, (11) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (12) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (13) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (14) changes in accounting practices, (15) the emergence of and effects related to pandemics, epidemics and outbreaks of infectious diseases or other public health crises, (16) future divestitures which may result in charges and possible impairments of long-lived assets, (17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions, (20) the impact of known and unknown government investigations, litigation and other claims that may be made against us, (21) the impact of actual and potential cybersecurity incidents or security breaches involving us or our vendors and other third parties, (22) our ongoing ability to demonstrate meaningful use of certified electronic health record technology and the impact of interoperability requirements, (23) the impact of natural disasters, such as hurricanes and floods, including Hurricanes Milton and Helene, physical risks from changing global weather patterns or similar events beyond our control on our assets and activities and the communities we serve, (24) changes in U.S. federal, state, or foreign tax laws including interpretive guidance that may be issued by taxing authorities, other standard setting bodies or judicial decisions, (25) the results of our efforts to use technology and resilience initiatives, including AI and machine learning, to drive efficiencies, better outcomes and an enhanced patient experience, and (26) other risk factors described in this annual report on Form 10-K.][added: These factors include, but are not limited to, (1) changes in or related to general economic or business conditions nationally and regionally in our markets, including inflation and the impact of trade policies, including changes in, or the imposition of, tariffs and/or trade barriers; changes in revenues resulting from declining patient volumes; changes in payer mix (including increases in uninsured and underinsured patients); potential increased expenses related to labor, pharmaceuticals, supply chain or other expenditures; workforce disruptions; supply and pharmaceutical shortages and disruptions (including as a result of tariffs or geopolitical disruptions); and the impact of federal government shutdowns, holds on or cancellations of congressionally authorized spending and interruptions in the distribution of governmental funds, (2) the impact of current and future health care public policy developments and the implementation of new, and possible changes to existing, federal, state or local laws and regulations affecting the health care industry, including the expiration at the end of 2025 of enhanced premium tax credits (“EPTCs”) for eligible individuals purchasing insurance coverage through federal and state-based health insurance marketplaces, changes in the structure and administration of, and funding for, federal and state agencies and programs, and effects of the 2025 Federal Budget Act (the “FBA”), (3) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms, (4) the effects related to the implementation of sequestration spending reductions required under the Budget Control Act of 2011, related legislation extending these reductions, and the potential for future deficit or other spending reduction legislation that may alter current spending reductions, which include cuts to Medicare payments, or impose additional spending reductions, (5) the ability to achieve operating and financial targets, develop and execute resiliency plans to offset to the extent possible impacts from the FBA, the expiration of EPTCs and tariffs, attain expected levels of patient volumes and revenues, and control the costs of providing services, (6) possible reductions or other changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs and state directed payment arrangements, any of which may negatively impact reimbursements to health care providers and insurers and the size of the uninsured or underinsured population, (7) the results of our efforts to use technology and resilience initiatives, including artificial intelligence and machine learning, to drive efficiencies, better outcomes and an enhanced patient experience, (8) increases in the amount and risk of collectability of uninsured accounts and deductibles and copayment amounts for insured accounts, (9) personnel-related capacity constraints, increases in wages and the ability to attract, utilize and retain qualified management and other personnel, including affiliated physicians, nurses and medical and technical support personnel, (10) the highly competitive nature of the health care business, (11) changes in service mix, revenue mix and service volumes, including potential declines in the population covered under third-party payer agreements, the ability to enter into and renew third-party payer provider agreements on acceptable terms and the impact of consumer-driven health plans and physician utilization trends and practices, (12) the efforts of health insurers, health care providers, large employer groups and others to contain health care costs, (13) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures, (14) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (15) changes in accounting practices, (16) the emergence of and effects related to pandemics, epidemics and outbreaks of infectious diseases or other public health crises, (17) future divestitures which may result in charges and possible impairments of long-lived assets, (18) changes in business strategy or development plans, (19) delays in receiving payments for services provided, (20) the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions, (21) the impact of known and unknown government investigations, litigation and other claims that may be made against us, (22) the impact of actual and potential cybersecurity incidents or security breaches involving us or our vendors and other third parties, (23) our ongoing ability to demonstrate meaningful use of certified electronic health record technology and the impact of interoperability requirements, (24) the impact of natural disasters, such as hurricanes and floods, including Hurricanes Milton and Helene, physical risks from changing global weather patterns or similar events beyond our control on our assets and activities and the communities we serve, (25) changes in U.S. federal, state, or foreign tax laws, interpretations of tax laws by taxing authorities, other standard setting bodies or judicial decisions, (26) changes to, and the timing and amount of future approvals (if any) of, state Medicaid directed and supplemental payments and (27) other risk factors described in this annual report on Form 10-K.]

[removed: 2024] [added: 2025] Operations Summary

Net income attributable to HCA Healthcare, Inc. totaled [removed: $5.760] [added: $6.784] billion, or [removed: $22.00] [added: $28.33] per diluted share, for [removed: 2024,] [added: 2025,] compared to [removed: $5.242] [added: $5.760] billion, or [removed: $18.97] [added: $22.00] per diluted share, for [removed: 2023.][added: 2024.]

The [added: 2025 and] 2024 results include gains on sales of facilities of [added: $37 million, or $0.12 per diluted share, and] $14 million, or $0.04 per diluted [removed: share.][added: share, respectively.]

The [removed: 2023] [added: 2025 and 2024] results include [removed: losses] [added: gains] on sales of facilities of [removed: $5] [added: $37] million, or [added: $0.12 per diluted share, and $14 million, or] $0.04 per diluted [removed: share.][added: share, respectively.]

Our provisions for income taxes for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] include tax benefits of [removed: $102] [added: $61] million, or [removed: $0.39] [added: $0.25] per diluted share, and [removed: $93] [added: $102] million, or [removed: $0.34] [added: $0.39] per diluted share, respectively, related to employee equity award settlements.

Shares used for diluted earnings per share were [removed: 261.806] [added: 239.495] million shares and [removed: 276.412] [added: 261.806] million shares for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

During [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we repurchased [removed: 17.798] [added: 26.739] million and [removed: 14.465] [added: 17.798] million shares, respectively, of our common stock.

Revenues increased [added: 7.1%] to [added: $75.600 billion for 2025 from] $70.603 billion for 2024 [added: and increased 8.7% for 2024] from $64.968 billion for 2023.

Revenues increased [removed: 8.7%] [added: 7.1%] and [removed: 7.9%,] [added: 6.6%,] respectively, on a consolidated basis and on a same facility basis for [removed: 2024,] [added: 2025,] compared to [removed: 2023.][added: 2024.]

The consolidated revenues increase can be primarily attributed to the combined impact of a [removed: 5.3%] [added: 2.9%] increase in equivalent admissions and a [removed: 3.2%] [added: 4.0%] increase in revenue per equivalent admission.

The same facility revenues increase resulted primarily from the combined impact of a [removed: 4.5%] [added: 2.4%] increase in equivalent admissions and a [removed: 3.2%] [added: 4.1%] increase in revenue per equivalent admission.

Our revenues from Medicaid state directed and supplemental payment programs totaled approximately [removed: $4.9] [added: $6.2] billion and [removed: $3.9] [added: $5.5] billion in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: During 2024, consolidated] [added: Same facility] admissions increased [removed: 5.0%] [added: 2.3% during 2025 compared to 2024] and [removed: same facility admissions] increased [removed: 4.9%,] [added: 4.9% during 2024] compared to 2023.

[removed: Inpatient] [added: Same facility inpatient] surgical volumes increased [removed: 2.2% on both a consolidated basis] [added: 0.4% during 2025 compared to 2024] and [removed: a same facility basis] [added: increased 2.2%] during [removed: 2024,] [added: 2024] compared to 2023.

[removed: Outpatient] [added: Same facility outpatient] surgical volumes declined [removed: 1.9% on a consolidated basis] [added: 0.5% during 2025 compared to 2024] and declined 1.6% [removed: on a same facility basis] during [removed: 2024,] [added: 2024] compared to 2023.

[removed: Emergency] [added: Same facility emergency] room visits increased [removed: 4.8% on a consolidated basis] [added: 1.8% during 2025 compared to 2024] and increased 4.9% [removed: on a same facility basis] during [removed: 2024,] [added: 2024] compared to 2023.

The estimated cost of total uncompensated care increased [removed: $646] [added: $239] million for [removed: 2024,] [added: 2025,] compared to [removed: 2023.][added: 2024.]

Consolidated and same facility uninsured admissions increased [removed: 1.3%] [added: 1.9%] and [removed: 1.0%,] [added: 1.2%,] respectively, and consolidated and same facility uninsured emergency room visits [removed: increased 13.8% and 13.5%, respectively,] [added: each declined 0.6%] for [removed: 2024,] [added: 2025,] compared to [removed: 2023.][added: 2024.]

Interest expense totaled [removed: $2.061] [added: $2.248] billion for [removed: 2024,] [added: 2025,] compared to [removed: $1.938] [added: $2.061] billion for [removed: 2023.][added: 2024.]

The [removed: $123] [added: $187] million increase in interest expense for [removed: 2024] [added: 2025] was primarily due to an increase in the average debt balance.

Cash flows from operating activities increased [removed: $1.083] [added: $2.122] billion, from [removed: $9.431] [added: $10.514] billion for [removed: 2023] [added: 2024] to [removed: $10.514] [added: $12.636] billion for [removed: 2024.][added: 2025.]

The increase in cash flows from operating activities was related primarily to [removed: an] [added: the combined impact of a $1.319 billion] increase in net [removed: income of $542 million,] [added: income,] excluding [removed: losses and] gains on sales of [removed: facilities,] [added: facilities] and [removed: a] [added: depreciation and amortization,] positive [removed: change] [added: changes] in working capital [removed: items] of [removed: $351 million, mainly from] [added: $524 million and] a decline in [removed: inventories and other assets.][added: income taxes paid of $104 million.]

Estimates of contractual [removed: allowances] [added: adjustments] under managed care health plans are based upon the payment terms specified in the related contractual agreements.

We have invested significant resources to refine and improve our billing systems and the information system data used to make contractual [removed: allowance] [added: adjustment] estimates.

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization) | | $ | [removed: 60,056] [added: 63,635] | | | $ | [removed: 55,341] [added: 60,056] | | | $ | [removed: 51,180] [added: 55,341] | |

| Cost-to-charges ratio (patient care costs as percentage of gross patient charges) | | | [removed: 10.1] [added: 9.6] | % | | | [removed: 10.5] [added: 10.1] | % | | | [removed: 11.0] [added: 10.5] | % |

| Total uncompensated care | | $ | [removed: 43,231] [added: 47,966] | | | $ | [removed: 35,426] [added: 43,231] | | | $ | [removed: 31,734] [added: 35,426] | |

| Multiply by the cost-to-charges ratio | | | [removed: 10.1] [added: 9.6] | % | | | [removed: 10.5] [added: 10.1] | % | | | [removed: 11.0] [added: 10.5] | % |

| Estimated cost of total uncompensated care | | $ | [removed: 4,366] [added: 4,605] | | | $ | [removed: 3,720] [added: 4,366] | | | $ | [removed: 3,491] [added: 3,720] | |

*Professional Liability [removed: Claims*][added: Reserves*]

Our facilities are insured by [added: one of] our insurance [removed: subsidiary] [added: subsidiaries] for losses up to [removed: $80] [added: $110] million per occurrence [removed: ($110] [added: ($120] million effective January 1, [removed: 2025),] [added: 2026),] subject, in most cases, to a $15 million per occurrence self-insured retention.

Provisions for losses related to professional liability risks were [removed: $627] [added: $651] million, [removed: $619] [added: $627] million and [removed: $517] [added: $619] million for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

The estimated reserve ranges, net of amounts receivable under reinsurance contracts, were [removed: $1.855] [added: $1.883] billion to [removed: $2.221] [added: $2.251] billion at December 31, [removed: 2024] [added: 2025] and [removed: $1.863] [added: $1.855] billion to [removed: $2.230] [added: $2.221] billion at December 31, [removed: 2023.][added: 2024.]

Our estimated reserves for professional liability [removed: claims] [added: risks] may change significantly if future claims differ from expected trends.

A 2.5% change in the expected frequency trend could be reasonably likely and would increase the reserve estimate by [removed: $31] [added: $33] million or reduce the reserve estimate by [removed: $30] [added: $32] million.

A 2.5% change in the expected claim severity trend could be reasonably likely and would increase the reserve estimate by [removed: $121] [added: $126] million or reduce the reserve estimate by [removed: $113] [added: $117] million.

We believe adequate reserves have been recorded for our professional liability [removed: claims;] [added: risks;] however, due to the complexity of the claims, the extended period of time to resolve the claims and the wide range of potential outcomes, our ultimate liability for professional liability [removed: claims] [added: risks] could change by more than the estimated sensitivity amounts and could change materially from our current estimates.

*Professional Liability [removed: Claims] [added: Reserves] (continued)*

*Advance Our Digital and Artificial Intelligence Capabilities.* We are investing in digital, data, and artificial intelligence capabilities to improve clinical quality, enhance the experience of our patients and colleagues, and drive operational efficiency at scale.

We are focused on developing and deploying secure, enterprise-grade digital and AI-enabled solutions that support clinical decision-making, streamline workflows, reduce administrative burden, and improve the coordination of care.

Our strategy emphasizes the use of standardized data platforms, advanced analytics, and responsible AI practices to enable scalable innovation across clinical, operational, and administrative functions, while maintaining appropriate governance, privacy, and security controls.

We believe these investments will help us improve patient outcomes, address workforce challenges, enhance efficiencies, and strengthen our ability to deliver high-quality, cost-effective care over the long term.

However, our ability to realize these expected benefits is subject to known and unknown risks and uncertainties.

| | | 2025 | | | | 2024 | | | | 2023 | | |

| | | 2025 | | | | 2024 | | | | 2023 | | |

Some states make additional payments to providers through the Medicaid program that are separate from base payments.

These payments may be in the form of payments, such as upper payment limit payments, that are intended to address the difference between Medicaid fee-for-service payments and Medicare reimbursement rates, or payments under other programs that vary by state under waivers authorized by Section 1115 of the Social Security Act.

In addition, many states have implemented state directed payment (“SDP”) arrangements to direct certain Medicaid managed care plan expenditures.

These payments are generally authorized by the Centers for Medicare & Medicaid Services (“CMS”) and subject to periodic extension or reapproval.

Most states in which we receive payment have adopted statewide or local provider taxes to fund the non-federal share of Medicaid programs.

SDP arrangements and other additional payments supplement Medicaid base rates, which combined are generally insufficient to cover the cost of care provided to Medicaid beneficiaries after accounting for the costs of financing the non-federal share of Medicaid payments, such as the state or local provider taxes levied.

*Revenue/Volume Trends (continued)*

Further, the FBA makes significant changes to Medicaid financing mechanisms, including limitations on provider taxes and SDP arrangements.

However, the FBA grandfathers certain SDP arrangements, including those for which an application form was submitted to CMS prior to July 4, 2025, for the rating period occurring within 180 days of July 4, 2025, and those that received approval or made a good faith effort to receive approval from CMS prior to May 1, 2025.

Certain states in which we operate have submitted application forms to CMS for approval where the grandfathered payments we receive could be impacted, and in some instances, increased.

Beginning with the rating period on or after January 1, 2028, grandfathered payments will be reduced by 10 percentage points annually until they reach the allowable payment limits.

Some states have received approval of grandfathered applications, but we are unable to predict the timing or extent of any additional approvals by CMS and the resulting recognition of the related revenues.

Excluding the expected impact of any additional approvals, we expect revenues from SDP arrangements to decline in 2026 compared to 2025.

We also expect certain administrative reforms relating to the Exchanges and the expiration of the enhanced premium tax credits at the end of 2025 to adversely affect our results of operations in 2026, offset in part by our ongoing resiliency efforts.

| | | 2025 | | | | | | | | 2024 | | | | | | | | 2023 | | | | | | |

| | | 2025 | | | | 2024 | | | | 2023 | | |

Net income attributable to HCA Healthcare, Inc. totaled $6.784 billion, or $28.33 per diluted share, for 2025, compared to $5.760 billion, or $22.00 per diluted share, for 2024.

Our provisions for income taxes for 2025 and 2024 include tax benefits of $61 million, or $0.25 per diluted share, and $102 million, or $0.39 per diluted share, respectively, related to employee equity award settlements.

Shares used for diluted earnings per share were 239.495 million shares and 261.806 million shares for the years ended December 31, 2025 and 2024, respectively.

During 2025 and 2024, we repurchased 26.739 million and 17.798 million shares, respectively, of our common stock.

Revenues increased 7.1% to $75.600 billion for 2025 from $70.603 billion for 2024.

Our revenues from Medicaid state directed and supplemental payment programs totaled approximately $6.2 billion and $5.5 billion in 2025 and 2024, respectively.

The increase in supply costs per equivalent admission for medical devices is primarily related to cardiovascular technologies.

The decline in supply costs per equivalent admission for pharmacy supplies is primarily related to a decrease in the costs of certain drugs.

Results of Operations (continued)

The decline in the effective tax rate for 2025 is due to a net increase in our 2024 tax provision related to an internal restructuring of certain affiliates and adjustments to our liability for unrecognized tax benefits.

Our provisions for income taxes for 2025 and 2024 included tax benefits of $61 million and $102 million, respectively, related to employee equity award settlements.

We had negative working capital of $567 million at December 31, 2025 and positive working capital of $1.237 billion at December 31, 2024.

The decline in working capital is primarily due to the decline of $893 million in cash and cash equivalents and an increase in current liabilities of $1.173 billion, including $2.207 billion of outstanding commercial paper notes (short-term borrowings).

We have the ability to refinance our outstanding commercial paper notes with our senior unsecured credit facility on a long-term basis.

Excluding the impact of our outstanding commercial paper notes, our working capital at December 31, 2025 would have been $1.640 billion.

During 2025, we entered into a new credit agreement that provides for $8.000 billion of senior unsecured revolving credit commitments with a term of five years (“senior unsecured credit facility”).

Borrowings under the senior unsecured credit facility bear interest at a rate equal to the Secured Overnight Financing Rate plus 1.125% (plus, until October 23, 2025, a 0.10% credit spread adjustment, as the unsecured credit facility was amended on that date to remove the credit spread adjustment).

We recorded an increase to the provision for professional liability risks of $40 million during 2023 and a reduction to the provision for professional liability risks of $55 million for 2022, due to the receipt of updated actuarial information.

Revenues increased 8.7% to $70.603 billion for 2024 from $64.968 billion for 2023 and increased 7.9% for 2023 from $60.233 billion for 2022.

Some state Medicaid programs use, or have applied to use, waivers granted by CMS to implement Medicaid expansion, impose different eligibility or enrollment restrictions, or otherwise implement programs that vary from federal standards.

We receive supplemental payments in several states.

In May 2024, CMS issued a final rule related to Medicaid managed care programs that addresses access, financing and quality within these programs.

This final rule addresses aspects of state directed program arrangements with new and updated requirements to ensure a more consistent and transparent approach for participating states.

The various elements of the rule take effect between issuance and early 2028.

Because deliberations about these programs are ongoing, we are unable to estimate the financial impact the program structure modifications and other program changes, if any, may have on our results of operations.

| Losses on retirement of debt | | | — | | | | — | | | | — | | | | — | | | | 78 | | | | 0.1 | |

The 1.2% increase in other operating expenses, as a percentage of revenues for 2024 compared to 2023, was primarily related to increased costs for state provider fees in certain states, professional fees and repairs and maintenance, primarily related to remediation activities in certain hospitals in the state of Florida in response to Hurricane Milton.

Provisions for losses related to professional liability risks were $627 million and $619 million for 2024 and 2023, respectively.

We recorded an increase of $40 million, or $0.11 per diluted share, during 2023 to our provision for professional liability risks related to the receipt of updated actuarial information.

The effective tax rate computations exclude net income attributable to noncontrolling interests as it relates to consolidated partnerships.

The decrease in inventories during 2024 was the result of a targeted effort by our supply chain management to manage and reduce the inventory levels carried in our facilities.

Working capital totaled $1.237 billion at December 31, 2024 and $2.272 billion at December 31, 2023.

The decline in working capital is primarily due to the $2.274 billion increase in long-term debt due within one year, offset by an increase of $998 million in cash and cash equivalents and an increase of $793 million in accounts receivable.

The increase in distributions in 2022 was related to the sale of a controlling interest in a subsidiary of our group purchasing organization.

During 2024, we issued $4.500 billion aggregate principal amount of senior notes comprised of (i) $1.000 billion aggregate principal amount of 5.450% senior notes due 2031 (the “Existing 2031 Notes”), (ii) $1.300 billion aggregate principal amount of 5.600% senior notes due 2034, (iii) $1.500 billion aggregate principal amount of 6.000% senior notes due 2054 and (iv) $700 million aggregate principal amount of 6.100% senior notes due 2064.

The New 2031 Notes represent a further issuance of our Existing 2031 Notes, issued during February 2024, and together with the New 2031 Notes, the aggregate principal amount of these notes is $1.750 billion.

HCA Inc., a direct wholly-owned subsidiary of HCA Healthcare, Inc., is the primary obligor under a substantial portion of our indebtedness, including our senior secured credit facilities and senior notes.

The senior secured credit facilities are fully and unconditionally guaranteed on a senior secured basis by substantially all existing and future, direct and indirect, 100% owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our senior secured asset-based revolving credit facility).

During 2022, the conditions in the senior secured indentures to permit the permanent release of the subsidiary guarantees and all collateral securing the senior secured notes were met.

The subsidiary guarantees and collateral securing our senior secured credit facilities were not affected.

Following this release of the subsidiary guarantees and collateral securing the senior secured notes, summarized financial information for HCA Healthcare, Inc., HCA Inc. and the subsidiary guarantors, and information about the subsidiary guarantees and affiliates whose securities were pledged as collateral are no longer required to be presented.

Our variable debt is comprised primarily of amounts outstanding under the senior secured credit facilities.

At December 31, [removed: 2024,] [added: 2025,] we operated 190 hospitals, comprised of [removed: 180 general,] [added: 179 general] acute care [removed: hospitals; six] [added: hospitals, seven] behavioral [removed: hospitals;] [added: hospitals,] and four rehabilitation hospitals.

In addition, we operated [removed: 124] [added: 121] freestanding ambulatory surgery centers [removed: ("ASCs")] [added: (“ASCs”)] and [removed: 26] [added: 31] freestanding endoscopy centers.

Our facilities are located in [removed: 20] [added: 19] states and England.

We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the [added: Securities] Exchange [removed: Act,] [added: Act of 1934,] as [added: amended, as] soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

Our Code of Conduct is available free of charge upon request to our Investor Relations Department, HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee 37203, and is also available on the [removed: Ethics and Compliance and] Governance Documents [removed: portion] [added: page within the Governance section] of our [added: investor relations] website at [removed: www.hcahealthcare.com.][added: investor.hcahealthcare.com.]

continue to utilize economies of scale to grow the Company; [removed: and]

pursue a disciplined development [removed: strategy.][added: strategy; and]

At December 31, [removed: 2024,] [added: 2025,] we owned and operated [removed: 180] [added: 179] general, acute care hospitals with [removed: 49,114] [added: 50,436] licensed beds.

At December 31, [removed: 2024,] [added: 2025,] we operated [removed: six] [added: seven] behavioral hospitals with [removed: 602] [added: 714] licensed beds.

If any of these risks occur, our business, financial position, results of operations, cash flows or prospects could be [removed: materially,] [added: materially and] adversely affected.

[removed: Our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to] react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations.

Our operations could be impaired by a failure [added: in or breach] of our information [removed: systems.][added: systems or those of third parties on whose systems our business relies.]

Health care technology initiatives, particularly those related to sharing patient data and interoperability and [removed: artificial intelligence (“AI”),] [added: AI,] involve risks that may adversely affect our operations.

Our business and operations are subject to risks related to [removed: changing global] [added: hurricanes, extreme] weather [removed: patterns.][added: events or other natural disasters.]

Our overall business results may suffer during periods of [added: significant inflation,] general economic weakness or [removed: recessions.][added: recessions or as a result of changing governmental policies.]

[removed: Hospital] [added: For example, hospital] revenues depend upon inpatient occupancy levels, the medical and ancillary services ordered by physicians and [added: other professionals and] provided to patients, the volume of outpatient procedures and the charges or reimbursement rates for such services.

Reimbursement rates for inpatient and outpatient services vary significantly depending on the type of third-party payer, the type of service (e.g., medical/surgical, intensive care or psychiatric) and the geographic location of the [removed: hospital.][added: facility.]

Our revenues by primary third-party payer classification and other (including uninsured patients) for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] are summarized in the following table (dollars in millions):

| | | [removed: 2024] [added: 2025] | | | | Ratio | | | | [removed: 2023] [added: 2024] | | | | Ratio | | | | [removed: 2022] [added: 2023] | | | | Ratio | | |

| Medicare | | $ | [removed: 10,780] [added: 11,273] | | | | [removed: 15.3] [added: 14.9] | % | | $ | [removed: 10,585] [added: 10,780] | | | | [removed: 16.3] [added: 15.3] | % | | $ | [removed: 10,447] [added: 10,585] | | | | [removed: 17.3] [added: 16.3] | % |

| Managed Medicare | | | [removed: 11,987] [added: 13,435] | | | | [removed: 17.0] [added: 17.8] | | | | [removed: 10,496] [added: 11,987] | | | | [removed: 16.2] [added: 17.0] | | | | [removed: 9,201] [added: 10,496] | | | | [removed: 15.3] [added: 16.2] | |

| Medicaid | | | [removed: 4,678] [added: 5,909] | | | | [removed: 6.6] [added: 7.8] | | | | [removed: 3,606] [added: 4,678] | | | | [removed: 5.6] [added: 6.6] | | | | [removed: 2,636] [added: 3,606] | | | | [removed: 4.4] [added: 5.6] | |

| Managed Medicaid | | | [removed: 3,980] [added: 3,693] | | | | [removed: 5.6] [added: 4.9] | | | | [removed: 3,879] [added: 3,980] | | | | [removed: 6.0] [added: 5.6] | | | | [removed: 3,998] [added: 3,879] | | | | [removed: 6.6] [added: 6.0] | |

| Managed care and other insurers | | | [removed: 34,954] [added: 36,968] | | | | [removed: 49.5] [added: 48.9] | | | | [removed: 31,819] [added: 34,954] | | | | [removed: 49.0] [added: 49.5] | | | | [removed: 29,120] [added: 31,819] | | | | [removed: 48.3] [added: 49.0] | |

| International (managed care and other insurers) | | | [removed: 1,682] [added: 1,864] | | | | [removed: 2.4] [added: 2.5] | | | | [removed: 1,509] [added: 1,682] | | | | [removed: 2.3] [added: 2.4] | | | | [removed: 1,317] [added: 1,509] | | | | [removed: 2.2] [added: 2.3] | |

| Other | | | [removed: 2,542] [added: 2,458] | | | | [removed: 3.6] [added: 3.2] | | | | [removed: 3,074] [added: 2,542] | | | | [removed: 4.6] [added: 3.6] | | | | [removed: 3,514] [added: 3,074] | | | | [removed: 5.9] [added: 4.6] | |

| Revenues | | $ | [removed: 70,603] [added: 75,600] | | | | 100.0 | % | | $ | [removed: 64,968] [added: 70,603] | | | | 100.0 | % | | $ | [removed: 60,233] [added: 64,968] | | | | 100.0 | % |

Our [removed: hospitals] [added: facilities] generally offer discounts from established charges to certain group purchasers of health care services, including private health insurers, employers, health maintenance organizations (“HMOs”), preferred provider organizations (“PPOs”) and other managed care plans, including health plans offered through the Exchanges.

In addition to the reimbursement reductions and adjustments discussed below, the Budget Control Act of 2011 (the “BCA”) requires automatic spending reductions to reduce the federal deficit, resulting in a uniform percentage reduction across all Medicare programs of 2% per fiscal year that extends through the first [removed: eight] [added: five] months of federal fiscal year [removed: 2032.][added: 2033.]

We anticipate that the federal deficit will continue to place pressure on government health care programs, and it is possible that future [removed: deficit reduction] legislation will impose additional spending reductions.

For federal fiscal year [removed: 2024,] [added: 2025,] the Centers for Medicare & Medicaid Services (“CMS”) increased the MS-DRG payment rates by approximately [removed: 3.1%.][added: 2.9%.]

This increase reflected a market basket update of [removed: 3.3%,] [added: 3.4%,] reduced by a [removed: 0.2] [added: 0.5] percentage point productivity adjustment.

For federal fiscal year [removed: 2025,] [added: 2026,] CMS increased the MS-DRG payment rates by approximately [removed: 2.9%.][added: 2.6%.]

This increase [removed: reflects] [added: reflected] a market basket [removed: update] [added: increase] of 3.4%, reduced by a 0.5 percentage point productivity adjustment.

CMS [added: has discontinued the low wage index policy and] addressed the impact of the [added: court] decision prospectively in its final [removed: rule] [added: rules] updating inpatient hospital payment rates and policies for federal fiscal [removed: year 2025,] [added: years 2025 and 2026,] but it is not yet clear how the agency will address the impact the low wage policy had in 2020 through 2024.

Hospitals that do not demonstrate meaningful use of [removed: electronic health records (“EHRs”)] [added: EHRs] are subject to a 75% reduction of the market basket update.

[removed: Hospitals are scored on a number of] individual measures that are categorized into four domains: clinical outcomes; efficiency and cost reduction; safety; and person and community engagement.

For calendar year [removed: 2024,] [added: 2025,] CMS increased payment rates under the outpatient PPS by an estimated [removed: 3.1%.][added: 2.9%.]

This increase [removed: reflected] [added: reflects] a market basket increase of 3.3%, reduced by a [removed: 0.2] [added: 0.7] percentage point productivity adjustment.

For calendar year [removed: 2025,] [added: 2026,] CMS increased payment rates by an estimated [removed: 2.9%.][added: 2.6%.]

advance our digital and artificial intelligence (“AI”) capabilities.

Our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to

Failure to effectively manage change associated with our technology, resiliency and other initiatives, including with respect to the implementation of a new electronic health record (“EHR”) platform, may adversely affect our business, services and results of operations.

Health care facility revenues depend on many factors, some of which vary by provider type.

Hospitals are scored on a number of

This 0.5% reduction began in calendar year 2026 and was expected to continue for approximately 16 years, but CMS has indicated that it may accelerate this timeline by implementing a larger reduction beginning in calendar year 2027.

In addition, CMS finalized a rule in November 2025 that, beginning in calendar year 2026, will phase out over three years the Medicare inpatient-only list, which is a list of procedures eligible to be reimbursed by Medicare only if performed in an inpatient setting.

As a result, these procedures will also become eligible for Medicare reimbursement if performed in outpatient settings.

Beginning in calendar year 2026, CMS expanded this policy by also applying the Physician Fee Schedule rate to drug administration services furnished in excepted off-campus provider-based departments.

For example, as part of the November 2025 final rule that established a three-year phase-out of the Medicare inpatient-only list, CMS expanded the list of procedures reimbursable by Medicare in the ASC setting to include many procedures that were previously categorized as inpatient-only.

Unless CMS extends this approach or adopts another payment update mechanism, ASC payment rates will be adjusted based on the consumer price index beginning in calendar year 2027.

While RVUs

These financial incentives are not available for calendar year 2027 but restart for calendar year 2028.

As required by statute, beginning in calendar year 2026, CMS has established two separate conversion factors: one for items and services furnished by qualifying APM participants, and another for non-qualifying practitioners.

These positive updates are driven by, among other factors, adjustments mandated by statute, including a temporary 2.5% increase for calendar year 2026 required by the 2025 Federal Budget Act (the “FBA”) enacted on July 4, 2025.

In addition to the payment changes above, CMS finalized an efficiency adjustment of negative 2.5% for calendar year 2026 that will apply to several thousand non-time-based billing codes for services that CMS believes are likely to have become more efficient over time, such as surgical procedures, diagnostic imaging interpretation, and orthopedic services.

Time-based codes, such as those for evaluation and management services, and other codes on an exemption list are not subject to the adjustment.

CMS intends to calculate and apply an efficiency adjustment every three years.

CMS is implementing a new payment and service delivery model, the Wasteful and Inappropriate Service Reduction (“WISeR”) model, in six states in 2026, including Texas.

Under the WISeR model, CMS will contract with technology vendors tasked with using enhanced technologies, including AI, to address compliance with Medicare coverage criteria for selected items and services, which are generally lower acuity procedures, under traditional fee-for-service Medicare.

Providers will be required to submit prior authorization requests for the selected items and services or claims will be subject to post-service, pre-payment medical review.

Participating technology vendors will receive a percentage of the cost savings resulting from their reviews, adjusted based on performance measures.

The model will run for six performance years.

Most states have completed the process of unwinding the continuous enrollment provision.

Significant changes are expected in state Medicaid programs as a result of the FBA, including anticipated decreases in Medicaid enrollment.

Among other changes, the law limits eligibility for Medicaid by imposing work or community engagement requirements for adults under age 65 in the Medicaid expansion states, including states with waiver-based expansions, subject to limited exceptions.

State compliance is required by December 31, 2026, but states may choose to implement the mandate earlier.

In addition, the FBA increases the frequency of eligibility redeterminations to every six months for adults in Medicaid expansion states, including waiver-based expansion states, starting for redeterminations scheduled on or after December 31, 2026, and increases cost-sharing obligations for enrollees in those states beginning in federal fiscal year 2029.

The FBA is expected to decrease federal Medicaid spending, including as a result of changes to Medicaid eligibility policies and changes to Medicaid financing mechanisms, such as limitations on provider tax arrangements.

For states to be able to draw down federal Medicaid matching funds based on the revenues from provider taxes, the taxes must satisfy federal requirements, including that the taxes be broad-based, uniform and not hold taxpayers “harmless,” subject to limited exceptions.

The FBA includes restrictions on provider tax arrangements intended to reduce the federal matching funds received by state Medicaid programs, with greater restrictions in states that have expanded Medicaid, including states with waiver-based expansions.

Anticipated CMS rulemaking is expected to bring increased clarity to implementation and subsequent revenue impacts.

The FBA prohibits states from establishing new provider taxes or increasing rates of existing provider taxes for state fiscal years beginning on or after October 1, 2026.

Beginning in fiscal year 2028, the law reduces the 6% safe harbor limit by 0.5% annually in Medicaid expansion states until the safe harbor limit in those states reaches 3.5% in federal fiscal year 2032, subject to exceptions.

In addition, the FBA limits the structure and applicability of provider taxes, such that some taxes on managed care organizations and providers permitted prior to the enactment of the FBA are no longer permissible, subject to transition periods.

The FBA also impacts state directed payment arrangements, as further discussed below.

Many states are facing increasing or evolving budgetary pressures, including as a result of the FBA and other recent federal actions.

For example, CMS is expected to issue additional rulemaking and guidance regarding implementation of the FBA, and CMS administrators may in the future allow states to impose additional eligibility or enrollment restrictions.

These trigger laws vary and most are not directly implicated by the FBA, but some states nonetheless may consider or make changes to Medicaid expansion programs due to related budgetary pressures.

Each state Medicaid program must deny payments to providers for the treatment of health

We may not be adequately reimbursed by third-party payers for services involving new technology.

This adjustment will start in calendar year 2026 and continue for approximately 16 years.

*Home Health*

CMS reimburses home health agencies under the Home Health PPS.

Home health agencies are paid a national, standardized 30-day period payment rate if a period of care meets a certain threshold of home health visits (periods of care that do not meet the visit threshold are paid a per-visit payment rate for the discipline providing care).

The daily home health payment rate is adjusted for case-mix and area wage levels.

An outlier adjustment may be paid for periods of care where costs exceed a specific threshold amount.

Each calendar year, home health payment rates are updated using a market basket index, which is reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.

For calendar year 2024, CMS increased home health payment rates by 0.8%, based on a home health payment update percentage of 3.0%, which reflected a 3.3% market basket increase, reduced by a 0.3 percentage point productivity adjustment, among other changes.

For calendar year 2025, total Medicare payments to home health agencies are anticipated to increase by 0.5%.

This increase is based on a home health payment update percentage of 2.7%, which reflects a 3.2% market basket increase, reduced by a 0.5 percentage point productivity adjustment, among other adjustments.

Home health agencies that do not submit required quality data are subject to a 2.0 percentage point reduction to the market basket update.

In addition, home health agencies are required to submit a one-time Notice of Admission (“NOA”) for each patient that establishes that the beneficiary is under a Medicare home health period of care.

Failure to submit the NOA within five calendar days from the start of care results in a reduction to the 30-day period payment amount for each day from the start of care date until the date the NOA is submitted.

Under the nationwide Home Health Value-Based Purchasing (“HHVBP”) Model, home health agencies receive increases or reductions to their Medicare fee-for-service payments of up to 5%, based on performance against specific quality measures relative to the performance of other home health providers.

Data collected in each performance year will impact Medicare payments two years later.

Payment of claims for home health services may be impacted by the Review Choice Demonstration, a program intended to identify and prevent home health services fraud, reduce the number of Medicare appeals, and improve provider compliance with Medicare program requirements.

The program currently applies only to home health agencies in certain states, including North Carolina, Florida and Texas.

Providers in these states may select either pre-claim review or post-payment review.

Home health agencies that maintain high levels of compliance are eligible for additional options that may be less burdensome.

*Hospice*

Medicare beneficiaries who have a terminal illness and a life expectancy of six months or less may elect to receive hospice benefits (palliative care) instead of standard coverage of treatment for the terminal illness and related conditions.

Hospice services are paid under the Hospice PPS, under which CMS sets a daily rate for each day a patient is enrolled in the hospice benefit.

The daily rate depends on the level of care provided to a patient (routine home care, continuous home care, inpatient respite care, or general inpatient care).

Daily rates are adjusted for factors such as area wage levels.

Each federal fiscal year, hospice payment rates are updated using the hospital inpatient market basket index, which is reduced by a productivity adjustment based on the BLS 10-year moving average of changes in specified economy-wide productivity.

For federal fiscal year 2024, CMS increased hospice payment rates by 3.1%, which reflected a 3.3% market basket update, reduced by a 0.2 percentage point productivity adjustment.

For federal fiscal year 2025, CMS increased hospice payment rates by 2.9%, which reflects a 3.4% market basket update, reduced by a 0.5 percentage point productivity adjustment.

Hospices that fail to satisfy quality reporting requirements receive a 4.0 percentage point reduction to the market basket update.

Overall payments made by Medicare to each hospice are subject to an inpatient cap and an aggregate cap.

The inpatient cap limits the number of days of inpatient care (general inpatient and respite) for which Medicare will pay up to a maximum of 20% of total patient care days.

Days in excess of the limitation are paid at the routine home care rate.

The aggregate cap limits the amount of Medicare reimbursement a hospice may receive for an individual patient in a given year.

The aggregate cap is updated annually.

In federal fiscal year 2025, the aggregate cap is $34,465.34.

If a hospice’s Medicare payments exceed its inpatient or aggregate caps, it must repay Medicare for the excess amount.

Average payment rates under the Physician Fee Schedule will be reduced by approximately 2.9% in calendar year 2025.

Under both tracks, performance data collected in each performance year affects Medicare payments two years later.

The incentive payments were initially set to expire after the 2023 performance year (with associated payments in 2025), but were extended for one year at a lower rate.

After the 2024 performance year and associated payments in 2026, Advanced APM incentive payments will no longer be available.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 248,341,900] [added: 223,622,200] outstanding shares of the Registrant’s common stock.

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the common stock held by nonaffiliates was approximately [removed: $60.369] [added: $63.269] billion.

Portions of the Registrant’s definitive proxy materials for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| Item 1A. | [Risk Factors](#tx32297_2) | [removed: 32] [added: 33] |

| Item 1B. | [Unresolved Staff Comments](#tx32297_3) | [removed: 50] [added: 52] |

| Item 1C. | [Cybersecurity](#item_1c_cybersecurity) | [removed: 50] [added: 52] |

| Item 2. | [Properties](#properties) | [removed: 52] [added: 54] |

| Item 3. | [Legal Proceedings](#legal_proceedings) | [removed: 52] [added: 54] |

| Item 4. | [Mine Safety Disclosures](#mine_safety_disclosures) | [removed: 52] [added: 54] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5) | [removed: 53] [added: 55] |

| Item 6. | [\[Reserved\]](#item_6) | [removed: 54] [added: 56] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7) | [removed: 55] [added: 57] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market Risk](#item_7a) | [removed: 69] [added: 72] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8) | [removed: 70] [added: 73] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9) | [removed: 70] [added: 73] |

| Item 9A. | [Controls and Procedures](#item_9a) | [removed: 70] [added: 73] |

| Item 9B. | [Other Information](#item_9b) | [removed: 72] [added: 75] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c) | [removed: 72] [added: 75] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10) | [removed: 73] [added: 76] |

| Item 11. | [Executive Compensation](#item_11) | [removed: 73] [added: 76] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12) | [removed: 73] [added: 76] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13) | [removed: 74] [added: 77] |

| Item 14. | [Principal Accountant Fees and Services](#item_14) | [removed: 74] [added: 77] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#item_15)] [added: Schedules](#exhibits_and_financial_statement_sch)] | [removed: 75] [added: 78] |

| Item 16. | [Form 10-K Summary](#item_16) | [removed: 87] [added: 88] |

| | [Signatures](#signatures) | [removed: 88] [added: 89] |

The Audit and Compliance Committee periodically reviews our [removed: data security programs,] [added: information technology systems,] including cybersecurity processes and procedures regarding cybersecurity threats, [added: data protection and privacy matters,] AI, disaster recovery and critical business continuity, and reviews our programs and plans that management has established to monitor compliance with [added: cybersecurity,] data [removed: security] [added: protection and privacy] compliance programs and test emergency operations preparedness.

The Audit and Compliance Committee also receives reports regarding risks associated with our [removed: data security programs] [added: information technology systems] and management’s plans for monitoring and testing compliance with [added: cybersecurity,] data [removed: security] [added: protection and privacy] regulations.

The Audit and Compliance Committee meetings take place on a quarterly basis and include a report from our Chief [added: Information] Security Officer [removed: ("CSO")] [added: (“CISO”)] regarding our security programs, including (i) the status on activities under way to support our security strategy, (ii) an overview of the current threat landscape, including emerging threats and trends that may affect us, (iii) key performance measures of security operations and (iv) general security program needs.

We seek to leverage a comprehensive risk management program aligned with the National Institute of [added: Standards and] Technology Cybersecurity Framework 2.0 that encompasses a structured approach to assess, identify, and manage cyber and information security risks.

The [removed: CSO] [added: CISO] participates with other senior officers, including the Chief Executive Officer, Chief Information Officer, Chief Financial Officer, Chief Legal and Administrative Officer, Chief Ethics and Compliance [removed: Officer] [added: Officer, Senior Vice President - Internal Audit Services] and others on our risk management committee, which develops and coordinates enterprise cybersecurity and information security policy and strategy, and provides guidance to senior management.

These efforts may include due diligence to assess the party’s cybersecurity practices, controls, and compliance with relevant statutes and regulations; the use of contractual agreements that outline certain cybersecurity requirements; and [removed: using] [added: use of] outside services to perform ongoing monitoring of select suppliers and third-party service providers.

[removed: No] [added: To date, no] risks from cybersecurity threats or previous cybersecurity incidents have materially affected our business strategy, results of operations, or financial condition.

The following table lists, by state, the number of hospitals (general, acute care, behavioral and rehabilitation) directly or indirectly owned and operated by us as of December 31, [removed: 2024:][added: 2025:]

| New Hampshire | | | [removed: 3] [added: 4] | | | | [removed: 432] [added: 768] | |

| North Carolina | | | 7 | | | | [removed: 1,219] [added: 1,292] | |

| South Carolina | | | 4 | | | | [removed: 1,054] [added: 1,121] | |

In addition to the hospitals listed in the above table, we directly or indirectly operate [removed: 124] [added: 121] ASCs and [removed: 26] [added: 31] freestanding endoscopy centers.

We maintain our headquarters in approximately [removed: 2,031,000] [added: 2,002,000] square feet of space in the Nashville, Tennessee area.

| California | | | 3 | | | | 1,402 | |

| Colorado | | | 7 | | | | 2,625 | |

| Florida | | | 47 | | | | 13,384 | |

| Missouri | | | 5 | | | | 1,073 | |

| Tennessee | | | 12 | | | | 2,698 | |

| Texas | | | 55 | | | | 14,595 | |

| Utah | | | 8 | | | | 1,063 | |

| | | | 190 | | | | 50,436 | |

| California | | | 4 | | | | 1,660 | |

| Colorado | | | 7 | | | | 2,602 | |

| Florida | | | 46 | | | | 13,221 | |

| Indiana | | | 1 | | | | 278 | |

| Missouri | | | 5 | | | | 1,080 | |

| Tennessee | | | 13 | | | | 2,651 | |

| Texas | | | 54 | | | | 14,316 | |

| Utah | | | 8 | | | | 1,057 | |

| | | | 190 | | | | 49,985 | |

Twelve of our general, acute care hospitals and five of our other properties have been mortgaged to support our obligations under our senior secured cash flow credit facility.

During January [removed: 2023,] [added: 2024,] January [removed: 2024] [added: 2025] and January [removed: 2025,] [added: 2026,] our Board of Directors authorized share repurchase programs for up to [removed: $3 billion,] $6 [added: billion, $10] billion and $10 billion, respectively, of the Company’s outstanding common stock.

The January [removed: 2023] [added: 2024] authorization was completed during [removed: 2024,] [added: 2025,] and at December 31, [removed: 2024,] [added: 2025,] there was [removed: $764] [added: $750] million of share repurchase authorization that remained available under the January [removed: 2024] [added: 2025] authorization.

All repurchases made during the fourth quarter of [removed: 2024,] [added: 2025,] as detailed below, were made pursuant to the January [removed: 2024] [added: 2025,] share repurchase authorization and were made in the open market.

The following table provides certain information with respect to our repurchases of common stock from October 1, [removed: 2024] [added: 2025] through December 31, [removed: 2024] [added: 2025] (dollars in millions, except per share amounts).

During [removed: 2024,] [added: 2025,] our Board of Directors declared four quarterly dividends of [removed: $0.66] [added: $0.72] per share, or [removed: $2.64] [added: $2.88] per share in the aggregate, on our common stock.

On January [removed: 23, 2025,] [added: 26, 2026,] our Board of Directors declared a quarterly dividend of [removed: $0.72] [added: $0.78] per share on our common stock payable on March 31, [removed: 2025] [added: 2026] to stockholders of record at the close of business on March 17, [removed: 2025.][added: 2026.]

At the close of business on January [removed: 31, 2025,] [added: 23, 2026,] there were approximately [removed: 460] [added: 490] holders of record of our common stock.

[removed: ][added: ]

| | | [removed: 12/31/2019 | | | |] 12/31/2020 | | | | 12/31/2021 | | | | 12/31/2022 | | | | 12/31/2023 | | | | 12/31/2024 | | | [added: | 12/31/2025 | | |]

The graph shows the cumulative total return to our stockholders for the five-year period ended December 31, [removed: 2024,] [added: 2025,] in comparison to the cumulative returns of the S&P 500 Index and the S&P Health Care Index.

The graph assumes $100 invested on December 31, [removed: 2019] [added: 2020] in our common stock and in each index with the subsequent reinvestment of dividends.

| October 1 - October 31, 2025 | | | 2,145,538 | | | $ | 435.50 | | | | 2,145,538 | | | $ | 2,322 | |

| November 1 - November 30, 2025 | | | 1,955,664 | | | $ | 475.89 | | | | 1,955,664 | | | $ | 1,391 | |

| December 1 - December 31, 2025 | | | 1,330,093 | | | $ | 481.92 | | | | 1,330,093 | | | $ | 750 | |

| Total for Fourth Quarter 2025 | | | 5,431,295 | | | $ | 461.41 | | | | 5,431,295 | | | | | |

See also Item 9B(a), “Other Information,” which information is incorporated by reference into this Item 5.

| HCA Healthcare, Inc. | | $ | 100.00 | | | $ | 157.59 | | | $ | 148.69 | | | $ | 169.23 | | | $ | 189.11 | | | $ | 296.34 | |

| S&P 500 | | | 100.00 | | | | 128.71 | | | | 105.40 | | | | 133.10 | | | | 166.40 | | | | 196.16 | |

| S&P Health Care | | | 100.00 | | | | 126.13 | | | | 123.67 | | | | 126.21 | | | | 129.46 | | | | 148.36 | |

| October 2024 | | | 1,564,869 | | | $ | 390.45 | | | | 1,564,869 | | | $ | 1,822 | |

| November 2024 | | | 1,707,356 | | | $ | 349.09 | | | | 1,707,356 | | | $ | 1,226 | |

| December 2024 | | | 1,466,721 | | | $ | 315.00 | | | | 1,466,721 | | | $ | 764 | |

| Total for Fourth Quarter 2024 | | | 4,738,946 | | | $ | 352.19 | | | | 4,738,946 | | | | | |

| HCA Healthcare, Inc. | | $ | 100.00 | | | $ | 111.64 | | | $ | 175.93 | | | $ | 165.99 | | | $ | 188.93 | | | $ | 211.12 | |

| S&P 500 | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| S&P Health Care | | | 100.00 | | | | 113.45 | | | | 143.09 | | | | 140.29 | | | | 143.18 | | | | 146.87 | |

Based on our assessment under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

We have audited HCA Healthcare, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, HCA Healthcare, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of HCA Healthcare, Inc. as of December 31, [removed: 2024 and 2023,] [added: 2025] and [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 13, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

During the fourth quarter of [removed: 2024,] [added: 2025,] there were no changes in our internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

February 10, 2026

February 13, 2025

(b) During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

(a) On February 6, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”), between the Company and Frisco, Inc., a Delaware corporation (the predecessor to Frisco Holding II (“Frisco”), a Delaware partnership), an entity controlled by the Company’s founder Dr. Thomas F.

Frist, Jr. (“Dr. Frist”) and certain affiliates of Dr. Frist (collectively, the “Frist Entities”), pursuant to which the Company exchanged 36,629,188 shares of our common stock (the “Exchanged Shares”) delivered by Frisco to the Company for 36,557,141 new shares of our common stock issued by the Company to Frisco (the “New Shares” and such exchange, the “Exchange”).

The Exchange, together with the Conversion (as defined below), constituted a tax-free reorganization for U.S. federal income tax purposes that will facilitate, among other things, certain estate and charitable planning objectives of the Frist Entities.

Upon receipt of the Exchanged Shares, the Company 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 the Company is a decrease of 72,047 shares of our outstanding common stock.

Prior to the Exchange, 36,629,188 shares of our common stock were distributed to Frisco in kind by Hercules Holding II (“Hercules”), a Delaware partnership, pro rata and for no additional consideration in accordance with Frisco’s percentage interest in Hercules, as a result of which Frisco became a direct stockholder of the Company.

Following completion of the Exchange, Frisco, Inc. converted into a partnership (the “Conversion”).

The New Shares were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the Exchange, each of the Stockholders’ Agreement, dated as of March 9, 2011, by and among the Company, Hercules Holding II, LLC and the other signatories thereto (as amended), the Registration Rights Agreement, dated as of November 22, 2010, by and among HCA Holdings, Inc., Hercules Holding II, LLC and certain other parties thereto, and the Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, by and between HCA Inc. and certain other parties thereto, were amended and restated (such amended and restated agreements, the “Amended and Restated Stockholders’ Agreement”, the “Amended and Restated Registration Rights Agreement” and the “Amended and Restated Indemnification Priority and Information Sharing Agreement”, respectively) to provide for certain ministerial amendments in connection with the Exchange.

In addition, the Amended and Restated Stockholders’ Agreement includes certain restrictions 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 under the non-affiliate conditions of Rule 144(b)(1) under the Securities Act or (ii) six years from the date of the Exchange.

The information required by this Item regarding the identity and business experience of our directors and executive officers is set forth under the heading “Nominees for Election” and “Election of Directors” in the definitive proxy materials of HCA to be filed in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders with respect to our directors and is set forth in Item 1 of Part I of this annual report on Form 10-K with respect to our executive officers.

Information on the beneficial ownership reporting for our directors and executive officers required by this Item is contained under the caption “Delinquent Section 16(a) Reports” in the definitive proxy materials to be filed in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

Information on our Audit and Compliance Committee and Audit Committee Financial Experts required by this Item is contained under the caption “Corporate Governance” in the definitive proxy materials to be filed in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The Code of Conduct is available on the [removed: Ethics and Compliance and] Governance Documents [removed: pages] [added: page within the Governance section] of our [added: investor relations] website at [removed: www.hcahealthcare.com.][added: investor.hcahealthcare.com.]

The information required by this Item is set forth under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the definitive proxy materials to be filed in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which information is incorporated herein by reference, except as to information required pursuant to Item 402(v) of SEC Regulation S-K, relating to pay versus performance.

Information about security ownership of certain beneficial owners required by this Item is set forth under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the definitive proxy materials to be filed in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which information is incorporated herein by reference.

This table provides certain information as of December 31, [removed: 2024] [added: 2025] with respect to our equity compensation plans:

| Equity compensation plans approved by security holders | | [removed: 7,118] [added: 6,439] | (1) | [removed: $170.31] [added: $194.62] | (1) | [removed: 16,934] [added: 27,913] | (2) |

Includes [removed: 1.356] [added: 1.228] million restricted share units which vest solely based upon continued employment over a specific period of time and [removed: 1.175] [added: 1.105] million performance share units which vest based upon continued employment over a specific period of time and the achievement of predetermined financial targets over time.

The performance share units reported reflect the number of performance share units that would vest upon achievement of target performance; the number of performance share units that vest can vary from zero (for actual performance less than [added: 85% of target for 2025 grants and] 90% of [removed: target)] [added: target for 2024 and prior grants)] to two times the units granted (for actual performance of 110% or more of target).

Includes [removed: 7.316] [added: 18.794] million shares available for future grants under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates and [removed: 9.618] [added: 9.119] million shares of common stock reserved for future issuance under the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan.

| Total | | 6,439 | | $194.62 | | 27,913 | |

| Total | | 7,118 | | $170.31 | | 16,934 | |

The information required by this Item is set forth under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance” in the definitive proxy materials to be filed in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which information is incorporated herein by reference.

The information required by this Item is set forth under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the definitive proxy materials to be filed in connection with our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which information is incorporated herein by reference.

| 3.1 | — | [Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only) (filed as Exhibit [removed: 3.1] [added: 4.1] to the Company’s [removed: Quarterly Report] [added: Registration Statement] on Form [removed: 10-Q for the quarter ended June 30, 2020,] [added: S-8 (File No. 333-288235),] and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312520204191/d860029dex31.htm) |

| [removed: 4.1] [added: 10.15] | — | [removed: [Description of Registered Securities] [added: [Executive Severance Policy] (filed as Exhibit [removed: 4.1] [added: 10.46] to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2013,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095017023003234/hca-ex4_1.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/860730/000119312514070000/d660799dex1046.htm)] |

| [removed: 4.3] [added: 10.39(a)] | — | [removed: [Security Agreement,] [added: [Credit Agreement] dated as of [removed: November 17, 2006,] [added: February 20, 2025,] by and among HCA Inc., [removed: the subsidiary grantors party thereto and The] [added: as borrower,] Bank of [removed: New York,] [added: America, N.A.,] as [removed: collateral agent] [added: administrative agent, and the lenders party thereto] (filed as Exhibit [removed: 4.2] [added: 10.1] to the Company’s Current Report on Form 8-K filed [removed: November 24, 2006,] [added: on February 20, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312525030833/d935546dex101.htm)] |

| [removed: 4.4] [added: 4.6(e)] | — | [removed: [Pledge Agreement,] [added: [Fourth Supplemental Indenture,] dated as of November [removed: 17,] [added: 14,] 2006, by and [removed: among HCA Inc.,] [added: between] the [removed: subsidiary pledgors party thereto] [added: Company] and The Bank of New York, as [removed: collateral agent] [added: Trustee] (filed as Exhibit [removed: 4.3] [added: 4.1] to the Company’s Current Report on Form 8-K filed November [removed: 24,] [added: 16,] 2006, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011003/g04409exv4w1.htm)] |

| [removed: 4.5(e)] [added: 10.39(b)] | — | [removed: [Extension Amendment] [added: [Amendment] No. 1 to [removed: the] Credit Agreement, dated as of [removed: April 6, 2010,] [added: October 23, 2025,] by and among HCA Inc., [removed: HCA UK Capital Limited, the lending institutions from time to time parties thereto,] [added: as borrower,] Bank of America, N.A., as administrative [removed: agent] [added: agent,] and [removed: collateral agent] [added: the lenders party thereto] (filed as Exhibit 10.1 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed April 8, 2010,] [added: 10-Q for the quarter ended September 30, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012310033241/y83795exv10w1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312525258667/hca-ex10_1.htm)] |

| [removed: 4.5(j)] [added: 10.20] | — | [removed: [Supplement No. 14, dated as] [added: [Form] of [removed: November 9, 2015, to] [added: 2019 Stock Appreciation Right Award Agreement Under] the [removed: U.S. Guarantee, dated as of November 17,] 2006 [removed: and amended and restated on February 26, 2014, by and among the guarantors party thereto and Bank] [added: Stock Incentive Plan for Key Employees] of [removed: America, N.A.,] [added: HCA Holdings, Inc. and its Affiliates,] as [removed: administrative agent] [added: Amended and Restated] (filed as Exhibit [removed: 4.4(j)] [added: 10.41] to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex44j.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/860730/000119312519047078/d676301dex1041.htm)] |

| [removed: 4.5(l)] [added: 4.20] | — | [removed: [Restatement Agreement,] [added: [Supplemental Indenture No. 18,] dated as of June [removed: 28,] [added: 22,] 2017, [removed: to the Credit Agreement, dated as of November 17, 2006,] by and among HCA Inc., [removed: as borrower,] [added: HCA Healthcare, Inc.,] the [added: subsidiary] guarantors [removed: party thereto, Bank of America, N.A.,] [added: named therein, Delaware Trust Company,] as [removed: administrative agent] [added: trustee,] and [removed: collateral] [added: Deutsche Bank Trust Company Americas, as paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K filed June [removed: 30,] [added: 22,] 2017, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312517210508/d377454dex42.htm)] |

| [removed: 4.5(m)] [added: 4.61] | — | [removed: [Joinder Agreement] [added: [Supplemental Indenture] No. [removed: 8,] [added: 40,] dated as of [removed: July 16, 2019, by and] [added: February 23, 2024,] among HCA Inc., [added: HCA Healthcare, Inc., Delaware Trust Company,] as [removed: borrower, the guarantors party thereto,] [added: trustee, and Deutsche] Bank [removed: of America, N.A.,] [added: Trust Company Americas,] as [removed: administrative agent and collateral] [added: paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit [removed: 4.1] [added: 4.5] to the Company’s Current Report on Form 8-K filed [removed: July 22, 2019,] [added: on February 23, 2024,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519199011/d737490dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312524044555/d732073dex45.htm)] |

| | | [removed: [lenders party thereto] [added: [agent, registrar and transfer agent] (filed as Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K filed [removed: October 10, 2019,] [added: on February 23, 2024,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519265871/d788119dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312524044555/d732073dex42.htm)] |

| [removed: 4.5(o)] [added: 4.26] | — | [removed: [Joinder Agreement] [added: [Supplemental Indenture] No. [removed: 10,] [added: 21,] dated as of [removed: November 20,] [added: January 22,] 2019, by and among HCA Inc., [added: HCA Healthcare, Inc., Delaware Trust Company,] as [removed: borrower, the guarantors party thereto,] [added: trustee, and Deutsche] Bank [removed: of America, N.A.,] [added: Trust Company Americas,] as [removed: administrative agent and collateral] [added: paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit [removed: 4.1] [added: 4.4] to the Company’s Current Report on Form 8-K filed [removed: November 21,] [added: January 22,] 2019, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519297641/d831848dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519014056/d683631dex44.htm)] |

| [removed: 4.5(p)] [added: 4.37] | — | [removed: [Restatement Agreement,] [added: [Supplemental Indenture No. 27,] dated as of June 30, 2021, [removed: to the Credit Agreement, dated as of November 17, 2006,] by and among HCA Inc., [removed: as borrower,] [added: HCA Healthcare, Inc.,] the [added: subsidiary] guarantors [removed: party thereto, Bank of America, N.A.,] [added: named therein, Delaware Trust Company,] as [removed: administrative agent] [added: trustee,] and [removed: collateral] [added: Deutsche Bank Trust Company Americas, as paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit [removed: 4.10] [added: 4.2] to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex410.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex42.htm)] |

| [removed: 4.5(q)] [added: 4.27] | — | [removed: [Restatement Agreement] [added: [Supplemental Indenture No. 22,] dated as of January [removed: 4, 2023,] [added: 30, 2019,] by and among HCA Inc., [added: HCA Healthcare, Inc., Delaware Trust Company,] as [removed: borrower, the guarantors party thereto,] [added: trustee, and Deutsche] Bank [removed: of America, N.A.,] [added: Trust Company Americas,] as [removed: administrative agent and collateral] [added: paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K filed January [removed: 4, 2023,] [added: 30, 2019,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312523001579/d428263dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519022657/d704054dex42.htm)] |

| [removed: 4.8(a)] [added: 4.85] | — | [removed: [$2,500,000,000 Credit Agreement,] [added: [Supplemental Indenture No. 52,] dated as of [removed: September 30, 2011, by and] [added: October 31, 2025,] among HCA Inc., [removed: the subsidiary borrowers party thereto, the lenders from time to time party thereto] [added: HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee,] and [added: Deutsche] Bank [removed: of America, N.A.,] [added: Trust Company Americas,] as [removed: administrative] [added: paying agent, registrar and transfer] agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed [added: on] October [removed: 3, 2011,] [added: 31, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012311088294/y92851exv4w4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312525260809/d38508dex44.htm)] |

| [removed: 4.8(d)] [added: 4.29] | — | [removed: [Restatement Agreement,] [added: [Supplemental Indenture No. 23,] dated as of June [removed: 28, 2017, to the Credit Agreement, dated as of September 30, 2011,] [added: 12, 2019,] by and among HCA Inc., [removed: as borrower,] [added: HCA Healthcare, Inc.,] the subsidiary [removed: borrowers party thereto, Bank of America, N.A.,] [added: guarantors named therein, Delaware Trust Company,] as [removed: administrative agent] [added: trustee,] and [removed: collateral] [added: Deutsche Bank Trust Company Americas, as paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June [removed: 30, 2017,] [added: 12, 2019,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312517220147/d417417dex42.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312519171339/d763409dex42.htm)] |

| [removed: 4.8(f)] [added: 4.38] | — | [removed: [Restatement Agreement,] [added: [Supplemental Indenture No. 28,] dated as of June 30, 2021, [removed: to the Credit Agreement, dated as of September 30, 2011,] by and among HCA Inc., [removed: as parent borrower,] [added: HCA Healthcare, Inc.,] the subsidiary [removed: borrowers party thereto, Bank of America, N.A.,] [added: guarantors named therein, Delaware Trust Company,] as [removed: administrative agent] [added: trustee,] and [removed: collateral] [added: Deutsche Bank Trust Company Americas, as paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit [removed: 4.11] [added: 4.3] to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex411.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312521205276/d191036dex43.htm)] |

| [removed: 4.8(g)] [added: 4.52] | — | [removed: [Amendment] [added: [Supplemental Indenture] No. [removed: 1 to Credit Agreement] [added: 34,] dated as of [removed: January] [added: May] 4, 2023, [removed: by and] among HCA Inc., [added: HCA Healthcare, Inc., Delaware Trust Company,] as [removed: parent borrower, the subsidiary borrowers party thereto,] [added: trustee, and Deutsche] Bank [removed: of America, N.A.,] [added: Trust Company Americas,] as [removed: administrative agent and collateral] [added: paying] agent, [added: registrar] and [removed: the lenders party thereto] [added: transfer agent] (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed [removed: January] [added: on May] 4, 2023, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312523001579/d428263dex42.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312523136049/d308813dex42.htm)] |

| [removed: 4.9(a)] [added: 4.86] | — | [removed: [Security Agreement,] [added: [Supplemental Indenture No. 53,] dated as of [removed: September 30, 2011, by and] [added: October 31, 2025,] among HCA Inc., [removed: the subsidiary borrowers party thereto] [added: HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee,] and [added: Deutsche] Bank [removed: of America, N.A.,] [added: Trust Company Americas,] as [removed: collateral] [added: paying agent, registrar and transfer] agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed [added: on] October [removed: 3, 2011,] [added: 31, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012311088294/y92851exv4w5.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312525260809/d38508dex45.htm)] |

| [removed: 4.10(a)] [added: 4.6(d)] | — | [removed: [General Intercreditor Agreement,] [added: [Third Supplemental Indenture,] dated as of [removed: November 17, 2006,] [added: December 5, 2001,] by and between [removed: Bank of America, N.A., as First Lien Collateral Agent,] [added: the Company] and The Bank of New York, as [removed: Junior Lien Collateral Agent] [added: Trustee] (filed as Exhibit [removed: 4.13(a)] [added: 4.16(d)] to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex413a.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex416d.htm)] |

| [removed: 4.10(b)] [added: 4.10] | — | [removed: [Receivables Intercreditor Agreement, dated as of November 17, 2006, by and among Bank of America, N.A., as ABL Collateral Agent, Bank of America, N.A., as CF Collateral Agent and The Bank] [added: [Form] of [removed: New York, as Bonds Collateral Agent] [added: 7.05% Debenture due 2027] (filed as Exhibit [removed: 4.13(b)] [added: 4.24] to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex413b.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex424.htm)] |

| [removed: 4.10(c)] [added: 4.14] | — | [removed: [First Lien Intercreditor Agreement,] [added: [Indenture,] dated as of [removed: April 22, 2009,] [added: December 6, 2012,] by and among [removed: Bank of America, N.A. as Collateral Agent, Bank of America, N.A. as Authorized Representative under the Credit Agreement and] [added: HCA Holdings, Inc.,] Law Debenture Trust Company of New [removed: York] [added: York,] as [removed: the Initial Additional Authorized Representative] [added: trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent] (filed as Exhibit [removed: 4.5] [added: 4.1] to the Company’s Current Report on Form 8-K filed [removed: April 28, 2009,] [added: December 6, 2012,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012309007358/y76646exv4w5.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312512493951/d446891dex41.htm)] |

| [removed: 4.10(e)] | [removed: —] | [removed: [Additional Receivables Intercreditor Agreement, dated as of August 1, 2011, by and between Bank of America, N.A., as ABL Collateral Agent,] [added: [paying agent, registrar] and [removed: Bank of America, N.A., as New First Lien Collateral Agent] [added: transfer agent] (filed as Exhibit [removed: 4.10] [added: 4.6] to the Company’s Current Report on Form 8-K filed [removed: August 1, 2011,] [added: on February 21, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012311071111/y92190exv4w10.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312525031999/d843675dex46.htm)] |

| [added: 10.35] | [added: —] | [removed: [Agent] [added: [HCA Healthcare, Inc. 2024 Executive Officer Performance Excellence Program] (filed as Exhibit [removed: 4.10] [added: 10.1] to the Company’s Current Report on Form 8-K filed [added: on] February [removed: 16, 2012,] [added: 26, 2024,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312512065423/d302120dex410.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/860730/000119312524046240/d789841dex101.htm)] |

| [removed: 4.11] [added: 4.51] | — | [Registration Rights Agreement, dated as of [removed: November 22, 2010, by and] [added: March 9, 2022,] among HCA [removed: Holdings,] Inc., [removed: Hercules Holding II,] [added: HCA Healthcare, Inc., the subsidiary guarantors named therein and Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities] LLC and [removed: certain] [added: Morgan Stanley & Co. LLC as representatives of the] other [removed: parties thereto] [added: several initial purchasers named therein] (filed as Exhibit [removed: 4.4] [added: 4.16] to the Company’s Current Report on Form 8-K filed [removed: November 24, 2010,] [added: March 10, 2022,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012310108761/g25370exv4w4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312522070987/d312703dex416.htm)] |

| [removed: 4.12] [added: 4.4] | — | [Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit 4.14 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex414.htm) |

| [removed: 4.13] [added: 4.5] | — | [Assignment and Assumption Agreement, dated as of February 10, 1994, by and between HCA-Hospital Corporation of America and Columbia Healthcare Corporation relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex415.htm) |

| [removed: 4.14(a)] [added: 4.6(a)] | — | [Indenture, dated as of December 16, 1993, by and between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.16(a) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex416a.htm) |

| [removed: 4.14(b)] [added: 4.6(b)] | — | [First Supplemental Indenture, dated as of May 25, 2000, by and between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(b) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex416b.htm) |

| [removed: 4.14(c)] [added: 4.6(c)] | — | [Second Supplemental Indenture, dated as of July 1, 2001, by and between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.16(c) to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex416c.htm) |

| [removed: 4.14(d)] [added: 4.9] | — | [removed: [Third Supplemental Indenture, dated as of December 5, 2001, by and between the Company and The Bank] [added: [Form] of [removed: New York, as Trustee] [added: 7.50% Debenture due 2095] (filed as Exhibit [removed: 4.16(d)] [added: 4.23] to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex416d.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex423.htm)] |

| [removed: 4.14(e)] [added: 4.22] | — | [removed: [Fourth Supplemental Indenture,] [added: [Supplemental Indenture No. 19,] dated as of [removed: November 14, 2006,] [added: August 23, 2018,] by and [removed: between the Company] [added: among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee,] and [removed: The] [added: Deutsche] Bank [removed: of New York,] [added: Trust Company Americas,] as [removed: Trustee] [added: paying agent, registrar and transfer agent] (filed as Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K filed [removed: November 16, 2006,] [added: August 23, 2018,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011003/g04409exv4w1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312518256366/d613143dex42.htm)] |

| [removed: 4.15] [added: 4.7] | — | [Form of Fixed Rate Global Medium-Term Note (filed as Exhibit 4.19 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex419.htm) |

| [removed: 4.16] [added: 4.8] | — | [Form of Floating Rate Global Medium-Term Note (filed as Exhibit 4.20 to the Company’s Registration Statement on Form S-4 (File No. 333-145054), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex420.htm) |

| [removed: 4.17] [added: 10.37] | — | [Form of [removed: 7.69% Note due] 2025 [added: Stock Appreciation Right Award Agreement under the 2020 Stock Incentive Plan forKey Employees of HCA Healthcare, Inc. and its Affiliates] (filed as Exhibit [removed: 4.10] [added: 10.43] to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2004,] [added: 2024,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014405002397/g93199exv4w10.txt)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/860730/000095017025020134/hca-ex10_43.htm)] |

| [removed: 4.18] [added: 4.12] | — | [Form of [removed: 7.50% Debenture due 2095] [added: Indenture of HCA Inc.] (filed as Exhibit [removed: 4.23] [added: 4.2] to the [removed: Company’s] [added: Registrant’s] Registration Statement on Form [removed: S-4] [added: S-3] (File No. [removed: 333-145054),] [added: 333-175791),] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex423.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/841985/000095012311068186/y91604exv4w2.htm)] |

| [removed: 4.19] [added: 10.22(a)] | — | [removed: [Form] [added: [2020 Stock Incentive Plan for Key Employees] of [removed: 7.05% Debenture due 2027] [added: HCA Healthcare, Inc., and its Affiliates] (filed as Exhibit [removed: 4.24] [added: 4.4] to the Company’s Registration Statement on Form [removed: S-4] [added: S-8] (File No. [removed: 333-145054),] [added: 333-237967),] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312507168470/dex424.htm)] [added: reference).*](https://www.sec.gov/Archives/edgar/data/860730/000119312520131082/d898777dex44.htm)] |

| [removed: 4.20] [added: 4.11] | — | [7.50% Note due 2033 in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 6, 2003, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014403012350/g85622exv4w2.txt) |

| [removed: 4.22] [added: 4.13] | — | [Indenture dated as of August 1, 2011, by and among HCA Inc., the guarantors named on Schedule I thereto, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-226709), and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/841985/000119312518243478/d572895dex45.htm) |

| [removed: 4.23] [added: 4.15] | — | [removed: [Indenture,] [added: [Supplemental Indenture No. 15,] dated as of [removed: December 6, 2012,] [added: March 15, 2016,] by and among HCA [added: Inc., HCA] Holdings, Inc., [added: the subsidiary guarantors named therein,] Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as [removed: registrar,] paying [removed: agent] [added: agent, registrar] and transfer agent (filed as Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K filed [removed: December 6, 2012,] [added: March 15, 2016,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312512493951/d446891dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312516505299/d159289dex42.htm)] |

| [removed: 4.24] [added: 4.17] | — | [Supplemental Indenture No. [removed: 10,] [added: 16,] dated as of [removed: October 17, 2014,] [added: August 15, 2016,] by and among HCA Inc., HCA Holdings, Inc., the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed [removed: October 17, 2014,] [added: August 15, 2016,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex43.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312516682009/d230671dex43.htm)] |

| 4.25 | — | [Form of [removed: 5.25%] [added: 5.625%] Senior [removed: Secured] Notes [removed: due 2025] [added: Due 2028] (included in Exhibit [removed: 4.24).](https://www.sec.gov/Archives/edgar/data/860730/000119312514375189/d806654dex43.htm)] [added: 4.24).](https://www.sec.gov/Archives/edgar/data/860730/000119312518256366/d613143dex43.htm)] |

| 4.1 | — | [Description of Registered Securities.](https://www.sec.gov/Archives/edgar/data/860730/000119312526044769/hca-ex4_1.htm) |

| 4.3 | — | [Amended and Restated Registration Rights Agreement, dated as of February 6, 2026, by and among the Company, Hercules Holding II, and Frisco Holding II.](https://www.sec.gov/Archives/edgar/data/860730/000119312526044769/hca-ex4_3.htm) |

| 4.77 | — | [Form of 5.000% Senior Notes due 2028 (included in Exhibit 4.71).](https://www.sec.gov/Archives/edgar/data/860730/000119312525031999/d843675dex42.htm) |

| 4.79 | — | [Form of 5.250% Senior Notes due 2030 (included in Exhibit 4.73).](https://www.sec.gov/Archives/edgar/data/860730/000119312525031999/d843675dex44.htm) |

| 4.80 | — | [Form of 5.500% Senior Notes due 2032 (included in Exhibit 4.74).](https://www.sec.gov/Archives/edgar/data/860730/000119312525031999/d843675dex45.htm) |

| 4.81 | — | [Form of 5.750% Senior Notes due 2035 (included in Exhibit 4.75).](https://www.sec.gov/Archives/edgar/data/860730/000119312525031999/d843675dex46.htm) |

| 4.87 | — | [Form of 4.300% Senior Notes due 2030 (included in Exhibit 4.83).](https://www.sec.gov/Archives/edgar/data/860730/000119312525260809/d38508dex42.htm) |

| 4.88 | — | [Form of 4.600% Senior Notes due 2032 (included in Exhibit 4.84).](https://www.sec.gov/Archives/edgar/data/860730/000119312525260809/d38508dex43.htm) |

| 4.89 | — | [Form of 4.900% Senior Notes due 2035 (included in Exhibit 4.85).](https://www.sec.gov/Archives/edgar/data/860730/000119312525260809/d38508dex44.htm) |

| 10.9 | — | [Amended and Restated Indemnification Priority and Information Sharing Agreement, dated as of February 6, 2026, by and between the Company, Hercules Holding II, and Frisco Holding II.](https://www.sec.gov/Archives/edgar/data/860730/000119312526044769/hca-ex10_9.htm) |

| 10.13 | — | [Amended and Restated Stockholders’ Agreement, dated as of February 6, 2026, by and among the Company, Hercules Holding II, and Frisco Holding II.](https://www.sec.gov/Archives/edgar/data/860730/000119312526044769/hca-ex10_13.htm) |

| 99.1 | — | [Exchange Agreement by and between the Company and Frisco, Inc., dated as of February 6, 2026.](https://www.sec.gov/Archives/edgar/data/860730/000119312526044769/hca-ex99_1.htm) |

| | | |

| --- | --- | --- |

| 4.5(a) | — | [$13,550,000,000 — €1,000,000,000 Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014406011139/g04477exv4w8.htm) |

| 4.5(b) | — | [Amendment No. 1 to the Credit Agreement, dated as of February 16, 2007, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014407002713/g05969exv4w7xby.htm) |

| 4.5(c) | — | [Amendment No. 2 to the Credit Agreement, dated as of March 2, 2009, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as](https://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w8c.htm) |

| | | [Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.8(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095014409001868/g17725exv4w8c.htm) |

| 4.5(d) | — | [Amendment No. 3 to the Credit Agreement, dated as of June 18, 2009, by and among HCA Inc., HCA UK Capital Limited, the lending institutions from time to time parties thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities, LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners, Deutsche Bank Securities and Wachovia Capital Markets LLC, as joint bookrunners and Merrill Lynch Capital Corporation, as documentation agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2009, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012309015791/y77817exv4w1.htm) |

| 4.5(f) | — | [Amended and Restated Joinder Agreement No. 1, dated as of November 8, 2010, by and among each of the financial institutions listed as a “Replacement-1 Revolving Credit Lender” on Schedule A thereto, HCA Inc., Bank of America, N.A., as Administrative Agent and as Collateral Agent, and the other parties listed on the signature pages thereto (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012310102905/g24969exv4w1.htm) |

| 4.5(g) | — | [Restatement Agreement, dated as of May 4, 2011, by and among HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent to the Credit Agreement, dated as of November 17, 2006, as amended on February 16, 2007, March 2, 2009, June 18, 2009, April 6, 2010 and November 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 9, 2011, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000095012311047529/y91084exv10w1.htm) |

| 4.5(h) | — | [Extension Amendment No. 1, dated as of April 25, 2012, by and among HCA Inc., HCA UK Capital Limited, each of the U.S. Guarantors, each of the European Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 26, 2012, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312512182997/d339048dex101.htm) |

| 4.5(i) | — | [Restatement Agreement, dated as of February 26, 2014, to (i) the Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011, by and among the HCA Inc., HCA UK Capital Limited, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent and (ii) the U.S. Guarantee, dated as of November 17, 2006, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 28, 2014, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/860730/000119312514077819/d683578dex41.htm) |

| 4.5(k) | — | [Schedule of Omitted Supplements to the U.S. Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/860730/000095017025020134/hca-ex4_5k.htm) |

| 4.5(n) | — | [Joinder Agreement No. 9, dated as of October 8, 2019, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the](https://www.sec.gov/Archives/edgar/data/860730/000119312519265871/d788119dex41.htm) |