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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-14 · 227 added, 294 removed, 1024 unchanged (34% of the section changed)

20 unchanged sentences

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, 2024 and 2023, and 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, 2024 , and the related notes and our report dated February 13, 2025 expressed an unqualified opinion thereon.

as of December 31, 2025 and 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, 2025, and the related notes and our report dated February 10, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

20 unchanged sentences

Other Information

(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.

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.

(b) During the three months ended December 31, 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.

6 unchanged sentences

We have a Code of Conduct which is applicable to all our directors, officers and employees (the “Code of Conduct”).

The Code of Conduct is available on the Ethics and Compliance and Governance Documents pages of our website at www.hcahealthcare.com.

The Code of Conduct is available on the Governance Documents page within the Governance section of our investor relations website at investor.hcahealthcare.com.

To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Conduct (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or report the same on a Current Report on Form 8-K.

29 unchanged sentences

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 90% of target) to two times the units granted (for actual performance of 110% or more of target).

the number of performance share units that vest can vary from zero (for actual performance less than 85% of target for 2025 grants and 90% of target for 2024 and prior grants) to two times the units granted (for actual performance of 110% or more of target).

The weighted average exercise price does not take these restricted share units and performance share units into account.

7 unchanged sentences

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 2026 Annual Meeting of Stockholders, which information is incorporated herein by reference.

Exhibits and Financial Statement Schedules

Exhibits and Fina ncial Statement Schedules

(a) Documents filed as part of the report:

6 unchanged sentences

Merger Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc., and HCA Merger Sub LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only) (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of the Company (restated for SEC filing purposes only) (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No.

333-288235), and incorporated herein by reference).

Third Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 19, 2022, and incorporated herein by reference).

Description of Registered Securities (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference).

Description of Registered Securities.

Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference).

Security Agreement, dated as of November 17, 2006, by and among HCA Inc., the subsidiary grantors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference).

Pledge Agreement, dated as of November 17, 2006, by and among HCA Inc., the subsidiary pledgors party thereto and The Bank of New York, as collateral agent (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed November 24, 2006, and incorporated herein by reference).

$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).

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).

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

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).

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).

Extension Amendment No.

1 to the Credit Agreement, dated as of April 6, 2010, 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 and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2010, and incorporated herein by reference).

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).

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).

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).

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).

Supplement No.

14, dated as of November 9, 2015, to the U.S.

Guarantee, dated as of November 17, 2006 and amended and restated on February 26, 2014, by and among the guarantors party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

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.

Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 30, 2017, and incorporated herein by reference).

Joinder Agreement No.

8, dated as of July 16, 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 lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 22, 2019, and incorporated herein by reference).

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

lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 10, 2019, and incorporated herein by reference).

Joinder Agreement No.

10, dated as of November 20, 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 lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 21, 2019, and incorporated herein by reference).

Restatement Agreement, dated as of June 30, 2021, to the Credit Agreement, dated as of November 17, 2006, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).

Restatement Agreement dated as of January 4, 2023, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 4, 2023, and incorporated herein by reference).

Security Agreement, dated as November 17, 2006, and amended and restated as of March 2, 2009, by and among the Company, the Subsidiary Grantors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).

Supplement No.

2, dated as of October 27, 2011, to the Amended and Restated Security Agreement, dated as of March 2, 2009, as supplemented, by and among the subsidiary grantor named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

Schedule of Omitted Supplements to the Security Agreement, dated as of November 17, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

Pledge Agreement, dated as of November 17, 2006, and amended and restated as of March 2, 2009, by and among the Company, the Subsidiary Pledgors named therein and Bank of America, N.A., as Collateral Agent (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).

Supplement No.

1 dated as of October 27, 2011 to the Amended and Restated Pledge Agreement, dated as of March 2, 2009, by and among the subsidiary pledgors named therein and Bank of America, N.A., as collateral agent (filed as Exhibit 4.6(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

Schedule of Omitted Supplements to the Pledge Agreement, dated as of November 6, 2006 and amended and restated as of March 2, 2009, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

$2,500,000,000 Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed October 3, 2011, and incorporated herein by reference).

Restatement Agreement, dated as of March 7, 2014, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2014, and incorporated herein by reference).

Joinder Agreement and Amendment No.

1, dated as of October 30, 2014, to the Credit Agreement, dated as of September 30, 2011 and amended and restated as of March 7, 2014, by and among HCA Inc., the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A.

as administrative agent and collateral agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 31, 2014, and incorporated herein by reference).

Restatement Agreement, dated as of June 28, 2017, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 30, 2017, and incorporated herein by reference).

Joinder Agreement, dated as of January 3, 2018, to the Credit Agreement, dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, and as further amended and restated on June 28, 2017), by and among the subsidiary borrowers party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 4.7(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

Restatement Agreement, dated as of June 30, 2021, to the Credit Agreement, dated as of September 30, 2011, by and among HCA Inc., as parent borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed July 1, 2021, and incorporated herein by reference).

Amendment No.

1 to Credit Agreement dated as of January 4, 2023, by and among HCA Inc., as parent borrower, the subsidiary borrowers party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 4, 2023, and incorporated herein by reference).

Security Agreement, dated as of September 30, 2011, by and among HCA Inc., the subsidiary borrowers party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed October 3, 2011, and incorporated herein by reference).

Supplement No.

1, dated as of October 27, 2011, to the Security Agreement dated as of September 30, 2011, by and among the subsidiary borrower party thereto and Bank of America, N.A., as collateral agent (filed as Exhibit 4.8(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).

Schedule of Omitted Supplements to the Security Agreement dated as of September 30, 2011, filed pursuant to Instruction 2 to Item 601 of Regulation S-K.

General Intercreditor Agreement, dated as of November 17, 2006, by and between Bank of America, N.A., as First Lien Collateral Agent, and The Bank of New York, as Junior Lien Collateral Agent (filed as Exhibit 4.13(a) to the Company’s Registration Statement on Form S-4 (File No.

333-145054), and incorporated herein by reference).

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 of New York, as Bonds Collateral Agent (filed as Exhibit 4.13(b) to the Company’s Registration Statement on Form S-4 (File No.

333-145054), and incorporated herein by reference).

First Lien Intercreditor Agreement, dated as of April 22, 2009, by and among Bank of America, N.A.

as Collateral Agent, Bank of America, N.A.

as Authorized Representative under the Credit Agreement and Law Debenture Trust Company of New York as the Initial Additional Authorized Representative (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed April 28, 2009, and incorporated herein by reference).

Additional General Intercreditor Agreement, dated as of August 1, 2011, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed August 1, 2011, and incorporated herein by reference).

Additional Receivables Intercreditor Agreement, dated as of August 1, 2011, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed August 1, 2011, and incorporated herein by reference).

Additional General Intercreditor Agreement, dated as of February 16, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed February 16, 2012, and incorporated herein by reference).

Additional Receivables Intercreditor Agreement, dated as of February 16, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral

Agent (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed February 16, 2012, and incorporated herein by reference).

Additional General Intercreditor Agreement, dated as of October 23, 2012, by and among Bank of America, N.A., in its capacity as First Lien Collateral Agent, The Bank of New York Mellon, in its capacity as Junior Lien Collateral Agent and in its capacity as trustee for the Second Lien Notes issued on November 17, 2006, and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee for the Second Lien Notes issued on February 19, 2009 (filed as Exhibit 4.10 to the Company’s Current Report on Form 8-K filed October 23, 2012, and incorporated herein by reference).

Additional Receivables Intercreditor Agreement, dated as of October 23, 2012, by and between Bank of America, N.A., as ABL Collateral Agent, and Bank of America, N.A., as New First Lien Collateral Agent (filed as Exhibit 4.11 to the Company’s Current Report on Form 8-K filed October 23, 2012, and incorporated herein by reference).

Registration Rights Agreement, dated as of November 22, 2010, by and among HCA Holdings, Inc., Hercules Holding II, LLC and certain other parties thereto (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed November 24, 2010, and incorporated herein by reference).

Amended and Restated Registration Rights Agreement, dated as of February 6, 2026, by and among the Company, Hercules Holding II, and Frisco Holding II.

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.

15 unchanged sentences

333-145054), and incorporated herein by reference).

Form of 7.69% Note due 2025 (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference).

Form of 7.50% Debenture due 2095 (filed as Exhibit 4.23 to the Company’s Registration Statement on Form S-4 (File No.

10 unchanged sentences

Supplemental Indenture No.

10, dated as of October 17, 2014, 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 October 17, 2014, and incorporated herein by reference).

Form of 5.25% Senior Secured Notes due 2025 (included in Exhibit 4.24).

Supplemental Indenture No.

11, dated as of January 16, 2015, by and among HCA Inc., HCA Holdings, Inc., 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 4.2 to the Company’s Current Report on Form 8-K filed January 16, 2015, and incorporated herein by reference).

Form of 5.375% Senior Notes due 2025 (included in Exhibit 4.26).

Supplemental Indenture No.

12, dated as of May 20, 2015, by and among HCA Inc., HCA Holdings, Inc., 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 4.4 to the Company’s Current Report on Form 8-K filed May 20, 2015, and incorporated herein by reference).

Supplemental Indenture No.

13, dated as of November 13, 2015, by and among HCA Inc., HCA Holdings, Inc., 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 4.2 to the Company’s Current Report on Form 8-K filed November 13, 2015, and incorporated herein by reference).

Form of 5.875% Senior Notes due 2026 (included in Exhibit 4.29).

Supplemental Indenture No.

14, dated as of December 8, 2015, by and among HCA Inc., HCA Holdings, Inc., 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 4.4 to the Company’s Current Report on Form 8-K filed December 8, 2015, and incorporated herein by reference).

Supplemental Indenture No.

15, dated as of March 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 4.2 to the Company’s Current Report on Form 8-K filed March 15, 2016, and incorporated herein by reference).

6 unchanged sentences

Supplemental Indenture No.

18, dated as of June 22, 2017, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank

Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 22, 2017, and incorporated herein by reference).

18, dated as of June 22, 2017, by and among HCA Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 22, 2017, and incorporated herein by reference).

Form of 5.500% Senior Secured Notes due 2047 (included in Exhibit 4.20).

56 unchanged sentences

Supplemental Indenture No.

37, dated as of February 23, 2024, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 23, 2024, and incorporated herein by reference).

37, dated as of February 23, 2024, among HCA Inc., HCA Healthcare, Inc., Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying

agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 23, 2024, and incorporated herein by reference).

Supplemental Indenture No.

16 unchanged sentences

Form of 5.950% Senior Notes due 2054 (included in Exhibit 4.68).

Supplemental Indenture No.

44, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 21, 2025, and incorporated herein by reference).

Supplemental Indenture No.

45, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, 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 on February 21, 2025, and incorporated herein by reference).

Supplemental Indenture No.

46, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 21, 2025, and incorporated herein by reference).

Supplemental Indenture No.

47, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on February 21, 2025, and incorporated herein by reference).

Supplemental Indenture No.

48, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as

paying agent, registrar and transfer agent (filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on February 21, 2025, and incorporated herein by reference).

Supplemental Indenture No.

49, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on February 21, 2025, and incorporated herein by reference).

Form of 5.000% Senior Notes due 2028 (included in Exhibit 4.71).

Form of Floating Rate Senior Notes due 2028 (included in Exhibit 4.72).

Form of 5.250% Senior Notes due 2030 (included in Exhibit 4.73).

Form of 5.500% Senior Notes due 2032 (included in Exhibit 4.74).

Form of 5.750% Senior Notes due 2035 (included in Exhibit 4.75).

Form of 6.200% Senior Notes due 2055 (included in Exhibit 4.76).

Supplemental Indenture No.

50, dated as of October 31, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 31, 2025, and incorporated herein by reference).

Supplemental Indenture No.

51, dated as of October 31, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, 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 on October 31, 2025, and incorporated herein by reference).

Supplemental Indenture No.

52, dated as of October 31, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 31, 2025, and incorporated herein by reference).

Supplemental Indenture No.

53, dated as of October 31, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on October 31, 2025, and incorporated herein by reference).

Form of 4.300% Senior Notes due 2030 (included in Exhibit 4.83).

Form of 4.600% Senior Notes due 2032 (included in Exhibit 4.84).

Form of 4.900% Senior Notes due 2035 (included in Exhibit 4.85).

Form of 5.700% Senior Notes due 2055 (included in Exhibit 4.86).

Form of Indemnity Agreement with certain officers and directors (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (File No.

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Amendment, dated December 22, 2020, to Amended and Restated HCA Supplemental Executive Retirement Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference).*

Amended and Restated HCA Restoration Plan, effective December 22, 2010 (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).*

Amendment to the Amended and Restated HCA Restoration Plan, effective June 5, 2020 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference).*

Amended and Restated HCA Restoration Plan, as amended through July 28, 2025 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and incorporated herein by reference).*

Employment Agreement dated November 16, 2006 (Samuel N.

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Hazen) (filed as Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference).*

Signing Bonus Agreement, dated as of January 24, 2022, by and between HCA Healthcare, Inc.

and Michael R.

McAlevey (filed as Exhibit 10.9(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference).*

Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, by and between HCA Inc.

and certain other parties thereto (filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference).

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.

Assignment and Assumption Agreement, dated November 22, 2010, by and among HCA Inc., HCA Holdings, Inc.

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and its Affiliates, as amended, effective February 16, 2011 (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference).*

Stockholders’ Agreement, dated as of March 9, 2011, by and among the Company, Hercules Holding II, LLC and the other signatories thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 16, 2011, and incorporated herein by reference).

Amendment, dated as of September 21, 2011, to the Stockholders’ Agreement, dated as of March 9, 2011 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 21, 2011, and incorporated herein by reference).

Amended and Restated Stockholders’ Agreement, dated as of February 6, 2026, by and among the Company, Hercules Holding II, and Frisco Holding II.

Form of Director Restricted Share Unit Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

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Executive Severance Policy (filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference).*

HCA Holdings, Inc.

Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 25, 2014 (File No.

001-11239), and incorporated herein by reference).*

Form of 2016 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 4, 2015, and incorporated herein by reference).*

Form of 2016 Stock Appreciation Right Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference).*

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and its Affiliates, as Amended and Restated (filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference).*

Form of 2020 Performance Share Unit Award Agreement Under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc.

and its Affiliates, as Amended and Restated (filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference).*

2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc., and its Affiliates (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, and incorporated herein by reference).*

Form of Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No.

2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc., and its Affiliates (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No.

333-237967), and incorporated herein by reference).*

First Amendment to 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2025, and incorporated herein by reference).*

Form of Employee Restricted Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

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333-237967), and incorporated herein by reference).*

Form of Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 4.7 to the Company’s Registration Statement on Form S-8 (File No.

333-237967), and incorporated herein by reference).*

Form of Director Restricted Share Unit Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

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and its Affiliates (filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and incorporated herein by reference).*

HCA Healthcare, Inc.

2022 Senior Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2022, and incorporated herein by reference).*

Form of 2023 Stock Appreciation Right Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

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2024 Executive Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2024, and incorporated herein by reference).*

Form of 2025 Stock Appreciation Right Award Agreement under the 2020 Stock Incentive Plan for

Key Employees of HCA Healthcare, Inc.

HCA Healthcare, Inc.

2025 Executive Officer Performance Excellence Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2025, and incorporated herein by reference).*

Form of 2025 Stock Appreciation Right Award Agreement under the 2020 Stock Incentive Plan forKey Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference).*

Form of 2025 Performance Share Unit Award Agreement Under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates (filed as Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference).*

Credit Agreement dated as of February 20, 2025, by and among HCA Inc., as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 20, 2025, and incorporated herein by reference).

Amendment No.

1 to Credit Agreement, dated as of October 23, 2025, by and among HCA Inc., as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and incorporated herein by reference).

Form of 2026 Stock Appreciation Right Award Agreement under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates.*

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Compensation Recoupment Policy (filed as Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference).

Exchange Agreement by and between the Company and Frisco, Inc., dated as of February 6, 2026.

The following financial information from our annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 10, 2026, formatted in Extensible Business Reporting Language (XBRL):

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February 10, 2026

C HIDSEY , III

February 10, 2026

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Implicit price concessions relate primarily to amounts due directly from patients and are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators.

Auditing management’s estimates of contractual adjustments and implicit price concessions was complex and judgmental due to the significant data inputs and subjective assumptions utilized in determining related amounts.

How We Addressed the

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We tested internal controls that address the risks of material misstatement related to the measurement and valuation of revenues, including estimation of contractual adjustments and implicit price concessions.

For example, we tested management’s internal controls over the key data inputs to the contractual adjustments and implicit price concession models, significant assumptions underlying management’s models, and management’s internal controls over retrospective reviews of historical reserve accuracy.

For example, we tested management’s internal controls over the key data inputs to the contractual adjustments and implicit price concession models, the significant assumptions underlying management’s models, and the retrospective reviews of historical reserve accuracy.

To test the estimated contractual adjustments and implicit price concessions, we performed audit procedures that included, among others, assessing the methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates.

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We also assessed the historical accuracy of management’s estimates as a source of potential corroborative or contrary evidence.

Professional Liability and Related Provision

Professional Liability and Related Provisions

Description of the Matter

At December 31, 2025, the Company’s reserves for professional liability risks were $2.044 billion and the Company’s related provision for losses for the year ended December 31, 2025 was $651 million.

As discussed in Note 1 to the consolidated financial statements, reserves for professional liability risks represent the estimated ultimate net cost of all reported and unreported losses incurred and unpaid through the consolidated balance sheet date.

As discussed in Note 1 to the consolidated financial statements, reserves for professional liability risks represent the estimated ultimate cost of all reported and unreported losses incurred and unpaid through the consolidated balance sheet date.

Management estimates professional liability reserves and provisions for losses using individual case-basis valuations and actuarial analyses.

Trends in the average frequency (number of claims) and ultimate average severity (cost per claim) of claims are significant assumptions in estimating the reserves.

Auditing management’s professional liability claims reserves was complex and judgmental due to the significant estimations required in determining the reserves, particularly the actuarial analyses and assumptions related to the effects of trends in average severity and average frequency of claims.

Auditing management’s reserves for professional liability risks was complex and judgmental due to the significant estimations required in determining the reserves, particularly the actuarial analyses and assumptions related to the effects of trends in average severity and average frequency of claims.

How We Addressed the

Matter in Our Audit

We tested management’s internal controls that address the risks of material misstatement over the Company’s professional liability claims reserves estimation process.

We tested management’s internal controls that address the risks of material misstatement over the Company’s reserves for professional liability risks estimation process.

For example, we tested internal controls over management’s review of the actuarial analyses, the significant assumptions, and the completeness and accuracy of claims data used in the reserve estimation process.

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Losses (gains) on sales of facilities

Losses on retirement of debt

Income before income taxes

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Foreign currency translation

Unrealized gains (losses) on available-for-sale securities

Losses (gains) included in other operating expenses

Unrealized gains on available-for-sale securities

Gains included in other operating expenses

Defined benefit plans

Pension costs included in salaries and benefits

Change in fair value of derivative financial instruments

Interest costs included in interest expense

Other comprehensive income (loss) before taxes

Income taxes (benefits) related to other comprehensive income items

Other comprehensive income (loss)

Pension (benefits) costs included in salaries and benefits

Other comprehensive income before taxes

Income taxes related to other comprehensive income items

Other comprehensive income

Comprehensive income

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Right-of-use operating lease assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

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Other accrued expenses

Long-term debt due within one year

Short-term borrowings and long-term debt due within one year

Long-term debt, less debt issuance costs and discounts of $ 436 and $ 369

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Income taxes and other liabilities

Stockholders’ equity (deficit):

Stockholders’ (deficit) equity:

Common stock $ 0.01 par;

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Balances, December 31, 2022

Comprehensive income (loss)

Comprehensive income

Repurchase of common stock

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Losses (gains) on sales of facilities

Losses on retirement of debt

Amortization of debt issuance costs and discounts

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Issuances of long-term debt

Net change in revolving credit facilities

Net change in short-term borrowings and revolving credit facilities

Repayment of long-term debt

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The estimated cost of charity care was $ 1.584 billion, $ 1.610 billion and $ 1.515 billion for the years ended December 31, 2025, 2024 and 2023 , respectively.

Recent Pronouncements

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced annual disclosures for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state and foreign taxes.

ASU 2023-09 is effective for public business entities for annual periods beginning on or after December 15, 2024.

We plan to adopt ASU 2023-09 effective January 1, 2025 applying a retrospective approach to all prior periods presented in the financial statements.

We do not believe the adoption of this new standard will have a material effect on our disclosures.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

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Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Accounts Receivable

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Days revenues in accounts receivable were 51 days, 54 days and 53 days at December 31, 2025, 2024 and 2023 , respectively.

Changes in general economic conditions, revenue cycle service center operations, payer mix, payer claim processing, or federal or state governmental health care coverage could affect our collection of accounts receivable, cash flows and results of operations.

Changes in general economic conditions, revenue cycle service center operations, payer mix, payer claim processing, or federal, state and private employer health care coverage could affect our collection of accounts receivable, cash flows and results of operations.

Inventories are stated at the lower of cost (first-in, first-out) or market.

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The estimates of fair value are usually based upon recent sales of similar assets and market responses based upon discussions with and offers received from potential buyers.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Investments of Insurance Subsidiaries

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The extent to which the fair value of the investment is less than amortized cost and our ability and intent to retain the investment, to allow for any anticipated recovery of the investment’s fair value, are important components of our investment securities evaluation process.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Goodwill and Intangible Assets

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Amortization of debt issuance costs and discounts is included in interest expense and was $ 44 million, $ 35 million and $ 35 million for 2025, 2024 and 2023 , respectively.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Professional Liability Claims

Professional Liability Reserves

Reserves for professional liability risks were $ 2.044 billion and $ 2.131 billion at December 31, 2025 and 2024 , respectively.

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Provisions for losses related to professional liability risks are based upon actuarially determined estimates.

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.

Loss and loss expense reserves represent the estimated ultimate net cost of all reported and unreported losses incurred and unpaid through the respective consolidated balance sheet dates.

Loss and loss expense reserves represent the estimated ultimate cost of all reported and unreported losses incurred and unpaid through the respective consolidated balance sheet dates.

The reserves for unpaid losses and loss expenses are estimated using individual case-basis valuations and actuarial analyses.

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Adjustments to the estimated reserve amounts are included in current operating results.

The reserves for professional liability risks cover approximately 2,100 individual claims at both December 31, 2024 and 2023 and estimates for unreported potential claims.

The reserves for professional liability risks cover approximately 2,360 and 2,120 individual claims at December 31, 2025 and 2024, respectively, and estimates for unreported potential claims.

The time period required to resolve these claims can vary depending upon the jurisdiction and whether the claim is settled or litigated.

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however, there can be no assurance the ultimate liability will not exceed our estimates.

A portion of our professional liability risks is insured through our insurance subsidiary.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — ACCOUNTING POLICIES (continued)

Professional Liability Reserves (continued)

A portion of our professional liability risks is insured through one of our insurance subsidiaries.

Subject, in most cases, to a $ 15 million per occurrence self-insured retention, our facilities are insured by our insurance subsidiary for losses up to $ 110 million per occurrence ($ 120 million effective January 1, 2026).

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The amounts receivable under the reinsurance contracts were $ 38 million and $ 35 million at December 31, 2025 and 2024 , respectively, recorded in “other assets,” and $ 9 million and $ 45 million at December 31, 2025 and 2024 , respectively, recorded in “other current assets.”

Financial Instruments

Derivative financial instruments have been employed to manage risks, including interest rate exposures, and have not been used for trading or speculative purposes.

Changes in the fair value of derivatives are recognized periodically either in earnings or in stockholders’ equity, as a component of other comprehensive income, depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or a cash flow hedge.

Gains and losses on derivatives designated as cash flow hedges, to the extent they are effective, are recorded in other comprehensive income, and subsequently reclassified to earnings to offset the impact of the hedged items when they occur.

The net interest paid or received on interest rate swaps is recognized as interest expense.

Noncontrolling Interests in Consolidated Entities

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Accordingly, we have recorded noncontrolling interests in the earnings and equity of such entities .

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2 — SHARE-BASED COMPENSATION

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Stock appreciation right (“SAR”) and restricted share unit (“RSU”) grants vest solely based upon continued employment over a specific period of time, and performance share unit (“PSU”) grants vest based upon both continued employment over a specific period of time and the achievement of predetermined financial targets over a specific period of time.

At December 31, 2024 there were 7.316 million shares available for future grants.

During 2025, the Company’s stockholders approved certain amendments to the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc.

and its Affiliates, including an increase in the number of shares available for issuance under the plan by 13.150 million shares.

At December 31, 2025 there were 18.794 million shares available for future grants under the plan.

Employee Stock Purchase Plan

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The fair value of each SAR award is estimated on the grant date, using valuation models and the weighted average assumptions indicated in the following table.

Awards under our stock incentive plans generally vest based on continued employment (“Time SARs” and “RSUs”) or based upon continued employment and the achievement of certain financial targets (“Performance SARs” and “PSUs”).

PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance of less than 90% of target) to two times the original PSU grant (for actual performance of 110% or more of target).

PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance less than 85% of target for 2025 grants and 90% of target for 2024 and prior grants) to two times the original PSU grant (for actual performance of 110% or more of target).

Each grant is valued as a single award with an expected term equal to the average expected term of the component vesting tranches.

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We use historical exercise behavior data and other factors to estimate the expected term of the SARs.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — SHARE-BASED COMPENSATION (continued)

SAR, RSU and PSU Activity (continued)

Compensation cost is recognized on the straight-line attribution method.

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Expected dividend yield

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — SHARE-BASED COMPENSATION (continued)

SAR, RSU and PSU Activity (continued)

Information regarding Time SAR and Performance SAR activity during 2025, 2024 and 2023 is summarized below (share amounts in thousands):

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As of December 31, 2025 , the unrecognized compensation cost related to nonvested SARs was $ 47 million.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — SHARE-BASED COMPENSATION (continued)

SAR, RSU and PSU Activity (continued)

Information regarding RSU and PSU activity during 2025, 2024 and 2023 is summarized below (share amounts in thousands):

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RSUs and PSUs outstanding, December 31, 2025

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — SHARE-BASED COMPENSATION (continued)

SAR, RSU and PSU Activity (continued)

The fair values of RSUs and PSUs that vested during 2025, 2024 and 2023 were $ 238 million, $ 539 million and $ 550 million, respectively.

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NOTE 3 — ACQUISITIONS AND DISPOSITIONS

During 2025 , we paid $ 189 million to acquire two hospital facilities in New Hampshire and Florida and $ 208 million to acquire nonhospital health care entities.

During 2024 , we paid $ 112 million to acquire three hospital facilities in Texas and $ 154 million to acquire nonhospital health care entities.

During 2023 , we paid $ 229 million to acquire four hospital facilities in Texas and $ 406 million to acquire nonhospital health care entities.

During 2022 , we paid $ 224 million to acquire nonhospital health care entities (noncontrolling interests of $ 72 million were recorded).

Purchase price amounts have been allocated to the related assets acquired and liabilities assumed based upon their respective fair values.

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The pro forma effects of these acquired entities on our results of operations for periods prior to the respective acquisition dates were not significant.

During 2025, we rece ived proceeds of $ 230 million and recognized a pretax gain of $ 41 million ($ 31 million net of tax ) related to the sales of two hospital facilities in California and Indiana.

We also received proceeds of $ 39 million and recognized a pretax loss of $ 4 million ($ 3 million after tax ) related to sales of real estate and other health care entity investments.

During 2024 , we received proceeds of $ 295 million and recognized a pretax gain of $ 189 million ($ 145 million net of tax ) related to the sale of a hospital facility in California.

We also received proceeds of $ 33 million and recognized a pretax loss of $ 5 million ($ 4 million after tax ) related to sales of real estate and other health care entity investments.

In addition, we recognized a pretax loss of $ 170 million ($ 130 million after tax ) related to a hospital facility in California that we have executed a definitive agreement to sell in 2025.

In addition, we recognized a pretax loss of $ 170 million ($ 130 million after tax ) related to a hospital facility in California that we sold in 2025.

During 2023 , we received proceeds of $ 162 million for the sale of two hospital facilities in Louisiana.

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We recognized a pretax loss of $ 5 million for these transactions.

During 2022 , we received proceeds of $ 326 million and recognized a pretax gain of $ 274 million ($ 200 million after tax ) related to sales of real estate and other health care entity investments.

We also received proceeds of $ 911 million and recognized a pretax gain of $ 1.027 billion ($ 527 million after tax and amounts attributable to noncontrolling interests) in 2022 related to the sale of a controlling interest in a subsidiary of our group purchasing organization.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — INCOME TAXES

Effective January 1, 2025, we adopted Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), with a retrospective approach to all prior periods presented.

Pretax income including income attributable to noncontrolling interests consists of the following (dollars in millions):

Income taxes paid consist of the following (dollars in millions):

The provision for income taxes consists of the following (dollars in millions):

Our provision for income taxes for the years ended December 31, 2025, 2024 and 2023 included tax benefits of $ 61 million, $ 102 million and $ 93 million, respectively, related to the settlement of employee equity awards.

The provision for income taxes reflects a $ 61 million reduction in interest (net of tax) and penalty expense and $ 36 million and $ 23 million of interest expense (net of tax) for the years ended December 31, 2024, 2023 and 2022, respectively.

The provision for income taxes reflects a $ 27 million and $ 61 million reduction in interest (net of tax) and penalty expense and $ 36 million of interest expense (net of tax) for the years ended December 31, 2025, 2024 and 2023 , respectively.

During 2024, we derecognized deferred tax assets and increased our tax provision by $ 276 million due to an internal restructuring of certain affiliates.

Our foreign pretax income was $ 79 million, $ 85 million and $ 66 million for the years ended December 31, 2024, 2023 and 2022, respectively.

HCA HEALTHCARE, INC.

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NOTE 4 — INCOME TAXES (continued)

A reconciliation of the federal statutory rate to the effective income tax rate follows:

Federal statutory rate

State income taxes, net of federal tax benefit

Change in liability for uncertain tax positions

Tax benefit from settlements of employee equity awards

A reconciliation of the federal statutory rate to the effective income tax rate follows (dollars in millions):

federal statutory tax rate

State and local taxes, net of federal income tax

Foreign tax effects

Nontaxable or nondeductible items

Noncontrolling interest

Share-based payment awards

Other nontaxable or nondeductible items

Changes in unrecognized tax benefits

Other Adjustments

Internal restructuring of affiliates

Other items, net

Effective income tax rate on income attributable to HCA Healthcare, Inc.

Income attributable to noncontrolling interests from consolidated partnerships

Effective income tax rate on income before income taxes

Other adjustments, net

Effective tax rate on income before income taxes

(1) State taxes in Florida and Texas made up the majority (greater than 50%) of the tax effect in this category.

The 2025 Federal Budget Act (the "FBA"), which was enacted on July 4, 2025, makes numerous tax changes, including reinstatement of 100% bonus depreciation for qualifying property placed in service after January 19, 2025, changing the timing of cash tax payments in 2025 and expected timing of cash tax payments for future years.

We do not expect the tax provisions of the FBA will have a material impact on our effective tax rate.

A summary of the items comprising our deferred tax assets and liabilities at December 31 follows (dollars in millions):

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Utilization of net operating loss carryforwards in any one year may be limited.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — INCOME TAXES (continued)

The following table summarizes the activity related to our gross unrecognized tax benefits, excluding accrued interest and penalties of $ 78 million and $ 115 million as of December 31, 2025 and 2024, respectively (dollars in millions):

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Unrecognized tax benefits of $ 274 million as of December 31, 2025 ($ 295 million as of December 31, 2024) would affect the effective rate, if recognized.

During 2024, the Internal Revenue Service (“IRS”) completed its examination of our 2016, 2017 and 2018 income tax returns, resolving all federal income tax matters for those years, and the 2020 federal statute of limitations expired.

We reduced our tax provision by $ 254 million, including interest of $ 118 million (net of tax).

During 2025, the Internal Revenue Service (“IRS”) concluded its examination of the Company ’ s 2022 and 2023 income tax returns resolving all federal income tax matters for those years.

Completion of the examination had no material impact on our results of operations or financial position.

During 2024, the IRS completed its examination of our 2016, 2017 and 2018 income tax returns, resolving all federal income tax matters for those years.

In 2024, we reduced our tax provision by $ 254 million, including interest of $ 118 million (net of tax).

Of this amount, $ 181 million, including $ 47 million of interest (net of tax) related to the tax rate changes under the 2017 Tax Cuts and Jobs Act.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — INCOME TAXES (continued)

At December 31, 2024, the IRS was examining the Company's 2022 and 2023 income tax returns and the 2019 income tax returns of certain affiliates.

We are subject to examination by the IRS for tax years after 2020, as well as by state and foreign taxing authorities.

Depending on the resolution of any federal, state and foreign tax disputes, the completion of examinations by federal, state or foreign taxing authorities, or the expiration of statutes of limitation for specific taxing jurisdictions, we believe it is reasonably possible that our liability for unrecognized tax benefits may significantly increase or decrease within the next 12 months.

However, we are currently unable to estimate the range of any possible change.

At December 31, 2025 , the IRS was examining the 2019 tax returns of certain affiliates of the Company.

We are subject to examination by the IRS for years after 2023 , as well as by state and foreign taxing authorities.

NOTE 5 — EARNINGS PER SHARE

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Diluted earnings per share

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES

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Investment carrying value

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued)

Debt securities

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At December 31, 2025 and 2024, the investments in debt securities of our insurance subsidiaries were classified as “available-for-sale.” Changes in unrealized gains and losses that are not credit-related are recorded as adjustments to other comprehensive income (loss).

Scheduled maturities of investments in debt securities at December 31, 2024 were as follows (dollars in millions):

Scheduled m aturities of investments in debt securities at December 31, 2025 were as follows (dollars in millions):

Due in one year or less

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Expected and scheduled maturities may differ because the issuers of certain securities have the right to call, prepay or otherwise redeem such obligations prior to their scheduled maturity date.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

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The investments of our insurance subsidiaries are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

The following tables summarize the investments of our insurance subsidiaries measured at fair value on a recurring basis as of December 31, 2025 and 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):

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Less amounts classified as current assets

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

The estimated fair value of our long-term debt was $ 45.911 billion and $ 40.845 billion at December 31, 2025 and 2024 , respectively, compared to carrying amounts, gross of debt issuance costs, premiums and discounts, aggregating $ 46.928 billion and $ 43.400 billion, respectively.

The estimates of fair value are generally based on Level 2 inputs, including quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities.

NOTE 8 — LONG-TERM DEBT

A summary of long-term debt at December 31, including related interest rates at December 31, 2024, follows (dollars in millions):

Senior secured asset-based revolving credit facility

Senior secured revolving credit facility

Senior secured term loan facilities (effective interest rate of 5.8 %)

NOTE 8 — DEBT

A summary of our debt at December 31, 2025 and December 31, 2024, including related interest rates at December 31, 2025, follows (dollars in millions):

Short-term borrowings:

Commercial paper (average life of 18 days, weighted average rate of 4.3 %)

Long-term debt:

Senior secured term loan facility

Other senior secured debt (effective interest rate of 4.6 %)

Senior secured debt

Senior unsecured notes (effective interest rate of 5.1 %)

Senior unsecured credit facilities

Senior unsecured notes payable through 2095 (effective interest rate of 5.1 %)

Debt issuance costs and discounts

Total debt (average life of 10.9 years, rates averaging 5.1 %)

Total long-term debt (average life of 11.9 years, rates averaging 5.1 %)

Less amounts due within one year

2025 Financing Activities

W e issued $ 5.250 billion aggregate principal amount of senior notes comprised of (i) $ 700 million aggregate principal amount of 5.000 % senior notes due 2028, (ii) $ 300 million aggregate principal amount of floating rate senior notes due 2028, (iii) $ 750 million aggregate principal amount of 5.250 % senior notes due 2030, (iv) $ 750 million aggregate principal amount of 5.500 % senior notes due 2032, (v) $ 1.500 billion aggregate principal amount of 5.750 % senior notes due 2035 and (vi) $ 1.250 billion aggregate principal amount of 6.200 % senior notes due 2055 .

We used the net proceeds to repay borrowings under the senior unsecured credit facility and for general corporate purposes.

We also issued $ 3.250 billion aggregate principal amount of senior notes comprised of (i) $ 500 million aggregate principal amount of 4.300 % senior notes due 2030, (ii) $ 1.000 billion aggregate principal amount of 4.600 % senior notes due 2032, (iii) $ 1.000 billion aggregate principal amount of 4.900 % senior notes due 2035 and (iv) $ 750 million aggregate principal amount of 5.700 % senior notes due 2055.

We used the net proceeds to repay borrowings under the commercial paper program and for general corporate purposes.

We repaid at maturity all $ 2.600 billion aggregate principal amount of 5.375 % senior notes, all $ 1.400 billion aggregate principal amount of 5.25 % senior notes, $ 291 million aggregate principal amount of 7.69 % senior notes and $ 125 million aggregate principal amount of 7.58 % medium-term notes.

We also redeemed all $ 1.500 billion aggregate principal amount of 5.875 % senior notes due 2026.

Senior Unsecured Credit Facility And Other Senior Secured Debt

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 terminated our $ 4.500 billion senior secured asset-based revolving credit facility, our $ 3.500 billion senior secured revolving cash flow credit facility and our senior secured term loan facility of $ 1.238 billion.

Finance leases and other secured debt totaled $ 1.021 billion at December 31, 2025.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — LONG-TERM DEBT (continued)

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.

We used the net proceeds to repay borrowings under our asset-based revolving credit facility and for general corporate purposes.

During 2024, we repaid all of the $ 2.000 billion aggregate principal amount of 5.000 % senior notes due 2024 at maturity.

During 2024, we also issued $ 3.000 billion aggregate principal amount of senior notes comprised of (i) $ 750 million aggregate principal amount of 5.450 % senior notes due 2031 (the “New 2031 Notes”), (ii) $ 1.250 billion aggregate principal amount of 5.450 % senior notes due 2034 and (iii) $ 1.000 billion aggregate principal amount of 5.950 % senior notes due 2054.

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.

We used the net proceeds to repay borrowings under our asset-based revolving credit facility and for general corporate purposes.

Senior Secured Credit Facilities And Other Senior Secured Debt

We have entered into the following senior secured credit facilities:

(i) a $ 4.500 billion asset-based revolving credit facility maturing on June 30, 2026 with a borrowing base of 85 % of eligible accounts receivable, subject to customary reserves and eligibility criteria (none outstanding at December 31, 2024 ) (the “ABL credit facility”);

(ii) a $ 3.500 billion senior secured revolving credit facility maturing on June 30, 2026 ( no ne outstanding at December 31, 2024 without giving effect to certain outstanding letters of credit);

and (iii) a $ 1.238 billion senior secured term loan facility maturing on June 30, 2026 .

We refer to the facilities described under (ii) and (iii) above, collectively, as the “cash flow credit facility” and, together with the ABL credit facility, the “senior secured credit facilities.” Finance leases and other secured debt totaled $ 1.046 billion at December 31, 2024.

Borrowings under the senior secured credit facilities bear interest at a rate equal to, at our option, either (a) a base rate determined by reference to the higher of (1) the federal funds rate plus 0.50 % or (2) the prime rate of Bank of America or (b) a reference rate (the Secured Overnight Financing Rate (SOFR)) for the relevant interest period, plus, in each case, an applicable margin.

The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to attaining certain leverage ratios.

The senior secured credit facilities contain a number of covenants that restrict, subject to certain exceptions, our (and some or all of our subsidiaries’) ability to incur additional indebtedness, repay subordinated indebtedness, create liens on assets, sell assets, make investments, loans or advances, engage in certain transactions with affiliates, pay dividends and distributions, and enter into sale and leaseback transactions.

In addition, we are required to satisfy and maintain a maximum total leverage ratio covenant under the cash flow credit facility and, in certain situations under the ABL credit facility, a minimum interest coverage ratio covenant.

NOTE 8 — DEBT (continued)

Commercial Paper Program

During 2025, we established a commercial paper program under which we may issue unsecured commercial paper notes from time to time up to a maximum aggregate face or principal amount of $ 4.000 billion outstanding at any time.

Amounts available under the program may be borrowed, repaid and reborrowed from time to time.

The maturities of the commercial paper notes borrowings may vary, but will not exceed 397 days from the date of issue, and the proceeds from the program will be used for general corporate purposes.

In connection with the commercial paper program, we intend to maintain a minimum available borrowing capacity under our $ 8.000 billion senior unsecured credit facility equal to the aggregate amount outstanding under the commercial paper program.

At December 31, 2025, we had $ 2.207 billion of commercial paper outstanding, and there were no borrowings outstanding under our senior unsecured credit facility.

Senior Unsecured Notes

Senior unsecured notes consist of (i) $ 40.541 billion aggregate principal amount of senior notes with maturities ranging from 2025 to 2064 ;

(ii) an aggregate principal amount of $ 125 million medium-term notes maturing 2025;

and (iii) an aggregate principal amount of $ 450 million debentures with maturities ranging from 2027 to 2095 .

Senior unsecured notes consist of (i) $ 43.250 billion aggregate principal amount of senior notes with maturities ranging from 2026 to 2064 and (ii) an aggregate principal amount of $ 450 million debentures with maturities ranging from 2027 to 2095 .

General Debt Information

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

All obligations under the ABL credit facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the receivables of the borrowers and each guarantor under such ABL credit facility (the “Receivables Collateral”).

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — LONG-TERM DEBT (continued)

General Debt Information (continued)

All obligations under the cash flow credit facility and the guarantees of such obligations are secured, subject to permitted liens and other exceptions, by:

• a first-priority lien on the capital stock owned by HCA Inc., or by any guarantor, in each of their respective first-tier subsidiaries;

• a first-priority lien on substantially all present and future assets of HCA Inc.

and of each guarantor other than (i) “Principal Properties” (as defined in the 1993 Indenture), (ii) certain other real properties and (iii) deposit accounts, other bank or securities accounts, cash, leaseholds, motor-vehicles and certain other exceptions;

• a second-priority lien on certain of the Receivables Collateral.

Maturities of long-term debt in years 2027 through 2030 are $ 2.547 billion, $ 3.645 billion, $ 3.577 billion and $ 4.021 billion, respectively.

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Finance leases

Long-term debt due within one year

Short-term borrowings and long-term debt due within one year

Operating leases

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(1) Expenses are included in “other operating expenses” in our consolidated income statements.

The following table presents supplemental cash flow information for the years ended December 31, 2024, 2023 and 2022 (dollars in millions):

The fo llowing table presents supplemental cash flow information for the years ended December 31, 2025, 2024 and 2023 (dollars in millions):

Cash paid for amounts included in the measurement of lease liabilities:

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The amended and restated certificate of incorporation authorizes the Company to issue up to 1,800,000,000 shares of common stock, and our amended and restated by-laws set the number of directors constituting the board of directors of the Company at not less than three members, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office.

On February 6, 2026, the Company entered into an Exchange Agreement with an entity controlled by the Company’s founder, Dr.

and certain of his affiliates.

Under the Exchange Agreement, the Company exchanged 36,629,188 shares of our common stock delivered to the Company for 36,557,141 new shares of our common stock (the “Exchange”).

Upon receipt of the exchanged shares, the Company retired and canceled the shares, which ceased to be outstanding and returned to the status of authorized but unissued shares.

As a result, the net effect of the Exchange is a decrease of 72,047 shares of our outstanding common stock.

Share Repurchase Transactions

During January 2025, January 2024, January 2023, January 2022 and February 2021, our Board of Directors authorized share repurchase programs for up to $ 10 billion, $ 6 billion, $ 3 billion, $ 8 billion and $ 6 billion, respectively, of the Company’s outstanding common stock.

During January 2026, January 2025, January 2024, January 2023 and January 2022, our Board of Directors authorized share repurchase programs for up to $ 10 billion, $ 10 billion, $ 6 billion, $ 3 billion and $ 8 billion, respectively, of the Company’s outstanding common stock.

During 2025, we repurchased 26.739 million shares of our common stock at an average price of $ 374.54 per share through market purchases pursuant to the January 2024 authorization (which was completed during 2025) and the January 2025 authorization.

1 unchanged sentence

During 2024 , we repurchased 17.798 million shares of our common stock at an average price of $ 337.74 per share through market purchases pursuant to the January 2023 authorization (which was completed during 2024) and the January 2024 authorization.

During 2022 , we repurchased 30.747 million shares of our common stock at an average price of $ 227.67 per share through market purchases pursuant to the February 2021 authorizations (which were completed during 2022) and the January 2022 authorization.

During 2023 , we repurchased 14.465 million shares of our common stock at an average price of $ 263.47 per share through market purchases pursuant to the January 2022 authorization (which was completed during 2023) and the January 2023 authorization.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12 — EMPLOYEE BENEFIT PLANS

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Company credits to participants’ hypothetical account balances (the Restoration Plan is not funded) depend upon participants’ compensation, years of vesting service, hypothetical investment returns (gains or losses) and certain IRS limitations.

The amount recognized under this plan was $ 31 million expense for 2024 , $ 40 million expense for 2023 and a $ 27 million credit for 2022 .

Accrued benefits liabilities under this plan totaled $ 229 million at December 31, 2024 and $ 227 million at December 31, 2023.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12 — EMPLOYEE BENEFIT PLANS (continued)

Benefits expense under the plan was $ 40 million for 2025 , $ 31 million for 2024 and $ 40 million for 2023 .

Accrued benefits liabilities under the plan totaled $ 237 million at December 31, 2025 and $ 229 million at December 31, 2024.

We maintain a Supplemental Executive Retirement Plan (“SERP”) for certain executives (the SERP is not funded).

3 unchanged sentences

We maintain defined benefit pension plans which resulted from certain hospital acquisitions in prior years.

The amount recognized under these plans was a $ 6 million credit for 2024 , $ 2 million expense for 2023 , and an $ 11 million credit for 2022 .

The amount recognized under these plans was a $ 7 million credit for 2025 , $ 6 million credit for 2024 and $ 2 million expense for 2023 .

Net assets available for benefits in excess of the projected benefit obligation under these plans were $ 165 million and $ 118 million at December 31, 2025 and 2024 , respectively.

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION

Effective January 1, 2024 , we adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

We operate in one line of business, which is operating hospitals and related health care entities.

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the National, Atlantic and American Groups.

At December 31, 2024 , the National Group included 55 hospitals located in Alaska, California, Idaho, Indiana, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia, the Atlantic Group included 62 hospitals located in Florida, Georgia, Northern Kansas, Missouri and South Carolina, and the American Group included 65 hospitals located in Colorado, Central Kansas, Louisiana and Texas.

At December 31, 2025 , the National Group included 53 hospitals located in Alaska, California, Idaho, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia;

the Atlantic Group included 63 hospitals located in Florida, Georgia, Northern Kansas, Missouri and South Carolina;

and the American Group included 66 hospitals located in Colorado, Central Kansas, Louisiana and Texas.

The eight hospitals we operate in England are included in the Corporate and other group.

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests.

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Adjusted segment EBITDA

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

For the Year Ended December 31, 2024

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Adjusted segment EBITDA

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

For the Year Ended December 31, 2023

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Losses (gains) on sales of facilities

Losses on retirement of debt

Income before income taxes

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

For the Year Ended December 31,

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Corporate and other

HCA HEALTHCARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)

National Group

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14 — OTHER COMPREHENSIVE LOSS

NOTE 14 — OTHER COMPREHENSIVE (LOSS) INCOME

The components of accumulated other comprehensive loss are as follows (dollars in millions):

1 unchanged sentence

Balances at December 31, 2022

Unrealized losses on available-for-sale securities, net

of $ 12 income tax benefit

Foreign currency translation adjustments, net of $ 16

income tax benefit

Defined benefit plans, net of $ 11 of income taxes

Change in fair value of derivative instruments, net of

$ 1 of income taxes

Expense reclassified into operations from other

comprehensive income, net of none, $ 2 and $ 1

income tax benefits, respectively

Balances at December 31, 2022

Unrealized gains on available-for-sale securities, net

of $ 2 of income taxes

Foreign currency translation adjustments, net of $ 7

of $ 2 income taxes

Foreign currency translation adjustments, net of $ 7

Defined benefit plans, net of $ 6 of income taxes

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Balances at December 31, 2024

Unrealized gains on available-for-sale securities, net

of $ 3 income taxes

Foreign currency translation adjustments, net of $ 10

Defined benefit plans, net of $ 7 of income taxes

Benefits reclassified into operations from

other comprehensive income, net of $ 2 of income taxes

Balances at December 31, 2025

NOTE 15 — OTHER ACCRUED EXPENSES

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures