Thomas F. Frist III, a director and 10% owner of HCA Healthcare, Inc. (NYSE:HCA), filed a Form 4 on November 6, 2026, disclosing a transfer of 555,500 Hercules Holding II units to trusts for the benefit of his children on November 4, 2026.

Key Highlights

  • Transaction date: November 4, 2026, involving 555,500 units of Hercules Holding II, transferred at a price per unit of $503.525.
  • Price basis: The $503.525 per-unit price represented the average of the high and low prices of HCA Healthcare common stock on November 4, 2026, according to the filing.
  • No change in total beneficial ownership: The filing states that "these transfers did not change the total number of Shares of which the Reporting Person may be deemed to have beneficial ownership."
  • Hercules Holding II position: Following the reported transactions, Hercules Holding II holds 32,282,889 shares of HCA Healthcare common stock, par value $0.01 per share, indirectly attributed to the reporting person.
  • Frisco Holding II position: Frisco Holding II separately holds 36,557,141 shares, also indirectly attributed to the reporting person.
  • Restricted share units: The filing also notes 15,858 restricted share units, payable in shares, to be delivered to the reporting person when he ceases to be a director of the issuer.
  • Beneficial ownership disclaimer: Frist III disclaims beneficial ownership of Hercules and Frisco shares except to the extent of his pecuniary interest, as described in the filing's footnotes.

Frist III Restructures Hercules Holding II Units Within Family Trust Framework

According to the Form 4 filed with the SEC, Thomas F. Frist III transferred a total of 555,500 units of Hercules Holding II to trusts established for the benefit of his children, of which he or his spouse serves as trustee. The transfer was made on November 4, 2026, in satisfaction of obligations, and each unit was priced at $503.525, described in the filing as the average of the high and low prices of HCA Healthcare common stock on that date.

The filing reports both a disposal (D) and an acquisition (A) of 555,500 units, each at $503.525, reflecting the internal transfer of units within the reporting person's family structure. The filing states explicitly that these transfers "did not change the total number of Shares of which the Reporting Person may be deemed to have beneficial ownership." Hercules Holding II is described as held by a private investor group including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr., and Frist III is said to exercise voting and investment control over the shares held by Hercules.

In addition to the Hercules position, the filing discloses that Frisco Holding II holds 36,557,141 shares, indirectly attributed to the reporting person under a similar structure involving a private investor group with affiliates of Dr. Thomas F. Frist Jr. Frist III disclaims beneficial ownership of both the Hercules and Frisco shares beyond his pecuniary interest, which the filing specifies includes indirect interests corresponding to 3,034,522 shares by the reporting person personally, 9,497 shares by his spouse, and 3,965,851 shares by trusts for his children through Hercules, plus 1,172 shares personally and 11,868,140 shares through trusts for his children via Frisco.

What Was Disclosed

Frist III reported a November 4, 2026, internal transfer of 555,500 Hercules Holding II units to children's trusts at $503.525 per unit. The filing states the transaction did not alter his total beneficial ownership of HCA Healthcare common stock.