HCA Share-Count Changes Prompt Ownership Update — Thomas F. Frist, Jr. Reports 33.8%

Family-trust transfers of Hercules partnership units left the participants’ total beneficial share ownership unchanged.

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HCA Share-Count Changes Prompt Ownership Update — Thomas F. Frist, Jr. Reports 33.8%

Thomas F. Frist, Jr. reported 70,536,810 shares, or 33.8% of HCA Healthcare, which runs hospitals and outpatient care facilities in the United States and England, in an amended SEC ownership filing Friday. Changes in HCA’s outstanding share count prompted the update, rather than material changes in the reporting holders’ beneficial ownership.

Shared Control, Not Personal Holdings

The ownership percentages use HCA’s 208,892,500 outstanding shares as of October 26, reported in its third-quarter financial report. Apart from the amended information, the holders kept their February 10, 2026, ownership disclosure unchanged.

The large individual totals encompass shares over which the reporting people may be considered to share voting and investment control through partnerships and other holdings. They are not separate personal stakes that can be added together.

The other individuals reported these beneficial-ownership totals:
- Thomas F. Frist III: 69,970,126 shares, or 33.5%.
- William R. Frist: 70,477,253 shares, or 33.7%.
- Patricia F. Elcan: 70,147,612 shares, or 33.6%.

Frisco Holding II reported an aggregate 38,882,521 shares, or 18.6%; Hercules Holding II reported 34,608,269, or 16.6%. Their direct holdings were smaller: Frisco held 36,557,141 shares, approximately 17.5%, and Hercules held 32,282,889, approximately 15.5%.

Private investor groups own the partnerships, with the reporting individuals among their members. A partnership unit generally represents the economic interest associated with one HCA share. Frist, Jr.’s total also includes 478,955 directly owned shares and 1,217,825 shares held by foundations or other nonprofits where he serves as a director.

Hercules Units Move Between Family Trusts

Frist III transferred 555,500 units of Hercules on Wednesday to trusts benefiting his children, with him or his spouse serving as trustee. The transfers satisfied obligations and left his total beneficial share ownership unchanged.

Elcan transferred 47,002 Hercules units to trusts benefiting her children: 20,191 units satisfied obligations, while 26,811 were exchanged for equally valued assets. Trusts benefiting her children also transferred 839,869 Hercules units to other trusts benefiting her children to satisfy obligations; she or her spouse serves as trustee of the trusts involved.

Those transfers likewise left Elcan’s total beneficial ownership unchanged. All the transactions used $503.525 per Hercules unit, the average of HCA shares’ Wednesday high and low prices.

The Hospital Business Behind The Stakes

HCA operated 190 hospitals at December 31, 2025: 179 general acute care hospitals, seven behavioral hospitals treating mental health and substance abuse, and four rehabilitation hospitals. The acute care hospitals had 50,436 licensed beds.

Its network across 19 states and England also included 121 freestanding ambulatory surgery centers and 31 freestanding endoscopy centers, alongside urgent care centers, walk-in clinics, physician practices, home health agencies and hospices.

HCA reported $75,600 million in revenue for 2025. Payments for patient care come from Medicare, Medicaid, managed care plans, private insurers and patients themselves.

The Wednesday trust transactions moved partnership interests within the family arrangements while leaving Frist III’s and Elcan’s total beneficial share ownership intact.

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