SEC Form DEF 14A filed by HCA Healthcare Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 23, 2026

Dear Stockholder:

On Thursday, April 23, 2026, HCA Healthcare, Inc. will hold its annual meeting of stockholders in a virtual meeting format only, via live webcast. The meeting will begin at 2:00 p.m. (CDT) and is being held for the following purposes:

Only stockholders that owned our common stock at the close of business on February 23, 2026 are entitled to notice of and may vote at this meeting.

References to “HCA,” “HCA Healthcare,” the “Company,” “we,” “us,” or “our” in this notice and the accompanying proxy statement refer to HCA Healthcare, Inc. and its applicable affiliates unless otherwise indicated.

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, TO ENSURE THE PRESENCE OF A QUORUM, PLEASE VOTE PRIOR TO THE VIRTUAL ANNUAL MEETING OVER THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THESE MATERIALS OR COMPLETE, DATE, AND SIGN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING AND WISH TO VOTE YOUR SHARES DURING THE MEETING, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.

Nashville, Tennessee

March 13, 2026

TABLE OF CONTENTS

Proxy Statement for Annual Meeting of Stockholders

to be held on April 23, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON THURSDAY, APRIL 23, 2026

The Company’s Proxy Statement and 2025 Annual Report to Stockholders are available on the Investor Relations section of our website at investor.hcahealthcare.com. Additionally, and in accordance with Securities and Exchange Commission Rules, you may access our proxy materials, including the Company’s Proxy Statement, form of Proxy Card and 2025 Annual Report to Stockholders, at https://materials.proxyvote.com/40412C.

Certain statements contained in this proxy statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical or current facts, including statements regarding our corporate responsibility plans and objectives, including statements related to our efforts to enhance care delivery and efforts to use technology, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions or future or conditional tense verbs such as “will,” “may,” “might,” “should,” “would,” “could” and “working” to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in our 2025 Annual Report on Form 10-K and subsequent Securities and Exchange Commission filings. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

QUESTIONS AND ANSWERS

A: This proxy statement was first mailed or made available to stockholders on or about March 13, 2026. Our 2025 Annual Report to Stockholders is being mailed or made available with this proxy statement. The 2025 Annual Report to Stockholders is not part of the proxy solicitation materials.

A: Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to our proxy materials and 2025 Annual Report to Stockholders over the Internet. Accordingly, we are sending to our stockholders of record and beneficial owners a notice of Internet availability of the proxy materials (“Internet Notice”) instead of sending a paper copy of the proxy materials and 2025 Annual Report to Stockholders. All stockholders receiving the Internet Notice will have the ability to access the proxy materials and 2025 Annual Report to Stockholders on a website referenced in the Internet Notice or to request a printed set of the proxy materials and 2025 Annual Report to Stockholders. Instructions on how to access the proxy materials and 2025 Annual Report to Stockholders over the Internet or to request a printed copy may be found in the Internet Notice and in this proxy statement. In addition, the Internet Notice contains instructions on how you may request to receive our proxy materials and Annual Reports to Stockholders in printed form by mail or electronically on an ongoing basis.

A: At the annual meeting, stockholders will act upon the following matters outlined in the notice of meeting on the cover page of this proxy statement: (i) the election of each of the directors nominated by the Board of Directors; (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026; (iii) an advisory resolution to approve our executive compensation as described in this proxy statement (“say-on-pay”); (iv) the consideration and vote upon a stockholder proposal regarding a report on healthcare consequences, if properly presented; and (v) the consideration and vote upon a stockholder proposal regarding shareholders’ right to act by written consent, if properly presented.

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In addition, following the formal business of the meeting, our management team will be available to respond to questions pertinent to company matters from our stockholders. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business or are otherwise out of order or not suitable for the conduct of the virtual annual meeting. If we receive substantially similar questions, we may group questions together and provide a single response to avoid repetition.

A: Stockholders of record as of the close of business on February 23, 2026, or their duly appointed proxies, may attend the virtual annual meeting. The annual meeting will commence at 2:00 p.m. (CDT).

A: The annual meeting will be held in a virtual meeting format only, via live webcast. You will not be able to physically attend the annual meeting in person. The virtual annual meeting will be held at www.virtualshareholdermeeting.com/HCA2026. To attend and be able to vote and ask questions during the annual meeting, you must enter the 16-digit control number found on your Proxy Card or notice you previously received. Online access to the webcast will open approximately 15 minutes prior to the start of the annual meeting to allow time for you to log in and test your system. If you experience technical difficulties during the check-in process or during the meeting, please call 1-844-986-0822 (toll free) or 303-562-9300 (international) for assistance.

In the event of technical difficulties with the annual meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/HCA2026. If necessary, the announcement will provide updated information regarding the date, time and location of the annual meeting. Any updated information regarding the annual meeting will also be posted on the Investor Relations section of the Company’s website.

A: Only stockholders of record as of the close of business on February 23, 2026 are entitled to receive notice of and participate in the annual meeting. As of the record date, there were 223,568,966 shares of our common stock outstanding. Every stockholder is entitled to one vote for each share held as of the record date. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the annual meeting.

A: The Company’s Board of Directors is sending you this proxy statement in connection with the solicitation of proxies for use at the 2026 annual meeting. The Company pays the cost of soliciting proxies. Proxies may be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of our directors, officers, and employees, without additional compensation. In addition, we have retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $20,000 plus associated costs and expenses. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of shares of our common stock, in which case we will reimburse these parties for their reasonable out-of-pocket expenses.

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A: You may vote on (i) the election of directors nominated to serve on our Board of Directors; (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026; (iii) the advisory say-on-pay resolution to approve our executive compensation; (iv) the stockholder proposal regarding a report on healthcare consequences, if properly presented; and (v) the stockholder proposal regarding shareholders’ right to act by written consent, if properly presented.

A: The Board unanimously recommends that you vote as follows:

A: It is not expected that any matter not referred to herein will be presented for action at the annual meeting. If any other matters are properly brought before the annual meeting, including, without limitation, a motion to adjourn the annual meeting to another time and/or place for the purpose of, among other matters, permitting dissemination of information regarding material developments relating to any of the proposals or soliciting additional proxies in favor of the approval of any of the proposals, the persons named on the accompanying Proxy Card will vote the shares represented by such proxy upon such matters in their discretion. Should the annual meeting be reconvened, all proxies will be voted in the same manner as such proxies would have been voted when the annual meeting was originally convened, except for the proxies effectively revoked or withdrawn prior to the time proxies are voted at such reconvened meeting.

A: You may vote during the annual meeting by following the instructions available on the meeting website during the meeting or authorize the persons named as proxies on the Proxy Card to vote your shares by returning the Proxy Card by mail, over the Internet, or by telephone. Although we offer four different voting methods, we encourage you to vote prior to the annual meeting over the Internet as we believe it is the most cost-effective method for the Company. We also recommend that you vote as soon as possible, even if you are planning to attend the virtual annual meeting, so that the vote count will not be delayed. Voting prior to the annual meeting over the Internet or by telephone both provide convenient, cost-effective alternatives to returning your Proxy Card by mail. If you choose to vote your shares prior to the annual meeting over the Internet or by telephone, there is no need for you to mail back your Proxy Card.

To Vote Over the Internet Prior to the Annual Meeting:

Log on to the Internet and go to the website www.proxyvote.com (24 hours a day, 7 days a week). Have your Proxy Card available when you access the website. You will need the control number from your Proxy Card to vote.

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To Vote By Telephone:

On a touch-tone telephone, call 1-800-690-6903 (24 hours a day, 7 days a week). Have your Proxy Card available when you make the call. You will need the control number from your Proxy Card to vote.

To Vote By Proxy Card:

Complete and sign the Proxy Card and return it to the address indicated on the Proxy Card. If you received an Internet Notice instead of a paper copy of the proxy materials and 2025 Annual Report to Stockholders, you should follow the voting instructions set forth in the Internet Notice.

Internet and telephone voting options are available until 11:59 p.m. (ET) on April 22, 2026 for shares held directly.

You have the right to revoke your proxy at any time before the meeting by: (i) notifying our Corporate Secretary in writing at One Park Plaza, Nashville, Tennessee 37203; (ii) voting during the virtual annual meeting by following the instructions available on the virtual meeting website; (iii) submitting a later-dated Proxy Card; (iv) submitting another vote by telephone or over the Internet; or (v) if applicable, submitting new voting instructions to your broker or nominee. If you have questions about how to vote or revoke your proxy, you should contact our Corporate Secretary at One Park Plaza, Nashville, Tennessee 37203. For shares held in street name, refer to Question 12.

A: If your shares are held by your broker or other nominee, often referred to as held in street name, you will receive a form from your broker or nominee seeking instruction as to how your shares should be voted. You should contact your broker or other nominee with questions about how to provide or revoke your instructions.

A: Since Proposal 1 in this proxy statement is in respect of an uncontested director election, Proposal 1 requires the affirmative vote of a majority of the votes cast at the annual meeting to elect a nominee, which means that a nominee will be elected only if the number of shares voted “for” that nominee exceeds the number of shares voted “against” that nominee. Accordingly, each nominee receiving a greater number of shares voted “for” such nominee than “against” such nominee shall be elected as a director. If an incumbent director does not receive a greater number of shares voted “for” such director than “against” such director, then such director shall tender his or her resignation to the Board of Directors, which resignation shall be contingent upon acceptance thereof by the Board of Directors. If a nominee who is not an incumbent director does not receive a greater number of shares voted “for” such director than “against” such director, then such nominee will not be elected to the Board of Directors. In the event there is a contested director election, director nominees must receive affirmative votes from a plurality of the votes cast at the annual meeting to be elected. This means that the nominees receiving the greatest number of affirmative votes of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote will be elected as directors.

A: Ratification of Ernst & Young LLP: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending

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December 31, 2026 must receive affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote to be approved.

Advisory Say-On-Pay Resolution: The advisory say-on-pay resolution to approve our executive compensation must receive affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote to be approved. Because your vote is advisory, it will not be binding on the Company, the Board of Directors or our Compensation Committee. Although non-binding, our Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation programs.

Stockholder Proposal Regarding a Report on Healthcare Consequences: The stockholder proposal regarding a report on healthcare consequences, if properly presented at the annual meeting, must receive affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote to be approved.

Stockholder Proposal Regarding Shareholders’ Right to Act by Written Consent: The stockholder proposal regarding shareholders’ right to act by written consent, if properly presented at the annual meeting, must receive affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote to be approved.

A: The presence at the virtual annual meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of the common stock outstanding on the record date will constitute a quorum. There must be a quorum for business to be conducted at the meeting. Failure of a quorum to be represented at the annual meeting will necessitate an adjournment or postponement and will subject the Company to additional expense. Abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum.

A: If you attend the virtual annual meeting or send in your signed Proxy Card or vote by telephone or over the Internet prior to the annual meeting, but abstain from voting on any proposal, you will still be counted for purposes of determining whether a quorum exists. If you abstain from voting on Proposal 1, your abstention will have no effect on the outcome. If you abstain from voting on Proposals 2, 3, 4 or 5, your abstention will have the same legal effect as a vote against these proposals.

A: If you are a registered stockholder and you do not sign and return your Proxy Card or vote by telephone or over the Internet prior to the annual meeting, your shares will not be voted at the annual meeting unless you vote during the annual meeting. Questions concerning stock certificates and registered stockholders may be directed to EQ Shareowner Services at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120-4100 or by telephone at 1-800-468-9716 (domestic) or 1-651-450-4064 (outside the U.S.). If your shares are held in street

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name and you do not issue instructions to your broker, your broker may vote your shares at its discretion on routine matters but may not vote your shares on non-routine matters. Under New York Stock Exchange (“NYSE”) rules, Proposal 2 relating to the ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter, and brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of the shares. Proposals 1, 3, 4 and 5 are non-routine matters and, therefore, may only be voted in accordance with instructions received from the beneficial owner of the shares.

A: Under NYSE rules, brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of the shares on proposals that are deemed to be routine matters. If a proposal is a non-routine matter, a broker or nominee may not vote the shares on the proposal without receiving instructions from the beneficial owner of the shares. If a broker turns in a Proxy Card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker non-vote.”

A: Broker non-votes will be counted for the purpose of determining the presence of a quorum but will not be counted for purposes of determining the outcome of the vote on any proposal, other than Proposal 2.

A: Broadridge Financial Solutions, Inc. has been engaged as our independent inspector of election to tabulate stockholder votes for the annual meeting.

A: If you are unable to attend the virtual annual meeting, we encourage you to send in your Proxy Card or to vote by telephone or over the Internet prior to the annual meeting.

A: We intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the annual meeting. All reports we file with the SEC are publicly available when filed. Please refer to Question 25 for additional information.

A: Any stockholder proposal must be submitted in writing to our Corporate Secretary at HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee 37203, prior to the close of business on November 13, 2026, to be considered timely for inclusion in next year’s proxy statement and form of proxy. Such proposal must also comply with SEC regulations, including Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

We have also adopted a proxy access right that permits a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of our stock representing an

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aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our bylaws. Under our bylaws, to be considered timely, compliant notice of proxy access director nominations for next year’s proxy statement and form of proxy must be submitted to the Corporate Secretary at the address specified above no earlier than October 14, 2026 and no later than November 13, 2026; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of this year’s meeting, or (B) no annual meeting is held this year, to be timely the stockholder notice must be received no later than 90 days prior to such annual meeting or, if later, the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of such meeting is first made, whichever occurs first. The foregoing is a summary of the requirements for stockholders to nominate persons for election to our Board of Directors, which requirements are set out fully in our bylaws, and the foregoing description is qualified by reference to the full text of our bylaws. You should consult our bylaws for more detailed information regarding the processes by which stockholders may nominate directors, including the specific requirements regarding the content of the written notices and other related requirements. Our bylaws are posted on the Governance Documents portion of our website located at investor.hcahealthcare.com.

A: Our bylaws contain an advance notice provision that requires stockholders to deliver to us notice of a proposal to be considered at an annual meeting not less than 90 nor more than 120 days before the date of the first anniversary of the prior year’s annual meeting. Such proposals are also subject to informational and other requirements set forth in our bylaws, a copy of which is available under the Governance Documents portion of our website, investor.hcahealthcare.com.

In addition to satisfying the advance notice requirements in our bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Notice of such proposals must be delivered to us no later than January 23, 2027.

A: We will provide copies of this proxy statement and our 2025 Annual Report to Stockholders, including our Annual Report on Form 10-K for the year ended December 31, 2025, without charge to any stockholder who makes a written request to our Investor Relations Department at HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee 37203. Our Annual Report on Form 10-K and other SEC filings may also be accessed at www.sec.gov or on the Investor Relations section of the Company’s website at investor.hcahealthcare.com. Our website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated herein by this or any other reference to our website provided in this proxy statement.

A: The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or

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more stockholders sharing the same address by delivering a single Internet Notice or proxy statement addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers may be householding our Internet Notice or proxy materials by delivering a single Internet Notice or proxy statement and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, or us, that they, or we, will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate Internet Notice or proxy statement and annual report, or if you are receiving multiple copies of the Internet Notice or proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to our Corporate Secretary at HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee 37203, or by calling our Corporate Secretary at (615) 344-9551. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

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COMPANY SUMMARY

HCA Healthcare, Inc. is one of the leading health care services companies in the United States. As of December 31, 2025, we operated 190 hospitals, comprised of 179 general acute care hospitals; seven behavioral hospitals; and four rehabilitation hospitals. We also operate numerous outpatient health care facilities, which include freestanding ambulatory surgery centers, freestanding emergency care facilities, urgent care facilities, walk-in clinics, diagnostic and imaging centers, radiation and oncology therapy centers, comprehensive rehabilitation and physical therapy centers, physician practices, home health agencies, hospices, outpatient physical therapy providers, home and community-based services providers, and various other facilities. Our facilities are located in 19 states and England.

HCA Healthcare Hospitals

Our other sites of care

Our common stock is traded on the NYSE (symbol “HCA”). Through our predecessors, we commenced operations in 1968. HCA Healthcare, Inc. was incorporated in Delaware in October 2010. Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number is (615) 344-9551.

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CORPORATE GOVERNANCE

We are committed to employing strong corporate governance practices, which we have enhanced over time, and believe that our existing corporate governance practices empower stockholders and promote accountability.

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Director Independence. Our Board of Directors currently consists of ten directors. NYSE listing standards require that a majority of our directors be independent in accordance with the independence requirements set forth in such listing standards. In addition, our Audit and Compliance Committee, Compensation Committee and Nominating and Corporate Governance Committee must be composed solely of independent directors to comply with such listing standards and, in the case of our Audit and Compliance Committee, with SEC rules.

Our Board of Directors affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the NYSE listing standards as well as certain Board-adopted categorical independence standards. These guidelines are contained in our Corporate Governance Guidelines which are posted on the Governance Documents portion of our website located at investor.hcahealthcare.com. The Board first analyzes whether any director has a relationship covered by the NYSE listing standards that would prohibit an independence finding for Board or committee purposes. Management then provides the Board with relevant known facts and circumstances, and their analysis thereof, of any relationship of a director to HCA or to our management that does not fall within the parameters set forth in the Board’s separately adopted categorical independence standards to determine whether or not that relationship is material. The Board may determine that a director who has a relationship that falls outside of the parameters of the categorical independence standards is nonetheless independent (to the extent that the relationship would not constitute a bar to independence under the NYSE listing standards).

Our Board of Directors has affirmatively determined that John W. Chidsey, III, Robert J. Dennis, Nancy-Ann DeParle, Hugh F. Johnston, Michael W. Michelson, Wayne J. Riley, M.D. and Andrea B. Smith are independent from our management under both the NYSE’s listing standards and our additional standards. The Board has also affirmatively determined that Messrs. Chidsey, Johnston and Michelson, Dr. Riley and Ms. Smith, the members of our Audit and Compliance Committee, meet the independence requirements of Rule 10A-3 of the Exchange Act. Any relationships between an independent director and HCA or our management fell within the Board-adopted categorical standards and, accordingly, were not specifically reviewed by our Board.

On November 17, 2006, a predecessor entity, HCA Inc., was acquired by a private investor group, including affiliates of or funds sponsored by Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co., BAML Capital Partners (formerly Merrill Lynch Global Private Equity) (each, a “Sponsor”) and affiliates of HCA founder Dr. Thomas F. Frist, Jr. (together with the Sponsors, the “Investors”) and by members of management and certain other investors (the “Merger”). In connection with the Merger, we entered into a stockholders’ agreement with Hercules Holding II (f/k/a Hercules Holding II, LLC) (“Hercules Holding”) and the Investors, which was amended and restated effective February 6, 2026 (the “Amended and Restated Stockholders’ Agreement”), by and among the Company, Hercules Holding and Frisco Holding II (“Frisco,” and together with Hercules Holding and certain other members and affiliates of the Frist family, the “Frist Group”), and currently provides, among other things, for certain rights of the Frist Group to nominate two members of our Board of Directors. See “Directors” and “Certain Relationships and Related Person Transactions” for additional information.

Executive Sessions. Our Corporate Governance Guidelines provide that non-management directors shall meet at regularly scheduled executive sessions, which will typically occur at regularly scheduled Board meetings, without any member of management present and must meet at least annually. In addition, at least annually, the independent directors shall meet in a separate executive session. Mr. Thomas F. Frist III, the Chairman of our Board of Directors, presides over meetings of the non-management directors, and Mr. Michelson serves as the independent presiding director. Our Corporate Governance Guidelines also provide that the independent and/or non-management directors shall be entitled, acting as a group by vote of a majority of such independent and/or non-management

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directors, to retain legal counsel, accountants, health care consultants, or other experts, at the Company’s expense, to advise the independent and/or non-management directors concerning issues arising in the exercise of their functions and powers.

Criteria for Director Nomination. Our Nominating and Corporate Governance Committee recommends to the Board persons to be nominated to serve as directors of the Company. When determining whether to nominate a current director to stand for reelection as a director, the Nominating and Corporate Governance Committee reviews and considers the performance of such director during the prior year using performance criteria established by the Board. The Nominating and Corporate Governance Committee also considers the requirements of any existing stockholders’ agreement which governs the composition requirements of the Company’s Board of Directors. In recruiting and evaluating new director candidates, the Nominating and Corporate Governance Committee assesses a candidate’s background, qualifications and independence, as well as considerations relating to the candidate’s potential contributions to the composition of our Board of Directors and its committees. We endeavor to have a Board representing broad and diverse experience at policy-making levels in business, education or other areas that are relevant to the Company’s business. The Nominating and Corporate Governance Committee considers any candidates, including those proposed by any senior executive officer, director or stockholder, consistent with applicable law, the Company’s certificate of incorporation and bylaws, the criteria set forth in our Corporate Governance Guidelines and the requirements of any applicable stockholders’ agreement.

Individual directors and any person nominated to serve as a director should demonstrate high ethical standards and integrity in their personal and professional dealings, be willing to act on and remain accountable for their boardroom decisions, and be in a position to devote an adequate amount of time to the effective performance of their director duties.

In addition, each director should contribute knowledge, experience, or skill in at least one area that is important to the Company. To provide such a contribution to the Company, a director must possess experience in one or more of the following:

Each director must also take reasonable steps to keep informed on the complex, rapidly evolving health care industry. The Board encourages formal continuing education, and the Company will reimburse directors for reasonable expenses incurred in connection with participation in accredited director education programs. Prior to nominating a person to serve as a director, the Nominating and Corporate Governance Committee evaluates the candidate based on the criteria described above. In addition, prior to accepting re-nomination, each director should evaluate himself or herself as to whether he or she satisfies the criteria described above.

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Board Tenure. Our Company seeks to have a well-balanced mix of tenure on our Board. Our longest tenured directors are members of the Company’s founding family, representing the third generation of Frist family members to have served on our Board and highlighting the family’s commitment to the long-term success of our Company. The average tenure of our director nominees is approximately 10 years, bringing a valuable mix of Company knowledge, fresh perspectives and industry insights to the Board.

We do not have term limits for our directors. All directors are elected for one-year terms without staggered terms, and each year, all directors must be nominated and stand for election for another year. However, our Corporate Governance Guidelines provide that no person shall be nominated to the Board who has attained the age of 75 or more on or before the first day of the proposed term of office. Under certain special circumstances, the Board may make an exception to this retirement policy. In light of Mr. Michelson’s leadership role as the independent presiding director and Finance and Investments Committee chair, as well as his valuable contributions as a Board member during his tenure, our Nominating and Corporate Governance Committee recommended and the Board of Directors deemed it to be in the best interest of the Company to grant a one-year exception to the 75-year age limit contemplated by our Corporate Governance Guidelines to permit Mr. Michelson’s continued service to the Company for an additional term.

Stockholder Nominees. Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual or special meeting of stockholders must provide a timely notice of their proposal in writing and otherwise in proper form to the Corporate Secretary of the Company. Generally, to be timely, a stockholder’s notice must be delivered to, mailed to or received at our principal executive offices, addressed to the Corporate Secretary of the Company, and within the following time periods:

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In no event shall an adjournment, postponement or deferral, or public disclosure of an adjournment, postponement or deferral, of a meeting of the stockholders commence a new time period (or extend any time period) for the giving of the stockholder notice. Our bylaws require that stockholders comply with the procedural and disclosure requirements set forth therein in connection with nominating candidates for election as directors and soliciting proxies or votes in support therefor.

The Company has also adopted a proxy access right that permits a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our bylaws. The number of potential proxy access nominees nominated by all eligible stockholders shall not exceed the greater of (A) two or (B) 20% of the directors then in office. Under our bylaws, to be considered timely, compliant notice of proxy access director nominations for next year’s proxy statement and form of proxy must be submitted to the Corporate Secretary at the address specified above no earlier than 150 days and no later than 120 days prior to the first anniversary of the date the Company mailed its proxy statement for the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than 90 days prior to such annual meeting or, if later, the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of such meeting is first made, whichever occurs first.

The foregoing is a summary of the requirements for stockholders to nominate persons for election to our Board of Directors, which requirements are set out fully in our bylaws, and the foregoing description is qualified by reference to the full text of our bylaws. You should consult our bylaws for more detailed information regarding the processes by which stockholders may nominate directors, including the specific requirements regarding the content of the written notices and other related requirements. Our bylaws are posted on the Governance Documents portion of our website located at investor.hcahealthcare.com.

Board Leadership Structure. The Board of Directors regularly considers the appropriate leadership structure for the Company and has concluded that the Company and its stockholders are best served by the Board of Directors retaining discretion to determine whether the same individual should serve as both Chief Executive Officer and Chairman of the Board of Directors, or whether the roles should be separated. The Board of Directors believes that it is important to retain the flexibility to make this determination at any given point in time based on what it believes will provide the best leadership structure for the Company. Accordingly, at different points in the Company’s history, the Chief Executive Officer and Chairman of the Board of Directors roles have been held by the same person. At other times, the roles have been held by different individuals. In each instance, the decision on whether to combine or separate the roles was made in the best interests of the Company’s stockholders, based on the circumstances at the time.

The Board of Directors has appointed Mr. Frist III to serve as Chairman and Mr. Michelson to serve as the independent presiding director of the Board of Directors. Mr. Frist III is the son of HCA founder Dr. Thomas F. Frist, Jr. Mr. Frist III has been a member of the Board of Directors since 2006; he, along with certain other members of his family, collectively own approximately 32% of our common stock.

As Chairman, Mr. Frist III leads the activities of the Board of Directors, including calling meetings of the Board and non-management directors, as necessary, setting the agenda for Board meetings in consultation with the Chief Executive Officer, chairing executive sessions of the non-management directors, engaging with stockholders as appropriate, and acting as an advisor to Mr. Hazen on strategic aspects of the Chief Executive Officer role, with regular consultations on major developments and decisions. The Board believes that this leadership structure is appropriate given Mr. Frist III’s experience, historical association with HCA and his significant ownership stake. The Board believes that this

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leadership structure improves the Board’s ability to focus on key policy and operational issues, including with respect to risk oversight, and helps the Company operate in the long-term interests of stockholders.

Consistent with our commitment to good governance, and as further described above, non-management directors meet at regularly scheduled executive sessions, which typically occur at regularly scheduled Board meetings, without any member of management present. In addition, at least annually, the independent directors meet in separate executive session. Our Board believes its current leadership structure effectively allocates authority, responsibility, and oversight between management and the non-management and independent members of our Board. It gives primary responsibility for the operational leadership and strategic direction of the Company to our Chief Executive Officer, while the Chairman, coupled with strong independent director leadership in the form of an independent presiding director, facilitates our Board’s independent oversight of management, promotes communication between management and our Board, and leads our Board’s consideration of key governance matters. We examine our corporate governance policies and leadership structure on an ongoing basis to ensure that they continue to meet the Company’s needs.

Board’s Role in Risk Oversight. Risk is inherent with every business. Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance, and enhance stockholder value. A fundamental aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a company. The involvement of the full Board of Directors in setting our business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company.

We conduct an annual enterprise risk management assessment, which is facilitated by our enterprise risk management team in collaboration with our internal auditors. The senior internal audit officer reports to the Chief Executive Officer and to the Chair of the Audit and Compliance Committee in this capacity. In this process, we assess risk throughout the Company (including cybersecurity risk) by conducting surveys and interviews of our employees and directors, soliciting information regarding business risks that could significantly adversely affect the Company, including the achievement of its strategic plan. We then identify any controls or initiatives in place to mitigate any material risk and the effectiveness of any such controls or initiatives. The enterprise risk management team annually prepares a report for senior management and, ultimately, the Board of Directors regarding the key identified risks and how we manage these risks both on an annual and ongoing basis. Members of senior management attend the quarterly Board meetings, as appropriate, and are available to address any questions or concerns raised by the Board regarding risk management and any other matters. Additionally, each quarter, the Board of Directors receives presentations from senior management on strategic matters involving our operations.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board assist the Board in fulfilling its oversight responsibilities in certain areas of risk.

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Board Meetings and Director Attendance. During 2025, our Board of Directors held six meetings. All director nominees attended at least 75% of the Board meetings, and meetings of the committees of the Board on which the director served, held during the period for which he or she served as a director. Our policy is to strongly encourage directors to attend the Company’s annual stockholder meetings. Our 2025 annual meeting of stockholders was attended by all directors in service at such time.

Board and Committee Evaluations. Our Nominating and Corporate Governance Committee, acting on behalf of the Board, conducts an annual evaluation of the Board’s performance. This evaluation considers the Board’s contribution as a whole and specifically reviews areas in which the Board and/or senior management believes additional contributions could be made. The purpose of the evaluation is to increase the effectiveness of the Board. In addition, each Board committee, under the oversight of the Nominating and Corporate Governance Committee, conducts an annual evaluation of that committee. These evaluations include a review of the committee’s compliance with its charter and its overall contribution. Under the direction of the chair of the Nominating and Corporate Governance Committee, the results of the annual evaluations are discussed by each committee and the Board as a whole.

Board Committees. Our Board of Directors currently has five standing committees: the Audit and Compliance Committee, the Compensation Committee, the Finance and Investments Committee, the Nominating and Corporate Governance Committee and the Patient Safety and Quality of Care Committee. The Board of Directors receives recommendations from the Nominating and Corporate Governance Committee regarding committee composition and determines the members of each committee. The Board of Directors has determined that all members of the Audit and Compliance Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent as defined in the NYSE listing standards and in our Corporate Governance Guidelines. The Board of Directors has adopted a written charter for each of these committees. All committee charters are available on the Governance Documents portion of our website located at investor.hcahealthcare.com.

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The chart below reflects the current composition of the standing committees.

Name of Director		Audit and Compliance		Compensation		Finance and Investments		Nominating and Corporate Governance		Patient Safety and Quality of Care
Thomas F. Frist III
Samuel N. Hazen*
John W. Chidsey, III
Robert J. Dennis
Nancy-Ann DeParle
William R. Frist
Hugh F. Johnston
Michael W. Michelson
Wayne J. Riley, M.D.
Andrea B. Smith

*		Indicates management director
		Indicates Committee Chair
		Indicates Committee Member

Audit and Compliance Committee. Our Audit and Compliance Committee is composed of John W. Chidsey, III, Hugh F. Johnston (Chair), Michael W. Michelson, Wayne J. Riley, M.D. and Andrea B. Smith. Effective at the annual meeting, Mr. Chidsey will no longer serve on the Audit and Compliance Committee. Our Board of Directors has affirmatively determined that each member of the Audit and Compliance Committee meets the definition of “independent director” for purposes of the NYSE rules and the independence requirements of Rule 10A-3 of the Exchange Act. Our Board of Directors has determined that each of John W. Chidsey, III, Hugh F. Johnston, Michael W. Michelson, Wayne J. Riley, M.D. and Andrea B. Smith is an “audit committee financial expert.” The Audit and Compliance Committee is responsible for, among other things:

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The Audit and Compliance Committee has adopted a charter which can be obtained on the Governance Documents page of our website at investor.hcahealthcare.com. In 2025, the Audit and Compliance Committee met 11 times.

Compensation Committee.  Our Compensation Committee is composed of John W. Chidsey, III, Robert J. Dennis, Michael W. Michelson and Andrea B. Smith (Chair). Effective at the annual meeting, Mr. Dennis will retire from the Board of Directors and the Compensation Committee. Also effective at the annual meeting, Ms. DeParle will become a member of the Compensation Committee. Our Board of Directors has affirmatively determined that each member of the Compensation Committee meets the definition of “independent director” for purposes of the NYSE rules and the definition of “non-employee director” for purposes of Section 16 of the Exchange Act. The Compensation Committee is generally charged with the oversight of our executive compensation and rewards programs and human capital

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management strategies and policies. Responsibilities of the Compensation Committee include the review and/or approval of the following items:

In addition, the Compensation Committee considers the proper alignment of executive pay policies with Company values and strategy by overseeing employee compensation policies, corporate performance measurement and assessment, and the Chief Executive Officer performance assessment.

The Compensation Committee may retain the services of independent outside consultants, as it deems appropriate in its sole discretion, to assist in the strategic review of programs and arrangements relating to executive compensation and performance. In 2025, the Compensation Committee retained Semler Brossy to assist in conducting an assessment of competitive executive and director compensation. Semler Brossy is retained by, and reports directly to, the Compensation Committee. As required under the NYSE listing rules, the Compensation Committee has considered and assessed all factors relevant to Semler Brossy’s independence from management, including but not limited to those set forth in Section 303A.05(c)(iv) of the NYSE Listed Company Manual, as applicable. Based on this review, the Compensation Committee is not aware of any conflict of interest that has been raised by work performed by Semler Brossy. A consultant from Semler Brossy attends most of the Compensation Committee meetings and supports the Compensation Committee’s role by providing independent expertise and advice. Semler Brossy’s main responsibilities are to:

The Compensation Committee may consider recommendations from our Chief Executive Officer and compensation consultants, among other factors, in making its compensation determinations. The Compensation Committee has the authority to delegate any of its responsibilities to one or more

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subcommittees as the committee may deem appropriate. For a discussion of the processes and procedures for determining executive and director compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see “Directors — Director Compensation” and “Executive Compensation — Compensation Discussion and Analysis.” The Compensation Committee has adopted a charter which can be obtained on the Governance Documents page of our website at investor.hcahealthcare.com. In 2025, the Compensation Committee met six times.

Finance and Investments Committee. Our Finance and Investments Committee is composed of Robert J. Dennis, Hugh F. Johnston and Michael W. Michelson (Chair). Effective at the annual meeting, Mr. Dennis will retire from the Board of Directors and the Finance and Investments Committee. Also effective at the annual meeting, Messrs. Chidsey and Frist will become members of the Finance and Investments Committee. This committee is responsible for reviewing and considering matters relating to the Company’s financial and investment structure, strategies and policies. The Finance and Investments Committee has adopted a charter which can be obtained on the Governance Documents page of our website at investor.hcahealthcare.com. In 2025, the Finance and Investments Committee met four times.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is composed of Robert J. Dennis, Nancy-Ann DeParle (Chair) and Wayne J. Riley, M.D. Effective at the annual meeting, Mr. Dennis will retire from the Board of Directors and the Nominating and Corporate Governance Committee. Also effective at the annual meeting, Messrs. Chidsey and Johnston will become members of the Nominating and Corporate Governance Committee. Our Board of Directors has affirmatively determined that each member of the Nominating and Corporate Governance Committee meets the definition of “independent director” for purposes of the NYSE rules. The Nominating and Corporate Governance Committee is responsible, subject to the requirements of the Amended and Restated Stockholders’ Agreement, as applicable, for, among other things: (1) identifying, recruiting and recommending to the Board of Directors individuals qualified to become members of our Board of Directors; (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection; (3) reviewing and recommending corporate governance policies, principles and procedures applicable to the Company; (4) overseeing the Company’s policies and practices regarding corporate governance, corporate responsibility and community interests; (5) reviewing and considering the Company’s policies and practices regarding political activities, including political contributions and lobbying and (6) handling such other matters that are specifically delegated to the Nominating and Corporate Governance Committee by the Board of Directors from time to time. The Nominating and Corporate Governance Committee has adopted a charter which can be obtained on the Governance Documents page of our website at investor.hcahealthcare.com. In 2025, the Nominating and Corporate Governance Committee met five times.

Patient Safety and Quality of Care Committee. Our Patient Safety and Quality of Care Committee is composed of John W. Chidsey, III, Nancy-Ann DeParle, William R. Frist, Wayne J. Riley, M.D. (Chair) and Andrea B. Smith. Effective at the annual meeting, Mr. Chidsey will no longer serve as a member of the Patient Safety and Quality of Care Committee. This committee reviews our policies and procedures relating to the delivery of quality medical care to patients as well as information and strategies related to the Company’s quality, clinical risk, patient safety and clinical services performance improvement. The Patient Safety and Quality of Care Committee has adopted a charter which can be obtained on the Governance Documents page of our website at investor.hcahealthcare.com. In 2025, the Patient Safety and Quality of Care Committee met four times.

Stockholder Engagement. The Company engages with stockholders throughout the year primarily through regular investor relations meetings and stockholder outreach sessions. The Company

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views its interactions with stockholders as a two-way dialogue and seeks to provide information and perspective concerning various subjects, such as the Company’s performance, strategy, corporate responsibility, corporate governance, human capital matters, quality of care and executive compensation-related matters. The Company also solicits and receives feedback with respect to a broad range of topics of interest to our stockholders.

Additional stockholder and investor outreach typically includes investor road shows, analyst meetings and investor conferences. We also hold conference calls for our quarterly earnings releases which are available in real time and as archived webcasts on our website.

In 2025, the Company extended invitations to meet with stockholders (excluding Hercules Holding II) which collectively held approximately 27 percent of our common stock.

Policy Regarding Communications with the Board of Directors. Stockholders and other interested parties may contact the Board of Directors, a particular director, or the non-management directors or independent directors as a group by sending a letter (signed or anonymous) to: c/o Board of Directors, HCA Healthcare, Inc., One Park Plaza, Nashville, TN 37203, Attention: Corporate Secretary.

We will forward all such communications to the applicable Board member(s) at least quarterly, except for advertisements or solicitations, which will be discarded. Our legal department will review the communications received. Concerns will be addressed through our regular procedures for addressing such matters. Depending on the nature of the concern, management also may refer it to our internal audit, legal, finance, financial reporting or other appropriate department. If the volume of communication becomes such that the Board adopts a process for determining which communications will be relayed to Board members, that process will appear on the Governance Documents page of our website at investor.hcahealthcare.com.

Complaints or concerns about our accounting, internal accounting controls, auditing or other matters may be reported anonymously or otherwise to our legal department or to the Audit and Compliance Committee in any of the following ways:

All accounting, internal accounting controls, and auditing matters will be reported to the Audit and Compliance Committee on at least a quarterly basis. Depending on the nature of the concern, it also may be referred to our internal audit, legal, finance, financial reporting or other appropriate department. We will treat a complaint or concern about questionable accounting or auditing matters confidentially if requested, except to the extent necessary to protect the Company’s interests or to comply with an applicable law, rule or regulation or order of a judicial or governmental authority.

Our policy prohibits any employee from retaliating or taking any adverse action against anyone who, in good faith, reports or helps to resolve an ethical or legal concern.

Corporate Governance Guidelines. The Company has adopted Corporate Governance Guidelines that we believe reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. The Corporate Governance Guidelines contain provisions addressing the following matters, among others:

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The Corporate Governance Guidelines are available on the Governance Documents page of our website at investor.hcahealthcare.com. We intend to disclose any future amendments to the Corporate Governance Guidelines on our website.

Code of Ethics. 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 investor.hcahealthcare.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to, or waivers of, our Code of Conduct (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at these locations on our website or report the same on a Current Report on Form 8-K. Our Code of Conduct is also available free of charge upon request to our Investor Relations Department, HCA Healthcare, Inc., One Park Plaza, Nashville, TN 37203.

Compensation Committee Interlocks and Insider Participation. During 2025, the Compensation Committee of the Board of Directors was composed of John W. Chidsey, III, Meg G. Crofton, Robert J. Dennis, Michael W. Michelson and Andrea B. Smith. Ms. Crofton retired from the Board of Directors effective April 24, 2025. None of the aforementioned members of the Compensation Committee have at any time been an officer or employee of HCA or any of its subsidiaries. In addition, none of our executive officers serves as a member of the compensation committee of any entity which has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Delinquent Section 16(a) Reports. Section 16(a) of the Exchange Act requires our directors, executive officers and greater than ten-percent stockholders to file initial reports of ownership and reports of changes in ownership of any of our securities with the SEC and us. We believe that during the 2025 fiscal year, all of our directors, executive officers and greater than ten-percent stockholders complied with the requirements of Section 16(a), except that we have been informed that one Form 4 was jointly filed by Bank of America Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Bank of America, N.A. on March 28, 2025 with respect to 79 transactions resulting from trades in the Company’s common stock during 2011 and 2012. This belief is based on our review of forms filed and written notice that no other reports were required.

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CORPORATE RESPONSIBILITY

The Company’s mission statement — “Above all else, we are committed to the care and improvement of human life.” — guides everything we do, including our dedication to being a responsible citizen in our communities.

		Board Oversight.

       Our Board of Directors and its committees oversee our corporate responsibility activities. HCA Healthcare has formalized the committees’ oversight responsibilities for these matters by documenting the committees’ roles in their respective charters. In particular, our Nominating and Corporate Governance Committee is responsible for overseeing HCA Healthcare’s policies and practices regarding corporate governance, corporate responsibility and community interests, including political activities. Our Audit and Compliance Committee is responsible for, among other things, overseeing HCA Healthcare’s policies and practices with respect to risk assessment and risk management, including information technology systems risk and our processes and procedures relating to cybersecurity threats, data protection and privacy matters, AI, disaster recovery, and critical business continuity, as well as environmental matters. Our Compensation Committee is responsible for overseeing HCA Healthcare’s human capital management strategies and policies, including with respect to workplace culture and values, employee relations and workplace safety. Finally, our Patient Safety and Quality of Care Committee is responsible for overseeing HCA Healthcare’s policies and practices for promoting its commitment to patient safety and the delivery of quality patient care.

		Patient-Centered Care.

     HCA Healthcare strives to provide high-quality care to our patients during every interaction. In 2025, we had approximately 47 million patient encounters and approximately 10 million emergency room visits. From our patient encounters, we develop and share best practices across our enterprise to help improve patient care, using evidence-based guidance and tools, measurement, advanced analytics and data science to support safe, effective, efficient and compassionate care.

HCA Healthcare’s Patient Safety Organization works to improve patient safety and the quality of health care delivery by partnering with colleagues and facility leaders from our patient safety, quality and service line teams. Together, they develop systems and refine processes with the goal of improving the safety of patient care while fostering a culture of safety. Our annual enterprise-wide Safe Table campaign provides a confidential forum for colleagues to share concerns and improvement ideas that help inform system-level action. In 2025, more than 46,000 clinical and non-clinical colleagues across nearly all HCA Healthcare facilities participated in Safe Tables.

We utilize feedback from patients and care teams to help drive actions to strengthen care delivery and patient outcomes across our facilities. Our enterprise-wide Culture of Safety survey is a core mechanism for informing safety priorities and reinforcing accountability, while incorporating colleague perspectives into operational decision-making. Results from the 2025 Culture of Safety survey demonstrate continued progress across the organization, reflecting the efforts of our focus on patient-centered care.

We also engage patients and families as partners in care delivery. Our Patient Family Advisory Councils provide a structured forum for hospital leaders, physicians and nursing leadership to engage directly with patients and families. Insights from these discussions inform local and enterprise-level

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actions to enhance care delivery, improve responsiveness to patient needs and reduce safety risk. By integrating the patient and family perspective into decision-making, HCA Healthcare reinforces accountability, transparency and trust, which are key elements of a resilient safety culture and reliable clinical performance.

		Promoting Access to Health Care Education.

      Across the HCA Healthcare enterprise, we are committed to promoting access to health care education by strengthening our relationships with educational institutions, health care professionals and community organizations.

HCA Healthcare has 11 partnerships with higher educational institutions across our footprint to provide opportunities for future health care leaders. In 2025, our engagement with higher education partners touched more than 2,200 students through nearly 60 recruiting events, career preparation sessions and leadership workshops. Through our affiliation with Galen College of Nursing, we have opened 20 nursing school locations since 2020, raising the total number of Galen campuses in our communities to 25.

In 2025, HCA Healthcare announced a $4.8 million gift to help launch Pepperdine University’s School of Nursing as part of the Company’s commitment to helping address the national nursing shortage and a $5 million gift to Belmont University’s College of Medicine to support the Belmont Collaborative for Health Systems Innovation, an initiative focused on transforming health care delivery through collaborative education, research and design, and implementation and scaling of health care systems solutions. The HCA Healthcare Foundation announced a new $1 million grant in 2025 to enhance its work with Educate Texas, an initiative of Communities Foundation of Texas. The grant will help Educate Texas equip school districts across the state with the resources to strengthen program quality, deepen industry partnerships and enhance career pathway support for students pursuing healthcare professions.

HCA Healthcare’s Graduate Medical Education (“GME”) program is designed to educate and train the next generation of physicians to positively impact communities, attract clinical talent to care facilities and improve the quality of care provided. Through our GME program, residents and fellows gain hands-on clinical experience, and our network of hospitals and facilities give them access to resources and academic support services such as research opportunities and well-being support systems. Since 2024, we have added 27 new programs in surgery, cardiovascular, gastroenterology, physical medicine and rehabilitation and surgical critical care. For the 2025-2026 academic year, we welcomed approximately 2,000 new residents and fellows to our GME programs across the nation.

HCA Healthcare is also committed to helping educate the patient population in the communities we serve. For more than a decade, the Company has worked with the March of Dimes to help advance the health of moms and babies through health education and community engagement. We have collaborated on initiatives such as the “It Starts with Mom” education and engagement platform to provide families with information and resources during their pregnancy journey. In 2025, the HCA Healthcare Foundation provided a $1.5 million grant to support the Low Dose, Big Benefits campaign, an initiative aimed to improve maternal and fetal outcomes. Since 2023, we have worked with the Girl Scouts of the USA (“GSUSA”) to increase awareness and education about the importance of mental health in our communities through the GSUSA Mental Wellness Patch Program. Since 2022, HCA Healthcare and the HCA Healthcare Foundation have partnered with the American Heart Association to develop and support the Getting to the Heart of Stroke^™ initiative aimed at preventing, treating and beating stroke by offering nationwide education on stroke risk and empowering communities to improve health outcomes. HCA Healthcare and the HCA Healthcare Foundation announced $3.9 million in continued funding and support of this initiative in 2025.

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		Innovation and Clinical Research.

      At HCA Healthcare, innovation and technology are central to how we care for patients, empower colleagues and advance our shared mission. We are designing and scaling solutions aimed at strengthening our digital infrastructure by working to modernize systems and simplify workflows to help enhance patient and colleague experiences. By turning clinician insight into action and harnessing technology, we are working to shape the future of health care and deliver smarter systems, better outcomes and new standards for care delivery.

Based on feedback from HCA Healthcare nurses and with the clinicians’ voice as its guide, we developed Timpani^®, a scheduling and staffing solution, to support our nursing teams and help schedule the right people in the right place at the right time. In 2025, Timpani expanded to 76 HCA Healthcare facilities, with additional hospitals slated for 2026.

To help reduce the administrative burden of clinical documentation on providers, HCA Healthcare has deployed Commure’s ambient speech documentation technology and, together with our providers, continues to refine clinical workflows to support accurate and timely documentation. The ambient clinical documentation tool is designed to allow providers to, with patients’ consent, use a hands-free device to create draft medical notes using speech recognition and generative AI.

As part of our commitment to improve the way our care teams deliver care and operate on a day-to-day basis, HCA Healthcare has continued to partner with Google Cloud to leverage technology designed to address industry-wide challenges and support caregivers. HCA Healthcare has developed a generative AI-powered Nurse Handoff tool on Google Cloud to help reduce administrative and cognitive burden by streamlining tasks, including the transfer of patient-specific information between nurses during shift changes. Using generative AI, the Nurse Handoff tool is a digital product trained to help distill the most relevant clinical insights and capture critical shift-to-shift handoff communication.

In 2025, HCA Healthcare launched an enterprise rollout of MEDITECH Expanse, a modernized electronic health record (EHR) platform designed with a mobile-friendly interface and the ability to provide personalized workflows, enhance clinical decision support and enable AI capabilities. As of January 2026, 50 of our acute-care facilities were live on the cloud-based Expanse EHR.

Our processes reflect our commitment to responsible innovation to develop new technologies, whether driven by automation, AI or data, to advance our core mission. The responsible adoption of AI at HCA Healthcare begins with a clear commitment to the importance of safety, privacy and trust. Technology may power progress, but our people give it a purpose. HCA Healthcare’s Responsible AI program provides guidance, standards and governance regarding the appropriate use of AI throughout our organization. Every colleague playing a role in these efforts is tasked with assessing the output and upholding the pillars that guide our Responsible AI Program.

At HCA Healthcare, we also have the opportunity to inform the future of health care through clinical research as we seek to advance patient care across our network and industry-wide. Since 2009, the HCA Healthcare Research Institute has served as the multispecialty clinical research arm of HCA Healthcare. The Research Institute’s expert network of affiliated physicians work with trusted pharmaceutical and biotechnology partners to strive to unlock insights from real-world data and conduct clinical studies leading to breakthroughs in science, medicine and care for all people. In 2025, the Research Institute grew to 54 sites throughout our network and enrolled over 6,600 patients in more than 500 active trials. Our organization also strives to advance medical knowledge and foster innovation through collaboration with top academic institutions and government health agencies. These collaborations have led to large-scale studies in routine patient care settings, employing practice-based research, to help improve standards of care.

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		Our Colleagues.

      At HCA Healthcare, we believe excellent people make excellence happen. That’s why we provide our approximately 320,000 colleagues, including approximately 90,000 part-time and PRN employees, with programs, benefits and resources that are designed to support their overall well-being. We aim to foster a culture that allows colleagues to thrive.

We are committed to helping our leaders and colleagues bring our mission to life. We regularly connect with our colleagues, capturing their feedback through rounding, advisory groups, governance councils and surveys, and strive to take appropriate action on identified opportunities. We also have programs designed to support our colleagues throughout their career journeys. For example, HCA Healthcare offers student loan assistance and tuition assistance programs for eligible colleagues, and eligible dependents of HCA Healthcare colleagues can receive merit-based higher education scholarships of up to $6,000 a year through the Patricia Frist Memorial Scholarship.

We are highly committed to cultivating leaders who help support our culture, grow our business and lead the industry. The HCA Healthcare Leadership Institute provides programs for leaders at all levels from supervisory to executive to help develop the capabilities of our current and future leaders. The Leadership Institute has graduated more than 40,000 colleagues since its inception in 2014.

Recognizing the importance of continuing education to nursing practice, we offer our nurses access to a Continuing Education Unlimited library which contains courses to help them stay abreast of relevant topics and developments in practice. HCA Healthcare also supports the clinical education and training of nurses through our Centers for Clinical Advancement, which are designed to help nurses advance their skills and careers. New nursing graduates use the centers to complete their nurse residency program, while veteran nurses can earn advanced certifications.

We also focus on supporting colleagues in ways that we believe have a positive impact on their physical, mental and financial health so they can take care of themselves, their families, their patients and each other. These resources and programs include counseling, fertility and menopause care, financial and retirement planning, consumer discounts and insurance, and family benefits. Our colleague mental wellness programs include Nurse Care, a free and confidential support program and counseling service for hospital-based nurses, and Optum, a partnership that offers colleagues and members of their immediate household free counseling sessions. We also have a colleague recognition program which allows colleagues to recognize each other for exceptional contributions and demonstrations of compassion and respect. Our colleagues further care for each other through the HCA Healthcare Hope Fund, a colleague-run, colleague-supported 501(c)(3) charity that helps colleagues and their immediate families when faced with financial hardship due to natural disaster, illness/injury, domestic violence, death of a loved one or other difficult situations. In 2025, the Hope Fund distributed over $9.5 million in assistance to help more than 3,000 HCA Healthcare colleagues and families. Since its inception in 2005, The Hope Fund has provided over $125 million in grants, helping more than 50,000 colleagues and families.

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		Community Investment.

      Our operations make us a major contributor to local economies and help us create healthier tomorrows for those who live in the communities we serve. HCA Healthcare employs approximately 320,000 colleagues and paid combined payroll and benefits of approximately $33 billion in 2025. In 2025, HCA Healthcare provided uncompensated care at an estimated cost of approximately $4.5 billion, and we spent approximately $5 billion in capital investment. In 2025, we provided more than $61 million in enterprise giving to community organizations and $19.5 million in colleague giving with HCA Healthcare matching contributions. Our colleagues volunteered over 350,000 hours, and over 10,000 charitable organizations were supported through donations and volunteering.

Since its inception in 1998, the HCA Healthcare Foundation has contributed over $347 million in grants and matching gifts to more than 18,500 agencies and organizations. In 2025, the HCA Healthcare Foundation invested over $29 million through grants to 310 agencies and nonprofit organizations.

The Healthier Tomorrow Fund, established in 2020 to expand the Foundation’s reach to more communities, has invested more than $30 million in 18 states where HCA Healthcare has a presence and granted awards to 151 nonprofit partners. In 2025, the Healthier Tomorrow Fund gave over $7.4 million in grants across 16 states to nonprofits with a defined focus on heart health, mental wellness, healthy starts for young families, access to health care careers, cancer care and food security. HCA Healthcare collaborates with trusted national organizations like the American Heart Association, March of Dimes, Girl Scouts of the USA and American Cancer Society to expand our reach and support the needs of our communities.

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DIRECTORS

The Board of Directors seeks to ensure the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying candidates for membership on the Board, the Board takes into account (1) individual qualifications, such as high ethical standards, integrity, mature and careful judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board and (2) all other factors it considers appropriate, including alignment with our stockholders, independence and considerations relating to Board of Directors composition. We endeavor to have a Board representing broad and diverse experience at policy-making levels in business, education or areas that are relevant to the Company’s business.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth below.

Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our stockholders is important in building value at the Company over time.

In 2025, Mr. Frist III, Mr. Hazen, Mr. Dennis, Ms. DeParle, Mr. Frist, Mr. Johnston, Mr. Michelson, Dr. Riley and Ms. Smith were elected to the Company’s Board at the Company’s 2025 annual meeting of stockholders. Mr. Chidsey was appointed to the Board effective July 15, 2025. Mr. Dennis is retiring from the Board of Directors at the annual meeting and will not be seeking reelection.

Messrs. Frist III and Frist were nominated for election to the Board as a result of their relationship with the Frist Group and are collectively referred to as the “Investor Directors.” Each of the Investor Directors was nominated for election to the Board pursuant to the Amended and Restated Stockholders’ Agreement. Under the Amended and Restated Stockholders’ Agreement, the Frist Group has the right to nominate two directors to our Board of Directors; however, the Frist Group will lose its right to nominate any directors to our Board of Directors at such time as the Frist Group owns less than 3% of our outstanding shares of common stock. As of February 23, 2026, the Frist Group owned approximately 32% of our common stock.

Our Corporate Governance Guidelines provide that no person shall be nominated to the Board who has attained the age of 75 or more on or before the first day of the proposed term of office. Under certain circumstances, the Board may make an exception to this retirement policy. In light of Mr. Michelson’s leadership role as the independent presiding director and Finance and Investments Committee chair, as well as his valuable contributions as a Board member during his tenure, our Nominating and Corporate Governance Committee recommended and the Board of Directors deemed it to be in the best interest of the Company to grant a one-year exception to the 75-year age limit contemplated by our Corporate Governance Guidelines to permit Mr. Michelson’s continued service to the Company for an additional term.

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Nominees for Election. The following is a brief description of the background, business experience and qualifications of each of the nominee directors to be elected to serve on our Board of Directors, each of whom is currently a member of our Board of Directors.

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Director Compensation. The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chair services. Under the Compensation Committee’s charter, the Compensation Committee is authorized to engage consultants and advisors in connection with its review and analysis of director compensation. Directors who also serve as employees of the Company do not receive payment for services as directors.

In making director compensation recommendations, the Compensation Committee takes various factors into consideration, including, but not limited to, the responsibilities of directors generally and the forms of compensation paid to directors by comparable companies. In 2025, the Compensation Committee retained Semler Brossy to assist in conducting an assessment of the Company’s executive and director compensation, including relative to the compensation practices of comparable companies as well as prevailing market practices more generally. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation. For the 2025-2026 Board of Directors Compensation Program, the Board increased the annual cash retainer for service as a Board member and independent presiding director by $20,000 and $10,000, respectively, eliminated the annual cash retainers for committee service (other than for committee chairs), and increased the annual board equity award value by $30,000.

The following text and table discuss the compensation of persons who served as a member of the Board during all or part of 2025, other than Mr. Hazen whose compensation is discussed under “Executive Compensation” below. Mr. Hazen was not separately compensated for Board service during 2025. We have omitted from this table the columns pertaining to non-equity incentive plan compensation, option awards, nonqualified deferred compensation and all other compensation because they are inapplicable.

Cash Compensation. Pursuant to the Company’s Board of Directors Compensation Program approved on April 24, 2025, each non-management director receives quarterly payment of the following cash compensation, as applicable (prorated for partial years):

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Directors may elect to receive their annual retainer for service as a Board member or for service as Chairman of the Board or independent presiding director in cash or in the form of restricted share unit awards.

Equity Compensation. In addition to the director compensation described above, each non-management director receives an annual board equity award with a value of $220,000, awarded upon joining the Board of Directors (prorated for months of service) and at each annual meeting of the stockholders thereafter. These equity grants consist of restricted share units ultimately payable in shares of our common stock and vest as to 100% of the award on the earlier of the date of the Company’s next annual stockholders’ meeting or the first anniversary of the grant date, subject to the director’s continued service on our Board of Directors. The restricted share units will also immediately vest upon the occurrence of a Change in Control (as defined in the applicable grant agreement). The directors may elect to defer receipt of shares under the restricted share units granted as part of the annual board equity award and any restricted share units received in lieu of cash retainers until the date they cease to be members of the Board of Directors.

Reimbursements. All of our directors are reimbursed for reasonable expenses incurred in connection with their service.

Share Ownership. Each non-management director is expected to directly or indirectly acquire a number of shares of our common stock with a value of at least five times the value of the annual cash retainer for a director’s service on the Board of Directors within five years from the date on which they are elected to the Board of Directors. As of December 31, 2025, all of our directors with more than five years of service met these share ownership guidelines.

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Fiscal 2025 Director Compensation

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As of December 31, 2025, (i) Mr. Chidsey held 496 unvested restricted share units; (ii) each of Ms. DeParle, Dr. Riley and Ms. Smith held 645 unvested restricted share units; (iii) each of Messrs. Dennis, Frist and Johnston held 1,026 unvested restricted share units; (iv) Mr. Frist III held 1,320 unvested restricted share units; (v) Mr. Michelson held 1,173 unvested restricted share units; (vi) Mr. Dennis held 21,493 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (vii) Mr. Frist III held 13,497 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (viii) Mr. Frist held 11,849 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (ix) Mr. Johnston held 2,630 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (x) Mr. Michelson held 10,478 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (xi) Dr. Riley held 3,056 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; and (xii) Ms. Smith held 2,352 restricted share units with respect to which she has elected to defer receipt of her vested shares until the date she ceases to be a member of the Board of Directors.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The current Board of Directors of HCA consists of ten directors. However, Mr. Dennis is retiring from the Board of Directors and will not be seeking reelection. Accordingly, the size of the Board of Directors will be reduced to nine directors effective at the annual meeting. Our Board of Directors recommends that the nominees listed below be elected as members of the Board of Directors at the annual meeting.

Each of the nominees, if elected, will serve a one-year term as a director until the annual meeting of stockholders in 2027 or until his or her respective successor is duly elected and qualified or until the earlier of his or her death, resignation or removal. If a nominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person or persons as may be designated by the Board of Directors, unless the Board of Directors chooses to reduce the number of directors serving on the Board. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected.

The following are the nominee directors to be elected to serve on our Board of Directors, each of whom is currently a member of our Board of Directors:

The election of directors will be determined by a majority of the votes cast at the annual meeting. A majority of the votes cast means that the number of shares voted “for” a nominee exceeds the number of shares voted “against” such nominee. Abstentions and broker non-votes are not counted as votes cast with respect to a nominee and will have no effect on the outcome of the election of directors. For incumbent directors, if a nominee fails to receive “for” votes representing a majority of the votes cast, the director shall tender his or her resignation to the secretary of HCA for consideration by the Board of Directors, which resignation shall be contingent upon the acceptance thereof by the Board of Directors. The Nominating and Corporate Governance Committee would then be charged with making a recommendation to the Board of Directors for the action to be taken with respect to the resignation. The Board of Directors will act on the tendered resignation and publicly disclose its decision regarding the tendered resignation and the rationale behind its decision. If the Board determines not to accept the resignation of the incumbent director, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier death, resignation or removal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Compliance Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026. Services provided to the Company and its subsidiaries by Ernst & Young LLP in fiscal 2025 are described below and under “Audit and Compliance Committee Report” located on page 103 of this proxy statement.

Audit Fees. The aggregate audit fees billed by Ernst & Young LLP for professional services rendered for the audit of our annual consolidated financial statements, for the reviews of the condensed consolidated financial statements included in our quarterly reports on Form 10-Q, for the audit of the effectiveness of the Company’s internal control over financial reporting under the Sarbanes-Oxley Act of 2002, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings totaled $14.6 million for 2025 and $13.2 million for 2024.

Audit-Related Fees. The aggregate fees billed by Ernst & Young LLP for assurance and related services not described above under “Audit Fees” were $1.5 million for both 2025 and 2024. Audit-related services principally include audits of certain of our subsidiaries, benefit plans and computer processing controls and reviews of greenhouse gas emissions.

Tax Fees. The aggregate fees billed by Ernst & Young LLP for professional services rendered for tax compliance, tax advice and tax planning were $2.2 million for both 2025 and 2024.

All Other Fees. The aggregate fees billed by Ernst & Young LLP for services, other than those described above, were none for both 2025 and 2024.

The Board of Directors has adopted an Audit and Compliance Committee Charter which, among other things, requires the Audit and Compliance Committee to preapprove all audit and permitted nonaudit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the ability to delegate authority to a subcommittee for certain preapprovals.

All services performed for us by Ernst & Young LLP in 2025 were preapproved by the Audit and Compliance Committee. The Audit and Compliance Committee concluded that the provision of audit-related services and tax services by Ernst & Young LLP was compatible with the maintenance of the firm’s independence in the conduct of its auditing functions.

Representatives of Ernst & Young LLP will be present at the annual meeting. They will have the opportunity to make a statement if they desire to do so, and we expect that they will be available to respond to questions.

Ratification of the appointment of Ernst & Young LLP requires affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote. If the Company’s stockholders do not ratify the appointment of Ernst & Young LLP, the Audit and Compliance Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the Audit and Compliance Committee may in the future replace Ernst & Young LLP as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so.

THE AUDIT AND COMPLIANCE COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2026.

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PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. As described below in the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee of the Board of Directors has structured our executive compensation program to achieve the following key objectives:

We urge stockholders to read the “Executive Compensation — Compensation Discussion and Analysis” section beginning on page 51 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the 2025 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 75 through 98 which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement are effective in achieving our compensation objectives and contribute to the Company’s performance.

In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve the following advisory resolution at the 2026 annual meeting of stockholders:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, as set forth in the Company’s 2026 Proxy Statement on Schedule 14A.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Company, the Board of Directors and the Compensation Committee. The say-on-pay proposal is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies, practices and plans described in this proxy statement. Although non-binding, the Compensation Committee will carefully review and consider the voting results when making future decisions regarding our executive compensation program.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ADVISORY “SAY-ON-PAY” RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION.

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PROPOSAL 4 — STOCKHOLDER PROPOSAL REGARDING

REPORT ON HEALTHCARE CONSEQUENCES

We have been advised that Julie Mayfield intends to present the following proposal for consideration at the annual meeting. The address of the stockholder and number of the Company’s securities that the stockholder owns will be provided to other stockholders promptly upon request. In accordance with federal securities laws, the resolution and supporting statement are quoted verbatim below. We are not responsible for the content of the proponent’s proposal or supporting statement.

Proponent’s Proposal and Supporting Statement

Resolution Regarding Report on Healthcare Consequences

Resolved: HCA Healthcare, Inc. (“HCA”) shareholders request that its Board of Directors publish a report within one year of the upcoming annual meeting (at reasonable expense and omitting proprietary and personally protected information) describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities. The report should include information on (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisition; and (iv) an assessment of the impacted community’s perception of HCA and response to the acquisition.

Supporting Statement

Studies illustrate that hospital acquisitions can have a significant impact on the patients served by such hospitals, especially in rural areas with lower incomes and high poverty rates.¹ HCA’s latest Form 10-K states that “a component of [HCA’s] business strategy is acquiring hospitals and other health care businesses.”² HCA has spent significant resources acquiring hospitals, and shareholders are interested in understanding the healthcare and community consequences of these acquisitions in the communities surrounding these hospitals.

HCA’s acquisition of Mission Health (“Mission”) in 2019 illustrates the harmful impact such acquisitions can have on surrounding communities. Since 2019, well over 200 physicians³ have left Mission. In addition, almost immediately, HCA allegedly raised prices by 10%, started charging patients surprise fees⁴ and reduced the number of staff per occupied bed at the flagship Mission Hospital from 6 full time equivalents pre-sale to 3.7 (average across North Carolina is 5.1).⁵ Patient satisfaction ratings declined precipitously from 4’s and 5’s pre-sale to 1 in 2025,⁶ and there were significant staff reductions and/or departures in nursing staff and services such as chaplaincy, pharmacy, rehabilitation, sterile processing, laboratory, and environmental services.⁷ Since 2019,

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Mission has been cited five times for Immediate Jeopardy (IJ) due to multiple patient deaths and two Emergency Medical Treatment and Labor Act (EMTALA) violations and referred for a third EMTALA violation.⁸ Nursing shortages correlate with at least one IJ citation.⁹

Prior to HCA’s acquisition, Mission was the only health system designated as one of the nation’s Top 15 Health Systems in six of seven years by IBM/Watson Health (2012-2015; 2017-2018). Since 2019, Mission has experienced a steep decline in the quality of care and patient experience,¹⁰ repeated regulatory censure, a lawsuit from the North Carolina Attorney General,¹¹ and community opposition.¹²

There is robust evidence that hospital acquisitions can cause an array of problems, including higher prices, worse health outcomes, shutdowns and reduced access.¹³

Shareholders should know the healthcare, legal, reputational, and employee impacts of HCA’s acquisitions, both to understand whether HCA contributes to our country’s healthcare crisis and to assess how HCA manages risks associated with its acquisitions. For these reasons, I urge you to vote FOR this proposal.

Statement of the Board of Directors in Opposition to the Stockholder Proposal

We have carefully reviewed Proposal 4 and, for the following reasons, have determined that adopting the proposal is not in the best interests of HCA Healthcare or our stockholders. The Board unanimously recommends a vote “Against” the proposal.

We believe the report called for in this proposal is neither practicable nor a good use of Company resources given its broad scope. If adopted as proposed, the proposal would result in unnecessary expense and burdens with limited benefit to our stockholders.

The scope of the proposal and requested report is overly broad and would be difficult to implement given that it requests the Company to describe “the healthcare consequences and impacts [of] its acquisitions” with specific reference made to four categories of information. Reporting on these categories of information would be difficult or impracticable to prepare on a reliable and consistent basis over the requested 10-year period. Standing alone, some categories would be incomplete or potentially misleading without extensive context and in some cases require third party input or information, which would necessitate further expense and additional work and divert management’s attention.

If adopted as proposed, the requested report would provide limited benefits to our stockholders. At its core, the proposal directs the Company to publish information about its general business and acquisition strategy and the Company’s operations following acquisitions, which are matters that fall

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within the Company’s ordinary business operations. Numerous complex factors, many of which require analysis of constantly changing information to which our stockholders do not have access, are considered by the Company’s management in connection with its acquisition strategy and related operations. Further, the Board is actively engaged, both as a whole and through its committees, in overseeing the Company’s policies and procedures relating to the delivery of quality medical care to patients and human capital management strategies, as well as the alignment between its commitments to patients and colleagues and its strategic actions. The Patient Safety and Quality of Care Committee of the Board oversees the Company’s efforts to advance the quality of health care provided to, and safety of, the Company’s patients. This oversight includes reviewing, as appropriate, information and strategies relating to the Company’s care quality, clinical risk, patient safety and clinical services performance improvement. The Compensation Committee of the Board oversees the Company’s strategies and policies relating to attracting, developing, retaining and motivating Company leadership and colleagues, workplace culture, employee relations and workplace safety. We believe it would be inappropriate to delegate these types of management and board oversight functions to stockholders or invite direct stockholder oversight of the decisions of management in these matters of the Company’s ordinary business operations.

HCA Healthcare is a leader in providing high-quality care and has been recognized for consistency in clinical excellence.

Across approximately 47 million annual patient encounters, we strive to give our patients the high-quality care they need and deserve. Leading independent authorities consistently recognize our performance in delivering high-quality care to our patients. According to the Agency for Healthcare Research and Quality, infections, strokes, and cardiac-related events account for more than half of the most common reasons people seek care in hospitals across the United States. In these complex care situations, HCA Healthcare outperforms the national benchmarks. For example, according to the quality results available on the Centers for Medicare & Medicaid Services (CMS) Care Compare website as of January 2026:

44 of HCA Healthcare’s hospitals were named on the 2026 Healthgrades America’s 250 Best Hospitals list, which recognizes the top 5% of hospitals in the country for clinical excellence. Based exclusively on patient outcomes, this annual designation is reserved for hospitals that demonstrate superior performance in providing care for conditions and procedures across multiple specialty lines and areas. Further, 15 of those 44 HCA Healthcare hospitals were recognized as America’s 100 Best Hospitals for being in the top 2% in the nation for consistent clinical excellence. Mission Hospital in North Carolina, specifically mentioned in the proposal, was one of three HCA Healthcare hospitals to receive the 2026 Healthgrades America’s 50 Best Hospitals Award for being within the top 1% in the nation for consistent clinical excellence. This is Mission Hospital’s 11th consecutive year to receive this recognition from Healthgrades.

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The Company already provides extensive disclosure regarding the high-quality care we deliver and the impact on the communities we serve.

As one of the leading health care services companies in the U.S., we believe our scale provides advantages to our patients, colleagues and the communities we serve. In addition to the information contained in the Company’s reports filed with the Securities and Exchange Commission, the Company’s website provides extensive information regarding the Company’s operations and its commitment to the care and improvement of human life.

The Company prepares an annual Impact Report and issues press releases which specifically focus on ways the Company and our colleagues deliver for stakeholders and the many communities we serve. Highlights from these publications regarding community impacts include:

Additionally, we publish an annual Mission Health impact report on the Mission Health website that provides information on the broad outreach, positive contributions and increased investments made in Mission Health and the western North Carolina communities we serve.

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As the above highlights, we maintain significant outreach and community support efforts throughout the year designed to support and uplift our communities. These initiatives, as reflected in these publicly available reports, reflect our commitment and focused, scalable approach to community impact.

For all of the reasons discussed above, the Board believes the adoption of this proposal is not a practicable use of Company resources, has limited benefits to our stockholders, and is overly broad and unnecessary given the extensive public disclosure already provided, and thus is not in the best interests of our stockholders.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “AGAINST” THIS PROPOSAL.

Vote Required

The stockholder proposal will be approved if properly presented and if it receives affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote.

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PROPOSAL 5 — STOCKHOLDER PROPOSAL REGARDING

SHAREHOLDERS’ RIGHT TO ACT BY WRITTEN CONSENT

We have been advised that John Chevedden intends to present the following proposal for consideration at the annual meeting. The address of the stockholder and number of the Company’s securities that the stockholder owns will be provided to other stockholders promptly upon request. In accordance with federal securities laws, the resolution and supporting statement are quoted verbatim below. We are not responsible for the content of the proponent’s proposal or supporting statement.

Proponent’s Proposal and Supporting Statement

Proposal 5 — Shareholder Right to Act by Written Consent

Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.

HCA Healthcare shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for HCA shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting — yet HCA made the threshold 15% of shareholders and then discriminated against HCA shareholders who owned their stock for less than one continuous year by banishing them from this important shareholder right.

Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when HCA is underperforming.

There are challenging news reports regarding HCA that argue for a greater standing for HCA shareholders to engage with HCA.

Healthcare Dive and Yahoo Finance reported in October 2025 that HCA was monitoring “looming headwinds,” including the potential expiration of Affordable Care Act subsidies at the end of the year. This could cause millions to become uninsured as premiums rise, impacting hospital revenue.

News reports highlighted that HCA continues to face significant workforce challenges, including talent shortages and burnout. In its Q3 earnings call, HCA noted ongoing pressure from operating costs and labor expenses.

The California’s Attorney General announced a settlement with HCA over its use of Training Repayment Agreement Provisions. HCA allegedly required new nurses to repay thousands of dollars for training if they left before 2-years. This practice was described as an “abusive training debt scheme” that trapped nurses in their jobs. A class-action lawsuit was also filed by the California Nurses Association over the practice.

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HCA’s Mission Hospital in Asheville, North Carolina, was once again placed in “immediate jeopardy” by federal regulators for serious safety violations. This was the third such designation since 2019 and followed patient misidentification, improper patient monitoring, and lapses in infection control. The hospital could lose government funding according to STAT News.

An NBC News video cited HCA worker claims that HCA puts profits above patient care, citing understaffing, cost-cutting that impacted safety and pushing patients into hospice early to improve mortality statistics.

Facebook posts claimed that HCA’s focus on profits over patient care led to unsafe nurse-to-patient ratios, inadequate orientation for new staff, and a poor work environment.

Please vote yes:

Shareholder Right to Act by Written Consent — Proposal 5

Statement of the Board of Directors in Opposition to the Stockholder Proposal

We have carefully reviewed Proposal 5 and, for the following reasons, have determined that adopting the proposal is not in the best interests of HCA Healthcare or our stockholders. The Board unanimously recommends a vote “Against” the proposal.

We believe that all matters subject to stockholder approval should have the opportunity to be considered by and voted on by all stockholders.

The Board of Directors values both transparency and the democratic nature of stockholder meetings. Permitting stockholders to act by written consent could result in the approval of significant actions without adequate notice to all stockholders and without affording them a fair opportunity to express their views. As set forth in our certificate of incorporation and bylaws, any meeting of stockholders (including a special meeting of stockholders called pursuant to our certificate of incorporation and bylaws) occurs on a specified date that is publicly announced via a notice provided to all stockholders well in advance of the meeting. All stockholders have the opportunity to express their views and solicit proxies from other stockholders on the matters under consideration. By contrast, action by written consent does not necessarily require advance notice to all stockholders and does not provide a forum for a full, open debate prior to voting. Allowing action by written consent may therefore deprive stockholders of the opportunity to voice their views or even to register their vote on the proposed action. The Board believes that stockholders are entitled to participate fully in decisions on any action requiring their approval and that permitting actions by written consent undermines this right.

The stockholder right to call a special meeting of stockholders established by the Company’s certificate of incorporation and bylaws already provides stockholders with the means to act between annual meetings, as well as safeguards against the exertion of undue influence by individual stockholders in pursuit of special interests that may be inconsistent with all of our stockholders’ long-term best interests. The Board believes this special meeting right strikes the appropriate balance between affording stockholders active participation in the governance of the Company, on the one hand, and protecting against abusive and disruptive actions that may impair the effective management of the Company and be detrimental to stockholder interests, on the other.

Action by written consent is vulnerable to abuse.

Allowing stockholder action by written consent could facilitate and embolden the agenda of one or more activist investors, who may be interested in acting other than in the best interests of all stockholders. For example, action by written consent could undermine the Board’s ability to secure the highest value for stockholders in connection with a potential change in control of the Company or could be used to circumvent the director election process by enabling certain stockholders to replace

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members of the Board by written consent and effectively assume control of the Company without having to pay a premium to all stockholders. Additionally, concurrent and potentially conflicting consent solicitations by various groups of stockholders could occur on a continuous basis, creating the potential for confusion and imposing substantial administrative and financial burdens on the Company without corresponding benefits to stockholders.

The Company’s existing corporate governance practices, including the stockholder right to call a special meeting, empower stockholders to effectively engage with management.

The Board of Directors remains committed to employing robust and transparent corporate governance practices, which it has enhanced over the years, such that:

We highly value and actively seek out our stockholders’ perspectives and have a strong record of responsiveness to stockholder concerns. For example, in response to stockholder feedback expressing a preference to have the right to request special meetings as opposed to the right to act by written consent, the Board approved an amendment to the Company’s certificate of incorporation, as well as the Company’s bylaws, to establish procedures through which stockholders may call a special meeting, which amendment was subsequently approved by our stockholders in 2020. Stockholders have considered and rejected proposals to adopt a stockholder right of action by written consent in the past. We continue to engage with our stockholders regarding our corporate governance practices, which were developed and are continually evaluated to ensure stockholders have an appropriate level of access to management and the Board.

Our corporate governance practices are consistent with Delaware law.

HCA Healthcare was incorporated in Delaware and is governed by the Delaware General Corporation Law (the “DGCL”). The DGCL provides that only the board of directors of a corporation may call special meetings of the stockholders, unless such right is affirmatively granted to the stockholders of such corporation as set forth in its certificate of incorporation or bylaws. Notably, the DGCL does not prescribe, as suggested by the proponent, any particular ownership threshold for stockholders to call a special meeting. Under our bylaws, our stockholders holding 15% of all outstanding shares of our Common Stock, which shares have been held for at least one year, have the right to call a special meeting. We believe this threshold strikes the appropriate balance between giving meaningful access to a special meeting mechanism and mitigating the risk of frequent, costly, or strategically timed meetings driven by a relatively small minority position.

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For all of the reasons discussed above, the Board believes the adoption of this proposal is unnecessary, has limited benefits to our stockholders, and is not in the best interests of our stockholders.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “AGAINST” THIS PROPOSAL.

Vote Required

The stockholder proposal will be approved if properly presented and if it receives affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote.

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OTHER MATTERS

We are not aware of any matters other than those discussed in the foregoing materials contemplated for action at the annual meeting. The persons named in the Proxy Card will vote in accordance with the recommendation of the Board of Directors on any other matters incidental to the conduct of, or otherwise properly brought before, the annual meeting. The Proxy Card contains discretionary authority for them to do so.

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EXECUTIVE COMPENSATION

COMPENSATION RISK ASSESSMENT

In consultation with the Compensation Committee (the “Committee”) of the Board of Directors, members of Human Resources, Financial Reporting, Legal, Enterprise Risk Management and Internal Audit assessed whether the Company’s compensation policies and practices encourage excessive or inappropriate risk taking by our colleagues, including our named executive officers. This assessment included a review of the risk characteristics of our business and the design of our incentive compensation plans and policies. Although a significant portion of our executive compensation program is performance-based, the Committee focuses on aligning the Company’s compensation policies with the long-term interests of the Company and avoiding rewards or incentive structures that could create unnecessary risks to the Company.

Management reported its findings to the Committee, and the Committee agreed with management’s assessment that our plans and policies do not encourage excessive or inappropriate risk taking and determined such policies or practices are not reasonably likely to have a material, adverse effect on the Company.

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers. The following executive compensation discussion and analysis describes the principles underlying our executive compensation policies and decisions as well as the material elements of compensation for our named executive officers. Our named executive officers for 2025 were:

Compensation Philosophy and Objectives. In order to achieve our mission and business objectives, our compensation programs are directed toward attracting, retaining and rewarding a qualified and effective workforce. We seek to pay all of our employees fairly, balancing a variety of internal and external factors aligned with our Company culture and values.

The core philosophy of our executive compensation program is to support the Company’s primary objective of providing high-quality health care to our patients, while making a positive impact on the communities in which we operate and enhancing the long-term value of the Company for our stockholders. Specifically, the Committee believes that an effective executive compensation program (for all executives, including named executive officers):

The Committee is committed to a strong, positive link between our business objectives and performance and our executive compensation and benefits practices.

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Our compensation philosophy also allows for flexibility in establishing executive compensation based on an evaluation of information prepared by management or other advisors and other subjective and objective considerations deemed appropriate by the Committee, subject to any contractual agreements with our executives. The Committee also considers the recommendations of our Chief Executive Officer for executives other than himself. We believe this flexibility is important to ensure our compensation programs are competitive and our compensation decisions appropriately reflect the unique contributions and characteristics of our executives.

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Impact of Performance on 2025 Compensation. Our compensation philosophy, which is described in more detail herein, is centered around creating a strong link between the performance of business objectives and the value of compensation. The compensation of our named executive officers in 2025 was directly impacted by our financial performance, quality objectives and stockholder return as detailed below.

The Company had strong financial and quality performance for 2025, and our results generally exceeded the targets for EBITDA and quality-based metrics established for the year, which were designed to drive a strong pay-for-performance culture. As a result, annual incentive payouts for the named executive officers under the 2025 PEP were paid at 195.78% of target. In addition, the Company’s cumulative financial performance for fiscal years 2023 – 2025 exceeded the EPS-based target established for the three-year period, which was designed to reward long-term Company performance. As a result, participants earned 200% of the performance share units granted in 2023, which were tied to 2023 – 2025 cumulative EPS performance.

2025 “Say-on-Pay” Advisory Vote. The Company provided stockholders a “say-on-pay” advisory vote on its executive compensation in 2025, as required under the Dodd-Frank Act. At our 2025 annual meeting of stockholders, stockholders expressed substantial support for the compensation of our named executive officers, with approximately 94% of the votes cast for approval of the “say-on-pay” advisory vote on executive compensation. The Committee evaluated the results of the 2025 advisory vote and considered many other factors in evaluating the Company’s executive compensation programs as discussed in this Compensation Discussion and Analysis. In light of the substantial support expressed by our stockholders for our compensation program, the Committee did not make any changes to our executive compensation program and policies as a direct result of the 2025 “say-on-pay” advisory vote.

Stockholder Engagement. The Company engages with stockholders throughout the year primarily through regular investor relations meetings and stockholder outreach sessions. The Company views its interactions with stockholders as a two-way dialogue and seeks to provide information and perspective concerning various subjects, such as the Company’s performance, strategy, corporate responsibility, corporate governance, human capital matters, quality of care and executive compensation-related matters. The Company also solicits and receives feedback with respect to a broad range of topics of interest to our stockholders.

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Overview of Executive Compensation Programs. The Committee is generally charged with the oversight of our executive compensation and rewards programs. The Committee is currently composed of John W. Chidsey, III, Robert J. Dennis (retiring at annual meeting), Michael W. Michelson and Andrea B. Smith (Chair). Responsibilities of the Committee include, among other items, the review and/or approval of the following items:

In addition, the Committee considers the proper alignment of executive pay policies with Company values and strategy by overseeing executive compensation policies, human capital management strategies and policies, corporate performance measurement and assessment, and the Chief Executive Officer performance assessment.

The Committee may retain the services of independent outside consultants, as it deems appropriate in its sole discretion, to assist in the strategic review of programs and arrangements relating to executive compensation and performance. The Committee has retained Semler Brossy as its external advisor. The Committee considers advice and analysis presented by Semler Brossy in making decisions on compensation plan designs and compensation decisions for the executive officers and directors. As required under the NYSE listing rules, the Committee has considered and assessed all factors relevant to Semler Brossy’s independence from management, including, but not limited to, those set forth in Section 303A.05(c)(iv) of the NYSE Listed Company Manual, as applicable. Based on this review, the Committee is not aware of any conflict of interest that has been raised in connection with work performed by Semler Brossy.

Peer Group Market Data.  Our Human Resources team, in collaboration with Semler Brossy, collects compensation data from similarly sized companies using both proxy and survey sources and presents that information to the Committee to the extent that comparable position matches and components of pay are available.

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Proxy Data

In order to assess the competitiveness of our compensation for our named executive officers, Semler Brossy collected and reviewed compensation data for top executive positions for large public health care companies as reported in their proxy statements. These companies included health care providers, as well as companies in the health insurance, pharmaceutical, medical supply and related industries. This peer group is reviewed on an annual basis. The peer group’s 2024 revenues ranged from $20.7 billion to $400.3 billion, with median revenues of $60.0 billion, which is comparable to our size. The companies in this analysis included:

Survey Data

To complement the compensation peer group proxy data and provide relevant market comparisons for executive officers whose positions could not be directly matched to peer data, Semler Brossy collected and reviewed compensation data from the following nationally recognized survey sources:

These particular revenue scopes were selected because they were the closest approximations to the Company’s revenue size. Each survey that provided an appropriate position match, relevant scope cut and sufficient sample size was utilized in the analysis.

Consistent with our compensation philosophy, the Committee considers the market findings as only one input in developing our executive compensation programs and will also consider, among other factors (typically not reflected in these data sources), the executive’s individual performance during the year, his or her projected role and responsibilities for the coming year, his or her actual and potential impact on the successful execution of Company strategy, recommendations from our Chief Executive Officer (for executives other than himself) and the independent compensation consultant, the executive’s experience and professional status, internal pay relativity considerations, and employment market conditions and compensation practices within our peer group. These factors are considered on a case-by-case basis for each executive without any specific weighting or formula.

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Consistent with the Committee’s commitment to a strong positive link among our business objectives, our performance and our executive compensation practices, we have placed a significant emphasis on pay “at risk,” based on the achievement of financial performance, quality patient care and the performance of our stock. The following charts illustrate that 93% of our Chief Executive Officer’s total direct compensation and 84% of the other named executive officers’ average total direct compensation for 2025 was performance-based pay, with a significant emphasis on long-term performance and stockholder value creation. For the purposes of these charts, total direct compensation includes salary, actual annual incentive payouts and the grant date fair value of equity grants made in 2025.

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Elements of Compensation – Base Salary

Base salaries are intended to provide reasonable and competitive fixed compensation for regular job duties. We do not adjust salaries for all executive officers on an annual basis, but rather make adjustments based on changes in responsibilities, market pay practices, internal equity and other factors as discussed above on a case-by-case basis.

In recognition of their individual performance and a review of internal relativities and external pay benchmarks, effective February 1, 2026, the salaries of Messrs. Hazen, Foster and McAlevey and Dr. Cuffe were increased by 2.5% to $1,620,555, $1,071,638, $1,040,119 and $1,004,500, respectively, and the salary of Mr. Marks was increased 8.0% to $1,069,200.

Elements of Compensation – Annual Incentive Compensation: PEP

The PEP is intended to reward named executive officers for annual financial and quality and care performance, with the goals of providing high-quality health care for our patients and increasing stockholder value. Accordingly, the Company’s 2025 Executive Officer Performance Excellence Program (the “2025 PEP”) was approved by the Committee to cover annual incentive awards for 2025. 2025 PEP targets were intended to provide a meaningful incentive for executives to achieve or exceed performance goals and be competitive with market practices. Each named executive officer in the 2025

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PEP was assigned a 2025 annual award target expressed as a percentage of salary ranging from 100% to 175%. The PEP award targets for our named executive officers were not changed from 2024 to 2025 except for Mr. Hazen, whose PEP award target was set at 175% due to external benchmarks, and Mr. Marks, whose PEP award target was set at 125% due to external benchmarks and increased experience in the role.

2025 PEP – Design

Actual awards under the 2025 PEP are generally determined using the following steps:

2025 PEP Design: EBITDA Measure (80% of 2025 PEP)

The 2025 PEP was designed to provide 100% of the EBITDA weighted portion of the target award for target EBITDA performance, 25% of the EBITDA weighted portion of the target award for threshold level of EBITDA performance, and a maximum of 200% of the EBITDA weighted portion of the target award for maximum EBITDA performance, with no payments made for performance below the threshold level. The Committee believes this payout curve is consistent with competitive practice.

Our 2025 threshold EBITDA performance level was set at 4% below the target goal and the maximum performance goal was set at 4% above the target goal to reflect potential performance volatility. EBITDA targets were linked to the Company’s short-term and long-term business objectives to ensure incentives are provided for appropriate annual growth.

EBITDA is defined in the 2025 PEP as earnings before interest, income taxes, depreciation, amortization, net income attributable to noncontrolling interests, gains or losses on sales of facilities,

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gains or losses on extinguishment of debt, legal claim costs (benefits), asset or investment impairment charges, restructuring charges, any expenses for share-based compensation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, and any other gains or charges resulting from significant, unusual and/or nonrecurring events, as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report for the fiscal year, as determined in good faith by the Board of Directors or the Committee in consultation with the Chief Executive Officer.

2025 PEP Design: Quality and Care Measures (20% of 2025 PEP)

The quality weighted portion of the 2025 PEP was based on the Company’s performance on each of the following quality and patient care experience metrics as measured against industry benchmarks:

The 2025 PEP was designed to provide 100% of the quality weighted portion of the target award applicable to each quality and care metric for performance at the target level of performance for such metric, 0% of the quality weighted portion of the target award applicable to each quality and care metric for performance at or below the threshold level of performance for such metric, and a maximum of 200% of the quality weighted portion of the target applicable to each quality and care metric for performance at or above the maximum level of performance for such metric. For the 2025 PEP, the threshold, target and maximum levels for the quality metrics set forth above other than the Complication and Mortality CHOIS Risk Adjusted Indices were set at the 45^th, 55^th and 65^th percentile, respectively, and for the care experience metrics set forth above were set at 45%, 55% and 65% of hospitals achieving year over year improvement and/or performance at the 75th percentile,

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respectively. For the Complication and Mortality CHOIS Risk Adjusted Indices, the threshold, target and maximum levels were set at 1.00, 0.85 and 0.70, respectively.

The Committee believes quality and care performance is important to the Company’s ability to attract and retain patients, physicians and colleagues. The Committee set challenging performance targets for the 2025 PEP quality and care metrics to encourage continuous improvement.

Quality and care performance is also embedded within the EBITDA weighted portion of the PEP in that there are numerous hospital-based quality arrangements that align quality care and our financial performance, such as the CMS value-based arrangements (including the Hospital Acquired Condition Reduction Program, Hospital Readmission Reduction Program and the Hospital Value-Based Purchasing Program) and commercial payer quality incentive components included in our pay-for-performance contracts.

2025 PEP – Actual Performance and Payout

Based upon the Company’s performance on the EBITDA and quality and care metrics as discussed in more detail below, Messrs. Hazen, Marks, Foster and McAlevey and Dr. Cuffe each received an actual 2025 PEP payment of 195.78% of their 2025 PEP Target.

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2025 PEP Actual Performance and Payout: EBITDA Measure (80% of 2025 PEP)

The EBITDA target performance goals and actual performance were adjusted to exclude unbudgeted acquisitions and dispositions. The Committee also adjusted 2025 EBITDA actual performance for purposes of the 2025 PEP to exclude the impact on the Company’s EBITDA performance resulting from an insurance recovery during 2025 related to the effects of Hurricane Milton and the impact during 2025 resulting from certain other non-operating gains related to prior periods.

The adjustments described above are consistent with the Committee’s view that, in general, management’s performance for such purposes should be measured against operational results, subject to adjustment in appropriate circumstances for unusual or extraordinary events. Such adjustments are also consistent with the terms of the 2025 PEP, which permit adjustment for significant, unusual and/or nonrecurring events that are described in management’s discussion and analysis of financial condition and results of operations in the Company’s annual report for the fiscal year.

These EBITDA targets should not be considered as management’s predictions of future performance or other guidance and investors should not apply these in any other context.

2025 PEP Actual Performance and Payout: Quality and Care Measures (20% of 2025 PEP)

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Elements of Compensation – Long-Term Equity Incentive Awards

Equity grants made under our long-term incentive compensation programs are intended to align the interests of executives and stockholders by rewarding executives for long-term growth in stockholder value. These programs also serve as a key component of the executives’ compensation packages in attracting and retaining top talent. Lastly, these programs encourage share ownership. Grants made in 2025 were made under the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates, as amended (the “2020 Stock Incentive Plan”).

Since 2015, the annual long-term equity incentive awards awarded to the Company’s executive officers have included PSUs, which vest upon achievement of a three-year cumulative EPS goal, in addition to time vesting stock settled SAR awards. The 2025 annual equity awards for the named executive officers, which were granted in January 2025 were structured with 50% of the target award value granted in the form of time-based SARs, and the other 50% of the target award value granted in the form of PSUs which vest based on achievement of a cumulative three-year EPS goal.

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The Committee determined the target values of the equity grants awarded to the named executive officers in 2025 based on a combination of the following considerations:

Stock Appreciation Rights

The Committee determined that SARs are an effective long-term incentive vehicle for executive officers because:

Stock Appreciation Rights – 2025 Awards

The SARs granted in 2025 have a ten-year term and were granted with an exercise price equal to the fair market value of the Company’s common shares on the date of grant (the “2025 SARs”). The 2025 SARs are structured such that 25% of the SARs will vest on each of the first four anniversaries of the grant date. The Committee used the Company’s three-month average stock price as of the grant date and a valuation model estimation to determine the number of SARs granted.

For additional information concerning the 2025 SARs, see the Outstanding Equity Awards at 2025 Fiscal Year-End Table.

Performance Share Units

The Committee determined that PSUs are consistent with competitive market practices for executive pay and appropriately reward our executives for long-term Company performance. PSUs granted between 2023 and 2025 vest based on achievement of a cumulative three-year EPS goal (“Target EPS”) as set forth in the schedule below, with vesting between threshold and maximum amounts for performance between 85% for 2025 grants (90% for 2023 grants and 2024 grants) and 110% of Target EPS determined by straight line interpolation. In January 2025, the Committee approved decreasing the threshold amount for performance for PSUs granted beginning in 2025 to 85% of target in response to potential policy and regulatory uncertainty for health care services. The

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Committee sets challenging Target EPS goals to link the awards to the Company’s long-term business objectives and to provide meaningful incentives for achieving or exceeding the Company’s performance growth objectives.

Cumulative EPS is defined for purposes of the PSUs as the sum of the Company’s “diluted earnings per share” of each of the three fiscal years of the Company within the performance period as reported in the Company’s audited financial statements for each such year, adjusted to exclude the effects of: (a) gains or losses on sales of facilities, (b) gains or losses on extinguishment of debt, (c) asset or investment impairment charges, (d) legal claim costs or benefits (disclosed as separate line item in consolidated income statement), (e) expenses, or adjustments to expenses, for share-based compensation recognized under FASB ASC 718 related to the PSUs that result from EPS performance above or below the Target EPS during the performance period, (f) the impact of Accounting Standards Update (“ASU”) 2016-09: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) that results in EPS performance above or below the Target EPS during the performance period, (g) gains or losses on acquisition or disposition of controlling interests in equity investments or consolidated entities, and (h) any other gains, expenses or losses resulting from significant, unusual and/or nonrecurring events, as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report for the applicable fiscal year, as determined in good faith by the Board or the Committee.

Performance Share Units – Grant of 2025 Awards

The PSUs granted in 2025 (the “2025 PSUs”) vest based on achievement of a cumulative Target EPS for fiscal years 2025 – 2027, subject to the vesting schedule set forth above. The Committee used the Company’s three-month average stock price as of the grant date to determine the number of PSUs granted.

For additional information concerning the 2025 PSUs, see the Outstanding Equity Awards at 2025 Fiscal Year-End Table.

Performance Share Units – Vesting of 2023 Awards