Every material Form 8-K HCA Healthcare has filed with the SEC since February 21, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
HCA Inc., a wholly owned subsidiary of HCA Healthcare, completed on November 5, 2026 a public offering of $6.5 billion of senior unsecured notes in seven series maturing from 2028 to 2056, fully guaranteed by HCA Healthcare. The filing does not state how the proceeds will be used, but the offering adds $6.5 billion of debt obligations for the company.
Seven series totaling $6.5 billion; the largest is $1.5 billion of 6.000% senior notes due November 15, 2036.
Fixed-rate coupons range from 5.200% to 6.500%, and $300 million of floating-rate notes mature November 3, 2028.
Underwriting agreement dated November 2, 2026 with Mizuho Securities USA LLC, Barclays Capital Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC as representatives.
Holders can require repurchase at 101% of principal only upon both a qualifying ratings downgrade and a change of control.
HCA Healthcare's wholly owned subsidiary, HCA Inc., proposed a public offering of senior unsecured notes on November 2, 2026, with terms to depend on market conditions. The subsidiary also gave notice it will redeem all $1.200 billion of its 4.500% senior notes due February 2027 on December 2, 2026, conditioned on receiving offering proceeds, which may also repay commercial paper and credit facility borrowings.
Proposed offering of senior unsecured notes by HCA Inc.; maturity, interest rate and principal amount not yet set
Notice given November 2, 2026 to redeem all $1.200 billion of 4.500% senior notes due February 2027 on December 2, 2026
Net proceeds may be used for general corporate purposes, including the redemption, repaying up to $8.000 billion commercial paper program borrowings, and repaying senior unsecured credit facility borrowings
HCA Healthcare reported third quarter 2026 revenue of $19.849 billion and net income of $1.579 billion, alongside an updated full-year operating forecast in the upper half of its previously issued ranges. The company experienced an unfavorable payer mix shift due to increased uninsured volume, which negatively impacted pre-tax income by approximately $400 million.
Revenues increased 3.6 percent to $19.849 billion in the third quarter of 2026.
Net income attributable to HCA Healthcare, Inc. declined 3.9 percent to $1.579 billion.
The Board of Directors declared a quarterly cash dividend of $0.78 per share payable on December 29, 2026.
The company repurchased 7.230 million shares of its common stock at a cost of $2.970 billion during the third quarter.
HCA Healthcare reported second-quarter 2026 revenue of $20.230 billion, up 8.7%, and diluted EPS of $7.62, up 11.6%. The company lowered its 2026 guidance for net income, EPS and Adjusted EBITDA, citing a payer mix shift from uninsured volume tied to health insurance exchanges, which it estimated reduced second-quarter income before income taxes by approximately $400 million.
Q2 2026 revenue was $20.230 billion, up 8.7% from $18.605 billion; diluted EPS was $7.62 versus $6.83 a year earlier.
Revised 2026 diluted EPS guidance is $28.70 to $30.50, down from $29.10 to $31.50; net income guidance is $6.300 to $6.700 billion, down from $6.495 to $7.035 billion.
The exchange-related payer mix shift had an unfavorable impact of approximately $400 million on Q2 income before income taxes, partly offset by about $400 million of incremental Medicaid Supplemental Payment Program benefit.
The Board declared a quarterly cash dividend of $0.78 per share, payable September 30, 2026 to holders of record on September 16, 2026.
HCA Healthcare preliminarily reported second-quarter 2026 revenues of $20.230 billion and net income of $1.699 billion, or $7.62 per diluted share, both up from the year-earlier quarter. The company also lowered its 2026 net income and EPS guidance, citing a payer mix shift from health insurance exchange coverage losses, which shareholders should weigh against the stronger quarter. The preliminary figures are unaudited and subject to final quarterly closing procedures.
Q2 2026 revenues about $20.230 billion vs. $18.605 billion in Q2 2025; net income $1.699 billion ($7.62 per diluted share) vs. $1.653 billion ($6.83).
2026 diluted EPS guidance lowered to $28.70 to $30.50 from $29.10 to $31.50; net income guidance lowered to $6.300 billion to $6.700 billion from $6.495 billion to $7.035 billion.
Q2 unfavorable payer mix impact from exchange coverage losses estimated at about $400 million, partly offset by about $400 million of incremental Medicaid Supplemental Payment Program benefit.
Second-quarter earnings call scheduled for Friday, July 24, 2026, at 9:00 a.m. Central Time.
HCA Healthcare said Dr. Michael Cuffe, Executive Vice President and Chief Clinical Officer, will step down from that role effective August 31, 2026, under an agreement reached June 15, 2026. He will then serve in a transitional role until February 2027. The filing does not name a successor, and the change involves a senior clinical executive rather than the chief executive or chief financial officer.
Dr. Michael Cuffe steps down as Executive Vice President and Chief Clinical Officer effective August 31, 2026
Transitional role with the company continues until February 2027
Eligible for benefits under the company's executive severance policy and applicable incentive plans
Agreement reached June 15, 2026; 8-K dated June 18, 2026
HCA Inc., a wholly owned subsidiary of HCA Healthcare, completed a public offering of $3 billion of senior unsecured notes on April 30, 2026. The notes are guaranteed by HCA Healthcare and are registered under a shelf registration statement, so the filing adds $3 billion of debt for the company group.
Three tranches: $1 billion of 4.700% notes due May 15, 2031; $750 million of 5.000% notes due May 15, 2033; and $1.25 billion of 5.300% notes due May 15, 2036
Interest is payable semi-annually on May 15 and November 15, starting November 15, 2026
Notes are fully and unconditionally guaranteed by HCA Healthcare, Inc. on a senior unsecured basis
Underwriting agreement dated April 27, 2026, with Citigroup, Barclays, BofA Securities and J.P. Morgan as representatives of the underwriters
HCA Healthcare reported first-quarter 2026 revenues of $19.109 billion, up 4.3%, and diluted earnings per share of $7.15, up 10.9% from $6.45 a year earlier. The company reaffirmed its 2026 guidance and declared a quarterly dividend of $0.78 per share, payable June 30, 2026.
Revenues rose 4.3% to $19.109 billion; net income attributable to HCA Healthcare was $1.620 billion, up 0.6%.
Adjusted EBITDA rose 1.9% to $3.802 billion, though its margin fell to 19.9% from 20.4%.
Respiratory-related admissions fell 42%, and a January winter storm hurt volumes; Medicaid supplemental programs not in initial guidance offset much of the impact.
Guidance reaffirmed for 2026, including diluted EPS of $29.10 to $31.50; the company repurchased 3.157 million shares for $1.571 billion in the quarter.
HCA Healthcare's Compensation Committee adopted a 2026 Executive Officer Performance Excellence Program on February 24, 2026, setting cash bonus targets for named executives, including 175% of base salary for CEO Samuel N. Hazen. Separately, director Robert J. Dennis said he will retire from the board at the April 23, 2026 annual meeting. The filing does not report financial results, so the bonus plan's effect on shareholders depends on the performance targets, which are defined in the plan document.
Awards are weighted 80% on EBITDA targets and 20% on quality metrics, paid solely in cash.
Target 2026 awards: 175% of base salary for CEO Samuel N. Hazen; 125% for CFO Michael A. Marks and COO Jon M. Foster; 100% for Michael R. McAlevey and Michael S. Cuffe, M.D.
Robert J. Dennis, who informed the company on February 20, 2026, will retire from the board effective April 23, 2026.
HCA Healthcare reported fourth-quarter 2025 revenue of $19.513 billion, up 6.7 percent, and diluted EPS of $8.14, up 44.6 percent from a year earlier, when results included a $0.59 per share facility loss. The company also issued 2026 guidance of $29.10 to $31.50 diluted EPS and authorized an additional $10 billion share repurchase program, with a $0.78 quarterly dividend declared.
Q4 2025 net income attributable to HCA was $1.878 billion, up 30.6 percent; adjusted diluted EPS was $8.01, up 28.8 percent.
Full-year 2025 revenue was $75.600 billion and diluted EPS was $28.33, compared with $22.00 in 2024.
2026 guidance: revenue $76.500 to $80.000 billion; net income $6.495 to $7.035 billion; adjusted EBITDA $15.550 to $16.450 billion.
Board authorized up to $10 billion in additional buybacks and declared a $0.78 dividend payable March 31, 2026.
HCA Inc., a wholly owned subsidiary of HCA Healthcare, completed a public offering of $3.25 billion in senior unsecured notes on October 31, 2025, in four tranches maturing between 2030 and 2055. HCA Healthcare fully and unconditionally guarantees the notes, which increases the company's long-term debt obligations, and the filing does not state how the proceeds will be used.
Four tranches: $500 million 4.300% notes due November 15, 2030; $1.0 billion 4.600% notes due 2032; $1.0 billion 4.900% notes due 2035; and $750 million 5.700% notes due November 15, 2055.
Interest is payable semi-annually on May 15 and November 15, starting May 15, 2026.
HCA Healthcare guarantees the notes on a senior unsecured basis; underwriters J.P. Morgan, Citigroup, Mizuho and Wells Fargo were representatives under an October 27, 2025 underwriting agreement.
If both a qualifying ratings downgrade and certain changes of control occur, holders may require repurchase at 101% of principal plus accrued interest.
HCA Healthcare reported third-quarter 2025 revenue of $19.161 billion, up 9.6%, and net income attributable to HCA of $1.643 billion, or $6.96 per diluted share, compared with $4.88 a year earlier. The company raised its 2025 diluted EPS guidance to $27.00 to $28.00 per share, from $25.50 to $27.00, and declared a $0.72 quarterly dividend.
Q3 2025 revenue was $19.161 billion, up from $17.487 billion; diluted EPS was $6.96 versus $4.88.
Revised 2025 diluted EPS guidance is $27.00 to $28.00, up from $25.50 to $27.00 set on July 25, 2025.
Revised 2025 Adjusted EBITDA guidance is $15.250 billion to $15.650 billion, up from $14.700 billion to $15.300 billion.
Quarterly dividend of $0.72 per share is payable December 29, 2025, to holders of record on December 15, 2025.
HCA Healthcare reported second-quarter 2025 revenue of $18.605 billion, up 6.4% from a year earlier, and net income attributable to the company of $1.653 billion, or $6.83 per diluted share, up 23.5%. The company raised its 2025 guidance, with diluted EPS now expected at $25.50 to $27.00, up from $24.05 to $25.85. The Board also declared a $0.72 per share quarterly dividend payable September 30, 2025.
Revenue of $18.605 billion, up 6.4% from $17.492 billion; net income attributable to HCA of $1.653 billion versus $1.461 billion
Adjusted EBITDA of $3.849 billion, up 8.4%; operating cash flow of $4.210 billion versus $1.971 billion a year earlier
Revised 2025 guidance: revenue $74.00 billion to $76.00 billion; net income attributable to HCA $6.11 billion to $6.48 billion; Adjusted EBITDA $14.70 billion to $15.30 billion
Quarterly dividend of $0.72 per share, record date September 16, 2025, payment date September 30, 2025
HCA Healthcare's board appointed John W. Chidsey III as an independent director, effective July 15, 2025, increasing the board from nine to ten members. The filing describes a routine board addition with no financial results, guidance, or compensation figures disclosed for the new director.
Chidsey joins the board effective July 15, 2025; the board expands from nine to ten members.
He will sit on the Audit and Compliance, Compensation, and Patient Safety and Quality of Care committees.
Chidsey was previously global CEO of Subway and CEO of Burger King Holdings, Inc.
He will receive the standard non-management director compensation program described in the April 29, 2025 Form 8-K.
At its April 24, 2025 annual meeting, HCA Healthcare stockholders elected all nine director nominees, approved an amendment adding 13,150,000 shares to the 2020 Stock Incentive Plan, and approved an amendment to the charter allowing officer exculpation under Delaware law. All three stockholder proposals placed before the meeting were rejected, and the Board approved a 2025-2026 director compensation program.
Stock incentive plan amendment adds 13,150,000 shares and extends the plan term to April 24, 2035.
Officer exculpation charter amendment was approved and takes effect April 25, 2025.
Ernst & Young LLP was ratified as auditor for 2025 with 207,353,356 votes for and 20,631,138 against.
Three stockholder proposals on golden parachutes, Patient Safety committee charter, and acquisition strategy were not approved.
HCA Healthcare reported first-quarter 2025 revenue of $18.321 billion, up from $17.339 billion a year earlier, and net income attributable to the company of $1.610 billion, or $6.45 per diluted share, versus $5.93 in the first quarter of 2024. The prior-year quarter included $0.57 per share in facility sale gains, so the earnings comparison is stronger on an adjusted basis. The company reaffirmed its 2025 guidance and declared a $0.72 quarterly dividend.
Revenue $18.321 billion in Q1 2025 vs. $17.339 billion in Q1 2024
Diluted EPS $6.45 vs. $5.93; Q1 2024 included $0.57 per share from facility sale gains
Same facility admissions up 2.6 percent; operating cash flow $1.651 billion vs. $2.469 billion
2025 diluted EPS guidance of $24.05 to $25.85 reaffirmed; $0.72 dividend payable June 30, 2025
HCA Healthcare's Compensation Committee adopted a 2025 Executive Officer Performance Excellence Program, a cash incentive plan weighted 80% on EBITDA targets and 20% on quality metrics. Director Meg G. Crofton also said she will not stand for re-election and will retire from the board at the April 24, 2025 annual meeting. The filing discloses plan structure and targets but no financial results, so it does not change reported earnings.
Executive Officer PEP adopted February 18, 2025; awards weighted 80% EBITDA and 20% quality metrics
Target awards: 175% of base salary for CEO Samuel N. Hazen; 125% for CFO Michael A. Marks and COO Jon M. Foster
Quality portion split: Healthcare-Associated Infections and Sepsis 30%, Complication and Mortality 30%, Care Experience 40%; no quality payment if EBITDA is below 90% of target
Director Meg G. Crofton informed the company on February 19, 2025 that she will retire effective at the April 24, 2025 annual meeting
HCA Inc., a wholly owned subsidiary of HCA Healthcare, completed a public offering of $5.25 billion in senior notes on February 21, 2025, across six tranches maturing between 2028 and 2055. The notes are guaranteed on a senior unsecured basis by HCA Healthcare, and the filing adds $5.25 billion of direct financial obligations to the company's debt.
Six tranches total $5.25 billion: $700 million 5.000% notes due 2028, $300 million floating rate notes due 2028, $750 million 5.250% notes due 2030, $750 million 5.500% notes due 2032, $1.5 billion 5.750% notes due 2035 and $1.25 billion 6.
Interest on the fixed-rate notes is payable semi-annually on March 1 and September 1, starting September 1, 2025
The notes were sold under a shelf registration filed May 1, 2023, with underwriters including BofA Securities, Barclays and J.P. Morgan, under an underwriting agreement dated February 18, 2025
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