Every material Form 8-K HCA Healthcare filed with the SEC in 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 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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every HCA Healthcare filing is on SEC EDGAR ↗. 8-K briefs of other companies →