UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2023 (October 20, 2022)

HCA HEALTHCARE, INC.

(Exact Name of Registrant as Specified in Charter)

(615) 344-9551

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On October 26, 2022, HCA Healthcare, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) announcing the appointment of Jon M. Foster as the Executive Vice President and Chief Operating Officer of the Company (the “Appointment”) effective January 1, 2023 (the “Effective Date”). In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company is filing this Amendment No. 1 to the Original 8-K (this “Amendment No. 1”) to provide information regarding material changes to Mr. Foster’s compensation arrangements as a result of the Appointment (the “Compensation Changes”), which arrangements had not been determined at the time of the filing of the Original 8-K. The Compensation Changes, as described below, were approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors on January 24, 2023.

In connection with the Appointment and beginning on the Effective Date, Mr. Foster’s base salary was increased from $918,596 to $1,000,000. In addition, the Committee determined to grant Mr. Foster a long-term equity incentive award with a total target grant date value of $3,750,000 (the “Equity Grant”), with fifty percent (50%) of the target award in the form of stock appreciation rights which vest over four years and the other fifty percent (50%) of the target award in the form of performance share units which vest upon achievement of a cumulative three year earnings per share goal, in each case, in accordance with the terms and conditions of the award agreements and the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates. The Equity Grant constitutes Mr. Foster’s annual equity award.

Except as expressly set forth herein, this Amendment No. 1 does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Amendment No. 1 supplements the Original 8-K and should be read in conjunction with the Original 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.