HCA Healthcare HCA · USD

NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION We operate in one line of business, which is operating hospitals and related health care entities. We operate in three geographically organized groups: the National, Atlantic and American Groups. At December 31, 2025, the National Group included 53 hospitals located in Alaska, California, Idaho, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia; the Atlantic Group included 63 hospitals located in Florida, Georgia, Northern Kansas, Missouri and South Carolina; and the American Group included 66 hospitals located in Colorado, Central Kansas, Louisiana and Texas. The eight hospitals we operate in England are included in the Corporate and other group.NOTE 13 — SEGMENT AND GEOGRAPHIC INFORMATION (continued)Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests. We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance. Adjusted segment EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. Adjusted segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from adjusted segment EBITDA are significant components in understanding and assessing financial performance. Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

NOTE 8 — DEBT A summary of our debt at December 31, 2025 and December 31, 2024, including related interest rates at December 31, 2025, follows (dollars in millions): 2025 2024 Short-term borrowings: Commercial paper (average life of 18 days, weighted average rate of 4.3%) $ 2,207 $ — Long-term debt: Senior secured term loan facility — 1,238 Other senior secured debt (effective interest rate of 4.6%) 1,021 1,046 Senior unsecured credit facilities — — Senior unsecured notes payable through 2095 (effective interest rate of 5.1%) 43,700 41,116 Debt issuance costs and discounts (436 ) (369 ) Total long-term debt (average life of 11.9 years, rates averaging 5.1%) 44,285 43,031 Total debt 46,492 43,031 Less amounts due within one year 4,889 4,698 $ 41,603 $ 38,333 2025 Financing Activities We issued $5.250 billion aggregate principal amount of senior notes comprised of (i) $700 million aggregate principal amount of 5.000% senior notes due 2028, (ii) $300 million aggregate principal amount of floating rate senior notes due 2028, (iii) $750 million aggregate principal amount of 5.250% senior notes due 2030, (iv) $750 million aggregate principal amount of 5.500% senior notes due 2032, (v) $1.500 billion aggregate principal amount of 5.750% senior notes due 2035 and (vi) $1.250 billion aggregate principal amount of 6.200% senior notes due 2055. We used the net proceeds to repay borrowings under the senior unsecured credit facility and for general corporate purposes.We also issued $3.250 billion aggregate principal amount of senior notes comprised of (i) $500 million aggregate principal amount of 4.300% senior notes due 2030, (ii) $1.000 billion aggregate principal amount of 4.600% senior notes due 2032, (iii) $1.000 billion aggregate principal amount of 4.900% senior notes due 2035 and (iv) $750 million aggregate principal amount of 5.700% senior notes due 2055. We used the net proceeds to repay borrowings under the commercial paper program and for general corporate purposes.We repaid at maturity all $2.600 billion aggregate principal amount of 5.375% senior notes, all $1.400 billion aggregate principal amount of 5.25% senior notes, $291 million aggregate principal amount of 7.69% senior notes and $125 million aggregate principal amount of 7.58% medium-term notes. We also redeemed all $1.500 billion aggregate principal amount of 5.875% senior notes due 2026.

NOTE 4 — INCOME TAXES Effective January 1, 2025, we adopted Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), with a retrospective approach to all prior periods presented. Pretax income including income attributable to noncontrolling interests consists of the following (dollars in millions): 2025 2024 2023 Domestic $ 9,720 $ 8,444 $ 7,621 Foreign 112 79 85 $ 9,832 $ 8,523 $ 7,706 Income taxes paid consist of the following (dollars in millions): 2025 2024 2023 Federal $ 1,466 $ 1,625 $ 1,187 State Florida 98 72 85 All other 157 134 105 Foreign 19 13 9 $ 1,740 $ 1,844 $ 1,386 The provision for income taxes consists of the following (dollars in millions): 2025 2024 2023 Current: Federal $ 1,551 $ 1,202 $ 1,118 State 248 212 213 Foreign 13 20 3 Deferred: Federal 201 394 241 State 31 31 21 Foreign 6 7 19 $ 2,050 $ 1,866 $ 1,615 Our provision for income taxes for the years ended December 31, 2025, 2024 and 2023 included tax benefits of $61 million, $102 million and $93 million, respectively, related to the settlement of employee equity awards. The provision for income taxes reflects a $27 million and $61 million reduction in interest (net of tax) and penalty expense and $36 million of interest expense (net of tax) for the years ended December 31, 2025, 2024 and 2023, respectively. During 2024, we derecognized deferred tax assets and increased our tax provision by $276 million due to an internal restructuring of certain affiliates. NOTE 4 — INCOME TAXES (continued)A reconciliation of the federal statutory rate to the effective income tax rate follows (dollars in millions): 2025 2024 2023 Amount Percent Amount Percent Amount Percent U.S. federal statutory tax rate $ 2,065 21.0 % $ 1,790 21.0 % $ 1,618 21.0 % State and local taxes, net of federal income tax effect (1) 228 2.3 206 2.4 179 2.3 Foreign tax effects (4 ) — 10 0.1 4 0.1 Nontaxable or nondeductible items Noncontrolling interest (210 ) (2.1 ) (188 ) (2.2 ) (178 ) (2.3 ) Share-based payment awards (55 ) (0.6 ) (91 ) (1.1 ) (84 ) (1.1 ) Other nontaxable or nondeductible items 41 0.5 50 0.6 43 0.6 Changes in unrecognized tax benefits (18 ) (0.2 ) (177 ) (2.1 ) 33 0.4 Other Adjustments Internal restructuring of affiliates — — 265 3.2 — — Other adjustments, net 3 — 1 — — — Effective tax rate on income before income taxes $ 2,050 20.9 % $ 1,866 21.9 % $ 1,615 21.

NOTE 2 — SHARE-BASED COMPENSATION Stock Incentive Plans Our stock incentive plans are designed to promote the long-term financial interests and growth of the Company by attracting and retaining management and other personnel, motivating them to achieve long range goals and aligning their interests with those of our stockholders. Stock appreciation right (“SAR”) and restricted share unit (“RSU”) grants vest solely based upon continued employment over a specific period of time, and performance share unit (“PSU”) grants vest based upon both continued employment over a specific period of time and the achievement of predetermined financial targets over a specific period of time. During 2025, the Company’s stockholders approved certain amendments to the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates, including an increase in the number of shares available for issuance under the plan by 13.150 million shares. At December 31, 2025 there were 18.794 million shares available for future grants under the plan. Employee Stock Purchase Plan Our employee stock purchase plan (“ESPP”) provides our participating employees an opportunity to obtain shares of our common stock at a discount (through payroll deductions over three-month periods). At December 31, 2025, 9.119 million shares of common stock were reserved for ESPP issuances. During 2025, 2024 and 2023, the Company recognized $19 million, $18 million and $17 million, respectively, of compensation expense related to the ESPP. SAR, RSU and PSU Activity The fair value of each SAR award is estimated on the grant date, using valuation models and the weighted average assumptions indicated in the following table. Awards under our stock incentive plans generally vest based on continued employment (“Time SARs” and “RSUs”) or based upon continued employment and the achievement of certain financial targets (“PSUs”). PSUs have a three-year cumulative earnings per share target, and the number of PSUs earned can vary from zero (for actual performance less than 85% of target for 2025 grants and 90% of target for 2024 and prior grants) to two times the original PSU grant (for actual performance of 110% or more of target). Each grant is valued as a single award with an expected term equal to the average expected term of the component vesting tranches. The expected term of the share-based award is limited by the contractual term.

NOTE 9 — LEASES We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related assets and obligations at the present value of lease payments over the term. Many of our leases include rental escalation clauses and renewal options that are factored into our determination of lease payments, when appropriate. We do not separate lease and nonlease components of contracts. Generally, we use our estimated incremental borrowing rate to discount the lease payments, as most of our leases do not provide a readily determinable implicit interest rate. The following table presents our lease-related assets and liabilities at December 31, 2025 and 2024 (dollars in millions): Balance Sheet Classification 2025 2024 Assets: Operating leases Right-of-use operating lease assets $ 2,130 $ 2,131 Finance leases Property and equipment 607 646 Total lease assets $ 2,737 $ 2,777 Liabilities: Current: Operating leases Other accrued expenses $ 352 $ 343 Finance leases Short-term borrowings and long-term debt due within one year 133 162 Noncurrent: Operating leases Right-of-use operating lease obligations 1,853 1,863 Finance leases Long-term debt 625 624 Total lease liabilities $ 2,963 $ 2,992 Weighted-average remaining term: Operating leases 11.4 years 11.3 years Finance leases 11.1 years 10.5 years Weighted-average discount rate: Operating leases 5.3 % 5.1 % Finance leases 5.6 % 5.3 % NOTE 9 — LEASES (continued)The following table presents certain information related to expenses for finance and operating leases for the years ended December 31, 2025, 2024 and 2023 (dollars in millions): 2025 2024 2023 Finance lease expense: Depreciation and amortization $ 182 $ 159 $ 164 Interest 41 37 31 Operating leases(1) 516 503 495 Short-term lease expense(1) 317 365 337 Variable lease expense(1) 197 181 162 $ 1,253 $ 1,245 $ 1,189 (1)Expenses are included in “other operating expenses” in our consolidated income statements.

NOTE 3 — ACQUISITIONS AND DISPOSITIONS During 2025, we paid $189 million to acquire two hospital facilities in New Hampshire and Florida and $208 million to acquire nonhospital health care entities. During 2024, we paid $112 million to acquire three hospital facilities in Texas and $154 million to acquire nonhospital health care entities. During 2023, we paid $229 million to acquire four hospital facilities in Texas and $406 million to acquire nonhospital health care entities. Purchase price amounts have been allocated to the related assets acquired and liabilities assumed based upon their respective fair values. The purchase price paid in excess of the fair value of identifiable net assets of these acquired entities aggregated $218 million, $170 million and $362 million in 2025, 2024 and 2023, respectively. The consolidated financial statements include the accounts and operations of the acquired entities subsequent to the respective acquisition dates. The pro forma effects of these acquired entities on our results of operations for periods prior to the respective acquisition dates were not significant. During 2025, we received proceeds of $230 million and recognized a pretax gain of $41 million ($31 million net of tax) related to the sales of two hospital facilities in California and Indiana. We also received proceeds of $39 million and recognized a pretax loss of $4 million ($3 million after tax) related to sales of real estate and other health care entity investments. During 2024, we received proceeds of $295 million and recognized a pretax gain of $189 million ($145 million net of tax) related to the sale of a hospital facility in California. We also received proceeds of $33 million and recognized a pretax loss of $5 million ($4 million after tax) related to sales of real estate and other health care entity investments. In addition, we recognized a pretax loss of $170 million ($130 million after tax) related to a hospital facility in California that we sold in 2025. During 2023, we received proceeds of $162 million for the sale of two hospital facilities in Louisiana. We also received proceeds of $31 million related to sales of real estate and other health care entity investments. We recognized a pretax loss of $5 million for these transactions.

Item 1C. CybersecurityManagement is responsible for the day-to-day handling of risks facing our Company, while the Board of Directors, as a whole and through its committees, oversees risk management, including cybersecurity risks. The Board has delegated certain risk management responsibilities with respect to cybersecurity to our Audit and Compliance Committee. The Audit and Compliance Committee periodically reviews our information technology systems, including cybersecurity processes and procedures regarding cybersecurity threats, data protection and privacy matters, AI, disaster recovery and critical business continuity, and reviews our programs and plans that management has established to monitor compliance with cybersecurity, data protection and privacy compliance programs and test emergency operations preparedness. The Audit and Compliance Committee also receives reports regarding risks associated with our information technology systems and management’s plans for monitoring and testing compliance with cybersecurity, data protection and privacy regulations. The Audit and Compliance Committee meetings take place on a quarterly basis and include a report from our Chief Information Security Officer (“CISO”) regarding our security programs, including (i) the status on activities under way to support our security strategy, (ii) an overview of the current threat landscape, including emerging threats and trends that may affect us, (iii) key performance measures of security operations and (iv) general security program needs. The security program includes cybersecurity and information security risk management. Our senior security leadership team has an average of 20 years of data security experience, and each member has served in multiple roles within our security programs.We seek to leverage a comprehensive risk management program aligned with the National Institute of Standards and Technology Cybersecurity Framework 2.0 that encompasses a structured approach to assess, identify, and manage cyber and information security risks. The internal processes for these activities are evaluated for alignment with our objectives and overall risk tolerance. This approach is consistent with our overall risk management efforts.

NOTE 11 — CAPITAL STOCK The amended and restated certificate of incorporation authorizes the Company to issue up to 1,800,000,000 shares of common stock, and our amended and restated by-laws set the number of directors constituting the board of directors of the Company at not less than three members, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office.On February 6, 2026, the Company entered into an Exchange Agreement with an entity controlled by the Company’s founder, Dr. Thomas F. Frist, Jr. and certain of his affiliates. Under the Exchange Agreement, the Company exchanged 36,629,188 shares of our common stock delivered to the Company for 36,557,141 new shares of our common stock (the “Exchange”). Upon receipt of the exchanged shares, the Company retired and canceled the shares, which ceased to be outstanding and returned to the status of authorized but unissued shares. As a result, the net effect of the Exchange is a decrease of 72,047 shares of our outstanding common stock.Share Repurchase Transactions During January 2026, January 2025, January 2024, January 2023 and January 2022, our Board of Directors authorized share repurchase programs for up to $10 billion, $10 billion, $6 billion, $3 billion and $8 billion, respectively, of the Company’s outstanding common stock. During 2025, we repurchased 26.739 million shares of our common stock at an average price of $374.54 per share through market purchases pursuant to the January 2024 authorization (which was completed during 2025) and the January 2025 authorization. At December 31, 2025, we had $750 million of repurchase authorization available under the January 2025 authorization. During 2024, we repurchased 17.798 million shares of our common stock at an average price of $337.74 per share through market purchases pursuant to the January 2023 authorization (which was completed during 2024) and the January 2024 authorization. During 2023, we repurchased 14.465 million shares of our common stock at an average price of $263.47 per share through market purchases pursuant to the January 2022 authorization (which was completed during 2023) and the January 2023 authorization.