HCA Healthcare, Inc.

(a) On February 6, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”), between the Company and Frisco, Inc., a Delaware corporation (the predecessor to Frisco Holding II (“Frisco”), a Delaware partnership), an entity controlled by the Company’s founder Dr. Thomas F. Frist, Jr. (“Dr. Frist”) and certain affiliates of Dr. Frist (collectively, the “Frist Entities”), pursuant to which the Company exchanged 36,629,188 shares of our common stock (the “Exchanged Shares”) delivered by Frisco to the Company for 36,557,141 new shares of our common stock issued by the Company to Frisco (the “New Shares” and such exchange, the “Exchange”). The Exchange, together with the Conversion (as defined below), constituted a tax-free reorganization for U.S. federal income tax purposes that will facilitate, among other things, certain estate and charitable planning objectives of the Frist Entities. Upon receipt of the Exchanged Shares, the Company retired and canceled the Exchanged Shares and the Exchanged Shares ceased to be outstanding and returned to the status of authorized but unissued shares. As a result, the net effect of the Exchange on the Company is a decrease of 72,047 shares of our outstanding common stock.

Prior to the Exchange, 36,629,188 shares of our common stock were distributed to Frisco in kind by Hercules Holding II (“Hercules”), a Delaware partnership, pro rata and for no additional consideration in accordance with Frisco’s percentage interest in Hercules, as a result of which Frisco became a direct stockholder of the Company. Following completion of the Exchange, Frisco, Inc. converted into a partnership (the “Conversion”). The New Shares were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the Exchange, each of the Stockholders’ Agreement, dated as of March 9, 2011, by and among the Company, Hercules Holding II, LLC and the other signatories thereto (as amended), the Registration Rights Agreement, dated as of November 22, 2010, by and among HCA Holdings, Inc., Hercules Holding II, LLC and certain other parties thereto, and the Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, by and between HCA Inc. and certain other parties thereto, were amended and restated (such amended and restated agreements, the “Amended and Restated Stockholders’ Agreement”, the “Amended and Restated Registration Rights Agreement” and the “Amended and Restated Indemnification Priority and Information Sharing Agreement”, respectively) to provide for certain ministerial amendments in connection with the Exchange. In addition, the Amended and Restated Stockholders’ Agreement includes certain restrictions on sales by Frisco and its permitted transferees, that apply from the date of the Exchange until the earlier of (i) the date on which Frisco and its permitted transferees are eligible to sell the New Shares under the non-affiliate conditions of Rule 144(b)(1) under the Securities Act or (ii) six years from the date of the Exchange.

(b) During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.