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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 21, 2025 (February 18, 2025)

HCA Healthcare, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware |  | 001-11239 |  | 27-3865930
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

One Park Plaza, Nashville, Tennessee |  | 37203
(Address of Principal Executive Offices) |  | (Zip Code)

(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:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each Class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $.01 par value per share |  | HCA |  | New York Stock Exchange

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Issuance of $5,250,000,000 aggregate principal amount of senior notes

Overview

On February 21, 2025, HCA Inc. (the “Issuer”), a direct, wholly owned subsidiary of HCA Healthcare, Inc. (the “Parent Guarantor”), completed the public offering of (i) $700,000,000 aggregate principal amount of its 5.000% Senior Notes due 2028 (the “ 2028 Notes”), (ii) $300,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2028 (the “Floating Rate Notes”), (iii) $750,000,000 aggregate principal amount of its 5.250% Senior Notes due 2030 (the “2030 Notes”), (iv) $750,000,000 aggregate principal amount of its 5.500% Senior Notes due 2032 (the “2032 Notes”), (v) $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2035 (the “2035 Notes”) and (vi) $1,250,000,000 aggregate principal amount of its 6.200% Senior Notes due 2055 (the “2055 Notes” and, together with the 2028 Notes, the Floating Rate Notes, the 2030 Notes, the 2032 Notes and the 2035 Notes, the “Notes”), each guaranteed on a senior unsecured basis by the Parent Guarantor. The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Issuer’s and the Parent Guarantor’s shelf registration statement on Form S-3, filed on May 1, 2023 (File No. 333-271537) (the “Registration Statement”), as supplemented by the prospectus supplement dated February 18, 2025, previously filed with the Securities and Exchange Commission under the Securities Act.

On February 21, 2025, the Notes were issued pursuant to an indenture dated as of August 1, 2011 (the “Base Indenture”), among the Issuer, the Parent Guarantor, CSC Delaware Trust Company (formerly known as Delaware Trust Company) (as successor to Law Debenture Trust Company of New York), as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (the “Paying Agent”), as amended and supplemented by, (i) with respect to the 2028 Notes, the Supplemental Indenture No. 44, dated as of February 21, 2025, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2028 Notes Indenture”); (ii) with respect to the Floating Rate Notes, the Supplemental Indenture No. 45, dated as of February 21, 2025, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “Floating Rate Notes Indenture”); (iii) with respect to the 2030 Notes, the Supplemental Indenture No. 46, dated as of February 21, 2025, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2030 Notes Indenture”); (iv) with respect to the 2032 Notes, the Supplemental Indenture No. 47, dated as of February 21, 2025, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2032 Notes Indenture”); (v) with respect to the 2035 Notes, the Supplemental Indenture No. 48, dated as of February 21, 2025, among the Issuer,

the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2035 Notes Indenture”); and (vi) with respect to the 2055 Notes, the Supplemental Indenture No. 49, dated as of February 21, 2025, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2055 Notes Indenture” and, together with the 2028 Notes Indenture, the Floating Rate Notes Indenture, the 2030 Notes Indenture, the 2032 Notes Indenture and the 2035 Notes Indenture, the “Indentures”).

The following is a brief description of the terms of the Notes and the Indentures.

Maturity and Interest Payment Dates

The 2028 Notes will mature on March 1, 2028, the Floating Rate Notes will mature on March 1, 2028, the 2030 Notes will mature on March 1, 2030, the 2032 Notes will mature on March 1, 2032, the 2035 Notes will mature on March 1, 2035 and the 2055 Notes will mature on March 1, 2055. Interest on the 2028 Notes, the 2030 Notes, the 2032 Notes, the 2035 Notes and the 2055 Notes will be payable semi-annually, on March 1 and September 1 of each year, commencing on September 1, 2025, to holders of record on the preceding February 15 or August 15, as the case may be. Interest on the Floating Rate Notes will be payable quarterly, on March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2025, to holders of record on the preceding February 15, May 15, August 15 or November 15, as the case may be.

Ranking

The Notes are the Issuer’s senior unsecured obligations and: (i) rank senior in right of payment to any of its existing and future subordinated indebtedness, (ii) rank equally in right of payment with any of its existing and future senior indebtedness, (iii) are effectively subordinated in right of payment to any of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of its subsidiaries.

Guarantees

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor.

Covenants

The Indentures contain covenants limiting (i) the Issuer’s and certain of its subsidiaries’ ability to (x) create liens on certain assets to secure debt and (y) engage in certain sale and lease-back transactions and (ii) the Parent Guarantor’s and the Issuer’s ability to consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. These covenants are subject to a number of important limitations and exceptions.

Optional Redemption

The Indentures permit the Issuer to redeem some or all of the 2028 Notes, the 2030 Notes, the 2032 Notes, the 2035 Notes and the 2055 Notes at any time at the redemption prices set forth in the Indentures. The Issuer is not permitted to redeem any of the Floating Rate Notes prior to the maturity date.

Change of Control

Upon the occurrence of both a qualifying ratings downgrade and certain changes of control, each holder of the Notes has the right to require the Issuer to repurchase some or all of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

Events of Default

The Indentures also provide for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The foregoing descriptions of the Notes and the Indentures (including the form of the Notes) are qualified in their entirety by the terms of such agreements, which are incorporated herein by reference and attached hereto as Exhibits 4.1 through 4.13.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On February 18, 2025, the Parent Guarantor and the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named therein, for the issuance and sale by the Issuer of the Notes.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. |  | Description
1.1 |  | Underwriting Agreement, dated as of February 18, 2025, among HCA Inc., HCA Healthcare, Inc., and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the other several underwriters named therein
4.1 |  | Indenture dated as of August 1, 2011, among HCA Inc., the guarantors named on Schedule I thereto, CSC Delaware Trust Company (formerly known as Delaware Trust Company) (as successor to Law Debenture Trust Company of New York), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Registrant’s Registration Statement on Form S-3 (File No. 333-226709) and incorporated herein by reference)
4.2 |  | Supplemental Indenture No. 44, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent
4.3 |  | Supplemental Indenture No. 45, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent
4.4 |  | Supplemental Indenture No. 46, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent
4.5 |  | Supplemental Indenture No. 47, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent
4.6 |  | Supplemental Indenture No. 48, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent

4.7 |  | Supplemental Indenture No. 49, dated as of February 21, 2025, among HCA Inc., HCA Healthcare, Inc., CSC Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent
4.8 |  | Form of Global Note representing the 2028 Notes (included in Exhibit 4.2)
4.9 |  | Form of Global Note representing the Floating Rate Notes (included in Exhibit 4.3)
4.10 |  | Form of Global Note representing the 2030 Notes (included in Exhibit 4.4)
4.11 |  | Form of Global Note representing the 2032 Notes (included in Exhibit 4.5)
4.12 |  | Form of Global Note representing the 2035 Notes (included in Exhibit 4.6)
4.13 |  | Form of Global Note representing the 2055 Notes (included in Exhibit 4.7)
5.1 |  | Opinion of Cleary Gottlieb Steen & Hamilton LLP
23.1 |  | Consent of Cleary Gottlieb Steen & Hamilton (included in Exhibit 5.1)
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

HCA HEALTHCARE, INC. (Registrant)
By: |  | /s/ John M. Franck II
|  | John M. Franck II
|  | Vice President – Legal and Corporate Secretary

Date: February 21, 2025