HCA Healthcare, Inc. Stock Compensation Disclosure

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. We use historical exercise behavior data and other factors to estimate the expected term of the SARs.

NOTE 2 — SHARE-BASED COMPENSATION (continued)

SAR, RSU and PSU Activity (continued)

Compensation cost is recognized on the straight-line attribution method. The straight-line attribution method requires that total compensation expense recognized must at least equal the vested portion of the grant-date fair value. The expected volatility is derived using historical stock price information for our common stock and the volatility implied by the trading of options to purchase our stock on open-market exchanges. The risk-free interest rate is the approximate yield on United States Treasury Strips having a life equal to the expected share-based award life on the date of grant. The expected life is an estimate of the number of years a share-based award will be held before it is exercised. The expected dividend yield is estimated based on the assumption that the dividend yield at date of grant will be maintained over the expected life of the grant.

The weighted average fair values of SARs granted during 2025, 2024 and 2023 were $114.39, $102.65 and $87.47 per share, respectively. The intrinsic values of SARs exercised during 2025, 2024 and 2023 were $226 million, $257 million and $207 million, respectively. As of December 31, 2025, the unrecognized compensation cost related to nonvested SARs was $47 million.

NOTE 2 — SHARE-BASED COMPENSATION (continued)

SAR, RSU and PSU Activity (continued)

The fair values of RSUs and PSUs that vested during 2025, 2024 and 2023 were $238 million, $539 million and $550 million, respectively. As of December 31, 2025, the unrecognized compensation cost related to RSUs and PSUs was $387 million.