HCA 8-K
HCA Healthcare, Inc. (HCA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 8.01 | Other Events |
On October 27, 2025, HCA Healthcare, Inc. (the “Registrant”) issued a press release (the “Press Release”) announcing the commencement of its proposed public offering by HCA Inc. (the “Issuer”), a direct, wholly owned subsidiary of the Registrant, of senior unsecured notes (the “Offering”). The text of the Press Release is set forth as Exhibit 99.1 and is incorporated herein by reference.
On October 27, 2025, the Issuer provided notice of its election to redeem all $1.500 billion of its 5.875% senior notes due 2026 (the “Redeemed Notes”). The Redeemed Notes will be redeemed on November 26, 2025 (the “Redemption Date”), conditioned upon the receipt prior to the Redemption Date by the Issuer of the net proceeds from the Offering. The redemption of the Redeemed Notes is being made pursuant to a separately issued notice of redemption. This Current Report on Form 8-K does not constitute a notice of redemption of the Redeemed Notes.
Forward-Looking Statements
Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the Registrant assumes no obligation to update the information included in this report. Such forward-looking statements include the expected use of proceeds from the offering. These statements often include words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about the Registrant’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Registrant’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance or occurrence of events and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although the Registrant believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, results may prove to be materially different from the expectations expressed or implied by such forward-looking statements. More information about potential risks and uncertainties that could affect the Registrant’s business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in the Annual Report on Form 10-K filed by the Registrant with the Securities and Exchange Commission on February 14, 2025 and its other filings with the Securities and Exchange Commission. Unless otherwise required by law, the Registrant also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this report.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit 99.1 | Press Release, dated October 27, 2025 | |
| Exhibit 104 | Cover Page Interactive Data File (embeded 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: October 27, 2025
Exhibit 99.1
| FOR IMMEDIATE RELEASE | ||||||
| INVESTOR CONTACT: | MEDIA CONTACT: | |||||
| Frank Morgan | Harlow Sumerford | |||||
| 615-344-2688 | 615-344-1851 | |||||
HCA ANNOUNCES PROPOSED PUBLIC OFFERING OF SENIOR NOTES
NASHVILLE, Tenn., October 27, 2025 – HCA Healthcare, Inc. (NYSE: HCA) today announced that its wholly owned subsidiary, HCA Inc., proposes to offer senior notes, subject to market and other considerations. Actual terms of the senior notes, including maturity, interest rate and principal amount, will depend on market conditions at the time of pricing. HCA Inc. intends to use the net proceeds from this offering for general corporate purposes, which may include the repayment of outstanding borrowings under its $4.000 billion commercial paper program (which may be reborrowed from time to time), and may use a portion of the net proceeds from this offering for the redemption of all or a portion of the $1.500 billion outstanding aggregate principal amount of its 5.875% senior notes due 2026.
J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC are acting as the joint book-running managers for the offering.
The offering of the senior notes is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The offering is being made only by means of a preliminary prospectus supplement and the accompanying prospectus, copies of which may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected] and [email protected]; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: 1-800-831-9146 or by email: [email protected]; Mizuho Securities USA LLC, Attn: Debt Capital Markets, 1271 Avenue of the Americas, New York, New York 10020, or by calling toll-free at 1-866-271-7403; or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, by email: [email protected] or by telephone (toll-free): 1-800-645-3751.
You may also visit www.sec.gov to obtain an electronic copy of the related preliminary prospectus supplement and the accompanying prospectus.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the senior notes or any other security or a notice of redemption of any 5.875% senior notes due 2026 and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any notice of redemption of the 5.875% senior notes due 2026 will be made pursuant to a separately issued notice of redemption.
FORWARD-LOOKING STATEMENTS
Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release and HCA assumes no obligation to update the information included in this press release. Such forward-looking statements include the expected use of proceeds from the offering. These statements often include words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “initiative” or “continue.” These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about HCA’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond HCA’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance or occurrence of events and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although HCA believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. More information about potential risks and uncertainties that could affect the Company’s business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in the Annual Report on Form 10-K filed by the Company with the SEC on February 14, 2025 and our other filings with the Securities and Exchange Commission. Unless otherwise required by law, HCA also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.
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All references to the “Company” and “HCA” as used throughout this press release refer to HCA Healthcare, Inc.
and its affiliates.