[8-K] HERC HOLDINGS INC Reports Material Event

Rhea-AI Filing Summary

Herc Holdings Inc. (HRI) announced leadership and board changes. The Board elected Aaron Birnbaum, currently Chief Operating Officer, to become President effective January 1, 2026, while he continues in his existing operating role. Current President and CEO Larry Silber will remain Chief Executive Officer after that date.

Birnbaum will receive an initial annual base salary of $775,000, a target annual cash bonus opportunity equal to 100% of base salary, and an equity award valued at $2,000,000 in the first quarter of 2026 under the 2018 Omnibus Incentive Plan. The Board also elected Patrick S. Shannon and John A. Olin as independent directors, effective January 1, 2026, and appointed them to the Audit Committee. They will receive prorated non-employee director cash and equity compensation and will each enter into the Company’s standard indemnification agreement for directors.

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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): November 24, 2025

HERC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33139

20-3530539

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

27500 Riverview Center Blvd.

Bonita Springs, Florida 34134

(Address of principal executive offices and zip code)

(239) 301-1000

(Registrant's telephone number,

including area code)

N/A

(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 exchange on which registered

Common Stock, par value $0.01 per share

HRI

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.  ☐

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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2025, the Board of Directors (the “Board”) of Herc Holdings Inc. (the “Company”) elected Aaron Birnbaum, age 59, to serve as the Company’s President, effective January 1, 2026. Mr. Birnbaum has served as the Company’s Chief Operating Officer since 2020. As President, Mr. Birnbaum will retain his current responsibilities.

Larry Silber, the Company’s current President and Chief Executive Officer, will continue to serve as the Company’s Chief Executive Officer after January 1, 2026.

Mr. Birnbaum will receive an initial annual base salary of $775,000 and will be eligible for a target annual incentive cash bonus opportunity equal to 100% of his base salary. Mr. Birnbaum also will be eligible for long-term equity incentives under the Company’s 2018 Omnibus Incentive Plan and will receive an equity award valued at $2,000,000 on the same terms provided to the Company’s other executive officers in the first quarter of 2026.

On November 19, 2025, the Board elected Patrick S. Shannon and John A. Olin to serve as directors on the Board, effective as of January 1, 2026. Mr. Shannon is the former Senior Vice President and Chief Financial Officer of Allegion plc, and Mr. Olin is the Executive Vice President and Chief Financial Officer of Westinghouse Air Brake Technologies Corporation.

The Board has determined that Mr. Shannon and Mr. Olin are independent directors under the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines.

Mr. Shannon and Mr. Olin will serve as members of the Audit Committee.

Mr. Shannon and Mr. Olin will participate in the non-employee director compensation program, as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2025, with their annual cash retainer and equity award prorated for their initial term of service. In addition, Mr. Shannon and Mr. Olin will each enter into an Indemnification Agreement with the Company, which contains substantially the same provisions as the indemnification agreements previously entered into with each of the Company’s existing directors, as described in the Company’s 2025 definitive proxy statement.

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SIGNATURE

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.

			HERC HOLDINGS INC.
			(Registrant)
			By:			/s/ S. Wade Sheek
			Name:			S. Wade Sheek
			Title:			Senior Vice President, Chief Legal Officer and Secretary

Date:  November 24, 2025

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FAQ

What executive leadership change did Herc Holdings Inc. (HRI) announce?

Herc Holdings Inc. announced that its Chief Operating Officer, Aaron Birnbaum, has been elected President effective January 1, 2026. He will retain his current responsibilities as COO while taking on the President title.

Will Larry Silber remain CEO of Herc Holdings Inc. after the changes?

Yes. Larry Silber, currently President and Chief Executive Officer, will continue to serve as Chief Executive Officer of Herc Holdings Inc. after January 1, 2026, when the President role transitions to Aaron Birnbaum.

What are the key compensation terms for Aaron Birnbaum as President of HRI?

Aaron Birnbaum will have an initial annual base salary of $775,000, a target annual incentive cash bonus opportunity equal to 100% of his base salary, and a long-term equity award valued at $2,000,000 in the first quarter of 2026 under the 2018 Omnibus Incentive Plan.

Who are the new directors joining the Herc Holdings Inc. (HRI) Board?

The Board elected Patrick S. Shannon, former Senior Vice President and Chief Financial Officer of Allegion plc, and John A. Olin, Executive Vice President and Chief Financial Officer of Westinghouse Air Brake Technologies Corporation, as directors effective January 1, 2026.

Are the new Herc Holdings (HRI) directors considered independent?

Yes. The Board determined that Patrick S. Shannon and John A. Olin are independent directors under New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.

What committee assignments will the new HRI directors receive?

Patrick S. Shannon and John A. Olin will both serve as members of the Company’s Audit Committee after they join the Board on January 1, 2026.

How will the new Herc Holdings directors be compensated?

Mr. Shannon and Mr. Olin will participate in the Company’s non-employee director compensation program, receiving a prorated annual cash retainer and equity award for their initial term, and each will enter into the Company’s standard Indemnification Agreement for directors.