Herc Holdings (NYSE: HRI) to issue private notes and redeem $1,200 million 2027 bonds

Rhea-AI Filing Summary

Herc Holdings Inc. announced a proposed private offering of senior unsecured notes that will be guaranteed on a senior unsecured basis, subject to limited exceptions, by its current and future domestic subsidiaries, including Herc Rentals Inc. The notes will be offered to qualified investors under Rule 144A and Regulation S and will not be registered under the Securities Act.

Following this offering, the company expects to redeem all $1,200 million in aggregate principal amount of its 5.50% Senior Notes due 2027 and pay related fees and expenses, effectively refinancing a large portion of its outstanding debt. In connection with the proposed notes offering and its June 2, 2025 acquisition of H&E Equipment Services, Inc., Herc prepared updated unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 and 2024 to show how the combined business would have looked over those periods.

Insights

Corporate finance and capital structure analyst

Herc plans a private notes deal to refinance $1,200 million of 2027 debt.

Herc Holdings Inc. intends to issue new senior unsecured notes in a private transaction, guaranteed by key domestic subsidiaries. The company states that, after this proposed offering, it expects to redeem all $1,200 million aggregate principal amount of its 5.50% Senior Notes due 2027 and cover related fees and expenses, indicating a targeted refinancing of a large existing bond maturity.

Because the new notes are offered under Rule 144A and Regulation S and will not be registered under the Securities Act, access is limited to qualified institutional and non‑U.S. investors, a common structure for sizable corporate debt offerings. The filing does not detail the new notes’ interest rate or maturity, so any impact on future interest expense, cash flows, or leverage cannot be assessed from this excerpt alone.

Herc also provides updated unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 and September 30, 2024, reflecting its acquisition of H&E Equipment Services, Inc. on June 2, 2025. These pro forma results help illustrate how the enlarged rental platform might have performed historically on a combined basis, which can inform evaluations of scale, margins, and the relevance of the planned refinancing to the integrated business.

HERC HOLDINGS INC false 0001364479 0001364479 2025-12-02 2025-12-02

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): December 2, 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)		(IRS 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 each 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. ☐

ITEM 8.01 OTHER EVENTS.

(a) Private Offering Press Release

On December 2, 2025, Herc Holdings Inc. (the “Company”) issued a press release announcing a proposed private offering of senior unsecured notes guaranteed on a senior unsecured basis, subject to limited exceptions, by the Company’s current and future domestic subsidiaries, including Herc Rentals Inc. (the “Offering”). A copy of the press release is attached hereto as Exhibit 99.1.

Following the Offering, the Company expects to redeem all $1,200 million in aggregate principal amount of the Company’s 5.50% Senior Notes due 2027 and to pay related fees and expenses.

The notes will be offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

(b) Pro Forma Financial Information

In connection with the proposed Offering, the Company has prepared updated unaudited pro forma combined financial information of the Company and H&E Equipment Services, Inc. (“H&E”), a Delaware corporation which the Company acquired on June 2, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, the nine months ended September 30, 2025 and September 30, 2024 are attached hereto as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of Herc Holdings Inc. dated December 2, 2025 announcing proposed private offering of senior unsecured notes.
99.2		Unaudited pro forma condensed combined financial information of the Company and H&E for the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, the nine months ended September 30, 2025 and September 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Mark Humphrey
Name:		Mark Humphrey
Title:		Senior Vice President and Chief Financial Officer

Date: December 2, 2025

FAQ

What did Herc Holdings Inc. (HRI) announce in this 8-K?

Herc Holdings Inc. announced a proposed private offering of senior unsecured notes that will be guaranteed by its current and future domestic subsidiaries, subject to limited exceptions, and it provided updated unaudited pro forma combined financial information related to its acquisition of H&E Equipment Services, Inc.

How does Herc Holdings Inc. plan to use proceeds from the proposed notes offering?

Following the proposed offering, Herc Holdings Inc. expects to redeem all $1,200 million in aggregate principal amount of its 5.50% Senior Notes due 2027 and to pay related fees and expenses.

What type of securities is Herc Holdings Inc. offering and how will they be sold?

Herc Holdings Inc. plans to offer senior unsecured notes in a private transaction, with the notes offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, meaning they will not be registered and may be sold only under applicable exemptions.

What pro forma financial information did Herc Holdings Inc. provide related to H&E Equipment Services?

Herc Holdings Inc. prepared updated unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025 and September 30, 2024 to reflect its June 2, 2025 acquisition of H&E Equipment Services, Inc.

Is the Herc Holdings Inc. private notes offering registered with the SEC?

No. The senior unsecured notes will be offered and sold under Rule 144A and Regulation S and will not be registered under the Securities Act of 1933, so they cannot be offered or sold in the United States without registration or an applicable exemption.

Which subsidiaries will guarantee Herc Holdings Inc.’s new senior unsecured notes?

The senior unsecured notes will be guaranteed on a senior unsecured basis, subject to limited exceptions, by Herc Holdings Inc.’s current and future domestic subsidiaries, including Herc Rentals Inc.