Herc Holdings (NYSE: HRI) SVP uses share withholding for RSU taxes

Rhea-AI Filing Summary

Herc Holdings senior executive handles tax withholding on vested stock units. SVP & Chief HR Officer Christian J. Cunningham reported two automatic share-withholding transactions coded “F,” which indicate shares were retained by the company to cover taxes when restricted stock units vested.

On February 6, 2026, 237 shares of common stock were withheld at $180.31 per share, leaving Cunningham with 57,896 directly owned shares. On February 7, 2026, a further 201 shares were withheld at $180.31 per share, resulting in direct ownership of 57,695 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cunningham Christian J

(Last) (First) (Middle)

C/O HERC HOLDINGS INC.

27500 RIVERVIEW CENTER BLVD.

(Street)

BONITA SPRINGS FL 34134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERC HOLDINGS INC [ HRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		F		237(1)	D	$180.31	57,896	D
Common Stock	02/07/2026		F		201(1)	D	$180.31	57,695	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld for taxes upon vesting of previously granted restricted stock units.

	/s/ S. Wade Sheek by Power of Attorney	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HRI executive Christian J. Cunningham report?

Christian J. Cunningham reported two automatic share-withholding transactions to cover taxes on vested restricted stock units. On February 6 and 7, 2026, Herc Holdings withheld 237 and 201 common shares, respectively, at $180.31 per share, rather than Cunningham selling shares in the market.

How many Herc Holdings (HRI) shares were withheld for taxes in this Form 4?

A total of 438 Herc Holdings common shares were withheld for taxes across two days. The company retained 237 shares on February 6, 2026, and 201 shares on February 7, 2026, all at a price of $180.31 per share upon RSU vesting.

What does transaction code F mean in the HRI Form 4 filing?

Transaction code F identifies shares withheld by the issuer to satisfy tax obligations when equity awards vest. For HRI, the filing notes shares were withheld for taxes upon vesting of previously granted restricted stock units, rather than representing discretionary open-market sales by the executive.

How many Herc Holdings (HRI) shares does Christian J. Cunningham own after these transactions?

After the February 7, 2026 tax-withholding transaction, Christian J. Cunningham directly owned 57,695 Herc Holdings common shares. The balance fell from 57,896 following the prior day’s withholding, reflecting the non-discretionary nature of these tax-related share reductions tied to RSU vesting.

Were the HRI insider transactions open-market sales by the executive?

No, the transactions were not open-market sales. The Form 4 and its footnote explain that shares were withheld by Herc Holdings to cover taxes when previously granted restricted stock units vested, which is a standard administrative process instead of a voluntary share sale.