Herc Holdings (NYSE: HRI) CFO granted RSUs and PSUs, withholds shares for taxes

Rhea-AI Filing Summary

Herc Holdings SVP & CFO Mark Humphrey reported multiple equity awards and related tax withholdings in common stock. On February 3, 2026, he received 4,707 restricted stock units, vesting one‑third on February 3 of 2027, 2028 and 2029.

He also earned 2,221 performance stock units tied to the company’s 2018 Omnibus Plan, which will convert into shares at the end of 3‑year performance periods ending in February 2027 and February 2028. In addition, 2,465 shares were issued upon vesting of previously granted performance stock units.

To cover taxes on these vestings, 1,190 shares were withheld at a price of $154.03 per share. After these grants, issuances and tax withholdings, Humphrey directly owned 34,365 shares of Herc Holdings common stock.

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^*

Humphrey Mark

(Last) (First) (Middle)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A		4,707(1)	A	$0	30,869	D
Common Stock	02/03/2026		A		2,221(2)	A	$0	33,090	D
Common Stock	02/03/2026		A		1,168(3)	A	$0	34,258	D
Common Stock	02/03/2026		A		1,297(3)	A	$0	35,555	D
Common Stock	02/03/2026		F		460(4)	D	$154.03	35,095	D
Common Stock	02/03/2026		F		472(4)	D	$154.03	34,623	D
Common Stock	02/03/2026		F		258(5)	D	$154.03	34,365	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. Award of restricted stock units ("RSUs"), each of which represents the right to receive one share of the Issuer's common stock on the applicable vesting date (one-third of the RSUs will vest on February 3 of each of 2027, 2028 and 2029), subject to the terms and conditions of the applicable RSU agreement.

2. Represents performance stock units ("PSUs") earned, but not vested, pursuant to outstanding performance stock unit awards granted under the 2018 Herc Holdings Omnibus Plan. The number of PSUs earned was determined based on the achievement of the performance metrics established by the Compensation Committee for the applicable annual measurement period. The earned PSUs will vest and convert into shares of common stock at the end of the applicable 3-year performance period, which is February 2027 for 1,207 shares and February 2028 for 1,014 shares.

3. Shares issued related to performance stock units for which the three-year performance period has ended and performance has been certified.

4. Shares withheld for taxes upon vesting of performance stock units, for which performance was previously certified.

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

	/s/ S. Wade Sheek by Power of Attorney	02/05/2026
	** 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 did HRI CFO Mark Humphrey report in this Form 4 filing?

Herc Holdings SVP & CFO Mark Humphrey reported equity compensation activity, including new restricted stock units, earned performance stock units, share issuances from vested awards, and shares withheld to pay taxes, all settled in Herc Holdings common stock on February 3, 2026.

How many restricted stock units did HRI grant to its CFO?

Herc Holdings granted CFO Mark Humphrey 4,707 restricted stock units. Each RSU represents one share of common stock, with one‑third scheduled to vest on February 3 of 2027, 2028 and 2029, subject to the applicable RSU agreement terms and conditions.

What performance stock units did the HRI CFO earn in this report?

Mark Humphrey earned 2,221 performance stock units under the 2018 Herc Holdings Omnibus Plan. These PSUs were based on achievement of Compensation Committee performance metrics and will vest and convert into shares after 3‑year performance periods ending in February 2027 and February 2028.

Why were HRI shares withheld in the CFO’s Form 4 filing?

Shares were withheld to satisfy tax obligations upon vesting of equity awards. Specifically, 460 and 472 shares were withheld for taxes on vested performance stock units, and 258 shares were withheld for taxes on vested restricted stock units, all at $154.03 per share.

How many HRI shares did the CFO own after these transactions?

After all reported grants, issuances and tax withholdings on February 3, 2026, CFO Mark Humphrey directly held 34,365 shares of Herc Holdings common stock, as disclosed in the Form 4’s beneficial ownership column for the final reported transaction.

How are the HRI CFO’s new RSUs scheduled to vest?

The 4,707 restricted stock units granted to Mark Humphrey vest in three equal installments. One‑third of the RSUs will vest on February 3 of 2027, 2028 and 2029, subject to the terms and conditions of the applicable RSU agreement.