Herc Holdings (NYSE: HRI) CFO reports 114-share tax withholding on RSU vesting

Rhea-AI Filing Summary

Herc Holdings SVP & Chief Financial Officer Mark Humphrey reported a small, routine share disposition linked to taxes rather than an open‑market trade. On the vesting of previously granted restricted stock units, 114 shares of common stock were withheld on March 13, 2026 at $108.91 per share to cover tax obligations. After this tax-withholding event, he directly held 33,908 shares of Herc Holdings common stock. This type of Form 4 entry reflects compensation and tax mechanics, not a discretionary buy or sell decision.

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)
03/13/2026

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	03/13/2026		F		114(1)	D	$108.91	33,908	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	03/17/2026
	** 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 CFO Mark Humphrey report on this Form 4?

Mark Humphrey reported a tax-related share disposition rather than an open-market trade. 114 shares of Herc Holdings common stock were withheld to satisfy taxes due upon vesting of previously granted restricted stock units.

How many HRI shares were withheld for taxes in Mark Humphrey’s filing?

The Form 4 shows 114 shares of Herc Holdings common stock were withheld. These shares covered the tax liability triggered when previously granted restricted stock units vested, as described in the attached footnote.

At what price were the HRI shares valued for the tax withholding in this Form 4?

The withheld shares were valued at $108.91 per share. This price is used to calculate the value of the 114 shares withheld to cover the tax liability related to the vesting of restricted stock units.

How many HRI shares does CFO Mark Humphrey hold after this tax-withholding transaction?

After the tax-withholding disposition, Mark Humphrey directly held 33,908 shares of Herc Holdings common stock. This figure represents his direct ownership position following the withholding of 114 shares to cover tax obligations.

Was the HRI Form 4 transaction an open-market sale by the CFO?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to pay taxes when restricted stock units vested, as noted in the filing’s footnote, rather than sold at the CFO’s discretion.