Herc Holdings (HRI) director granted 1,035 phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Shannon Patrick S reported acquisition or exercise transactions in this Form 4 filing.

Herc Holdings director Shannon Patrick S received a grant of 1,035 shares of phantom stock, each economically equivalent to one share of common stock. This award brings his total phantom stock holdings to 1,355 shares. The phantom stock will be distributed in common shares after he leaves the board, provided that occurs on or after the company’s 2027 annual meeting of stockholders or earlier following a change of control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shannon Patrick S

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,035	$0.00	--

Holdings After Transaction: Phantom Stock — 1,355 shares (Direct, null)

Footnotes (1)

Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. The value of the phantom stock credited to the Reporting Person's account shall be distributed in shares of common stock following the date the Reporting Person ceases to be a member of the Issuer's Board of Directors, provided that the event occurs on or after the date of the Issuer's 2027 annual meeting of stockholders (or, if earlier following a change of control). The phantom stock reported in this column includes previously reported phantom stock with different conditions for distribution.

Key Figures

Phantom stock granted: 1,035 units Total phantom stock after grant: 1,355 units Economic equivalence: 1 unit = 1 common share +1 more

4 metrics

Phantom stock granted 1,035 units Grant to director on 2026-05-14

Total phantom stock after grant 1,355 units Holdings following transaction

Economic equivalence 1 unit = 1 common share Phantom stock economic value

Distribution trigger After 2027 annual meeting or change of control Timing for common stock distribution

Key Terms

Phantom Stock, change of control, annual meeting of stockholders

3 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

change of control financial

"or, if earlier following a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

annual meeting of stockholders financial

"on or after the date of the Issuer's 2027 annual meeting of stockholders"

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:22 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Shannon Patrick S

(Last)

(First)

(Middle)

C/O HERC HOLDINGS INC.

27500 RIVERVIEW CENTER BLVD

(Street)

BONITA SPRINGS

FLORIDA

34134

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	05/14/2026		A		1,035		⁽²⁾	⁽²⁾	Common Stock	1,035	$0	1,355⁽³⁾	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock.

2. The value of the phantom stock credited to the Reporting Person's account shall be distributed in shares of common stock following the date the Reporting Person ceases to be a member of the Issuer's Board of Directors, provided that the event occurs on or after the date of the Issuer's 2027 annual meeting of stockholders (or, if earlier following a change of control).

3. The phantom stock reported in this column includes previously reported phantom stock with different conditions for distribution.

	/s/ S. Wade Sheek by Power of Attorney	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Herc Holdings (HRI) report for Shannon Patrick S?

Herc Holdings reported that director Shannon Patrick S received a grant of 1,035 shares of phantom stock. This is a compensation-related award rather than an open-market trade, increasing his total phantom stock holdings to 1,355 shares after the transaction.

What is the nature of the phantom stock granted at Herc Holdings (HRI)?

Each phantom stock unit granted to the director is economically equivalent to one share of Herc Holdings common stock. The value tracks common shares, but actual common stock will only be delivered later, based on the plan’s distribution conditions in the filing.

When will the Herc Holdings (HRI) phantom stock be distributed to the director?

The phantom stock value will be distributed in shares of common stock after Shannon Patrick S ceases to be a board member. This is only allowed if that event occurs on or after the 2027 annual meeting or earlier following a change of control.

How many phantom stock units does the Herc Holdings (HRI) director hold after this grant?

After receiving 1,035 phantom stock units, the director’s total phantom stock holdings are 1,355 units. This total includes previously reported phantom stock that may have different distribution conditions, as noted in the filing footnotes.

Is the Herc Holdings (HRI) phantom stock grant an open-market purchase or sale?

The phantom stock transaction is a grant or award, not an open-market purchase or sale. It reflects equity-based compensation granted to the director, with no cash changing hands in a market trade at the time of the reported transaction.