Herc director granted 1,035 phantom stock units

SACHDEV RAKESH reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SACHDEV RAKESH reported acquisition or exercise transactions in this Form 4 filing.

Herc Holdings director Rakesh Sachdev received a grant of 1,035 phantom stock units. These units are the economic equivalent of 1,035 shares of Herc Holdings common stock and increase his phantom stock balance to 5,523 units held directly.

The value of this phantom stock will be settled in shares of common stock after he ceases to be a board member, provided that happens on or after the company’s 2027 annual meeting of stockholders, or earlier following a change of control. The reported balance also includes previously granted phantom stock with different distribution conditions. This is a routine, compensation-related award rather than an open-market share purchase or sale.

Insider Trade Summary

Grant/Award: 1,035 shares

Grant/Award 1 txn

Insider SACHDEV RAKESH

Role Director

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

Holdings After Transaction: Phantom Stock — 5,523 contracts (Direct)

Footnotes (3)

1. F1. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock.
2. F2. 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. F3. The phantom stock reported in this column includes previously reported phantom stock with different conditions for distribution.

Key Figures

Phantom stock units granted: 1,035 units Total phantom stock after grant: 5,523 units Economic equivalence: 1 unit = 1 share +1 more

4 metrics

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

Total phantom stock after grant 5,523 units Director’s phantom stock balance following the transaction

Economic equivalence 1 unit = 1 share Each phantom stock unit equals one share of common stock economically

Earliest standard distribution reference 2027 annual meeting Payout in shares after board service ends, subject to this timing or earlier change of control

Key Terms

Phantom Stock, economic equivalent, change of control, Board of Directors

4 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.

economic equivalent financial

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

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.

Board of Directors financial

"following the date the Reporting Person ceases to be a member of the Issuer's Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Herc Holdings (HRI) report for Rakesh Sachdev?

Herc Holdings reported a compensation-related award to director Rakesh Sachdev. He received 1,035 phantom stock units, bringing his total phantom stock holdings to 5,523 units, all tied economically to the company’s common stock and payable in shares at a future separation event.

What is phantom stock in the Herc Holdings (HRI) Form 4 filing?

Phantom stock is a deferred equity-based compensation vehicle. Each phantom stock unit is the economic equivalent of one share of Herc Holdings common stock and will be settled in actual shares after the director leaves the board, subject to specified timing and change-of-control conditions.

How many Herc Holdings (HRI) phantom stock units does Rakesh Sachdev hold after this transaction?

After the latest grant, Rakesh Sachdev holds 5,523 phantom stock units. The new award of 1,035 units is added to previously reported phantom stock with different distribution conditions, all directly tied to Herc Holdings common stock value for future settlement.

When will the Herc Holdings (HRI) phantom stock granted to Rakesh Sachdev be paid out?

The phantom stock will be distributed in shares of common stock at separation. Distribution occurs after he ceases to be a board member, provided this happens on or after the 2027 annual meeting of stockholders, or earlier upon a qualifying change of control event.

Does the Herc Holdings (HRI) Form 4 show an open-market buy or sell by Rakesh Sachdev?

No, the Form 4 reflects a grant of phantom stock, not market trading. The transaction is coded as an acquisition (grant/award) of 1,035 phantom stock units, representing routine director compensation, with no open-market purchase or sale of common shares disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:21 PM Learn about SEC filing dates

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^*

SACHDEV RAKESH

(Last) (First) (Middle)

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)
			Code	V	Amount	(A) or (D)	Price

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
Phantom Stock	(1)	05/14/2026		A		1,035		(2)	(2)	Common Stock	1,035	$0	5,523(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)