Herc Holdings (HRI) discloses director grant of 320 phantom stock units

Rhea-AI Filing Summary

Herc Holdings Inc. reported that one of its directors received an award of phantom stock on 01/01/2026. The filing shows the grant of 320 phantom stock units, which are each economically equivalent to one share of Herc Holdings common stock and were acquired at a price of $0.

According to the terms, the value of these phantom stock units will be paid out in shares of common stock after the director ceases to serve on the company’s Board of Directors, as long as that happens on or after the company’s 2026 annual meeting of stockholders, or earlier if there is a change of control. This structure effectively defers the director’s compensation into stock-linked units that settle when board service ends.

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^*

Shannon Patrick S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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

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)	01/01/2026		A		320		(2)	(2)	Common Stock	320	$0	320	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 2026 annual meeting of stockholders (or, if earlier following a change of control).

	/s/ S. Wade Sheek by Power of Attorney	01/05/2026
	** 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).
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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.

FAQ

What insider transaction did HRI report in this Form 4?

Herc Holdings Inc. reported that a director received 320 shares of phantom stock on 01/01/2026, each economically equivalent to one share of common stock, acquired at $0.

What is phantom stock in the context of HRI’s director compensation?

For Herc Holdings (HRI), each share of phantom stock is the economic equivalent of one share of common stock, providing stock-linked value without immediate share issuance.

When will the HRI director’s phantom stock be paid out?

The filing states that the phantom stock will be distributed in shares of common stock after the director ceases to be a Board member, provided this occurs on or after the 2026 annual meeting of stockholders, or earlier following a change of control.

How many Herc Holdings common shares underlie the phantom stock grant?

The derivative award covers 320 shares of phantom stock, with the underlying security listed as common stock in the same amount of 320 shares.

Is the HRI director’s phantom stock held directly or indirectly?

The Form 4 identifies the ownership form as Direct (D) for the 320 phantom stock units reported.

What triggers could accelerate distribution of HRI phantom stock?

Distribution occurs after the director leaves the Board if that is on or after the 2026 annual meeting, or earlier if there is a change of control, according to the filing.