Herc director granted 1,035 phantom stock units

HOLLEY JEAN K reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

HOLLEY JEAN K reported acquisition or exercise transactions in this Form 4 filing.

Herc Holdings Inc. director Jean K. Holley received a grant of 1,035 units of phantom stock, each economically equivalent to one share of common stock. This award increased her total phantom stock balance to 15,373 units held directly.

The phantom stock will be settled in shares of common stock after Holley ceases to serve on the board, provided this occurs 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 subject to different distribution conditions.

Insider Trade Summary

Grant/Award: 1,035 shares

Grant/Award 1 txn

Insider HOLLEY JEAN K

Role Director

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

Holdings After Transaction: Phantom Stock — 15,373 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 granted: 1,035 units Total phantom stock after grant: 15,373 units Economic equivalence: 1 unit = 1 share +1 more

4 metrics

Phantom stock granted 1,035 units Grant to director Jean K. Holley on May 14, 2026

Total phantom stock after grant 15,373 units Holley’s phantom stock balance following the transaction

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

Distribution trigger After 2027 annual meeting Distribution after board service ends on or after 2027 meeting or earlier change of control

Key Terms

Phantom Stock, economic equivalent, change of control, annual meeting of stockholders, +1 more

5 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.

annual meeting of stockholders financial

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

phantom stock financial

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

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.

FAQ

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

What insider transaction did HERC HOLDINGS INC (HRI) disclose for Jean K. Holley?

Herc Holdings reported that director Jean K. Holley received 1,035 phantom stock units. These units are economically equivalent to common shares and increased her total phantom stock holdings to 15,373 units, reflecting additional director compensation rather than an open-market purchase or sale.

What is the nature of the phantom stock granted to Jean K. Holley at HRI?

Each phantom stock unit granted to Jean K. Holley is the economic equivalent of one share of Herc Holdings common stock. The units represent deferred compensation and will ultimately be settled in actual shares rather than cash under specified distribution conditions.

When will Jean K. Holley’s phantom stock in HERC HOLDINGS INC be distributed?

Holley’s phantom stock will be distributed in shares of common stock after she ceases serving on the board. Distribution requires this event occur on or after the 2027 annual meeting of stockholders, or earlier if there is a change of control of the company.

How many phantom stock units does Jean K. Holley hold after this Form 4 for HRI?

Following the reported grant, Jean K. Holley holds 15,373 phantom stock units. This total includes the newly awarded 1,035 units as well as previously reported phantom stock grants that may have different conditions governing when and how they are distributed in common shares.

Does the Form 4 for HERC HOLDINGS INC involve open-market buying or selling by Jean K. Holley?

The Form 4 shows a grant of 1,035 phantom stock units to Jean K. Holley, not an open-market trade. The transaction is coded as a grant or award, meaning it reflects equity-based director compensation rather than a decision to buy or sell shares in the market.

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

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Accepted by SEC EDGAR 05/18/2026 - 04:16 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^*

HOLLEY JEAN K

(Last) (First) (Middle)

C/O HERC HOLDINGS INC.

27500 RIVERVIEW CENTER BOULEVARD

(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	15,373(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)