Herc Holdings (NYSE: HRI) director receives 1,035 phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BURGESS SHARI L reported acquisition or exercise transactions in this Form 4 filing.

Herc Holdings director Shari L. Burgess reported an equity-based compensation award of 1,035 phantom stock units on May 14, 2026. Each phantom share is the economic equivalent of one share of common stock and was credited at a price of $0.00 per unit.

Following this grant, Burgess holds 7,032 phantom stock units in total. The value of these units will be distributed in shares of common stock after she ceases to serve on the board, provided this occurs on or after the issuer’s 2027 annual meeting or earlier following a change of control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BURGESS SHARI L

Role null

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

Holdings After Transaction: Phantom Stock — 7,032 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 units granted: 1,035 units Total phantom stock after grant: 7,032 units Grant price per phantom unit: $0.00 per unit +1 more

4 metrics

Phantom stock units granted 1,035 units Grant on May 14, 2026

Total phantom stock after grant 7,032 units Holdings following transaction

Grant price per phantom unit $0.00 per unit Compensation award, not market purchase

Underlying security 1,035 shares common stock equivalent Each phantom unit equals one common share

Key Terms

Phantom Stock, economic equivalent, change of control

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.

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.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:15 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^*

BURGESS SHARI L

(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)
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	7,032⁽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 HRI director Shari L. Burgess report?

Shari L. Burgess reported receiving an award of 1,035 phantom stock units. These units are a form of deferred equity compensation whose value tracks Herc Holdings’ common stock and will ultimately be settled in shares rather than reflecting an open-market purchase or sale.

How many phantom stock units does Shari L. Burgess now hold at Herc Holdings (HRI)?

After the latest Form 4 transaction, Shari L. Burgess holds 7,032 phantom stock units. This total includes the new 1,035-unit award plus previously reported phantom stock grants that may have different distribution conditions tied to her future board service.

What is phantom stock in the context of Herc Holdings (HRI)?

At Herc Holdings, each phantom stock unit is the economic equivalent of one common share. The units track the value of common stock and are ultimately paid out in actual shares, typically as deferred compensation rather than through immediate cash or open-market stock transactions.

When will Shari L. Burgess’s Herc Holdings phantom stock be paid out?

The phantom stock will be distributed in shares of common stock after Burgess stops serving on the board. Payment occurs only if that event happens on or after Herc’s 2027 annual meeting, or earlier if a change of control occurs, according to the Form 4 footnotes.

Does this HRI Form 4 show open-market buying or selling of stock?

No, the Form 4 reports a grant of phantom stock to Shari L. Burgess as compensation. The award was credited at $0.00 per unit and does not involve an open-market purchase or sale of Herc Holdings common shares by the director.