Herc Holdings (HRI) CEO logs RSU, PSU grants and tax trades

Rhea-AI Filing Summary

Herc Holdings President & CEO Lawrence Harris, also a director, reported several stock transactions dated February 3, 2026. He received 21,100 RSUs that vest in equal parts on February 3 of 2027, 2028 and 2029, and 12,811 PSUs earned under the 2018 Omnibus Plan that will vest at the end of three-year performance periods ending in February 2027 and February 2028. He also received 12,003 shares issued from previously earned PSUs whose performance period had ended. To cover taxes on PSU and RSU vesting, 4,361 and 1,334 shares of common stock were withheld at $154.03 per share. After these transactions, Harris directly owned 221,120 shares of Herc Holdings common stock.

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^*

Silber Lawrence Harris

(Last) (First) (Middle)

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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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
Common Stock	02/03/2026		A		21,100(1)	A	$0	202,001	D
Common Stock	02/03/2026		A		12,811(2)	A	$0	214,812	D
Common Stock	02/03/2026		A		12,003(3)	A	$0	226,815	D
Common Stock	02/03/2026		F		4,361(4)	D	$154.03	222,454	D
Common Stock	02/03/2026		F		1,334(5)	D	$154.03	221,120	D

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

Explanation of Responses:

1. Award of restricted stock units ("RSUs"), each of which represents the right to receive one share of the Issuer's common stock on the applicable vesting date (one-third of the RSUs will vest on February 3 of each of 2027, 2028 and 2029), subject to the terms and conditions of the applicable RSU agreement.

2. Represents performance stock units ("PSUs") earned, but not vested, pursuant to outstanding performance stock unit awards granted under the 2018 Herc Holdings Omnibus Plan. The number of PSUs earned was determined based on the achievement of the performance metrics established by the Compensation Committee for the applicable annual measurement period. The earned PSUs will vest and convert into shares of common stock at the end of the applicable 3-year performance period, which is February 2027 for 7,234 shares and February 2028 for 5,577 shares.

3. Shares issued related to performance stock units for which the three-year performance period has ended and performance has been certified.

4. Shares withheld for taxes upon vesting of performance stock units, for which performance was previously certified.

5. Shares withheld for taxes upon vesting of previously granted restricted stock units.

	/s/ S. Wade Sheek by Power of Attorney	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Herc Holdings (HRI) disclose in this Form 4 for its CEO?

Herc Holdings (HRI) reported that President & CEO Lawrence Harris received restricted and performance-based stock awards and had shares withheld for taxes. All transactions occurred on February 3, 2026, and his direct common stock ownership increased to 221,120 shares after these movements.

How many RSUs and PSUs did the Herc Holdings (HRI) CEO receive?

Lawrence Harris received 21,100 restricted stock units, each representing one share on vesting, plus 12,811 performance stock units earned under the 2018 Herc Holdings Omnibus Plan. These PSUs relate to performance periods ending in February 2027 and February 2028, subject to plan terms.

What is the vesting schedule for the new RSUs reported by Herc Holdings (HRI)?

The 21,100 RSUs awarded to the Herc Holdings (HRI) CEO vest in three equal installments. One-third vests on February 3, 2027, one-third on February 3, 2028, and the remaining one-third on February 3, 2029, assuming all RSU agreement conditions are satisfied.

How were the performance stock units treated in this Herc Holdings (HRI) filing?

The filing states 12,811 PSUs were earned based on Compensation Committee performance metrics but not yet vested. These PSUs will convert into common shares at the end of three-year performance periods, specifically in February 2027 for 7,234 shares and February 2028 for 5,577 shares.

Why were some Herc Holdings (HRI) shares withheld from the CEO on February 3, 2026?

Herc Holdings reported that 4,361 shares and 1,334 shares of common stock were withheld to satisfy tax obligations upon vesting of performance stock units and previously granted restricted stock units. The tax withholding transactions used a price of $154.03 per share.

How many Herc Holdings (HRI) shares does the CEO own after these transactions?

Following the reported grants, issuances, and tax withholdings on February 3, 2026, President & CEO Lawrence Harris directly owned 221,120 shares of Herc Holdings common stock. This figure reflects all Form 4 non-derivative share movements disclosed for that date.