Herc Holdings (NYSE: HRI) VP receives RSUs, earns PSUs and withholds shares for taxes

Rhea-AI Filing Summary

Herc Holdings VP & Chief Accounting Officer Mark Alan Schumacher reported equity compensation transactions in company common stock. On February 3, 2026, he received 1,624 RSUs that vest in three equal installments on February 3 of 2027, 2028 and 2029. He also was credited with 642 PSUs earned under the 2018 Omnibus Plan, which will convert into shares after three-year performance periods ending in February 2027 and February 2028.

In addition, he acquired 417 and 347 shares of common stock upon settlement of prior PSUs whose performance conditions were certified. To cover taxes upon vesting of PSUs and earlier RSUs, the company withheld 174, 145 and 72 shares at a price of $154.03 per share. After these transactions, Schumacher directly owned 6,583 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

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^*

Schumacher Mark Alan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Accounting Officer

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		1,624(1)	A	$0	5,568	D
Common Stock	02/03/2026		A		642(2)	A	$0	6,210	D
Common Stock	02/03/2026		A		417(3)	A	$0	6,627	D
Common Stock	02/03/2026		A		347(3)	A	$0	6,974	D
Common Stock	02/03/2026		F		174(4)	D	$154.03	6,800	D
Common Stock	02/03/2026		F		145(4)	D	$154.03	6,655	D
Common Stock	02/03/2026		F		72(5)	D	$154.03	6,583	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 388 shares and February 2028 for 254 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.
* 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.

FAQ

What insider activity did HRI executive Mark Alan Schumacher report?

Mark Alan Schumacher reported routine equity compensation activity, including grants and vesting of RSUs and PSUs, plus share withholdings for taxes. These transactions reflect stock-based compensation mechanics rather than open-market buying or selling of Herc Holdings (HRI) shares.

How many RSUs did HRI’s VP & Chief Accounting Officer receive?

He received 1,624 restricted stock units, each representing one share of common stock. One-third of these RSUs will vest on February 3 of 2027, 2028 and 2029, subject to the terms of the applicable RSU agreement and continued service conditions.

What performance stock units (PSUs) were earned by the HRI executive?

He earned 642 PSUs under the 2018 Herc Holdings Omnibus Plan based on Compensation Committee performance metrics. These PSUs will vest and convert into common shares at the end of three-year performance periods ending in February 2027 for 388 shares and February 2028 for 254 shares.

Why were some HRI shares withheld at $154.03 in this Form 4?

The company withheld 174, 145 and 72 shares at $154.03 per share to satisfy tax obligations upon vesting of PSUs and previously granted RSUs. These are tax withholdings, not discretionary market sales by the executive into the open market.

How many HRI shares does Mark Alan Schumacher own after these transactions?

After all grants, vestings and tax withholdings on February 3, 2026, Mark Alan Schumacher directly owned 6,583 shares of Herc Holdings common stock. This figure reflects his updated direct beneficial ownership reported in the Form 4 filing.

Do these HRI Form 4 transactions suggest the executive is selling shares?

Most activity reflects equity awards and vesting, with shares issued or withheld for taxes. The F-coded transactions are tax withholdings at $154.03 per share, not open-market sales, so they primarily show compensation settlement rather than discretionary share disposals.