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| |
8501
Williams Road |
| |
Estero |
| |
Florida
33928 |
| |
239
301-7000 |
| |
|
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): June 24, 2026
HERTZ
GLOBAL HOLDINGS, INC.
THE
HERTZ CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-37665 |
|
61-1770902 |
| Delaware |
|
001-07541 |
|
13-1938568 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
8501
Williams Road
Estero,
Florida 33928
239
301-7000
(Address, including Zip
Code, and
telephone number, including area code,
of registrant's principal executive offices)
Not
Applicable
Not
Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| |
|
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each
Exchange on
which Registered |
| Hertz Global Holdings, Inc. |
|
Common
Stock Par value $0.01 per share |
|
HTZ |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
|
|
| Hertz Global Holdings, Inc. |
|
Warrants
to purchase Common Stock Each exercisable for one share of Hertz Global Holdings, Inc. common stock at an exercise price of $13.61 per share, subject to adjustment |
|
HTZWW |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
|
|
| The Hertz Corporation |
|
None |
|
None |
|
None |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 |
Regulation FD Disclosure. |
On June
24, 2026, concurrently with the announcement of an offering of Notes (as defined and described below), Hertz Global Holdings, Inc. (the
“Company,” “Hertz Holdings,” “we,” “us” or “our”) announced that it intends
to offer shares of its common stock, par value $0.01 per share (the “Common Stock”), at an aggregate price of $100 million
in a SEC-registered offering. Such shares (the “Borrowed
Shares”) will be loaned by the Company to J.P. Morgan Securities LLC (in such capacity, the “Share Borrower”), one of
the underwriters of the offering of the Borrowed Shares, pursuant to a share lending agreement. The Company has been informed by the Share
Borrower that it or one of its affiliates intends to sell the Borrowed Shares and use the resulting short position to facilitate transactions
by which investors in the Notes may hedge their investments through short sales or privately negotiated derivatives transactions. A copy
of the press release issued by the Company on June 24, 2026 announcing the offering of the Common Stock is furnished as Exhibit 99.1 hereto
and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01 and Exhibit 99.1 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise be subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 7.01 and Exhibit 99.1 hereto shall
not be incorporated by reference into any filing or other document filed by the Company with the U.S. Securities and Exchange Commission
(“SEC”) pursuant to the Securities Act, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and
regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.
On June
24, 2026, the Company announced that its wholly-owned indirect subsidiary, The Hertz Corporation (“Hertz Corp.”), intends
to offer, subject to market and other conditions, $300 million in aggregate principal amount of Exchangeable Senior First-Lien Secured
PIK Notes due 2030 (the “Notes”), in private offerings exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”). A copy of the press release issued by the Company on June 24, 2026 announcing the
offering of the Notes is filed as Exhibit 99.2 hereto and incorporated by reference herein.
This current
report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell
any securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the federal securities laws. Words such as “expect,” “will” and “intend”
and similar expressions identify forward-looking statements, which include but are not limited to statements related to the offering of
the Notes and the offering of the Common Stock described herein, our expectations with respect to the quarter ended June 30, 2026, our
ability to achieve the cost savings and revenue enhancements from our profitability initiatives and other operational programs, our positioning,
strategy, vision, forward looking investments, conditions in the travel industry, our contingent liabilities and our financial and operational
condition. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and
uncertainties that we may not be able to accurately predict or assess, including risks and uncertainties related to completion of the
offerings on the anticipated terms or at all, market conditions (including market interest rates) and the satisfaction of customary closing
conditions related to the offerings, unanticipated uses of capital and those in our risk factors that we identify in the offering documents
for these offerings and our most recent annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February
26, 2026, and any updates thereto in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you
not to place undue reliance on our forward-looking statements, which speak only as of their date, and we undertake no obligation to update
this information.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Hertz Global Holdings, Inc. dated June 24, 2026 relating to the proposed offering of the Common Stock |
| |
|
|
| 99.2 |
|
Press Release of Hertz Global Holdings, Inc. dated June 24, 2026 relating to the proposed offering of the Notes |
| |
|
|
| 104.1 |
|
Cover page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERTZ GLOBAL HOLDINGS, INC. |
|
| THE HERTZ CORPORATION |
|
| |
|
| (each, a Registrant) |
|
| |
|
|
| By: |
/s/ Scott M. Haralson |
|
| Name: |
Scott M. Haralson |
|
| Title: |
Executive Vice President and Chief Financial Officer |
|
Date: June 24, 2026
Exhibit 99.1
Press Release
Hertz Announces Proposed Offering of $100 Million
of Common Stock
ESTERO, Fla., June 24, 2026 -- Hertz Global Holdings,
Inc. (NASDAQ: HTZ) (“Hertz” or the “Company”), a leading global rental car company, today announced that it intends
to offer shares of its common stock, par value $0.01 per share, (the “Common Stock”) at an aggregate public offering price
of $100 million in a SEC-registered offering. Such shares (the “Borrowed Shares”) will be loaned by the Company to J.P. Morgan
Securities LLC (in such capacity, the “Share Borrower”), one of the underwriters of the offering of the Borrowed Shares, pursuant
to a share lending agreement. The Share Borrower or its affiliates will receive all of the proceeds of the offering of Borrowed Shares
and neither the Company nor The Hertz Corporation, the Company’s wholly-owned indirect subsidiary (the “Hertz Corp.”),
will receive any of the proceeds of the offering, but the Share Borrower will pay the Company a nominal lending fee for the use of the
Borrowed Shares pursuant to the share lending agreement. The Share Borrower will be required to return the Borrowed Shares (or identical
shares of Common Stock) to the Company pursuant to the terms of the share lending agreement. The Company has been informed by the Share
Borrower that it or one of its affiliates intends to sell the Borrowed Shares and use the resulting short position to facilitate transactions
by which investors in the Notes (as defined below) may hedge their investments through short sales or privately negotiated derivatives
transactions. The activity described above could affect the market price of the Common Stock otherwise prevailing from time to time. The
offering of the Borrowed Shares is contingent upon the closing of a private offering of the Exchangeable Senior First-Lien Secured PIK
Notes due 2030 (the “Notes”) that Hertz Corp. intends to offer, subject to market and other conditions, in a private placement
to qualifying investors. The private offering of the Notes is not contingent upon the closing of the offering of the Borrowed Shares.
The offering of the Borrowed Shares will be made
by means of a prospectus. Copies of the prospectus may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New York 11717, telephone 1-866-803-9204.
This press release is not an offer to sell or
purchase or a solicitation of an offer to sell or purchase the Borrowed Shares or the Notes, and does not constitute an offer, solicitation
or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.
ABOUT HERTZ
Hertz Global Holdings, Inc. is one of the world’s
leading car rental and mobility solutions providers. Its subsidiaries, including The Hertz Corporation, and licensees operate the Hertz,
Dollar, Thrifty, and Firefly vehicle rental brands, with more than 11,000 rental locations in 160 countries around the globe. The Company
also operates the Hertz Car Sales brand, which offers a range of quality, competitively priced used cars for sale online and at locations
across the United States, and the Hertz 24/7 car-sharing business in Europe.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking
statements” within the meaning of the federal securities laws. Words such as “expect,” “will” and “intend”
and similar expressions identify forward-looking statements, which include but are not limited to statements related to our positioning,
strategy, vision, forward looking investments, conditions in the travel industry, our financial and operational condition, our sources
of liquidity, the proposed offering of the Borrowed Shares, the proposed offering of the Notes and the anticipated completion and timing
of the offering. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks
and uncertainties that we may not be able to accurately predict or assess, including risks and uncertainties related to completion of
the offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the
offering, unanticipated uses of capital and those in our risk factors that we identify in the prospectus for the offerings and our most
recent annual report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on February
26, 2026, and any updates thereto in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you
not to place undue reliance on our forward-looking statements, which speak only as of their date, and we undertake no obligation to update
this information.
Contact
Hertz Investor Relations: investorrelations@hertz.com,
Hertz Media Relations: Mediarelations@hertz.com
###
Exhibit 99.2
Press Release
Hertz Announces Proposed Offering of $300 Million
of Exchangeable Senior First-Lien Secured PIK Notes
ESTERO, Fla., June 24, 2026 -- Hertz Global Holdings,
Inc. (NASDAQ: HTZ) (“Hertz” or the “Company”), a leading global rental car company, today announced that its wholly-owned
indirect subsidiary, The Hertz Corporation (“Hertz Corp.”), intends to offer, subject to market and other conditions, $300
million in aggregate principal amount of Exchangeable Senior First-Lien Secured PIK Notes due 2030 (the “Notes”) in a private
offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). Hertz Corp. also expects to grant the initial purchasers of the Notes an option to purchase,
for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million in
aggregate principal amount of Notes.
Hertz Corp. intends to use the net proceeds received
from the offering of the Notes for general corporate purposes, which may include the repayment of outstanding indebtedness.
The Notes will bear interest from, and including,
the issue date of the Notes, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. Each
payment of interest on the Notes (excluding any additional interest, special interest and default interest) will consist of (i) a portion
to be paid in cash and (ii) a portion to be paid in the form of PIK interest. The interest rate, exchange rate and certain other terms
of the Notes will be determined by negotiations between Hertz Corp. and the initial purchasers of the Notes. The Notes will mature on
July 1, 2030, unless earlier repurchased, redeemed or exchanged in accordance with their terms prior to maturity. The Notes will be exchangeable
at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Notes will be
exchangeable on the terms set forth in the indenture governing the Notes into cash, shares of the Company’s common stock, par value
$0.01 per share (the “Common Stock”), or a combination thereof, at Hertz Corp.’s election. The aggregate number of shares
of Common Stock that may be issued upon exchange of the Notes may not exceed 19.9% of the number of shares of Common Stock outstanding
prior to the offering of the Notes unless and until the shareholders of the Company approve such issuance.
Holders of the Notes will have the right to require
Hertz Corp. to repurchase all or a portion of their Notes at 100% of their capitalized principal amount of the Notes plus accrued
and unpaid cash interest to, but excluding, the date of such repurchase, upon the occurrence of certain corporate events constituting
a “fundamental change” as defined in the indenture governing the Notes. Hertz Corp. may not redeem the Notes prior to January
6, 2029. On or after January 6, 2029 and on or prior to the 31st scheduled trading day immediately preceding the maturity date, if the
last reported sale price per share of Common Stock has been at least 130% of the exchange price for the Notes for certain specified periods,
and certain other conditions are satisfied, Hertz Corp. may redeem all or any portion (subject to certain limitations) of the Notes at
a cash redemption price equal to 100% of the capitalized principal amount of the Notes to be redeemed plus accrued and unpaid cash
interest to, but excluding, the date of such redemption.
The Notes are expected to be guaranteed by the
Company, Rental Car Intermediate Holdings, LLC, Hertz Corp.’s direct parent company, and each of Hertz Corp.’s existing domestic
subsidiaries and future restricted subsidiaries that guarantee indebtedness under Hertz Corp.’s first lien credit facilities or
certain other indebtedness for borrowed money. The Notes and the related guarantees (other than the guarantee by the Company) are expected
to be secured (subject to certain exceptions and permitted liens) on a first-lien basis by the same assets (other than certain excluded
property) that secure indebtedness under Hertz Corp.’s first lien credit facilities and existing first lien secured notes, and are
therefore expected to be effectively pari passu with indebtedness under Hertz Corp.’s first lien credit facilities and existing
first lien secured notes.
The Notes and the related guarantees will be offered
and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The
Notes, the related guarantees and any shares of Common Stock issuable upon exchange of the Notes have not been and will not be registered
under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements under the Securities Act and the securities laws of any other jurisdiction.
Concurrently with the offering of the Notes, Hertz
also announced today by separate press release that Hertz has commenced a separate registered public offering of $100 million of the Common
Stock. Such shares (the “Borrowed Shares”) will be loaned by Hertz to a financial institution (the “Share Borrower”),
acting as an underwriter in the offering of the Borrowed Shares, pursuant to a share lending agreement. The Share Borrower or its affiliates
will receive all of the proceeds of the concurrent offering of Borrowed Shares and neither Hertz nor Hertz Corp. will receive any of the
proceeds of that offering, but the Share Borrower will pay Hertz a nominal lending fee for the use of the Borrowed Shares pursuant to
the share lending agreement. The Share Borrower will be required to return the Borrowed Shares (or identical shares of Common Stock) to
the Company pursuant to the terms of the share lending agreement. Hertz has been informed by the Share Borrower that it or one of its
affiliates intends to sell the Borrowed Shares and use the resulting short position to facilitate transactions by which investors in the
Notes may hedge their investments through short sales or privately negotiated derivatives transactions. The activity described above could
affect the market price of the Common Stock or the Notes otherwise prevailing from time to time.
This press release is not an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, the Notes, the related guarantees, the shares of Common Stock issuable upon
exchange of the Notes or the Borrowed Shares and does not constitute an offer, solicitation or sale in any state or jurisdiction in which,
or to any person to whom such an offer, solicitation or sale would be unlawful.
The concurrent offering of the Borrowed Shares is contingent upon the
closing of the offering of the Notes, but the offering of the Notes is not contingent upon the closing of the concurrent offering of the
Borrowed
Shares.
ABOUT HERTZ
Hertz Global Holdings, Inc. is one of the world’s
leading car rental and mobility solutions providers. Its subsidiaries, including The Hertz Corporation, and licensees operate the Hertz,
Dollar, Thrifty, and Firefly vehicle rental brands, with more than 11,000 rental locations in 160 countries around the globe. The Company
also operates the Hertz Car Sales brand, which offers a range of quality, competitively priced used cars for sale online and at locations
across the United States, and the Hertz 24/7 car-sharing business in Europe.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking
statements” within the meaning of the federal securities laws. Words such as “expect,” “will” and “intend”
and similar expressions identify forward-looking statements, which include but are not limited to statements related to our positioning,
strategy, vision, forward looking investments, conditions in the travel industry, our financial and operational condition, our sources
of liquidity, the proposed offering of the Notes, the proposed offering of the Borrowed Shares, the anticipated terms of the Notes and
Hertz Corp.’s expected use of proceeds from the proposed offering. We caution you that these statements are not guarantees of future
performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including
risks and uncertainties related to completion of the offering on the anticipated terms or at all, market conditions (including market
interest rates) and the satisfaction of customary closing conditions related to the offering, unanticipated uses of capital and those
in our risk factors that we identify in the offering memorandum for the offering and our most recent annual report on Form 10-K for the
year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on February 26, 2026, and any updates thereto
in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you not to place undue reliance on our
forward-looking statements, which speak only as of their date, and we undertake no obligation to update this information.
Contact
Hertz Investor Relations: investorrelations@hertz.com,
Hertz Media Relations: Mediarelations@hertz.com
###
