Does Hertz receive cash from the 37,037,037-share common stock offering?

Hertz does not receive the sale proceeds from the 37,037,037 “Borrowed Shares.” Those proceeds go to J.P. Morgan Securities LLC or its affiliates. Hertz only receives a nominal lending fee for loaning the shares and will later have the Borrowed Shares (or identical shares) returned.

Hertz (NASDAQ: HTZ) prices $350M exchangeable notes and 37M-share stock loan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hertz Global Holdings announced two linked capital markets transactions. The company priced a SEC-registered offering of 37,037,037 shares of common stock at $2.70 per share. These shares are being lent to J.P. Morgan Securities LLC under a share lending agreement, and the underwriter or its affiliates will receive all offering proceeds, while Hertz only earns a nominal lending fee and will later receive the shares back.

Separately, Hertz’s subsidiary, The Hertz Corporation, priced $350 million aggregate principal amount of 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030, upsized from a previously announced $300 million. Estimated net proceeds are about $339.5 million (or $388.0 million if the option for an additional $50 million of notes is fully exercised), to be used to repay borrowings under its revolving credit facility and for general corporate purposes. The notes are exchangeable into cash, Hertz common stock, or a combination, at an initial exchange rate of 279.5248 shares per $1,000 principal (about $3.58 per share), with potential equity issuance capped at 19.9% of shares outstanding prior to the notes offering unless shareholders approve a larger issuance.

Insights

Hertz raises $350M in exchangeable secured notes while facilitating a stock loan that does not bring equity cash into the company.

Hertz is layering in $350M of 6.75% Exchangeable Senior First-Lien Secured PIK Notes, upsized from $300M. Net proceeds of about $339.5M (or $388.0M with the option) are earmarked to repay its revolving credit facility and for general corporate purposes, effectively terming out part of its short-term debt.

The notes carry a 6.75% coupon, split into 3.375% cash and 3.375% PIK, which reduces immediate cash interest outflow but increases principal over time. They sit first-lien secured, guaranteed by key domestic subsidiaries and expected to be pari passu with existing first-lien credit facilities and secured notes, so they share collateral rather than subordinating existing lenders.

Because the notes are exchangeable into Hertz common stock at an initial price of about $3.58 per share (a 32.5% premium to the $2.70 stock offering price), they introduce potential future dilution. Issuance is capped at 19.9% of pre-offering shares unless shareholders approve more. Actual equity impact will depend on future share price performance and whether holders elect to exchange.

The stock offering is a share loan tied to note hedging, not a cash-raising equity deal for Hertz.

The registered offering of 37,037,037 shares at $2.70 per share is structured as a loan of “Borrowed Shares” to J.P. Morgan Securities LLC, not a primary capital raise. The underwriter or its affiliates receives the sale proceeds, while Hertz earns only a nominal lending fee and later gets the shares returned.

The share loan supports hedging for investors in the exchangeable notes through short sales or derivatives. This structure can increase trading volume and short interest, and the company itself notes that such activity could affect the market price of the common stock and the notes. Because the cash from selling the Borrowed Shares goes to the share borrower rather than Hertz, shareholders face market supply and potential future dilution from the notes without a concurrent equity cash inflow.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Borrowed Shares offered: 37,037,037 shares at $2.70/share Notes principal amount: $350 million Notes option size: $50 million +4 more

7 metrics

Borrowed Shares offered 37,037,037 shares at $2.70/share SEC-registered common stock offering via share lending

Notes principal amount $350 million 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030

Notes option size $50 million Additional aggregate principal amount available to initial purchasers

Estimated net proceeds $339.5M (up to $388.0M) From notes issuance, before offering expenses

Coupon structure 6.75% (3.375% cash, 3.375% PIK) Interest on exchangeable notes, paid semi-annually

Initial exchange rate 279.5248 shares per $1,000 Equivalent to ~$3.58 per share exchange price

Equity issuance cap 19.9% of pre-offering shares Maximum common stock issuable on exchange absent shareholder approval

Key Terms

Exchangeable Senior First-Lien Secured PIK Notes, share lending agreement, qualified institutional buyers, make-whole fundamental change, +2 more

6 terms

Exchangeable Senior First-Lien Secured PIK Notes financial

"6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030 (the “Notes”)."

A debt instrument that acts like a prioritized IOU: it is senior and first-lien, meaning holders are paid ahead of most other creditors and have a legal claim on specific company assets like a mortgage; it is secured, so that claim is meant to improve recovery if the company fails. Interest is often paid-in-kind (PIK), meaning interest is added to the loan balance instead of paid in cash, and the notes are exchangeable, meaning holders can swap them for equity or other securities. Investors care because these features change both risk and return—better protection and potential upside from exchangeability, but less cash income and possible dilution if converted.

qualified institutional buyers financial

"were offered only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

make-whole fundamental change financial

"If a “make-whole fundamental change” (as defined in the indenture for the Notes) occurs"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

PIK interest financial

"3.375% of such interest payment to be paid in the form of PIK interest."

Payment-in-kind (PIK) interest is interest on a loan or bond that is paid by adding to the borrower’s debt rather than by handing over cash; think of it as paying rent by giving an IOU that increases the total owed instead of using money now. Investors care because PIK raises short-term cash for the borrower but increases future risk — the lender receives a larger, deferred payment and assumes more credit and timing uncertainty.

first lien credit facilities financial

"that guarantee indebtedness under Hertz Corp.’s first lien credit facilities"

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 07:01 AM Accepted by SEC EDGAR 06/25/2026 - 07:00 AM

Co-Registrant CIK	0000047129
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-06-25
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Emerging Growth Company	false
	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 25, 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

(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 25, 2026, concurrently with the announcement of pricing an offering of Notes (as defined and described below), Hertz Global Holdings, Inc. (the “Company,” “Hertz Holdings,” “we,” “us” or “our”) issued a press release to announce the pricing of a SEC-registered offering of 37,037,037 shares of its common stock, par value $0.01 per share (the “Common Stock”), at a price of $2.70 per share. Such shares of Common Stock (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 25, 2026 announcing the pricing of 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.

Item 8.01

Other Events

On June 25, 2026, the Company announced that its wholly-owned indirect subsidiary, The Hertz Corporation (“Hertz Corp.”), priced an offering of $350 million aggregate principal amount of 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030 (the “Notes”). Hertz Corp. also granted the initial purchasers of the Notes an option to purchase up to an additional $50 million aggregate principal amount of Notes for settlement within a 13-day period beginning on, and including, the initial closing date. The aggregate principal amount of the offering was increased from the previously announced offering size of $300 million.

Hertz Corp. estimates that the net proceeds from the issuance of the Notes, after deducting the initial purchasers’ discount but before estimated offering expenses payable by Hertz Corp., will be approximately $339.5 million (or approximately $388.0 million if the initial purchasers exercise in full their option to purchase additional Notes). Hertz Corp. intends to use the net proceeds from the issuance of the Notes to repay outstanding borrowings under its revolving credit facility and for general corporate purposes.

A copy of the press release issued by the Company on June 25, 2026 announcing the pricing of the offering of the Notes is filed as Exhibit 99.2 hereto and incorporated by reference herein.

The Notes and the guarantees of the Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes, the guarantees of the Notes and any shares of the common stock of the Company 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.

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 25, 2026 relating to the pricing of the Common Stock offering

99.2		Press Release of Hertz Global Holdings, Inc. dated June 25, 2026 relating to the pricing of the Notes offering

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 25, 2026

Exhibit 99.1

Press Release

Hertz Announces Pricing of Offering of 37,037,037 Shares of Common Stock

ESTERO, Fla., June 25, 2026 -- Hertz Global Holdings, Inc. (NASDAQ: HTZ) (“Hertz” or the “Company”), a leading global rental car company, today announced that it has priced a SEC-registered offering of 37,037,037 shares of its common stock, par value $0.01 per share, (the “Common Stock”), at a public offering price of $2.70 per share. 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. priced today. 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 was 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 or from Barclays Capital Inc, c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 or by phone at 1-888-603-5847.

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 offering of the Borrowed Shares, the 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 Pricing of Upsized $350 Million of Exchangeable Senior First-Lien Secured PIK Notes

ESTERO, Fla., June 25, 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.”), has priced an offering of $350 million aggregate principal amount of 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030 (the “Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Hertz Corp. also granted 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 $50 million aggregate principal amount of Notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $300 million. The offering is expected to close on or about June 29, 2026, subject to customary closing conditions.

The Notes will bear interest from, and including, June 29, 2026, 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) 3.375% of such interest payment to be paid in cash and (ii) 3.375% of such interest payment to be paid in the form of PIK interest. 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.

The exchange rate will initially be 279.5248 shares of Common Stock per $1,000 capitalized principal amount of Notes (equivalent to an initial exchange price of approximately $3.58 per share of Common Stock). The initial exchange price of the Notes represents a premium of approximately 32.5% above the public offering price of $2.70 per share of the Borrowed Shares in the concurrent offering of the Borrowed Shares described below. The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events. If a “make-whole fundamental change” (as defined in the indenture for the Notes) occurs, Hertz Corp. will, in certain circumstances, increase the exchange rate for a specified time for holders who exchange their Notes in connection with that make-whole fundamental change.

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 were 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 the pricing of a separate registered public offering of 37,037,037 shares of Common Stock at a public offering price of $2.70 per share. 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. The offering of the Notes is not contingent upon the closing of the concurrent offering of the Borrowed Shares.

ABOUT HERTZ

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 offering of the Notes, the 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

###

Source: View Original Filing on SEC EDGAR

FAQ

What securities did Hertz (HTZ) price in this 8-K disclosure?

Hertz priced a SEC-registered offering of 37,037,037 shares of common stock at $2.70 per share and a private offering of $350 million 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030, with an option for an additional $50 million of notes.

How much cash will Hertz’s subsidiary receive from the exchangeable notes?

The Hertz Corporation estimates net proceeds of approximately $339.5 million from the initial $350 million notes, or about $388.0 million if the additional $50 million option is fully exercised. These figures are after underwriter discounts but before estimated offering expenses.

What will Hertz use the exchangeable notes proceeds for?

Hertz’s subsidiary plans to use net proceeds from the 6.75% Exchangeable Senior First-Lien Secured PIK Notes to repay outstanding borrowings under its revolving credit facility and for general corporate purposes, shifting part of its short-term revolving debt into longer-term exchangeable secured notes.

What are the key terms of Hertz’s 6.75% exchangeable notes due 2030?

The notes bear 6.75% interest, paid as 3.375% in cash and 3.375% as PIK interest, and mature on July 1, 2030. They are exchangeable into cash, Hertz common stock, or both, at an initial rate of 279.5248 shares per $1,000 principal, equivalent to about $3.58 per share.

How much potential equity dilution is tied to Hertz’s exchangeable notes?

The aggregate number of shares issuable upon exchange of the notes is capped at 19.9% of the number of Hertz common shares outstanding prior to the notes offering, unless shareholders approve a higher issuance. Actual dilution depends on future exchanges and shareholder approvals.

Filing Exhibits & Attachments

6 documents

Hertz (NASDAQ: HTZ) prices $350M exchangeable notes and 37M-share stock loan

Rhea-AI Filing Summary

Positive

Negative