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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):
September 25, 2025
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, former address and
former fiscal year, 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. ¨
On September
25, 2025, Hertz Corp. issued a press release to announce the pricing of $375 million aggregate principal
amount of its 5.500% Exchangeable Senior 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 $250 million.
Hertz Corp.
estimates that the net proceeds from the issuance of the Notes, after deducting the initial purchasers’ discount and estimated offering
expenses payable by Hertz Corp., will be approximately $360.13 million (or approximately $408.38 million if the initial purchasers exercise
in full their option to purchase additional Notes). Hertz Corp. intends to use approximately $33.26 million of the net proceeds from the
issuance of the Notes to fund the cost of entering into the capped call transactions described below. Hertz Corp. intends to use $300
million of the net proceeds from the issuance of the Notes to fund the partial redemption or repurchase of its outstanding Senior Notes
due 2026 on or before December 31, 2025 and to use the remaining net proceeds for general corporate purposes, which may include the repayment
of outstanding indebtedness. If the initial purchasers exercise their option to purchase additional Notes, then Hertz Corp. intends to
use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions and apply the remainder
towards general corporate purposes, which may include the repayment of outstanding indebtedness.
A copy of
the press release issued by the Company announcing the pricing of the offering is furnished as Exhibit 99.1 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.
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 described herein, the anticipated completion and timing of the offering, Hertz Corp.’s expected use of proceeds from
the offering, our positioning, strategy, vision, forward looking investments, conditions in the travel industry, 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 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, 2024, as filed with the SEC
on February 18, 2025, 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 September 25, 2025 relating to the Pricing 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: September 25,
2025
