Hertz caps key shareholder voting power above 45%

Q: What did HTZ announce regarding the amended and restated voting agreement with CK Amarillo?

HTZ entered into an amended and restated voting agreement with CK Amarillo LP. It requires CK Amarillo to mirror other stockholders’ voting outcomes for any voting power above 45% and adds a sale-of-control payment mechanism for certain large share sales above a defined Market Price.

Q: How does the 45% voting power threshold affect CK Amarillo’s voting rights in HTZ?

When CK Amarillo’s voting power exceeds 45% of HTZ’s outstanding voting securities, the excess portion must be voted in the same proportion as all other stockholder votes or consents, excluding broker non-votes and CK Amarillo’s own votes when calculating that proportion.

Q: What is the sale of control provision added for CK Amarillo in HTZ’s agreement?

If CK Amarillo sells 50% or more of HTZ’s outstanding common stock to a third-party purchaser at a price above the defined Market Price, it must pay other common stockholders an amount tied to the percentage sold and the per-share amount by which the sale price exceeds Market Price.

Q: Does CK Amarillo retain discretion over any of its votes in HTZ?

Yes. CK Amarillo may vote all securities that are not classified as Excess Voting Securities at its discretion. Only the portion of its voting power above the 45% threshold must follow the proportional vote of other HTZ stockholders.

Q: What securities are covered by the voting agreement between HTZ and CK Amarillo?

The agreement covers all Voting Securities of HTZ beneficially owned by CK Amarillo and its affiliates, including common stock and any bonds, debentures, notes, other indebtedness, or equity securities that carry the right to vote on stockholder matters.

Hertz Global Holdings, Inc. (HTZ) entered into an amended and restated voting agreement with CK Amarillo LP in connection with settlement of the Cascia v.

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Form Type

8-K

Rhea-AI Filing Summary

Hertz Global Holdings, Inc. (HTZ) entered into an amended and restated voting agreement with CK Amarillo LP in connection with settlement of the Cascia v. Farmer litigation. The agreement governs how CK Amarillo votes its ownership stake once its voting power exceeds a specified threshold.

CK Amarillo agreed that any voting power above 45% of Hertz’s total outstanding voting securities (the “Excess Voting Securities”) will be voted in the same proportion as all other stockholder votes or consents, excluding broker non-votes and excluding CK Amarillo’s own votes when determining that proportion. CK Amarillo may vote any non-excess securities at its discretion.

The parties also added a sale of control provision: if CK Amarillo sells 50% or more of Hertz’s outstanding common stock to a third party at a price above the defined Market Price, CK Amarillo must pay other common stockholders an amount based on the percentage of shares sold and the excess of the sale price over Market Price. The agreement terminates when CK Amarillo and its affiliates collectively own under 45% of voting securities and, in addition, after Hertz either completes or terminates its stock repurchase programs authorized in 2021 and 2022.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Excess Voting Securities threshold: 45% of the total voting power of all outstanding Voting Securities Sale of control trigger: 50% or more of the total outstanding shares of common stock Stock repurchase programs reference years: 2021 and 2022 +1 more

4 metrics

Excess Voting Securities threshold 45% of the total voting power of all outstanding Voting Securities Portion of CK Amarillo’s voting power that must be voted proportionally with other stockholders

Sale of control trigger 50% or more of the total outstanding shares of common stock Threshold of HTZ common stock sold by CK Amarillo to a third-party purchaser that activates the sale-of-control payment

Stock repurchase programs reference years 2021 and 2022 Years in which HTZ’s Board authorized stock repurchase programs referenced for agreement termination

Market Price Defined term in the A&R Voting Agreement Used to calculate payments to other stockholders if CK Amarillo sells 50% or more of outstanding common shares above this price

Key Terms

Excess Voting Securities, Market Price, sale of control provision, broker non-vote, +1 more

5 terms

Excess Voting Securities financial

"exceed 45% of the total voting power of all of the outstanding Voting Securities (the “Excess Voting Securities”)"

Market Price financial

"if the sale price is above the Market Price (as defined in the A&R Voting Agreement)"

Market price is the current amount buyers are willing to pay and sellers are willing to accept for a share or other security at a given moment, like the tag on an item in a busy shop that changes with demand. It matters to investors because it determines what you would receive when selling or what you must pay to buy now, reflecting supply, demand and recent news that affect perceived value.

sale of control provision financial

"the Company and CK Amarillo added a sale of control provision where if CK Amarillo sells 50%"

broker non-vote regulatory

"without taking into consideration any Voting Securities that are not voted or with respect to which a “broker non-vote”"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

beneficially own financial

"CK Amarillo and any CK Amarillo affiliate, collectively, cease to beneficially own 45% or more"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did HTZ announce regarding the amended and restated voting agreement with CK Amarillo?

HTZ entered into an amended and restated voting agreement with CK Amarillo LP. It requires CK Amarillo to mirror other stockholders’ voting outcomes for any voting power above 45% and adds a sale-of-control payment mechanism for certain large share sales above a defined Market Price.

How does the 45% voting power threshold affect CK Amarillo’s voting rights in HTZ?

When CK Amarillo’s voting power exceeds 45% of HTZ’s outstanding voting securities, the excess portion must be voted in the same proportion as all other stockholder votes or consents, excluding broker non-votes and CK Amarillo’s own votes when calculating that proportion.

What is the sale of control provision added for CK Amarillo in HTZ’s agreement?

If CK Amarillo sells 50% or more of HTZ’s outstanding common stock to a third-party purchaser at a price above the defined Market Price, it must pay other common stockholders an amount tied to the percentage sold and the per-share amount by which the sale price exceeds Market Price.

Under what conditions will the amended and restated voting agreement for HTZ terminate?

The agreement terminates when CK Amarillo and its affiliates collectively cease to beneficially own at least 45% of HTZ’s voting securities and, additionally, when HTZ has either fully used the funds authorized under its 2021 and 2022 stock repurchase programs or has terminated those programs.

Does CK Amarillo retain discretion over any of its votes in HTZ?

Yes. CK Amarillo may vote all securities that are not classified as Excess Voting Securities at its discretion. Only the portion of its voting power above the 45% threshold must follow the proportional vote of other HTZ stockholders.

What securities are covered by the voting agreement between HTZ and CK Amarillo?

The agreement covers all Voting Securities of HTZ beneficially owned by CK Amarillo and its affiliates, including common stock and any bonds, debentures, notes, other indebtedness, or equity securities that carry the right to vote on stockholder matters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/20/2026 - 04:48 PM EDT

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): August 20, 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 of principal executive offices, including zip code)

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))



Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock, Par value $0.01 per share	HTZ	The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock	HTZWW	The Nasdaq Stock Market LLC

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. o

Item 1.01 Entry into a Material Definitive Agreement.

On August 20, 2026, Hertz Global Holdings, Inc. (the “Company”), in connection with settlement of the Cascia v. Farmer, et al. litigation, entered into an amended and restated voting agreement (the “A&R Voting Agreement”) with CK Amarillo LP (“CK Amarillo”), which amends and restates the voting agreement, dated March 24, 2025, by and between the Company and CK Amarillo. Under the A&R Voting Agreement, CK Amarillo agreed, on each matter brought to a vote at any annual or special meeting of the Company’s stockholders and in connection with any action proposed to be taken by consent of the Company’s stockholders in lieu of a meeting, to vote all shares of common stock and any bonds, debentures, notes or other indebtedness or instruments or any other shares of capital stock or voting or equity securities of or ownership interests in the Company that have the right to vote on such matter (together with the common stock, the “Voting Securities”) beneficially owned by CK Amarillo that, together with the Voting Securities held by any CK Amarillo affiliate, exceed 45% of the total voting power of all of the outstanding Voting Securities (the “Excess Voting Securities”), in the same proportion as all other votes cast by stockholders or effective consents duly executed and delivered by stockholders, determined (i) without taking into consideration any Voting Securities that are not voted or with respect to which a “broker non-vote” is exercised or registered and (ii) without inclusion of votes cast by CK Amarillo or any CK Amarillo affiliate. Any Voting Securities that are not Excess Voting Securities may be voted at the discretion of CK Amarillo. Additionally, the Company and CK Amarillo added a sale of control provision where if CK Amarillo sells 50% or more of the total outstanding shares of common stock of the Company to a third-party purchaser, subject to certain exceptions and if the sale price is above the Market Price (as defined in the A&R Voting Agreement), then CK Amarillo is required to deliver to the holders of common stock of the Company an amount equal to (i) one minus the percentage (expressed as a decimal) of the outstanding shares sold by CK Amarillo, multiplied by (ii) the amount by which the purchase price exceeds the Market Price on a per share basis, multiplied by (iii) the number of shares of common stock of the Company sold. The A&R Voting Agreement will terminate per its terms at such time that (i) CK Amarillo and any CK Amarillo affiliate, collectively, cease to beneficially own 45% or more of the Voting Securities then outstanding and (ii) at the earlier to occur of: (a) the Company has expended all funds authorized on the stock repurchase programs authorized by the Company’s Board of Directors in 2021 and 2022 (the “Repurchase Programs”) or (b) the Company has terminated the Repurchase Programs. The foregoing description of the A&R Voting Agreement does not comport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the A&R Voting Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.


Exhibit						Description
10.1						Amended and Restated Voting Agreement, dated as of August 20, 2026, by and between Hertz Global Holdings, Inc. and CK Amarillo LP.
104.1						Cover page Interactive Date 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)


Date: August 20, 2026	By:	/s/ Piero Bussani
	Name:	Piero Bussani
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 30.8 KB