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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):
October 16, 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, 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 $12.81 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 1.01 | Entry into a Material Definitive Agreement. |
Transaction Overview
On October 16, 2026, The Hertz Corporation (“Hertz”),
a Delaware corporation, and certain investors, including Cohen Private Ventures and certain funds or accounts affiliated with each of
Certares Opportunities LLC (“Certares”) and/or Knighthead Capital Management, LLC or an affiliate (“Knighthead”)
(all such investors, collectively, the “JV Investors”), entered into a joint venture arrangement (the “Joint
Venture”) pursuant to which the JV Investors agreed to purchase Class A Common Units of Oro Mobility Holdings LLC (f/k/a Hertz
Mobility Holdings LLC), a Delaware limited liability company (“Oro” or the “JV Entity”) from Hertz,
representing 50% of the voting units of the JV Entity and approximately 15.86% of the common units of the JV Entity, for aggregate cash
consideration of approximately $80.89 million (the “JV Investor Purchase”). Concurrently, Hertz agreed to repurchase
approximately $51.1 million aggregate principal amount of its 8.000% Exchangeable Senior Second-Lien Secured Paid-in-Kind Notes due 2029
(the “2L Notes”) from certain funds or accounts affiliated with Certares and/or Knighthead for approximately $20.86
million, representing a 60% discount to par. In connection with the formation of the Joint Venture, but prior to the JV Investor Purchase,
Hertz transferred to Oro certain assets relating to Hertz’s Oro Mobility business (the “Oro Business”) not already
owned by Oro, together with approximately $60.03 million in cash. Each of the transactions described herein, including the issuance and
sale of up to $100 million of equity units of the JV Entity, was approved by the independent Audit Committee and other disinterested directors
of Hertz Global Holdings, Inc.
Contribution Agreement, Purchase Agreement and LLC Agreement
On October 16, 2026, Oro, Hertz and Hertz Transporting,
Inc. (“HTI”) entered into a Contribution Agreement (the “Contribution Agreement”) and certain related
agreements pursuant to which Oro became the owner of, or acquired the right to use, certain assets related to the Oro Business, and Hertz
assigned a 5% interest in Oro to HTI.
On October 16, 2026, Hertz, the JV Entity and
the JV Investors entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which the JV Investors agreed
to acquire Class A Common Units from a Hertz entity representing 50% of the voting rights of the JV Entity and approximately 15.86% of
the economic rights of the JV Entity (before giving effect to any dilution from the management incentive plan of the JV Entity), for aggregate
cash consideration of approximately $80.89 million. The JV Investors paid the consideration for and acquired their Class A Common Units
on October 19, 2026.
On October 16, 2026, Hertz, HTI and the JV Investors entered into the
Amended and Restated Limited Liability Company Agreement of the JV Entity effective as of October 19, 2026 (the “LLC Agreement”). Pursuant
to the terms of the LLC Agreement, the JV Entity will be governed by a six-person board, with each of Hertz and the JV Investors entitled
to designate three members.
The foregoing summaries and descriptions of the
Contribution Agreement, the Purchase Agreement and the LLC Agreement do not purport to be complete and are subject to, and qualified in
their entirety by, the full text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are
incorporated herein by reference.
Services Agreement
On October 19, 2026, in connection with the formation
of the Joint Venture, Hertz, the JV Entity and certain of their respective affiliates entered into a Services Agreement (the “Services
Agreement”), pursuant to which Hertz agreed to provide certain corporate, operational, fleet, technology and other services
to the JV Entity and its subsidiaries. Certain services under the Services Agreement are expected to be provided on an ongoing basis and
certain services are expected to be provided on a short-term transitional basis in order to facilitate the independent operation of the
Oro Mobility business through the JV Entity, and information technology, corporate security and systems support services are expected
to be transitioned to the JV Entity within 12 months.
The Services Agreement also includes a transitional
trademark license pursuant to which Hertz grants the JV Entity a limited, sublicensable, non-transferable, royalty-free, non-exclusive
license to use the Hertz names and marks in connection with the Oro Business for an initial period ending on the later of the date (i)
that is 12 months after the effective date and (ii) on which the JV Entity obtains all required governmental licenses, authorizations,
permits, consents and approvals. In addition, the Services Agreement includes a transitional trademark license pursuant to which Hertz
grants the JV Entity a limited, sublicensable, non-transferable, royalty-bearing, non-exclusive license to use the Hertz names and marks
in connection with certain Oro composite marks including Hertz names and marks, for an initial period of 24 months and subject to extension
in accordance with the Services Agreement. With respect to the royalty-bearing license, the JV Entity is required to pay Hertz a royalty
equal to 0.5% of new rental customer revenue, determined in accordance with the Services Agreement.
The foregoing summary and description of the Services
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Services Agreement,
a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.
Fleet Lease Agreement
On October 16,
2026, the JV Entity and certain of its subsidiaries entered into the Master Motor Vehicle Lease Agreement (Operating Lease) and Master
Motor Vehicle Operating Sublease Agreement with Hertz (collectively, the “Fleet Lease Agreements”), pursuant to which
Hertz agreed to lease or sublease to the JV Entity certain vehicles comprising the fleet used in the Oro Mobility business. The Fleet
Lease Agreements include lease and sublease arrangements that permit vehicles subject to Hertz’s existing HVF III fleet financing
facility to be subleased to the JV Entity and, upon Hertz’s acquisition of such vehicles from HVF III, transitioned to direct leases
with the JV Entity. The Fleet Lease Agreements provide for such vehicles to be leased or subleased, including lease payments of approximately
$13.7 million per month, an average term of approximately 4.5 years, and other customary economic terms. Hertz’s existing asset-backed
securitization financing facility relating to the fleet may continue to be utilized in the ordinary course, and the JV Entity may over
time also enter into alternative financing arrangements, including establishing its own separate asset-backed securitization facility.
The foregoing summary and description of the Fleet
Lease Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fleet Lease
Agreements, copies of which are expected to be filed as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
Press Release
On October 20, 2026, Hertz issued a press release
announcing, among other things, certain of the transactions described above, a copy of which is attached as Exhibit 99.1 to this Form
8-K and incorporated by reference herein.
The information furnished in this Item 7.01, including
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 that Section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such filing.
| Item 9.01 | Financial Statements and Exhibits*. |
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Contribution Agreement, dated as of October 16, 2026, by and between The Hertz Corporation and Oro Mobility Holdings LLC. |
| 10.2 |
Purchase Agreement, dated as of October 16, 2026, by and among The Hertz Corporation, the JV Investors party thereto, and Oro Mobility Holdings LLC. |
| 10.3 |
Limited Liability Company Agreement, dated as of October 16, 2026, by and among The Hertz Corporation, the JV Investors party thereto, and Oro Mobility Holdings LLC. |
| 10.4 |
Services Agreement, dated as of October 19, 2026, by and between The Hertz Corporation and Oro Mobility Holdings LLC. |
| 10.5 |
Master Motor Vehicle Lease Agreement (Operating Lease), dated as of October 16, 2026, by and between The Hertz Corporation and Oro Mobility Holdings LLC. |
| 10.6 |
Master Motor Vehicle Operating Sublease Agreement, dated as of October 16, 2026, by and between The Hertz Corporation and Oro Mobility Holdings LLC |
| 99.1 |
Press Release, dated October 20, 2026. |
| |
|
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Hertz hereby agrees to furnish a copy
of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE HERTZ CORPORATION |
|
| |
|
|
|
| Date: October 20, 2026 |
|
| |
|
|
|
| By: |
/s/ W. Gil West |
|
| |
Name: |
W. Gil West |
|
| |
Title: |
Chief Executive Officer & Director |
|
Exhibit 99.1
Hertz-Backed Oro Mobility
Secures $80 Million Strategic Equity Investment to Accelerate Independent Growth
Investment positions
Oro to scale its platform across driver-led and autonomous mobility models
ESTERO, Fla., October 20, 2026 – Hertz Global Holdings, Inc. (NASDAQ:
HTZ) today announced that Oro Mobility has secured an $80 million strategic equity investment from a consortium of investors, including
Cohen Private Ventures and certain funds or accounts affiliated with each of Certares Opportunities LLC and/or Knighthead Capital Management,
LLC or an affiliate. This investment establishes Oro as a standalone growth platform, with the dedicated capital, talent, flexibility
and strategic focus to scale across the evolving mobility ecosystem.
Built on Hertz's century of expertise in fleet
operations, maintenance, logistics and asset management, Oro fills a critical gap in the transition from personal vehicle ownership to
driver-led and autonomous fleets. Serving as the ownership, orchestration and operations layer, Oro connects vehicles, technology providers
and consumer demand through a seamless operating platform. Today, Oro partners with leading mobility companies to deliver integrated solutions
safely, reliably and at scale, operating approximately 45,000 vehicles across every major U.S. mobility market.
Hertz established Oro as part of its transformation
strategy, leveraging its core capabilities and expertise to capture new opportunities for growth. Hertz will retain majority economic
ownership of Oro and support the business as its fleet and corporate services partner, enabling Hertz to participate in Oro’s growth
while Oro continues to benefit from Hertz’s operational capabilities and scale. The new capital will support the expansion of Oro’s
fleet, operational infrastructure, technology capabilities, talent and strategic partnerships across rideshare rentals, driver-led fleet
management and autonomous vehicle fleet management.
“At Hertz, our strategy is anchored in
the belief that our century of expertise can lead a new era of mobility, and Oro is a powerful example of that in action,” said
Gil West, CEO of Hertz and Executive Chairman of Oro Mobility. “As ride-hail demand expands, autonomous vehicle deployments accelerate
and consumers increasingly choose mobility services over personal car ownership, demand is growing for purpose-built operators like Oro.
This investment underscores the strong foundation we’ve built at Oro and the immense opportunity ahead, validating both Oro’s
trajectory and Hertz’s transformation strategy.”
“The future of mobility will be powered
by professionally managed fleets,” said Doria Holbrook, CEO of Oro Mobility. “As new mobility models emerge, there will be
growing demand for companies that can own, finance, operate and maintain vehicles at scale while delivering safe, reliable service. Oro
was built to fill that role. This investment gives us the capital, focus and strategic partners to accelerate our growth and support the
evolving mobility ecosystem.”
“We believe Oro has established a differentiated
position in a growing and dynamic mobility market,” said Andrew B. Cohen, Chief Investment Officer and Co-Founder of Cohen Private
Ventures. “We look forward to supporting the team as they continue to scale Oro, strengthen its capabilities and deliver long-term
value.”
About Oro Mobility
Oro Mobility (Oro) is a fleet platform built for the next era of mobility,
connecting vehicles, technology providers and demand platforms at scale. Designed as the industry’s critical ownership, orchestration
and operations layer, Oro operates across three business lines: rideshare rentals, driver-led fleet management and autonomous vehicle
fleet management. Hertz Global Holdings, Inc., its majority owner, established Oro to expand beyond its core rental business. For more
information about Oro, visit www.oromobility.com.
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. The Company holds a majority stake in Oro Mobility, which
provides integrated fleet management solutions across both driver-led and autonomous segments. For more information about Hertz, visit
www.hertz.com.
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 expectations
with respect to our strategy, vision, operational and technology capabilities, growth prospects, forward looking investments, partnerships,
and conditions in the travel or mobility industries. 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 described in our risk factors that we identify in 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.
