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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. |
Although
the second quarter of 2026 has not yet concluded, Hertz Global Holdings, Inc. (the “Company,” “we,” “us”
or “our”) currently expects its second quarter results for fleet size, revenue, RPD and rental days will align with, or slightly
exceed, its previous expectations due to healthy demand and better than anticipated capacity utilization with second quarter to date year-over-year
growth in RPD increasing above the growth trend in the first quarter. Current unexpected softness in the used car market caused us to
realize losses on the sale of vehicles in May 2026 compared to gains in April 2026, which will negatively impact net DPU per
month in the quarter. Based on this recent trend in used car sales, we now believe our second quarter net DPU per month will be approximately
$300. As a result, our Adjusted Corporate EBITDA is expected to be in the $50-$80 million range, which is within our margin expectations
but towards the lower end of our second quarter range.
The preliminary
financial information referenced above is unaudited, subject to completion and based on information available to management as of the
date of this Current Report on Form 8-K. The preliminary financial information above is based on management’s internal reporting
and forecasting and is subject to change during the period remaining in the second quarter as well as subject to adjustment for quarter-end
closing procedures (which have not been completed) and should not be viewed as a substitute for full quarterly financial statements prepared
in accordance with GAAP. Our independent registered public accounting firm has not performed any audit, review or set of procedures with
respect to our preliminary financial information for the second quarter of 2026. An audit, review or set of procedures of such financial
information could result in changes to these preliminary results. Actual results of operations may be materially different from the results
of operations provided herein, and you should not place undue reliance on these preliminary results of operations. We undertake no obligation
to update this information. The preliminary financial information presented above is not necessarily indicative of results of operations
for any future period.
We have
not reconciled Adjusted Corporate EBITDA for the quarter-ended June 30, 2026 to GAAP net loss as a result of uncertainty regarding,
and the potential variability of, reconciling items such as the change in fair value of public warrants, as this adjustment is directly
impacted by unpredictable fluctuations in our stock price and the volume of warrants exercised during the period. Accordingly, a reconciliation
is not available without unreasonable effort, although it is important to note that these factors could be material to our results calculated
in accordance with GAAP.
In accordance
with General Instruction B.2 of Form 8-K, the information included in this Item 7.01 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 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.
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 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 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.
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