Hertz Global (NASDAQ: HTZ) holder caps votes, ties payout to control sale

Rhea-AI Filing Summary

Hertz Global Holdings, Inc. (HTZ) received an updated Schedule 13D/A (Amendment No. 11) from a group including CK Amarillo and affiliated entities. The group reports beneficial ownership of 181,455,469 shares of Hertz common stock, representing 50.9% of the class, based on 356,451,393 shares outstanding as of July 30, 2026.

Hertz and CK Amarillo entered into an amended and restated voting agreement dated August 20, 2026. CK Amarillo agreed that any “Excess Voting Securities” it beneficially owns above 45% of the company’s total voting power will be voted in the same proportion as votes cast by other stockholders, excluding CK Amarillo and its affiliates and disregarding non-votes and broker non-votes. Voting power up to 45% may be exercised at CK Amarillo’s discretion.

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

Key Figures

Shares beneficially owned: 181,455,469 shares of Common Stock Percent of class owned: 50.9% Shares outstanding: 356,451,393 shares of Common Stock +5 more

8 metrics

Shares beneficially owned 181,455,469 shares of Common Stock Beneficial ownership reported by each reporting person

Percent of class owned 50.9% Portion of Hertz common stock class beneficially owned by the reporting group

Shares outstanding 356,451,393 shares of Common Stock Hertz common shares issued and outstanding as of July 30, 2026

Voting power threshold 45% of total voting power Above this level, CK Amarillo’s Excess Voting Securities must mirror other stockholder votes

Sale-of-control trigger 50% or more of outstanding shares Threshold at which CK Amarillo’s sale to a third party activates premium-sharing obligations

Amendment number Amendment No. 11 Latest amendment to the Schedule 13D relating to Hertz common stock

Event date August 20, 2026 Date of event requiring filing and date of the A&R Voting Agreement

Par value $0.01 per share Par value of Hertz common stock

Key Terms

A&R Voting Agreement, Excess Voting Securities, Market Price, broker non-vote, +1 more

5 terms

A&R Voting Agreement regulatory

"entered into an amended and restated voting agreement (the "A&R Voting Agreement")"

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.

broker non-vote regulatory

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

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.

Repurchase Programs financial

"stock repurchase programs authorized by the Company's board of directors in 2021 and 2022 (the "Repurchase Programs")"

FAQ

How much of Hertz Global Holdings (HTZ) does CK Amarillo and its group currently own?

The reporting group, including CK Amarillo and affiliates, reports beneficial ownership of 181,455,469 shares of Hertz common stock, representing 50.9% of the outstanding common stock, based on 356,451,393 shares outstanding as of July 30, 2026.

What is the A&R Voting Agreement disclosed for HTZ?

The A&R Voting Agreement dated August 20, 2026 between Hertz and CK Amarillo amends and restates a prior voting agreement and sets rules on how CK Amarillo votes its shares above a 45% voting power threshold, plus adds a sale-of-control premium-sharing provision.

How are CK Amarillo’s votes limited under the new HTZ voting agreement?

CK Amarillo agreed that any Excess Voting Securities it beneficially owns above 45% of Hertz’s total voting power will be voted in the same proportion as votes cast by other stockholders, excluding CK Amarillo and its affiliates and disregarding non-votes and broker non-votes.

What happens if CK Amarillo sells control of Hertz (HTZ)?

If CK Amarillo sells 50% or more of Hertz’s outstanding common shares to a third-party at a price above the defined Market Price, it must pay other common stockholders an amount equal to a formula based on the premium over Market Price and the percentage of shares sold.

When will the A&R Voting Agreement for HTZ terminate?

The A&R Voting Agreement terminates when (i) CK Amarillo and its affiliates collectively cease to beneficially own at least 45% of Hertz’s voting securities and (ii) the earlier of Hertz expending all funds authorized under, or terminating, its 2021 and 2022 stock repurchase programs.

Which entities are reporting persons in this HTZ Schedule 13D/A amendment?

Reporting persons include CK Amarillo, CK Amarillo GP, LLC, Certares Opportunities LLC, and Knighthead Capital Management, LLC, each reporting shared voting and dispositive power over 181,455,469 shares of Hertz common stock.

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Available on EDGAR 08/24/2026 - 04:06 PM Accepted by SEC EDGAR 08/24/2026 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Hertz Global Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

42806J700

(CUSIP Number)

Laura Torrado
c/o Knighthead Capital Management, LLC, 320 Park Avenue, 28th Floor
New York, NY, 10022
(212) 356-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 42806J700

1

Name of reporting person

CK Amarillo LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 181,455,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 181,455,469.00

11

Aggregate amount beneficially owned by each reporting person

181,455,469.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its quarterly report on Form 10-Q filed on August 6, 2026, reflecting 356,451,393 shares of Common Stock issued and outstanding as of July 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 42806J700

1

Name of reporting person

CK Amarillo GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 181,455,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 181,455,469.00

11

Aggregate amount beneficially owned by each reporting person

181,455,469.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.9 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its quarterly report on Form 10-Q filed on August 6, 2026, reflecting 356,451,393 shares of Common Stock issued and outstanding as of July 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 42806J700

1

Name of reporting person

Certares Opportunities LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 181,455,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 181,455,469.00

11

Aggregate amount beneficially owned by each reporting person

181,455,469.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.9 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its quarterly report on Form 10-Q filed on August 6, 2026, reflecting 356,451,393 shares of Common Stock issued and outstanding as of July 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 42806J700

1

Name of reporting person

Knighthead Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 181,455,469.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 181,455,469.00

11

Aggregate amount beneficially owned by each reporting person

181,455,469.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.9 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its quarterly report on Form 10-Q filed on August 6, 2026, reflecting 356,451,393 shares of Common Stock issued and outstanding as of July 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Hertz Global Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 8501 Williams Road, Estero, FLORIDA , 33928.
Item 1 Comment: The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. This Amendment No. 11 ("Amendment No. 11") amends the Schedule 13D filed with the SEC on July 12, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on November 16, 2021, Amendment No. 2, filed with the SEC on August 1, 2022, Amendment No. 3, filed with the SEC on October 28, 2022, Amendment No. 4, filed with the SEC on February 7, 2023, Amendment No. 5, filed with the SEC on April 27, 2023, Amendment No. 6, filed with the SEC on November 7, 2023, Amendment No. 7, filed with the SEC on July 2, 2024, Amendment No. 8, filed with the SEC on March 26, 2025, Amendment No. 9, filed with the SEC on March 2, 2026, and Amendment No. 10, filed with the SEC on August 10, 2026 (together with the Original Schedule 13D, the "Schedule 13D") relating to the Common Stock of Hertz Global Holdings, Inc., a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 11 have the meanings set forth in the Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Schedule 13D is amended as follows: On August 20, 2026, in connection with the settlement of the Cascia v. Farmer, et al. litigation, the Company entered into an amended and restated voting agreement (the "A&R Voting Agreement") with 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 purport to be complete and is qualified in its entirety by reference to the text of the A&R Voting Agreement, which is attached hereto as an exhibit to this Amendment No. 11 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	The information set forth in Item 7 of the Schedule 13D is amended as follows: Exhibit 99.3 A&R Voting Agreement, dated as of August 20, 2026, by and between the Issuer and CK Amarillo (incorporated by reference to Exhibit 10.1 to the Issuer's current report on Form 8-K filed with the SEC on August 20, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CK Amarillo LP

Signature:	/s/ Tom LaMacchia
Name/Title:	Tom LaMacchia, Authorized Signatory of CK Amarillo GP, LLC, General Partner of CK Amarillo LP
Date:	08/24/2026

Signature:	/s/ Laura Torrado
Name/Title:	Laura Torrado, Authorized Signatory of CK Amarillo GP, LLC, General Partner of CK Amarillo LP
Date:	08/24/2026

CK Amarillo GP, LLC

Signature:	/s/ Tom LaMacchia
Name/Title:	Tom LaMacchia, Authorized Signatory
Date:	08/24/2026

Signature:	/s/ Laura Torrado
Name/Title:	Laura Torrado, Authorized Signatory
Date:	08/24/2026

Certares Opportunities LLC

Signature:	/s/ Tom LaMacchia
Name/Title:	Tom LaMacchia, Managing Director & General Counsel, Certares Management LLC, Sole Member of Certares Opportunities LLC
Date:	08/24/2026

Knighthead Capital Management, LLC

Signature:	/s/ Laura Torrado
Name/Title:	Laura Torrado, General Counsel
Date:	08/24/2026