BLAKE FRANCIS S reported acquisition or exercise transactions in this Form 4 filing.
Hertz Global Holdings director Francis S. Blake received a stock-based compensation grant. On June 30, 2026, he was awarded 5,519 shares of common stock at a reference price of $2.27 per share, issued as a phantom stock award in lieu of one-half of his quarterly cash retainer for the second quarter of 2026.
The award was fully vested on the grant date and will be settled in shares after he ceases to serve as a director. Following this grant, Blake directly holds 126,130 shares of Hertz common stock.
Hertz Global Holdings and The Hertz Corporation completed a financing deal involving new exchangeable debt and a related share offering structure. Hertz Corp. issued $350 million of 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030, with initial purchasers able to buy up to an additional $50 million. The notes pay interest partly in cash and partly by adding to principal, and can be exchanged into cash, stock, or a mix at Hertz Corp.’s election.
The initial exchange rate is 279.5248 shares per $1,000 of notes, subject to adjustment and a cap of 63,457,320 shares before shareholder approval. Based on a higher maximum exchange rate, initially up to 148,226,268 shares of common stock may be issued on exchange, or up to 169,401,449 shares if the option to sell additional notes is fully exercised. Separately, Hertz entered into an agreement under which underwriters sold 37,037,037 borrowed shares at $2.70 per share, with those shares loaned by the company under a secured share lending arrangement.
Hertz Global Holdings, Inc. is lending 37,037,037 shares of its common stock to J.P. Morgan Securities LLC for a concurrent public resale at $2.70 per share; Hertz will receive a nominal lending fee and will not receive proceeds from the resale.
The resale of the borrowed shares is contingent on the closing of a concurrent private offering by subsidiary The Hertz Corporation of up to $350.0 million (up to $400.0 million if the option is exercised) of Exchangeable Senior First‑Lien Secured PIK Notes due 2030. The notes have an initial exchange rate of 279.5248 shares per $1,000 principal (≈ $3.58 per share) and shares issuable on exchange are subject to a 19.9% cap of shares outstanding prior to the concurrent notes offering absent shareholder approval. Shares outstanding were 315,053,055 as of March 31, 2026.
Hertz Global Holdings announced two linked capital markets transactions. The company priced a SEC-registered offering of 37,037,037 shares of common stock at $2.70 per share. These shares are being lent to J.P. Morgan Securities LLC under a share lending agreement, and the underwriter or its affiliates will receive all offering proceeds, while Hertz only earns a nominal lending fee and will later receive the shares back.
Separately, Hertz’s subsidiary, The Hertz Corporation, priced $350 million aggregate principal amount of 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030, upsized from a previously announced $300 million. Estimated net proceeds are about $339.5 million (or $388.0 million if the option for an additional $50 million of notes is fully exercised), to be used to repay borrowings under its revolving credit facility and for general corporate purposes. The notes are exchangeable into cash, Hertz common stock, or a combination, at an initial exchange rate of 279.5248 shares per $1,000 principal (about $3.58 per share), with potential equity issuance capped at 19.9% of shares outstanding prior to the notes offering unless shareholders approve a larger issuance.
Hertz Global Holdings plans two linked financings. The company intends a SEC-registered offering of common stock with an aggregate public offering price of $100 million, using a share lending structure in which J.P. Morgan Securities LLC borrows the shares and receives all offering proceeds, paying Hertz only a nominal lending fee and later returning the shares.
Separately, wholly owned subsidiary The Hertz Corporation intends to offer $300 million in aggregate principal amount of Exchangeable Senior First-Lien Secured PIK Notes due 2030 in a private offering to qualified institutional buyers, with an option for purchasers to buy up to an additional $45 million of notes. Hertz Corp. plans to use net proceeds for general corporate purposes, which may include repaying outstanding debt. The notes will bear semiannual cash and PIK interest, be guaranteed and secured on a first-lien basis alongside existing first-lien debt, and be exchangeable into cash, Hertz common stock, or a combination, with stock issuance from exchanges capped at 19.9% of pre-offering shares unless shareholders approve a larger issuance.
Hertz Global Holdings, Inc. is registering $100,000,000 of common stock to be loaned to J.P. Morgan Securities LLC (the "share borrower") for sale as "borrowed shares." The company will receive no proceeds from those sales and will receive only a nominal lending fee. This offering of borrowed shares is contingent upon the closing of a concurrent private offering by The Hertz Corporation of up to $300.0 million aggregate principal amount of exchangeable notes due 2030. Shares outstanding were 315,053,055 as of March 31, 2026. The share loan permits the share borrower to create a short position to facilitate hedging transactions by note investors; the company cautions this may affect the market price of its common stock.
Hertz Global Holdings provided a preliminary update for its second quarter of 2026. The company expects fleet size, revenue, revenue per day (RPD) and rental days to align with or slightly exceed earlier expectations, helped by healthy demand and better-than-expected capacity utilization, with year-over-year RPD growth accelerating versus the first quarter.
However, unexpected softness in the used car market led to losses on vehicle sales in May 2026 compared with gains in April, pressuring net depreciation per unit (net DPU). Hertz now believes second quarter net DPU per month will be approximately $300, and it expects Adjusted Corporate EBITDA in a range of $50–$80 million, within margin expectations but toward the lower end of its prior second quarter range. Management emphasized these figures are unaudited, preliminary and subject to change once the quarter closes and normal accounting procedures are completed.
Hertz Global Holdings executive vice president and chief financial officer Scott Haralson reported a routine tax-related share disposition. On the vesting of restricted stock units granted on June 17, 2024, 149,961 shares of common stock were withheld at $4.83 per share to cover tax obligations. After this withholding, Haralson directly holds 1,435,994 shares of Hertz common stock, indicating this was a compensation and tax event rather than an open-market sale.
Hertz Global Holdings executive Michael S. Moore, EVP and Chief Operating Officer, reported a tax-related share disposition tied to restricted stock vesting. On June 14, 2026, 140,822 shares of common stock were withheld to satisfy tax withholding obligations from RSU vesting. After this non-market transaction, he directly holds 978,361 shares of Hertz common stock.
Hertz Global Holdings, Inc. and The Hertz Corporation disclosed that their subsidiary Hertz Vehicle Financing III LLC issued two new series of fixed-rate rental car asset backed notes to third-party investors. Each of the Series 2026-1 and Series 2026-2 offerings totals $500,000,000 in principal across Class A through Class E tranches.
Class A notes for both series are the largest tranches at $327,000,000 each, with interest rates of 5.09% for Series 2026-1 and 5.40% for Series 2026-2, and the lower classes carry higher interest rates and are subordinated to the more senior classes. Expected final payment dates range from November 2029 for Series 2026-1 to November 2031 for Series 2026-2, with legal final payment dates one year later.
HVF III is not required to repay principal until June 2029 for Series 2026-1 and June 2031 for Series 2026-2, after which principal is scheduled to amortize in six equal installments, subject to earlier repayment if amortization events occur. Net proceeds were used in part to repay HVF III’s Series 2021-A variable funding rental car asset backed notes, with remaining funds expected to support future vehicle acquisitions or refinancing for Hertz’s U.S. rental car fleet.