Hertz Corp. Files 8-K with Material Agreements & Equity Sales

TL;DR

Hertz dropped an 8-K: new deals, debt, and stock sales filed today.

AI Summary

Hertz Corp. filed an 8-K on September 29, 2025, disclosing several material events. These include entering into a definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant financial and corporate actions by Hertz, potentially impacting its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and financial obligations, which could introduce new risks or alter existing ones for the company.

Key Players & Entities

• HERTZ CORP (company) — Filer
• HERTZ GLOBAL HOLDINGS, INC (company) — Filer
• 0000950103-25-012441 (document_id) — Accession Number
• 20250929 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — Holdings, Inc. Common Stock Par value $0.01 per share HTZ The Nasdaq Stock Mark
• $13.61 — c. common stock at an exercise price of $13.61 per share, subject to adjustment HTZW
• $425,000,000 — tz Holdings"), completed an offering of $425,000,000 aggregate principal amount of its 5.500
• $50 million — option to purchase up to an additional $50 million principal amount of the Notes. The Not
• $1,000 — ock of the Company ("Common Stock") per $1,000 principal amount of Notes (equivalent t
• $9.24 — initial exchange price of approximately $9.24 per share of Common Stock). The initial
• $6.97 — a premium of approximately 32.5% to the $6.97 closing price of the Common Stock on th
• $13.94 — t to a cap, which is initially equal to $13.94 per share (and which represents a premi

Filing Documents

• dp235086_8k.htm (8-K) — 43KB
• dp235086_ex0401.htm (EX-4.1) — 990KB
• dp235086_ex1001.htm (EX-10.1) — 208KB
• image_007.jpg (GRAPHIC) — 2KB
• image_006.jpg (GRAPHIC) — 2KB
• image_005.jpg (GRAPHIC) — 2KB
• image_004.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 2KB
• image_002.jpg (GRAPHIC) — 3KB
• 0000950103-25-012441.txt ( ) — 1708KB
• htz-20250929.xsd (EX-101.SCH) — 3KB
• htz-20250929_def.xml (EX-101.DEF) — 27KB
• htz-20250929_lab.xml (EX-101.LAB) — 37KB
• htz-20250929_pre.xml (EX-101.PRE) — 26KB
• dp235086_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. Notes Indenture On September 29, 2025, The Hertz Corporation ("Hertz Corp."), the primary operating company and wholly-owned indirect subsidiary of Hertz Global Holdings, Inc. (the "Company" or "Hertz Holdings"), completed an offering of $425,000,000 aggregate principal amount of its 5.500% Exchangeable Senior Notes due 2030 (the "Notes"), which includes the exercise in full of the initial purchasers' option to purchase up to an additional $50 million principal amount of the Notes. The Notes were issued at par pursuant to an Indenture, dated as of September 29, 2025 (the "Notes Indenture"), among Hertz Corp., the guarantors named therein and Computershare Trust Company, N.A., as trustee. The Notes will bear interest at a rate of 5.500% per year payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Notes will mature on October 1, 2030, unless repurchased, redeemed or exchanged in accordance with their terms prior to maturity. The exchange rate will initially be 108.2808 shares of common stock of the Company ("Common Stock") per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $9.24 per share of Common Stock). The initial exchange price of the Notes represents a premium of approximately 32.5% to the $6.97 closing price of the Common Stock on the Nasdaq Global Select Market on September 24, 2025. Prior to July 1, 2030, the Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, the Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Notes will be exchangeable on the terms set forth in the Notes Indenture into cash, shares of Common Stock, or a combination thereof, at Hertz Corp.'s election. The exchange rate is subject to adjustment in some circumstances described

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under the heading "Notes Indenture" in Item 1.01 above is incorporated into this Item 3.02 by reference. The Notes were issued to the initial purchasers in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act") in transactions not involving any public offering, and the initial purchasers resold the Notes in reliance upon Rule 144A under the Securities Act to persons reasonably believed to be "qualified institutional buyers," as defined therein. Any shares of Common Stock that may be issued upon exchange of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 60,975,600 shares of Common Stock may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 143.4720 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 4.1 Indenture, dated September 29, 2025, by and among The Hertz Corporation, as Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee, governing the 5.500% Senior Notes due 2030 4.2 Form of 5.500% Senior Notes due 2030 (included in Exhibit 4.1) 10.1 Form of Capped Call Confirmation 104.1 Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: September 29, 2025

View Full Filing

View this 8-K filing on SEC EDGAR