Form 8-K

8-K — HERTZ GLOBAL HOLDINGS, INC

Accession: 0001104659-26-077058

Filed: 2026-06-24

Period: 2026-06-24

CIK: 0001657853

SIC: 7510 (SERVICES-AUTO RENTAL & LEASING (NO DRIVERS))

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618731d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2618731d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2618731d1_ex99-2.htm)

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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): 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

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 ¨

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.

On June

24, 2026, concurrently with the announcement of an offering of Notes (as defined and described below), Hertz Global Holdings, Inc. (the

“Company,” “Hertz Holdings,” “we,” “us” or “our”) announced that it intends

to offer shares of its common stock, par value $0.01 per share (the “Common Stock”), at an aggregate price of $100 million

in a SEC-registered offering. Such shares (the “Borrowed

Shares”) will be loaned by the Company to J.P. Morgan Securities LLC (in such capacity, the “Share Borrower”), one of

the underwriters of the offering of the Borrowed Shares, pursuant to a share lending agreement. The Company has been informed by the Share

Borrower that it or one of its affiliates intends to sell the Borrowed Shares and use the resulting short position to facilitate transactions

by which investors in the Notes may hedge their investments through short sales or privately negotiated derivatives transactions. A copy

of the press release issued by the Company on June 24, 2026 announcing the offering of the Common Stock is furnished as Exhibit 99.1 hereto

and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01 and 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 Section 18 of the Exchange Act. The information in this Item 7.01 and Exhibit 99.1 hereto 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.

Item 8.01

Other Events

On June

24, 2026, the Company announced that its wholly-owned indirect subsidiary, The Hertz Corporation (“Hertz Corp.”), intends

to offer, subject to market and other conditions, $300 million in aggregate principal amount of Exchangeable Senior First-Lien Secured

PIK Notes due 2030 (the “Notes”), in private offerings exempt from the registration requirements of the Securities Act of

1933, as amended (the “Securities Act”). A copy of the press release issued by the Company on June 24, 2026 announcing the

offering of the Notes is filed as Exhibit 99.2 hereto and incorporated by reference herein.

This current

report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell

any securities.

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 the offering of

the Notes and the offering of the Common Stock described herein, 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 related to completion of the

offerings on the anticipated terms or at all, market conditions (including market interest rates) and the satisfaction of customary closing

conditions related to the offerings, unanticipated uses of capital and those in our risk factors that we identify in the offering documents

for these offerings and 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Press Release of Hertz Global Holdings, Inc. dated June 24, 2026 relating to the proposed offering of the Common Stock

99.2

Press Release of Hertz Global Holdings, Inc. dated June 24, 2026 relating to the proposed offering of the Notes

104.1

Cover page Interactive Data File (embedded within the Inline XBRL document)

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618731d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Press Release

Hertz Announces Proposed Offering of $100 Million

of Common Stock

ESTERO, Fla., June 24, 2026 -- Hertz Global Holdings,

Inc. (NASDAQ: HTZ) (“Hertz” or the “Company”), a leading global rental car company, today announced that it intends

to offer shares of its common stock, par value $0.01 per share, (the “Common Stock”) at an aggregate public offering price

of $100 million in a SEC-registered offering. Such shares (the “Borrowed Shares”) will be loaned by the Company to J.P. Morgan

Securities LLC (in such capacity, the “Share Borrower”), one of the underwriters of the offering of the Borrowed Shares, pursuant

to a share lending agreement. The Share Borrower or its affiliates will receive all of the proceeds of the offering of Borrowed Shares

and neither the Company nor The Hertz Corporation, the Company’s wholly-owned indirect subsidiary (the “Hertz Corp.”),

will receive any of the proceeds of the offering, but the Share Borrower will pay the Company a nominal lending fee for the use of the

Borrowed Shares pursuant to the share lending agreement. The Share Borrower will be required to return the Borrowed Shares (or identical

shares of Common Stock) to the Company pursuant to the terms of the share lending agreement. The Company has been informed by the Share

Borrower that it or one of its affiliates intends to sell the Borrowed Shares and use the resulting short position to facilitate transactions

by which investors in the Notes (as defined below) may hedge their investments through short sales or privately negotiated derivatives

transactions. The activity described above could affect the market price of the Common Stock otherwise prevailing from time to time. The

offering of the Borrowed Shares is contingent upon the closing of a private offering of the Exchangeable Senior First-Lien Secured PIK

Notes due 2030 (the “Notes”) that Hertz Corp. intends to offer, subject to market and other conditions, in a private placement

to qualifying investors. The private offering of the Notes is not contingent upon the closing of the offering of the Borrowed Shares.

The offering of the Borrowed Shares will be made

by means of a prospectus. Copies of the prospectus may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,

1155 Long Island Avenue, Edgewood, New York 11717, telephone 1-866-803-9204.

This press release is not an offer to sell or

purchase or a solicitation of an offer to sell or purchase the Borrowed Shares or the Notes, and does not constitute an offer, solicitation

or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

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.

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 positioning,

strategy, vision, forward looking investments, conditions in the travel industry, our financial and operational condition, our sources

of liquidity, the proposed offering of the Borrowed Shares, the proposed offering of the Notes and the anticipated completion and timing

of the offering. 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 related to completion of

the offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the

offering, unanticipated uses of capital and those in our risk factors that we identify in the prospectus for the offerings and our most

recent annual report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission 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.

Contact

Hertz Investor Relations: investorrelations@hertz.com,

Hertz Media Relations: Mediarelations@hertz.com

###

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2618731d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

Press Release

Hertz Announces Proposed Offering of $300 Million

of Exchangeable Senior First-Lien Secured PIK Notes

ESTERO, Fla., June 24, 2026 -- Hertz Global Holdings,

Inc. (NASDAQ: HTZ) (“Hertz” or the “Company”), a leading global rental car company, today announced that its wholly-owned

indirect subsidiary, The Hertz Corporation (“Hertz Corp.”), intends to offer, subject to market and other conditions, $300

million in aggregate principal amount of Exchangeable Senior First-Lien Secured PIK Notes due 2030 (the “Notes”) in a private

offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as

amended (the “Securities Act”). Hertz Corp. also expects to grant the initial purchasers of the Notes an option to purchase,

for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million in

aggregate principal amount of Notes.

Hertz Corp. intends to use the net proceeds received

from the offering of the Notes for general corporate purposes, which may include the repayment of outstanding indebtedness.

The Notes will bear interest from, and including,

the issue date of the Notes, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. Each

payment of interest on the Notes (excluding any additional interest, special interest and default interest) will consist of (i) a portion

to be paid in cash and (ii) a portion to be paid in the form of PIK interest. The interest rate, exchange rate and certain other terms

of the Notes will be determined by negotiations between Hertz Corp. and the initial purchasers of the Notes. The Notes will mature on

July 1, 2030, unless earlier repurchased, redeemed or exchanged in accordance with their terms prior to maturity. 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 indenture governing the Notes into cash, shares of the Company’s common stock, par value

$0.01 per share (the “Common Stock”), or a combination thereof, at Hertz Corp.’s election. The aggregate number of shares

of Common Stock that may be issued upon exchange of the Notes may not exceed 19.9% of the number of shares of Common Stock outstanding

prior to the offering of the Notes unless and until the shareholders of the Company approve such issuance.

Holders of the Notes will have the right to require

Hertz Corp. to repurchase all or a portion of their Notes at 100% of their capitalized principal amount of the Notes plus accrued

and unpaid cash interest to, but excluding, the date of such repurchase, upon the occurrence of certain corporate events constituting

a “fundamental change” as defined in the indenture governing the Notes. Hertz Corp. may not redeem the Notes prior to January

6, 2029. On or after January 6, 2029 and on or prior to the 31st scheduled trading day immediately preceding the maturity date, if the

last reported sale price per share of Common Stock has been at least 130% of the exchange price for the Notes for certain specified periods,

and certain other conditions are satisfied, Hertz Corp. may redeem all or any portion (subject to certain limitations) of the Notes at

a cash redemption price equal to 100% of the capitalized principal amount of the Notes to be redeemed plus accrued and unpaid cash

interest to, but excluding, the date of such redemption.

The Notes are expected to be guaranteed by the

Company, Rental Car Intermediate Holdings, LLC, Hertz Corp.’s direct parent company, and each of Hertz Corp.’s existing domestic

subsidiaries and future restricted subsidiaries that guarantee indebtedness under Hertz Corp.’s first lien credit facilities or

certain other indebtedness for borrowed money. The Notes and the related guarantees (other than the guarantee by the Company) are expected

to be secured (subject to certain exceptions and permitted liens) on a first-lien basis by the same assets (other than certain excluded

property) that secure indebtedness under Hertz Corp.’s first lien credit facilities and existing first lien secured notes, and are

therefore expected to be effectively pari passu with indebtedness under Hertz Corp.’s first lien credit facilities and existing

first lien secured notes.

The Notes and the related guarantees will be offered

and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The

Notes, the related guarantees and any shares of Common Stock issuable upon exchange of the Notes have not been and will not be registered

under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration

or an applicable exemption from the registration requirements under the Securities Act and the securities laws of any other jurisdiction.

Concurrently with the offering of the Notes, Hertz

also announced today by separate press release that Hertz has commenced a separate registered public offering of $100 million of the Common

Stock. Such shares (the “Borrowed Shares”) will be loaned by Hertz to a financial institution (the “Share Borrower”),

acting as an underwriter in the offering of the Borrowed Shares, pursuant to a share lending agreement. The Share Borrower or its affiliates

will receive all of the proceeds of the concurrent offering of Borrowed Shares and neither Hertz nor Hertz Corp. will receive any of the

proceeds of that offering, but the Share Borrower will pay Hertz a nominal lending fee for the use of the Borrowed Shares pursuant to

the share lending agreement. The Share Borrower will be required to return the Borrowed Shares (or identical shares of Common Stock) to

the Company pursuant to the terms of the share lending agreement. Hertz has been informed by the Share Borrower that it or one of its

affiliates intends to sell the Borrowed Shares and use the resulting short position to facilitate transactions by which investors in the

Notes may hedge their investments through short sales or privately negotiated derivatives transactions. The activity described above could

affect the market price of the Common Stock or the Notes otherwise prevailing from time to time.

This press release is not an offer to sell or

purchase, or a solicitation of an offer to sell or purchase, the Notes, the related guarantees, the shares of Common Stock issuable upon

exchange of the Notes or the Borrowed Shares and does not constitute an offer, solicitation or sale in any state or jurisdiction in which,

or to any person to whom such an offer, solicitation or sale would be unlawful.

The concurrent offering of the Borrowed Shares is contingent upon the

closing of the offering of the Notes, but the offering of the Notes is not contingent upon the closing of the concurrent offering of the

Borrowed

Shares.

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.

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 positioning,

strategy, vision, forward looking investments, conditions in the travel industry, our financial and operational condition, our sources

of liquidity, the proposed offering of the Notes, the proposed offering of the Borrowed Shares, the anticipated terms of the Notes and

Hertz Corp.’s expected use of proceeds from the proposed offering. 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 related to completion of the offering on the anticipated terms or at all, market conditions (including market

interest rates) and the satisfaction of customary closing conditions related to the offering, unanticipated uses of capital and those

in our risk factors that we identify in the offering memorandum for the offering and our most recent annual report on Form 10-K for the

year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission 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.

Contact

Hertz Investor Relations: investorrelations@hertz.com,

Hertz Media Relations: Mediarelations@hertz.com

###

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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