Hertz Global Holdings Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$HTZ
Rental/Leasing Companies
Consumer Discretionary
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): May 28, 2026
THE HERTZ CORP ORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) | ||||||||||||||
| Not Applicable | ||||||||||||||
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| (Former name, former address and former fiscal year, 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:
| 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. | Par value $0.01 per share | ||||||||||||||||||||||
| Hertz Global Holdings, Inc. | Each exercisable for one share of Hertz Global Holdings, Inc. common stock at an exercise price of $13.61 per share, subject to adjustment | ||||||||||||||||||||||
| 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. o
Item 1.01 Entry into a Material Definitive Agreement.
HVF III Rental Car Asset Backed Note Offerings
On May 28, 2026, Hertz Vehicle Financing III LLC (“HVF III”), a wholly-owned, special-purpose and bankruptcy remote subsidiary of The Hertz Corporation (“THC”), issued two series of notes to unaffiliated third parties: (1) the Series 2026-1 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C, Class D, and Class E, in an aggregate principal amount equal to $500,000,000, pursuant to the Series 2026-1 Supplement (the “Series 2026-1 Supplement”), dated as of May 28, 2026, among HVF III, as issuer, THC, as administrator, and The Bank of New York Mellon Trust Company, N.A. (“BNYM”), as trustee, to the Base Indenture (the “Base Indenture”), dated as of June 29, 2021, which was previously filed as Exhibit 10.7 to the Current Report on Form 8-K filed on July 7, 2021; and (2) the Series 2026-2 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C, Class D, and Class E, in an aggregate principal amount equal to $500,000,000, pursuant to the Series 2026-2 Supplement (the “Series 2026-2 Supplement”), dated as of May 28, 2026, among HVF III, as issuer, THC, as administrator, and BNYM, as trustee, to the Base Indenture.
The Series 2026-1 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C, Class D, and Class E (collectively, the “Series 2026-1 Notes”) and the Series 2026-2 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C, Class D, and Class E (collectively, the “Series 2026-2 Notes”) are described together below as the “Series 2026 Notes.”
THC utilizes the HVF III securitization platform, which consists of both variable funding notes and medium-term notes, such as the Series 2026 Notes issued in the offerings described herein, to finance its U.S. rental car fleet. Subject to certain conditions, additional notes may be issued in the future under the Base Indenture.
The Series 2026 Notes were issued with the following terms:
| Notes Issued | Principal | Interest Rate | Expected Final Payment Date | Legal Final Payment Date | |||||||||||||||||||
| Series 2026-1 | |||||||||||||||||||||||
| Class A | $ | 327,000,000 | 5.09% | November 2029 | November 2030 | ||||||||||||||||||
| Class B | $ | 48,000,000 | 5.67% | November 2029 | November 2030 | ||||||||||||||||||
| Class C | $ | 64,000,000 | 6.45% | November 2029 | November 2030 | ||||||||||||||||||
| Class D | $ | 38,000,000 | 7.91% | November 2029 | November 2030 | ||||||||||||||||||
| Class E | $ | 23,000,000 | 9.64% | November 2029 | November 2030 | ||||||||||||||||||
| Series 2026-2 | |||||||||||||||||||||||
| Class A | $ | 327,000,000 | 5.40% | November 2031 | November 2032 | ||||||||||||||||||
| Class B | $ | 48,000,000 | 6.08% | November 2031 | November 2032 | ||||||||||||||||||
| Class C | $ | 64,000,000 | 6.76% | November 2031 | November 2032 | ||||||||||||||||||
| Class D | $ | 38,000,000 | 8.60% | November 2031 | November 2032 | ||||||||||||||||||
| Class E | $ | 23,000,000 | 10.67% | November 2031 | November 2032 | ||||||||||||||||||
The Series 2026-1 Class B Notes are subordinated to the Series 2026-1 Class A Notes. The Series 2026-1 Class C Notes are subordinated to the Series 2026-1 Class A Notes and the Series 2026-1 Class B Notes. The Series 2026-1 Class D Notes are subordinated to the Series 2026-1 Class A Notes, the Series 2026-1 Class B Notes, and the Series 2026-1 Class C Notes. The Series 2026-1 Class E Notes are subordinated to the Series 2026-1 Class A Notes, the Series 2026-1 Class B Notes, the Series 2026-1 Class C Notes, and the Series 2026-1 Class D Notes.
The Series 2026-2 Class B Notes are subordinated to the Series 2026-2 Class A Notes. The Series 2026-2 Class C Notes are subordinated to the Series 2026-2 Class A Notes and the Series 2026-2 Class B Notes. The Series 2026-2 Class D Notes are subordinated to the Series 2026-2 Class A Notes, the Series 2026-2 Class B Notes, and the Series 2026-2 Class C Notes. The Series 2026-2 Class E Notes are subordinated to the Series 2026-2 Class A Notes, the Series 2026-2 Class B Notes, the Series 2026-2 Class C Notes, and the Series 2026-2 Class D Notes.
Unless an amortization event occurs, HVF III is not required to make any principal payments on (i) the Series 2026-1 Notes until June 2029 and (ii) the Series 2026-2 Notes until June 2031. Beginning in June 2029 for the Series 2026-1 Notes and June 2031 for the Series 2026-2 Notes, HVF III is expected to make a payment equal to one-sixth of the initial principal amount until repayment is made in full on the applicable legal final payment date for such series of notes in November 2030 and November 2032, respectively.
The occurrence and continuation of an amortization event related to the Series 2026 Notes may result in HVF III being required to pay principal on the Series 2026 Notes earlier than anticipated. Amortization events include, among other things, the failure to pay principal or interest in a timely manner, the failure to maintain sufficient assets compared to the outstanding amount
of debt, the failure to maintain sufficient liquidity in the form of reserve accounts or letters of credit, the presence of certain liens on HVF III’s assets, any misrepresentations by HVF III, any covenant defaults and defaults by either HVF III or THC, as administrator of HVF III under the Administration Agreement, dated as of June 29, 2021, which was previously filed as Exhibit 10.9 to the Current Report on Form 8-K filed on July 7, 2021. In the event that one or more amortization events occurs and is continuing, holders of the Series 2026 Notes may force HVF III or BNYM on their behalf to sell vehicles and, if a default occurs under the Master Motor Vehicle Operating Lease and Servicing Agreement (HVF III) (the “Lease”), dated as of June 29, 2021, which was previously filed as Exhibit 10.8 to the Current Report on Form 8-K filed on July 7, 2021, the holders of the Series 2026 Notes may force THC and/or DTG Operations, Inc., a wholly-owned indirect subsidiary of THC, each as a lessee under the Lease, to return vehicles for sale by HVF III. Proceeds of any such sales made during the enforcement of remedies are required to repay the Series 2026 Notes and any notes issued by HVF III in the future.
The net proceeds of the Series 2026 Notes were used in part to repay the amounts outstanding on HVF III’s Series 2021-A Variable Funding Rental Car Asset Backed Notes. Remaining funds are expected to be used for the future acquisition or refinancing of eligible vehicles to be leased under the Lease or, in certain circumstances, any excess of the proceeds could be distributed by HVF III to THC, as its parent.
The foregoing descriptions of the Series 2026 Notes are qualified in their entirety by reference to the complete terms and conditions of the Series 2026-1 Supplement and the Series 2026-2 Supplement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated by reference herein.
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 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104.1 | Cover page Interactive Date 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) | ||||||||
| Date: June 2, 2026 | By: | /s/ Scott M. Haralson | ||||||
Name: | Scott M. Haralson | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||