UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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. | ||||||
| Hertz Global Holdings, Inc. | ||||||
| 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. ¨
| Item 8.01 | Other Events. |
On September 25, 2025, Hertz Corp. issued a press release to announce the pricing of $375 million aggregate principal amount of its 5.500% Exchangeable Senior Notes due 2030 (the “Notes”). Hertz Corp. also granted the initial purchasers of the Notes an option to purchase up to an additional $50 million aggregate principal amount of Notes for settlement within a 13-day period beginning on, and including, the initial closing date. The aggregate principal amount of the offering was increased from the previously announced offering size of $250 million.
Hertz Corp. estimates that the net proceeds from the issuance of the Notes, after deducting the initial purchasers’ discount and estimated offering expenses payable by Hertz Corp., will be approximately $360.13 million (or approximately $408.38 million if the initial purchasers exercise in full their option to purchase additional Notes). Hertz Corp. intends to use approximately $33.26 million of the net proceeds from the issuance of the Notes to fund the cost of entering into the capped call transactions described below. Hertz Corp. intends to use $300 million of the net proceeds from the issuance of the Notes to fund the partial redemption or repurchase of its outstanding Senior Notes due 2026 on or before December 31, 2025 and to use the remaining net proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness. If the initial purchasers exercise their option to purchase additional Notes, then Hertz Corp. intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions and apply the remainder towards general corporate purposes, which may include the repayment of outstanding indebtedness.
A copy of the press release issued by the Company announcing the pricing of the offering is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The Notes and the guarantees of the Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes, the guarantees of the Notes and any shares of the common stock of the Company 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.
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 described herein, the anticipated completion and timing of the offering, Hertz Corp.’s expected use of proceeds from the offering, our positioning, strategy, vision, forward looking investments, conditions in the travel industry, 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 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, 2024, as filed with the SEC on February 18, 2025, 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 September 25, 2025 relating to the Pricing 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: September 25, 2025