HTZ

• CK Amarillo must vote its 'Excess Voting Securities' (holdings above 45% of total voting power) in proportion to all other votes cast, with its non-excess shares voted at its discretion.
• The agreement adds a sale-of-control provision requiring CK Amarillo to pay other common stockholders a per-share amount if it sells 50% or more of outstanding shares above the Market Price.
• The agreement terminates when CK Amarillo's beneficial ownership falls below 45% of outstanding Voting Securities and the earlier of completion or termination of the 2021 and 2022 stock repurchase programs.
• The agreement was made in connection with settlement of the Cascia v. Farmer, et al. litigation.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• GAAP net income was $64 million, with diluted EPS of $0.05; adjusted net loss was $47 million, adjusted diluted EPS was $(0.11).
• Adjusted Corporate EBITDA was $81 million, a $63 million year-over-year improvement, above the top end of revised guidance.
• Total RPD was $61.98, up 9% year over year; Total RPU was $1,542, up 8%.
• Full-year RPU expected to trend above North Star target of $1,500; Net DPU target of at or below $300 for full year.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The company notified the warrant agent that an anti-dilution provision requires adjustment of the public warrants' exercise price and warrant number.
• The public warrant exercise price decreased from $13.61 to $12.81 per share.
• The number of common shares issuable per public warrant increased from 1.0140 to 1.0772 shares.
• The adjustment was reported under Item 8.01 as an other event, not tied to a primary corporate action like earnings or M&A.

8.01 Other Events

• The notes are exchangeable into Hertz Global Holdings common stock at an initial exchange price of approximately $3.58 per share, a 32.5% premium to the $2.70 per share public offering price of the concurrent common stock offering.
• Hertz Global Holdings entered into an underwriting agreement with J.P. Morgan Securities LLC and Barclays Capital Inc. for the sale of 37,037,037 shares of common stock at $2.70 per share, which were loaned to J.P. Morgan under a share lending agreement.
• The notes mature on July 1, 2030, bear interest at 6.75% per year (half cash, half PIK), and are guaranteed on a senior first-lien secured basis by subsidiary guarantors and on a senior unsecured basis by Hertz Global Holdings.
• The share loan terminates on the earliest of October 1, 2030, three months after no exchangeable notes remain outstanding, or upon mutual agreement or default.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The Hertz Corporation priced $350 million aggregate principal amount of 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030, upsized from $300 million, with an option for an additional $50 million.
• Net proceeds from the notes are estimated at approximately $339.5 million (or $388.0 million if the option is fully exercised) and will be used to repay revolving credit facility borrowings 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 (initial exchange price ~$3.58 per share), a ~32.5% premium to the stock offering price.
• The share loan offering is contingent on the closing of the notes offering, and the notes offering is expected to close on or about June 29, 2026.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Fleet size, revenue, RPD, and rental days are expected to align with or slightly exceed previous expectations due to healthy demand and better capacity utilization.
• Unexpected softness in the used car market led to losses on vehicle sales in May 2026, compared to gains in April 2026.
• The company now expects Q2 net DPU per month to be approximately $300.
• Adjusted Corporate EBITDA is expected to be in the $50-$80 million range, within margin expectations but towards the lower end of the Q2 range.

7.01 Regulation FD Disclosure

• Hertz also announced a separate SEC-registered offering of $100 million of its common stock, with shares loaned to J.P. Morgan Securities LLC under a share lending agreement.
• The company will not receive proceeds from the common stock offering; the share borrower will pay a nominal lending fee and must return the borrowed shares.
• The notes will mature on July 1, 2030, bear interest payable semi-annually in cash and PIK, and are exchangeable into cash, common stock, or a combination at Hertz Corp.'s election.
• The common stock offering is contingent on the closing of the notes offering, but the notes offering is not contingent on the common stock offering.
• The notes offering is expected to be guaranteed by Hertz and certain subsidiaries and secured on a first-lien basis, pari passu with existing first-lien debt.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On May 28, 2026, Hertz Vehicle Financing III LLC issued $500 million each of Series 2026-1 and Series 2026-2 fixed-rate rental car asset-backed notes.
• Proceeds were used in part to repay outstanding Series 2021-A variable funding notes, with remaining funds for future vehicle acquisition or refinancing.
• The notes are secured by rental car assets and are subject to subordination among classes and potential early amortization events.
• The offerings are part of Hertz's HVF III securitization platform to finance its U.S. rental car fleet.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits