{"url_path":"/sec/htz/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1657853/0001104659-26-078857-index.html","accession_number":"0001104659-26-078857","cik":"0001657853","ticker":"HTZ","issuer_name":"HERTZ GLOBAL HOLDINGS, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1657853/0001104659-26-078857-index.html","primary_entity_key":"0001657853","primary_entity_name":"HERTZ GLOBAL HOLDINGS, INC"},"word_count":1163,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n \n\n**Exchangeable Notes Indenture**\n\n \n\nOn June 29, 2026, The Hertz Corporation (“Hertz\nCorp.”), a subsidiary of Hertz Global Holdings, Inc. (the “Company”), completed an offering of $350,000,000 aggregate\nprincipal amount of its 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030 (the “Exchangeable Notes”). The initial\npurchasers of the Exchangeable Notes have the option to purchase up to an additional $50,000,000 aggregate principal amount of the Exchangeable\nNotes for settlement within a period of 13 days from, and including, the date the Exchangeable Notes are first issued.\n\n \n\nThe Exchangeable Notes were issued at par pursuant\nto an Indenture, dated as of June 29, 2026 (the “Exchangeable Notes Indenture”), among Hertz Corp., the guarantors named therein\nand Computershare Trust Company, N.A., as trustee and as collateral agent. The Exchangeable Notes will bear interest at a rate of 6.75%\nper year payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. Each payment of interest\n(excluding any additional interest, special interest and default interest) will consist of (i) a portion to be paid in cash at the rate\nof 3.375% per annum and (ii) a portion to be paid in the form of PIK interest at the rate of 3.375% per annum. The Exchangeable Notes\nwill mature on July 1, 2030, unless repurchased, redeemed or exchanged in accordance with their terms prior to maturity.\n\n \n\nThe exchange rate will initially be 279.5248 shares\nof common stock of the Company, par value $0.01 (“Common Stock”), per $1,000 capitalized principal amount of Exchangeable\nNotes (equivalent to an initial exchange price of approximately $3.58 per share of Common Stock). The initial exchange price of the Exchangeable\nNotes represents a premium of approximately 32.5% to the public offering price in the concurrent offering of Borrowed Shares (as defined\nbelow). The Exchangeable Notes will be exchangeable at any time prior to the close of business on the second scheduled trading day immediately\npreceding the maturity date on the terms set forth in the Exchangeable Notes Indenture into cash, shares of Common Stock, or a combination\nthereof, at Hertz Corp.’s election. In no event will Hertz Corp. be entitled to elect a settlement method with respect to any exchange\nthat would result in the aggregate number of shares of Common Stock issued upon exchange on or prior to the shareholder approval date\n(as defined in the Exchangeable Notes Indenture) exceeding an aggregate share cap of 63,457,320 shares, subject to adjustment. The exchange\nrate is subject to adjustment in some circumstances described in the Exchangeable Notes Indenture. In addition, following certain corporate\nevents that occur prior to the maturity date or Hertz Corp.’s delivery of a notice of redemption, Hertz Corp. will increase, in\ncertain circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such a corporate\nevent or elects to exchange its Exchangeable Notes called for redemption in connection with such notice of redemption, as the case may\nbe.\n\n \n\nHolders of the Exchangeable Notes will have the\nright to require Hertz Corp. to repurchase all or a portion of their Exchangeable Notes at 100% of their capitalized principal amount\nplus accrued and unpaid cash interest to, but excluding, the date of such repurchase, upon the occurrence of certain corporate events\nconstituting a “fundamental change” as defined in the Exchangeable Notes Indenture. Hertz Corp. may not redeem the Exchangeable\nNotes prior to January 6, 2029. On or after January 6, 2029 and on or prior to the 31st scheduled trading day immediately preceding the\nmaturity date, if the last reported sale price per share of Common Stock exceeds 130% of the exchange price for the Exchangeable Notes\nfor certain specified periods, Hertz Corp. may redeem all or any portion (subject to certain limitations) of the Exchangeable Notes at\na cash redemption price equal to the capitalized principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid cash\ninterest on such Exchangeable Notes to, but not including, the redemption date.\n\n \n\nThe Exchangeable Notes are fully and unconditionally\nguaranteed, jointly and severally, on a senior unsecured basis by the Company and on a senior first-lien secured basis by the subsidiary\nguarantors. The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees\nmay be automatically released without the consent of the holders of the Exchangeable Notes.\n\n \n\n \n\n \n\n \n\nThe Exchangeable Notes and the guarantees will\nbe Hertz Corp.’s and each subsidiary guarantor’s senior, first-lien secured obligations, and the Company’s senior, unsecured\nobligations, and will be equal in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness\nthat is not expressly subordinated to the Exchangeable Notes and the guarantees, senior in right of payment to the Company’s and\nthe guarantors’ existing and future indebtedness that is expressly subordinated to the Exchangeable Notes or the guarantees, as\napplicable, *pari passu* with Hertz Corp.’s and the subsidiary guarantors’ future indebtedness secured\nby first-priority liens on the collateral securing the Exchangeable Notes and guarantees and effectively senior to the Company’s,\nHertz Corp.’s and the subsidiary guarantors’ future unsecured indebtedness and future indebtedness secured by liens junior\nto the liens on the collateral securing the Exchangeable Notes and the guarantees, in each case to the extent of the value of the collateral\nsecuring the Exchangeable Notes and the guarantees. The Exchangeable Notes and the guarantees are structurally subordinated to all existing\nand future indebtedness and other liabilities, including trade payables, and (to the extent Hertz Corp. or a guarantor, as applicable,\nis not a holder thereof) preferred equity, if any, of the Company’s or that guarantor’s subsidiaries (other than Hertz Corp.)\nthat do not guarantee the Exchangeable Notes and effectively subordinated to the Company’s and the guarantors’ existing and\nfuture indebtedness secured by liens on assets that do not constitute a part of the collateral to the extent of the value of such assets\n(and in the case of us, any existing and future indebtedness secured by liens).\n\n \n\nThe Exchangeable Notes Indenture contains high\nyield covenants limiting the ability of Hertz Corp. and its restricted subsidiaries to: incur or guarantee additional indebtedness;\nincur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain\ninvestments or other restricted payments; sell assets; transfer intellectual property to unrestricted subsidiaries; merge\nor consolidate or sell all or substantially all of their assets; and create restrictions on the ability of Hertz Corp.’s restricted\nsubsidiaries to pay dividends or other amounts to Hertz Corp. These covenants are subject to a number of important and significant limitations,\nqualifications and exceptions.\n\n \n\nThe Exchangeable Notes Indenture also contains\ncustomary events of default, all as described in the Exchangeable Notes Indenture.\n\n \n\nThe foregoing description is qualified in its\nentirety by reference to the Exchangeable Notes Indenture and the form of Exchangeable Note included therein, which are filed herewith\nas Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference."}