{"url_path":"/sec/htz/8-k/2026-06-29/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 **","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":212,"has_tables":true,"body_markdown":"**Item 3.02**\n**Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth under the heading “Exchangeable\nNotes Indenture” in Item 1.01 above is incorporated into this Item 3.02 by reference. The Exchangeable Notes were issued to\nthe initial purchasers in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”)\nin transactions not involving any public offering, and the initial purchasers resold the Exchangeable Notes in reliance upon Rule\n144A under the Securities Act to persons reasonably believed to be “qualified institutional buyers,” as defined\ntherein. Any shares of Common Stock that may be issued upon exchange of the Exchangeable Notes will be issued in reliance upon Section\n3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum\nof 148,226,268 shares of Common Stock may be issued upon exchange of the Exchangeable Notes, based on the initial maximum exchange rate\nof 370.3703 shares of Common Stock per $1,000 capitalized principal amount of Exchangeable Notes, which is subject to customary anti-dilution\nadjustment provisions. If the initial purchasers of the Exchangeable Notes exercise their right to purchase additional Exchangeable Notes\nin full, then a maximum of 169,401,449 shares of Common Stock may be issued upon exchange of the Exchangeable Notes."}