{"url_path":"/sec/htz/8-k/2026-06-29/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","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":1072,"has_tables":true,"body_markdown":"**Item 8.01**\n**Other Events.**\n\n \n\nOn June 24, 2026, the\nCompany entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Barclays\nCapital Inc. (the “Underwriters”) for the sale by the Underwriters of 37,037,037 shares of Common Stock at\na public offering price of $2.70 per share. Such shares of Common Stock (the “Borrowed Shares”) were loaned by the Company\nto J.P. Morgan Securities LLC (in such capacity, the “Share Borrower”), one of the underwriters of the offering of the Borrowed\nShares, pursuant to the share lending agreement, dated June 24, 2026 (the “Share Lending Agreement”), by and between the Company and the Share Borrower.\n\n \n\nThe Company has filed\nwith the Securities and Exchange Commission a prospectus dated June 24, 2026, which forms a part of the Company’s Registration Statement\non Form S-3 (File No. 333-296989) (the “Registration Statement”) in connection with the public offering\nof the Common Stock.\n\n \n\nThe Underwriting Agreement\ncontains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company\nhas agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute\nto payments the Underwriters may be required to make because of any of those liabilities.\n\n \n\nThe share loan under\nthe Share Lending Agreement will terminate, and the Borrowed Shares must be returned to the Company within five business days of such\ntermination (subject to the Share Borrower’s right to extend the settlement due date of the Borrowed Shares in certain circumstances),\nunder the following circumstances:\n\n \n\n·the Share Borrower may terminate all or any portion of the loan at any time; and\n\n   \n\n·on the earliest to occur of (i) October 1, 2030; (ii) the date that is three months after the first date following the closing date\nof the Exchangeable Notes offering when none of the Exchangeable Notes remains outstanding; and (iii) the date, if any, on which the Share\nLending Agreement is terminated by the parties upon mutual agreement or by one party upon a default with respect to the other party.\n\n   \n\nAll shares that the Company\nloans to the Share Borrower will be issued and outstanding for corporate law purposes and, accordingly, the holders of the Borrowed Shares\nwill have all of the rights of a holder of the shares, including the right to vote the shares on all matters submitted to a vote of the\nCompany’s shareholders and the right to receive any dividends or other distributions that the Company may pay or make on the outstanding\nshares of Common Stock. However, under the Share Lending Agreement, the Share Borrower agrees:\n\n \n\n·to pay to the Company an amount equal to cash dividends, if any, that the Company pays on the Borrowed Shares; and\n\n   \n\n·in the event of any other distribution on the Borrowed Shares, other than in a liquidation or a reorganization in bankruptcy and other\nthan shares of Common Stock, to either (i) deliver such distribution to the Company in kind or (ii) elect that the number of loaned shares\noutstanding under the Share Lending Agreement shall be deemed adjusted in the same manner as the exchange rate of the Exchangeable Notes.\n\n \n\nUnder the Share Lending\nAgreement, the Share Borrower has agreed to post and maintain with JPMorgan Chase Bank, National Association, New York Branch, collateral\nin the form of cash or certain eligible non-cash collateral with a market value at least equal to the market value of the Borrowed Shares\nas security for the obligation of the Share Borrower to return the Borrowed Shares to the Company when required under the terms of the\nShare Lending Agreement. In certain limited circumstances, primarily if the Share Borrower defaults under the Share Lending Agreement\nand is prohibited by law or court order from returning the Borrowed Shares, the Company may elect to receive a distribution of the posted\ncollateral in lieu of the delivery of the shares.\n\n \n\nIf the Company defaults\nunder the Share Lending Agreement, the Share Borrower may elect to deliver the posted collateral to the Company in lieu of the delivery\nof the shares.\n\n \n\nThe foregoing\ndescription is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is\nattached as Exhibit 1.1, and the Share Lending Agreement, which is attached as Exhibit 10.1, to this Current Report on Form 8-K and\nare incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nAn opinion regarding\nthe legality of the issuance and sale of the Common Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K and\nis incorporated by reference into the Registration Statement; and a consent relating to such incorporation of such opinion is incorporated\nby reference into the Registration Statement and is being filed as Exhibit 23.1 to this Current Report on Form 8-K by reference to its\ninclusion within Exhibit 5.1.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains\n“forward-looking statements” within the meaning of the federal securities laws. Words such as “expect,”\n“will” and “intend” and similar expressions identify forward-looking statements, which include but are not\nlimited to statements related to the offering of the Exchangeable Notes and the offering of the Common Stock described herein, our\nexpectations with respect to the quarter ended June 30, 2026, our ability to achieve the cost savings and revenue enhancements from\nour profitability initiatives and other operational programs, our positioning, strategy, vision, forward looking investments,\nconditions in the travel industry, our contingent liabilities and our financial and operational condition. We caution you that these\nstatements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be\nable to accurately predict or assess, including risks and uncertainties related to completion of the offerings on the anticipated\nterms or at all, market conditions (including market interest rates) and the satisfaction of customary closing conditions related to\nthe offerings, unanticipated uses of capital and those in our risk factors that we identify in the offering documents for these\nofferings and our most recent annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26,\n2026, and any updates thereto in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you\nnot to place undue reliance on our forward-looking statements, which speak only as of their date, and we undertake no obligation to\nupdate this information."}