Hertz Global Holdings Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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 |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
HVF III Rental Car Asset Backed Note Class E Note Issuances
On April 24, 2026, Hertz Vehicle Financing III LLC (“HVF III”), a wholly-owned, special-purpose and bankruptcy remote subsidiary of The Hertz Corporation (“THC”), entered into: (i) Amendment No. 1 to the Amended and Restated Series 2022-5 Supplement, dated as of October 20, 2023 (as amended, the “Series 2022-5 Supplement”), by and among HVF III, as issuer, THC, as administrator, and The Bank of New York Mellon Trust Company, N.A. (“BNYM”), as trustee and securities intermediary, (ii) Amendment No. 1 to the Series 2023-2 Supplement, dated as of March 2, 2023 (as amended, the “Series 2023-2 Supplement”) by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (iii) Amendment No. 1 to the Series 2023-4 Supplement, dated as of August 24, 2023 (as amended, the “Series 2023-4 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (iv) Amendment No. 1 to the Series 2024-1 Supplement, dated as of July 26, 2024 (as amended, the “Series 2024-1 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (v) Amendment No. 1 to the Series 2024-2 Supplement, dated as of July 26, 2024 (as amended, “Series 2024-2 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (vi) Amendment No. 1 to the Series 2025-1 Supplement, dated as of March 12, 2025 (as amended, the “Series 2025-1 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (vii) Amendment No. 1 to the Series 2025-2 Supplement, dated as of March 12, 2025 (as amended, the “Series 2025-2 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (viii) Amendment No. 1 to the Series 2025-3 Supplement, dated as of June 30, 2025 (as amended, the “Series 2025-3 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (ix) Amendment No. 1 to the Series 2025-4 Supplement, dated as of June 30, 2025 (as amended, the “Series 2025-4 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, (x) Amendment No. 1 to the Series 2025-5 Supplement, dated as of December 5, 2025 (as amended, the “Series 2025-5 Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary and (xi) Amendment No. 1 to the Series 2025-6 Supplement, dated as of December 5, 2025 (as amended, the “Series 2025-6 Supplement” and, collectively with the Series 2022-5 Supplement, the Series 2023-2 Supplement, the Series 2023-4 Supplement, the Series 2024-1 Supplement, the Series 2024-2 Supplement, the Series 2025-1 Supplement, the Series 2025-2 Supplement, the Series 2025-3 Supplement, the Series 2025-4 Supplement and the Series 2025-5 Supplement, the “Series Supplements” and each, a “Series Supplement”), by and among HVF III, as issuer, THC, as administrator, and BNYM, as trustee and securities intermediary, and each of the Series Supplements as a supplement to the Base Indenture (the “Base Indenture”), dated as of June 29, 2021, which was previously filed as Exhibit 10.7 to the Current Report on Form 8-K filed on July 7, 2021, between HVF III, as issuer, and BNYM, as trustee.
The Series Supplements were amended primarily to issue a new Class of Fixed Rate Rental Car Asset Backed Notes, Class E, under each applicable Series Supplement, in an aggregate principal amount equal to $221,421,000. The Series 2022-5 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2022-5 Class E Notes”), the Series 2023-2 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2023-2 Class E Notes”), the Series 2023-4 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2023-4 Class E Notes”), the Series 2024-1 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2024-1 Class E Notes”), the Series 2024-2 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2024-2 Class E Notes”), the Series 2025-1 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2025-1 Class E Notes”), the Series 2025-2 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2025-2 Class E Notes”), the Series 2025-3 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2025-3 Class E Notes”), the Series 2025-4 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2025-4 Class E Notes”), the Series 2025-5 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2025-5 Class E Notes”) and the Series 2025-6 Fixed Rate Rental Car Asset Backed Notes, Class E (the “Series 2025-6 Class E Notes”) are described together below as the “Class E Notes.” Approximately $22 million of the Class E Notes issued were purchased by affiliates of CK Amarillo LP, with the remaining aggregate principal amount of Class E Notes purchased by unaffiliated third parties.
THC utilizes the HVF III securitization platform, which consists of both variable funding notes and medium-term notes, such as the Class E Notes issued as described herein, to finance its U.S. rental car fleet. Subject to certain conditions, additional notes may be issued in the future under the Base Indenture.
The Class E Notes were issued with the following terms:
| Notes Issued | Principal | Interest Rate | Expected Final Payment Date | Legal Final Payment Date | ||||||||
| Class E Notes | ||||||||||||
| Series 2022-5, Class E | $ | 17,019,000 | 10.67 | % | September 2027 | September 2028 | ||||||
| Series 2023-2, Class E | $ | 14,479,000 | 10.99 | % | September 2028 | September 2029 | ||||||
| Series 2023-4, Class E | $ | 24,133,000 | 11.48 | % | March 2029 | March 2030 | ||||||
| Series 2024-1, Class E | $ | 18,099,000 | 10.95 | % | January 2028 | January 2029 | ||||||
| Series 2024-2, Class E | $ | 18,099,000 | 11.99 | % | January 2030 | January 2031 | ||||||
| Series 2025-1, Class E | $ | 24,133,000 | 10.99 | % | September 2028 | September 2029 | ||||||
| Series 2025-2, Class E | $ | 24,133,000 | 12.26 | % | September 2030 | September 2031 | ||||||
| Series 2025-3, Class E | $ | 18,099,000 | 11.47 | % | December 2028 | December 2029 | ||||||
| Series 2025-4, Class E | $ | 14,962,000 | 12.28 | % | December 2030 | December 2031 | ||||||
| Series 2025-5, Class E | $ | 21,719,000 | 11.72 | % | May 2029 | May 2030 | ||||||
| Series 2025-6, Class E | $ | 26,546,000 | 12.54 | % | May 2031 | May 2032 | ||||||
The Series 2022-5 Class E Notes are subordinated to the existing Series 2022-5 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2023-2 Class E Notes are subordinated to the existing Series 2023-2 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2023-4 Class E Notes are subordinated to the existing Series 2023-4 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2024-1 Class E Notes are subordinated to the existing Series 2024-1 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2024-2 Class E Notes are subordinated to the existing Series 2024-2 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2025-1 Class E Notes are subordinated to the existing Series 2025-1 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2025-2 Class E Notes are subordinated to the existing Series 2025-2 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2025-3 Class E Notes are subordinated to the existing Series 2025-3 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2025-4 Class E Notes are subordinated to the existing Series 2025-4 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2025-5 Class E Notes are subordinated to the existing Series 2025-5 Class A Notes, Class B Notes, Class C Notes and Class D Notes. The Series 2025-6 Class E Notes are subordinated to the existing Series 2025-6 Class A Notes, Class B Notes, Class C Notes and Class D Notes.
Unless an amortization event occurs, HVF III is not required to make any principal payments on the applicable Class E Notes until the date set forth in the column “First Principal Payment Date” opposite the applicable series of notes in the table below. Beginning in the date set forth in the column “First Principal Payment Date” opposite the applicable series of notes in the table below, HVF III is expected to make a payment of one-sixth of the initial principal amount of such Class E Notes until repayment is made in full on the applicable legal final payment date for such series of notes set forth in the column “Legal Final Payment Date” in the table below.
| Series of Notes | First Principal Payment Date | Legal Final Payment Date | ||
| Series 2022-5 | April 2027 | September 2028 | ||
| Series 2023-2 | April 2028 | September 2029 | ||
| Series 2023-4 | October 2028 | March 2030 | ||
| Series 2024-1 | August 2027 | January 2029 | ||
| Series 2024-2 | August 2029 | January 2031 | ||
| Series 2025-1 | April 2028 | September 2029 | ||
| Series 2025-2 | April 2030 | September 2031 | ||
| Series 2025-3 | July 2028 | December 2029 | ||
| Series 2025-4 | July 2030 | December 2031 | ||
| Series 2025-5 | December 2028 | May 2030 | ||
| Series 2025-6 | December 2030 | May 2032 |
The occurrence and continuation of an amortization event related to a series of notes may result in HVF III being required to pay principal on such series of notes earlier than anticipated. Amortization events include, among other things, the failure to pay principal or interest in a timely manner, the failure to maintain sufficient assets compared to the outstanding amount of debt, the failure to maintain sufficient liquidity in the form of reserve accounts or letters of credit, the presence of certain liens on HVF III’s assets, any misrepresentations by HVF III, any covenant defaults and defaults by either HVF III or THC, as administrator of HVF III under the Administration Agreement, dated as of June 29, 2021, which was previously filed as Exhibit 10.9 to the Current Report on Form 8-K filed on July 7, 2021. In the event that one or more amortization events occurs and is continuing, holders of such series of notes may force HVF III or BNYM on their behalf to sell vehicles and, if a default occurs under the Master Motor Vehicle Operating Lease and Servicing Agreement (HVF III) (the “Lease”), dated as of June 29, 2021, which was previously filed as Exhibit 10.8 to the Current Report on Form 8-K filed on July 7, 2021, the holders of such series of notes may force THC and/or DTG Operations, Inc., a wholly-owned indirect subsidiary of THC, each as a lessee under the Lease, to return vehicles for sale by HVF III. Proceeds of any such sales made during the enforcement of remedies are required to repay the applicable series of notes and any notes issued by HVF III in the future.
The net proceeds of the Class E Notes are expected to be used for the future acquisition or refinancing of eligible vehicles to be leased under the Lease or, in certain circumstances, any excess of the proceeds could be distributed by HVF III to THC.
The foregoing descriptions of the Class E Notes are qualified in their entirety by reference to the complete terms and conditions of (i) the Series 2022-5 Supplement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein, (ii) the Series 2023-2 Supplement, a copy of which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated by reference herein, (iii) the Series 2023-4 Supplement, a copy of which is attached hereto as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated by reference herein, (iv) the Series 2024-1 Supplement, a copy of which is attached hereto as Exhibit 10.4 to this Current Report on Form 8-K, which is incorporated by reference herein, (v) the Series 2024-2 Supplement, a copy of which is attached hereto as Exhibit 10.5 to this Current Report on Form 8-K, which is incorporated by reference herein, (vi) the Series 2025-1 Supplement, a copy of which is attached hereto as Exhibit 10.6 to this Current Report on Form 8-K, which is incorporated by reference herein, (vii) the Series 2025-2 Supplement, a copy of which is attached hereto as Exhibit 10.7 to this Current Report on Form 8-K, which is incorporated by reference herein, (viii) the Series 2025-3 Supplement, a copy of which is attached hereto as Exhibit 10.8 to this Current Report on Form 8-K, which is incorporated by reference herein, (ix) the Series 2025-4 Supplement, a copy of which is attached hereto as Exhibit 10.9 to this Current Report on Form 8-K, which is incorporated by reference herein, (x) the Series 2025-5 Supplement, a copy of which is attached hereto as Exhibit 10.10 to this Current Report on Form 8-K, which is incorporated by reference herein, and (xi) the Series 2025-6 Supplement, a copy of which is attached hereto as Exhibit 10.11 to this Current Report on Form 8-K, which is incorporated by reference herein.
Amendment to Third Amended and Restated Series 2021-A Supplement
On April 28, 2026, Hertz Vehicle Financing III LLC (“HVF III”), a wholly-owned, special-purpose and bankruptcy remote subsidiary of THC, and THC entered into Amendment No. 2 to Third Amended and Restated Series 2021-A Supplement (“Amendment No. 2 to Third A&R Series 2021-A Supplement”) by and among HVF III, as issuer, THC, as administrator, Deutsche Bank AG, New York Branch, as program agent, and BNYM, as trustee. Amendment No. 2 to Third A&R Series 2021-A Supplement amends the Third Amended and Restated Series 2021-A Supplement, dated August 29, 2025.
Amendment No. 2 to Third A&R Series 2021-A Supplement was entered into primarily to extend, in the ordinary course, the commitment termination date for the Series 2021-A Variable Funding Rental Car Asset Backed Notes, Class A, issued thereunder by one year to May 5, 2028, among certain other amendments. The Class A Maximum Principal Amount until May 7, 2027 is $3.240 billion, and thereafter the Class A Maximum Principal Amount is $2.980 billion until May 5, 2028, after giving effect to the terms of Amendment No. 2 to Third A&R Series 2021-A Supplement.
The foregoing description of Amendment No. 2 to Third A&R Series 2021-A Supplement is qualified in its entirety by reference to Amendment No. 2 to Third A&R Series 2021-A Supplement, a copy of which is filed as Exhibit 10.12 to this Current Report on Form 8-K and is incorporated herein by reference.
European ABS Amendments
On April 28, 2026, affiliates of THC entered into amendments to the securitization platform for financing activities relating to such affiliates' vehicle fleets Belgium, France, Germany, Italy, the Netherlands, and Spain (the “European ABS”) in order to: (i) extend the maturity of the Class A Notes, the Class B Notes and the Class C Notes issued thereunder to April 2028; (ii) increase the commitment size to an aggregate principal amount equal to €1,293,062,500; and (iii) document certain updates to the list of committed note purchasers, conduit investors and funding agents named therein (the “Amendments”).
Pursuant to the European ABS, International Fleet Financing No. 2 B.V. (“IFF No. 2”), an indirect, special purpose subsidiary of THC, is party to an issuer facility agreement originally dated September 25, 2018 between, among others, IFF No. 2, Hertz Europe Limited (as Administrator), BNPP Paribas Trust Corporation UK Limited (the “Security Trustee”), and Credit Agricole Corporate and Investment Bank (as Administrative Agent) (the “Issuer Facility Agreement”), which includes defined terms as set forth in a Master Definitions and Constructions Agreement (the “MDCA”). IFF No. 2’s proceeds from the Issuer Facility Agreement are made available on a revolving basis to certain special purpose fleet subsidiaries of THC (the “Fleet Companies”) for their purchases of rental vehicles, and those vehicle fleets serve as the underlying collateral for the Issuer Facility Agreement. Certain of THC’s international operating subsidiaries lease the vehicles from the Fleet Companies for rental to customers. THC has guaranteed certain obligations of the international operating subsidiaries to the Fleet Companies pursuant to a Performance Guarantee and Indemnity Deed dated December 21, 2021, as amended and/or restated from time to time (the "Guarantee").
In connection with the Amendments, each of the Issuer Facility Agreement and the MDCA were amended and restated, effective as of April 28, 2026. For the avoidance of doubt, the Guarantee was not amended pursuant to these Amendments.
The foregoing descriptions of the amendments to the Issuer Facility Agreement and the MDCA are qualified in their entirety by reference to Exhibits 10.13 and 10.14, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the 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) | ||
| Date: April 30, 2026 | By: | /s/ Scott M. Haralson |
| Name: | Scott M. Haralson | |
| Title: | Executive Vice President and Chief Financial Officer | |