31 unchanged sentences
Segment Information
+Added: Subsequent Events
Condensed Financial Information of Registrant Hertz Global Holdings, Inc.
6 unchanged sentences
We have audited the accompanying consolidated balance sheets of Hertz Global Holdings, Inc.
−Removed: and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations , comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations , comprehensive income (loss), changes in stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.
29 unchanged sentences
To test the depreciation calculation for non-program vehicles, our audit procedures included, among others, testing the completeness and accuracy of the underlying data by comparing historical sales data and vehicle information used in the calculation or in the assessment of significant assumptions to external sources and the Company’s records.
−Removed: We evaluated reasonableness of the residual value estimates made by management through reviewing third-party data, the Company's vehicle sales history, subsequent vehicle sales, and inquiries of management.
+Added: We evaluated the reasonableness of the residual value estimates made by management through reviewing third-party data, the Company's vehicle sales history, subsequent vehicle sales, and inquiries of management.
We considered potential contrary evidence associated with the significant assumptions and judgments made by management related to its residual value estimates based on our review of third-party industry information.
1 unchanged sentence
Description of the Matter As disclosed in Notes 2 and 15 to the consolidated financial statements, the Company’s self-insured liabilities primarily include public liability, property damage, and liability insurance supplement.
−Removed: The Company records liabilities for these matters based on actuarially determined estimates using historical claims experience.
+Added: The Company records liabilities for these matters based on actuarially determined assumptions using historical claims experience.
The liabilities include estimates for both reported accident claims not yet paid and claims incurred but not yet reported and are recorded on an undiscounted basis.
2 unchanged sentences
If the Company’s estimates change or if actual results differ, the amount of the recorded liabilities are adjusted to reflect these results.
−Removed: Auditing the public liability, property damage, and liability insurance supplement components of the self-insured liabilities reserves related to the Americas RAC operations is complex and required the involvement of our actuarial specialists due to the complexity in the evaluation of the ultimate losses using actuarial methods.
+Added: Auditing the public liability, property damage, and liability insurance supplement components of the self-insured liabilities reserves related to the Americas RAC operations is complex and required the involvement of our actuarial specialists due to the complexity in the evaluation of the ultimate losses using actuarial assumptions.
HERTZ GLOBAL HOLDINGS, INC.
1 unchanged sentence
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s public liability, property damage, and liability insurance supplement self-insured liabilities estimation process related to the Americas RAC operations.
−Removed: For example, we tested controls over management’s review of the methods and the assumptions that are used in these self-insured liabilities calculations and the completeness and accuracy of the data underlying these self-insured liabilities.
−Removed: To test the valuation of the public liability, property damage, and liability insurance supplement self-insured liabilities reserves related to the Americas RAC operations, we performed audit procedures that included, among others, involving our internal actuarial specialists to assist us in developing an independent range and evaluating the methods used by management and the reasonableness of the assumptions used.
−Removed: We compared the Company's reserve to estimates of the liability developed by our actuarial specialists based on the underlying claims data and independently selected assumptions.
+Added: For example, we tested controls over management’s review of the assumptions that are used in these self-insured liabilities calculations and the completeness and accuracy of the data underlying these self-insured liabilities.
+Added: To test the valuation of the public liability, property damage, and liability insurance supplement self-insured liabilities reserves related to the Americas RAC operations, we performed audit procedures that included, among others, involving our internal actuarial specialists to assist us in developing an independent range and evaluating the methods used by management and the reasonableness of the assumptions using historical claims experience.
+Added: We compared the Company's reserves to an independent range of estimates developed by our actuarial specialists based on the underlying claims data and independently selected assumptions.
/s/ Ernst & Young LLP
11 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 18, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
52 unchanged sentences
To test the depreciation calculation for non-program vehicles, our audit procedures included, among others, testing the completeness and accuracy of the underlying data by comparing historical sales data and vehicle information used in the calculation or in the assessment of significant assumptions to external sources and the Company’s records.
−Removed: We evaluated reasonableness of the residual value estimates made by management through reviewing third-party data, the Company's vehicle sales history, subsequent vehicle sales, and inquiries of management.
+Added: We evaluated the reasonableness of the residual value estimates made by management through reviewing third-party data, the Company’s vehicle sales history, subsequent vehicle sales, and inquiries of management.
We considered potential contrary evidence associated with the significant assumptions and judgments made by management related to its residual value estimates based on our review of third-party industry information.
1 unchanged sentence
Description of the Matter As disclosed in Notes 2 and 15 to the consolidated financial statements, the Company’s self-insured liabilities primarily include public liability, property damage, and liability insurance supplement.
−Removed: The Company records liabilities for these matters based on actuarially determined estimates using historical claims experience.
+Added: The Company records liabilities for these matters based on actuarially determined assumptions using historical claims experience.
The liabilities include estimates for both reported accident claims not yet paid and claims incurred but not yet reported and are recorded on an undiscounted basis.
2 unchanged sentences
If the Company’s estimates change or if actual results differ, the amount of the recorded liabilities are adjusted to reflect these results.
−Removed: Auditing the public liability, property damage, and liability insurance supplement components of the self-insured liabilities reserves related to the Americas RAC operations is complex and required the involvement of our actuarial specialists due to the complexity in the evaluation of the ultimate losses using actuarial methods.
+Added: Auditing the public liability, property damage, and liability insurance supplement components of the self-insured liabilities reserves related to the Americas RAC operations is complex and required the involvement of our actuarial specialists due to the complexity in the evaluation of the ultimate losses using actuarial assumptions.
THE HERTZ CORPORATION AND SUBSIDIARIES
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s public liability, property damage, and liability insurance supplement self-insured liabilities estimation process related to the Americas RAC operations.
−Removed: For example, we tested controls over management’s review of the methods and the assumptions that are used in these self-insured liabilities calculations and the completeness and accuracy of the data underlying these self-insured liabilities.
−Removed: To test the valuation of the public liability, property damage, and liability insurance supplement self-insured liabilities reserves related to the Americas RAC operations, we performed audit procedures that included, among others, involving our internal actuarial specialists to assist us in developing an independent range and evaluating the methods used by management and the reasonableness of the assumptions used.
−Removed: We compared the Company's reserve to estimates of the liability developed by our actuarial specialists based on the underlying claims data and independently selected assumptions.
+Added: For example, we tested controls over management’s review of the assumptions that are used in these self-insured liabilities calculations and the completeness and accuracy of the data underlying these self-insured liabilities.
+Added: To test the valuation of the public liability, property damage, and liability insurance supplement self-insured liabilities reserves related to the Americas RAC operations, we performed audit procedures that included, among others, involving our internal actuarial specialists to assist us in developing an independent range and evaluating the methods used by management and the reasonableness of the assumptions using historical claims experience.
+Added: We compared the Company's reserves to an independent range of estimates developed by our actuarial specialists based on the underlying claims data and independently selected assumptions.
/s/ Ernst & Young LLP
37 unchanged sentences
Non-vehicle 285 283
−Removed: Total restricted cash and cash equivalents 541 442
Total cash and cash equivalents and restricted cash and cash equivalents 602 541
38 unchanged sentences
Accumulated other comprehensive income (loss) ( 232 ) ( 316 )
−Removed: Total stockholders' equity 153 3,092
−Removed: Total liabilities and stockholders' equity $ 21,802 $ 24,605
+Added: Total stockholders' equity (deficit) ( 459 ) 153
+Added: Total liabilities and stockholders' equity (deficit) $ 22,311 $ 21,802
(1) Hertz Global Holdings, Inc.'s consolidated total assets as of December 31, 2025 and December 31, 2024 include total assets of VIEs of $ 1.3 billion and $ 1.4 billion, respectively, which can only be used to settle obligations of the VIEs.
19 unchanged sentences
(Gain) on sale of non-vehicle capital assets ( 144 ) — ( 162 )
+Added: Legal settlement ( 154 ) — —
Bankruptcy-related litigation reserve
4 unchanged sentences
Income tax (provision) benefit
−Removed: 375 330 ( 390 )
Net income (loss) $ ( 747 ) $ ( 2,862 ) $ 616
22 unchanged sentences
Total other comprehensive income (loss)
−Removed: ( 68 ) 46 ( 80 )
Total comprehensive income (loss) $ ( 663 ) $ ( 2,930 ) $ 662
2 unchanged sentences
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
+Added: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(In millions)
17 unchanged sentences
Net settlement on vesting of restricted stock — — 2 — ( 4 ) — — — — ( 4 )
−Removed: Public Warrant exercises — — — — 1 — — — — 1
−Removed: Shares repurchases (1)
+Added: Stock-based compensation forfeitures (1)
— — — — ( 68 ) — — — — ( 68 )
4 unchanged sentences
Stock-based compensation charges — — — — 63 — — — — 63
−Removed: Stock-based compensation forfeitures (2)
−Removed: — — — — ( 68 ) — — — — ( 68 )
December 31, 2025 — $ — 312 $ 5 $ 6,447 $ ( 3,249 ) $ ( 232 ) 175 $ ( 3,430 ) $ ( 459 )
−Removed: (1) The amounts presented herein may be rounded to agree to amounts in the consolidated balance sheet.
−Removed: Also see "Share Repurchase Programs for Common Stock" in Note 17, "Equity and Earnings (Loss) Per Common Share – Hertz Global.
(1) Represents former CEO awards forfeited in March 2024.
13 unchanged sentences
Amortization of deferred financing costs and debt discount (premium) 86 74 61
+Added: Non-cash PIK interest on Exchangeable Notes 21 — —
Stock-based compensation charges 63 63 87
22 unchanged sentences
Proceeds from disposal of non-vehicle capital assets 200 23 181
−Removed: Collateral returned in exchange for letters of credit — — 19
Return of (investment in) equity investments ( 1 ) ( 1 ) ( 1 )
6 unchanged sentences
Payment of financing costs ( 82 ) ( 64 ) ( 41 )
−Removed: Proceeds from exercises of Public Warrants — — 3
Share repurchases — — ( 315 )
+Added: Purchase of Capped Call Transactions 2030, net
Other ( 11 ) ( 4 ) ( 9 )
23 unchanged sentences
Operating lease right-of-use assets obtained in exchange for lease liabilities 578 367 721
−Removed: Public Warrant exercises — — 3
−Removed: Accrual for purchases of treasury shares — — 21
+Added: (1) See Note 11, "Income Tax (Provision) Benefit," for the disaggregation of income taxes paid, net of refunds by jurisdiction for the year ended December 31, 2025.
The accompanying notes are an integral part of these financial statements.
44 unchanged sentences
Accumulated other comprehensive income (loss) ( 232 ) ( 316 )
−Removed: Total stockholder's equity 326 3,543
−Removed: Total liabilities and stockholder's equity $ 21,801 $ 24,604
+Added: Total stockholder's equity (deficit) ( 243 ) 326
+Added: Total liabilities and stockholder's equity (deficit) $ 22,308 $ 21,801
(1) The Hertz Corporation's consolidated total assets as of December 31, 2025 and December 31, 2024 include total assets of VIEs of $ 1.3 billion and $ 1.4 billion, respectively, which can only be used to settle obligations of the VIEs.
18 unchanged sentences
(Gain) on sale of non-vehicle capital assets ( 144 ) — ( 162 )
+Added: Legal settlement ( 154 ) — —
Bankruptcy-related litigation reserve
3 unchanged sentences
Income tax (provision) benefit
−Removed: 375 329 ( 390 )
Net income (loss) $ ( 703 ) $ ( 3,137 ) $ 452
8 unchanged sentences
Foreign currency translation adjustments
−Removed: ( 74 ) 49 ( 76 )
Net gain (loss) on pension and postretirement benefit plans 26 4 ( 5 )
4 unchanged sentences
Total other comprehensive income (loss)
−Removed: ( 68 ) 46 ( 80 )
Total comprehensive income (loss) $ ( 619 ) $ ( 3,205 ) $ 498
13 unchanged sentences
Stock-based compensation charges — — 87 — — 87
−Removed: Dividends to Hertz Holdings — — ( 2,477 ) — — ( 2,477 )
+Added: Dividends paid to Hertz Holdings — — ( 321 ) — — ( 321 )
December 31, 2023 100 — 4,610 ( 819 ) ( 248 ) 3,543
2 unchanged sentences
Stock-based compensation charges — — 63 — — 63
−Removed: Dividends paid to Hertz Holdings (1)
+Added: Stock-based compensation forfeitures (1)
— — ( 68 ) — — ( 68 )
+Added: Dividends paid to Hertz Holdings — — ( 7 ) — — ( 7 )
December 31, 2024 100 — 4,598 ( 3,956 ) ( 316 ) 326
2 unchanged sentences
Stock-based compensation charges — — 63 — — 63
−Removed: Stock-based compensation forfeitures (2)
−Removed: — — ( 68 ) — — ( 68 )
Dividends paid to Hertz Holdings — — ( 13 ) — — ( 13 )
December 31, 2025 100 $ — $ 4,648 $ ( 4,659 ) $ ( 232 ) $ ( 243 )
−Removed: (1) See "Share Repurchase Programs for Common Stock" in Note 17, "Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information .
(1) Represents former CEO awards forfeited in March 2024.
12 unchanged sentences
Amortization of deferred financing costs and debt discount (premium) 86 74 61
+Added: Non-cash PIK interest on Exchangeable Notes 21 — —
Stock-based compensation charges 63 63 87
21 unchanged sentences
Proceeds from disposal of non-vehicle capital assets 200 23 181
−Removed: Collateral returned in exchange for letters of credit — — 19
Return of (investment in) equity investments ( 1 ) ( 1 ) ( 1 )
6 unchanged sentences
Payment of financing costs ( 82 ) ( 64 ) ( 41 )
−Removed: Dividends paid to Hertz Holdings ( 7 ) ( 321 ) ( 2,477 )
−Removed: Net cash provided by (used in) financing activities 655 1,316 488
−Removed: Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents ( 26 ) 25 ( 25 )
−Removed: Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period ( 74 ) ( 212 ) ( 1,232 )
THE HERTZ CORPORATION AND SUBSIDIARIES
3 unchanged sentences
2025 2024 2023
+Added: Purchase of Capped Call Transactions 2030, net
+Added: Dividends paid to Hertz Holdings ( 13 ) ( 7 ) ( 321 )
+Added: Net cash provided by (used in) financing activities 370 655 1,316
+Added: Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents 32 ( 26 ) 25
+Added: Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period 35 ( 74 ) ( 212 )
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period 1,132 1,206 1,418
13 unchanged sentences
Operating lease right-of-use assets obtained in exchange for lease liabilities 578 367 721
+Added: (1) See Note 11, "Income Tax (Provision) Benefit," for the disaggregation of income taxes paid, net of refunds by jurisdiction for the year ended December 31, 2025.
The accompanying notes are an integral part of these financial statements.
27 unchanged sentences
Revenue earning vehicles are stated at cost, net of related discounts and incentives from manufacturers.
−Removed: Holding periods typically range from six to sixty-six months .
Generally, when revenue earning vehicles are acquired outside of a vehicle repurchase program (non-program), the Company estimates the period that the Company will hold the asset, primarily based on historical measures of the amount of rental activity (e.g., automobile mileage).
+Added: The planned holding period of the Company's revenue earning vehicles as of December 31, 2025, typically averaged 27 months;
+Added: however, certain vehicles in the fleet may have fallen above or below our average planned holding period.
The Company also estimates the residual value of the applicable revenue earning vehicles at the expected time of disposal, taking into consideration factors such as make, model and options, age, physical condition, mileage, sale location, time of the year and market conditions.
1 unchanged sentence
Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the expected time of disposal and the estimated holding periods.
−Removed: Gains and losses on the sale of vehicles, including the costs associated with disposals, are included in depreciation of revenue earning vehicles and lease charges in the accompanying consolidated statements of operations.
+Added: Gains and losses on the sale of vehicles,
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: including the costs associated with disposals, are included in Depreciation of revenue earning vehicles and lease charges, net in the accompanying consolidated statements of operations.
For program vehicles, the manufacturers agree to repurchase the vehicles at a specified price or guarantee the depreciation rate on the vehicles during established repurchase or auction periods, subject to, among other things, certain vehicle condition, mileage and holding period requirements.
Vehicle repurchase programs guarantee on an aggregate basis the residual value of the program vehicle upon sale according to certain parameters which include the holding period, mileage and condition of the vehicles.
−Removed: Long-lived Assets
−Removed: Long-lived assets are amortized using the straight-line method over the estimated economic lives of the assets, which range from one to forty years .
−Removed: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.
−Removed: Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.
−Removed: Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset.
−Removed: Long-lived assets to be disposed of are reported at the lower of carrying value or estimated fair value less costs to sell.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
15 unchanged sentences
If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Recoverability of Goodwill and Indefinite-lived Intangible Assets
2 unchanged sentences
For goodwill, fair value is determined using an income approach based on the discounted cash flows of each reporting unit.
−Removed: A reporting unit is an operating segment or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management.
+Added: A reporting unit is an operating segment or a business one level below that operating segment
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (the component level) if discrete financial information is prepared and regularly reviewed by segment management.
Components are aggregated into a single reporting unit when they have similar economic characteristics.
20 unchanged sentences
Payments are due from customers at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts receivable until collected.
−Removed: Loyalty Programs - The Company offers loyalty programs, primarily Hertz Gold Plus Rewards, wherein customers are eligible to earn loyalty points that are redeemable for free rental days or can be converted to loyalty points for redemption of products and services under loyalty programs of other companies.
+Added: Loyalty Programs - The Company offers loyalty programs, primarily Hertz Gold+, wherein customers are eligible to earn loyalty points that are redeemable for free rental days or can be converted to loyalty points for redemption of products and services under loyalty programs of other companies.
Each transaction that generates loyalty points results in the deferral of revenue equivalent to the retail value at the date the points are earned.
The associated revenue is recognized when the customer redeems the loyalty points at some point in the future.
−Removed: The retail value of loyalty points is estimated based on the current retail value measured as of the date the loyalty points
+Added: The retail value of loyalty points is estimated based on the current retail value measured as of the date the loyalty points are earned, less an estimated amount representing loyalty points that are not expected to be redeemed (“breakage”).
+Added: Breakage is reviewed on a quarterly basis and includes significant assumptions such as historical breakage trends and internal Company forecasts.
+Added: Customer Rebates - The Company has business customers that rent vehicles based on terms that have been negotiated through contracts with their employers, or other entities with which they are associated (“commercial contracts”), which can differ substantially from the terms on which the Company rents vehicles to the general public.
+Added: Some of the commercial contracts contain provisions which allow for rebates to the entity based on achieving a
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: are earned, less an estimated amount representing loyalty points that are not expected to be redeemed (“breakage”).
−Removed: Breakage is reviewed on a quarterly basis and includes significant assumptions such as historical breakage trends and internal Company forecasts.
−Removed: Customer Rebates - The Company has business customers that rent vehicles based on terms that have been negotiated through contracts with their employers, or other entities with which they are associated (“commercial contracts”), which can differ substantially from the terms on which the Company rents vehicles to the general public.
−Removed: Some of the commercial contracts contain provisions which allow for rebates to the entity based on achieving a specific rental volume threshold.
+Added: specific rental volume threshold.
Rebates are treated as lease incentives and are recognized as a reduction of revenue at the time of the rental based on the rebate expected to be earned by the entity.
20 unchanged sentences
The Company limits exposure relating to financial instruments by diversifying the financial instruments among various counterparties, which consist of major financial institutions.
+Added: Receivables, Net of Allowance
+Added: Receivables are stated net of allowances and primarily represent credit extended to vehicle manufacturers, customers that satisfy defined credit criteria, and amounts due from customers resulting from damage to rental vehicles.
+Added: The estimate of the allowance for doubtful accounts is based on the Company's future expected losses and its judgment as to the likelihood of ultimate payment.
+Added: Actual receivables are written-off against the allowance for doubtful accounts when the Company determines the balance will not be collected.
+Added: Estimates for future credit
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Receivables, Net of Allowance
−Removed: Receivables are stated net of allowances and primarily represent credit extended to vehicle manufacturers, customers that satisfy defined credit criteria, and amounts due from customers resulting from damage to rental vehicles.
−Removed: The estimate of the allowance for doubtful accounts is based on the Company's future expected losses and its judgement as to the likelihood of ultimate payment.
−Removed: Actual receivables are written-off against the allowance for doubtful accounts when the Company determines the balance will not be collected.
−Removed: Estimates for future credit memos are based on historical experience and are reflected as reductions to revenue in the accompanying consolidated statements of operations.
+Added: memos are based on historical experience and are reflected as reductions to revenue in the accompanying consolidated statements of operations.
Property and Equipment, Net
5 unchanged sentences
Total property and equipment, net $ 566 $ 623
−Removed: Land is stated at cost and reviewed for impairment as further disclosed above in "Long-lived Assets."
+Added: Land is stated at cost and reviewed for impairment as further disclosed below in "Long-lived Assets."
Property and equipment are stated at cost and are depreciated utilizing the straight-line method over the estimated useful lives of the related assets.
Estimated useful lives are as follows:
−Removed: Buildings 1 to 40 years
+Added: Buildings Maximum 40 years
Furniture and fixtures 1 to 5 years
3 unchanged sentences
The Company follows the practice of expensing maintenance and repair costs for service vehicles, furniture and fixtures, and equipment, including the cost of minor replacements.
+Added: Long-lived Assets
+Added: Long-lived assets are amortized using the straight-line method over the estimated economic lives of the assets, which range from one to forty years .
+Added: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.
+Added: Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.
+Added: Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset.
+Added: Long-lived assets to be disposed of are reported at the lower of carrying value or estimated fair value less costs to sell.
Finite-lived Intangible Assets
5 unchanged sentences
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award.
−Removed: That cost is to be recognized over the period during which the employee is required to provide service in exchange for the award.
−Removed: Forfeitures are accounted for when they occur.
−Removed: The Company has estimated the fair value of options issued at the date of grant using a Black-Scholes option-
+Added: That cost is to be recognized over the period during which the
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: pricing model, which includes assumptions related to volatility, expected term, dividend yield and risk-free interest rate.
+Added: employee is required to provide service in exchange for the award.
+Added: Forfeitures are accounted for when they occur.
+Added: The Company has estimated the fair value of options issued at the date of grant using a Black-Scholes option-pricing model, which includes assumptions related to volatility, expected term, dividend yield and risk-free interest rate.
The Company accounts for restricted stock unit ("RSU") and performance stock unit ("PSU") awards when granted as equity classified awards.
22 unchanged sentences
Assets and liabilities of international subsidiaries whose functional currency is the local currency are translated at the rate of exchange in effect on the balance sheet date;
−Removed: income and expenses are translated at the average exchange rates throughout the year.
−Removed: The related translation adjustments are reflected in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.
−Removed: Foreign currency exchange rate
+Added: income and expenses are translated at the average
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: gains and losses resulting from transactions are included in selling, general and administrative expense in the accompanying consolidated statements of operations.
+Added: exchange rates throughout the year.
+Added: The related translation adjustments are reflected in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.
+Added: Foreign currency exchange rate gains and losses resulting from transactions are included in selling, general and administrative expense in the accompanying consolidated statements of operations.
Advertising production costs are deferred and expensed when the advertising first takes place.
6 unchanged sentences
Adopted as of December 31, 2025
−Removed: Improvements to Reportable Segment Disclosures
−Removed: In November 2023, the FASB issued guidance that modifies segment reporting disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
−Removed: The guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 using a retrospective transition method.
−Removed: Early adoption is permitted.
−Removed: The Company adopted the guidance on a retrospective basis when it became effective and has included the required disclosures in this 2024 Annual Report.
+Added: Improvements to Income Tax Disclosures ("ASU 2023-09")
+Added: In December 2023, the FASB issued guidance to enhance income tax disclosures related to, among other items, rate reconciliation and income taxes paid.
+Added: The guidance is effective for annual periods beginning after December 15, 2024, where early adoption was permitted.
+Added: The Company adopted the guidance on a prospective basis when it became effective and has included the required disclosures in this 2025 Annual Report.
Not Yet Adopted as of December 31, 2025
3 unchanged sentences
Early adoption is permitted.
−Removed: The Company is in the process of determining the timing of adoption and assessing the overall impact of adopting this guidance on its disclosures.
−Removed: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative
−Removed: In October 2023, the FASB issued guidance that amends certain disclosure and presentation requirements related to the statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and various industry specific guidance.
−Removed: For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.
−Removed: However, if by June 30, 2027, the SEC has not removed the existing disclosure requirements, the amendments will not become effective.
−Removed: Early adoption is not permitted.
−Removed: The Company intends to adopt the guidance when it becomes effective and will include the required disclosures in its applicable Quarterly Report on Form 10-Q and or Annual Report on Form 10-K, dependent upon the timing of the SEC’s removal of the applicable disclosures from Regulation S-X or Regulation S-K.
+Added: The Company expects to adopt the guidance when it becomes effective.
+Added: The Company is in the process of determining the method of adoption and is continuing to assess the overall impact of adopting this guidance on its disclosures, but anticipates that the adoption will result in expanded disclosures.
+Added: Targeted Improvements to the Accounting for Internal-Use Software
+Added: In September 2025, the FASB issued guidance to modernize the accounting for internal-use software costs.
+Added: The guidance removes references to prescriptive and sequential software development stages, and requires an entity to start capitalizing software costs when both of the following occur:
+Added: (i) management has authorized and committed to funding the project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.
+Added: The guidance also specifies that disclosures in ASC 360, Property, Plant and Equipment, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Improvements to Income Tax Disclosures
−Removed: In December 2023, the FASB issued guidance to enhance income tax disclosures related to, among other items, rate reconciliation and income taxes paid.
−Removed: The guidance is effective for annual periods beginning after December 15, 2024.
+Added: The guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, using either a prospective, retrospective or modified transition approach.
Early adoption is permitted.
−Removed: The Company intends to adopt the guidance when it becomes effective and will include the required disclosures in its Annual Report on Form 10-K for the year ending December 31, 2025.
+Added: The Company expects to adopt the guidance when it becomes effective using a prospective application.
+Added: The Company is in the process of assessing the overall impact of adopting this guidance on its financial position, results of operations and cash flows.
+Added: Note 3— Divestitures
+Added: Sale-Leasebacks of Non-Vehicle Capital Assets
+Added: In June 2025, the Company sold and leased back certain land and buildings, inclusive of site improvements, associated with operating sites in its Americas RAC segment.
+Added: The Company recognized a total pre-tax gain of $ 89 million on the sales, which is included in (Gain) on sale of non-vehicle capital assets in the accompanying consolidated statement of operations for the year ended December 31, 2025.
+Added: The land portions of the sales qualified for sale-leaseback accounting, and are accounted for as operating leases with terms of 40 years, inclusive of extensions the Company currently intends to exercise.
+Added: The Company accounted for the buildings portion of the sales proceeds as financial liabilities, as the criteria for a sale were not met.
+Added: The financial liabilities are classified as other non-vehicle debt and included in non-vehicle debt in the accompanying consolidated balance sheet as of December 31, 2025.
+Added: In July 2025, the Company sold and leased back certain real estate associated with two operating sites in its Americas RAC segment.
+Added: The Company recognized a pre-tax gain of $ 39 million on the sales, which is included in (Gain) on sale of non-vehicle capital assets in the accompanying consolidated statement of operations for the year ended December 31, 2025.
+Added: The sales qualified for sale-leaseback accounting, in which the leasebacks were classified as operating leases with a term of 50 years, inclusive of extensions the Company currently intends to exercise, and 15 years, respectively.
+Added: In December 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment.
+Added: The Company recognized a pre-tax gain of $ 16 million on the sale, which is included in (Gain) on sale of non-vehicle capital assets in the accompanying consolidated statement of operations for the year ended December 31, 2025.
+Added: The sale qualified for sale-leaseback accounting, in which the leaseback was classified as an operating lease with a term of 19 years.
+Added: In 2023, the Company sold and leased back its Los Angeles, California airport location in its Americas RAC segment.
+Added: The transaction qualified for sale-leaseback accounting.
+Added: The Company recognized a pre-tax gain of $ 133 million, which is included in (Gain) on sale of non-vehicle capital assets in the accompanying consolidated statement of operations for the year ended December 31, 2023.
+Added: The leaseback is classified as an operating lease with a term of 36 months.
+Added: Sale of Non-Vehicle Capital Assets
+Added: In 2019, the Company substantially completed the sale of certain non-vehicle capital assets constituting real property, in an eminent domain proceeding, in its Americas RAC segment.
+Added: In 2023, the Company received additional cash from the sale upon final resolution of the eminent domain proceeding and recognized an additional $ 29 million pre-tax gain on the sale, which is included in (Gain) on sale of non-vehicle capital assets in the accompanying consolidated statement of operations for the year ended December 31, 2023.
Note 4— Long-Lived Assets Impairment
1 unchanged sentence
The reduction was largely attributed to the acceleration of the rental fleet rotation in the segments, where shortening the useful life reduced the potential future cash flows expected to be earned from the fleet.
−Removed: Operating cash flow projections also deteriorated from delayed timing of operating cost improvements and longer timeframes associated with revenue maximization initiatives.
+Added: Operating cash flow projections also deteriorated from delayed
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: timing of operating cost improvements and longer timeframes associated with revenue maximization initiatives.
As a result, the Company tested the recoverability of its long-lived assets, consisting of revenue earning vehicles, ROU assets and property and equipment (collectively, the “Long-Lived Assets”) in its Americas RAC and International RAC segments by comparing the carrying values against undiscounted future cash flow projections and determined that an impairment existed.
6 unchanged sentences
The total impairment charge of $ 1.0 billion is recorded in Long-Lived Assets impairment in the accompanying consolidated statement of operations for the year ended December 31, 2024, of which $ 865 million and $ 183 million related to the Americas RAC and International RAC segments, respectively.
−Removed: Further changes in market conditions or the performance of our long-lived assets could result in an additional impairment charge.
−Removed: Note 4— Divestitures
−Removed: Sales of Non-vehicle Capital Assets
−Removed: In 2019, the Company substantially completed the sale of certain non-vehicle capital assets constituting real property, in an eminent domain proceeding, in its Americas RAC segment.
−Removed: In 2023, the Company received additional cash from the sale upon final resolution of the eminent domain proceeding and recognized an additional $ 29 million pre-tax gain on the sale, which is included in (gain) on sale of non-vehicle capital assets in the accompanying consolidated statement of operations for the year ended December 31, 2023.
−Removed: In 2023, the Company sold and leased back its Los Angeles, California airport location in its Americas RAC segment.
−Removed: The transaction qualified for sale-leaseback accounting.
−Removed: The Company recognized a pre-tax gain of $ 133 million based on the difference in the sale amount of $ 143 million less $ 9 million net book value of assets sold and $ 1 million in selling costs, which is included in (gain) on sale of non-vehicle capital assets in the accompanying consolidated statement of operations for the year ended December 31, 2023.
−Removed: The leaseback is classified as an operating lease with a term of 36 months.
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5— Revenue Earning Vehicles
7 unchanged sentences
$ 12,526 $ 11,963
−Removed: (1) Represents the carrying amount of vehicles classified as held for sale as of the respective balance sheet date.
−Removed: As of December 31, 2023, also includes the First EV Disposal Group, as defined and disclosed below.
−Removed: (2) As of December 31, 2024, includes an impairment charge recognized against the Company's revenue earnings vehicles in the third quarter of 2024.
+Added: (1) Represents the carrying amount of non-program vehicles classified as held for sale as of the respective balance sheet date.
+Added: (2) Includes an impairment charge recognized against the Company's revenue earnings vehicles in the third quarter of 2024.
See Note 4, "Long-Lived Assets Impairment," for further details.
4 unchanged sentences
(Gain) loss on disposal of revenue earning vehicles (1)(2)
−Removed: 673 157 ( 1,125 )
Rents paid for vehicles leased 92 42 29
Depreciation of revenue earning vehicles and lease charges, net $ 1,927 $ 3,611 $ 2,039
+Added: (1) Includes costs associated with the sales of vehicles of $ 246 million, $ 237 million and $ 187 million for the years ended December 31, 2025, 2024 and 2023, respectively.
(2) Includes the write-down to fair value for vehicles classified as held for sale, including the EV Disposal Groups, as defined and disclosed below, for the years ended December 31, 2024 and 2023.
2 unchanged sentences
In March 2024, the Company identified an incremental group of EVs in the Americas RAC and International RAC segments (together with the First EV Disposal Group, the "EV Disposal Groups") that it also desired to sell.
−Removed: The EV Disposal Groups were in response to management's determination that the supply of EVs exceeded customer demand, elevated EV damage and collision costs, and a decline in EV residual values.
−Removed: As a result, the EV Disposal Groups were classified as held for sale.
As of December 31, 2024, the sale of the EV Disposal Groups was substantially complete.
−Removed: During the year ended December 31, 2024, the Company incurred incremental charges, primarily in the first half of 2024, of $ 175 million for the write-down on the vehicles, of which $ 164 million and $ 11 million are associated with the Americas RAC and International RAC segments, respectively, and $ 48 million for losses incurred on the vehicles sold, primarily in the Americas RAC segment, which amounts are included in depreciation of revenue earning vehicles and lease charges, net in the accompanying consolidated statement of operations.
−Removed: The aggregate carrying value of the First EV Disposal Group of $ 542 million is included in revenue earning vehicles, net in the accompanying consolidated balance sheet as of December 31, 2023.
−Removed: Note 6— Goodwill and Intangible Assets, Net
−Removed: Recoverability of Goodwill and Indefinite-lived Intangible Assets
−Removed: On an annual basis as of October 1, and at interim periods when circumstances require as a result of a triggering event as defined by ASC 350 - Intangibles, Goodwill and Other, the Company tests the recoverability of its goodwill and indefinite-lived intangible assets by performing an impairment analysis.
−Removed: An impairment is deemed to exist if the carrying value of goodwill or indefinite-lived intangible assets exceed their fair value as determined using Level 3
+Added: During the year ended December 31, 2024, the Company incurred incremental charges, primarily in the first half of 2024, of $ 175 million for the write-down on the vehicles, of which $ 164 million and $ 11 million are associated with
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: inputs under the U.S.
+Added: the Americas RAC and International RAC segments, respectively, and $ 48 million for losses incurred on the vehicles sold, primarily in the Americas RAC segment, which amounts are included in Depreciation of revenue earning vehicles and lease charges, net in the accompanying consolidated statement of operations.
+Added: Note 6— Goodwill and Intangible Assets, Net
+Added: Recoverability of Goodwill and Indefinite-lived Intangible Assets
+Added: On an annual basis as of October 1, and at interim periods when circumstances require as a result of a triggering event as defined by ASC 350 - Intangibles, Goodwill and Other, the Company tests the recoverability of its goodwill and indefinite-lived intangible assets by performing an impairment analysis.
+Added: An impairment is deemed to exist if the carrying value of goodwill or indefinite-lived intangible assets exceed their fair value as determined using Level 3 inputs under the U.S.
GAAP fair value hierarchy.
−Removed: The reviews of fair value involve judgment and estimates, including projected revenues, long-term growth rates, royalty rates and discount rates.
+Added: The reviews of fair value involve judgment and estimates, including projected revenues, long-term growth rates, royalty rates and discount rates, which the Company deems reasonable for this purpose.
The Company performed the goodwill impairment analyses using the income approach, a measurement using Level 3 inputs under the U.S.
10 unchanged sentences
The discount rate used for each indefinite-lived intangible ranged from 12.0 % to 13.0 %.
−Removed: Each of the Company's indefinite-lived intangible assets had fair values that exceeded their respective carrying values by more than 25 %, except for the Dollar and Thrifty tradename in the Company’s U.S.
−Removed: RAC segment which was in excess by 10 % of the carrying value of $ 934 million.
+Added: Each of the Company's indefinite-lived intangible assets had fair values that exceeded their respective carrying values by more than 25 %.
Further deterioration in the Company’s cash flows or the weighted average cost of capital assumptions may result in an impairment charge to earnings in future quarters.
1 unchanged sentence
If the Company's expectations of the operating results, both in magnitude or timing, do not materialize, or if its weighted average cost of capital increases, the Company may be required to record goodwill and indefinite-lived intangible asset impairment charges, which could be material.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following summarizes the changes in the Company's goodwill by segment:
10 unchanged sentences
$ 1,029 $ 16 $ 1,045
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (1) Primarily consists of changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.
(In millions) Americas RAC segment International RAC segment Total
9 unchanged sentences
$ 1,028 $ 16 $ 1,044
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Intangible Assets, Net
14 unchanged sentences
Total intangible assets, net $ 3,766 $ ( 908 ) $ 2,858
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
18 unchanged sentences
Amortization of intangible assets $ 22 $ 25 $ 48
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the Company's expected amortization expense based on its amortizable intangible assets as of December 31, 2025:
6 unchanged sentences
Non-Vehicle Debt
−Removed: First Lien RCF 8.17 % Floating 6/2026 $ 175 $ —
+Added: First Lien RCF (1)
+Added: 8.28 % Floating 3/2028 $ 395 $ 175
Term B Loan 7.52 % Floating 6/2028 1,242 1,255
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Facility Weighted-Average Interest Rate as of December 31, 2024
−Removed: Rate Maturity December 31,
−Removed: 2024 December 31,
Incremental Term B Loan 7.66 % Floating 6/2028 490 495
Term C Loan 7.52 % Floating 6/2028 245 245
−Removed: First Lien Senior Notes (1)
+Added: First Lien Senior Notes 12.63 % Fixed 7/2029 1,250 1,250
+Added: Exchangeable Notes Due 2029 (2)
8.00 % Fixed 7/2029 271 250
−Removed: Exchangeable Notes (2)
+Added: Exchangeable Notes Due 2030 (3)
5.50 % Fixed 10/2030 425 —
−Removed: Senior Notes Due 2026 4.63 % Fixed 12/2026 500 500
+Added: Senior Notes Due 2026 (4)
+Added: 4.63 % Fixed 12/2026 200 500
Senior Notes Due 2029 5.00 % Fixed 12/2029 1,000 1,000
Other Non-Vehicle Debt (5)(6)
−Removed: 15.76 % Fixed Various — 2
+Added: 9.02 % Fixed 6/2065 6 —
+Added: Fair Value of the Exchange Features 2029 (7)
+Added: N/A N/A N/A 78 61
+Added: Fair Value of the Exchange Features 2030 (8)
+Added: N/A N/A N/A 54 —
Unamortized Debt Issuance Costs (9) and Net (Discount) Premium (10)(11)
8 unchanged sentences
HVF III Series 2021-2 (12)
−Removed: N/A Fixed 12/2024 — 2,000
+Added: 2.12 % Fixed 12/2026 2,000 2,000
HVF III Series 2022-1 (12)
+Added: N/A N/A N/A — 750
+Added: HVF III Series 2022-2 (12)
2.78 % Fixed 6/2027 750 750
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Facility Weighted-Average Interest Rate as of December 31, 2025
+Added: Rate Maturity December 31,
+Added: 2025 December 31,
HVF III Series 2022-4 (12)
+Added: N/A N/A N/A — 667
+Added: HVF III Series 2022-5 (12)
4.39 % Fixed 9/2027 364 364
2 unchanged sentences
HVF III Series 2023-2 (12)
−Removed: N/A Fixed 3/2024 — 192
+Added: 6.30 % Fixed 9/2028 300 300
HVF III Series 2023-3 (12)
14 unchanged sentences
5.92 % Fixed 12/2030 310 —
+Added: HVF III Series 2025-5 (12)
+Added: 5.01 % Fixed 5/2029 450 —
+Added: HVF III Series 2025-6 (12)
+Added: 5.31 % Fixed 5/2031 550 —
Vehicle Debt - Other
6 unchanged sentences
New Zealand RCF 5.49 % Floating 8/2027 64 63
−Removed: Financing Facility 7.35 % Floating 1/2025 - 11/2028 153 173
+Added: Financing Facility N/A N/A N/A — 153
+Added: ABS 5.79 % Floating 3/2028 109 —
Other Vehicle Debt (13)
3 unchanged sentences
Total Debt $ 17,054 $ 16,335
+Added: N/A - Not applicable
+Added: (1) In January 2026, the Company made a payment for the stipulated amount of $ 346 million in connection with the case captioned Wells Fargo Bank, National Association v.
+Added: The Hertz Corporation, et.
+Added: al., as further disclosed in Note 15, "Contingencies and Off-Balance Sheet Commitments," which was funded through borrowings under the First Lien RCF.
+Added: (2) The effective interest rate of the Exchangeable Notes Due 2029, inclusive of the bifurcated Exchange Features 2029, as defined and disclosed in Note 13, "Fair Value Measurements," and PIK interest, was approximately 16.4 % and 15.0 % as of December 31, 2025 and 2024, respectively.
+Added: (3) The effective interest rate of the Exchangeable Notes Due 2030, inclusive of the bifurcated Exchange Feature 2030, as disclosed below, was approximately 12.0 % as of December 31, 2025.
+Added: (4) In December 2025, Hertz redeemed $ 300 million aggregate amount of the principal outstanding.
+Added: (5) Other non-vehicle debt as of December 31, 2025 is comprised of $ 6 million in financial liabilities recognized from the sales of certain non-vehicle capital assets, as disclosed in Note 3, "Divestitures."
+Added: (6) Reflects the effective interest rate of other non-vehicle debt.
+Added: (7) Reflects the fair value of the Exchange Features 2029, as defined and disclosed in Note 13, "Fair Value Measurements."
+Added: (8) Reflects the fair value of the Exchange Feature 2030, as disclosed in Note 13, "Fair Value Measurements."
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: N/A - Not applicable
−Removed: (1) The effective interest rate as of December 31, 2024, inclusive of the First Lien Senior Notes issued in June 2024 and December 2024, as disclosed below, was approximately 10.5 %.
−Removed: (2) The effective interest rate as of December 31, 2024, inclusive of the bifurcated Exchange Feature, as disclosed below, and PIK interest, was approximately 15.0 %.
−Removed: (3) Other non-vehicle debt is primarily comprised of $ 1 million in finance lease obligations as of December 31, 2023.
−Removed: (4) Includes approximately $ 9 million of unamortized debt issuances costs associated with the Exchangeable Notes as of December 31, 2024.
+Added: (9) Includes unamortized debt issuance costs of $ 8 million and $ 20 million associated with the Exchangeable Notes Due 2029 and Exchangeable Notes Due 2030, respectively, as of December 31, 2025, and $ 9 million associated with the Exchangeable Notes Due 2029 as of December 31, 2024.
+Added: (10) Includes $ 79 million and $ 103 million as of December 31, 2025 of unamortized discounts associated with the initial recognition of the Exchange Features 2029, as defined and disclosed in Note 13, "Fair Value Measurements," and the Exchange Feature 2030, respectively, and $ 68 million as of December 31, 2024, associated with the initial recognition of the Exchange Feature 2029, as defined Note 13, "Fair Value Measurements.
+Added: (11) Includes $ 4 million of unamortized debt discount associated with the Exchangeable Notes Due 2029 as of December 31, 2025 and 2024.
(12) Maturity reference is to the earlier "expected final maturity date" as opposed to the subsequent "legal final maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness originally expect the outstanding principal of the relevant indebtedness to be repaid in full.
2 unchanged sentences
Non-Vehicle Debt
−Removed: First Lien Credit Agreement
+Added: First Lien Credit Agreement / First Lien RCF
First Lien RCF:
3 unchanged sentences
The above referenced margins are dependent upon Hertz's consolidated total corporate leverage ratio, as defined in the First Lien Credit Agreement.
−Removed: The First Lien RCF matures on June 30, 2026.
−Removed: In April 2024, the First Lien Credit Agreement, which requires Hertz to comply with a financial covenant consisting of a ratio of first lien debt to Consolidated EBITDA, as defined within the First Lien Credit Agreement, which may be materially different than Adjusted Corporate EBITDA presented in Part II, Item 7 of this Annual Report, was amended.
+Added: The First Lien RCF matures in March 2028.
+Added: On April 1 2025, Amendment No.
Amendment No.
−Removed: 8 required a ratio of less than or equal to 5.0 x in the second and third quarters of 2024 and requires 4.75 x in the fourth quarter of 2024 and the first quarter of 2025.
+Added: 8 contained a minimum liquidity covenant of $ 400 million for each month ending in the second and third quarters of 2024 and $ 500 million for each month ending in the fourth quarter of 2024 and the first quarter of 2025.
Amendment No.
−Removed: 8 also contained a minimum liquidity covenant of $ 400 million for each month ending in the second and third quarters of 2024 and $ 500 million for each month ending in the fourth quarter of 2024 and the first quarter of 2025.
−Removed: Liquidity as defined in the First Lien Credit Agreement may be materially different than corporate liquidity presented in Part II, Item 7 of this 2024 Annual Report.
+Added: 8 also temporarily amended Hertz's compliance with the First Lien Ratio, as defined within the First Lien Credit Agreement and may be materially different than Adjusted Corporate EBITDA presented in Part II, Item 7 of this 2025 Annual Report, to require a ratio of less than or equal to 5.0 x in the second and third quarters of 2024 and 4.75 x in the fourth quarter of 2024 and first quarter of 2025.
+Added: Upon expiration of Amendment No.
+Added: 8, the First Lien Ratio reverted to a requirement of less than or equal to 3.0 x in the first and last quarters of the calendar year and 3.5 x in the second and third quarters of the calendar year.
+Added: In May 2025, Hertz entered into Amendment No.
+Added: 10, which provided for the extension of the maturity date of $ 1.7 billion of commitments under Hertz's existing $ 2.0 billion First Lien RCF from June 2026 to March 2028, subject to a springing maturity date (as defined in the First Lien Credit Agreement) and made certain other amendments to the First Lien Credit Agreement.
+Added: Hertz will have access to up to $ 2.0 billion under the First Lien RCF until June 2026, and thereafter the aggregate amount of commitments under the First Lien RCF will be $ 1.7 billion until March 2028, after giving effect to the terms of Amendment No.
Amendment No.
−Removed: 8 also adds certain limitations on Restricted Payments and Permitted Investments (each as defined in the First Lien Credit Agreement).
+Added: 10 also contains a minimum liquidity covenant, consistent with that of Amendment No.
+Added: 8, which requires $ 400 million for each month ending in the second and third quarters of the calendar year and $ 500 million for each month ending in the first and fourth quarter of the calendar year.
+Added: Amendment No.
+Added: 10 also adds certain limitations, including with respect to Restricted Payments and Permitted Investments (each as defined in the First Lien Credit Agreement).
Under the terms of Amendment No.
−Removed: 8, the increased First Lien Ratio, minimum liquidity covenant, and limitations on Restricted Payments and Permitted Investments will sunset on the first day of the second quarter of 2025.
−Removed: In July 2024, consistent with obligations arising from the issuance of the First Lien Senior Notes and the Exchangeable Notes, as disclosed below, Hertz Holdings entered into a parent guarantee agreement with the administrative agent for the First Lien Credit Agreement.
−Removed: Prior to the issuance of each of the First Lien Senior Notes and the Exchangeable Notes, Hertz Holdings did not guarantee the obligations under the First Lien Credit Agreement.
−Removed: First Lien Senior Notes
−Removed: In June 2024, Hertz issued $ 750 million in aggregate principal amount of the First Lien Senior Notes, which are guaranteed by Hertz Holdings, Rental Car Intermediate Holdings, LLC and each of Hertz’s direct and indirect U.S.
−Removed: subsidiaries that are guarantors under the First Lien Credit Agreement.
−Removed: The First Lien Senior Notes bear interest at a rate of 12.625 % per annum payable semi-annually in arrears on January 15 and July 15 of each year, beginning in January 2025.
−Removed: The First Lien Senior Notes mature July 2029.
−Removed: In December 2024, Hertz issued an additional $ 500 million in aggregate principal amount of First Lien Senior Notes.
−Removed: The additional First Lien Senior Notes are the same class and series, and otherwise identical to, the First Lien Senior Notes issued in June 2024, as disclosed above.
+Added: 10, the minimum liquidity covenant and certain restrictions will sunset upon the end of the Relief Period (as defined in the First Lien Credit Agreement).
+Added: Exchangeable Notes Due 2029
+Added: In June 2024, Hertz issued $ 250 million in aggregate principal amount of the Exchangeable Notes Due 2029.
+Added: The Exchangeable Notes Due 2029 bear PIK interest payable semi-annually in arrears on January 15 and July 15, which began in January 2025, whereby PIK interest increases the principal amount of the Exchangeable Notes Due 2029 upon each Semi-annual PIK Event.
+Added: In connection with the Semi-annual PIK Event in the first and third
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Exchangeable Notes
−Removed: In June 2024, Hertz issued $ 250 million in aggregate principal amount of the Exchangeable Notes, which are guaranteed by Hertz Holdings, Rental Car Intermediate Holdings, LLC and each of Hertz’s direct and indirect U.S.
−Removed: subsidiaries that are guarantors under the First Lien Credit Agreement.
−Removed: The Exchangeable Notes bear PIK interest payable semi-annually in arrears on July 15 and January 15 of each year, beginning in January 2025.
−Removed: The Exchangeable Notes mature in July 2029, unless repurchased, redeemed or exchanged, in accordance with their terms prior to the Maturity Date.
−Removed: Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods.
−Removed: Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the Maturity Date.
−Removed: The Exchangeable Notes will be exchangeable by holders into shares of Hertz Global common stock, cash or a combination of common stock and cash, at the Company's election, at an initial exchange rate of 150.9388 shares per $1,000 principal amount of Exchangeable Notes, corresponding to an initial exchange price of $ 6.6252 per share, subject to adjustment upon the occurrence of certain events.
−Removed: The Company may redeem the Exchangeable Notes on or after July 20, 2027 and on or prior to the 31st scheduled trading day immediately preceding the Maturity Date, if the last reported sale price per share of Hertz Global common stock has been at least 250 % of the exchange price for the Exchangeable Notes for certain specified periods.
−Removed: The Company may redeem all (but not part) of the Exchangeable Notes at a cash redemption price equal to the initial principal amount of the Exchangeable Notes to be redeemed plus PIK interest on such Exchangeable Notes for each interest payment date occurring on or prior to the redemption date plus accrued and unpaid PIK interest on such Exchangeable Notes to, but not including, the redemption date.
−Removed: At the time of issuance, certain investors affiliated with CK Amarillo, which is an affiliate of Hertz Holdings, purchased approximately $ 44 million of the Exchangeable Notes.
−Removed: In addition, in December 2024, Hertz paid certain investors affiliated with CK Amarillo approximately $ 1 million in consent fees in exchange for such investors tendering their consents, in a consent solicitation of holders of the Exchangeable Notes, to amend certain provisions of the indenture governing the Exchangeable Notes.
−Removed: Refer to Note 16, "Related Party Transactions," for further details.
−Removed: Upon issuance, the Company bifurcated the Exchange Feature from the Exchangeable Notes for accounting purposes utilizing applicable guidance.
+Added: quarters of 2025, the Company increased the principal amount of the Exchangeable Notes Due 2029 by $ 11 million and $ 10 million, respectively.
+Added: Upon issuance, the Company bifurcated the Exchange Feature 2029, as defined in Note 13, "Fair Value Measurements," from the Exchangeable Notes Due 2029 for accounting purposes utilizing applicable guidance.
As a result, the Company recognized a debt discount of $ 68 million within non-vehicle debt, representing the initial fair value of the Exchange Feature 2029.
−Removed: As of December 31, 2024, the fair value of the Exchange Feature was $ 61 million.
+Added: Additionally, for each Semi-annual PIK Event, the Company bifurcates the Exchange Feature 2029 PIK from the Exchangeable Notes Due 2029 for accounting purposes utilizing applicable guidance.
+Added: As a result, the Company has recognized a debt discount of $ 11 million within non-vehicle debt representing the initial fair values.
Refer to Note 13, "Fair Value Measurements," for further details.
−Removed: The net carrying amount of the Exchangeable Notes consists of the following:
−Removed: (In millions) December 31, 2024
+Added: Prior to April 15, 2029, the Exchangeable Notes Due 2029 will be exchangeable only upon satisfaction of certain conditions and during certain periods.
+Added: Thereafter, the Exchangeable Notes Due 2029 will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the Maturity Date 2029.
+Added: The Exchangeable Notes Due 2029 will be exchangeable by holders into shares of Hertz Global common stock, cash or a combination of common stock and cash, at the Company's election, at an initial exchange rate of 150.9388 shares per $1,000 principal amount of Exchangeable Notes Due 2029, corresponding to an initial exchange price of $ 6.6252 per share, subject to adjustment upon the occurrence of certain events.
+Added: The Company may redeem the Exchangeable Notes Due 2029 on or after July 20, 2027 and on or prior to the 31st scheduled trading day immediately preceding the Maturity Date 2029, if the last reported sale price per share of Hertz Global common stock has been at least 250 % of the exchange price for the Exchangeable Notes Due 2029 for certain specified periods.
+Added: The Company may redeem all (but not part) of the Exchangeable Notes Due 2029 at a cash redemption price equal to the initial principal amount of the Exchangeable Notes Due 2029 to be redeemed plus PIK interest on such Exchangeable Notes Due 2029 for each interest payment date occurring on or prior to the redemption date plus accrued and unpaid PIK interest on such Exchangeable Notes Due 2029 to, but not including, the redemption date.
+Added: The net carrying amount of the Exchangeable Notes Due 2029 consists of the following:
+Added: (In millions) December 31, 2025 December 31, 2024
Principal $ 250 $ 250
−Removed: Unamortized debt discount and debt issuance costs (1)
+Added: Non-cash PIK interest 21 —
+Added: Unamortized debt discounts and issuance costs (1)
+Added: ( 12 ) ( 13 )
+Added: Unamortized discounts associated with the Exchange Features 2029 (2)
+Added: ( 67 ) ( 65 )
+Added: Fair value of the Exchange Features 2029 (3)
Net carrying amount $ 270 $ 233
−Removed: (1) The debt discount is amortized to non-vehicle interest expense over the term of the Exchangeable Notes using the effective interest method.
+Added: (1) Debt issuance costs are amortized to non-vehicle interest expense over the term of the Exchangeable Notes Due 2029 using the effective interest method.
+Added: (2) Reflects the unamortized discount associated with the Exchange Features 2029, as defined in Note 13, "Fair Value Measurements," net of accretive interest which is amortized to non-vehicle interest expense over the term of the Exchangeable Notes Due 2029 using the effective interest method.
+Added: (3) As defined and further disclosed in Note 13, "Fair Value Measurements."
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The Company recognized interest expense associated with the Exchangeable Notes as follows below for the year ended December 31, 2024.
−Removed: There was no interest expense recognized for the years ending December 31, 2023 and 2022.
+Added: Interest expense recognized for the Exchangeable Notes Due 2029 consists of the following:
Year ended December 31,
(In millions) 2025 2024 2023
−Removed: Contractual interest expense $ 10
+Added: Non-cash PIK interest $ 21 $ 10 $ —
Amortization of debt discount and debt issuance costs 2 1 —
+Added: Accretive interest 9 3 —
+Added: (Gain) loss on fair value of the Exchange Features 2029 (1)
+Added: Total $ 38 $ 7 $ —
+Added: (1) As defined and further disclosed in Note 13, "Fair Value Measurements."
+Added: Exchangeable Notes Due 2030
+Added: In September 2025, Hertz issued $ 425 million in aggregate principal amount of the Exchangeable Notes Due 2030, which are guaranteed by Hertz Holdings, Rental Car Intermediate Holdings, LLC and each of Hertz's existing and future, direct and indirect, U.S.
+Added: subsidiaries that are guarantors under the First Lien Credit Agreement.
+Added: The Exchangeable Notes Due 2030 bear interest at a rate of 5.500 % per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026.
+Added: The Exchangeable Notes Due 2030 mature on October 1, 2030, unless earlier repurchased, redeemed or exchanged, in accordance with their terms prior to the Maturity Date 2030.
+Added: Prior to July 1, 2030, the Exchangeable Notes Due 2030 will be exchangeable only upon satisfaction of certain conditions and during certain periods.
+Added: Thereafter, the Exchangeable Notes Due 2030 will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the Maturity Date 2030.
+Added: The Exchangeable Notes Due 2030 will be exchangeable by holders into shares of Hertz Global common stock, cash or a combination of common stock and cash, at Hertz's election, at an initial exchange rate of 108.2808 shares per $1,000 principal amount of Exchangeable Notes Due 2030, corresponding to an initial exchange price of $ 9.24 per share of Hertz Global common stock, subject to adjustment upon the occurrence of certain events.
+Added: Hertz may not redeem the Exchangeable Notes Due 2030 prior to October 6, 2028.
+Added: On or after October 6, 2028 and on or prior to the 26th scheduled trading day immediately preceding the Maturity Date 2030, if the last reported sale price per share of Hertz Global common stock has been at least 130 % of the exchange price for the Exchangeable Notes Due 2030 for certain specified periods and certain other conditions are satisfied, Hertz may redeem all or a portion (subject to certain limitations) of the Exchangeable Notes Due 2030.
+Added: The redemption will be at a cash redemption price equal to the principal amount of the Exchangeable Notes Due 2030 to be redeemed plus accrued and unpaid interest on such Exchangeable Notes Due 2030 to, but not including, the redemption date.
+Added: Upon issuance of the Exchangeable Notes Due 2030, the Company bifurcated the Exchange Feature 2030 from the Exchangeable Notes Due 2030 for accounting purposes utilizing applicable guidance.
+Added: As a result, the Company recognized a debt discount of $ 103 million within non-vehicle debt, representing the initial fair value of the Exchange Feature 2030.
+Added: Refer to Note 13, "Fair Value Measurements," for further details.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The net carrying amount of the Exchangeable Notes Due 2030 consists of the following:
+Added: (In millions) December 31, 2025 December 31, 2024
+Added: Principal $ 425 $ —
+Added: Unamortized debt issuance costs (1)
+Added: Unamortized discounts associated with the Exchange Feature 2030 (2)
+Added: Fair value of the Exchange Feature 2030 (3)
+Added: Net carrying amount $ 360 $ —
+Added: (1) Debt issuance costs are amortized to non-vehicle interest expense over the term of the Exchangeable Notes Due 2030 using the effective interest method.
+Added: (2) Reflects the unamortized discount associated with the Exchange Feature 2030, net of accretive interest which is amortized to non-vehicle interest expense over the term of the Exchangeable Notes Due 2030 using the effective interest method.
+Added: (3) As further disclosed in Note 13, "Fair Value Measurements."
+Added: Interest expense recognized for the Exchangeable Notes Due 2030 consists of the following:
+Added: Year ended December 31,
+Added: (In millions) 2025 2024 2023
+Added: Contractual interest expense $ 6 $ — $ —
+Added: Amortization of debt issuance costs 1 — —
+Added: Accretive interest 4 — —
(Gain) loss on fair value of Exchange Feature 2030 (1)
−Removed: (1) Refer also to Note 13, "Fair Value Measurements."
+Added: Total $ ( 38 ) $ — $ —
+Added: (1) As further disclosed in Note 13, "Fair Value Measurements."
In June 2021, Hertz established the HVF III securitization platform (the "HVF III U.S.
14 unchanged sentences
Vehicle Medium Term Notes.
−Removed: Vehicle Variable Funding Notes
−Removed: HVF III Series 2021-A Notes
−Removed: In April 2024, HVF III amended the HVF III Series 2021-A Notes to extend the maturity of the Class A Notes to April 2026.
−Removed: In May 2024, HVF III amended the HVF III Series 2021-A Notes to reduce the Tesla concentration limit.
−Removed: Vehicle Medium Term Notes
−Removed: HVF III Series 2024-1 Notes and Series 2024-2 Notes
−Removed: In July 2024, HVF III issued the Series 2024-1 Notes (Class A, Class B, Class C and Class D) and Series 2024-2 Notes (Class A, Class B, Class C and Class D) each in aggregate principal amounts of $ 375 million with maturity dates of January 2028 and January 2030, respectively.
−Removed: There is subordination within each of the preceding series based on class.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Vehicle Variable Funding Notes
+Added: In May 2025, HVF III amended the HVF III Series 2021-A Notes, which provided for the extension of the maturity date of $ 2.9 billion of aggregate commitments of Class A Notes from April 2026 to May 2027.
+Added: In August 2025, $ 780 million in non-extending commitments were voluntarily terminated.
+Added: In June 2025, HVF III amended the HVF III Series 2021-A Notes to issue new Class B Notes in which aggregate commitments were increased from $ 188 million to $ 300 million and the maturity date was extended to June 2027.
+Added: The Class B Notes are subordinate to the Class A Notes.
+Added: In August 2025, HVF III amended the HVF III Series 2021-A Notes to permit borrowings and repayments of principal under the Class B Notes and to allow for future issuance of a Class C tranche of notes.
+Added: Vehicle Medium Term Notes ("MTNs")
+Added: In March 2025, HVF III issued the Series 2025-1 (Class A, Class B, Class C and Class D) and Series 2025-2 Notes (Class A, Class B, Class C and Class D) each in aggregate principal amount of $ 500 million with maturity dates of September 2028 and September 2030, respectively.
+Added: In June 2025, HVF III issued the Series 2025-3 (Class A, Class B, Class C and Class D) and Series 2025-4 Notes (Class A, Class B, Class C and Class D) in aggregate principal amounts of $ 375 million and $ 310 million with maturity dates of December 2028 and December 2030, respectively.
+Added: In December 2025, HVF III issued the Series 2025-5 (Class A, Class B, Class C and Class D) and Series 2025-6 Notes (Class A, Class B, Class C and Class D) in aggregate principal amounts of $ 450 million and $ 550 million with maturity dates of May 2029 and May 2031, respectively.
+Added: There is subordination within each of the preceding series based on class.
Vehicle Debt-Other
1 unchanged sentence
The lenders under the European ABS have been granted a security interest in the owned rental vehicles used in the Company's vehicle rental operations in these countries and certain contractual rights related to such vehicles.
−Removed: In April 2024, International Fleet Financing No.
−Removed: 2 BV ("IFF No.
−Removed: 2"), an indirect, special purpose subsidiary of Hertz, amended the European ABS to increase the aggregate maximum borrowings from € 1.2 billion to € 1.3 billion.
−Removed: In June 2024, the European ABS was amended to (i) incorporate the Belgium fleet within the European ABS financing structure and (ii) make certain other administrative amendments and revisions for the incorporation of the Belgian fleet.
−Removed: The aggregate maximum borrowings available under the European ABS remain unchanged after giving effect to the aforementioned amendments and revisions.
+Added: In May 2025, IFF No.
+Added: 2 amended the European ABS, which provided for the extension of the maturity date of total aggregate maximum borrowings of € 1.2 billion, inclusive of the addition of Class B Notes, to April 2027.
+Added: In August 2025, € 129 million of non-extending commitments were voluntarily terminated.
+Added: In July 2025, IFF No.
+Added: 2 amended the European ABS for the issuance of Class C Notes in an aggregate principal amount of € 100 million.
+Added: The Class C Notes can be drawn and repaid on a revolving basis and have a maturity date of April 2027.
+Added: After giving effect to the issuance of the Class C Notes, total aggregate maximum borrowings available under the European ABS are € 1.3 billion until April 2027.
Hertz Canadian Securitization
Hertz maintains a financing through TCL Funding Limited Partnership, a bankruptcy remote, indirect, wholly owned, special purpose subsidiary of Hertz, for the purpose of financing its rental car fleet operations in Canada (the "Hertz Canadian Securitization").
−Removed: In April 2024, the Hertz Canadian Securitization was amended to extend the maturity date to April 2026.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: In May 2025, the Hertz Canadian Securitization was amended to extend the maturity date to April 2027.
Australian Securitization
4 unchanged sentences
The lender under the Australian Securitization has been granted a security interest primarily in the owned rental vehicles used in its vehicle rental operations in Australia and certain contractual rights related to such vehicles.
−Removed: In July 2024, the Australian Securitization was amended to extend the maturity date to June 2026.
+Added: In June 2025, the Australian Securitization was amended to extend the maturity date to June 2027.
New Zealand RCF
1 unchanged sentence
Hertz New Zealand is the borrower under a credit agreement that provides for aggregate maximum borrowings on a revolving basis under an asset-based revolving credit facility (the “New Zealand RCF”).
−Removed: In September 2024, the New Zealand RCF was amended to extend the maturity date to August 2026.
−Removed: Financing Facility
−Removed: In July 2024, the U.K.
−Removed: Financing Facility was amended to increase aggregate maximum borrowings from £ 135 million to £ 170 million and to extend the maturity date to May 2025.
−Removed: In December 2024, HFF entered into the U.K.
−Removed: ABS, which provides for aggregate maximum borrowings of £ 145 million and matures in December 2026.
+Added: In August 2025, the New Zealand RCF was amended to extend the maturity date to August 2027.
ABS is intended to be the primary vehicle financing facility for the Company's vehicle rental fleet in the U.K., in which the lenders under the U.K.
−Removed: ABS are granted a security
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: interest in the owned rental vehicles used in the Company's vehicle rental operations in the U.K.
+Added: ABS are granted a security interest in the owned rental vehicles used in the Company's vehicle rental operations in the U.K.
and certain contractual rights related to such vehicles.
−Removed: As of December 31, 2024, the U.K.
−Removed: ABS has not been funded and no capacity is available.
−Removed: As of January 31, 2025, the U.K.
−Removed: ABS has committed capacity of £ 145 million.
+Added: In December 2024, HFF entered into the U.K.
+Added: Upon entrance, the U.K.
+Added: ABS was not funded.
+Added: During the first quarter of 2025, the U.K.
+Added: ABS aggregate maximum borrowings were increased to £ 215 million.
+Added: In December 2025, the U.K.
+Added: ABS was amended to extend the maturity date to March 2028.
As of December 31, 2025, the nominal amounts of maturities of debt for each of the years ending December 31 are as follows:
1 unchanged sentence
Other Non-Vehicle Debt $ 284 $ 18 $ 2,270 $ 2,250 $ — $ 6
−Removed: Exchangeable Notes — — — — 250 —
+Added: Exchangeable Notes Due 2029
+Added: — — — 271 — —
+Added: Exchangeable Notes Due 2030
+Added: — — — — 425 —
Total Non-Vehicle Debt 284 18 2,270 2,521 425 6
2 unchanged sentences
The Company has reviewed its debt facilities and determined that it is probable that the Company will be able, and has the intent, to refinance these facilities at such times as the Company determines appropriate prior to their respective maturities.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Borrowing Capacity and Availability
4 unchanged sentences
With respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time).
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following facilities were available to the Company as of December 31, 2025 and are presented net of any outstanding letters of credit:
10 unchanged sentences
New Zealand RCF 6 1
−Removed: Financing Facility 61 —
Other Vehicle Debt 42 —
Total Vehicle Debt 2,469 1
−Removed: Total $ 3,318 $ 1,251
+Added: $ 3,393 $ 925
+Added: (1) In January 2026, the Company made a payment for the stipulated amount of $ 346 million in connection with the case captioned Wells Fargo Bank, National Association v.
+Added: The Hertz Corporation, et.
+Added: al., as further disclosed in Note 15, "Contingencies and Off-Balance Sheet Commitments," which was funded through borrowings under the First Lien RCF.
Letters of Credit
3 unchanged sentences
As of December 31, 2025, none of the issued letters of credit have been drawn upon.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Hertz also has access to Standby LCs, in which, at Hertz's option and under the terms of the facilities, Hertz may request letters of credit be issued for itself and on behalf of certain of its subsidiaries up to the committed amounts of the facilities.
+Added: In February 2026, Hertz increased the committed amounts under its Standby LCs by approximately $ 200 million.
Pledges Related to Vehicle Financing
3 unchanged sentences
2, whose sole purpose is to provide commitments to lend under the European ABS in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries.
−Removed: 2 is a VIE and the Company is the primary beneficiary, therefore, the assets, liabilities and results of operations of IFF No.
+Added: 2 is a VIE and the Company is the primary beneficiary;
+Added: therefore, the assets, liabilities and results of operations of IFF No.
2 are included in the accompanying consolidated financial statements.
1 unchanged sentence
2 had total assets of $ 1.1 billion and $ 1.4 billion, respectively, comprised primarily of intercompany receivables, and total liabilities of $ 1.1 billion and $ 1.4 billion, respectively, comprised primarily of debt.
−Removed: In November 2024, the Company incorporated HFF as a special purpose orphan entity.
+Added: The Company incorporates HFF as a special purpose orphan entity.
HFF provides a vehicle financing facility for the Company's vehicle rental fleet in the U.K.
through the U.K.
−Removed: ABS, which was entered into in December 2024, as disclosed above.
−Removed: HFF is a VIE and the Company is the primary beneficiary, therefore, the assets, liabilities and results of operations of HFF are included in the accompanying consolidated financial
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: HFF is a VIE, and the Company is the primary beneficiary;
+Added: therefore, the assets, liabilities and results of operations of HFF are included in the accompanying consolidated financial statements.
+Added: As of December 31, 2025, HFF had total assets of $ 135 million, comprised primarily of intercompany receivables, and total liabilities of $ 135 million, comprised primarily of debt.
As of December 31, 2024, HFF had total assets of $ 2 million, comprised primarily of deferred financing costs, and total liabilities of $ 2 million, comprised primarily of accrued liabilities.
Covenant Compliance
−Removed: The First Lien Credit Agreement r e quires Hertz to comply with the following financial covenant:
+Added: The First Lien Credit Agreement requires Hertz to comply with the following financial covenant:
a First Lien Ratio, which requires a ratio of less than or equal to 3.0 x in the first and last quarters of the calendar year and 3.5 x in the second and third quarters of the calendar year.
Amendment No.
−Removed: 8 temporarily increases the First Lien Ratio and contains a minimum liquidity covenant for each fiscal quarter beginning in the second quarter of 2024 and sunsets on the first day of the second quarter of 2025, as disclosed above.
−Removed: As of December 31, 2024, Hertz was in compliance with the First Lien Ratio, as temporarily amended.
+Added: 8 temporarily increased the First Lien Ratio and contained a minimum liquidity covenant, which expired on the first day of the second quarter of 2025, as disclosed above.
+Added: Additionally, Amendment No.
+Added: 10 requires a minimum liquidity covenant, consistent with Amendment No.
+Added: 8, and will sunset upon the end of the Relief Period, as disclosed above.
+Added: As of December 31, 2025, Hertz was in compliance with the First Lien Ratio.
+Added: As of December 31, 2025, Hertz was in compliance with the minimum liquidity covenant, as disclosed above.
Additionally, the Corporate Indebtedness contains customary affirmative covenants including, among other things, the delivery of quarterly and annual financial statements and/or compliance certificates, and covenants related to conduct of business, maintenance of property and insurance, compliance with environmental laws and, where applicable, the granting of security interests for the benefit of the secured parties under the applicable agreements on after-acquired real property, fixtures and future subsidiaries.
The terms of the Corporate Indebtedness contain covenants limiting the ability of Hertz and its restricted subsidiaries to:
−Removed: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, Hertz Global capital stock; make certain investments or other restricted payments; sell certain assets; transfer intellectual property to unrestricted subsidiaries; merge, consolidate or sell all or substantially all of its assets; and create restrictions on the ability of Hertz’s restricted subsidiaries to pay dividends or other amounts to Hertz.
+Added: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, Hertz Global capital stock; make certain investments or other restricted payments; sell certain assets; transfer intellectual property to unrestricted subsidiaries; merge, consolidate or sell all or substantially all of its assets; and create restrictions on the ability of Hertz’s restricted subsidiaries to
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: pay dividends or other amounts to Hertz.
As per the terms of the Corporate Indebtedness, these covenants are subject to a number of important and significant limitations, qualifications and exceptions.
15 unchanged sentences
Management makes certain assumptions relating to discount rates, salary growth, long-term return on plan assets, retirement rates, mortality rates and other factors when determining amounts to be recognized.
−Removed: These assumptions
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: are reviewed annually by management, assisted by the enrolled actuary, and updated as warranted.
+Added: These assumptions are reviewed annually by management, assisted by the enrolled actuary, and updated as warranted.
The Company uses a December 31 measurement date for all of the plans and utilizes fair value to calculate the market-related value of pension assets for purposes of determining the expected return on plan assets and accounting for asset gains and losses.
4 unchanged sentences
Prior service cost is amortized on a straight-line basis from the date recognized over the average remaining service period of active participants, when applicable.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The tables below set forth the funded status and the net periodic pension cost of the Hertz Retirement Plan and the retirement plans for international operations (“Non-U.S.”), together with amounts included in the accompanying consolidated balance sheets and statements of operations.
5 unchanged sentences
Interest cost 18 18 9 8
+Added: Plan curtailments — — ( 3 ) —
Plan settlements ( 26 ) ( 28 ) — —
14 unchanged sentences
Plan assets (less than) in excess of the benefit obligation $ 3 $ ( 24 ) $ ( 36 ) $ ( 43 )
+Added: In 2025, discount rates decreased resulting in an actuarial loss for the U.S.
+Added: pension plan, partially offset by assumption changes from an experience study, a change in long-term lump sum interest rate and census experience.
+Added: Discount rates increased, resulting in actuarial gains for the Non-U.S.
+Added: pension plans.
+Added: Additionally, changes in the turnover and inflation assumptions contributed to actuarial gains for France and the U.K., respectively, which were partially offset by changes in the mortality assumption.
In 2024, discount rates increased, resulting in actuarial gains for the U.S.
1 unchanged sentence
Additionally, changes in the mortality assumption contributed to actuarial gains for the U.K., partially offset by changes in the inflation assumption.
−Removed: In 2023, discount rates decreased, resulting in actuarial losses for the U.S.
−Removed: pension plans, partially offset by changes in the inflation and mortality assumptions in the U.K.
HERTZ GLOBAL HOLDINGS, INC.
75 unchanged sentences
Level 1 Level 2 Measured at NAV (1)
−Removed: Cash $ 7 $ — $ — $ 9 $ — $ —
−Removed: Short Term Investments — 23 — — 36 —
−Removed: Equity Funds (2) :
−Removed: Large Cap — — — — 45 —
−Removed: Small Cap — — — — 5 —
−Removed: International Large Cap — — — — 20 —
−Removed: International Small Cap — — — — 3 —
−Removed: International Emerging Markets — — — — 5 4
+Added: Cash and cash equivalents $ 28 $ — $ — $ 5 $ 23 $ —
+Added: Pooled funds (2)(3)
+Added: — 148 36 — 139 33
Fixed Income Securities:
3 unchanged sentences
Municipal bonds — 2 — — 2 —
−Removed: Non-Investment Grade Fixed Income (2)
−Removed: — 139 — — 19 —
+Added: Other assets, net (5)
Total fair value of pension plan assets $ 31 $ 275 $ 36 $ 7 $ 285 $ 33
(1) Includes certain investments where the fair value measurement utilizes the net asset value ("NAV"), and as such, are not classified in the fair value levels above.
+Added: (2) Includes investments in U.S.
+Added: and foreign equities and fixed income securities.
(3) The Level 2 investments relate to investment funds that publish daily NAV per unit.
3 unchanged sentences
However, they are measured at the published NAV because the quoted NAV per unit represents the price at which the investment would be sold in a transaction between independent market participants.
+Added: (4) Includes agency bonds.
+Added: (5) Includes receivables, payables and derivatives.
The Company's U.K.
pension plan (the "U.K.
−Removed: Plan") has a target allocation of 12 % actively managed diversified growth and multi-asset credit funds, 8 % passive equity funds and 80 % protection portfolio that consists of liability driven investments, Sterling liquidity fund and U.K.
+Added: Plan") has a target allocation of 13 % actively managed diversified growth and multi-asset credit funds and 87 % protection portfolio that consists of liability driven investments, Sterling liquidity fund and U.K.
corporate bonds.
19 unchanged sentences
Level 1 Level 2 Measured at NAV (1)
−Removed: Actively Managed Multi-Asset Funds:
−Removed: Diversified Growth Funds (2)
−Removed: $ — $ — $ — $ — $ — $ —
−Removed: Multi Asset Credit — — 16 — — 16
−Removed: Passive Equity Funds:
−Removed: Overseas Equities (2)
−Removed: Passive Bond Funds:
−Removed: Corporate Bonds 4 — — 4 — —
−Removed: Liability Driven Investments (2)
+Added: Cash and cash equivalents $ 1 $ — $ — $ 1 $ — $ —
+Added: Pooled funds (2)(3)
113 — 17 103 — 16
−Removed: Liquidity Fund 1 — — 1 — —
Total fair value of pension plan assets $ 114 $ — $ 17 $ 104 $ — $ 16
(1) Includes certain investments where the fair value measurement utilizes NAV, and as such, are not classified in the fair value levels above.
+Added: (2) Includes investments in U.K.
+Added: and foreign equities and fixed income securities.
(3) The Level 1 investments relate to investment funds that publish daily NAV per unit.
7 unchanged sentences
In 2025, the Company made a $ 9 million contribution to the Hertz Retirement Plan and a $ 1 million contribution to the U.K.
−Removed: The Company did no t make any contributions to the Hertz Retirement Plan or the U.K.
−Removed: Plan in 2023.
+Added: In 2024, the Company made a $ 9 million contribution to the Hertz Retirement Plan and a $ 2 million contribution to the U.K.
The Company does no t currently anticipate contributing to the Hertz Retirement Plan during 2026.
8 unchanged sentences
Total estimated future benefits payments $ 397
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9— Stock-Based Compensation
4 unchanged sentences
Hertz Global initially authorized 62,250,055 shares of its common stock pursuant to awards granted under the 2021 Omnibus Plan.
−Removed: In addition, beginning on June 30, 2022, and ending on June 20, 2031 (the “Evergreen Date”), the total authorized shares under the 2021 Omnibus Plan will automatically increase by a number of shares equal to 2 % of the total number of shares of Hertz Global's common stock outstanding on the June 29th immediately preceding the applicable Evergreen Date (the "Evergreen Increase").
+Added: In addition, beginning on June 30, 2022, and ending on June 20, 2031 (the
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: “Evergreen Date”), the total authorized shares under the 2021 Omnibus Plan will automatically increase by a number of shares equal to 2 % of the total number of shares of Hertz Global's common stock outstanding on the June 29th immediately preceding the applicable Evergreen Date (the "Evergreen Increase").
Notwithstanding the foregoing, Hertz Global's Board may act prior to the Evergreen Date of a given year to provide that there will be no Evergreen Increase for such year, or that the increase for such year will be a lesser number of shares.
−Removed: As of December 31, 2024, 43,816,240 shares of the Hertz Global's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan , which reflects application of the Evergreen Increase as prescribed by the 2021 Omnibus Plan in each of June 2024 and 2023.
+Added: As of December 31, 2025, 36,090,864 shares of the Hertz Global's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan, which reflects application of the Evergreen Increase as prescribed by the 2021 Omnibus Plan in June 2025.
Vesting of the outstanding equity awards is also subject to accelerated vesting as set forth in the 2021 Omnibus Plan.
4 unchanged sentences
$ 60 $ ( 6 ) $ 85
−Removed: Income tax benefit ( 7 ) ( 8 ) ( 7 )
+Added: Income tax (benefit) expense ( 9 ) ( 7 ) ( 8 )
Employee compensation expense, net $ 51 $ ( 13 ) $ 77
9 unchanged sentences
Unless otherwise determined by the Compensation Committee or Board at or after the grant date, tandem SARs will have substantially similar terms as the stock options with which they are granted.
−Removed: Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Compensation Committee or Board) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of
+Added: Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Compensation Committee or Board) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the SAR.
+Added: The Company accounts for stock options as equity-classified awards and recognizes compensation cost on a straight-line basis over the vesting period.
+Added: The value of each stock option award is estimated on the grant date
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the SAR.
−Removed: The Company accounts for stock options as equity-classified awards and recognizes compensation cost on a straight-line basis over the vesting period.
−Removed: The value of each stock option award is estimated on the grant date using a Black-Scholes option valuation model that incorporates the assumptions noted in the following table.
+Added: using a Black-Scholes option valuation model that incorporates the assumptions noted in the following table.
The Company calculates the expected volatility based on the historical movement of its share price.
6 unchanged sentences
A summary of stock option activity under the 2021 Omnibus Plan as of December 31, 2025 is presented below:
−Removed: Options Shares Weighted
+Added: Shares Weighted
Price Weighted-
2 unchanged sentences
Outstanding as of January 1, 2025 (1)
+Added: 1,702,418 $ 26.17 6.7 $ —
Granted — — 0.0 —
2 unchanged sentences
Outstanding as of December 31, 2025
+Added: 1,158,270 26.17 5.8 —
Exercisable as of December 31, 2025
+Added: ( 1,158,270 ) 26.17 5.8 —
Non-vested as of December 31, 2025
+Added: (1) All shares outstanding as of January 1, 2025 were vested.
Performance Stock Awards, Performance Stock Units and Performance Units
8 unchanged sentences
A summary of the PSU activity as of December 31, 2025 under the 2021 Omnibus Plan is presented below.
+Added: As of December 31, 2025, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.
Shares Weighted-
3 unchanged sentences
5,197,913 $ 4.67 $ 19
−Removed: Forfeited or Expired (2)
1,366,103 4.13 —
+Added: Vested ( 109,431 ) 20.38 —
+Added: Forfeited or Expired ( 983,147 ) 5.66 —
Outstanding as of December 31, 2025
+Added: 5,471,438 4.04 28
(1) Presented assuming the issuance at the original target award amount ( 100 %).
−Removed: (2) Includes former CEO awards forfeited in March 2024.
Compensation expense for PSUs is based on the grant date fair value of Hertz Global common stock.
−Removed: For grants issued in 2024, vesting eligibility is based on market, performance and service conditions of primarily two to five years .
+Added: Certain PSUs granted in 2024 were valued on the respective grant date using a Monte Carlo simulation model that incorporated the assumptions noted in the table below.
+Added: For grants issued in 2025, vesting eligibility is based on market, performance and service conditions of primarily three years .
Accordingly, the number of shares issued at the end of the performance period could range between 0 % and 200 % of the original target award amount ( 100 %) disclosed in the table above.
−Removed: Certain of these PSUs, which were granted during the months of April and June in the second quarter of 2024 and during the month of July in the third quarter of 2024, were valued on the respective grant date using a Monte Carlo simulation model that incorporates the assumptions noted in the following table:
Assumption April 2024 June 2024 July 2024
4 unchanged sentences
Weighted-average grant date fair value $ 5.92 $ 1.71 $ 2.51
−Removed: As of December 31, 2024, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.
Restricted Stock and Restricted Stock Units
8 unchanged sentences
Outstanding as of January 1, 2025
+Added: 21,110,387 $ 5.92 $ 77
Granted 15,789,006 4.45 —
1 unchanged sentence
Forfeited or Expired ( 3,994,025 ) 5.50 —
−Removed: ( 4,294,564 ) 11.93 —
Outstanding as of December 31, 2025
−Removed: (1) Includes former CEO awards forfeited in March 2024.
+Added: 26,017,278 4.96 134
HERTZ GLOBAL HOLDINGS, INC.
22 unchanged sentences
The following further describes the Company's leasing transactions.
+Added: Revenue (as Lessor)
The Company's operating leases for vehicle rentals have rental periods that are typically short term (e.g., daily or weekly) and can generally be extended for up to one month or terminated at the customer's discretion.
3 unchanged sentences
Additionally, the Company charges for variable services primarily consisting of tolls, refueling and recharging during the rental period, and for fees associated with the early or late termination of the vehicle lease.
+Added: The Company mitigates residual value risk of its revenue earning vehicles by utilizing manufacturer repurchase and guaranteed
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: mitigates residual value risk of its revenue earning vehicles by utilizing manufacturer repurchase and guaranteed depreciation programs, using sophisticated vehicle diagnostic and repair equipment to maintain the condition of its vehicles and through periodic reviews of vehicle depreciation rates based on management's ongoing assessment of present and estimated future market conditions.
+Added: depreciation programs, using sophisticated vehicle diagnostic and repair equipment to maintain the condition of its vehicles and through periodic reviews of vehicle depreciation rates based on management's ongoing assessment of present and estimated future market conditions.
The following table summarizes the amount of operating lease income and other income included in total revenues in the accompanying consolidated statements of operations for each of the years ended December 31, 2025, 2024 and 2023:
5 unchanged sentences
Total revenues $ 8,504 $ 9,049 $ 9,371
+Added: Expenses (as Lessee)
As a lessee, the Company has the following types of operating leases:
12 unchanged sentences
The Company does not recognize ROU assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less) and recognizes lease expense on a straight-line basis over the lease term, as applicable.
−Removed: In the third quarter of 2024, the Company recognized an impairment on the Long-Lived Assets, which included ROU assets, in the Americas RAC segment.
−Removed: See Note 3, "Long-Lived Assets Impairment," for further details.
−Removed: To determine the present value of its lease payments, the Company utilizes the interest rate implicit in the lease agreement.
−Removed: If the implicit interest rate cannot be determined in the lease agreement, the Company utilizes the Company's collateralized incremental borrowing rate as of January 1, 2019, the adoption date of Topic 842, or the commencement date of the lease, whichever is later.
+Added: In June 2025, the Company sold and leased back certain land and buildings, inclusive of site improvements, associated with operating sites in its Americas RAC segment.
+Added: The land portions of the sales qualified for sale-leaseback accounting, and were accounted for as operating leases with then expected terms of 40 years, inclusive of extensions the Company intends to exercise, and aggregate future minimum lease payments of $ 483 million.
+Added: See Note 3, "Divestitures," for additional information.
+Added: In July 2025, the Company sold and leased back certain real estate associated with two operating sites in its Americas RAC segment.
+Added: The sales qualified for sale-leaseback accounting, and were accounted for as operating leases with then expected terms of 50 years, inclusive of extensions the Company intends to exercise, and 15 years, respectively.
+Added: The operating leases have aggregate future minimum lease payments of $ 384 million.
+Added: See Note 3, "Divestitures," for additional information.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: In December 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment.
+Added: The sale qualified for sale-leaseback accounting, and was accounted for as an operating lease with a term of 19 years.
+Added: The operating leases have aggregate future minimum lease payments of $ 22 million.
+Added: See Note 3, "Divestitures," for additional information.
+Added: In the third quarter of 2024, the Company recognized an impairment on the Long-Lived Assets, which included ROU assets, in the Americas RAC segment.
+Added: See Note 4, "Long-Lived Assets Impairment," for further details.
+Added: To determine the present value of its lease payments, the Company utilizes the interest rate implicit in the lease agreement.
+Added: If the implicit interest rate cannot be determined in the lease agreement, the Company utilizes the Company's collateralized incremental borrowing rate as of January 1, 2019, the adoption date of Topic 842, or the commencement date of the lease, whichever is later.
The following table summarizes the amount of lease costs incurred by the Company for each of the years ended December 31, 2025, 2024 and 2023:
7 unchanged sentences
Total lease costs
+Added: $ 1,105 $ 974 $ 974
The following summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's operating leases as a lessee as of December 31, 2025:
7 unchanged sentences
Operating lease liabilities as of December 31, 2025
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11— Income Tax (Provision) Benefit
−Removed: The components of income (loss) before income taxes for the Company's domestic and foreign operations are as follows:
+Added: The components of income (loss) before income taxes for the Company's operations are as follows:
As of December 31,
3 unchanged sentences
Total income (loss) before income taxes $ ( 830 ) $ ( 3,237 ) $ 286
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31,
22 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Starting with its 2025 Annual Report, the Company adopted ASU 2023-09 prospectively.
+Added: For further details on this adoption, refer to Note 2, "Significant Accounting Policies—Recently Issued Accounting Pronouncements." A reconciliation of the U.S.
+Added: federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 consists of the following items in the table below.
+Added: Percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated in millions.
+Added: Hertz Global and Hertz
+Added: Year Ended December 31,
+Added: (In millions, except rate percentage data) Amount Percent
+Added: federal statutory tax rate $ ( 174 ) 21 %
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: Foreign tax effects:
+Added: Changes in valuation allowances ( 8 ) 1
+Added: Other 5 ( 1 )
+Added: Other foreign jurisdictions 31 ( 4 )
+Added: Effect of cross-border tax laws 4 —
+Added: Electric vehicle credits ( 4 ) —
+Added: Changes in valuation allowances 38 ( 5 )
+Added: Nontaxable or nondeductible items:
+Added: Change in fair value of Public Warrants and Exchangeable Notes 13 ( 1 )
+Added: Other 8 ( 1 )
+Added: Changes in unrecognized tax benefits 1 —
+Added: Other adjustments ( 1 ) —
+Added: Effective tax rate - Hertz Global ( 83 ) 10 %
+Added: Hertz exclusive items (2)
+Added: Effective tax rate - Hertz $ ( 83 ) 11 %
+Added: (1) Illinois, Massachusetts, New Jersey, New York, Oregon, and California represents the majority (greater than 50 percent) of the tax effect in this category.
+Added: (2) Represents the tax rate differential due to the exclusion of the change in fair value of Public Warrants from Hertz's income (loss) before income taxes.
+Added: Consistent with pre-ASU 2023-09 guidance, key components reconciling statutory and effective income tax rates for the years ended December 31, 2024 and 2023 are presented in the table below.
+Added: Percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated in millions.
+Added: Hertz Global and Hertz
+Added: Years Ended December 31,
+Added: Statutory Federal Tax Rate 21 % 21 %
+Added: State and local income taxes, net of federal effect 4 5
+Added: Change in state rates, net of federal effect — ( 4 )
+Added: Foreign tax rate differential — 2
+Added: Federal and foreign permanent differences — ( 5 )
+Added: Tax Credits 1 ( 70 )
+Added: Withholding taxes — 1
+Added: Valuation allowance ( 17 ) ( 73 )
+Added: Change in fair value of Public Warrants & Exchangeable Notes 2 ( 14 )
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Years Ended December 31,
+Added: European reorganization — 6
+Added: Uncertain tax positions — 1
+Added: tax on foreign earnings — 9
+Added: Nondeductible Officer Compensation — 5
+Added: Effective tax rate - Hertz Global 12 % ( 115 ) %
+Added: Hertz exclusive items (1)
+Added: ( 1 ) % ( 153 ) %
+Added: Effective tax rate - Hertz 11 % ( 268 ) %
+Added: (1) Represents the tax rate differential due to the exclusion of the change in fair value of Public Warrants from Hertz's income (loss) before income taxes.
+Added: The change in tax provision in 2025 compared to 2024 is driven by lower pretax losses in 2025, non-taxable year-over-year fluctuations in the fair value adjustments of Public Warrants and Exchangeable Notes and lower tax credits in 2025, partially offset by lower valuation allowances in 2025.
+Added: The change in tax provision in 2024 compared to 2023 is driven by lower pretax income, increases in valuation allowances in 2024 and lower EV credits generated in 2024.
+Added: Many countries have enacted or are in the process of enacting a minimum tax rule based on the OECD framework, commonly referred to as "Pillar Two." The Company does not anticipate a material impact on taxes as a result of Pillar Two.
+Added: The amount income taxes paid (net of refunds received) by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows:
+Added: Hertz Global and Hertz
+Added: Year Ended December 31,
+Added: (In millions) 2025
+Added: state and local:
+Added: State and local subtotal —
+Added: Canada ( 12 )
+Added: Foreign subtotal 76
+Added: Total cash taxes, net of refunds $ 80
+Added: On July 4, 2025, the OBBBA was enacted, reinstating full bonus depreciation, allowing interest deductions based on EBITDA, expensing R&D costs and modifying certain international provisions of the Code.
+Added: As a result, the Company expects federal cash taxes to decrease in the near term, assuming fleet investments are maintained or increased from current levels.
+Added: Alternatively, state cash taxes could increase depending on a state's conformity rules with the federal bonus depreciation rules.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The principal items of the U.S.
26 unchanged sentences
As of December 31, 2025, the Company has approximately $ 1.7 billion of tax-effected U.S.
−Removed: federal net operating loss carryforwards ("Federal NOLs"), which have an indefinite carryforward period and may offset 80% of taxable income generate in any future year.
+Added: federal net operating loss carryforwards ("Federal NOLs"), which have an indefinite carryforward period and may offset 80% of taxable income generated in any future year.
+Added: These net operating losses are offset, in part, by a valuation allowance totaling $ 97 million.
The Company has approximately $ 332 million of federal tax credits which begin expiring in 2039.
1 unchanged sentence
The Company has approximately $ 18 million of tax-effected federal deferred interest expense which has an indefinite carryforward period.
−Removed: The Company has not recorded a valuation allowance on its Federal NOLs or deferred interest expense as there were adequate U.S.
−Removed: deferred tax liabilities that could be realized within the carryforward periods.
As of December 31, 2025, the Company has approximately $ 325 million of tax-effected state net operating loss carryforwards.
3 unchanged sentences
The state tax credits expire over various years beginning in 2028.
−Removed: The Company has approximately $ 54 million of tax-effected deferred interest expense which has an indefinite carryforward period and is offset, in part, by a valuation allowance totaling $ 31 million.
+Added: The Company has approximately $ 41 million of tax-effected deferred interest expense which has an indefinite carryforward period and is offset by a valuation allowance totaling $ 27 million.
The tax effected amounts for all state tax attributes are net of federal benefit.
7 unchanged sentences
The Company has no tax credits in foreign jurisdictions.
−Removed: The Company has approximately $ 12 million of tax-effected foreign deferred interest which has an indefinite carryforward period.
−Removed: The deferred interest is offset, by a valuation allowance of $ 4 million.
+Added: The Company has approximately $ 26 million of tax-effected foreign deferred interest which has an indefinite carryforward period and for which a full valuation allowance is recorded.
The Company has approximately $ 10 million of tax-effected foreign capital loss carryforwards for which a full valuation allowance has been recorded.
1 unchanged sentence
Estimates of these limitations have been reflected in the tax provision.
−Removed: The significant items in the reconciliation of the statutory and effective income tax rates consists of the following items in the table below.
−Removed: Percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated in millions.
−Removed: Hertz Global and Hertz
−Removed: Years Ended December 31,
−Removed: 2024 2023 2022
−Removed: Statutory federal tax rate 21 % 21 % 21 %
−Removed: State and local income taxes, net of federal effect 4 5 4
−Removed: Change in state rates, net of federal effect — ( 4 ) —
−Removed: Foreign tax rate differential — 2 —
−Removed: Federal and foreign permanent differences — ( 5 ) 1
−Removed: Tax credits 1 ( 70 ) ( 1 )
−Removed: Withholding taxes — 1 1
−Removed: Valuation allowance ( 17 ) ( 73 ) ( 6 )
−Removed: Change in fair value of Public Warrants & Exchangeable Notes 2 ( 14 ) ( 7 )
−Removed: European reorganization — 6 —
−Removed: Uncertain tax positions — 1 —
−Removed: tax on foreign earnings — 9 1
−Removed: Nondeductible officer compensation
−Removed: Effective tax rate - Hertz Global
−Removed: 12 ( 115 ) 16
−Removed: Hertz Holdings exclusive items (1)
−Removed: ( 1 ) ( 153 ) 6
−Removed: Effective tax rate - Hertz
−Removed: 11 % ( 268 ) % 22 %
−Removed: (1) Represents the tax rate differential due to the exclusion of the change in fair value of Public Warrants from Hertz's income (loss) before income taxes.
−Removed: The change in tax provision in 2024 compared to 2023 is driven by lower pretax income, increases in valuation allowances in 2024 and lower EV credits generated in 2024.
−Removed: The change in tax provision in 2023 compared to 2022 is driven by lower pre-tax income in 2023, benefits from EV credits generated in 2023, the release of valuation allowances in 2023 primarily related to the characterization of the loss on the restructuring of European operations (as disclosed below) and the non-taxable change in the fair value of Public Warrants.
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The Company has provided for deferred taxes on undistributed earnings of foreign subsidiaries.
+Added: However, it is not practicable to estimate the deferred taxes on other differences on investments in foreign subsidiaries.
+Added: Key provisions of the OBBBA, such as full bonus depreciation, allowing interest deductions based on EBITDA and expensing R&D costs, could increase federal deferred tax assets, such as net operating losses, and could necessitate additional valuation allowances depending on future fleet investment and taxable income and loss trends.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
10 unchanged sentences
Net, after-tax interest and penalties were accrued as a component of tax in the Company's consolidated balance sheet in the amount of $ 9 million and $ 8 million as of December 31, 2025 and 2024, respectively.
−Removed: It is reasonably possible our unrecognized tax benefits will decrease by approximately $ 52 million within 12 months of our reporting date if an agreement is reached between U.S.
−Removed: and foreign competent authorities regarding intercompany royalties for the periods 2011-2015.
+Added: It is reasonably possible our unrecognized tax benefits will decrease by approximately $ 64 million within 12 months of our reporting date due to an agreement reached between competent authorities and the expiration of applicable statutes of limitations.
During 2021, as part of a restructuring of European operations, we generated a tax loss of approximately $ 1.3 billion, which was initially characterized as a capital loss in the 2021 provision.
1 unchanged sentence
This resulted in a reduction in the amount of loss and a release of valuation allowances for a net benefit of $ 163 million in 2023.
−Removed: The Company is subject to examination by taxing authorities throughout the world.
−Removed: The tax years that are open for examination span from 2010 to 2024.
−Removed: Additionally, the Company is under audit in several U.S.
−Removed: states and other foreign jurisdictions, and it is reasonably possible that the amount of unrecognized tax benefits may change as the result of the completion of ongoing examinations, the expiration of the statute of limitations or unforeseen circumstances.
−Removed: The Company's assumptions and estimates pertaining to uncertain tax positions require significant judgment.
−Removed: It is possible that the tax authorities could challenge the Company's estimates and assumptions used to assess the tax benefits, and the actual amount of the tax benefits related to uncertain tax positions may differ materially from these estimates.
−Removed: The Company has provided for deferred taxes on undistributed earnings of foreign subsidiaries.
−Removed: However, it is not practicable to estimate the deferred taxes on other differences on investments in foreign subsidiaries.
−Removed: Many countries have enacted or are in the process of enacting a 15% minimum tax rule based on the OECD framework, commonly referred to as "Pillar Two." The Company does not anticipate a material impact on taxes as a result of Pillar Two.
−Removed: Note 12— Financial Instruments
−Removed: The Company employs established risk management policies and procedures, and, under the terms of our ABS facilities, may be required to enter into interest rate derivatives, which seek to reduce the Company’s commercial risk exposure to fluctuations in interest rates and currency exchange rates.
−Removed: Although the instruments utilized involve varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate
+Added: The Company is subject to examination by taxing authorities worldwide.
+Added: Tax years that are open for adjustment span from 2010 to 2025.
+Added: Additionally, the Company is under audit in many jurisdictions, and it is reasonably possible that the amount of unrecognized tax benefits may change as the result of the completion of ongoing examinations, the expiration of the statute of limitations or unforeseen circumstances.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: concentrations of risk and the counterparties to the agreements are expected to perform fully under the terms of the agreements.
+Added: The Company's assumptions and estimates pertaining to uncertain tax positions require significant judgment.
+Added: It is possible that the tax authorities could challenge the Company's estimates and assumptions used to assess the tax benefits, and the actual amount of the tax benefits related to uncertain tax positions may differ materially from these estimates.
+Added: Note 12— Financial Instruments
+Added: The Company employs established risk management policies and procedures, and, under the terms of our ABS facilities, may be required to enter into interest rate derivatives, which seek to reduce the Company’s commercial risk exposure to fluctuations in interest rates and currency exchange rates.
+Added: Although the instruments utilized involve varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate concentrations of risk and the counterparties to the agreements are expected to perform fully under the terms of the agreements.
The Company monitors counterparty credit risk, including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective.
−Removed: Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives Association master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any such agreements against any other amounts owed with regard to any other agreements between the parties to each such agreement.
+Added: Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives Association ("ISDA") master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any such agreements against any other amounts owed with regard to any other agreements between the parties to each such agreement.
No ne of the Company's financial instruments have been designated as hedging instruments as of December 31, 2025 and 2024.
4 unchanged sentences
The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.
+Added: Equity Price Risk
+Added: The Company entered into capped call derivative financial instruments to manage its exposure to market price movements of Hertz Global common stock in connection with the Exchangeable Notes Due 2030.
+Added: Capped Call Transactions 2030
+Added: In September 2025, Hertz issued the Exchangeable Notes Due 2030, as disclosed in Note 7, "Debt," and concurrently entered into the Capped Call Transactions 2030 with certain of the initial purchasers or their affiliates at a cost of $ 38 million.
+Added: The Capped Call Transactions 2030 cover, subject to certain anti-dilution adjustments, approximately 46,000,000 shares, the number of shares of Hertz Global common stock initially issuable upon exchange of the Exchangeable Notes Due 2030.
+Added: The Capped Call Transactions 2030 have an initial strike price of $ 9.24 per share and an initial cap price of $ 13.94 per share.
+Added: The strike price, which is subject to certain adjustments, corresponds to the initial exchange price of the Exchangeable Notes Due 2030.
+Added: The Capped Call Transactions 2030 are generally intended to compensate (through the payment of cash to Hertz) for potential dilution to Hertz Global common stock upon any exchange of the Exchangeable Notes Due 2030 and/or offset any potential cash payments Hertz is required to make in excess of the principal amount of exchanged Exchangeable Notes Due 2030, as the case may be, with such compensation
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: and/or offset subject to a cap.
+Added: The Capped Call Transactions 2030 expire on October 1, 2030, subject to earlier exercise, and must be settled in cash.
+Added: The Capped Call Transactions 2030 are recorded on the consolidated balance sheet as a derivative asset at their estimated fair value and are adjusted at the end of each reporting period, with any unrealized gain or loss reflected in Non-vehicle interest expense, net in the consolidated statements of operations.
+Added: The Capped Call Transactions 2030 are measured at fair value using a Monte Carlo simulation model utilizing observable and unobservable market data.
+Added: Refer to Note 13, "Fair Value Measurements," for additional information.
The following table summarizes the estimated fair value of financial instruments:
7 unchanged sentences
Foreign currency forward contracts (1)
−Removed: Exchange Feature related to Exchangeable Notes (2)
+Added: Exchange Features 2029 related to Exchangeable Notes Due 2029 (2)
+Added: Exchange Feature 2030 related to Exchangeable Notes Due 2030 (3)
+Added: Capped Call Transactions 2030 (4)
$ 24 $ 3 $ 132 $ 67
(1) Asset derivatives are recorded in Prepaid expenses and other assets and liability derivatives are recorded in Accrued liabilities in the accompanying consolidated balance sheets.
−Removed: (2) The Exchange Feature was bifurcated as a derivative upon issuance of the Exchangeable Notes in June 2024, as disclosed in Note 7, "Debt," and is recorded in non-vehicle debt in the accompanying consolidated balance sheet as of December 31, 2024.
+Added: (2) The Exchange Features 2029, as defined and further disclosed in Note 13, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes Due 2029 and are recorded in Non-vehicle debt in the accompanying consolidated balance sheets.
+Added: (3) The Exchange Feature 2030, as disclosed in Note 7, "Debt," was bifurcated as a derivative from the Exchangeable Notes Due 2030 and is recorded in Non-vehicle debt in the accompanying consolidated balance sheet as of December 31, 2025.
+Added: (4) The Capped Call Transactions 2030 were entered into in connection with the Exchangeable Notes Due 2030, as disclosed in Note 7, "Debt," and are recorded in Prepaid expenses and other assets in the accompanying consolidated balance sheet as of December 31, 2025.
+Added: The following table summarizes the gains or (losses) on financial instruments for the period indicated:
+Added: Location of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives
+Added: Years Ended December 31,
+Added: (In millions) 2025 2024 2023
+Added: Interest rate instruments Vehicle interest expense, net $ ( 4 ) $ ( 5 ) $ ( 6 )
+Added: Foreign currency forward contracts Selling, general and administrative expense 12 ( 26 ) 8
+Added: Exchange Features 2029 related to Exchangeable Notes Due 2029 (1)
+Added: Non-vehicle interest expense, net ( 6 ) 7 —
+Added: Exchange Feature 2030 related to Exchangeable Notes Due 2030 (2)
+Added: Non-vehicle interest expense, net 49 — —
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The following table summarizes the gains or (losses) on financial instruments for the period indicated:
Location of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives
1 unchanged sentence
(In millions) 2025 2024 2023
−Removed: Interest rate instruments Vehicle interest expense, net $ ( 5 ) $ ( 6 ) $ 127
−Removed: Foreign currency forward contracts Selling, general and administrative expense (1)
−Removed: ( 26 ) 8 ( 2 )
−Removed: Exchange Feature related to Exchangeable Notes (2)
+Added: Capped Call Transactions 2030
Non-vehicle interest expense, net ( 16 ) — —
$ 35 $ ( 24 ) $ 2
−Removed: (1) In 2022, all gains (losses) on foreign currency forward contracts were recorded in other (income) expense, net.
−Removed: (2) The Exchange Feature was bifurcated as a derivative upon issuance of the Exchangeable Notes in June 2024, as further disclosed in Note 7, "Debt."
−Removed: In the first quarter of 2023, the Company sold certain of its interest rate caps resulting in a net gain of $ 10 million based on the recognition of a $ 98 million realized gain on the unwind, of which $ 88 million was previously unrealized.
+Added: (1) The Exchange Features 2029, as defined and further disclosed in Note 13, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes Due 2029.
+Added: (2) The Exchange Feature 2030, as further disclosed in Note 13, "Fair Value Measurements," was bifurcated as a derivative from the Exchangeable Notes Due 2030.
The Company's foreign currency forward contracts and certain interest rate instruments are subject to enforceable master netting agreements with their counterparties.
7 unchanged sentences
The fair value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments.
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Debt Obligations
3 unchanged sentences
Other Non-Vehicle Debt $ 4,828 $ 4,187 $ 4,920 $ 4,399
−Removed: Exchangeable Notes (1)
+Added: Exchangeable Notes Due 2029
+Added: 271 311 250 289
+Added: Exchangeable Notes Due 2030
Total Non-Vehicle Debt 5,524 4,822 5,170 4,688
1 unchanged sentence
Total $ 17,203 $ 16,484 $ 16,450 $ 15,788
−Removed: (1) As of December 31, 2024, the nominal unpaid principal balance and aggregate fair value of the Exchangeable Notes include $ 61 million related to the Exchange Feature, which is measured based on Level 3 inputs as disclosed below.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
3 unchanged sentences
Cash equivalents and restricted cash equivalents $ 287 $ — $ — $ 287 $ 229 $ — $ — $ 229
+Added: Capped Call Transactions 2030
+Added: — — 21 21 — — — —
Public Warrants $ 222 $ — $ — $ 222 $ 178 $ — $ — $ 178
+Added: Exchange Features 2029
+Added: — — 78 78 — — 61 61
Exchange Feature 2030
+Added: — — 54 54 — — — —
Cash Equivalents and Restricted Cash Equivalents
6 unchanged sentences
The Company calculates the fair value based on the end-of-day quoted market price, a Level 1 input of the fair value hierarchy.
−Removed: For the years ended December 31, 2024, 2023 and 2022, the fair value adjustments resulted in gains of $ 275 million, $ 163 million and $ 704 million, respectively, and were recorded in change in fair value of Public Warrants in the accompanying consolidated statements of operations for Hertz Global.
+Added: For the years ended December 31, 2025, 2024 and 2023, the fair value adjustments resulted in a loss of $ 44 million and gains of $ 275 million and $ 163 million, respectively, and are recorded in change in fair value of Public Warrants in the accompanying consolidated statements of operations for Hertz Global.
+Added: Exchangeable Notes Due 2029 - Bifurcated Derivatives
+Added: The Exchangeable Notes Due 2029 contain an embedded conversion feature (the "Exchange Feature 2029") that was required to be bifurcated and accounted for separately from the Exchangeable Notes Due 2029 as a derivative liability at fair value.
+Added: Upon issuance in June 2024, the Company recognized a debt discount within non-vehicle debt, representing the initial fair value of the Exchange Feature 2029.
+Added: As disclosed in Note 7, "Debt," the Exchangeable Notes Due 2029 bear PIK interest payable semi-annually on January 15 and July 15.
+Added: Upon the Semi-annual PIK Event in the first and third quarters of 2025, the Company bifurcated the Exchange Feature 2029 PIK and recognized debt discounts of $ 3 million and $ 8 million, respectively, within non-vehicle debt, representing the initial fair values.
+Added: As of December 31, 2025, the fair value of the Exchange Feature 2029 and the Exchange Feature 2029 PIK (collectively, the "Exchange Features 2029") was $ 78 million.
+Added: Refer also to Note 12, "Financial Instruments," for further information.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Exchange Feature
−Removed: The Exchangeable Notes contain an embedded conversion feature, the Exchange Feature, that is required to be bifurcated and accounted for separately from the Exchangeable Notes as a derivative liability at fair value.
−Removed: See Note 7, "Debt," and Note 12, "Financial Instruments," for further information.
+Added: The fair value of the Exchange Features 2029 was determined using a lattice model and a “with-and-without” valuation methodology.
+Added: The inputs used to estimate the fair value of the Exchange Features 2029 include the probability of potential settlement scenarios, the expected timing of such settlement and an expected volatility determined by reference to historical stock volatilities.
+Added: As the expected volatility input is considered unobservable, the Company has categorized the Exchange Features 2029 as Level 3 input in the fair value hierarchy.
+Added: The estimated fair value of the Exchange Features 2029 was computed using the following key inputs as of December 31, 2025 and 2024:
+Added: December 31, 2025 December 31, 2024
+Added: Hertz Global common share price $ 5.14 $ 3.66
+Added: Expected term (years) 3.54 4.54
+Added: Risk-free interest rate 3.60 % 4.35 %
+Added: Credit spread 11.26 % 8.55 %
+Added: Expected volatility 35.00 % 48.75 %
+Added: The significant unobservable input used in the fair value measurement of the Exchange Features 2029 is expected volatility.
+Added: Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
+Added: The following table summarizes the activity related to the Exchange Features 2029 measured at fair value utilizing significant unobservable inputs (Level 3):
+Added: (In millions) Exchange Features
+Added: Balance as of December 31, 2023 $ —
+Added: Initial recognition of derivative liability 68
+Added: (Gain) loss in fair value recognized in earnings (1)
+Added: Balance as of December 31, 2024
+Added: Initial recognition of derivative liability 11
+Added: (Gain) loss in fair value recognized in earnings (2)
+Added: Balance as of December 31, 2025
+Added: (1) Included in Non-vehicle interest expense, net in the accompanying audited consolidated statements of operations for the twelve months ended December 31, 2024.
+Added: (2) Included in Non-vehicle interest expense, net in the accompanying audited consolidated statements of operations for the twelve months ended December 31, 2025.
+Added: Exchangeable Notes Due 2030 – Bifurcated Derivative
+Added: The Exchangeable Notes Due 2030 contain an embedded conversion feature, the Exchange Feature 2030, that was required to be bifurcated and accounted for separately from the Exchangeable Notes Due 2030 as a derivative liability at fair value.
+Added: Upon issuance in September 2025, the Company recognized a debt discount within non-vehicle debt, representing the initial fair value of the Exchange Feature 2030.
+Added: Refer to Note 7, "Debt," and Note 12, "Financial Instruments," for further information.
+Added: As of December 31, 2025, the fair value of the Exchange Feature 2030 was $ 54 million.
+Added: Refer also to Note 12, "Financial Instruments," for further information.
The fair value of the Exchange Feature 2030 was determined using a lattice model and a “with-and-without” valuation methodology.
−Removed: The inputs used to estimate the fair value of the Exchange Feature include the probability of potential settlement scenarios, the expected timing of such settlement and an expected volatility determined by reference to historical stock volatilities.
−Removed: As the expected volatility input is considered unobservable, the Company has categorized the Exchange Feature as Level 3 input in the fair value hierarchy.
−Removed: The estimated fair value of the Exchange Feature was computed using the following key inputs as of December 31, 2024:
−Removed: December 31, 2024
+Added: The inputs used to estimate the fair value of the Exchange Feature 2030 include the probability of potential settlement scenarios, the expected timing of such settlement and an expected volatility
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: determined by reference to historical stock volatilities.
+Added: As the expected volatility input is considered unobservable, the Company has categorized the Exchange Feature 2030 as Level 3 in the fair value hierarchy.
+Added: The estimated fair value of the Exchange Feature 2030 was computed using the following key inputs at the measurement date as of December 31, 2025 and upon issuance:
+Added: December 31, 2025 Issuance
Hertz Global common share price $ 5.14 $ 6.84
5 unchanged sentences
Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
−Removed: The following table summarizes the activity related to the Exchange Feature measured at fair value utilizing significant unobservable inputs (Level 3 input) as of December 31, 2024:
−Removed: (In millions)
+Added: The following table summarizes the activity related to the Exchange Feature 2030 measured at fair value utilizing significant unobservable inputs (Level 3):
+Added: (In millions) Exchange Feature 2030
Balance as of December 31, 2024 $ —
2 unchanged sentences
Balance as of December 31, 2025
−Removed: (1) Included in non-vehicle interest expense, net in the accompanying audited consolidated statement of operations for the year ended December 31, 2024.
+Added: (1) Included in Non-vehicle interest expense, net in the accompanying audited consolidated statements of operations for the year ended December 31, 2025.
+Added: Capped Call Transactions 2030
+Added: As of December 31, 2025, the fair value of the Capped Call Transactions 2030 was $ 21 million.
+Added: Refer also to Note 12, "Financial Instruments," for further information.
+Added: The fair value of the Capped Call Transactions 2030 was determined using a Monte Carlo simulation model.
+Added: The key inputs used to estimate the fair value of the Capped Call Transactions 2030 include the share price of Hertz Global common stock, remaining contractual term, risk-free interest rate and an expected volatility determined by reference to historical stock volatilities.
+Added: As the expected volatility input is considered unobservable, the Company has categorized the Capped Call Transactions 2030 as Level 3 in the fair value hierarchy.
+Added: The estimated fair value of the Capped Call Transactions 2030 was computed using the following key inputs at the measurement date as of December 31, 2025 and upon issuance:
+Added: December 31, 2025 Issuance
+Added: Hertz Global common share price $ 5.14 $ 6.80
+Added: Expected term (years) 4.75 5.00
+Added: Risk-free interest rate 3.71 % 3.74 %
+Added: Dividend yield — % — %
+Added: Expected volatility 36.00 % 36.00 %
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The significant unobservable input used in the fair value measurement of the Capped Call Transactions 2030 is expected volatility.
+Added: Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
+Added: The following table summarizes the activity related to the Capped Call Transactions 2030 measured at fair value utilizing significant unobservable inputs (Level 3):
+Added: (In millions) Capped Call Transactions 2030
+Added: Balance as of December 31, 2024 $ —
+Added: Initial recognition of derivative asset 37
+Added: Gain (loss) in fair value recognized in earnings (2)
+Added: Balance as of December 31, 2025
+Added: (1) Included in Non-vehicle interest expense, net in the accompanying audited consolidated statements of operations for the year ended December 31, 2025.
Financial Instruments
−Removed: The fair value of the Company's financial instruments as of December 31, 2024 and 2023 are disclosed in Note 12, "Financial Instruments." The Company's financial instruments, excluding the Exchange Feature as disclosed above, are priced using quoted market prices for similar assets or liabilities in active markets (i.e., Level 2 inputs).
+Added: The fair value of the Company's financial instruments as of December 31, 2025 and 2024 are disclosed in Note 12, "Financial Instruments." The Company's financial instruments are priced using quoted market prices for similar assets or liabilities in active markets (i.e., Level 2 inputs), excluding the Exchange Features 2029, the Exchange Feature 2030 and the Capped Call Transactions 2030, each as disclosed above, which are categorized as Level 3 in the fair value hierarchy.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
3 unchanged sentences
See Note 4, "Long-Lived Assets Impairment," for additional information.
+Added: Resulting from the Company's desire to sell the EV Disposal Groups, the associated assets were classified as held for sale and recorded at the lower of carrying value or fair value (as determined using Level 2 inputs) less costs to sell.
+Added: As of December 31, 2024, the sale of the EV Disposal Groups was substantially complete.
+Added: See Note 5, "Revenue Earning Vehicles," for additional information.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: In December 2023, the Company identified the First EV Disposal Group, which was in response to management's determination that the supply of EVs exceeded customer demand, elevated EV damage and collision costs, and a decline in EV residual values.
−Removed: As a result, the First EV Disposal Group was classified as held for sale as of December 31, 2023 and recorded at the lower of carrying value or fair value (as determined using Level 2 inputs) less costs to sell.
−Removed: As of December 31, 2024, the sale of the First EV Group was substantially complete.
−Removed: See Note 5, "Revenue Earning Vehicles," for additional information.
Note 14— Accumulated Other Comprehensive Income (Loss)
2 unchanged sentences
Balance as of January 1, 2025
−Removed: Other comprehensive income (loss) before reclassification
$ ( 89 ) $ ( 208 ) $ ( 19 ) $ ( 316 )
+Added: Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive income (loss)
Balance as of December 31, 2025
+Added: $ ( 65 ) $ ( 148 ) $ ( 19 ) $ ( 232 )
(In millions) Pension and Other Post-Employment Benefits Foreign Currency Items Unrealized Losses from Currency Translation Adjustments on Terminated Net Investment Hedges Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2024
+Added: $ ( 95 ) $ ( 134 ) $ ( 19 ) $ ( 248 )
Other comprehensive income (loss) before reclassification
2 unchanged sentences
Balance as of December 31, 2024
+Added: $ ( 89 ) $ ( 208 ) $ ( 19 ) $ ( 316 )
Note 15— Contingencies and Off-Balance Sheet Commitments
9 unchanged sentences
The liability is subject to significant uncertainties.
−Removed: The adequacy of the liability is monitored quarterly
+Added: The adequacy of the liability is monitored quarterly based on evolving accident claim history.
+Added: If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.
+Added: Loss Contingencies
+Added: From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business.
+Added: The Company has summarized below the material legal proceedings to
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: based on evolving accident claim history.
−Removed: If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.
−Removed: Loss Contingencies
−Removed: From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business.
−Removed: The Company has summarized below the material legal proceedings to which the Company was a party during the year ended December 31, 2024 or the period after December 31, 2024, but before the filing of this 2024 Annual Report.
+Added: which the Company was a party during the year ended December 31, 2025 or the period after December 31, 2025, but before the filing of this 2025 Annual Report.
Make-Whole and Post-Petition Interest Claims - On July 1, 2021, Wells Fargo Bank, N.A.
16 unchanged sentences
In a 2-1 decision, a panel of the Third Circuit held that the "absolute priority rule" required Hertz to pay the make-whole premium on the 2026 Notes and on the 2028 Notes, and post-petition interest at the contract rate rather than the federal judgment rate on all Unsecured Notes, even though those amounts were disallowed under the Bankruptcy Code.
−Removed: As a result, the Company has accrued approximately $ 320 million for this litigation as of December 31, 2024, made up of approximately $ 260 million on the underlying claims and approximately $ 60 million in pre-judgment interest, which interest will continue to accrue until the date of any judgment that may be entered by the Delaware Bankruptcy Court.
On October 15, 2024, the Company filed a petition with the Third Circuit for a rehearing en banc, which the Third Circuit denied on November 6, 2024.
1 unchanged sentence
The Company and the Indenture Trustee do not agree on the proper calculation of the amounts owed, and that dispute remains to be resolved by the Delaware Bankruptcy Court.
−Removed: The Company has also announced its intent to seek review of the Third Circuit's decision by the Supreme Court of the United States (the "U.S.
−Removed: Supreme Court").
−Removed: The Company's current deadline to file a petition for writ of certiorari with the U.S.
−Removed: Supreme Court is March 6, 2025.
−Removed: The Company has commenced negotiations with certain holders of the Unsecured Notes (the “Noteholders”) with respect to a possible settlement of this litigation (a “Potential Settlement”).
−Removed: The Company has not reached an agreement with the Noteholders, and there can be no assurance that a Potential Settlement will be agreed upon between the Noteholders and the Company.
−Removed: The Company cannot predict the ultimate outcome or timing of this litigation;
−Removed: if, however, the Delaware Bankruptcy Court were to enter judgment against Hertz, payment of such judgment could have a material adverse effect on the Company's financial condition, results of operations or cash flows.
+Added: The Company filed a petition for writ of certiorari with the Supreme Court of the United States ("U.S.
+Added: Supreme Court") on April 4, 2025.
+Added: On June 2, 2025, the U.S.
+Added: Supreme Court issued a docket entry calling for the views of the Solicitor General of the United States ("Solicitor General") on whether it should grant the petition for a writ of certiorari.
+Added: Subsequently, the Solicitor General filed its brief of the United States recommending that the U.S.
+Added: Supreme Court deny the Company's petition for writ of certiorai.
+Added: On January 12, 2026, the U.S.
+Added: Supreme Court denied the Company's petition for writ of certiorari and remanded the case back to the Delaware Bankruptcy Court for entry of final judgment.
+Added: On January 27, 2026, Hertz paid Wells Fargo, as indenture trustee, the previously reserved amount of $ 346 million, including the interest to date, which is the amount that was not disputed by the parties.
+Added: The Delaware Bankruptcy Court will determine whether any additional amounts are due.
Claims Related to Alleged False Arrests - A group of claims involving allegations that the police detained or arrested individuals in error after the Company reported rental cars as stolen were previously advanced against the Company.
−Removed: These claims first arose from actions allegedly taken by the Company prior to its emergence from
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: bankruptcy reorganization;
+Added: These claims first arose from actions allegedly taken by the Company prior to its emergence from bankruptcy reorganization;
some claims alleged post-emergence behavior by the Company.
9 unchanged sentences
N22C-09-531 ).
−Removed: Also, as a result of the Settlements, state court matters pending in Pennsylvania, captioned Lovelace, et al.
+Added: Also, as a result of the Settlements,
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: state court matters pending in Pennsylvania, captioned Lovelace, et al.
Hertz Global Holdings, Inc., et al., Case No.
3 unchanged sentences
The Company continues to vigorously defend itself and believes that the ultimate resolution of any remaining claims will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
−Removed: Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action pending in Delaware Superior Court, Hertz Global Holdings, Inc., et al.
+Added: Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action in Delaware Superior Court, Hertz Global Holdings, Inc., et al.
ACE American Insurance Co., et al., C.A.
N22C-05-130 MMJ (CCLD) .
−Removed: On June 30, 2023, Hertz entered into a confidential settlement agreement with ACE American Insurance Company.
−Removed: On July 10, 2024, the Delaware Superior Court held a hearing on cross-motions for partial summary judgment and summary judgment.
−Removed: The Company entered into confidential settlement agreements with some of the remaining insurers before and after the hearing.
−Removed: On October 8, 2024, the Delaware Superior Court denied the Company's motion for partial summary judgment and granted the cross-motions for summary judgment and partial summary judgment in favor of the remaining general liability insurers.
−Removed: Thereafter, Hertz entered into settlement agreements with the remaining directors' and officers' liability insurers.
+Added: On October 8, 2024, the Delaware Superior Court denied the Company's motion for partial summary judgment and granted the cross-motions for summary judgment and partial summary judgment in favor of the insurers.
+Added: However, the Company entered into confidential settlement agreements with several of the insurers before and after the ruling.
+Added: On November 12, 2025, the Delaware Supreme Court affirmed the lower court's ruling in favor of the remaining carriers.
Share Repurchase Program Litigation – On May 11, 2023, Angelo Cascia, a purported stockholder of Hertz Global, filed a putative class and derivative lawsuit in the Delaware Court of Chancery (the "Delaware Chancery Court") against certain current and former directors of Hertz Global, Knighthead Capital Management, LLC ("Knighthead"), Certares Opportunities LLC ("Certares") and CK Amarillo.
7 unchanged sentences
On October 21, 2024, the Delaware Chancery Court granted a motion to stay the litigation, including all discovery, until March 21, 2025.
+Added: On March 26, 2025, the Delaware Chancery Court extended the stay for an additional 30 days.
+Added: On April 25, 2025, the SLC filed its report under seal with the Delaware Chancery Court.
+Added: On May 9, 2025, the SLC filed an unopposed motion to terminate the derivative claims in the litigation.
+Added: In response, the plaintiff informed the Delaware Chancery Court that he would not oppose the SLC’s motion to terminate the derivative claims, declared his intention to continue to prosecute the direct claims only and reserved his right to seek an award of fees based on the alleged benefit conferred to the Company.
+Added: The Court scheduled a hearing on the SLC's unopposed motion to terminate the derivative claims for November 10, 2025.
+Added: The parties then settled the direct and derivative claims, subject to approval of the Delaware Chancery Court, which will also determine the amount of attorneys' fees to be awarded to the plaintiff.
Securities Class Action Complaint – On May 31, 2024, a complaint was filed in the United States District Court for the Middle District of Florida (the "Florida Middle District Court"), captioned Edward M.
3 unchanged sentences
The amended complaint asserts claims against Hertz Global, former Company CEO, Stephen M.
−Removed: Scherr, and former Company Chief Financial Officer, Alexandra Brooks, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, including concerning statements regarding demand for EVs.
+Added: Scherr ("Defendant Scherr"), and former Company Chief Financial Officer, Alexandra Brooks, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, including concerning statements regarding demand for EVs.
Plaintiffs assert claims on behalf of a putative class, consisting of all persons and entities that purchased or otherwise acquired Hertz Global's securities between January 6, 2023 and April 24, 2024.
2 unchanged sentences
On December 19, 2024, the Florida Middle District Court stayed all proceedings, pending a ruling on the motion to dismiss.
+Added: On October 16, 2025, the Court granted the motion to dismiss in part all claims except those based on two statements by Defendant Scherr in January and April of 2023.
+Added: The Court directed the clerk to lift the stay.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Warrant Holder Litigation – The holders of approximately 11 % of the outstanding Public Warrants issued by Hertz Global under the Warrant Agreement, dated as of June 30, 2021 (the “Warrant Agreement”), filed a lawsuit, captioned Discovery Global Opportunity Master Fund, Ltd.
−Removed: Hertz Global Holdings, Inc ., Case No.
−Removed: 2024-0655 (the “Action”), in the Delaware Chancery Court, on June 14, 2024.
−Removed: The complaint in the Action alleges generally that a “Change of Control Event” (as defined in the Warrant Agreement) had occurred by virtue of Hertz Global's repurchase of shares between November 2021 and December 31, 2023 and Hertz Global's incurrence of indebtedness.
−Removed: The complaint further asserts that, as a result of the alleged Change of Control Event, the plaintiffs are entitled to a “Change of Control Payment Amount” (as defined in the Warrant Agreement) in the amount of $ 20.47 per Public Warrant, or approximately $ 188 million in the aggregate, for their 11 % position.
−Removed: The complaint asserts three claims for breach of contract and seeks a declaration from the Delaware Chancery Court that a Change of Control Event has occurred and that Hertz Global breached the Warrant Agreement by failing to redeem the warrants, monetary damages of at least $ 188 million plus pre- and post-judgment interest, and an order of specific performance, requiring Hertz Global to comply with its contractual obligations under the Warrant Agreement.
−Removed: On June 17, 2024, Hertz Global filed a motion to dismiss the complaint.
−Removed: A hearing took place on November 12, 2024, and on February 7, 2025, the Delaware Chancery Court granted the Company's motion to dismiss.
+Added: Data Breach Claims – On April 15, 2025, Zain Jiwani filed a class action complaint against Cleo Communications U.S., LLC (“Cleo”) and the Company in the U.S.
+Added: District Court for the Northern District of Illinois, Western Division (Rockford, IL) (the "Illinois Northern District, Western Division Court").
+Added: Plaintiff alleges that Cleo, a file-transfer vendor for the Company, experienced a data breach event that may have impacted the personal information of certain individuals during the secure file transfer process from the Company’s systems to third-party systems and that Company data may have been acquired by an unauthorized third party that exploited zero-day vulnerabilities within Cleo’s platform in October and December of 2024.
+Added: Plaintiff alleges that the Company was negligent in failing to secure the data, breached implied contracts and was unjustly enriched.
+Added: Ten similar class action complaints were filed against the Company shortly thereafter and eventually transferred to the same court, the Illinois Norther District, Western Division Court.
+Added: The class actions generally seek injunctive relief and unspecified damages.
+Added: The defendants' responses to the complaints have been stayed pending the Illinois Northern District, Western Division Court's entry of a global scheduling order.
+Added: At this early stage of the litigation, the Company does not believe that the ultimate resolution of these actions will have a material adverse effect on our financial condition, results of operations or liquidity.
The Company has established reserves for matters where the Company believes that losses are probable and can be reasonably estimated.
4 unchanged sentences
Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the Company's consolidated financial condition, results of operations or cash flows in any particular reporting period.
+Added: Antitrust Litigation Settlements
+Added: In September 2025, the Company received notice that, in connection with its participation in a class action settlement in the In re Automotive Parts Antitrust Litigation, No.
+Added: 2:12-md-02311 (E.D.
+Added: Mich.), the Company would receive a pro rata settlement distribution in the amount of $ 154 million.
+Added: The Company received the settlement distribution on September 30, 2025, in which the associated gain is recorded in Legal settlement in the accompanying audited consolidated statements of operations for the year ended December 31, 2025.
Indemnification Obligations
11 unchanged sentences
In connection with the separation of the car rental business in 2016, the Company executed an agreement with Herc Holdings Inc.
−Removed: that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of, or resulting from, assumed legal matters.
−Removed: The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.
+Added: that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of, or resulting
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: from, assumed legal matters.
+Added: The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.
Note 16— Related Party Transactions
1 unchanged sentence
On June 19, 2024, Hertz entered into a Note Purchase Agreement (“NPA”) with Knighthead Annuity & Life Assurance Company, Knighthead Distressed Opportunities Fund, L.P., Knighthead (NY) Fund, L.P., Knighthead Master Fund, L.P.
−Removed: and CK Opportunities Fund I, LP (collectively, the “Investors”), which entities are investors affiliated with CK Amarillo, an affiliate of Hertz Holdings, in connection with a backstop for Hertz's Exchangeable Notes offering, as disclosed in Note 7, "Debt." Under the terms of the NPA, Hertz had the right, but not the obligation, to sell to the Investors up to approximately $ 44 million in aggregate principal amount of Exchangeable Notes at the same price paid by investors in the offering of Exchangeable Notes.
−Removed: At the time of issuance, the Investors purchased approximately $ 44 million of the Exchangeable Notes on terms no less favorable than those purchased by non-related parties in the offering.
−Removed: On December 5, 2024, Hertz commenced consent solicitations with respect to its First Lien Senior Notes and its Exchangeable Notes to amend certain provisions of the indentures governing the First Lien Senior Notes and the Exchangeable Notes.
−Removed: On December 13, 2024, the Investors affiliated with CK Amarillo, an affiliate of Hertz Holdings, holding Exchangeable Notes, collectively received approximately $ 1 million in consent fees (the “CK Consent Fee”) in exchange for tendering their consents to amend certain provisions of the indenture governing the Exchangeable Notes.
−Removed: The CK Consent Fee paid to the Investors was at a consent fee level no greater than the consent fee level paid to non-related holders of the Exchangeable Notes.
+Added: and CK Opportunities Fund I, LP (collectively, the “Investors”), which entities are investors affiliated with CK Amarillo, an affiliate of Hertz Holdings, in connection with a backstop for Hertz's Exchangeable Notes Due 2029 offering.
+Added: Under the terms of the NPA, Hertz had the right, but not the obligation, to sell to the Investors up to approximately $ 44 million in aggregate principal amount of Exchangeable Notes Due 2029 at the same price paid by investors in the offering of Exchangeable Notes Due 2029.
+Added: At the time of issuance, the Investors purchased approximately $ 44 million of the Exchangeable Notes Due 2029 on terms no less favorable than those purchased by non-related parties in the offering.
+Added: On December 5, 2024, Hertz commenced consent solicitations with respect to its First Lien Senior Notes and its Exchangeable Notes Due 2029 to amend certain provisions of the indentures governing the First Lien Senior Notes and the Exchangeable Notes Due 2029.
+Added: On December 13, 2024, the Investors affiliated with CK Amarillo, an affiliate of Hertz Holdings, holding Exchangeable Notes Due 2029, collectively received approximately $ 1 million in consent fees (the “CK Consent Fee”) in exchange for tendering their consents to amend certain provisions of the indenture governing the Exchangeable Notes Due 2029.
+Added: The CK Consent Fee paid to the Investors was at a consent fee level no greater than the consent fee level paid to non-related holders of the Exchangeable Notes Due 2029.
In connection with its vehicle rental businesses, the Company enters into millions of rental transactions every year involving millions of customers.
9 unchanged sentences
See Note 18, "Public Warrants – Hertz Global," for attributes of the Public Warrants, which are classified at fair value as a liability for financial reporting purposes under U.S.
−Removed: Share Repurchase Programs for Common Stock
−Removed: In June 2022, Hertz Global's independent Audit Committee recommended, and its Board approved the 2022 Share Repurchase Program that authorized repurchases of up to $ 2.0 billion worth of shares of Hertz Global's outstanding common stock.
−Removed: The 2022 Share Repurchase Program, announced on June 15, 2022, has no expiration date, does not obligate Hertz Global to acquire any particular amount of common stock and can be discontinued at any time.
−Removed: However, during the effective period of Amendment No.
−Removed: 8, as disclosed in Note 7, "Debt," in Part II, Item 8 of this 2024 Annual Report, the repurchase of Hertz Global's common stock is not permitted between April 16, 2024
+Added: ATM Equity Offering Program
+Added: In May 2025, Hertz Global filed a Form S-3 Registration Statement as well as a prospectus supplement covering the offering, issuance and sale of up to a maximum aggregate offering price of $ 250 million shares of Hertz Global common stock par value $ 0.01 per share that may be issued and sold from time to time under an equity distribution
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: through April 1, 2025.
+Added: agreement with various banking institutions, acting as the Company's agents, through the ATM Program.
+Added: As of December 31, 2025, no shares of Hertz Global common stock had been sold under the ATM Program.
+Added: Share Repurchase Programs for Common Stock
+Added: In June 2022, Hertz Global's independent Audit Committee recommended, and its Board approved the 2022 Share Repurchase Program that authorized repurchases of up to $ 2.0 billion worth of shares of Hertz Global's outstanding common stock.
+Added: The 2022 Share Repurchase Program, announced on June 15, 2022, has no expiration date, does not obligate Hertz Global to acquire any particular amount of common stock and can be discontinued at any time.
+Added: There were no share repurchases during the years ended December 31, 2025 and 2024.
As of December 31, 2025, $ 874 million remains available under the 2022 Share Repurchase Program.
−Removed: During the year ended December 31, 2023, a total of 19,381,160 shares of Hertz Global's common stock were repurchased in open-market transactions at an average share price of $ 15.01 for an aggregate purchase price of $ 291 million, excluding applicable excise tax.
−Removed: Since inception of the 2022 Share Repurchase Program a total of 66,684,169 shares of Hertz Global's common stock have been repurchased in open-market transactions at an average share price of $ 16.88 for an aggregate purchase price of $ 1.1 billion, excluding applicable excise tax.
−Removed: There were no share repurchases during the year ended December 31, 2024.
−Removed: Common shares repurchased are included in treasury stock in the accompanying Hertz Global consolidated balance sheets as of December 31, 2024 and 2023.
−Removed: Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.
−Removed: Subsequent to the expiration of Amendment No.
Any future share repurchases will be made at the discretion of Hertz Global's management through a variety of methods, such as open-market transactions (including pre-set trading plans pursuant to Rule 10b5-1 under the Exchange Act), privately negotiated transactions, accelerated share repurchases, and other transactions in accordance with applicable securities laws.
2 unchanged sentences
Basic earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding.
−Removed: Diluted earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, including Public Warrants and Exchangeable Notes, except when the effect would be antidilutive.
−Removed: Dilutive shares for stock-based instruments and Public Warrants are computed using the treasury stock method and Exchangeable Notes are computed using the if-converted method.
−Removed: Additionally, the Company removes the income or expense impacts related to Public Warrants and Exchangeable Notes when computing diluted earnings (loss) per common share, when the impacts are dilutive.
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Diluted earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, including Public Warrants and the Exchangeable Notes, except when the effect would be antidilutive.
+Added: Dilutive shares for stock-based instruments and Public Warrants are computed using the treasury stock method and dilutive shares for the Exchangeable Notes are computed using the if-converted method.
+Added: Additionally, the Company removes the income or expense impacts related to Public Warrants and the Exchangeable Notes when computing diluted earnings (loss) per common share, when the impacts are dilutive.
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
4 unchanged sentences
Change in fair value of Public Warrants — — ( 163 )
+Added: Impact of Exchangeable Notes Due 2030
Net income (loss) available to Hertz Global common stockholders, diluted $ ( 781 ) $ ( 2,862 ) $ 452
2 unchanged sentences
Dilutive effect of Public Warrants — — 11
+Added: Dilutive effect of Exchangeable Notes Due 2030
Diluted weighted-average common shares outstanding 322 306 326
1 unchanged sentence
Antidilutive stock options, RSUs and PSUs 17 13 6
−Removed: Antidilutive shares related to Exchangeable Notes 19 — —
+Added: Antidilutive shares related to Exchangeable Notes Due 2029
Total antidilutive 140 115 6
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Years Ended December 31,
+Added: (In millions, except per share data) (1)
+Added: 2025 2024 2023
Earnings (loss) per common share:
3 unchanged sentences
Amounts are calculated from the underlying numbers in thousands, and as a result, may not agree to the amounts shown in the table when calculated in millions.
+Added: (2) Prior period amounts have been adjusted in the current period to correct for immaterial errors.
+Added: These corrections only affect the disclosure of antidilutive Public Warrants and do not impact the earnings (loss) per common share, basic and diluted, for the year ended December 31, 2024.
Note 18— Public Warrants – Hertz Global
6 unchanged sentences
The exercise price of the Public Warrants is subject to adjustment from time to time upon any payment of cash dividends relating to Hertz Global's common stock and the occurrence of certain dilutive events as described in the Public Warrant Agreement.
−Removed: In connection with the issuance of the Exchangeable Notes in June 2024, as disclosed in Note 7, "Debt," an anti-dilution provision in the Public Warrant Agreement required that the exercise price and warrant number be adjusted.
−Removed: This resulted in the exercise price of the Public Warrants decreasing from $ 13.80 to $ 13.61 , effective upon the issuance of the Exchangeable Notes on June 28, 2024.
+Added: In connection with the issuance of the Exchangeable Notes Due 2029 in June 2024, an anti-dilution provision in the Public Warrant Agreement required that the exercise price and warrant number be adjusted.
+Added: This resulted in the exercise price of the Public Warrants decreasing from $ 13.80 to $ 13.61 , effective upon the issuance of the Exchangeable Notes Due 2029 on June 28, 2024.
Effective concurrently with the change in exercise price, the number of shares of Hertz Global common stock to which a holder of a Public Warrant is entitled upon exercise of a Public Warrant increased from one share to 1.0140 shares.
−Removed: During the year ended December 31, 2024, approximately 12,500 Public Warrants were exercised, of which 8,000 were cashless exercises, 1,300 were exercised for $ 13.61 per share and 3,200 were exercised for $ 13.80 per share.
−Removed: As of December 31, 2023, approximately 49,000 Public Warrants were exercised, of which 31,000 were
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: cashless exercises and 18,000 were exercised for $ 13.80 per share.
−Removed: As of December 31, 2024, approximately 82,700,000 Public Warrants remain outstanding and the exercise price is $ 13.61 .
+Added: As of December 31, 2025, approximately 6,300,000 Public Warrants had been exercised since their original issuance in June 2021.
+Added: As of December 31, 2025, approximately 82,700,000 Public Warrants remain outstanding and an exercise price of $ 13.61 .
+Added: The Public Warrants are recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2025 and 2024.
+Added: See Note 13, "Fair Value Measurements."
Note 19— Segment Information
The Company's chief operating decision maker ("CODM") is its Chief Executive Officer.
−Removed: The CODM uses Adjusted EBITDA to determine segment profitability in order to assess performance and allocate resources for the Company's reportable segments based on monitoring of budgeted versus actual results.
+Added: The CODM uses Adjusted EBITDA to determine segment profitability, which aids the CODM in the assessment of segment operating performance and assists in the evaluation of resource needs and allocation of resources to the Company's reportable segments.
+Added: The CODM conducts regular meetings with finance and operational leaders to review targeted results versus actual results to facilitate the evaluation of Adjusted EBITDA.
The Company has identified two reportable segments, which are consistent with its operating segments and organized based primarily on the geographic areas in which business is conducted, as follows:
−Removed: • Americas RAC - Rental of vehicles, as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean.
+Added: • Americas RAC - Rental of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean.
The Company maintains a network of company-operated rental locations in this segment and has franchisees and partners that operate rental locations under the Company's brands;
−Removed: • International RAC - Rental of vehicles, as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the Caribbean.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: • International RAC - Rental of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the Caribbean.
The Company maintains a network of company-operated rental locations, a majority of which are in Europe, and has franchisees and partners that operate rental locations under the Company's brands.
11 unchanged sentences
Other segment items (2)
−Removed: 349 ( 8 ) 341
Segment profit (loss):
1 unchanged sentence
Corporate (3)
−Removed: Total Hertz Global and Hertz Adjusted EBITDA ( 1,541 )
Non-vehicle depreciation and amortization ( 117 )
3 unchanged sentences
Unrealized gains (losses) on financial instruments (7)
−Removed: Non-cash stock-based compensation forfeitures (7)
+Added: Gain on sale of non-vehicle capital assets (8)
+Added: Legal settlement (9)
Bankruptcy-related litigation reserve (10)
−Removed: Long-Lived Assets impairment (9)
Other items (11)
Income (loss) before income taxes - Hertz ( 786 )
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Year Ended December 31, 2024
−Removed: (In millions) Americas RAC International RAC Total
Change in fair value of Public Warrants (12)
12 unchanged sentences
Adjusted EBITDA $ ( 1,357 ) $ 31 $ ( 1,326 )
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Year Ended December 31, 2024
+Added: (In millions) Americas RAC International RAC Total
Corporate (3)
−Removed: Total Hertz Global and Hertz Adjusted EBITDA 561
Non-vehicle depreciation and amortization ( 139 )
3 unchanged sentences
Unrealized gains (losses) on financial instruments (7)
−Removed: Gain on sale of non-vehicle capital assets (12)
+Added: Bankruptcy-related litigation reserve (10)
+Added: Long-Lived Assets impairment (13)
+Added: Non-cash stock-based compensation forfeitures (14)
Other items (11)
8 unchanged sentences
Depreciation of revenue earning vehicles and lease charges, net (1)
+Added: 1,775 264 2,039
Selling, general and administrative 501 227 728
Other segment items (2)
+Added: 279 ( 24 ) 255
Segment profit (loss):
1 unchanged sentence
Corporate (3)
−Removed: Total Hertz Global and Hertz Adjusted EBITDA 2,305
Non-vehicle depreciation and amortization ( 149 )
2 unchanged sentences
Restructuring and restructuring related charges (6)
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Year Ended December 31, 2022
−Removed: (In millions) Americas RAC International RAC Total
Unrealized gains (losses) on financial instruments (7)
−Removed: Litigation settlements (13)
+Added: Gain on sale of non-vehicle capital assets (8)
Other items (9)
6 unchanged sentences
See Note 5, "Revenue Earning Vehicles."
−Removed: (2) Represents certain other segment items that are not deemed significant segment expenses, which primarily includes fleet interest expense, net and certain other adjustments reflected in the tables above, excluding adjustments in 2024 for Long-Lived Assets impairment and bankruptcy-related litigation reserve and in 2023 adjustment for a gain on sale of non-vehicle capital assets.
−Removed: (3) Represents other reconciling items primarily consisting of general corporate expenses and non-vehicle interest expense, net;
−Removed: as well as other business activities.
−Removed: (4) Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums which are recorded within vehicle interest expense, net.
+Added: (2) Represents certain other segment items that are not deemed significant segment expenses, which primarily consists of vehicle interest expense, net and other adjustments, such as intercompany royalty assessment fees, restructuring and restructuring related charges, vehicle-debt related charges and other miscellaneous items as described in footnote 11 below.
+Added: (3) Represents other reconciling items primarily consisting of general corporate expenses as well as other business activities.
+Added: (4) Excludes gains (losses) related to the fair value of the Exchange Features 2029 and the Exchange Feature 2030, which are included in footnote 7 below.
+Added: HERTZ GLOBAL HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: THE HERTZ CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (5) Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums which are recorded within vehicle interest expense.
(6) Represents charges incurred under restructuring actions as defined in U.S.
−Removed: Also includes restructuring related charges such as incremental costs incurred related to personnel reductions, litigation and closure of underperforming locations.
−Removed: In 2024, charges are recorded within selling, general and administrative expense.
−Removed: In 2023 and 2022, charges are recorded within direct vehicle and operating expense and selling, general and administrative expense.
+Added: Also includes restructuring related charges such as incremental costs incurred related primarily to personnel reductions, litigation and closure of underperforming locations.
+Added: In 2025 and 2024, charges are recorded within selling, general and administrative expense.
+Added: In 2023, charges are recorded within direct vehicle and operating expense and selling, general and administrative expense.
(7) Represents unrealized gains (losses) on derivative financial instruments in which interest rate instrument gains (losses) are recorded within vehicle interest expense, net and foreign currency forward contract gains (losses) are recorded within selling, general and administrative expense.
+Added: In 2025 and 2024, also includes gains (losses) associated with the Exchange Features 2029 and the Exchange Feature 2030, which are recorded within non-vehicle interest expense, net.
See Note 12, "Financial Instruments."
−Removed: (7) Represents former CEO awards forfeited in March 2024.
−Removed: See Note 9, "Stock-Based Compensation."
−Removed: (8) Represents an increase to an existing bankruptcy-related litigation reserve recorded in September 2024, including interest that continues to accrue during each subsequent reporting period.
+Added: (8) Represents the gains recognized on the sales of certain non-vehicle capital assets sold in 2025 and 2023.
+Added: See Note 3, "Divestitures."
+Added: (9) Represents the gain related to the receipt of a legal settlement distribution in September 2025 in connection with the Company’s participation in a class action settlement.
See Note 15, "Contingencies and Off-Balance Sheet Commitments."
−Removed: (9) Represents impairment charges recognized for certain long-lived assets in the third quarter of 2024.
−Removed: See Note 3, "Long-Lived Assets Impairment."
+Added: (10) Represents an increase to an existing bankruptcy-related litigation reserve initially recorded in September 2024, including interest which continues to accrue during each subsequent reporting period.
+Added: See Note 15, "Contingencies and Off-Balance Sheet Commitments."
(11) Represents miscellaneous items.
+Added: For 2025, primarily includes a pension plan settlement reserve adjustment, a one-time settlement agreement to restructure an IT contract,, certain IT-related charges, cloud computing costs, an unfavorable litigation ruling and certain concession-related adjustments.
For 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related vehicle damages, partially offset by a loss recovery settlement and certain litigation settlements.
For 2023, primarily includes certain IT-related costs, charges for certain storm-related vehicle damages and certain professional fees and charges related to the settlement of bankruptcy claims, partially offset by a loss recovery settlement.
−Removed: For 2022, primarily includes certain bankruptcy claims, certain professional fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges.
(12) Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.
−Removed: (12) Represents gain on sale of certain non-vehicle capital assets sold in 2023.
−Removed: See Note 4, "Divestitures."
−Removed: (13) Represents payments made for the settlement of certain claims related to alleged false arrests.
−Removed: See Note 15, "Contingencies and Off-Balance Sheet Commitments."
−Removed: HERTZ GLOBAL HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: THE HERTZ CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The following tables provide other significant statement of operations, balance sheet and cash flow information by reportable segment for each of Hertz Global and Hertz.
+Added: (13) Represents Long-Lived Assets impairment charges recognized in the third quarter of 2024.
+Added: See Note 4, "Long-Lived Assets Impairment."
+Added: (14) Represents former CEO awards forfeited in March 2024.
+Added: See Note 9, "Stock-Based Compensation."
+Added: The following tables provide other significant segment statement of operations, balance sheet and cash flow information for each of Hertz Global and Hertz.
Years Ended December 31,
−Removed: (In millions) 2024 2023 2022
−Removed: Depreciation and amortization, non-vehicle assets
−Removed: Americas RAC $ 109 $ 125 $ 114
−Removed: International RAC 13 11 13
−Removed: Total reportable segments 122 136 127
+Added: (In millions) Americas RAC International RAC Unallocated (1)
Total Hertz Global and Hertz
+Added: Depreciation and amortization, non-vehicle assets $ 96 $ 14 $ 7 $ 117
Vehicle interest expense, net (2)
−Removed: Americas RAC $ 479 $ 456 $ 140
−Removed: International RAC 111 99 19
−Removed: Total Hertz Global and Hertz $ 590 $ 555 $ 159
Non-vehicle interest expense, net (2)
−Removed: Americas RAC $ ( 4 ) $ ( 22 ) $ ( 80 )
−Removed: International RAC ( 18 ) ( 10 ) —
−Removed: Total reportable segments ( 22 ) ( 32 ) ( 80 )
−Removed: Total Hertz Global and Hertz $ 369 $ 238 $ 169
−Removed: As of December 31,
−Removed: (In millions) 2024 2023
−Removed: Revenue earning vehicles, net
−Removed: Americas RAC (1)(2)
2 ( 16 ) 483 469
−Removed: International RAC (1)
−Removed: Total Hertz Global and Hertz $ 11,963 $ 14,651
−Removed: Property and equipment, net
−Removed: Americas RAC $ 460 $ 501
−Removed: International RAC 71 73
−Removed: Total reportable segments 531 574
−Removed: Total Hertz Global and Hertz $ 623 $ 671
−Removed: Americas RAC $ 17,386 $ 19,252
−Removed: International RAC 3,456 4,245
−Removed: Total reportable segments 20,842 23,497
−Removed: Total Hertz Global (3)
+Added: Depreciation and amortization, non-vehicle assets $ 109 $ 13 $ 17 $ 139
+Added: Vehicle interest expense, net (2)
479 111 — 590
−Removed: Corporate - Hertz ( 1 ) ( 1 )
−Removed: Total Hertz (3)
+Added: Non-vehicle interest expense, net (2)
( 4 ) ( 18 ) 391 369
−Removed: (1) Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date.
−Removed: See Note 5, "Revenue Earning Vehicles."
+Added: Depreciation and amortization, non-vehicle assets $ 125 $ 11 $ 13 $ 149
+Added: Vehicle interest expense, net (2)
+Added: Non-vehicle interest expense, net (2)
+Added: ( 22 ) ( 10 ) 270 238
+Added: (1) Includes expenses associated with the Company's corporate operations which are not attributable to a particular reportable segment.
+Added: (2) The Company's CODM relies primarily on interest expense,net when reviewing targeted results versus actual results to facilitate in the evaluation of segment results.
HERTZ GLOBAL HOLDINGS, INC.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (2) As of December 31, 2023, includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date, including the First EV Disposal Group.
+Added: As of December 31,
+Added: (In millions) Americas RAC International RAC Unallocated (1)
+Added: Total Hertz Global Unallocated - Hertz (2)
+Added: Revenue earning vehicles, net (3)
+Added: $ 10,844 $ 1,682 $ — $ 12,526 $ — $ 12,526
+Added: Property and equipment, net 415 63 88 566 — 566
+Added: Total assets (4)
+Added: 17,809 3,357 1,145 22,311 ( 3 ) 22,308
+Added: Revenue earning vehicles, net (3)
+Added: $ 10,253 $ 1,710 $ — $ 11,963 $ — $ 11,963
+Added: Property and equipment, net 460 71 92 623 — 623
+Added: Total assets (4)
+Added: 17,386 3,456 960 21,802 ( 1 ) 21,801
+Added: (1) Includes assets associated with the Company's corporate operations which are not attributable to a particular reportable segment.
+Added: (2) Includes assets associated with Hertz's corporate operations which are not attributable to a particular reportable segment.
+Added: (3) Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date.
See Note 5, "Revenue Earning Vehicles."
2 unchanged sentences
Years Ended December 31,
−Removed: (In millions) 2024 2023 2022
−Removed: Revenue earning vehicles and non-vehicle capital assets
−Removed: Americas RAC:
−Removed: $ ( 8,931 ) $ ( 7,736 ) $ ( 9,352 )
+Added: (In millions) Americas RAC International RAC Unallocated (1)
+Added: Total Hertz Global and Hertz
+Added: Expenditures $ ( 8,579 ) $ ( 1,700 ) $ ( 1 ) $ ( 10,280 )
Proceeds from disposals 6,651 1,637 ( 2 ) 8,286
−Removed: 6,105 4,376 5,768
−Removed: Net expenditures - Hertz Global and Hertz
−Removed: $ ( 2,826 ) $ ( 3,360 ) $ ( 3,584 )
−Removed: International RAC:
−Removed: $ ( 1,687 ) $ ( 1,921 ) $ ( 1,379 )
+Added: Net expenditures $ ( 1,928 ) $ ( 63 ) $ ( 3 ) $ ( 1,994 )
+Added: Expenditures $ ( 8,931 ) $ ( 1,687 ) $ ( 11 ) $ ( 10,629 )
Proceeds from disposals 6,105 1,594 2 7,701
−Removed: 1,594 1,298 741
−Removed: Net expenditures - Hertz Global and Hertz
−Removed: $ ( 93 ) $ ( 623 ) $ ( 638 )
−Removed: $ ( 11 ) $ ( 45 ) $ ( 15 )
+Added: Net expenditures $ ( 2,826 ) $ ( 93 ) $ ( 9 ) $ ( 2,928 )
+Added: Expenditures $ ( 7,736 ) $ ( 1,921 ) $ ( 45 ) $ ( 9,702 )
Proceeds from disposals 4,376 1,298 5 5,679
−Removed: Net expenditures - Hertz Global and Hertz
−Removed: $ ( 9 ) $ ( 40 ) $ ( 14 )
+Added: Net expenditures $ ( 3,360 ) $ ( 623 ) $ ( 40 ) $ ( 4,023 )
+Added: (1) Includes assets associated with the Company's corporation operations which are not attributable to a particular reportable segment.
The Company operates in the U.S.
9 unchanged sentences
$ 8,504 $ 9,049 $ 9,371
−Removed: As of December 31,
−Removed: (In millions) 2024 2023
−Removed: Revenue earning vehicles, net
−Removed: $ 9,880 $ 11,980
−Removed: International
−Removed: Total Hertz Global and Hertz (1)(2)
−Removed: $ 11,963 $ 14,651
−Removed: Property and equipment, net
−Removed: International
−Removed: Total Hertz Global and Hertz
−Removed: Operating lease right-of-use assets
−Removed: $ 1,815 $ 1,995
−Removed: International
−Removed: Total Hertz Global and Hertz
−Removed: $ 2,088 $ 2,253
HERTZ GLOBAL HOLDINGS, INC.
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As of December 31,
−Removed: (In millions) 2024 2023
+Added: (In millions) U.S.
+Added: International Total Hertz Global U.S.
+Added: - Hertz Total Hertz
+Added: Revenue earning vehicles, net (1)
$ 10,473 $ 2,053 $ 12,526 $ — $ 12,526
−Removed: International 4,132 5,055
−Removed: Total Hertz Global 21,802 24,605
−Removed: - Hertz ( 1 ) ( 1 )
−Removed: Total Hertz $ 21,801 $ 24,604
−Removed: (1) In 2023, includes the carrying amount of the First EV Disposal Group.
−Removed: See Note 5, "Revenue Earning Vehicles."
+Added: Property and equipment, net 484 82 566 — 566
+Added: Operating lease right-of-use assets 1,927 330 2,257 — 2,257
+Added: Total assets 18,242 4,069 22,311 ( 3 ) 22,308
+Added: Revenue earning vehicles, net (1)
+Added: $ 9,880 $ 2,083 $ 11,963 $ — $ 11,963
+Added: Property and equipment, net 535 88 623 — 623
+Added: Operating lease right-of-use assets 1,815 273 2,088 — 2,088
+Added: Total assets 17,670 4,132 21,802 ( 1 ) 21,801
(1) Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date.
See Note 5, "Revenue Earning Vehicles."
+Added: Note 20— Subsequent Events
+Added: In January 2026, the Company made a payment for the stipulated amount of $ 346 million in connection with the case captioned Wells Fargo Bank, National Association v.
+Added: The Hertz Corporation, et.
+Added: al., as further disclosed in Note 15, "Contingencies and Off-Balance Sheet Commitments."
+Added: In February 2026, Hertz increased the committed amounts under its Standby LCs by approximately $ 200 million, as further disclosed in Note 7, "Debt."
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
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LIABILITIES AND STOCKHOLDERS' EQUITY
−Removed: Accrued taxes, net — 2
Public Warrants 222 178
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Cash flows from financing activities:
−Removed: Proceeds from exercises of Public Warrants — — 3
Share repurchases — — ( 315 )
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This information should be read in conjunction with the consolidated financial statements of Hertz Global included in this 2025 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."
+Added: Note 2— Contingencies
+Added: For a discussion of the commitments and contingencies of Hertz Holdings, refer to the sections below included in Note 15, "Contingencies and Off-Balance Sheet Commitments," to the Notes to its consolidated financial statements included in this 2025 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."
+Added: • Share Repurchase Program Litigation
+Added: • Securities Class Action Complaint
+Added: The remaining sections of Note 15, "Contingencies and Off-Balance Sheet Commitments," and Note 10, "Leases," describe the commitments and contingencies of Hertz Holdings, including its subsidiaries.
Note 3— Dividends
−Removed: In 2024, $ 7 million of cash dividends were paid by Hertz to Hertz Holdings.
−Removed: In 2023 and 2022, $ 321 million and $ 2.5 billion in cash dividends were paid by Hertz to Hertz Holdings to fund common stock repurchases, respectively.
+Added: In 2025 and 2024, $ 13 million and $ 7 million of cash dividends were paid by Hertz to Hertz Holdings.
+Added: In 2023,$ 321 million in cash dividends were paid by Hertz to Hertz Holdings to fund common stock repurchases.
There were no non-cash dividends paid by Hertz in 2025, 2024 or 2023.
1 unchanged sentence
For a discussion of the share repurchase programs of Hertz Holdings, see Note 17, "Equity and Earnings (Loss) Per Common Share – Hertz Global" in Part II, Item 8 of this 2025 Annual Report.
−Removed: There were no share repurchases during the year ended December 31, 2024.
−Removed: In 2023, Hertz Holdings repurchased 19,381,160 shares, for $ 291 million, excluding applicable excise tax, which is included in treasury stock in the accompanying parent-only balance sheets of Hertz Holdings as of December 31, 2024 and 2023.
+Added: There were no share repurchases during the years ended December 31, 2025 and 2024.
VALUATION AND QUALIFYING ACCOUNTS
13 unchanged sentences
Year Ended December 31, 2025 $ 839 $ 69 $ 38 $ ( 15 ) (3)
−Removed: $ ( 15 ) $ ( 9 ) (3)
Year Ended December 31, 2024 305 558 (2)
+Added: ( 15 ) ( 9 ) (3)
Year Ended December 31, 2023 511 22 10 ( 238 ) (3)
1 unchanged sentence
(2) Activity represents the establishment of $ 383 million and $ 175 million of domestic and foreign valuation allowances, respectively.
−Removed: See Note 11, "Income Tax (Provision) Benefit," for further information.
(3) Activity represents the release of a valuation allowance.
28 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.