Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index
Page
Hertz Global Holdings, Inc. and Subsidiaries
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
76
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024
84
Consolidated Statements of Operations for Years Ended December 31, 2025, 2024 and 2023
85
Consolidated Statements of Comprehensive Income (Loss) for Years Ended December 31, 2025, 2024 and 2023
86
Consolidated Statements of Changes in Stockholders' Equity for Years Ended December 31, 2025, 2024 and 2023
87
Consolidated Statements of Cash Flows for Years Ended December 31, 2025, 2024 and 2023
88
The Hertz Corporation and Subsidiaries
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
80
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024
90
Consolidated Statements of Operations for Years Ended December 31, 2025, 2024 and 2023
91
Consolidated Statements of Comprehensive Income (Loss) for Years Ended December 31, 2025, 2024 and 2023
92
Consolidated Statements of Changes in Stockholder's Equity (Deficit) for Years Ended December 31, 2025, 2024 and 2023
93
Consolidated Statements of Cash Flows for Years Ended December 31, 2025, 2024 and 2023
94
Notes to the Consolidated Financial Statements
Note 1
Background
96
Note 2
Significant Accounting Policies
96
Note 3
Divestitures
103
Note 4
Long-Lived Assets Impairment
103
Note 5
Revenue Earning Vehicles
104
Note 6
Goodwill and Intangible Assets, Net
105
Note 7
Debt
108
Note 8
Employee Retirement Benefits
118
Note 9
Stock-Based Compensation
123
Note 10
Leases
127
Note 11
Income Tax (Provision) Benefit
130
Note 12
Financial Instruments
135
Note 13
Fair Value Measurements
137
Note 14
Accumulated Other Comprehensive Income (Loss)
142
Note 15
Contingencies and Off-Balance Sheet Commitments
142
Note 16
Related Party Transactions
146
Note 17
Equity and Earnings (Loss) Per Common Share – Hertz Global
146
Note 18
Public Warrants - Hertz Global
148
Note 19
Segment Information
148
Note 20
Subsequent Events
153
Schedule I
Condensed Financial Information of Registrant Hertz Global Holdings, Inc.
154
Schedule II
Valuation and Qualifying Accounts
158
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hertz Global Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hertz Global Holdings, Inc. 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. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
Calculation of Non-Program Depreciation on Revenue Earning Vehicles in the Americas Rental Car (“RAC”) Segment
Description of the Matter For the year ended December 31, 2025, total depreciation of revenue earning vehicles and lease charges, net in the Americas RAC segment was $1,574 million. As discussed in Note 2 to the consolidated financial statements, depreciation rates are reviewed on a quarterly basis based on management’s ongoing assessment of present and estimated future market conditions, the effect of these conditions on residual values at the expected time of disposal and the estimated holding period for revenue earning vehicles. The Company’s revenue earning vehicles are comprised of vehicles that are subject to and are not subject to vehicle repurchase programs (“program vehicles” and “non-program vehicles,” respectively). For program vehicles, the manufacturers guarantee the depreciation rate during established repurchase or auction periods, versus non-program vehicles where the Company estimates the period that the Company will hold the asset and the residual value of the vehicle at the expected time of disposal.
Auditing the Company’s calculation of depreciation for non-program vehicles related to the Americas RAC segment was complex due to the significant estimation uncertainty and management’s judgment to determine the estimated residual values at the expected time of disposal. The significant estimation uncertainty was primarily due to management’s assumptions related to market conditions and their effect on estimated residual values. Additionally, auditing the calculation of depreciation was challenging due to the volume of data inputs utilized in management’s calculation and their assessment of significant assumptions, including historical sales data and estimated residual values from multiple sources, including third-party sources, at varying levels of disaggregation.
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 measurement of depreciation expense for non-program vehicles related to the Americas RAC segment. For example, we tested controls over management’s quarterly review of the depreciation rates, which included their procedures to validate the completeness and accuracy of the data used in the calculation and their assessment of significant assumptions, specifically the estimated residual values of non-program vehicles at the expected disposition related to the Americas RAC segment.
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. 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.
Valuation of Self-insured Liabilities – Public Liability, Property Damage, and Liability Insurance Supplement related to the Americas Rental Car (“RAC”) operations
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. 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. The estimated self-insured liabilities as of December 31, 2025 were $508 million related to the Americas RAC operations. The adequacy of the liabilities is monitored quarterly based on accident claim history. If the Company’s estimates change or if actual results differ, the amount of the recorded liabilities are adjusted to reflect these results.
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.
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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. 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.
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. 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
We have served as the Company's auditor since 2019.
Tampa, Florida
February 26, 2026
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hertz Global Holdings, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Hertz Global Holdings, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hertz Global Holdings, Inc. 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.
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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tampa, Florida
February 26, 2026
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THE HERTZ CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholder and the Board of Directors of The Hertz Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Hertz Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholder’s 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 schedule 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. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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THE HERTZ CORPORATION AND SUBSIDIARIES
Calculation of Non-Program Depreciation on Revenue Earning Vehicles in the Americas Rental Car (“RAC”) Segment
Description of the Matter For the year ended December 31, 2025, total depreciation of revenue earning vehicles and lease charges, net in the Americas RAC segment was $1,574 million. As discussed in Note 2 to the consolidated financial statements, depreciation rates are reviewed on a quarterly basis based on management’s ongoing assessment of present and estimated future market conditions, the effect of these conditions on residual values at the expected time of disposal and the estimated holding period for revenue earning vehicles. The Company’s revenue earning vehicles are comprised of vehicles that are subject to and are not subject to vehicle repurchase programs (“program vehicles” and “non-program vehicles,” respectively). For program vehicles, the manufacturers guarantee the depreciation rate during established repurchase or auction periods, versus non-program vehicles where the Company estimates the period that the Company will hold the asset and the residual value of the vehicle at the expected time of disposal.
Auditing the Company’s calculation of depreciation for non-program vehicles related to the Americas RAC segment was complex due to the significant estimation uncertainty and management’s judgment to determine the estimated residual values at the expected time of disposal. The significant estimation uncertainty was primarily due to management’s assumptions related to market conditions and their effect on estimated residual values. Additionally, auditing the calculation of depreciation was challenging due to the volume of data inputs utilized in management’s calculation and their assessment of significant assumptions, including historical sales data and estimated residual values from multiple sources, including third-party sources, at varying levels of disaggregation.
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 measurement of depreciation expense for non-program vehicles related to the Americas RAC segment. For example, we tested controls over management’s quarterly review of the depreciation rates, which included their procedures to validate the completeness and accuracy of the data used in the calculation and their assessment of significant assumptions, specifically the estimated residual values of non-program vehicles at the expected disposition related to the Americas RAC segment.
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. 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.
Valuation of Self-insured Liabilities – Public Liability, Property Damage, and Liability Insurance Supplement related to the Americas Rental Car (“RAC”) operations
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. 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. The estimated self-insured liabilities as of December 31, 2025 were $508 million related to the Americas RAC operations. The adequacy of the liabilities is monitored quarterly based on accident claim history. If the Company’s estimates change or if actual results differ, the amount of the recorded liabilities are adjusted to reflect these results.
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.
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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. 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.
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. 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
We have served as the Company's auditor since 2019.
Tampa, Florida
February 26, 2026
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THE HERTZ CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholder and the Board of Directors of The Hertz Corporation
Opinion on Internal Control Over Financial Reporting
We have audited The Hertz Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Hertz Corporation 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.
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 stockholder’s 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 schedule listed in the Index at Item 15(a) and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tampa, Florida
February 26, 2026
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
December 31, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 565 $ 592
Restricted cash and cash equivalents:
Vehicle 317 258
Non-vehicle 285 283
Total cash and cash equivalents and restricted cash and cash equivalents 602 541
1,167 1,133
Receivables:
Vehicle 381 389
Non-vehicle, net of allowance of $ 91 and $ 58 , respectively
729 816
Total receivables, net 1,110 1,205
Prepaid expenses and other assets 782 894
Revenue earning vehicles:
Vehicles 14,039 12,714
Less: accumulated depreciation ( 1,513 ) ( 751 )
Total revenue earning vehicles, net 12,526 11,963
Property and equipment, net 566 623
Operating lease right-of-use assets 2,257 2,088
Intangible assets, net 2,858 2,852
Goodwill 1,045 1,044
Total assets (1)
$ 22,311 $ 21,802
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:
Vehicle $ 342 $ 161
Non-vehicle 517 481
Total accounts payable 859 642
Accrued liabilities 1,231 1,174
Accrued taxes, net 131 158
Debt:
Vehicle 11,629 11,231
Non-vehicle 5,425 5,104
Total debt 17,054 16,335
Public Warrants 222 178
Operating lease liabilities 2,275 2,073
Self-insured liabilities 648 617
Deferred income taxes, net 350 472
Total liabilities (1)
22,770 21,649
Commitments and contingencies
Stockholders' equity:
Preferred stock, $ 0.01 par value, no shares issued and outstanding
— —
Common stock, $ 0.01 par value, 486,543,836 and 481,502,623 shares issued, respectively, and 311,731,792 and 306,690,579 shares outstanding, respectively
5 5
Treasury stock, at cost, 174,812,044 and 174,812,044 common shares, respectively
( 3,430 ) ( 3,430 )
Additional paid-in capital 6,447 6,396
Retained earnings (Accumulated deficit) ( 3,249 ) ( 2,502 )
Accumulated other comprehensive income (loss) ( 232 ) ( 316 )
Total stockholders' equity (deficit) ( 459 ) 153
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. Hertz Global Holdings, Inc.'s consolidated total liabilities as of December 31, 2025 and December 31, 2024 include total liabilities of VIEs of $ 1.3 billion and $ 1.4 billion, respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc. See "Pledges Related to Vehicle Financing" in Note 7, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
Years Ended December 31,
2025 2024 2023
Revenues $ 8,504 $ 9,049 $ 9,371
Expenses:
Direct vehicle and operating 5,489 5,689 5,455
Depreciation of revenue earning vehicles and lease charges, net 1,927 3,611 2,039
Non-vehicle depreciation and amortization 117 139 149
Selling, general and administrative 957 819 962
Interest expense, net:
Vehicle 608 590 555
Non-vehicle 469 369 238
Interest expense, net 1,077 959 793
Other (income) expense, net ( 3 ) 4 12
(Gain) on sale of non-vehicle capital assets ( 144 ) — ( 162 )
Legal settlement ( 154 ) — —
Bankruptcy-related litigation reserve
24 292 —
Long-Lived Assets impairment — 1,048 —
Change in fair value of Public Warrants 44 ( 275 ) ( 163 )
Total expenses 9,334 12,286 9,085
Income (loss) before income taxes ( 830 ) ( 3,237 ) 286
Income tax (provision) benefit
83 375 330
Net income (loss) $ ( 747 ) $ ( 2,862 ) $ 616
Weighted-average common shares outstanding:
Basic 310 306 313
Diluted 322 306 326
Earnings (loss) per common share:
Basic $ ( 2.41 ) $ ( 9.34 ) $ 1.97
Diluted $ ( 2.43 ) $ ( 9.34 ) $ 1.39
The accompanying notes are an integral part of these financial statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Years Ended December 31,
2025 2024 2023
Net income (loss) $ ( 747 ) $ ( 2,862 ) $ 616
Other comprehensive income (loss):
Foreign currency translation adjustments
$ 60 ( 74 ) 49
Net gain (loss) on pension and postretirement benefit plans 26 4 ( 5 )
Reclassification from other comprehensive income (loss) to other (income) expense for amortization of actuarial net losses 3 4 4
Total other comprehensive income (loss) before income taxes 89 ( 66 ) 48
Income tax (provision) benefit related to pension and postretirement benefit plans ( 5 ) ( 1 ) ( 1 )
Income tax (provision) benefit related to reclassified amounts of net periodic costs on pension and postretirement benefit plans — ( 1 ) ( 1 )
Total other comprehensive income (loss)
84 ( 68 ) 46
Total comprehensive income (loss) $ ( 663 ) $ ( 2,930 ) $ 662
The accompanying notes are an integral part of these financial statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(In millions)
Preferred Stock Shares Preferred Stock Amount Common Stock Shares Common Stock Amount Additional
Paid-In Capital Retained Earnings (Accumulated
Deficit) Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Shares Treasury Stock Amount Total Stockholders' Equity
Balance as of:
December 31, 2022 — $ — 323 $ 5 $ 6,326 $ ( 256 ) $ ( 294 ) 155 $ ( 3,136 ) $ 2,645
Net income (loss) — — — — — 616 — — — 616
Other comprehensive income (loss) — — — — — — 46 — — 46
Stock-based compensation charges — — — — 87 — — — — 87
Net settlement on vesting of restricted stock — — 1 — ( 9 ) — — — — ( 9 )
Public Warrant exercises — — — — 1 — — — — 1
Shares repurchases — — ( 19 ) — — — — 20 ( 294 ) ( 294 )
December 31, 2023 — — 305 5 6,405 360 ( 248 ) 175 ( 3,430 ) 3,092
Net income (loss) — — — — — ( 2,862 ) — — — ( 2,862 )
Other comprehensive income (loss) — — — — — — ( 68 ) — — ( 68 )
Stock-based compensation charges — — — — 63 — — — — 63
Net settlement on vesting of restricted stock — — 2 — ( 4 ) — — — — ( 4 )
Stock-based compensation forfeitures (1)
— — — — ( 68 ) — — — — ( 68 )
December 31, 2024 — — 307 5 6,396 ( 2,502 ) ( 316 ) 175 ( 3,430 ) 153
Net income (loss) — — — — — ( 747 ) — — — ( 747 )
Other comprehensive income (loss) — — — — — — 84 — — 84
Net settlement on vesting of restricted stock — — 5 — ( 12 ) — — — — ( 12 )
Stock-based compensation charges — — — — 63 — — — — 63
December 31, 2025 — $ — 312 $ 5 $ 6,447 $ ( 3,249 ) $ ( 232 ) 175 $ ( 3,430 ) $ ( 459 )
(1) Represents former CEO awards forfeited in March 2024. See also Note 9, "Stock-Based Compensation."
The accompanying notes are an integral part of these financial statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income (loss) $ ( 747 ) $ ( 2,862 ) $ 616
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net 2,148 3,983 2,422
Depreciation and amortization, non-vehicle 117 139 149
Amortization of deferred financing costs and debt discount (premium) 86 74 61
Non-cash PIK interest on Exchangeable Notes 21 — —
Stock-based compensation charges 63 63 87
Stock-based compensation forfeitures — ( 68 ) —
Provision for receivables allowance 127 120 93
Deferred income taxes, net ( 132 ) ( 459 ) ( 380 )
Long-Lived Assets impairment — 1,048 —
(Gain) loss on sale of non-vehicle capital assets ( 144 ) — ( 162 )
Change in fair value of Public Warrants 44 ( 275 ) ( 163 )
Changes in financial instruments ( 37 ) 7 117
Other 6 ( 26 ) 5
Changes in assets and liabilities:
Non-vehicle receivables ( 11 ) 23 ( 216 )
Prepaid expenses and other assets ( 12 ) 8 ( 39 )
Operating lease right-of-use assets 437 386 365
Non-vehicle accounts payable 12 ( 14 ) ( 48 )
Accrued liabilities 63 324 ( 39 )
Accrued taxes, net ( 35 ) 18 3
Operating lease liabilities ( 403 ) ( 417 ) ( 391 )
Self-insured liabilities 22 152 ( 6 )
Net cash provided by (used in) operating activities 1,625 2,224 2,474
Cash flows from investing activities:
Revenue earning vehicles expenditures ( 10,183 ) ( 10,524 ) ( 9,514 )
Proceeds from disposal of revenue earning vehicles 8,086 7,678 5,498
Non-vehicle capital asset expenditures ( 97 ) ( 105 ) ( 188 )
Proceeds from disposal of non-vehicle capital assets 200 23 181
Return of (investment in) equity investments ( 1 ) ( 1 ) ( 1 )
Net cash provided by (used in) investing activities ( 1,995 ) ( 2,929 ) ( 4,024 )
Cash flows from financing activities:
Proceeds from issuance of vehicle debt 5,931 3,873 6,043
Repayments of vehicle debt ( 5,761 ) ( 4,827 ) ( 4,837 )
Proceeds from issuance of non-vehicle debt 2,501 4,646 2,490
Repayments of non-vehicle debt ( 2,168 ) ( 2,966 ) ( 2,018 )
Payment of financing costs ( 82 ) ( 64 ) ( 41 )
Share repurchases — — ( 315 )
Purchase of Capped Call Transactions 2030, net
( 38 ) — —
Other ( 11 ) ( 4 ) ( 9 )
Net cash provided by (used in) financing activities 372 658 1,313
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
Years Ended December 31,
2025 2024 2023
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents 32 ( 26 ) 25
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period 34 ( 73 ) ( 212 )
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period 1,133 1,206 1,418
Cash and cash equivalents and restricted cash and cash equivalents at end of period $ 1,167 $ 1,133 $ 1,206
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle $ 541 $ 511 $ 469
Non-vehicle 463 287 252
Income taxes, net of refunds (1)
80 53 33
Operating lease liabilities 655 589 547
Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives $ 230 $ ( 19 ) $ 171
Sales of revenue earning vehicles included in vehicle receivables 269 209 191
Purchases of non-vehicle capital assets included in accounts payable 13 3 16
Revenue earning vehicles and non-vehicle capital assets acquired through finance leases 65 57 69
Operating lease right-of-use assets obtained in exchange for lease liabilities 578 367 721
(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.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
December 31, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 565 $ 591
Restricted cash and cash equivalents:
Vehicle 317 258
Non-vehicle 285 283
Total restricted cash and cash equivalents 602 541
Total cash and cash equivalents and restricted cash and cash equivalents 1,167 1,132
Receivables:
Vehicle 381 389
Non-vehicle, net of allowance of $ 91 and $ 58 , respectively
729 816
Total receivables, net 1,110 1,205
Prepaid expenses and other assets 779 894
Revenue earning vehicles:
Vehicles 14,039 12,714
Less: accumulated depreciation ( 1,513 ) ( 751 )
Total revenue earning vehicles, net 12,526 11,963
Property and equipment, net 566 623
Operating lease right-of-use assets 2,257 2,088
Intangible assets, net 2,858 2,852
Goodwill 1,045 1,044
Total assets (1)
$ 22,308 $ 21,801
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable:
Vehicle $ 342 $ 161
Non-vehicle 517 481
Total accounts payable 859 642
Accrued liabilities 1,231 1,174
Accrued taxes, net 131 158
Debt:
Vehicle 11,629 11,231
Non-vehicle 5,425 5,104
Total debt 17,054 16,335
Operating lease liabilities 2,275 2,073
Self-insured liabilities 648 617
Deferred income taxes, net 353 476
Total liabilities (1)
22,551 21,475
Commitments and contingencies
Stockholder's equity:
Common stock, $ 0.01 par value, 3,000 shares authorized and 100 shares issued and outstanding
— —
Additional paid-in capital 4,648 4,598
Retained earnings (Accumulated deficit) ( 4,659 ) ( 3,956 )
Accumulated other comprehensive income (loss) ( 232 ) ( 316 )
Total stockholder's equity (deficit) ( 243 ) 326
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. The Hertz Corporation's consolidated total liabilities as of December 31, 2025 and December 31, 2024 include total liabilities of VIEs of $ 1.3 billion and $ 1.4 billion, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Pledges Related to Vehicle Financing" in Note 7, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
Years Ended December 31,
2025 2024 2023
Revenues $ 8,504 $ 9,049 $ 9,371
Expenses:
Direct vehicle and operating 5,489 5,689 5,455
Depreciation of revenue earning vehicles and lease charges, net 1,927 3,611 2,039
Non-vehicle depreciation and amortization 117 139 149
Selling, general and administrative 957 819 962
Interest expense, net:
Vehicle 608 590 555
Non-vehicle 469 369 238
Interest expense, net 1,077 959 793
Other (income) expense, net ( 3 ) 4 12
(Gain) on sale of non-vehicle capital assets ( 144 ) — ( 162 )
Legal settlement ( 154 ) — —
Bankruptcy-related litigation reserve
24 292 —
Long-Lived Assets impairment — 1,048 —
Total expenses 9,290 12,561 9,248
Income (loss) before income taxes ( 786 ) ( 3,512 ) 123
Income tax (provision) benefit
83 375 329
Net income (loss) $ ( 703 ) $ ( 3,137 ) $ 452
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Years Ended December 31,
2025 2024 2023
Net income (loss) $ ( 703 ) $ ( 3,137 ) $ 452
Other comprehensive income (loss):
Foreign currency translation adjustments
60 ( 74 ) 49
Net gain (loss) on pension and postretirement benefit plans 26 4 ( 5 )
Reclassification from other comprehensive income (loss) to other (income) expense for amortization of actuarial net losses 3 4 4
Total other comprehensive income (loss) before income taxes 89 ( 66 ) 48
Income tax (provision) benefit related to pension and postretirement benefit plans ( 5 ) ( 1 ) ( 1 )
Income tax (provision) benefit related to reclassified amounts of net periodic costs on pension and postretirement benefit plans — ( 1 ) ( 1 )
Total other comprehensive income (loss)
84 ( 68 ) 46
Total comprehensive income (loss) $ ( 619 ) $ ( 3,205 ) $ 498
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
(In millions, except for share data)
Common Stock Shares Common Stock Amount Additional
Paid-In Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Income (Loss) Total Stockholder's Equity (Deficit)
Balance as of:
December 31, 2022 100 $ — $ 4,844 $ ( 1,271 ) $ ( 294 ) $ 3,279
Net income (loss) — — — 452 — 452
Other comprehensive income (loss) — — — — 46 46
Stock-based compensation charges — — 87 — — 87
Dividends paid to Hertz Holdings — — ( 321 ) — — ( 321 )
December 31, 2023 100 — 4,610 ( 819 ) ( 248 ) 3,543
Net income (loss) — — — ( 3,137 ) — ( 3,137 )
Other comprehensive income (loss) — — — — ( 68 ) ( 68 )
Stock-based compensation charges — — 63 — — 63
Stock-based compensation forfeitures (1)
— — ( 68 ) — — ( 68 )
Dividends paid to Hertz Holdings — — ( 7 ) — — ( 7 )
December 31, 2024 100 — 4,598 ( 3,956 ) ( 316 ) 326
Net income (loss) — — — ( 703 ) — ( 703 )
Other comprehensive income (loss) — — — — 84 84
Stock-based compensation charges — — 63 — — 63
Dividends paid to Hertz Holdings — — ( 13 ) — — ( 13 )
December 31, 2025 100 $ — $ 4,648 $ ( 4,659 ) $ ( 232 ) $ ( 243 )
(1) Represents former CEO awards forfeited in March 2024. See also Note 9, "Stock-Based Compensation."
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income (loss) $ ( 703 ) $ ( 3,137 ) $ 452
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net 2,148 3,983 2,422
Depreciation and amortization, non-vehicle 117 139 149
Amortization of deferred financing costs and debt discount (premium) 86 74 61
Non-cash PIK interest on Exchangeable Notes 21 — —
Stock-based compensation charges 63 63 87
Stock-based compensation forfeitures — ( 68 ) —
Provision for receivables allowance 127 120 93
Deferred income taxes, net ( 132 ) ( 459 ) ( 380 )
Long-Lived Assets impairment — 1,048 —
(Gain) loss on sale of non-vehicle capital assets ( 144 ) — ( 162 )
Changes in financial instruments ( 37 ) 7 117
Other 7 ( 27 ) 5
Changes in assets and liabilities:
Non-vehicle receivables ( 11 ) 23 ( 216 )
Prepaid expenses and other assets ( 10 ) 8 ( 39 )
Operating lease right-of-use assets 437 386 365
Non-vehicle accounts payable 12 ( 14 ) ( 48 )
Accrued liabilities 63 324 ( 39 )
Accrued taxes, net ( 35 ) 21 1
Operating lease liabilities ( 403 ) ( 417 ) ( 391 )
Self-insured liabilities 22 152 ( 6 )
Net cash provided by (used in) operating activities 1,628 2,226 2,471
Cash flows from investing activities:
Revenue earning vehicles expenditures ( 10,183 ) ( 10,524 ) ( 9,514 )
Proceeds from disposal of revenue earning vehicles 8,086 7,678 5,498
Non-vehicle capital asset expenditures ( 97 ) ( 105 ) ( 188 )
Proceeds from disposal of non-vehicle capital assets 200 23 181
Return of (investment in) equity investments ( 1 ) ( 1 ) ( 1 )
Net cash provided by (used in) investing activities ( 1,995 ) ( 2,929 ) ( 4,024 )
Cash flows from financing activities:
Proceeds from issuance of vehicle debt 5,931 3,873 6,043
Repayments of vehicle debt ( 5,761 ) ( 4,827 ) ( 4,837 )
Proceeds from issuance of non-vehicle debt 2,501 4,646 2,490
Repayments of non-vehicle debt ( 2,168 ) ( 2,966 ) ( 2,018 )
Payment of financing costs ( 82 ) ( 64 ) ( 41 )
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
Years Ended December 31,
2025 2024 2023
Purchase of Capped Call Transactions 2030, net
( 38 ) — —
Dividends paid to Hertz Holdings ( 13 ) ( 7 ) ( 321 )
Net cash provided by (used in) financing activities 370 655 1,316
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents 32 ( 26 ) 25
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
Cash and cash equivalents and restricted cash and cash equivalents at end of period $ 1,167 $ 1,132 $ 1,206
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle $ 541 $ 511 $ 469
Non-vehicle 463 287 252
Income taxes, net of refunds (1)
80 53 33
Operating lease liabilities 655 589 547
Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives $ 230 $ ( 19 ) $ 171
Sales of revenue earning vehicles included in vehicle receivables 269 209 191
Purchases of non-vehicle capital assets included in accounts payable 13 3 16
Revenue earning vehicles and non-vehicle capital assets acquired through finance leases 65 57 69
Operating lease right-of-use assets obtained in exchange for lease liabilities 578 367 721
(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.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1— Background
Hertz Global Holdings, Inc. was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns The Hertz Corporation, Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918. Hertz operates its vehicle rental business globally primarily through the Hertz, Dollar and Thrifty brands from company-operated and franchisee locations in the U.S., Europe, Africa, Asia, Australia, Canada, the Caribbean, Latin America, the Middle East and New Zealand. The Company also sells vehicles through Hertz Car Sales.
Note 2— Significant Accounting Policies
Accounting Principles
The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP.
Principles of Consolidation
The consolidated financial statements of Hertz Global include the accounts of Hertz Global, its wholly owned and majority owned U.S. and international subsidiaries, and its VIEs, as applicable. The consolidated financial statements of Hertz include the accounts of Hertz, its wholly owned and majority owned U.S. and international subsidiaries, and its VIEs, as applicable. The Company consolidates a VIE when it is deemed the primary beneficiary of the VIE. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates and Assumptions
The use of estimates and assumptions as determined by management is required in the preparation of the consolidated financial statements in conformity with U.S. GAAP. These estimates are based on management’s evaluation of historical trends and other information available when the consolidated financial statements are prepared and may affect the amounts reported and related footnote disclosures. Actual results could differ from those estimates.
Significant estimates inherent in the preparation of the consolidated financial statements include depreciation of revenue earning vehicles, accounting for income taxes and related uncertain tax positions, self-insured liabilities and useful lives and impairment of long-lived tangible and indefinite-lived intangible assets including goodwill. Other estimates inherent in the preparation of the consolidated financial statements include reserves for litigation and other contingencies, pension costs and the valuation of stock-based compensation, among others.
Revenue Earning Vehicles
Revenue earning vehicles are stated at cost, net of related discounts and incentives from manufacturers. 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). The planned holding period of the Company's revenue earning vehicles as of December 31, 2025, typically averaged 27 months; 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. Depreciation is recorded over the estimated holding period. 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. Gains and losses on the sale of vehicles,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Income Taxes
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. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations.
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in the related tax liability line in the accompany consolidated balance sheets.
The Company has elected to record tax on global intangible low-tax income (“GILTI”) on a current basis. GILTI is a U.S. tax on certain earnings of foreign subsidiaries that are subject to foreign tax below a certain threshold.
Self-insured Liabilities
Self-insured liabilities in the accompanying consolidated balance sheets primarily include public liability, property damage and liability insurance supplement. These represent an estimate for both reported accident claims not yet paid, and claims incurred but not yet reported and are recorded on an undiscounted basis. Reserve requirements are based on actuarially determined estimates using historical claims experience. The adequacy of the liability is monitored quarterly based on evolving accident claim history. 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.
Recoverability of Goodwill and Indefinite-lived Intangible Assets
The Company tests the recoverability of its goodwill and indefinite-lived intangible assets by performing an impairment analysis on an annual basis, as of October 1, and at interim periods when circumstances require as a result of a triggering event.
A goodwill impairment charge is calculated as the amount by which a reporting unit's carrying amount exceeds its fair value. For goodwill, fair value is determined using an income approach based on the discounted cash flows of each reporting unit. A reporting unit is an operating segment or a business one level below that operating segment
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(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. The Company has identified two reporting units (operating segments): Americas RAC and International RAC. The fair values of the reporting units are estimated using the net present value of discounted cash flows generated by each reporting unit and incorporate various assumptions related to discount rates, growth rates, cash flow projections, tax rates and terminal value rates specific to the reporting unit to which they are applied. Discount rates are determined based on the reporting unit's WACC. The Company’s discounted cash flow projections are based upon reasonable and appropriate assumptions about the underlying business activities of the Company’s reporting units.
In the impairment analysis for an indefinite-lived intangible asset, the Company compares the carrying value of the asset to its estimated fair value and recognizes an impairment charge whenever the carrying amount of the asset exceeds its estimated fair value. The estimated fair value for a tradename utilizes a relief-from-royalty income approach, which includes the Company’s revenue projections for each asset, along with assumptions for royalty rates, tax rates and WACC.
Revenue Recognition
The Company recognizes two types of revenue: (i) lease revenue; and (ii) revenue from contracts with customers.
The Company reports revenues for taxes or non-concession fees collected from customers on behalf of governmental authorities on a net basis.
Vehicle Rental and Rental Related Revenues
The Company recognizes revenue from its vehicle rental operations when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction price is fixed or determinable and collection is reasonably assured. Performance obligations associated with vehicle rental transactions are satisfied over the rental period, except for the portion associated with loyalty points, as further described below. Rental periods are short term in nature. Performance obligations associated with rental related activities, such as charges to the customer for the fueling and electric charging of vehicles and value-added services such as loss damage waivers, insurance products, navigation units, supplemental equipment and other consumables, are also satisfied over the rental period. Revenue from amounts that are charged to the customer, such as gasoline, vehicle licensing and airport concession fees, is recorded on a gross basis with a corresponding charge to direct vehicle and operating expense. The Company recognizes revenue related to collections from customers for vehicle damages. Sales commissions paid to third parties are generally expensed when incurred due to the short-term nature of the related transaction on which the commission was earned and are recorded within DOE. 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.
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. 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”). Breakage is reviewed on a quarterly basis and includes significant assumptions such as historical breakage trends and internal Company forecasts.
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. Some of the commercial contracts contain provisions which allow for rebates to the entity based on achieving a
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Licensee Revenue
The Company has franchise agreements which allow an independent entity to rent their vehicles under the Company’s brands, primarily Hertz, Dollar or Thrifty, for a franchise fee. Franchise fees are earned over time for the duration of the franchise agreement and are typically based on the larger of a minimum payment or an amount representing a percentage of net sales of the franchised business. Franchise fees that relate to a future contract term, such as initial fees or renewal fees, are deferred and recognized over the term of the franchise agreement.
Ancillary Retail Vehicle Sales Revenue
Ancillary retail vehicle sales represent revenues generated from the sale of warranty contracts, financing and title fees, and other ancillary services associated with vehicles disposed of at the Company’s retail outlets. These revenues are recorded at the point in time when the Company sells the product or provides the service to the customer. These revenues exclude the sale price of the vehicle, which is a component of the gain or loss on the disposition and is included in depreciation of revenue earning vehicles and lease charges, net in the accompanying consolidated statements of operations.
Contract Balances
The Company recognizes receivables and liabilities resulting from its contracts with customers. Contract receivables primarily consist of receivables from customers for vehicle rentals. Contract liabilities primarily consist of obligations to customers for prepaid vehicle rentals and related to the Company’s points-based loyalty programs.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three months or less. The Company's cash and cash equivalents are invested in various investment grade institutional money market funds, and bank money market and interest-bearing accounts.
Restricted cash and cash equivalents include cash and cash equivalents that are not readily available for use in the Company's operating activities. Restricted cash and cash equivalents are primarily comprised of proceeds from the disposition of vehicles pledged under the terms of vehicle debt financing arrangements and are restricted for the purchase of revenue earning vehicles and other specified uses under the vehicle debt facilities, cash utilized as credit enhancement under those arrangements, proceeds from the Term C Loan which are utilized to collateralize letters of credit, and certain cash accounts supporting regulatory reserve requirements related to the Company's self-insurance. These funds are primarily held in demand deposit and money market accounts or in highly rated money market funds with investments primarily in government and corporate obligations.
Deposits held at financial institutions may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company limits exposure relating to financial instruments by diversifying the financial instruments among various counterparties, which consist of major financial institutions.
Receivables, Net of Allowance
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. 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. Actual receivables are written-off against the allowance for doubtful accounts when the Company determines the balance will not be collected. Estimates for future credit
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
memos are based on historical experience and are reflected as reductions to revenue in the accompanying consolidated statements of operations.
Property and Equipment, Net
The Company's property and equipment, net consisted of the following:
(In millions) December 31, 2025 December 31, 2024
Land, buildings and leasehold improvements $ 895 $ 905
Service vehicles, equipment and furniture and fixtures 422 450
Less: accumulated depreciation ( 751 ) ( 732 )
Total property and equipment, net $ 566 $ 623
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:
Buildings Maximum 40 years
Furniture and fixtures 1 to 5 years
Service vehicles and equipment 1 to 25 years
Leasehold improvements The lesser of the economic life or the lease term
Depreciation expense for property and equipment, net for the years ended December 31, 2025, 2024 and 2023 was $ 95 million, $ 115 million and $ 101 million, respectively.
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.
Long-lived Assets
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 . 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. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. 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. 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
Finite-lived intangible assets include concession agreements, technology, customer relationships and other intangibles. Intangible assets with finite lives, including technology-related intangibles, are amortized using the straight-line method over the estimated economic lives of the assets, which range from two to fifteen years . Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.
Stock-Based Compensation
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. That cost is to be recognized over the period during which the
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employee is required to provide service in exchange for the award. Forfeitures are accounted for when they occur. 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. For RSUs the expense is based on the grant-date fair value of the stock and the number of shares that vest, recognized over the service period. For any PSUs and performance share awards ("PSAs") granted, the expense is based on the grant-date fair value of the stock, recognized over a service period depending upon the applicable performance condition. For any PSUs and PSAs, the Company re-assesses the probability of achieving the applicable performance condition quarterly and adjusts the recognition of expense accordingly. The Company includes the excess tax benefit within income tax expense in the accompanying consolidated statements of operations when realized.
Fair Value Measurements
U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the "exit price"). Fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability, including consideration of nonperformance risk.
The Company assesses the inputs used to measure fair value using the three-tier hierarchy promulgated under U.S. GAAP. This hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market.
Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable.
Level 2: Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date and include management's judgment about assumptions market participants would use in pricing the asset or liability.
Financial Instruments
The Company is exposed to a variety of market risks, including the effects of changes in interest rates, gasoline and diesel fuel prices and foreign currency exchange rates. The Company manages exposure to these market risks through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, financial instruments are entered into with a diversified group of major financial institutions in order to manage the Company's exposure to counterparty nonperformance on such instruments. The Company measures all financial instruments at their fair value and does not offset the derivative assets and liabilities in its accompanying consolidated balance sheets. As the Company does not have financial instruments that are designated and qualify as hedging instruments, the changes in their fair value are recognized currently in the Company's operating results.
Foreign Currency Translation and Transactions
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; income and expenses are translated at the average
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exchange rates throughout the year. The related translation adjustments are reflected in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. 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
Advertising production costs are deferred and expensed when the advertising first takes place. Advertising communication costs are expensed as incurred. Advertising costs are reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations and for the years ended December 31, 2025, 2024 and 2023 were $ 230 million, $ 264 million and $ 285 million, respectively.
Divestitures
The Company classifies long-lived assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and the sale is probable and expected to be completed within one year. The Company initially measures assets and liabilities held for sale at the lower of their carrying value or fair value less costs to sell and assesses their fair value quarterly until disposed. When the divestiture represents a strategic shift that has (or will have) a major effect on the Company's operations and financial results, the disposal is presented as a discontinued operation.
Recently Issued Accounting Pronouncements
Adopted as of December 31, 2025
Improvements to Income Tax Disclosures ("ASU 2023-09")
In December 2023, the FASB issued guidance to enhance income tax disclosures related to, among other items, rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, where early adoption was permitted. 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
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued guidance to enhance disclosures related to, among other items, specified information about certain costs and expenses for commonly presented expense captions included in the financial statements. The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 using either a prospective or retrospective transition method. Early adoption is permitted. The Company expects to adopt the guidance when it becomes effective. 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.
Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued guidance to modernize the accounting for internal-use software costs. 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: (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. 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.
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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. The Company expects to adopt the guidance when it becomes effective using a prospective application. 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.
Note 3— Divestitures
Sale-Leasebacks of Non-Vehicle Capital Assets
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. 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. 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. The Company accounted for the buildings portion of the sales proceeds as financial liabilities, as the criteria for a sale were not met. 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.
In July 2025, the Company sold and leased back certain real estate associated with two operating sites in its Americas RAC segment. 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. 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.
In December 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment. 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. The sale qualified for sale-leaseback accounting, in which the leaseback was classified as an operating lease with a term of 19 years.
In 2023, the Company sold and leased back its Los Angeles, California airport location in its Americas RAC segment. The transaction qualified for sale-leaseback accounting. 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. The leaseback is classified as an operating lease with a term of 36 months.
Sale of Non-Vehicle Capital Assets
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. 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
During the third quarter of 2024, at the conclusion of the Company’s historical peak rental season, there was a reduction in the cash flow projections in the Americas RAC and International RAC segments, indicating that the carrying values of their long-lived assets may not be recoverable. 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. Operating cash flow projections also deteriorated from delayed
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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.
Effective August 31, 2024, the Long-Lived Assets were written down to their estimated fair values. The fair value for revenue earning vehicles was determined using a market approach utilizing prices for similar assets in active markets. Fair value for ROU assets was determined using a discounted cash flow income approach considering estimated market rent. The fair value for property and equipment was determined using a market approach, where available, and where not available, a cost approach utilizing estimated replacement cost. This resulted in recognizing impairment charges of $ 923 million and $ 125 million against the Company's revenue earning vehicles and ROU assets, respectively. No impairment was recognized for property and equipment assets. 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.
Note 5— Revenue Earning Vehicles
The components of revenue earning vehicles, net are as follows:
December 31,
(In millions) 2025 2024
Revenue earning vehicles $ 13,848 $ 12,424
Less accumulated depreciation ( 1,513 ) ( 751 )
12,335 11,673
Revenue earning vehicles held for sale, net (1)
191 290
Revenue earning vehicles, net (2)
$ 12,526 $ 11,963
(1) Represents the carrying amount of non-program vehicles classified as held for sale as of the respective balance sheet date.
(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.
Depreciation of revenue earning vehicles and lease charges, net includes the following:
Years ended December 31,
(In millions) 2025 2024 2023
Depreciation of revenue earning vehicles $ 1,771 $ 2,896 $ 1,853
(Gain) loss on disposal of revenue earning vehicles (1)(2)
64 673 157
Rents paid for vehicles leased 92 42 29
Depreciation of revenue earning vehicles and lease charges, net $ 1,927 $ 3,611 $ 2,039
(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.
Electric Vehicles Held for Sale
In December 2023, the Company identified a group of EVs in the Americas RAC segment (the "First EV Disposal Group") that it desired to sell. 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. As of December 31, 2024, the sale of the EV Disposal Groups was substantially complete. 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
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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.
Note 6— Goodwill and Intangible Assets, Net
Recoverability of Goodwill and Indefinite-lived Intangible Assets
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. 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. 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. GAAP fair value hierarchy. In performing the impairment analyses, the weighted-average cost of capital used in the discounted cash flow model was calculated based upon the fair value of the Company's debt and share price with a debt-to-equity ratio comparable to the vehicle rental car industry. This present value model requires management to estimate future cash flows and forecasted EBITDA margins and capital investments of each reporting unit. The assumptions the Company used to estimate future cash flows and EBITDA margins are consistent with the assumptions that the reporting units use for internal planning purposes, which the Company believes would be generally consistent with that of a market participant. The discount rate used for each reporting unit ranged from 12.0 % to 12.5 %. Each of the Company's reporting units had a fair value that exceeded its respective carrying value, the lowest of which was greater than 25 %.
The Company performed the intangible impairment analyses for indefinite-lived intangible assets using the relief-from-royalty income approach, a measurement using Level 3 inputs under the U.S. GAAP fair value hierarchy. The Company considered consistent factors as described above related to goodwill in addition to royalty rates. The assumptions the Company uses to estimate royalty rates are consistent with the assumptions that the reporting units use for internal planning purposes, which the Company believes would be generally consistent with that of a market participant. The discount rate used for each indefinite-lived intangible ranged from 12.0 % to 13.0 %. 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. The Company will continue to closely monitor actual results versus its expectations and the resulting impact to its assumptions about future estimated cash flows and the weighted average cost of capital. 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.
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Goodwill
The following summarizes the changes in the Company's goodwill by segment:
(In millions) Americas RAC segment International RAC segment Total
Balance as of January 1, 2025
Goodwill $ 1,028 $ 236 $ 1,264
Accumulated impairment losses
— ( 220 ) ( 220 )
1,028 16 1,044
Goodwill disposal and other changes during the period (1)
1 — 1
Balance as of December 31, 2025
Goodwill 1,029 236 1,265
Accumulated impairment losses — ( 220 ) ( 220 )
$ 1,029 $ 16 $ 1,045
(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
Balance as of January 1, 2024
Goodwill $ 1,028 $ 236 $ 1,264
Accumulated impairment losses
— ( 220 ) ( 220 )
1,028 16 1,044
Goodwill disposal and other changes during the period — — —
Balance as of December 31, 2024
Goodwill 1,028 236 1,264
Accumulated impairment losses — ( 220 ) ( 220 )
$ 1,028 $ 16 $ 1,044
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Intangible Assets, Net
Intangible assets, net, consists of the following major classes:
December 31, 2025
(In millions) Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Value
Amortizable intangible assets:
Customer-related $ 269 $ ( 269 ) $ —
Concession rights 402 ( 402 ) —
Technology-related intangibles 244 ( 204 ) 40
Other (1)
33 ( 33 ) —
Total 948 ( 908 ) 40
Indefinite-lived intangible assets:
Tradenames (2)
2,794 — 2,794
Other (3)
24 — 24
Total 2,818 — 2,818
Total intangible assets, net $ 3,766 $ ( 908 ) $ 2,858
December 31, 2024
(In millions) Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Value
Amortizable intangible assets:
Customer-related $ 269 $ ( 269 ) $ —
Concession rights 407 ( 407 ) —
Technology-related intangibles 236 ( 202 ) 34
Other (1)
36 ( 35 ) 1
Total 948 ( 913 ) 35
Indefinite-lived intangible assets:
Tradenames (2)
2,794 — 2,794
Other (3)
23 — 23
Total 2,817 — 2,817
Total intangible assets, net $ 3,765 $ ( 913 ) $ 2,852
(1) Other amortizable intangible assets primarily include reacquired franchise rights.
(2) As of December 31, 2025 and 2024, $ 2.2 billion was recorded in the Company's Americas RAC segment and $ 600 million in the Company's International RAC segment.
(3) Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.
Years Ended December 31,
(In millions) 2025 2024 2023
Amortization of intangible assets $ 22 $ 25 $ 48
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The following table summarizes the Company's expected amortization expense based on its amortizable intangible assets as of December 31, 2025:
(In millions)
2026 $ 14
2027 10
2028 6
2029 2
2030 2
After 2030 6
Total expected amortization expense 40
Note 7— Debt
The Company's debt, including its available credit facilities, consists of the following ($ in millions) as of December 31, 2025 and 2024:
Facility Weighted-Average Interest Rate as of December 31, 2025
Fixed or
Floating
Interest
Rate Maturity December 31,
2025 December 31,
2024
Non-Vehicle Debt
First Lien RCF (1)
8.28 % Floating 3/2028 $ 395 $ 175
Term B Loan 7.52 % Floating 6/2028 1,242 1,255
Incremental Term B Loan 7.66 % Floating 6/2028 490 495
Term C Loan 7.52 % Floating 6/2028 245 245
First Lien Senior Notes 12.63 % Fixed 7/2029 1,250 1,250
Exchangeable Notes Due 2029 (2)
8.00 % Fixed 7/2029 271 250
Exchangeable Notes Due 2030 (3)
5.50 % Fixed 10/2030 425 —
Senior Notes Due 2026 (4)
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)
9.02 % Fixed 6/2065 6 —
Fair Value of the Exchange Features 2029 (7)
N/A N/A N/A 78 61
Fair Value of the Exchange Features 2030 (8)
N/A N/A N/A 54 —
Unamortized Debt Issuance Costs (9) and Net (Discount) Premium (10)(11)
( 231 ) ( 127 )
Total Non-Vehicle Debt 5,425 5,104
Vehicle Debt
HVF III U.S. ABS Program
HVF III U.S. Vehicle Variable Funding Notes
HVF III Series 2021-A Class A (12)
5.48 % Floating 5/2027 1,237 2,162
HVF III Series 2021-A Class B (12)
9.28 % Fixed 8/2027 300 188
1,537 2,350
HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2021-2 (12)
2.12 % Fixed 12/2026 2,000 2,000
HVF III Series 2022-1 (12)
N/A N/A N/A — 750
HVF III Series 2022-2 (12)
2.78 % Fixed 6/2027 750 750
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Facility Weighted-Average Interest Rate as of December 31, 2025
Fixed or
Floating
Interest
Rate Maturity December 31,
2025 December 31,
2024
HVF III Series 2022-4 (12)
N/A N/A N/A — 667
HVF III Series 2022-5 (12)
4.39 % Fixed 9/2027 364 364
HVF III Series 2023-1 (12)
6.17 % Fixed 6/2026 500 500
HVF III Series 2023-2 (12)
6.30 % Fixed 9/2028 300 300
HVF III Series 2023-3 (12)
6.46 % Fixed 2/2027 500 500
HVF III Series 2023-4 (12)
6.66 % Fixed 3/2029 500 500
HVF III Series 2024-1 (12)
5.98 % Fixed 1/2028 375 375
HVF III Series 2024-2 (12)
6.03 % Fixed 1/2030 375 375
HVF III Series 2025-1 (12)
5.36 % Fixed 9/2028 500 —
HVF III Series 2025-2 (12)
5.61 % Fixed 9/2030 500 —
HVF III Series 2025-3 (12)
5.54 % Fixed 12/2028 375 —
HVF III Series 2025-4 (12)
5.92 % Fixed 12/2030 310 —
HVF III Series 2025-5 (12)
5.01 % Fixed 5/2029 450 —
HVF III Series 2025-6 (12)
5.31 % Fixed 5/2031 550 —
8,349 7,081
Vehicle Debt - Other
European ABS (12)
4.48 % Floating 4/2027 965 1,037
Hertz Canadian Securitization (12)
4.11 % Floating 4/2027 307 292
Australian Securitization (12)
5.20 % Floating 6/2027 228 207
New Zealand RCF 5.49 % Floating 8/2027 64 63
U.K. Financing Facility N/A N/A N/A — 153
U.K. ABS 5.79 % Floating 3/2028 109 —
Other Vehicle Debt (13)
6.26 % Floating 1/2026 - 7/2028 120 97
1,793 1,849
Unamortized Debt Issuance Costs and Net (Discount) Premium ( 50 ) ( 49 )
Total Vehicle Debt 11,629 11,231
Total Debt $ 17,054 $ 16,335
N/A - Not applicable
(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. The Hertz Corporation, et. al., as further disclosed in Note 15, "Contingencies and Off-Balance Sheet Commitments," which was funded through borrowings under the First Lien RCF.
(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.
(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.
(4) In December 2025, Hertz redeemed $ 300 million aggregate amount of the principal outstanding.
(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."
(6) Reflects the effective interest rate of other non-vehicle debt.
(7) Reflects the fair value of the Exchange Features 2029, as defined and disclosed in Note 13, "Fair Value Measurements."
(8) Reflects the fair value of the Exchange Feature 2030, as disclosed in Note 13, "Fair Value Measurements."
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(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.
(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.
(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. The legal final maturity date is the date on which the outstanding principal of the relevant indebtedness is legally due and payable in full.
(13) Other vehicle debt is primarily comprised of $ 105 million and $ 94 million in finance lease obligations as of December 31, 2025 and 2024, respectively.
Non-Vehicle Debt
First Lien Credit Agreement / First Lien RCF
First Lien RCF: As of December 31, 2025, ABR Loans and Canadian Prime Rate Loans, as defined under the First Lien Credit Agreement, bear interest at the relevant benchmark rate plus an applicable margin of 2.50 %. In addition, the pricing for U.S. dollar, Eurodollar, Sterling and Canadian dollar loans are equal to a local currency benchmark plus a margin of 3.50 %. The above referenced margins are dependent upon Hertz's consolidated total corporate leverage ratio, as defined in the First Lien Credit Agreement. The First Lien RCF matures in March 2028.
On April 1 2025, Amendment No. 8 expired. Amendment No. 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. 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. Upon expiration of Amendment No. 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.
In May 2025, Hertz entered into Amendment No. 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. 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. 10.
Amendment No. 10 also contains a minimum liquidity covenant, consistent with that of Amendment No. 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. Amendment No. 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. 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).
Exchangeable Notes Due 2029
In June 2024, Hertz issued $ 250 million in aggregate principal amount of the Exchangeable Notes Due 2029. 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. In connection with the Semi-annual PIK Event in the first and third
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quarters of 2025, the Company increased the principal amount of the Exchangeable Notes Due 2029 by $ 11 million and $ 10 million, respectively.
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. 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. 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.
Prior to April 15, 2029, the Exchangeable Notes Due 2029 will be exchangeable only upon satisfaction of certain conditions and during certain periods. 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. 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.
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. 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.
The net carrying amount of the Exchangeable Notes Due 2029 consists of the following:
(In millions) December 31, 2025 December 31, 2024
Principal $ 250 $ 250
Non-cash PIK interest 21 —
Unamortized debt discounts and issuance costs (1)
( 12 ) ( 13 )
Unamortized discounts associated with the Exchange Features 2029 (2)
( 67 ) ( 65 )
Fair value of the Exchange Features 2029 (3)
78 61
Net carrying amount $ 270 $ 233
(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.
(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.
(3) As defined and further disclosed in Note 13, "Fair Value Measurements."
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Interest expense recognized for the Exchangeable Notes Due 2029 consists of the following:
Year ended December 31,
(In millions) 2025 2024 2023
Non-cash PIK interest $ 21 $ 10 $ —
Amortization of debt discount and debt issuance costs 2 1 —
Accretive interest 9 3 —
(Gain) loss on fair value of the Exchange Features 2029 (1)
6 ( 7 ) —
Total $ 38 $ 7 $ —
(1) As defined and further disclosed in Note 13, "Fair Value Measurements."
Exchangeable Notes Due 2030
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. subsidiaries that are guarantors under the First Lien Credit Agreement. 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. 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.
Prior to July 1, 2030, the Exchangeable Notes Due 2030 will be exchangeable only upon satisfaction of certain conditions and during certain periods. 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. 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.
Hertz may not redeem the Exchangeable Notes Due 2030 prior to October 6, 2028. 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. 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.
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. 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. Refer to Note 13, "Fair Value Measurements," for further details.
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The net carrying amount of the Exchangeable Notes Due 2030 consists of the following:
(In millions) December 31, 2025 December 31, 2024
Principal $ 425 $ —
Unamortized debt issuance costs (1)
( 20 ) —
Unamortized discounts associated with the Exchange Feature 2030 (2)
( 99 ) —
Fair value of the Exchange Feature 2030 (3)
54 —
Net carrying amount $ 360 $ —
(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.
(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.
(3) As further disclosed in Note 13, "Fair Value Measurements."
Interest expense recognized for the Exchangeable Notes Due 2030 consists of the following:
Year ended December 31,
(In millions) 2025 2024 2023
Contractual interest expense $ 6 $ — $ —
Amortization of debt issuance costs 1 — —
Accretive interest 4 — —
(Gain) loss on fair value of Exchange Feature 2030 (1)
( 49 ) — —
Total $ ( 38 ) $ — $ —
(1) As further disclosed in Note 13, "Fair Value Measurements."
Vehicle Debt
HVF III U.S. ABS Program
In June 2021, Hertz established the HVF III securitization platform (the "HVF III U.S. ABS Program") to facilitate its financing activities relating to vehicles used by Hertz in the U.S. vehicle rental operations. HVF III is the issuer of variable funding notes and medium-term notes under the HVF III U.S. ABS Program. HVF III entered into a base indenture that permits it to issue term and variable funding rental car asset-backed securities, secured by a collateral pool consisting primarily of the rental vehicles used in the Company's U.S. vehicle rental operations and the related incentive and repurchase program vehicle receivables. Within each series of HVF III U.S. Vehicle Medium Term Notes, the issued notes are subordinated based on class.
From time to time, Hertz or any of its subsidiaries (all affiliates of HVF III), at their discretion, may purchase and retain any part or portion of an issued notes’ series or class within a series under the HVF III U.S. ABS Program depending on market conditions and other factors at the time of issuance. In addition, any retained notes issued under the HVF III U.S. ABS Program may be sold to third parties at a subsequent date or may be sold and repurchased under the Repurchase Facilities, as disclosed below, in each case, depending on market conditions and other factors at the time.
References to the HVF III U.S. ABS Program include HVF III's U.S. Vehicle Variable Funding Notes and HVF III's U.S. Vehicle Medium Term Notes.
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HVF III U.S. Vehicle Variable Funding Notes
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. In August 2025, $ 780 million in non-extending commitments were voluntarily terminated.
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. The Class B Notes are subordinate to the Class A Notes.
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.
HVF III U.S. Vehicle Medium Term Notes ("MTNs")
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.
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.
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.
There is subordination within each of the preceding series based on class.
Vehicle Debt-Other
European ABS
The European ABS is the primary vehicle financing facility for the Company's vehicle rental operations in France, the Netherlands, Germany, Spain and Italy. 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.
In May 2025, IFF No. 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. In August 2025, € 129 million of non-extending commitments were voluntarily terminated.
In July 2025, IFF No. 2 amended the European ABS for the issuance of Class C Notes in an aggregate principal amount of € 100 million. The Class C Notes can be drawn and repaid on a revolving basis and have a maturity date of April 2027. 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").
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In May 2025, the Hertz Canadian Securitization was amended to extend the maturity date to April 2027.
Australian Securitization
Hertz maintains a financing through HA Fleet Pty. Limited, an indirect wholly owned subsidiary of Hertz, for the purpose of financing its rental car fleet operations in Australia (the "Australian Securitization"). HA Fleet Pty. Limited serves as the issuer under the Australian Securitization. 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.
In June 2025, the Australian Securitization was amended to extend the maturity date to June 2027.
New Zealand RCF
Hertz maintains a financing through Hertz New Zealand Holdings Limited ("Hertz New Zealand"), an indirect wholly owned subsidiary of Hertz, for the purpose of financing its rental car fleet operations in New Zealand. 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”).
In August 2025, the New Zealand RCF was amended to extend the maturity date to August 2027.
U.K. ABS
The U.K. 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. 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.
In December 2024, HFF entered into the U.K. ABS. Upon entrance, the U.K. ABS was not funded. During the first quarter of 2025, the U.K. ABS aggregate maximum borrowings were increased to £ 215 million.
In December 2025, the U.K. ABS was amended to extend the maturity date to March 2028.
Maturities
As of December 31, 2025, the nominal amounts of maturities of debt for each of the years ending December 31 are as follows:
(In millions) 2026 2027 2028 2029 2030 After 2030
Other Non-Vehicle Debt $ 284 $ 18 $ 2,270 $ 2,250 $ — $ 6
Exchangeable Notes Due 2029
— — — 271 — —
Exchangeable Notes Due 2030
— — — — 425 —
Total Non-Vehicle Debt 284 18 2,270 2,521 425 6
Vehicle Debt 2,901 4,742 1,676 938 964 458
Total $ 3,185 $ 4,760 $ 3,946 $ 3,459 $ 1,389 $ 464
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.
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Borrowing Capacity and Availability
Borrowing capacity and availability comes from the Company's revolving credit facilities, which are a combination of variable funding asset-backed securitization facilities, cash-flow based revolving credit facilities, asset-based revolving credit facilities and the First Lien RCF. Creditors under each such asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. With respect to each such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain pool of assets as the borrowing base.
The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt the Company could borrow assuming it possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility and, in the case of the First Lien RCF, less any issued standby letters of credit. 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).
The following facilities were available to the Company as of December 31, 2025 and are presented net of any outstanding letters of credit:
(In millions) Remaining
Capacity Availability Under
Borrowing Base
Limitation
Non-Vehicle Debt
First Lien RCF (1)
$ 924 $ 924
Total Non-Vehicle Debt 924 924
Vehicle Debt
HVF III Series 2021-A 1,623 —
European ABS 577 —
Hertz Canadian Securitization 40 —
Australian Securitization — —
New Zealand RCF 6 1
U.K. ABS 181 —
Other Vehicle Debt 42 —
Total Vehicle Debt 2,469 1
Total (1)
$ 3,393 $ 925
(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. The Hertz Corporation, et. 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
As of December 31, 2025, there were outstanding standby letters of credit totaling $ 995 million comprised primarily of $ 681 million issued under the First Lien RCF and $ 245 million issued under the Term C Loan. As of December 31, 2025, no capacity remained to issue additional letters of credit under the Term C Loan. Such letters of credit have been issued primarily to provide credit enhancement for the Company's asset-backed securitization facilities and to support the Company's insurance programs, as well as to support the Company's vehicle rental concessions and leaseholds. As of December 31, 2025, none of the issued letters of credit have been drawn upon.
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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. In February 2026, Hertz increased the committed amounts under its Standby LCs by approximately $ 200 million.
Pledges Related to Vehicle Financing
Substantially all of the Company's revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor of the lenders under the various credit facilities, other secured financings or asset-backed securities programs. None of the value of such assets (including the assets owned by Hertz Vehicle Financing III LLC, TCL Funding LP and each of the domestic and international subsidiaries that pledge vehicle and vehicle related assets as part of the Company's securitization programs) will be available to satisfy the claims of non-vehicle secured or unsecured creditors unless the vehicle related secured creditors under the securitization programs are paid in full.
The Company has a 25 % ownership interest in IFF No. 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. IFF No. 2 is a VIE and the Company is the primary beneficiary; therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the accompanying consolidated financial statements. As of December 31, 2025 and 2024, IFF No. 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.
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. ABS. 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 statements. 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
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. 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. Additionally, Amendment No. 10 requires a minimum liquidity covenant, consistent with Amendment No. 8, and will sunset upon the end of the Relief Period, as disclosed above. As of December 31, 2025, Hertz was in compliance with the First Lien Ratio. 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: 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
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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.
As of December 31, 2025, the Company was in compliance with all covenants under the terms of the agreements governing the respective Corporate Indebtedness.
Accrued Interest
As of December 31, 2025 and 2024, accrued interest was $ 98 million and $ 103 million, respectively, which is included in accrued liabilities in the accompanying consolidated balance sheets.
Restricted Net Assets
Hertz and certain of its subsidiaries are subject to contractual restrictions under the terms of its debt, including restrictions on the ability to pay dividends (directly or indirectly). As of December 31, 2025, the restricted net assets of the subsidiaries of Hertz and Hertz Global exceed 25 % of their total consolidated net assets, respectively.
Note 8— Employee Retirement Benefits
The Company sponsors multiple domestic and international employee retirement benefit plans where benefits are based upon years of service and compensation. The Hertz Corporation Account Balance Defined Benefit Pension Plan (the “Hertz Retirement Plan”) is the Company's U.S. cash balance plan, which was amended in 2014 to permanently discontinue future benefit accruals and participation under the plan for non-union employees. The majority of union employees have since discontinued participation in the Hertz Retirement Plan as the result of collective bargaining. Some of the Company’s international subsidiaries have defined benefit retirement plans. In certain countries, when the subsidiaries make the required funding payments, they have no further obligations under such plans. The Company also sponsors defined contribution plans for certain eligible U.S. and international employees, where contributions are matched based on specific guidelines in the plans.
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. 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.
Actual results that differ from the Company's assumptions are accumulated and amortized over future periods and, therefore, significant differences in actual experience or significant changes in assumptions would affect the Company's pension costs and obligations. The Company recognizes an asset for each over-funded plan and a liability for each underfunded plan in the consolidated balance sheets. Pension plan liabilities are revalued annually based on updated assumptions and information about the individuals covered by the plan. For pension plans, if accumulated actuarial gains and losses are in excess of a 10 percent corridor, the excess is amortized on a straight-line basis over the average remaining service period of active participants. 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.
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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.
Pension Benefits
U.S. Non-U.S.
(In millions) 2025 2024 2025 2024
Change in Benefit Obligation
Benefit obligation as of January 1 $ 349 $ 373 $ 169 $ 191
Service cost — — 1 1
Interest cost 18 18 9 8
Plan curtailments — — ( 3 ) —
Plan settlements ( 26 ) ( 28 ) — —
Benefits paid ( 4 ) ( 3 ) ( 8 ) ( 8 )
Foreign currency exchange rate translation — — 15 ( 6 )
Actuarial (gain) loss 2 ( 11 ) ( 10 ) ( 17 )
Benefit obligation as of December 31 $ 339 $ 349 $ 173 $ 169
Change in Plan Assets
Fair value of plan assets as of January 1 $ 325 $ 342 $ 126 $ 142
Actual return gain (loss) on plan assets 38 5 6 ( 9 )
Company contributions 9 9 4 3
Plan settlements ( 26 ) ( 28 ) — —
Benefits paid ( 4 ) ( 3 ) ( 8 ) ( 7 )
Foreign currency exchange rate translation — — 9 ( 3 )
Fair value of plan assets as of December 31
$ 342 $ 325 $ 137 $ 126
Funded Status of the Plan
Plan assets (less than) in excess of the benefit obligation $ 3 $ ( 24 ) $ ( 36 ) $ ( 43 )
In 2025, discount rates decreased resulting in an actuarial loss for the U.S. pension plan, partially offset by assumption changes from an experience study, a change in long-term lump sum interest rate and census experience. Discount rates increased, resulting in actuarial gains for the Non-U.S. pension plans. 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. and Non-U.S. pension plans. Additionally, changes in the mortality assumption contributed to actuarial gains for the U.K., partially offset by changes in the inflation assumption.
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Pension Benefits
U.S. Non-U.S.
($ in millions) 2025 2024 2025 2024
Amounts recognized in balance sheets:
Prepaid expenses and other assets $ 3 $ — $ 19 $ 13
Accrued liabilities — ( 24 ) ( 55 ) ( 56 )
Net asset (obligation) recognized in the balance sheets $ 3 $ ( 24 ) $ ( 36 ) $ ( 43 )
Prior service credit
$ — $ — $ ( 1 ) $ ( 1 )
Net gain (loss) ( 21 ) ( 43 ) ( 57 ) ( 63 )
Accumulated other comprehensive income (loss)
( 21 ) ( 43 ) ( 58 ) ( 64 )
Funded/(Unfunded) accrued pension 24 19 22 21
Net asset (obligation) recognized in the balance sheets $ 3 $ ( 24 ) $ ( 36 ) $ ( 43 )
Total recognized in other comprehensive loss (income) $ ( 22 ) $ ( 4 ) $ ( 7 ) $ ( 3 )
Total recognized in net periodic benefit cost and other comprehensive loss (income) $ ( 18 ) $ 2 $ ( 5 ) $ —
Accumulated Benefit Obligation as of December 31 $ 339 $ 349 $ 173 $ 169
Weighted-average assumptions as of December 31
Discount rate 5.2 % 5.6 % 5.2 % 4.9 %
Expected return on assets 6.8 % 6.4 % 5.2 % 5.1 %
Average rate of increase in compensation — % — % 2.3 % 2.2 %
Interest crediting rate 3.8 % 3.8 % N/A N/A
N/A - Not applicable
The discount rate used to determine the December 31, 2025 and 2024 benefit obligations for U.S. pension plans was based on the rate from the Mercer Pension Discount Curve-Above Mean Yield that is appropriate for the duration of the Company's plan liabilities. For its Non-U.S. plans, the discount rate reflected the market rates for an optimized subset of high-quality corporate bonds currently available with the discount rate in a country determined based on a yield curve constructed from high quality corporate bonds in that country. The rate selected from the yield curve has a duration that matches its plan.
The expected return on plan assets for each funded plan is based on expected future investment returns considering the target investment mix of plan assets.
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The table below sets forth the net periodic pension expense charged to net income (loss). The components of net periodic pension expense (benefit), other than service cost, were included in other (income) expense, net in the accompanying consolidated statements of operations.
Pension Benefits
U.S. Non-U.S.
Years Ended December 31,
($ in millions) 2025 2024 2023 2025 2024 2023
Components of Net Periodic Pension and Postretirement Expense (Benefit)
Service cost $ — $ — $ — $ 1 $ 1 $ 1
Interest cost 18 18 19 9 8 8
Expected return on plan assets
( 16 ) ( 15 ) ( 14 ) ( 7 ) ( 7 ) ( 7 )
Net amortizations — — — 2 1 1
Settlement loss 2 3 3 ( 3 ) — —
Net pension and postretirement expense (benefit)
$ 4 $ 6 $ 8 $ 2 $ 3 $ 3
Weighted-average discount rate for expense (January 1)
5.6 % 5.1 % 5.4 % 4.9 % 4.4 % 4.7 %
Weighted-average assumed long-term rate of return on assets (January 1)
6.4 % 5.8 % 6.0 % 5.1 % 5.2 % 5.2 %
Weighted-average interest crediting rate for expense
3.8 % 3.8 % 3.8 % N/A N/A N/A
N/A - Not applicable
The net of tax loss in accumulated other comprehensive income (loss) as of December 31, 2025 and 2024 relating to pension benefits of the Hertz Retirement Plan was $ 65 million and $ 89 million, respectively.
The provisions charged to net income (loss) for the years ended December 31, 2025, 2024 and 2023 for all other pension plans were approximately $ 7 million, $ 8 million and $ 6 million, respectively.
The provisions charged to net income (loss) for the years ended December 31, 2025, 2024 and 2023 for defined contribution plans were approximately $ 25 million, $ 26 million and $ 20 million, respectively.
Plan Assets
The Company has a long-term investment outlook for the assets held in the Company sponsored plans, which is consistent with the long-term nature of each plan's respective liabilities. The Company has two major plans which reside in the U.S. and the U.K.
The U.S. Plan
The Hertz Retirement Plan, the Company's U.S. qualified pension plan, has a target asset allocation mix of 55 % in investments intended to hedge the impact of capital market movements ("Immunizing Portfolio Investments"), comprised primarily of fixed income securities, and 45 % in investments intended to earn more than the pension liability growth over the long-term ("Growth Portfolio Investments"). The Growth Portfolio Investments are primarily invested in passively managed equity funds, international and emerging market funds that are actively managed and non-investment grade fixed income funds. The overall strategy and the Immunizing Portfolio Investments are managed by professional investment managers. The investments within these asset classes are diversified in order to minimize the risk of large losses. The Hertz Retirement Plan assumes a 6.8 % expected long-term annual weighted-average rate of return on assets.
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The fair value measurements of the Hertz Retirement Plan assets are based upon inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable inputs (Level 1) and significant observable inputs (Level 2) that reflect quoted prices for similar assets or liabilities in active markets. The fair value measurements of the Hertz Retirement Plan assets relate to common collective trusts and other pooled investment vehicles consisting of the following asset categories:
(In millions) December 31, 2025 December 31, 2024
Asset Category Level 1 Level 2 Measured at NAV (1)
Level 1 Level 2 Measured at NAV (1)
Cash and cash equivalents $ 28 $ — $ — $ 5 $ 23 $ —
Pooled funds (2)(3)
— 148 36 — 139 33
Fixed Income Securities:
U.S. Treasuries — 13 — — 9 —
Corporate bonds — 107 — — 108 —
Government bonds (4)
— 5 — — 4 —
Municipal bonds — 2 — — 2 —
Other assets, net (5)
3 — — 2 — —
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.
(2) Includes investments in U.S. and foreign equities and fixed income securities.
(3) The Level 2 investments relate to investment funds that publish daily NAV per unit. The daily NAV is available to participants in the funds and redemptions can be made daily at the current NAV. The fair value and units are determined and published and are the basis for current transactions. The investments are not eligible for the NAV practical expedient. 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.
(4) Includes agency bonds.
(5) Includes receivables, payables and derivatives.
The U.K. Plan
The Company's U.K. pension plan (the "U.K. 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. The actively managed diversified growth and multi-asset credit funds are intended to deliver a long-term equity-like return but with reduced levels of volatility. The protection portfolio is designed to partially hedge the interest rate and inflation expectation exposure of the liabilities which are measured on a local regulatory basis. The amount that is required to be invested in each fund to maintain target hedge ratios will vary over time as the value of the liabilities change and the allocations within the protection portfolio will be allowed to vary accordingly. All of the invested assets of the U.K. Plan are held via pooled funds managed by professional investment managers. The U.K. Plan assumes a 5.2 % expected long-term weighted-average rate of return on assets for the Plan in total.
The U.K. Plan comprises $ 131 million of the $ 137 million in fair value of Non-U.S. plan assets as of December 31, 2025 and comprises $ 120 million of the $ 126 million in fair value of Non-U.S. plan assets as of December 31, 2024. The fair value measurements of the U.K. Plan assets are based upon inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable inputs (Level 1) and significant observable inputs (Level 2) that reflect quoted prices for similar assets or liabilities in active markets. The fair value measurements of the U.K.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Plan assets relate to common collective trusts and other pooled investment vehicles consisting of the following asset categories:
(In millions) December 31, 2025 December 31, 2024
Asset Category Level 1 Level 2 Measured at NAV (1)
Level 1 Level 2 Measured at NAV (1)
Cash and cash equivalents $ 1 $ — $ — $ 1 $ — $ —
Pooled funds (2)(3)
113 — 17 103 — 16
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.
(2) Includes investments in U.K. and foreign equities and fixed income securities.
(3) The Level 1 investments relate to investment funds that publish daily NAV per unit. The daily NAV is available to participants in the funds and redemptions can be made daily at the current NAV. The fair value and units are determined and published and are the basis for current transactions. The investments are not eligible for the NAV practical expedient. 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.
Contributions
The Company's policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements. From time to time, the Company makes contributions beyond those legally required. In 2025, the Company made a $ 9 million contribution to the Hertz Retirement Plan and a $ 1 million contribution to the U.K. Plan. In 2024, the Company made a $ 9 million contribution to the Hertz Retirement Plan and a $ 2 million contribution to the U.K. Plan
The Company does no t currently anticipate contributing to the Hertz Retirement Plan during 2026. The Company anticipates contributing $ 2 million to the U.K. Plan and $ 2 million to its other Non-U.S. plans during 2026. The level of 2026 and future contributions will vary, and is dependent on a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.
Estimated Future Benefit Payments
The following table presents estimated future benefit payments related primarily to the Hertz Retirement Plan and U.K. Plan:
(In millions) Pension Benefits
2026 $ 33
2027 35
2028 38
2029 38
2030 41
2031 to 2035 212
Total estimated future benefits payments $ 397
Note 9— Stock-Based Compensation
The stock-based compensation expense associated with the Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and recorded at Hertz.
2021 Omnibus Incentive Plan
During 2021, Hertz Global's Board approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan"). Hertz Global initially authorized 62,250,055 shares of its common stock pursuant to awards granted under the 2021 Omnibus Plan. In addition, beginning on June 30, 2022, and ending on June 20, 2031 (the
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“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. 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.
A summary of the total employee compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:
Years Ended December 31,
(In millions) 2025 2024 2023
Employee compensation expense (1)
$ 60 $ ( 6 ) $ 85
Income tax (benefit) expense ( 9 ) ( 7 ) ( 8 )
Employee compensation expense, net $ 51 $ ( 13 ) $ 77
1) For the year ended December 31, 2024, includes $ 68 million of former CEO awards forfeited in March 2024.
As of December 31, 2025, there was $ 94 million of total unrecognized compensation cost expected to be recognized over the remaining 1.4 years, on a weighted average basis, of the requisite service period that began on the grant dates of outstanding awards.
The 2021 Omnibus Plan provides for the award of stock options, stock appreciation rights ("SARs"), performance stock, PSUs, performance units ("PUs"), restricted stock, RSUs, share awards and deferred stock units to eligible recipients. Under the 2021 Omnibus Plan, the Compensation Committee of the Board (the "Compensation Committee") has the authority to determine the eligible recipients to whom awards may be granted, the types of awards and their terms or conditions. The Board exercises these rights for certain executive officers.
Stock Options and SARs
The 2021 Omnibus Plan provides that stock option grants may be either incentive stock options or non-statutory stock options, however, the Company may not grant incentive stock options until such time as the plan has been approved by the Company's stockholders. Except in the case of replacement awards, stock options will have an exercise price per share that is no less than fair market value of the Company's common stock on the stock option grant date.
SARs may be granted to participants in tandem with stock options or on their own. 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. 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.
The Company accounts for stock options as equity-classified awards and recognizes compensation cost on a straight-line basis over the vesting period. The value of each stock option award is estimated on the grant date
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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.
Grants
Assumption 2021
Expected volatility 75 %
Expected dividend yield — %
Expected term (years) 6
Risk-free interest rate 1.19 %
Weighted-average grant date fair value $ 17.12
A summary of stock option activity under the 2021 Omnibus Plan as of December 31, 2025 is presented below:
Shares Weighted
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term (years) Aggregate Intrinsic
Value (In millions)
Outstanding as of January 1, 2025 (1)
1,702,418 $ 26.17 6.7 $ —
Granted — — 0.0 —
Exercised — — 0.0 —
Forfeited or Expired ( 544,148 ) 26.17 0.0 —
Outstanding as of December 31, 2025
1,158,270 26.17 5.8 —
Exercisable as of December 31, 2025
( 1,158,270 ) 26.17 5.8 —
Non-vested as of December 31, 2025
—
(1) All shares outstanding as of January 1, 2025 were vested.
Performance Stock Awards, Performance Stock Units and Performance Units
PSAs, PSUs and PUs granted under the 2021 Omnibus Plan will vest based on the achievement of predetermined performance goals over performance periods determined by the Compensation Committee or Board or upon the occurrence of certain events, as determined by the Compensation Committee or Board. PSAs are awards of common stock that are subject to forfeiture until predetermined performance conditions have been achieved. A PSU is a contractual right to receive a stated number of shares of common stock, or if provided by the Compensation Committee or Board on or after the grant date, cash equal to the fair market value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to such stated number of shares of common stock, which right is forfeitable until the achievement of predetermined performance conditions. PUs represent the right to receive a cash denominated award, payable in cash or shares of common stock or a combination thereof, and are forfeitable until the achievement of predetermined performance conditions.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of the PSU activity as of December 31, 2025 under the 2021 Omnibus Plan is presented below. As of December 31, 2025, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.
Shares Weighted-
Average
Fair Value Aggregate Intrinsic
Value (In millions)
Outstanding as of January 1, 2025
5,197,913 $ 4.67 $ 19
Granted (1)
1,366,103 4.13 —
Vested ( 109,431 ) 20.38 —
Forfeited or Expired ( 983,147 ) 5.66 —
Outstanding as of December 31, 2025
5,471,438 4.04 28
(1) Presented assuming the issuance at the original target award amount ( 100 %).
Compensation expense for PSUs is based on the grant date fair value of Hertz Global common stock. 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. 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.
Grants
Assumption April 2024 June 2024 July 2024
Expected volatility 60 % 65 % 70 %
Expected dividend yield — % — % — %
Expected term (years) 5 5 5
Risk-free interest rate 4.34 % 4.30 % 4.17 %
Weighted-average grant date fair value $ 5.92 $ 1.71 $ 2.51
Restricted Stock and Restricted Stock Units
Restricted stock and RSUs granted under the 2021 Omnibus Plan vest based on a minimum period of service or the occurrence of events specified by the Compensation Committee or Board. Restricted stock and RSUs are subject to forfeiture until vested. Compensation expense for RSUs is based on the grant date fair value, and is recognized ratably over the vesting period. RSU grants issued in 2024 vest ratably over a period of primarily three years .
A summary of RSU activity as of and for the year ended December 31, 2025 under the 2021 Omnibus Plan is presented below:
Shares Weighted-
Average
Fair Value Aggregate Intrinsic
Value (In millions)
Outstanding as of January 1, 2025
21,110,387 $ 5.92 $ 77
Granted 15,789,006 4.45 —
Vested ( 6,888,090 ) 6.43 —
Forfeited or Expired ( 3,994,025 ) 5.50 —
Outstanding as of December 31, 2025
26,017,278 4.96 134
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Additional information pertaining to RSU activity under the 2021 Omnibus Plan is as follows:
Years Ended December 31,
2025 2024 2023
Total fair value of awards that vested (in millions) $ 44 $ 31 $ 27
Weighted-average grant-date fair value of awards granted $ 4.45 $ 5.09 $ 13.87
Deferred Stock Units
Each deferred stock unit granted under the 2021 Omnibus Plan represents a contractual right to receive a stated number of shares of common stock of the Company or if provided by the Compensation Committee or Board in accordance with the 2021 Omnibus Plan on or after the grant date, cash equal to the fair value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to such stated number of shares of common stock, on a specified future date. As of December 31, 2025 and 2024, there were approximately 376,000 and 234,000 outstanding shares, respectively, of deferred stock units under the 2021 Omnibus Plan.
Note 10— Leases
The Company enters into certain agreements as a lessor under which it rents vehicles to customers. The Company enters into certain agreements as a lessee to rent real estate, vehicles and other equipment and to conduct its vehicle rental operations under concession agreements. If any of the following criteria are met, the Company classifies the lease as a financing lease (as a lessee) or as a direct financing or sales-type lease (both as a lessor):
• The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;
• The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;
• The lease term is for 75 % or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25 % of the economic life of the underlying asset;
• The present value of the sum of the lease payments equals or exceeds 90 % of the fair value of the underlying asset; or
• The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company combines lease and non-lease components in its contracts under ASC 842, Lease Accounting ("Topic 842"), when permissible.
The following further describes the Company's leasing transactions.
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. Rental charges are computed on a limited or unlimited mileage rate, or on a time rate plus a mileage charge. In connection with the vehicle rental, the Company offers supplemental equipment rentals (e.g., child seats and ski racks) which are deemed lease components. The Company also offers value-added services in connection with the vehicle rental, which are deemed non-lease components, such as loss or collision damage waiver, theft protection, liability and personal accident/effects insurance coverage, premium emergency roadside service and satellite radio. 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. The Company mitigates residual value risk of its revenue earning vehicles by utilizing manufacturer repurchase and guaranteed
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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:
(In millions) 2025 2024 2023
Operating lease income from vehicle rentals $ 7,660 $ 8,183 $ 8,546
Variable operating lease income 600 627 588
Revenue accounted for under Topic 842 8,260 8,810 9,134
Revenue accounted for under Topic 606 244 239 237
Total revenues $ 8,504 $ 9,049 $ 9,371
Expenses (as Lessee)
As a lessee, the Company has the following types of operating leases:
• Concession agreements which grant the Company the right to conduct its vehicle rental operations at airports, hotels and train stations and to use building space such as terminal counters and parking garages;
• Real estate leases for its off airport vehicle rental locations and other premises;
• Revenue earning vehicle leases; and
• Other equipment leases.
The Company's lease terms generally range from one month to thirty-five years and a number of agreements contain escalation clauses, which increase the payment obligation based on a fixed or variable rate and renewal options. The length of renewals vary and may result in different payment terms. Payment terms are based on fixed rates explicit in the lease, including guaranteed minimums and/or variable rates based on:
• Operating expenses, such as common area charges, real estate taxes and insurance;
• A percentage of revenues or sales arising at the relevant premises; and/or
• Periodic inflation adjustments.
The Company recognizes a ROU asset and lease liability in its accompanying consolidated balance sheets for leases with a term greater than twelve months. Options to extend or terminate a lease are included in the Company's ROU asset and lease liability when it is reasonably certain that such options will be exercised. 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.
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. 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. See Note 3, "Divestitures," for additional information.
In July 2025, the Company sold and leased back certain real estate associated with two operating sites in its Americas RAC segment. 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. The operating leases have aggregate future minimum lease payments of $ 384 million. See Note 3, "Divestitures," for additional information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In December 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment. The sale qualified for sale-leaseback accounting, and was accounted for as an operating lease with a term of 19 years. The operating leases have aggregate future minimum lease payments of $ 22 million. See Note 3, "Divestitures," for additional information.
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. See Note 4, "Long-Lived Assets Impairment," for further details.
To determine the present value of its lease payments, the Company utilizes the interest rate implicit in the lease agreement. 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:
Years ended December 31,
(In millions) 2025 2024 2023
Minimum fixed lease costs:
Short-term lease costs $ 177 $ 107 $ 92
Operating lease costs 654 588 543
Total 831 695 635
Variable lease costs 274 279 339
Total lease costs
$ 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:
Weighted-average remaining lease term (in years) 11.3
Weighted-average discount rate 11.65 %
The following table summarizes the Company's minimum fixed lease obligations under existing agreements as a lessee, excluding variable concession obligations in excess of minimum annual guarantees and short-term leases, as of December 31, 2025:
(In millions)
2026 610
2027 515
2028 434
2029 364
2030 249
After 2030 2,429
Total lease payments 4,601
Interest ( 2,326 )
Operating lease liabilities as of December 31, 2025
2,275
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11— Income Tax (Provision) Benefit
The components of income (loss) before income taxes for the Company's operations are as follows:
Hertz Global
As of December 31,
(In millions) 2025 2024 2023
Domestic $ ( 788 ) $ ( 2,876 ) $ 180
Foreign ( 42 ) ( 361 ) 106
Total income (loss) before income taxes $ ( 830 ) $ ( 3,237 ) $ 286
Hertz
As of December 31,
(In millions) 2025 2024 2023
Domestic $ ( 744 ) $ ( 3,151 ) $ 17
Foreign ( 42 ) ( 361 ) 106
Total income (loss) before income taxes $ ( 786 ) $ ( 3,512 ) $ 123
The total income tax provision (benefit) consists of the following:
Hertz Global and Hertz
As of December 31,
(In millions) 2025 2024 2023
Current:
Federal $ ( 3 ) $ 11 $ 1
Foreign 51 60 42
State and local 1 13 7
Total current 49 84 50
Deferred:
Federal ( 109 ) ( 551 ) ( 348 )
Foreign ( 26 ) 42 ( 33 )
State and local 3 50 1
Total deferred ( 132 ) ( 459 ) ( 380 )
Total provision (benefit) - Hertz Global ( 83 ) ( 375 ) ( 330 )
Federal deferred tax (provision) benefit applicable to Hertz Holdings — — 1
Total provision (benefit) - Hertz $ ( 83 ) $ ( 375 ) $ ( 329 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Starting with its 2025 Annual Report, the Company adopted ASU 2023-09 prospectively. For further details on this adoption, refer to Note 2, "Significant Accounting Policies—Recently Issued Accounting Pronouncements." A reconciliation of the U.S. 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. Percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated in millions.
Hertz Global and Hertz
Year Ended December 31,
2025
(In millions, except rate percentage data) Amount Percent
U.S. federal statutory tax rate $ ( 174 ) 21 %
State and local income taxes, net of federal income tax effect (1)
4 — —
Foreign tax effects:
Canada
Changes in valuation allowances ( 8 ) 1
Other 5 ( 1 )
Other foreign jurisdictions 31 ( 4 )
Effect of cross-border tax laws 4 —
Tax credits:
Electric vehicle credits ( 4 ) —
Changes in valuation allowances 38 ( 5 )
Nontaxable or nondeductible items:
Change in fair value of Public Warrants and Exchangeable Notes 13 ( 1 )
Other 8 ( 1 )
Changes in unrecognized tax benefits 1 —
Other adjustments ( 1 ) —
Effective tax rate - Hertz Global ( 83 ) 10 %
Hertz exclusive items (2)
— 1 %
Effective tax rate - Hertz $ ( 83 ) 11 %
(1) Illinois, Massachusetts, New Jersey, New York, Oregon, and California represents the majority (greater than 50 percent) of the tax effect in this category.
(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.
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. Percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated in millions.
Hertz Global and Hertz
Years Ended December 31,
2024 2023
Statutory Federal Tax Rate 21 % 21 %
State and local income taxes, net of federal effect 4 5
Change in state rates, net of federal effect — ( 4 )
Foreign tax rate differential — 2
Federal and foreign permanent differences — ( 5 )
Tax Credits 1 ( 70 )
Withholding taxes — 1
Valuation allowance ( 17 ) ( 73 )
Change in fair value of Public Warrants & Exchangeable Notes 2 ( 14 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31,
2024 2023
European reorganization — 6
Uncertain tax positions — 1
U.S. tax on foreign earnings — 9
Nondeductible Officer Compensation — 5
Other 1 1
Effective tax rate - Hertz Global 12 % ( 115 ) %
Hertz exclusive items (1)
( 1 ) % ( 153 ) %
Effective tax rate - Hertz 11 % ( 268 ) %
(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.
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.
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.
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.
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:
Hertz Global and Hertz
Year Ended December 31,
(In millions) 2025
U.S. federal $ 4
U.S. state and local:
Florida 5
Other ( 5 )
State and local subtotal —
Foreign:
Australia 72
Canada ( 12 )
Other 16
Foreign subtotal 76
Total cash taxes, net of refunds $ 80
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. 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. Alternatively, state cash taxes could increase depending on a state's conformity rules with the federal bonus depreciation rules.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The principal items of the U.S. and foreign net deferred tax assets and liabilities are as follows:
Hertz Global and Hertz
As of December 31,
(In millions) 2025 2024
Deferred tax assets:
Employee benefit plans $ 11 $ 16
Net operating loss carryforwards 2,361 1,614
Capital loss carryforwards 10 4
Federal and state tax credit carryforwards 370 356
Deferred interest expense 85 371
Accrued and prepaid expenses 285 259
Operating lease liabilities 581 530
Total deferred tax assets 3,703 3,150
Less: valuation allowance ( 931 ) ( 839 )
Total net deferred tax assets 2,772 2,311
Deferred tax liabilities:
Depreciation on tangible assets ( 1,810 ) ( 1,516 )
Intangible assets ( 717 ) ( 715 )
Operating lease right-of-use assets ( 578 ) ( 537 )
Total deferred tax liabilities ( 3,105 ) ( 2,768 )
Net deferred tax liability - Hertz Global ( 333 ) ( 457 )
Deferred tax asset - net operating loss applicable to Hertz Holdings ( 4 ) ( 4 )
Net deferred tax liability - Hertz $ ( 337 ) $ ( 461 )
Hertz Global and Hertz
In determining valuation allowances, an assessment of positive and negative evidence was performed regarding realization of the deferred tax assets. This assessment included the evaluation of cumulative earnings and losses in recent years, scheduled reversals of deferred tax liabilities, the availability of carryforwards and the remaining period of the respective carryforward, future taxable income and any applicable tax-planning strategies that are available.
As of December 31, 2025, the Company has approximately $ 1.7 billion of tax-effected U.S. 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. 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. These credits are offset, in part, by a valuation allowance totaling $ 117 million. The Company has approximately $ 18 million of tax-effected federal deferred interest expense which has an indefinite carryforward period.
As of December 31, 2025, the Company has approximately $ 325 million of tax-effected state net operating loss carryforwards. Some of these net operating losses have an indefinite carryforward period, and those that do not will begin to expire in 2026 if not utilized. These net operating losses are offset, in part, by a valuation allowance totaling $ 227 million. The Company has approximately $ 38 million in state tax credits for which a full valuation allowance is recorded. The state tax credits expire over various years beginning in 2028. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2025, the Company has approximately $ 312 million of tax-effected foreign net operating loss carryforwards. Some of the net operating losses have an indefinite carryforward period, and those that do not will begin to expire in 2040 if not utilized. These net operating losses are offset, in part, by a valuation allowance totaling $ 260 million. The Company has no tax credits in foreign jurisdictions. 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.
Due to the ownership changes before and upon emergence from bankruptcy in June 2021, the utilization of the Company's federal, state and foreign NOLs may be subject to limitations. Estimates of these limitations have been reflected in the tax provision.
The Company has provided for deferred taxes on undistributed earnings of foreign subsidiaries. However, it is not practicable to estimate the deferred taxes on other differences on investments in foreign subsidiaries.
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:
Hertz Global and Hertz
Years Ended December 31,
(In millions) 2025 2024 2023
Balance as of January 1 $ 156 $ 130 $ 298
Increase (decrease) attributable to tax positions taken during prior periods ( 3 ) — ( 192 )
Increase (decrease) attributable to tax positions taken during the current year 12 29 24
Decrease attributable to settlements with taxing authorities — ( 3 ) —
Balance as of December 31 $ 165 $ 156 $ 130
The total amount of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate is $ 2 million. Net, after-tax interest and penalties related to tax liabilities are classified as a component of income tax in the accompanying consolidated statements of operations which were not significant for the years ended December 31, 2025, 2024 and 2023. 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.
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. On February 9, 2023, the Company and the IRS agreed to the amount and to the character of the loss as ordinary. 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.
The Company is subject to examination by taxing authorities worldwide. Tax years that are open for adjustment span from 2010 to 2025. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company's assumptions and estimates pertaining to uncertain tax positions require significant judgment. 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.
Note 12— Financial Instruments
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. 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. 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. The Company classifies cash flows from financial instruments according to the classification of the cash flows of the economically hedged item(s).
Interest Rate Risk
The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating and fixed-rate debt.
Currency Exchange Rate Risk
The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.
Equity Price Risk
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.
Capped Call Transactions 2030
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. 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.
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. The strike price, which is subject to certain adjustments, corresponds to the initial exchange price of the Exchangeable Notes Due 2030. 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and/or offset subject to a cap. The Capped Call Transactions 2030 expire on October 1, 2030, subject to earlier exercise, and must be settled in cash.
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. The Capped Call Transactions 2030 are measured at fair value using a Monte Carlo simulation model utilizing observable and unobservable market data. Refer to Note 13, "Fair Value Measurements," for additional information.
Fair Value
The following table summarizes the estimated fair value of financial instruments:
Fair Value of Financial Instruments
Asset Derivatives (1)
Liability Derivatives (1)
December 31, December 31,
(In millions) 2025 2024 2025 2024
Interest rate instruments (1)
$ 1 $ 2 $ — $ —
Foreign currency forward contracts (1)
2 1 — 6
Exchange Features 2029 related to Exchangeable Notes Due 2029 (2)
— — 78 61
Exchange Feature 2030 related to Exchangeable Notes Due 2030 (3)
— — 54 —
Capped Call Transactions 2030 (4)
21 — — —
Total
$ 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.
(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.
(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.
(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.
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
Years Ended December 31,
(In millions) 2025 2024 2023
Interest rate instruments Vehicle interest expense, net $ ( 4 ) $ ( 5 ) $ ( 6 )
Foreign currency forward contracts Selling, general and administrative expense 12 ( 26 ) 8
Exchange Features 2029 related to Exchangeable Notes Due 2029 (1)
Non-vehicle interest expense, net ( 6 ) 7 —
Exchange Feature 2030 related to Exchangeable Notes Due 2030 (2)
Non-vehicle interest expense, net 49 — —
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Location of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives
Years Ended December 31,
(In millions) 2025 2024 2023
Capped Call Transactions 2030
Non-vehicle interest expense, net ( 16 ) — —
Total
$ 35 $ ( 24 ) $ 2
(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.
(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. The Company does not offset such derivative assets and liabilities in its consolidated balance sheets, and the potential effect of the Company’s use of the master netting arrangements is not material.
Note 13— Fair Value Measurements
Under U.S. GAAP, entities are allowed to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of its assets or liabilities that meet the criteria for this option. Irrespective of the fair value option previously described, U.S. GAAP requires certain financial and non-financial assets and liabilities of the Company to be measured on either a recurring basis or on a nonrecurring basis.
Fair Value Disclosures
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.
Debt Obligations
The fair value of the debt facilities is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with similar terms and average maturities (i.e., Level 2 inputs).
December 31, 2025 December 31, 2024
(In millions) Nominal Unpaid Principal Balance Aggregate Fair Value Nominal Unpaid Principal Balance Aggregate Fair Value
Other Non-Vehicle Debt $ 4,828 $ 4,187 $ 4,920 $ 4,399
Exchangeable Notes Due 2029
271 311 250 289
Exchangeable Notes Due 2030
425 324 — —
Total Non-Vehicle Debt 5,524 4,822 5,170 4,688
Vehicle Debt 11,679 11,662 11,280 11,100
Total $ 17,203 $ 16,484 $ 16,450 $ 15,788
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the Company's cash equivalents, restricted cash equivalents and Public Warrants that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:
December 31, 2025 December 31, 2024
(In millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents and restricted cash equivalents $ 287 $ — $ — $ 287 $ 229 $ — $ — $ 229
Capped Call Transactions 2030
— — 21 21 — — — —
Liabilities:
Public Warrants $ 222 $ — $ — $ 222 $ 178 $ — $ — $ 178
Exchange Features 2029
— — 78 78 — — 61 61
Exchange Feature 2030
— — 54 54 — — — —
Cash Equivalents and Restricted Cash Equivalents
The Company’s cash equivalents and restricted cash equivalents primarily consist of investments in money market funds and bank money market and interest-bearing accounts. The Company determines the fair value of cash equivalents and restricted cash equivalents using a market approach based on quoted prices in active markets (i.e., Level 1 inputs).
Public Warrants – Hertz Global
Hertz Global's Public Warrants are classified as liabilities and recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2025 and 2024 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity ("Topic 480"). See Note 18, "Public Warrants – Hertz Global," for further details. Upon issuance in June 2021, the initial fair value of the Public Warrants was $ 800 million. The Company calculates the fair value based on the end-of-day quoted market price, a Level 1 input of the fair value hierarchy. 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.
Exchangeable Notes Due 2029 - Bifurcated Derivatives
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. 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.
As disclosed in Note 7, "Debt," the Exchangeable Notes Due 2029 bear PIK interest payable semi-annually on January 15 and July 15. 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.
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. Refer also to Note 12, "Financial Instruments," for further information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of the Exchange Features 2029 was determined using a lattice model and a “with-and-without” valuation methodology. 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. 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.
The estimated fair value of the Exchange Features 2029 was computed using the following key inputs as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Hertz Global common share price $ 5.14 $ 3.66
Expected term (years) 3.54 4.54
Risk-free interest rate 3.60 % 4.35 %
Credit spread 11.26 % 8.55 %
Expected volatility 35.00 % 48.75 %
The significant unobservable input used in the fair value measurement of the Exchange Features 2029 is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The following table summarizes the activity related to the Exchange Features 2029 measured at fair value utilizing significant unobservable inputs (Level 3):
(In millions) Exchange Features
Balance as of December 31, 2023 $ —
Initial recognition of derivative liability 68
(Gain) loss in fair value recognized in earnings (1)
( 7 )
Balance as of December 31, 2024
61
Initial recognition of derivative liability 11
(Gain) loss in fair value recognized in earnings (2)
6
Balance as of December 31, 2025
$ 78
(1) Included in Non-vehicle interest expense, net in the accompanying audited consolidated statements of operations for the twelve months ended December 31, 2024.
(2) Included in Non-vehicle interest expense, net in the accompanying audited consolidated statements of operations for the twelve months ended December 31, 2025.
Exchangeable Notes Due 2030 – Bifurcated Derivative
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. 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. Refer to Note 7, "Debt," and Note 12, "Financial Instruments," for further information.
As of December 31, 2025, the fair value of the Exchange Feature 2030 was $ 54 million. 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. 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
determined by reference to historical stock volatilities. As the expected volatility input is considered unobservable, the Company has categorized the Exchange Feature 2030 as Level 3 in the fair value hierarchy.
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:
December 31, 2025 Issuance
Hertz Global common share price $ 5.14 $ 6.84
Expected term (years) 4.75 5.01
Risk-free interest rate 3.71 % 3.74 %
Credit spread 12.45 % 8.36 %
Expected volatility 35.00 % 35.00 %
The significant unobservable input used in the fair value measurement of the Exchange Feature 2030 is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The following table summarizes the activity related to the Exchange Feature 2030 measured at fair value utilizing significant unobservable inputs (Level 3):
(In millions) Exchange Feature 2030
Balance as of December 31, 2024 $ —
Initial recognition of derivative liability 103
(Gain) loss in fair value recognized in earnings (1)
( 49 )
Balance as of December 31, 2025
$ 54
(1) Included in Non-vehicle interest expense, net in the accompanying audited consolidated statements of operations for the year ended December 31, 2025.
Capped Call Transactions 2030
As of December 31, 2025, the fair value of the Capped Call Transactions 2030 was $ 21 million. Refer also to Note 12, "Financial Instruments," for further information.
The fair value of the Capped Call Transactions 2030 was determined using a Monte Carlo simulation model. 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. 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.
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:
December 31, 2025 Issuance
Hertz Global common share price $ 5.14 $ 6.80
Expected term (years) 4.75 5.00
Risk-free interest rate 3.71 % 3.74 %
Dividend yield — % — %
Expected volatility 36.00 % 36.00 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The significant unobservable input used in the fair value measurement of the Capped Call Transactions 2030 is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The following table summarizes the activity related to the Capped Call Transactions 2030 measured at fair value utilizing significant unobservable inputs (Level 3):
(In millions) Capped Call Transactions 2030
Balance as of December 31, 2024 $ —
Initial recognition of derivative asset 37
Gain (loss) in fair value recognized in earnings (2)
( 16 )
Balance as of December 31, 2025
$ 21
(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
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
During the third quarter of 2024, at the conclusion of the Company’s historical peak rental season, there was a reduction in the cash flow projections in the Americas RAC and International RAC segments, indicating that the carrying values of their long-lived assets may not be recoverable. As a result, the Company tested the recoverability of the “Long-Lived Assets” in its Americas RAC and International RAC segments and determined that an impairment existed. Effective August 31, 2024, the Long-Lived Assets were written down to their estimated fair values (determined using Level 2 inputs). See Note 4, "Long-Lived Assets Impairment," for additional information.
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. As of December 31, 2024, the sale of the EV Disposal Groups was substantially complete. See Note 5, "Revenue Earning Vehicles," for additional information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14— Accumulated Other Comprehensive Income (Loss)
Changes in the accumulated other comprehensive income (loss) balance by component (net of tax) is as follows:
(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, 2025
$ ( 89 ) $ ( 208 ) $ ( 19 ) $ ( 316 )
Other comprehensive income (loss) before reclassification
21 60 — 81
Amounts reclassified from accumulated other comprehensive income (loss)
3 — — 3
Balance as of December 31, 2025
$ ( 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
$ ( 95 ) $ ( 134 ) $ ( 19 ) $ ( 248 )
Other comprehensive income (loss) before reclassification
3 ( 74 ) — ( 71 )
Amounts reclassified from accumulated other comprehensive income (loss)
3 — — 3
Balance as of December 31, 2024
$ ( 89 ) $ ( 208 ) $ ( 19 ) $ ( 316 )
Note 15— Contingencies and Off-Balance Sheet Commitments
Legal Proceedings
Self-Insured Liabilities
The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and international vehicles, as stated in the accompanying consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on actuarially determined estimates using historical claims experience. These estimates include judgment about severity of claims, frequency and volume of claims. As of December 31, 2025 and December 31, 2024, the Company's liability recorded for self-insured liabilities was $ 648 million and $ 617 million, of which $ 508 million and $ 491 million relates to liabilities incurred by the Company's Americas RAC operations, respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties. The adequacy of the liability is monitored quarterly based on evolving accident claim history. 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.
Loss Contingencies
From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business. The Company has summarized below the material legal proceedings to
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. ("Wells Fargo"), in its capacity as indenture trustee of (1) 6.250 % Unsecured Notes due 2022 (the "2022 Notes"), (2) 5.500 % Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125 % Unsecured Notes due 2026 (the "2026 Notes") and (4) 6.000 % Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the “Unsecured Notes”), filed a complaint against The Hertz Corporation and multiple direct and indirect subsidiaries thereof (collectively referred to in this paragraph summary as “defendants”). The filing of the complaint initiated the adversary proceeding captioned Wells Fargo Bank, N.A. v. The Hertz Corp., et al. in the United States Bankruptcy Court for the District of Delaware (the "Delaware Bankruptcy Court"), Adv. Pro. No. 21-50995 (MFW). The complaint seeks a declaratory judgment that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that the holders assert total approximately $ 272 million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert totals approximately $ 125 million. The complaint also asserts the right to pre-judgment interest from July 1, 2021 to the date of any judgment. On December 22, 2021, the Delaware Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on the 2022 Notes and the 2024 Notes and (ii) post-petition interest at the contract rate. See Wells Fargo Bank, N.A. v. The Hertz Corp., et al., 637 B.R. 781 (Bankr. D. Del. Dec. 22, 2021). On November 9, 2022, the Delaware Bankruptcy Court ruled that the make-whole premium is the same as unmatured interest and is disallowed under the U.S. Bankruptcy Code, granting summary judgment in the defendants’ favor. The Delaware Bankruptcy Court certified the matter directly to the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) and, on January 25, 2023, the Third Circuit accepted Wells Fargo’s appeal. The Third Circuit held an oral argument for this appeal on October 25, 2023, and on September 10, 2024, the Third Circuit issued its opinion in Wells Fargo Bank, N.A. v. The Hertz Corp., et al., 117 F.4th 109 (3d Cir. 2024). 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. 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. The case has now been remanded to the Delaware Bankruptcy Court for a determination of the exact amount owed by the Company. 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. The Company filed a petition for writ of certiorari with the Supreme Court of the United States ("U.S. Supreme Court") on April 4, 2025. On June 2, 2025, the U.S. 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. Subsequently, the Solicitor General filed its brief of the United States recommending that the U.S. Supreme Court deny the Company's petition for writ of certiorai. On January 12, 2026, the U.S. 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. 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. 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. 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. These claims have been the subject of press coverage, and the Company has received government inquiries on the matter. The Company has policies to help guide the proper treatment of its customers and to seek to protect itself against the theft of its services or assets, and the Company has taken significant steps to modernize and update those policies. In December 2022, the Company entered into settlement agreements with 364 claimants in full and final resolutions of their claims for an aggregated amount of approximately $ 168 million (the "Settlement"), all of which amount was paid by the Company during December 2022. The Settlement resolved nearly all of the false arrest-related claims being advanced in the U.S. Bankruptcy Court for the District of Delaware, Adv. Pro. No. 20-11247 (MFW) and state court in Delaware (captioned Flannery, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-07-100 and Okoasia, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-09-531 ). Also, as a result of the Settlements,
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state court matters pending in Pennsylvania, captioned Lovelace, et al. v. Hertz Global Holdings, Inc., et al., Case No. 220801729 , and in Florida, captioned Lizasoain, et al. v. Hertz Global Holdings, Inc., et al., Case No. 2022-015316-CA-1, were dismissed with prejudice. 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. 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. v. ACE American Insurance Co., et al., C.A. No. N22C-05-130 MMJ (CCLD) . 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. However, the Company entered into confidential settlement agreements with several of the insurers before and after the ruling. 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. The claims in the complaint relate to the Company’s share repurchase programs approved in November 2021 and June 2022. Among other allegations, the plaintiff claims Board members breached their fiduciary duties in approving these share repurchase programs and that Knighthead, Certares, and CK Amarillo were unjustly enriched because they gained a majority stake in Hertz Global as a result of share repurchases. Defendants filed their motion to dismiss the complaint on July 24, 2023. On March 11, 2024, the Delaware Chancery Court held a hearing on defendants' motion to dismiss. On June 20, 2024, the Delaware Chancery Court granted in part and denied in part the defendants' motion to dismiss. The Delaware Chancery Court dismissed the claims against directors Feikin, Fields, Intrieri and Vougessis with prejudice, dismissed the claims related to the 2021 buyback without prejudice and allowed the remaining claims to proceed. On August 26, 2024, the Board formed a Special Litigation Committee (the "SLC"), made up of two independent directors, to evaluate and take any necessary actions related to the remaining claims. On October 21, 2024, the Delaware Chancery Court granted a motion to stay the litigation, including all discovery, until March 21, 2025. On March 26, 2025, the Delaware Chancery Court extended the stay for an additional 30 days. On April 25, 2025, the SLC filed its report under seal with the Delaware Chancery Court. On May 9, 2025, the SLC filed an unopposed motion to terminate the derivative claims in the litigation. 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. The Court scheduled a hearing on the SLC's unopposed motion to terminate the derivative claims for November 10, 2025. 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. Doller v. Hertz Global Holdings, Inc. et al . (No. 2:24-CV-00513). On September 30, 2024, an amended complaint was filed, following the Florida Middle District Court's appointment of a lead plaintiff and a lead counsel. The amended complaint asserts claims against Hertz Global, former Company CEO, Stephen M. 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. The amended complaint seeks unspecified damages, together with interest, attorneys’ fees and other costs. Hertz Global filed a motion to dismiss the complaint on October 30, 2024. On December 19, 2024, the Florida Middle District Court stayed all proceedings, pending a ruling on the motion to dismiss. 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. The Court directed the clerk to lift the stay.
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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. District Court for the Northern District of Illinois, Western Division (Rockford, IL) (the "Illinois Northern District, Western Division Court"). 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. Plaintiff alleges that the Company was negligent in failing to secure the data, breached implied contracts and was unjustly enriched. 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. The class actions generally seek injunctive relief and unspecified damages. The defendants' responses to the complaints have been stayed pending the Illinois Northern District, Western Division Court's entry of a global scheduling order. 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. Other than the aggregate reserve established for claims for self-insured liabilities and the bankruptcy-related litigation, none of those reserves are material. For matters where the Company has not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. These matters are subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or any of its subsidiaries involved. 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.
Antitrust Litigation Settlements
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. 2:12-md-02311 (E.D. Mich.), the Company would receive a pro rata settlement distribution in the amount of $ 154 million. 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
In the ordinary course of business, the Company has executed contracts involving indemnification obligations customary in the relevant industry and indemnifications specific to a transaction, such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial contractual relationships and financial matters. Specifically, the Company has indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. In addition, Hertz entered into customary indemnification agreements with Hertz Holdings and certain of the Company's stockholders and their affiliates pursuant to which Hertz Holdings and Hertz will indemnify those entities and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of such entities and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. The Company has entered into customary indemnification agreements with each of its directors and certain of its officers. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third-party claim. In connection with the separation of the car rental business in 2016, the Company executed an agreement with Herc Holdings Inc. that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of, or resulting
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from, assumed legal matters. 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
Other Relationships
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. 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. 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. 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.
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. 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. 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. In order to conduct those businesses, the Company also procures goods and services from thousands of vendors. Some of those customers and vendors may be affiliated with members of the Company's Board. The Company believes that all such rental and procurement transactions involved terms no less favorable to the Company than those that it believes would have been obtained in the absence of such affiliation. The Company's Audit Committee oversees compliance through our Standards of Business Conduct, reviews conflicts of interest involving directors and determines whether to approve each transaction that involves the Company or any of its affiliates, on one hand, and (directly or indirectly) a director or member of his or her family or any entity managed by any such person, on the other hand.
Note 17— Equity and Earnings (Loss) Per Common Share – Hertz Global
Equity of Hertz Global Holdings, Inc.
As of December 31, 2025 and 2024, there were 100,000,000 shares of preferred stock authorized, par value $ 0.01 per share, and 1,000,000,000 shares of Hertz Global common stock authorized, par value $ 0.01 per share.
Public Warrants
In June 2021, Hertz Global issued 89,049,029 Public Warrants. 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. GAAP.
ATM Equity Offering Program
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
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agreement with various banking institutions, acting as the Company's agents, through the ATM Program. As of December 31, 2025, no shares of Hertz Global common stock had been sold under the ATM Program.
Share Repurchase Programs for Common Stock
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. 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. 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.
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. There can be no assurance as to the timing or number of any share repurchases.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding. 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. 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. 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:
Years Ended December 31,
(In millions, except per share data) (1)
2025 2024 2023
Numerator:
Net income (loss) available to Hertz Global common stockholders, basic $ ( 747 ) $ ( 2,862 ) 616
Change in fair value of Public Warrants — — ( 163 )
Impact of Exchangeable Notes Due 2030
( 35 ) — —
Net income (loss) available to Hertz Global common stockholders, diluted $ ( 781 ) $ ( 2,862 ) $ 452
Denominator:
Basic weighted-average common shares outstanding 310 306 313
Dilutive effect of stock options, RSUs and PSUs — — 1
Dilutive effect of Public Warrants — — 11
Dilutive effect of Exchangeable Notes Due 2030
12 — —
Diluted weighted-average common shares outstanding 322 306 326
Antidilutive Public Warrants (2)
83 83 —
Antidilutive stock options, RSUs and PSUs 17 13 6
Antidilutive shares related to Exchangeable Notes Due 2029
40 19 —
Total antidilutive 140 115 6
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Years Ended December 31,
(In millions, except per share data) (1)
2025 2024 2023
Earnings (loss) per common share:
Basic $ ( 2.41 ) $ ( 9.34 ) $ 1.97
Diluted $ ( 2.43 ) $ ( 9.34 ) $ 1.39
(1) The table above is denoted in millions, excluding earnings (loss) per common share. 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.
(2) Prior period amounts have been adjusted in the current period to correct for immaterial errors. 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
The Company accounts for its Public Warrants in accordance with the provisions of Topic 480, under which the Public Warrants meet the definition of a freestanding financial instrument. Although these are publicly traded warrants, they are classified as liabilities due to certain settlement provisions that are only applicable in the event of change of control (as defined by the Public Warrant Agreement). The Public Warrants are recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. See Note 13, "Fair Value Measurements."
The Public Warrants entitle the holders to receive shares of Hertz Global common stock upon exercise. The Public Warrants have a 30-year term and are exercisable from the date of issuance until June 30, 2051, at which time any unexercised Public Warrants will expire, and the rights of the holders to purchase Hertz Global common stock will terminate. 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.
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. 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.
As of December 31, 2025, approximately 6,300,000 Public Warrants had been exercised since their original issuance in June 2021. As of December 31, 2025, approximately 82,700,000 Public Warrants remain outstanding and an exercise price of $ 13.61 . The Public Warrants are recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. See Note 13, "Fair Value Measurements."
Note 19— Segment Information
The Company's chief operating decision maker ("CODM") is its Chief Executive Officer. 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. 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:
• 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; and
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• 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.
In addition to its reportable segments, the Company has corporate operations ("Corporate") which includes general corporate assets and expenses and net interest expense on non-vehicle debt. Corporate includes other items necessary to reconcile the reportable segments to the Company's total amounts.
The following tables provide revenue, significant expenses, other segment expenses and the segment measure of profitability, Adjusted EBITDA, by reportable segment, including a reconciliation of Adjusted EBITDA to consolidated income (loss) before income taxes for Hertz Global and Hertz.
Year Ended December 31, 2025
(In millions) Americas RAC International RAC Total
Revenues $ 6,759 $ 1,745 $ 8,504
Significant segment expenses:
Direct vehicle and operating 4,461 1,031 5,492
Depreciation of revenue earning vehicles and lease charges, net (1)
1,574 353 1,927
Selling, general and administrative 504 228 732
Other segment items (2)
392 9 401
Segment profit (loss): Adjusted EBITDA $ ( 172 ) $ 124 ( 48 )
Adjustments:
Corporate (3)
( 291 )
Non-vehicle depreciation and amortization ( 117 )
Non-vehicle debt interest, net (4)
( 498 )
Vehicle debt-related charges (5)
( 46 )
Restructuring and restructuring related charges (6)
( 18 )
Unrealized gains (losses) on financial instruments (7)
37
Gain on sale of non-vehicle capital assets (8)
144
Legal settlement (9)
154
Bankruptcy-related litigation reserve (10)
( 24 )
Other items (11)
( 79 )
Income (loss) before income taxes - Hertz ( 786 )
Change in fair value of Public Warrants (12)
( 44 )
Income (loss) before income taxes - Hertz Global $ ( 830 )
Year Ended December 31, 2024
(In millions) Americas RAC International RAC Total
Revenues $ 7,398 $ 1,651 $ 9,049
Significant segment expenses:
Direct vehicle and operating 4,726 971 5,697
Depreciation of revenue earning vehicles and lease charges, net (1)
3,198 413 3,611
Selling, general and administrative 482 244 726
Other segment items (2)
349 ( 8 ) 341
Segment profit (loss): Adjusted EBITDA $ ( 1,357 ) $ 31 $ ( 1,326 )
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Year Ended December 31, 2024
(In millions) Americas RAC International RAC Total
Adjustments:
Corporate (3)
( 215 )
Non-vehicle depreciation and amortization ( 139 )
Non-vehicle debt-interest, net ( 375 )
Vehicle debt-related charges (5)
( 45 )
Restructuring and restructuring related charges (6)
( 66 )
Unrealized gains (losses) on financial instruments (7)
( 7 )
Bankruptcy-related litigation reserve (10)
( 292 )
Long-Lived Assets impairment (13)
( 1,048 )
Non-cash stock-based compensation forfeitures (14)
64
Other items (11)
( 63 )
Income (loss) before income taxes - Hertz ( 3,512 )
Change in fair value of Public Warrants (12)
275
Income (loss) before income taxes - Hertz Global $ ( 3,237 )
Year Ended December 31, 2023
(In millions) Americas RAC International RAC Total
Revenues $ 7,722 $ 1,649 $ 9,371
Significant segment expenses:
Direct vehicle and operating 4,582 880 5,462
Depreciation of revenue earning vehicles and lease charges, net (1)
1,775 264 2,039
Selling, general and administrative 501 227 728
Other segment items (2)
279 ( 24 ) 255
Segment profit (loss): Adjusted EBITDA $ 585 $ 302 $ 887
Adjustments:
Corporate (3)
( 326 )
Non-vehicle depreciation and amortization ( 149 )
Non-vehicle debt interest, net ( 238 )
Vehicle debt-related charges (5)
( 42 )
Restructuring and restructuring related charges (6)
( 17 )
Unrealized gains (losses) on financial instruments (7)
( 117 )
Gain on sale of non-vehicle capital assets (8)
162
Other items (9)
( 37 )
Income (loss) before income taxes - Hertz 123
Change in fair value of Public Warrants (10)
163
Income (loss) before income taxes - Hertz Global $ 286
(1) Includes the write-down to carrying value of vehicles classified as held for sale. In 2024, also includes the EV Disposal Groups. In 2023, Americas RAC also includes the First EV Disposal Group. See Note 5, "Revenue Earning Vehicles."
(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.
(3) Represents other reconciling items primarily consisting of general corporate expenses as well as other business activities.
(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.
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(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. GAAP. Also includes restructuring related charges such as incremental costs incurred related primarily to personnel reductions, litigation and closure of underperforming locations. In 2025 and 2024, charges are recorded within selling, general and administrative expense. 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. 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."
(8) Represents the gains recognized on the sales of certain non-vehicle capital assets sold in 2025 and 2023. See Note 3, "Divestitures."
(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."
(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. See Note 15, "Contingencies and Off-Balance Sheet Commitments."
(11) Represents miscellaneous items. 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.
(12) Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.
(13) Represents Long-Lived Assets impairment charges recognized in the third quarter of 2024. See Note 4, "Long-Lived Assets Impairment."
(14) Represents former CEO awards forfeited in March 2024. See Note 9, "Stock-Based Compensation."
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,
(In millions) Americas RAC International RAC Unallocated (1)
Total Hertz Global and Hertz
2025
Depreciation and amortization, non-vehicle assets $ 96 $ 14 $ 7 $ 117
Vehicle interest expense, net (2)
510 98 — 608
Non-vehicle interest expense, net (2)
2 ( 16 ) 483 469
2024
Depreciation and amortization, non-vehicle assets $ 109 $ 13 $ 17 $ 139
Vehicle interest expense, net (2)
479 111 — 590
Non-vehicle interest expense, net (2)
( 4 ) ( 18 ) 391 369
2023
Depreciation and amortization, non-vehicle assets $ 125 $ 11 $ 13 $ 149
Vehicle interest expense, net (2)
456 99 — 555
Non-vehicle interest expense, net (2)
( 22 ) ( 10 ) 270 238
(1) Includes expenses associated with the Company's corporate operations which are not attributable to a particular reportable segment.
(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.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31,
(In millions) Americas RAC International RAC Unallocated (1)
Total Hertz Global Unallocated - Hertz (2)
Total Hertz
2025
Revenue earning vehicles, net (3)
$ 10,844 $ 1,682 $ — $ 12,526 $ — $ 12,526
Property and equipment, net 415 63 88 566 — 566
Total assets (4)
17,809 3,357 1,145 22,311 ( 3 ) 22,308
2024
Revenue earning vehicles, net (3)
$ 10,253 $ 1,710 $ — $ 11,963 $ — $ 11,963
Property and equipment, net 460 71 92 623 — 623
Total assets (4)
17,386 3,456 960 21,802 ( 1 ) 21,801
(1) Includes assets associated with the Company's corporate operations which are not attributable to a particular reportable segment.
(2) Includes assets associated with Hertz's corporate operations which are not attributable to a particular reportable segment.
(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."
(4) The consolidated total assets of Hertz Global and Hertz as of December 31, 2025 and 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. See "Pledges Related to Vehicle Financing" in Note 7, "Debt," for further information.
Years Ended December 31,
(In millions) Americas RAC International RAC Unallocated (1)
Total Hertz Global and Hertz
2025
Expenditures $ ( 8,579 ) $ ( 1,700 ) $ ( 1 ) $ ( 10,280 )
Proceeds from disposals 6,651 1,637 ( 2 ) 8,286
Net expenditures $ ( 1,928 ) $ ( 63 ) $ ( 3 ) $ ( 1,994 )
2024
Expenditures $ ( 8,931 ) $ ( 1,687 ) $ ( 11 ) $ ( 10,629 )
Proceeds from disposals 6,105 1,594 2 7,701
Net expenditures $ ( 2,826 ) $ ( 93 ) $ ( 9 ) $ ( 2,928 )
2023
Expenditures $ ( 7,736 ) $ ( 1,921 ) $ ( 45 ) $ ( 9,702 )
Proceeds from disposals 4,376 1,298 5 5,679
Net expenditures $ ( 3,360 ) $ ( 623 ) $ ( 40 ) $ ( 4,023 )
(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. and in international countries. International operations are substantially in Europe. The operations within major geographic areas for each of Hertz Global and Hertz are summarized below:
Years Ended December 31,
(In millions) 2025 2024 2023
Revenues
U.S. $ 6,422 $ 7,060 $ 7,392
International
2,082 1,989 1,979
Total Hertz Global and Hertz
$ 8,504 $ 9,049 $ 9,371
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31,
(In millions) U.S. International Total Hertz Global U.S. - Hertz Total Hertz
2025
Revenue earning vehicles, net (1)
$ 10,473 $ 2,053 $ 12,526 $ — $ 12,526
Property and equipment, net 484 82 566 — 566
Operating lease right-of-use assets 1,927 330 2,257 — 2,257
Total assets 18,242 4,069 22,311 ( 3 ) 22,308
2024
Revenue earning vehicles, net (1)
$ 9,880 $ 2,083 $ 11,963 $ — $ 11,963
Property and equipment, net 535 88 623 — 623
Operating lease right-of-use assets 1,815 273 2,088 — 2,088
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."
Note 20— Subsequent Events
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. The Hertz Corporation, et. al., as further disclosed in Note 15, "Contingencies and Off-Balance Sheet Commitments."
In February 2026, Hertz increased the committed amounts under its Standby LCs by approximately $ 200 million, as further disclosed in Note 7, "Debt."
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SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY BALANCE SHEETS
(In millions, except par value and share data)
December 31,
2025 2024
ASSETS
Cash and cash equivalents $ — $ 1
Restricted cash and cash equivalents — —
Total cash and cash equivalents and restricted cash and cash equivalents — 1
Prepaid expenses and other assets 3 —
Investments in subsidiaries, net ( 243 ) 326
Deferred income taxes, net 3 4
Total assets $ ( 237 ) $ 331
LIABILITIES AND STOCKHOLDERS' EQUITY
Public Warrants 222 178
Total liabilities 222 178
Stockholders' equity:
Preferred stock, $ 0.01 par value, no shares issued and outstanding
— —
Common stock, $ 0.01 par value, 486,543,836 and 481,502,623 shares issued, respectively, and 311,731,792 and 306,690,579 shares outstanding, respectively
5 5
Treasury stock, at cost, 174,812,044 and 174,812,044 common shares, respectively
( 3,430 ) ( 3,430 )
Additional paid-in capital 6,447 6,396
Retained earnings (Accumulated deficit) ( 3,249 ) ( 2,502 )
Accumulated other comprehensive income (loss) ( 232 ) ( 316 )
Total stockholders' equity ( 459 ) 153
Total liabilities and stockholders' equity $ ( 237 ) $ 331
The accompanying notes are an integral part of these financial statements.
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SCHEDULE I (Continued)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
(In millions)
Years Ended December 31,
2025 2024 2023
Revenues $ — $ — $ —
Expenses:
Change in fair value of Public Warrants 44 ( 275 ) ( 163 )
Total expenses
44 ( 275 ) ( 163 )
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries ( 44 ) 275 163
Income tax (provision) benefit — — 1
Equity in earnings (losses) of subsidiaries, net of tax ( 703 ) ( 3,137 ) 452
Net income (loss) $ ( 747 ) $ ( 2,862 ) $ 616
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Years Ended December 31,
2025 2024 2023
Net income (loss) $ ( 747 ) $ ( 2,862 ) $ 616
Total other comprehensive income (loss) 84 ( 68 ) 46
Total comprehensive income (loss) $ ( 663 ) $ ( 2,930 ) $ 662
The accompanying notes are an integral part of these financial statements.
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SCHEDULE I (Continued)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF CASH FLOWS
(In millions)
Years Ended December 31,
2025 2024 2023
Net cash provided by (used in) operating activities $ ( 3 ) $ ( 2 ) $ 3
Cash flows from financing activities:
Share repurchases — — ( 315 )
Dividends from Hertz 13 7 321
Other ( 11 ) ( 4 ) ( 9 )
Net cash provided by (used in) financing activities 2 3 ( 3 )
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period ( 1 ) 1 —
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period 1 — —
Cash and cash equivalents and restricted cash and cash equivalents at end of period $ — $ 1 $ —
The accompanying notes are an integral part of these financial statements.
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SCHEDULE I (Continued)
HERTZ GLOBAL HOLDINGS, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
Note 1— Background and Basis of Presentation
Hertz Global Holdings, Inc. was incorporated in Delaware in 2015 and wholly owns Rental Car Intermediate Holdings, LLC which wholly owns Hertz, Hertz Global's primary operating company.
These condensed parent company financial statements reflect the activity of Hertz Holdings as the parent company to Hertz and have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Hertz exceed 25% of the consolidated net assets of Hertz Holdings. 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."
Note 2— Contingencies
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."
• Share Repurchase Program Litigation
• Securities Class Action Complaint
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
In 2025 and 2024, $ 13 million and $ 7 million of cash dividends were paid by Hertz to Hertz Holdings. 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.
Note 4— Share Repurchases
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. There were no share repurchases during the years ended December 31, 2025 and 2024.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(In millions)
Balance at Beginning of
Period
Additions
Charges to Earnings
Translation
Adjustments
Deductions Balance at
End of Period
Receivables allowances:
Year Ended December 31, 2025 $ 59 $ 127 $ — $ ( 95 ) (1)
$ 91
Year Ended December 31, 2024 47 120 — ( 108 ) (1)
59
Year Ended December 31, 2023 45 93 — ( 91 ) (1)
47
Tax valuation allowances:
Year Ended December 31, 2025 $ 839 $ 69 $ 38 $ ( 15 ) (3)
$ 931
Year Ended December 31, 2024 305 558 (2)
( 15 ) ( 9 ) (3)
839
Year Ended December 31, 2023 511 22 10 ( 238 ) (3)
305
(1) Amounts written off, net of recoveries.
(2) Activity represents the establishment of $ 383 million and $ 175 million of domestic and foreign valuation allowances, respectively.
(3) Activity represents the release of a valuation allowance.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
HERTZ GLOBAL HOLDINGS, INC.
Evaluation of Disclosure Controls and Procedures
Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this 2025 Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this inherent risk.
Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework (2013). Based on this assessment, management has concluded that we did maintain effective internal control over financial reporting as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included in this 2025 Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
HERTZ CORPORATION
Evaluation of Disclosure Controls and Procedures
Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES