HERC HOLDINGS INC|4Feb 5, 4:37 PM ET

Birnbaum Aaron 4

4 · HERC HOLDINGS INC · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Herc Holdings (HRI) COO Aaron Birnbaum Receives RSU/PSU Awards

What Happened

Aaron Birnbaum, Chief Operating Officer of Herc Holdings (HRI), was the recipient of equity awards on Feb 3, 2026. The Form 4 reports three award transactions totaling 15,897 award units (7,467 RSUs; 4,762 PSUs earned but not yet vested; 3,668 PSUs issued after performance certification). To cover taxes on vesting/conversion, 1,360 and 327 shares were surrendered (codes F) at $154.03/share, totaling about $259,849 in value.
Transaction types: A = grant/award/acquisition of RSUs/PSUs; F = shares withheld/disposed to pay tax obligations. These disposals were tax withholdings, not open-market sales.

Key Details

Transaction date(s): Period of report 2026-02-03; Form filed 2026-02-05 (appears timely).
Awards granted/recorded: 7,467 RSUs (restricted stock units), 4,762 PSUs earned but not yet vested, 3,668 PSUs converted to shares after performance certification.
Tax withholding (disposals): 1,360 shares and 327 shares withheld at $154.03 each (reported values $209,481 and $50,368; combined ≈ $259,849).
Vesting/settlement timing (per footnotes): RSUs vest one-third annually on Feb 3 of 2027, 2028 and 2029; the earned PSUs will vest/convert at end of their 3‑year performance periods (Feb 2027 for 2,154 PSU shares and Feb 2028 for 2,608 PSU shares). One PSU tranche already reached its performance period and was converted.
Shares owned after transaction: Not specified in the provided summary (check full Form 4 for "Amount Beneficially Owned Following Reported Transaction").

Context

PSUs are performance-based units that convert to shares only after the applicable performance period and certification; RSUs are subject to time-based vesting. The reported share disposals here are routine tax withholding to satisfy tax liabilities on vesting/conversion and should not be interpreted as a market sell signal.

Form 4

Period: 2026-02-03

President

Transactions

Award
Common Stock
[F1]
2026-02-03+7,467→ 52,586.38 total
Award
Common Stock
[F2]
2026-02-03+4,762→ 57,348.38 total
Award
Common Stock
[F3]
2026-02-03+3,668→ 61,016.38 total
Tax Payment
Common Stock
[F4]
2026-02-03$154.03/sh−1,360$209,481→ 59,656.38 total
Tax Payment
Common Stock
[F5]
2026-02-03$154.03/sh−327$50,368→ 59,329.38 total

Holdings

Footnotes (5)

[F1]Award of restricted stock units ("RSUs"), each of which represents the right to receive one share of the Issuer's common stock on the applicable vesting date (one-third of the RSUs will vest on February 3 of each of 2027, 2028 and 2029), subject to the terms and conditions of the applicable RSU agreement.
[F2]Represents performance stock units ("PSUs") earned, but not vested, pursuant to outstanding performance stock unit awards granted under the 2018 Herc Holdings Omnibus Plan. The number of PSUs earned was determined based on the achievement of the performance metrics established by the Compensation Committee for the applicable annual measurement period. The earned PSUs will vest and convert into shares of common stock at the end of the applicable 3-year performance period, which is February 2027 for 2,154 shares and February 2028 for 2,608 shares.
[F3]Shares issued related to performance stock units for which the three-year performance period has ended and performance has been certified.
[F4]Shares withheld for taxes upon vesting of performance stock units, for which performance was previously certified.
[F5]Shares withheld for taxes upon vesting of previously granted restricted stock units.

Signature

/s/ S. Wade Sheek by Power of Attorney|2026-02-05

1 file