Birnbaum Aaron 4

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.