Humphrey Mark 4

4 · HERC HOLDINGS INC · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Herc Holdings (HRI) CFO Mark Humphrey Receives RSU/PSU Awards

What Happened

Mark Humphrey, Chief Financial Officer of Herc Holdings (HRI), was awarded a total of 9,393 shares on Feb 3, 2026 through restricted stock units (RSUs) and performance stock units (PSUs). The awards were recorded as acquisitions at $0.00 (grants).
To cover tax liabilities related to vesting, 1,190 shares were withheld/disposed at $154.03 per share, generating proceeds of $183,296 (three withholding transactions: 460, 472 and 258 shares).
These transactions are awards and tax withholding (not an open-market buy or sell). Net new shares from the grants after withholding = 9,393 − 1,190 = 8,203 shares (gross grant minus withheld shares).

Key Details

Transaction date: February 3, 2026. Filing date: Feb 5, 2026 (Form 4 accession filed Feb 5, 2026).
Acquisition lines (awards): 4,707; 2,221; 1,168; 1,297 shares — all at $0.00 (awards/RSU/PSU).
Withholding/dispositions for taxes: 460, 472, 258 shares at $154.03 per share (total $183,296).
Shares owned after the transaction: Not stated in the provided filing details.
Footnotes of note:
- F1: RSUs — each RSU converts to one share; one-third of these RSUs vest on Feb 3 of 2027, 2028 and 2029.
- F2: PSUs — 2,221 shares represent PSUs earned but not yet vested; portions vest/convert at end of 3-year performance periods (Feb 2027 and Feb 2028 for the amounts described).
- F3: Some shares were issued for PSUs where the 3-year performance period ended and performance was certified.
- F4/F5: Some shares were withheld to satisfy tax withholding on vested PSUs and RSUs (the withheld shares reported above).
No late-filing flag was provided in the supplied data.

Context

These are compensation-related equity awards (RSUs/PSUs). Awards are recorded as acquisitions at $0 because they are granted, not purchased.
The withheld shares are a routine tax-withholding method (similar to a cashless settlement) and do not necessarily indicate a discretionary sale by the insider.
PSUs shown as "earned but not vested" will convert to shares only after their performance periods end (per the footnotes), so some awarded amounts will vest in future years.

Form 4

Period: 2026-02-03

SVP & Chief Financial Officer

Transactions

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 1,207 shares and February 2028 for 1,014 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