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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________________________________________

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		September 30, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________


Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Executive Office Address, Zip Code and Telephone Number					State of Incorporation	I.R.S. Employer Identification No.
001-37665	HERTZ GLOBAL HOLDINGS, INC.					Delaware	61-1770902
	8501 Williams Road,		Estero,	Florida	33928
	(239)	301-7000

001-07541	THE HERTZ CORPORATION					Delaware	13-1938568
	8501 Williams Road,		Estero,	Florida	33928
	(239)	301-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which Registered

Hertz Global Holdings, Inc.

Common Stock

Par value $0.01 per share

HTZ

The Nasdaq Stock Market LLC

Hertz Global Holdings, Inc.

Warrants to purchase common stock

Each exercisable for one share of Hertz Global Holdings, Inc. common stock at an exercise price of $13.61 per share, subject to adjustment

HTZWW

The Nasdaq Stock Market LLC

The Hertz Corporation

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Hertz Global Holdings, Inc. Yes ☒ No ☐

The Hertz Corporation1 Yes ☐ No ☒

1As a voluntary filer, The Hertz Corporation is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). The Hertz Corporation has filed all reports pursuant to Section 13 or 15(d) of the Exchange Act during the preceding 12 months as if it was subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Hertz Global Holdings, Inc. Yes ☒ No ☐

The Hertz Corporation Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Hertz Global Holdings, Inc.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

The Hertz Corporation

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Hertz Global Holdings, Inc. Yes ☐ No ☒

The Hertz Corporation Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class

Shares Outstanding as of

October 28, 2025

Hertz Global Holdings, Inc.

Common Stock,

par value $0.01 per share

311,592,905

The Hertz Corporation(1)

Common Stock,

par value $0.01 per share

100

(1)(100% owned by

Rental Car Intermediate Holdings, LLC)

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS



		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	1
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	47
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	76
ITEM 4.	Controls and Procedures	77
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	78
ITEM 1A.	Risk Factors	78
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
ITEM 3.	Defaults Upon Senior Securities	78
ITEM 5.	Other Information	78
ITEM 6.	Exhibits	78
EXHIBIT INDEX		79
SIGNATURE		81

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Index


		Page
Hertz Global Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of Septem ber 30, 2025 and December 31, 2024		2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended Septe mber 30, 2025 and 2024		4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024		5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		6
The Hertz Corporation and Subsidiaries
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		8
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		9
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024		10
Condensed Consolidated Statements of Changes in Stockholder's Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024		11
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		12
Notes to the Condensed Consolidated Financial Statements
Note 1	Background	14
Note 2	Basis of Presentation and Recently Issued Accounting Pronouncements	14
Note 3	Divestitures	15
Note 4	Long-Lived Assets Impairment	16
Note 5	Revenue Earning Vehicles	16

Note 6	Debt	17
Note 7	Leases	25

Note 8	Income Tax (Provision) Benefit	26
Note 9	Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global	27

Note 10	Stock-Based Compensation	28
Note 11	Financial Instruments	30
Note 12	Fair Value Measurements	33
Note 13	Contingencies and Off-Balance Sheet Commitments	37

Note 14	Segment Information	41

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)



	September 30, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	1,095	$	592
Restricted cash and cash equivalents:
Vehicle	171		258
Non-vehicle	283		283
Total restricted cash and cash equivalents	454		541
Total cash and cash equivalents and restricted cash and cash equivalents	1,549		1,133
Receivables:
Vehicle	428		389
Non-vehicle, net of allowance of $76 and $58, respectively	782		816
Total receivables, net	1,210		1,205
Prepaid expenses and other assets	780		894
Revenue earning vehicles:
Vehicles	14,023		12,714
Less: accumulated depreciation	(1,330)		(751)
Total revenue earning vehicles, net	12,693		11,963
Property and equipment, net	570		623
Operating lease right-of-use assets	2,288		2,088
Intangible assets, net	2,855		2,852
Goodwill	1,045		1,044
Total assets(1)	$	22,990	$	21,802
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:
Vehicle	$	281	$	161
Non-vehicle	549		481
Total accounts payable	830		642
Accrued liabilities	1,257		1,174
Accrued taxes, net	127		158
Debt:
Vehicle	11,759		11,231
Non-vehicle	5,649		5,104
Total debt	17,408		16,335
Public Warrants	308		178
Operating lease liabilities	2,292		2,073
Self-insured liabilities	660		617
Deferred income taxes, net	425		472
Total liabilities(1)	23,307		21,649
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, no shares issued and outstanding	—		—
Common stock, $0.01 par value, 485,598,271 and 481,502,623 shares issued, respectively, and 310,786,227 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	6,432		6,396
Retained earnings (Accumulated deficit)	(3,055)		(2,502)
Accumulated other comprehensive income (loss)	(269)		(316)


Total stockholders' equity (deficit)	(317)		153
Total liabilities and stockholders' equity (deficit)	$	22,990	$	21,802

(1) Hertz Global Holdings, Inc.'s consolidated total assets as of September 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIEs”) of $1.6 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 September 30, 2025 and December 31, 2024 include total liabilities of VIEs of $1.6 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 6, "Debt," for further information.

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024



Revenues	$	2,478	$	2,576	$	6,476	$	7,009
Expenses:
Direct vehicle and operating	1,454		1,470		4,122		4,276
Depreciation of revenue earning vehicles and lease charges, net	457		937		1,407		2,941
Non-vehicle depreciation and amortization	29		34		88		107
Selling, general and administrative	241		189		706		594
Interest expense, net:
Vehicle	161		157		453		447
Non-vehicle	86		89		445		252
Interest expense, net	247		246		898		699

Other (income) expense, net	(1)		5		2		2
(Gain) on sale of non-vehicle capital assets	(39)		—		(128)		—
Legal settlement	(154)		—		(154)		—
Bankruptcy-related litigation reserve	4		288		12		288
Long-Lived Assets impairment	—		1,048		—		1,048
Change in fair value of Public Warrants	6		(21)		130		(272)
Total expenses	2,244		4,196		7,083		9,683
Income (loss) before income taxes	234		(1,620)		(607)		(2,674)
Income tax (provision) benefit	(50)		288		54		291
Net income (loss)	$	184	$	(1,332)	$	(553)	$	(2,383)



Weighted-average common shares outstanding:
Basic	311		307		309		306
Diluted	364		307		309		306
Earnings (loss) per common share:
Basic	$	0.59	$	(4.34)	$	(1.79)	$	(7.79)
Diluted	$	0.42	$	(4.34)	$	(1.79)	$	(7.79)

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss)	$	184	$	(1,332)	$	(553)	$	(2,383)
Other comprehensive income (loss):
Foreign currency translation adjustments	(8)		40		47		(3)







Total other comprehensive income (loss)	(8)		40		47		(3)
Total comprehensive income (loss)	$	176	$	(1,292)	$	(506)	$	(2,386)

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

Unaudited

(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, 2023	—	$	—	305	$	5	$	6,405	$	360	$	(248)	175	$	(3,430)	$	3,092
Net income (loss)	—	—		—	—		—		(186)		—		—	—		(186)
Other comprehensive income (loss)	—	—		—	—		—		—		(40)		—	—		(40)
Net settlement on vesting of restricted stock	—	—		1	—		(2)		—		—		—	—		(2)
Stock-based compensation charges	—	—		—	—		16		—		—		—	—		16

Stock-based compensation forfeitures(1)	—	—		—	—		(68)		—		—		—	—		(68)
March 31, 2024	—	—		306	5		6,351		174		(288)		175	(3,430)		2,812
Net income (loss)	—	—		—	—		—		(865)		—		—	—		(865)
Other comprehensive income (loss)	—	—		—	—		—		—		(3)		—	—		(3)
Net settlement on vesting of restricted stock	—	—		—	—		(2)		—		—		—	—		(2)

Stock-based compensation charges	—	—		—	—		16		—		—		—	—		16
June 30, 2024	—	—		306	5		6,365		(691)		(291)		175	(3,430)		1,958
Net income (loss)	—	—		—	—		—		(1,332)		—		—	—		(1,332)
Other comprehensive income (loss)	—	—		—	—		—		—		40		—	—		40
Net settlement on vesting of restricted stock	—	—		1			(1)		—		—		—	—		(1)
Stock-based compensation charges	—	—		—	—		16		—		—		—	—		16



September 30, 2024	—	$	—	307	$	5	$	6,380	$	(2,023)	$	(251)	175	$	(3,430)	$	681

(1) Represents former chief executive officer ("CEO") awards forfeited in March 2024. See also Note 10, "Stock-Based Compensation."

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

Unaudited

(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 (Deficit)
Balance as of:
December 31, 2024	—	$	—	307	$	5	$	6,396	$	(2,502)	$	(316)	175	$	(3,430)	$	153
Net income (loss)	—	—		—	—		—		(443)		—		—	—		(443)
Other comprehensive income (loss)	—	—		—	—		—		—		15		—	—		15
Net settlement on vesting of restricted stock	—	—		1	—		(3)		—		—		—	—		(3)
Stock-based compensation charges	—	—		—	—		16		—		—		—	—		16



March 31, 2025	—	—		308	5		6,409		(2,945)		(301)		175	(3,430)		(262)
Net income (loss)	—	—		—	—		—		(294)		—		—	—		(294)
Other comprehensive income (loss)	—	—		—	—		—		—		40		—	—		40
Net settlement on vesting of restricted stock	—	—		2	—		(4)		—		—		—	—		(4)
Stock-based compensation charges	—	—		—	—		16		—		—		—	—		16

June 30, 2025	—	—		310	5		6,421		(3,239)		(261)		175	(3,430)		(504)
Net income (loss)	—	—		—	—		—		184		—		—	—		184
Other comprehensive income (loss)	—	—		—	—		—		—		(8)		—	—		(8)
Net settlement on vesting of restricted stock	—	—		1	—		(3)		—		—		—	—		(3)
Stock-based compensation charges	—	—		—	—		14		—		—		—	—		14



September 30, 2025	—	$	—	311	$	5	$	6,432	$	(3,055)	$	(269)	175	$	(3,430)	$	(317)

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(553)	$	(2,383)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net	1,585		3,219
Depreciation and amortization, non-vehicle	88		107
Amortization of deferred financing costs and debt discount (premium)	61		54


Non-cash paid-in-kind ("PIK") interest on Exchangeable Notes	21		—
Stock-based compensation charges	46		48
Stock-based compensation forfeitures	—		(68)
Provision for receivables allowance	86		94
Deferred income taxes, net	(88)		(379)

Long-Lived Assets impairment	—		1,048
(Gain) loss on sale of non-vehicle capital assets	(128)		—
Change in fair value of Public Warrants	130		(272)
Changes in financial instruments	72		(8)

Other	5		(1)
Changes in assets and liabilities:
Non-vehicle receivables	(22)		(45)
Prepaid expenses and other assets	(30)		(20)
Operating lease right-of-use assets	323		281
Non-vehicle accounts payable	43		(18)
Accrued liabilities	59		310
Accrued taxes, net	3		64
Operating lease liabilities	(304)		(308)
Self-insured liabilities	35		87
Net cash provided by (used in) operating activities	1,432		1,810
Cash flows from investing activities:
Revenue earning vehicles expenditures	(7,799)		(7,858)
Proceeds from disposal of revenue earning vehicles	5,970		4,656
Non-vehicle capital asset expenditures	(70)		(81)
Proceeds from disposal of non-vehicle capital assets	177		19



Return of (investment in) equity investments	—		(3)

Net cash provided by (used in) investing activities	(1,722)		(3,267)
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	4,624		3,259
Repayments of vehicle debt	(4,285)		(3,280)
Proceeds from issuance of non-vehicle debt	1,831		3,470
Repayments of non-vehicle debt	(1,378)		(2,234)

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Nine Months Ended September 30,
	2025		2024
Payment of financing costs	(68)		(55)






Purchase of Capped Call Transactions 2030, net	(38)		—
Other	(9)		(4)
Net cash provided by (used in) financing activities	677		1,156
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	29		—
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	416		(301)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,133		1,206
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,549	$	905

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle	$	400	$	385
Non-vehicle	349		222
Income taxes, net of refunds	54		47

Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	200	$	98
Sales of revenue earning vehicles included in vehicle receivables	347		372

Purchases of non-vehicle capital assets included in accounts payable	12		5

Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	39		39

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)


	September 30, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	1,095	$	591
Restricted cash and cash equivalents:
Vehicle	171		258
Non-vehicle	283		283
Total restricted cash and cash equivalents	454		541
Total cash and cash equivalents and restricted cash and cash equivalents	1,549		1,132
Receivables:
Vehicle	428		389
Non-vehicle, net of allowance of $76 and $58, respectively	782		816
Total receivables, net	1,210		1,205

Prepaid expenses and other assets	777		894
Revenue earning vehicles:
Vehicles	14,023		12,714
Less: accumulated depreciation	(1,330)		(751)
Total revenue earning vehicles, net	12,693		11,963
Property and equipment, net	570		623
Operating lease right-of-use assets	2,288		2,088
Intangible assets, net	2,855		2,852
Goodwill	1,045		1,044
Total assets(1)	$	22,987	$	21,801
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable:
Vehicle	$	281	$	161
Non-vehicle	549		481
Total accounts payable	830		642
Accrued liabilities	1,257		1,174
Accrued taxes, net	127		158
Debt:
Vehicle	11,759		11,231
Non-vehicle	5,649		5,104
Total debt	17,408		16,335
Operating lease liabilities	2,292		2,073
Self-insured liabilities	660		617
Deferred income taxes, net	428		476
Total liabilities(1)	23,002		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	4,633		4,598

Retained earnings (Accumulated deficit)	(4,379)		(3,956)
Accumulated other comprehensive income (loss)	(269)		(316)


Total stockholder's equity (deficit)	(15)		326
Total liabilities and stockholder's equity (deficit)	$	22,987	$	21,801

(1) The Hertz Corporation's consolidated total assets as of September 30, 2025 and December 31, 2024 include total assets of VIEs of $1.6 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 September 30, 2025 and December 31, 2024 include total liabilities of VIEs of $1.6 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 6, "Debt," for further information.

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024



Revenues	$	2,478	$	2,576	$	6,476	$	7,009
Expenses:
Direct vehicle and operating	1,454		1,470		4,122		4,276
Depreciation of revenue earning vehicles and lease charges, net	457		937		1,407		2,941
Non-vehicle depreciation and amortization	29		34		88		107
Selling, general and administrative	241		189		706		594
Interest expense, net:
Vehicle	161		157		453		447
Non-vehicle	86		89		445		252
Interest expense, net	247		246		898		699

Other (income) expense, net	(1)		5		2		2
(Gain) on sale of non-vehicle capital assets	(39)		—		(128)		—
Legal settlement	(154)		—		(154)		—
Bankruptcy-related litigation reserve	4		288		12		288
Long-Lived Assets impairment	—		1,048		—		1,048
Total expenses	2,238		4,217		6,953		9,955
Income (loss) before income taxes	240		(1,641)		(477)		(2,946)
Income tax (provision) benefit	(50)		287		54		291
Net income (loss)	$	190	$	(1,354)	$	(423)	$	(2,655)

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss)	$	190	$	(1,354)	$	(423)	$	(2,655)
Other comprehensive income (loss):
Foreign currency translation adjustments	(8)		40		47		(3)







Total other comprehensive income (loss)	(8)		40		47		(3)
Total comprehensive income (loss)	$	182	$	(1,314)	$	(376)	$	(2,658)

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)

Unaudited

(In millions, except share data)


	Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholder's Equity
Balance as of:
December 31, 2023	100	$	—	$	4,610	$	(819)	$	(248)	$	3,543
Net income (loss)	—	—		—		(272)		—		(272)
Other comprehensive income (loss)	—	—		—		—		(40)		(40)
Stock-based compensation charges	—	—		16		—		—		16
Stock-based compensation forfeitures(1)	—	—		(68)		—		—		(68)
Dividends paid to Hertz Holdings	—	—		(2)		—		—		(2)

March 31, 2024	100	—		4,556		(1,091)		(288)		3,177
Net income (loss)	—	—		—		(1,029)		—		(1,029)

Other comprehensive income (loss)	—	—		—		—		(3)		(3)

Stock-based compensation charges	—	—		16		—		—		16

Dividends paid to Hertz Holdings	—	—		(4)		—		—		(4)

June 30, 2024	100	—		4,568		(2,120)		(291)		2,157
Net income (loss)	—	—		—		(1,354)		—		(1,354)

Other comprehensive income (loss)	—	—		—		—		40		40
Stock-based compensation charges	—	—		16		—		—		16
Dividends paid to Hertz Holdings	—	—		(1)		—		—		(1)
September 30, 2024	100	$	—	$	4,583	$	(3,474)	$	(251)	$	858

(1) Represents former chief executive officer ("CEO") awards forfeited in March 2024. See also Note 10, "Stock-Based Compensation."

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)

Unaudited

(In millions, except 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, 2024	100	$	—	$	4,598	$	(3,956)	$	(316)	$	326
Net income (loss)	—	—		—		(434)		—		(434)
Other comprehensive income (loss)	—	—		—		—		15		15
Stock-based compensation charges	—	—		16		—		—		16

Dividends paid to Hertz Holdings	—	—		(3)		—		—		(3)
March 31, 2025	100	—		4,611		(4,390)		(301)		(80)
Net income (loss)	—	—		—		(179)		—		(179)
Other comprehensive income (loss)	—	—		—		—		40		40
Stock-based compensation charges	—	—		16		—		—		16
Dividends paid to Hertz Holdings	—	—		(4)		—		—		(4)
June 30, 2025	100	—		4,623		(4,569)		(261)		(207)
Net income (loss)	—	—		—		190		—		190
Other comprehensive income (loss)	—	—		—		—		(8)		(8)
Stock-based compensation charges	—	—		14		—		—		14
Dividends paid to Hertz Holdings	—	—		(4)		—		—		(4)
September 30, 2025	100	$	—	$	4,633	$	(4,379)	$	(269)	$	(15)

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(423)	$	(2,655)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net	1,585		3,219
Depreciation and amortization, non-vehicle	88		107
Amortization of deferred financing costs and debt discount (premium)	61		54


Non-cash PIK interest on Exchangeable Notes	21		—
Stock-based compensation charges	46		48
Stock-based compensation forfeitures	—		(68)
Provision for receivables allowance	86		94
Deferred income taxes, net	(88)		(379)

Long-Lived Assets impairment	—		1,048

(Gain) loss on sale of non-vehicle capital assets	(128)		—
Changes in financial instruments	72		(8)
Other	6		(1)
Changes in assets and liabilities:
Non-vehicle receivables	(22)		(45)
Prepaid expenses and other assets	(28)		(20)
Operating lease right-of-use assets	323		281
Non-vehicle accounts payable	43		(18)
Accrued liabilities	59		310
Accrued taxes, net	3		67
Operating lease liabilities	(304)		(308)
Self-insured liabilities	35		87
Net cash provided by (used in) operating activities	1,435		1,813
Cash flows from investing activities:
Revenue earning vehicles expenditures	(7,799)		(7,858)
Proceeds from disposal of revenue earning vehicles	5,970		4,656
Non-vehicle capital asset expenditures	(70)		(81)
Proceeds from disposal of non-vehicle capital assets	177		19



Return of (investment in) equity investments	—		(3)


Net cash provided by (used in) investing activities	(1,722)		(3,267)
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	4,624		3,259
Repayments of vehicle debt	(4,285)		(3,280)
Proceeds from issuance of non-vehicle debt	1,831		3,470
Repayments of non-vehicle debt	(1,378)		(2,234)
Payment of financing costs	(68)		(55)

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Nine Months Ended September 30,
	2025		2024
Purchase of Capped Call Transactions 2030, net	(38)		—
Dividends paid to Hertz Holdings	(11)		(7)


Net cash provided by (used in) financing activities	675		1,153
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	29		—
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	417		(301)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,132		1,206
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,549	$	905

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle	$	400	$	385
Non-vehicle	349		222
Income taxes, net of refunds	54		47

Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	200	$	98
Sales of revenue earning vehicles included in vehicle receivables	347		372
Purchases of non-vehicle capital assets included in accounts payable	12		5
Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	39		39

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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1—Background

Hertz Global Holdings, Inc. ("Hertz Global" when including its subsidiaries and VIEs and "Hertz Holdings" when excluding its subsidiaries and VIEs) 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" and interchangeably with Hertz Global, the "Company"), 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 United States ("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—Basis of Presentation and Recently Issued Accounting Pronouncements

Basis of Presentation

This Quarterly Report on Form 10-Q ("Quarterly Report") combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2025 of Hertz Global and Hertz. Hertz Global consolidates Hertz for financial statement purposes and, therefore, disclosures that relate to activities of Hertz also apply to Hertz Global. In the sections that combine disclosure of Hertz Global and Hertz, this Quarterly Report refers to actions as being actions of the Company, or Hertz Global, which is appropriate because the business is one enterprise and Hertz Global operates the business through Hertz. When appropriate, Hertz Global and Hertz are named specifically for their individual disclosures and any significant differences between the operations and results of Hertz Global and Hertz are separately disclosed and explained.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The Company's vehicle rental operations are typically a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months for the majority of countries where the Company generates revenues.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.

The December 31, 2024 unaudited condensed consolidated balance sheet data is derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP. The information included in this Quarterly Report should be read in conjunction with information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K"), as filed with the Securities and Exchange Commission ("SEC") on February 18, 2025.

Principles of Consolidation

The unaudited condensed 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 unaudited condensed 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

deemed the primary beneficiary of the VIE. All significant intercompany transactions have been eliminated in consolidation.

Recently Issued Accounting Pronouncements

Not yet adopted

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board ("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. The Company intends to adopt the guidance when it becomes effective using a retrospective application and will include the required disclosures in its Annual Report on Form 10-K for the year ending 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 assessing the overall impact of adopting this guidance on its 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.

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 unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025. 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. 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 unaudited condensed consolidated balance sheet as of September 30, 2025.

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Unaudited

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 unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2025. The sales qualified for sale-leaseback accounting, in which the leasebacks were classified as operating leases with then expected terms of 50 years, inclusive of extensions the Company intends to exercise, and 15 years, respectively.

The Company expects to continue to evaluate and complete, when deemed appropriate, sales and lease backs of certain non-vehicle capital assets through the end of 2025.

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 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, right-of-use (“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 unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2024, of which $865 million and $183 million related to the Americas RAC and International RAC segments, respectively. As the Long-Lived Assets impairment was recognized as of August 31, 2024, depreciation expense during the third quarter of 2024 included two months of depreciation at pre-impairment rates and one month at post-impairment rates.

Note 5—Revenue Earning Vehicles

The components of revenue earning vehicles, net are as follows:


(In millions)	September 30, 2025		December 31, 2024
Revenue earning vehicles	$	13,869	$	12,424
Less accumulated depreciation	(1,330)		(751)
	12,539		11,673
Revenue earning vehicles held for sale, net(1)	154		290
Revenue earning vehicles, net(2)	$	12,693	$	11,963

(1) Represents the carrying amount of vehicles classified as held for sale as of the respective balance sheet date.

(2) Includes an impairment charge recognized against the Company's revenue earning vehicles in the third quarter of 2024.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Depreciation of revenue earning vehicles and lease charges, net includes the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2025		2024		2025		2024
Depreciation of revenue earning vehicles	$	420	$	827	$	1,317	$	2,355
(Gain) loss on disposal of revenue earning vehicles(1)(2)	4		97		25		555
Rents paid for vehicles leased	33		13		65		31
Depreciation of revenue earning vehicles and lease charges, net	$	457	$	937	$	1,407	$	2,941

(1) Includes costs associated with vehicle sales of $49 million and $203 million for the three and nine months ended September 30, 2025, respectively. Includes costs associated with vehicle sales of $59 million and $158 million for the three and nine months ended September 30, 2024, respectively.

(2) Includes the write-down to fair value for vehicles classified as held for sale, including the EV Disposal Groups for the nine months ended September 30, 2024, as defined and disclosed below.

Electric Vehicles Held for Sale

In December 2023, the Company identified a group of electric vehicles ("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. During the nine months ended September 30, 2024, the Company incurred incremental charges, primarily in the first half of 2024, of $176 million for the write-down on the vehicles, of which $165 million and $11 million were associated with the Americas RAC and International RAC segments, respectively, and $47 million for losses incurred on the vehicles sold, primarily in the Americas RAC segment in the first half of 2024. These amounts are included in Depreciation of revenue earning vehicles and lease charges, net in the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 30, 2024. The Company substantially completed the sale of the EV Disposal Groups as of December 31, 2024.

Note 6—Debt

The Company's debt, including its credit facilities, consists of the following ($ in millions) as of September 30, 2025 and December 31, 2024:


Facility	Weighted-Average Interest Rate as of September 30, 2025	Fixed or Floating Interest Rate	Maturity	September 30, 2025	December 31, 2024
Non-Vehicle Debt
First Lien RCF	8.33%	Floating	3/2028	210	$	175
Term B Loan	8.07%	Floating	6/2028	1,245	1,255
Incremental Term B Loan	8.06%	Floating	6/2028	491	495
Term C Loan	8.07%	Floating	6/2028	245	245
First Lien Senior Notes	12.63%	Fixed	7/2029	1,250	1,250
Exchangeable Notes Due 2029(1)	8.00%	Fixed	7/2029	271	250
Exchangeable Notes Due 2030(2)	5.50%	Fixed	10/2030	425	—
Senior Notes Due 2026	4.63%	Fixed	12/2026	500	500
Senior Notes Due 2029	5.00%	Fixed	12/2029	1,000	1,000
Other Non-Vehicle Debt(3)(4)	9.02%	Fixed	6/2065	6	—

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited


Facility	Weighted-Average Interest Rate as of September 30, 2025	Fixed or Floating Interest Rate	Maturity	September 30, 2025		December 31, 2024
Fair Value of the Exchange Features 2029(5)	N/A	N/A	N/A	145		61
Fair Value of the Exchange Feature 2030(6)	N/A	N/A	N/A	104		—
Unamortized Debt Issuance Costs(7) and Net (Discount) Premium(8)				(243)		(127)
Total Non-Vehicle Debt				5,649		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(9)	5.92%	Floating	5/2027	2,007		2,162
HVF III Series 2021-A Class B(9)	9.28%	Fixed	8/2027	300		188
				2,307		2,350
HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2021-2(9)	2.12%	Fixed	12/2026	2,000		2,000
HVF III Series 2022-1(9)	N/A	N/A	N/A	—		750
HVF III Series 2022-2(9)	2.78%	Fixed	6/2027	750		750
HVF III Series 2022-4(9)	N/A	N/A	N/A	—		667
HVF III Series 2022-5(9)	4.39%	Fixed	9/2027	364		364
HVF III Series 2023-1(9)	6.17%	Fixed	6/2026	500		500
HVF III Series 2023-2(9)	6.30%	Fixed	9/2028	300		300
HVF III Series 2023-3(9)	6.46%	Fixed	2/2027	500		500
HVF III Series 2023-4(9)	6.66%	Fixed	3/2029	500		500
HVF III Series 2024-1(9)	5.98%	Fixed	1/2028	375		375
HVF III Series 2024-2(9)	6.03%	Fixed	1/2030	375		375
HVF III Series 2025-1(9)	5.36%	Fixed	9/2028	500		—
HVF III Series 2025-2(9)	5.61%	Fixed	9/2030	500		—
HVF III Series 2025-3(9)	5.54%	Fixed	12/2028	375		—
HVF III Series 2025-4(9)	5.92%	Fixed	12/2030	310		—
				7,349		7,081
Vehicle Debt - Other

European ABS(9)	4.35%	Floating	4/2027	1,211		1,037
Hertz Canadian Securitization(9)	4.42%	Floating	4/2027	383		292
Australian Securitization(9)	5.21%	Floating	6/2027	219		207
New Zealand RCF	5.96%	Floating	8/2027	57		63
U.K. Financing Facility	N/A	N/A	N/A	—		153
U.K. ABS	5.86%	Floating	12/2026	154		—
Other Vehicle Debt(10)	6.38%	Floating	10/2025 - 7/2028	124		97
				2,148		1,849
Unamortized Debt Issuance Costs and Net (Discount) Premium				(45)		(49)
Total Vehicle Debt				11,759		11,231
Total Debt				$	17,408	$	16,335

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

(1) The effective interest rate of the Exchangeable Notes Due 2029, inclusive of the bifurcated Exchange Features 2029, as defined and disclosed in Note 12, "Fair Value Measurements," and PIK interest, was approximately 16.4% and 15.0% as of September 30, 2025 and December 31, 2024, respectively.

(2) The effective interest rate of the Exchangeable Notes Due 2030, inclusive of the bifurcated Exchange Feature 2030, as defined and disclosed below, was approximately 12.0% as of September 30, 2025.

(3) Other non-vehicle debt as of September 30, 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."

(4) Reflects the effective interest rate of other non-vehicle debt.

(5) Reflects the fair value of the Exchange Features 2029, as defined and disclosed in Note 12, "Fair Value Measurements."

(6) Reflects the fair value of the Exchange Feature 2030, which was bifurcated from the Exchangeable Notes Due 2030, as defined and disclosed below.

(7) Includes $8 million and $9 million of unamortized debt issuance costs associated with the Exchangeable Notes Due 2029 as of September 30, 2025 and December 31, 2024, respectively. Also includes $21 million of unamortized debt issuance costs associated with the Exchangeable Notes Due 2030 as of September 30, 2025.

(8) Includes $4 million of unamortized debt discount associated with the Exchangeable Notes Due 2029 as of September 30, 2025 and December 31, 2024.

(9) 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.

(10) Other vehicle debt is primarily comprised of $91 million and $94 million in finance lease obligations as of September 30, 2025 and December 31, 2024, respectively.

Non-Vehicle Debt

First Lien Credit Agreement / First Lien RCF

On April 1, 2025, an amendment to the credit agreement governing the First Lien RCF ("the First Lien Credit Agreement"), which was entered into in April 2024 ("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 a financial covenant consisting of a ratio of first lien debt to Consolidated EBITDA ("the First Lien Ratio"), as defined within the First Lien Credit Agreement and may be materially different than Adjusted Corporate EBITDA presented in Part I, Item 2 of this Quarterly Report, to require a ratio of less than or equal to 5.0x in the second and third quarters of 2024 and 4.75x 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 3.0x in the first and last quarters of the calendar year and 3.5x in the second and third quarters of the calendar year.

In May 2025, the First Lien Credit Agreement was amended ("Amendment No. 10"), which provides 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 makes 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 is $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).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Exchangeable Notes Due 2029

In June 2024, Hertz issued $250 million in aggregate principal amount of 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes Due 2029"). The Exchangeable Notes Due 2029 bear PIK interest payable semi-annually in arrears on January 15 and July 15 (the "Semi-annual PIK Event"), which began in January 2025, where PIK interest increases the principal amount of the Exchangeable Notes Due 2029 upon each Semi-annual PIK Event. In connection with Semi-annual PIK Event in the first and third quarters of 2025, the Company increased the principal amount of the Exchangeable Notes Due 2029 by $11 million and $10 million, respectively.

Additionally, for each Semi-annual PIK Event, the Company bifurcates an associated embedded derivative (the "Exchange Feature 2029 PIK") from the Exchangeable Notes Due 2029 for accounting purposes utilizing applicable guidance. As a result, the Company recognized a debt discount of $11 million within Non-vehicle debt in the accompanying unaudited consolidated balance sheet as of September 30, 2025, representing the initial fair value. Refer to Note 12, "Fair Value Measurements," for further details.

The net carrying amount of the Exchangeable Notes Due 2029 consists of the following:



(In millions)	September 30, 2025		December 31, 2024
Principal	$	250	$	250
Non-cash PIK interest	21		—
Unamortized debt discounts and debt issuance costs(1)	(81)		(78)
Fair value of the Exchange Features 2029(2)	145		61
Net carrying amount	$	335	$	233

(1) Debt discounts, including the initial fair value, at issuance, of the Exchange Features 2029, as defined in Note 12, "Fair Value Measurements," and 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) As defined and further disclosed in Note 12, "Fair Value Measurements."

Interest expense recognized for the Exchangeable Notes Due 2029 consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2025		2024		2025		2024
Contractual interest expense	$	6	$	5	$	16	$	5
Amortization of debt discounts and debt issuance costs	2		2		7		2
(Gain) loss on fair value of the Exchange Features 2029(1)	(38)		(14)		73		(14)
Total	$	(30)	$	(7)	$	96	$	(7)

(1) As defined and further disclosed in Note 12, "Fair Value Measurements."

Exchangeable Notes Due 2030

In September 2025, Hertz issued $425 million in aggregate principal amount of 5.500% Exchangeable Senior Notes due 2030 (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 (the "Maturity Date"), unless earlier repurchased, redeemed or exchanged (the "Exchange Feature 2030"), in accordance with their terms prior to the Maturity Date.

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Unaudited

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. 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, 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 within non-vehicle debt representing the initial fair value of the Exchange Feature 2030. As of September 30, 2025, the fair value of the Exchange Feature 2030 was $104 million. Refer to Note 12, "Fair Value Measurements," for further details.

The net carrying amount of the Exchangeable Notes Due 2030 consists of the following:



(In millions)	September 30, 2025
Principal	$	425
Unamortized debt discounts and debt issuance costs(1)	(124)
Fair value of the Exchange Feature 2030(2)	104
Net carrying amount	$	405

(1) Debt discounts, including the initial fair value, at issuance, of the Exchange Feature 2030, and 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) As further disclosed in Note 12, "Fair Value Measurements."

Interest expense recognized for the Exchangeable Notes Due 2030 consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2025		2024		2025		2024
Contractual interest expense	$	—	$	—	$	—	$	—
Amortization of debt discounts and debt issuance costs	—		—		—		—
(Gain) loss on fair value of the Exchange Feature 2030(1)	1		—		1		—
Total	$	1	$	—	$	1	$	—

(1) As further disclosed in Note 12, "Fair Value Measurements."

Vehicle Debt

HVF III U.S. Vehicle Variable Funding Notes

In May 2025, Hertz Vehicle Financing III LLC ("HVF III"), a wholly owned, special-purpose and bankruptcy-remote subsidiary of Hertz, amended the HVF III Series 2021-A Notes, which provides for the extension of the maturity date

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Unaudited

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.

There is subordination within each of the preceding series based on class.

Vehicle Debt-Other

European ABS

In May 2025, International Fleet Financing No. 2 BV ("IFF No. 2"), an indirect, special-purpose subsidiary of Hertz, amended the European ABS, which provides 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 in 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

In May 2025, TCL Funding Limited Partnership, a bankruptcy-remote, indirect, wholly owned and special-purpose subsidiary of Hertz, amended the Hertz Canadian Securitization to increase the aggregate maximum borrowings from CAD$475 million to CAD$588 million until November 2025, reverting to CAD$475 million thereafter until the extended maturity date of April 2027.

Australian Securitization

In June 2025, HA Fleet Pty Limited, an indirect wholly-owned subsidiary of Hertz, amended the Australian Securitization to extend the maturity date to June 2027.

New Zealand RCF

In August 2025, Hertz New Zealand Holdings, an indirect wholly-owned subsidiary of Hertz, amended the New Zealand RCF to extend the maturity date to August 2027.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

U.K. ABS

In December 2024, Hertz Fleet Financing UK Limited (“HFF”), a special-purpose orphan entity, 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.

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 September 30, 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	$	1,119	$	1,119
Total Non-Vehicle Debt	1,119		1,119
Vehicle Debt
HVF III Series 2021-A	853		—
European ABS	322		—
Hertz Canadian Securitization	38		—
Australian Securitization	3		—
New Zealand RCF	13		—

U.K. ABS	134		—
Other Vehicle Debt	24		—
Total Vehicle Debt	1,387		—
Total	$	2,506	$	1,119

Letters of Credit

As of September 30, 2025, there were outstanding standby letters of credit totaling $984 million comprised primarily of $671 million issued under the First Lien RCF and $245 million issued under the Term C Loan. As of September 30, 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

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Unaudited

facilities and to support the Company's insurance programs, as well as to support the Company's vehicle rental concessions and leaseholds. As of September 30, 2025, none of the issued letters of credit have been drawn upon.

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 unaudited condensed consolidated financial statements. As of September 30, 2025 and December 31, 2024, IFF No. 2 had total assets of $1.4 billion, comprised primarily of intercompany receivables, and total liabilities of $1.4 billion, 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 September 30, 2025 and December 31, 2024, HFF had total assets of $193 million and $2 million, respectively, comprised primarily of intercompany receivables, and total liabilities of $193 million and $2 million, respectively, comprised primarily of debt.

Covenant Compliance

The First Lien Credit Agreement requires Hertz to comply with the following financial covenant: the First Lien Ratio, which requires a ratio of less than or equal to 3.0x in the first and last quarters of the calendar year and 3.5x 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 sunset, as expected, 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 September 30, 2025, Hertz was in compliance with the First Lien Ratio. As of September 30, 2025, Hertz was in compliance with the minimum liquidity covenant, as disclosed above.

Additionally, the First Lien Credit Agreement, the First Lien Senior Notes, the Exchangeable Notes Due 2029, the Exchangeable Notes Due 2030, the Senior Notes Due 2026 and the Senior Notes Due 2029 (collectively, the "Corporate Indebtedness") contain 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 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.

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Unaudited

As of September 30, 2025, the Company was in compliance with all covenants under the terms of the agreements governing the respective Corporate Indebtedness.

Note 7—Leases

Lessor

The Company enters into certain agreements as a lessor under which it rents vehicles and leases fleets to customers. The following table summarizes the amount of operating lease income and other income included in total revenues in the accompanying unaudited condensed consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2025		2024		2025		2024
Operating lease income from vehicle rentals	$	2,232	$	2,330	$	5,846	$	6,343
Variable operating lease income	170		176		440		480
Revenue accounted for under Topic 842	2,402		2,506		6,286		6,823
Revenue accounted for under Topic 606	76		70		190		186
Total revenues	$	2,478	$	2,576	$	6,476	$	7,009

Lessee

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.

The Company expects to continue to evaluate and complete, when deemed appropriate, sales and lease backs of certain non-vehicle capital assets through the end of 2025.

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 September 30, 2025:


Weighted-average remaining lease term (in years)	11.3
Weighted-average discount rate	11.63	%

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Unaudited

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 September 30, 2025:


(In millions)
Remainder 2025	$	160
2026	586
2027	498
2028	420
2029	356
After 2029	2,592
Total lease payments	4,612
Interest	(2,320)
Operating lease liabilities as of September 30, 2025	$	2,292

Note 8—Income Tax (Provision) Benefit

Hertz Global

For the three months ended September 30, 2025, Hertz Global recorded a tax provision of $50 million, which resulted in an effective tax rate of 21%. For the three months ended September 30, 2024, Hertz Global recorded a tax benefit of $288 million, which resulted in an effective tax rate of 18%.

The change in taxes for the three months ended September 30, 2025 compared to the same period in 2024 was driven primarily by higher pretax income offset by lower valuation allowances on deferred tax assets.

For the nine months ended September 30, 2025, Hertz Global recorded a tax benefit of $54 million, which resulted in an effective tax rate of 9%. For the nine months ended September 30, 2024, Hertz Global recorded a tax benefit of $291 million, which resulted in an effective tax rate of 11%.

The change in taxes in the nine months ended September 30, 2025 compared to the same period in 2024 was driven primarily by lower pretax loss, non-taxable changes in the fair value of Public Warrants and exchangeable debt, and lower EV credits, offset with lower valuation allowances on deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, reinstating full bonus depreciation, allowing interest deductions based on EBITDA, expensing R&D costs and modifying certain international provisions of the Internal Revenue 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. These provisions are also expected to increase deferred tax assets, such as net operating losses, and may necessitate additional valuation allowances depending on future taxable income and loss trends.

Hertz

For the three months ended September 30, 2025, Hertz recorded a tax provision of $50 million, which resulted in an effective tax rate of 21%. For the three months ended September 30, 2024, Hertz recorded a tax benefit of $287 million, which resulted in an effective tax rate of 17%.

The change in taxes for the three months ended September 30, 2025 compared to the same period in 2024 was driven primarily by driven primarily by higher pretax income offset by lower valuation allowances on deferred tax assets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

For the nine months ended September 30, 2025, Hertz recorded a tax benefit of $54 million, which resulted in an effective tax rate of 11%. For the nine months ended September 30, 2024, Hertz recorded a tax benefit of $291 million, which resulted in an effective tax rate of 10%

The change in taxes in the nine months ended September 30, 2025 compared to the same period in 2024 was driven primarily by driven primarily by lower pretax loss and lower EV credits, offset with lower valuation allowances on deferred tax assets.

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 Internal Revenue 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. These provisions are also expected to increase deferred tax assets, such as net operating losses, and may necessitate additional valuation allowances depending on future taxable income and loss trends.

Note 9—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global

Public Warrants

As of September 30, 2025, approximately 82,700,000 Public Warrants remain outstanding with an exercise price of $13.61. There have been approximately 6,300,000 Public Warrants exercised since their original issuance in June 2021. The Public Warrants are recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. See Note 12, "Fair Value Measurements."

At-the-Market ("ATM") Equity Offering Program

In May 2025, Hertz Global filed a Form S-3 Registration Statement as well as prospectuses 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 agreement with various banking institutions, acting as the Company's agents, through an at-the-market offering program (the "ATM Program"). As of September 30, 2025, no shares of Hertz Global common stock had been sold under the ATM Program.

Computation of 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, Exchangeable Notes Due 2029 and Exchangeable Notes Due 2030, 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 Exchangeable Notes Due 2029 and Exchangeable Notes Due 2030 are computed using the if-converted method. Additionally, the Company removes the income or expense impacts related to Public Warrants, Exchangeable Notes Due 2029 and Exchangeable Notes Due 2030 when computing diluted earnings (loss) per common share, when the impacts are dilutive.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

The following table sets forth the computation of basic and diluted earnings (loss) per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)(1)	2025		2024		2025		2024
Numerator:
Net income (loss) available to Hertz Global common stockholders, basic	$	184	$	(1,332)	$	(553)	$	(2,383)

Impact of Exchangeable Notes Due 2029	(30)		—		—		—

Net income (loss) available to Hertz Global common stockholders, diluted	$	154	$	(1,332)	$	(553)	$	(2,383)
Denominator:
Basic and diluted weighted-average common shares outstanding	311		307		309		306
Dilutive effect of stock options, RSUs and PSUs	12		—		—		—

Dilutive effect of Exchangeable Notes Due 2029	41		—		—		—

Diluted weighted-average shares outstanding	364		307		309		306
Antidilutive Public Warrants(2)	83		83		83		83
Antidilutive stock options, RSUs and PSUs	5		15		17		13
Antidilutive shares related to Exchangeable Notes Due 2029	—		38		40		13
Antidilutive shares related to Exchangeable Notes Due 2030	1		—		—		—
Total antidilutive	88		136		140		108
Earnings (loss) per common share:
Basic	$	0.59	$	(4.34)	$	(1.79)	$	(7.79)
Diluted	$	0.42	$	(4.34)	$	(1.79)	$	(7.79)

(1) This table 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 three and nine months ended September 30, 2024.

Note 10—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. In 2021, Hertz Global's Board of Directors (the "Board") approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of September 30, 2025, 36,966,397 shares of the Company's common stock were authorized and remain available for future grants under the 2021 Omnibus Plan. Vesting of the outstanding equity awards is also subject to accelerated vesting as set forth in the 2021 Omnibus Plan.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2025		2024		2025		2024
Employee compensation expense(1)	$	14	$	15	$	45	$	(21)
Income tax (benefit) expense	(2)		(2)		(5)		(7)
Employee compensation expense, net	$	12	$	13	$	40	$	(28)

(1) For the nine months ended September 30, 2024, includes $68 million of former CEO awards forfeited in March 2024.

As of September 30, 2025, there was $102 million of total unrecognized employee compensation expense 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 the outstanding awards.

Stock Options and Stock Appreciation Rights

A summary of stock option activity under the 2021 Omnibus Plan for the nine months ended September 30, 2025 is presented below.


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2025	1,702,418	$	26.17	6.7	$	—
Granted	—	—		0.0	—
Exercised	—	—		0.0	—
Forfeited or Expired	(347,858)	26.17		0.0	—
Outstanding as of September 30, 2025	1,354,560	26.17		5.5	—
Exercisable as of September 30, 2025	(1,354,560)	26.17		5.5	—
Non-vested as of September 30, 2025	—

Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")

A summary of the PSU activity for the nine months ended September 30, 2025 under the 2021 Omnibus Plan is presented below. As of September 30, 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)	1,354,789	4.10		—
Vested	(109,431)	20.38		—
Forfeited or Expired	(969,952)	5.68		—
Outstanding as of September 30, 2025	5,473,319	4.04		37

(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. For grants issued in 2025, vesting eligibility is based on market, performance and service conditions of primarily three years.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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.

Restricted Stock and Restricted Stock Units ("RSUs")

A summary of RSU activity for the nine months ended September 30, 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	14,470,605	4.24		—
Vested	(5,771,750)	6.77		—
Forfeited or Expired	(3,758,719)	5.49		—
Outstanding as of September 30, 2025	26,050,523	4.87		177

Additional information pertaining to RSU activity is as follows:


	Nine Months Ended September 30,
	2025		2024
Total fair value of awards that vested (in millions)	$	39	$	26
Weighted-average grant-date fair value of awards granted	$	4.24	$	5.44

RSU grants issued in 2025 vest ratably over a period of primarily three years.

Deferred Stock Units

As of September 30, 2025, there were approximately 343,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 11—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.

None of the Company's financial instruments have been designated as hedging instruments as of September 30, 2025 and December 31, 2024. The Company classifies cash flows from financial instruments according to the classification of the cash flows of the economically hedged item(s).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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 6, "Debt," and concurrently entered into privately negotiated cash-settled capped call transactions (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 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 12, "Fair Value Measurements," for additional information.

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Unaudited

Fair Value

The following table summarizes the estimated fair value of financial instruments:


	Fair Value of Financial Instruments
	Asset Derivatives				Liability Derivatives
(In millions)	September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
Interest rate instruments(1)	$	—	$	2	$	—	$	—
Foreign currency forward contracts(1)	1		1		3		6
Exchange Features 2029 related to Exchangeable Notes Due 2029(2)	—		—		145		61
Exchange Feature 2030 related to Exchangeable Notes Due 2030(3)	—		—		104		—
Capped Call Transactions 2030(4)	37		—		—		—
Total	$	38	$	3	$	252	$	67

(1) Asset derivatives are recorded in Prepaid expenses and other assets and liability derivatives are recorded in Accrued liabilities in the accompanying unaudited condensed consolidated balance sheets.

(2) The Exchange Features 2029, as defined and further disclosed in Note 12, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes Due 2029 and are recorded in Non-vehicle debt in the accompanying unaudited condensed consolidated balance sheets.

(3) The Exchange Feature 2030, as disclosed in Note 6, "Debt," was bifurcated as a derivative from the Exchangeable Notes Due 2030 and is recorded in Non-vehicle debt in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2025.

(4) The Capped Call Transactions 2030 were entered into in connection with the Exchangeable Notes Due 2030, as disclosed in Note 6, "Debt," and are recorded in Prepaid expenses and other assets in the accompanying unaudited condensed consolidated balance sheet as of September 30, 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
		Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)		2025		2024		2025		2024
Interest rate instruments	Vehicle interest expense, net	$	(1)	$	(3)	$	(4)	$	(5)
Foreign currency forward contracts	Selling, general and administrative expense	7		4		9		(5)
Exchange Features 2029 related to Exchangeable Notes Due 2029(1)	Non-vehicle interest expense, net	38		14		(73)		14
Exchange Feature 2030 related to Exchangeable Notes Due 2030(2)	Non-vehicle interest expense, net	(1)		—		(1)		—

Total		$	43	$	15	$	(69)	$	4

(1) The Exchange Features 2029, as defined and further disclosed in Note 12, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes Due 2029.

(2) The Exchange Feature 2030, as further disclosed in Note 12, "Fair Value Measurements," was bifurcated as a derivative from the Exchangeable Notes Due 2030.

Gains and losses associated with the Capped Call Transactions 2030 are recorded in Non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statements of operations. During the three and nine months ended September 30, 2025, no gains or losses were recognized for the Capped Call Transactions 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

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Unaudited

liabilities in its unaudited condensed consolidated balance sheets, and the potential effect of the Company’s use of the master netting arrangements is not material.

Note 12—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).



	September 30, 2025				December 31, 2024
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Other Non-Vehicle Debt	$	4,947	4,597		$	4,920	$	4,399
Exchangeable Notes Due 2029	271		370		250		289
Exchangeable Notes Due 2030	425		429		—		—
Total Non-Vehicle Debt	5,643		5,396		5,170		4,688
Vehicle Debt	11,804		11,756		11,280		11,100
Total	$	17,447	$	17,152	$	16,450	$	15,788

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:


	September 30, 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	$	583	$	—	$	—	$	583	$	229	$	—	$	—	$	229
Capped Call Transactions 2030	$	—	$	—	$	37	$	37	$	—	$	—	$	—	$	—

Liabilities:
Public Warrants	$	308	$	—	$	—	$	308	$	178	$	—	$	—	$	178
Exchange Features 2029	$	—	$	—	$	145	$	145	$	—	$	—	$	61	$	61
Exchange Feature 2030	$	—	$	—	$	104	$	104	$	—	$	—	$	—	$	—

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Unaudited

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 unaudited condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity. See Note 9, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information. The Company calculates the fair value based on the end-of-day quoted market price (i.e., a Level 1 input). For the three and nine months ended September 30, 2025, the fair value adjustments included losses of $6 million and $130 million, respectively. For the three and nine months ended September 30, 2024, the fair value adjustments included gains of $21 million and $272 million, respectively. These amounts are recorded in Change in fair value of Public Warrants in the accompanying unaudited condensed consolidated statements of operations for Hertz Global for the three and nine months ended September 30, 2025 and 2024.

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 6, "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 a debt discount of $3 million and $8 million, respectively, within non-vehicle debt, representing the initial fair values.

As of September 30, 2025, the fair value of the Exchange Feature 2029 and the Exchange Feature 2029 PIK (collectively, the "Exchange Features 2029") was $145 million. Refer also to Note 11, "Financial Instruments," for further information.

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 in the fair value hierarchy.

The estimated fair values of the Exchange Features 2029 were computed using the following key inputs as of September 30, 2025 and December 31, 2024:


	September 30, 2025			December 31, 2024
Hertz Global common share price	$	6.80		$	3.66
Expected term (years)	3.79			4.54
Risk-free interest rate	3.66		%	4.35		%
Credit spread	8.29		%	8.55		%
Expected volatility	35.00		%	48.75		%

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Unaudited

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 2029
Balance as of December 31, 2023	$	—
Initial recognition of derivative	68
(Gain) loss in fair value recognized in earnings	(7)
Balance as of December 31, 2024	61
Initial recognition of derivative	3
(Gain) loss in fair value recognized in earnings(1)	6
Balance as of March 31, 2025	70
(Gain) loss in fair value recognized in earnings(1)	105
Balance as of June 30, 2025	175
Initial recognition of derivative	8
(Gain) loss in fair value recognized in earnings(2)	(38)
Balance as of September 30, 2025	$	145

(1) Included in Non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025.

(2) Included in Non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 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 6, "Debt," and Note 11, "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 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 upon issuance and as of September 30, 2025:


	Issuance			September 30, 2025
Hertz Global common share price	$	6.84		$	6.80
Expected term (years)	5.01			5.00
Risk-free interest rate	3.74		%	3.74		%
Credit spread	8.36		%	8.43		%
Expected volatility	35.00		%	35.00		%

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Unaudited

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 June 30, 2025	$	—
Initial recognition of derivative	103
(Gain) loss in fair value recognized in earnings(1)	1
Balance as of September 30, 2025	$	104

(1) Included in Non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

Capped Call Transactions 2030

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 upon issuance:


	September 30, 2025
Hertz Global common share price	$	6.80
Expected term (years)	5.00


Risk-free interest rate	3.74		%
Dividend yield	—		%
Expected volatility	36.00		%

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.

During the three and nine months ended September 30, 2025, no gains or losses were recognized for the Capped Call Transactions 2030. 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 June 30, 2025	$	—
Initial recognition of derivative	37

Balance as of September 30, 2025	$	37

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Financial Instruments

The fair value of the Company's financial instruments as of September 30, 2025 and December 31, 2024 are disclosed in Note 11, "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

In March 2024, the Company identified the EV Disposal Groups which were in response to management's determination that the supply of EVs exceeded customer demand, elevated EV damage and collision costs, and a decline in EV residual values. As a result, the EV Disposal Groups 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.

Note 13—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 unaudited condensed 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 September 30, 2025 and December 31, 2024, the Company's liability recorded for self-insured liabilities was $660 million and $617 million, of which $524 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 which the Company was a party during the three months ended September 30, 2025 or the period after September 30, 2025, but before the filing of this Quarterly 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

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Unaudited

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. As a result, the Company has accrued approximately $334 million for this litigation as of September 30, 2025, made up of approximately $260 million on the underlying claims and approximately $74 million in pre-judgment interest, which interest will continue to accrue until the date of any judgment that may be entered by the Delaware Bankruptcy Court. On October 15, 2024, the Company filed a petition with the Third Circuit for a rehearing en banc, which the Third Circuit denied on November 6, 2024. 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 also announced its intent to seek review of the Third Circuit's decision by the Supreme Court of the United States (the "U.S. Supreme Court"). As previously disclosed, the Company commenced negotiations with certain holders of the Unsecured Notes (the "Noteholders") with respect to a possible settlement of this litigation. The Company did not reach an agreement with the Noteholders, and there can be no assurance that the parties will agree to a settlement. The Company filed a petition for writ of certiorari with the U.S. Supreme Court on April 4, 2025. Wells Fargo filed a brief in opposition to the Company’s petition on April 29, 2025, and the Company filed its reply brief on May 13, 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, or CVSG, on whether it should grant the petition for a writ of certiorari. The Company cannot predict the ultimate outcome or timing of this litigation; if, however, the Delaware Bankruptcy Court were to enter judgment against Hertz, payment of such judgment could have a material adverse effect on the Company's financial condition, results of operations or cash flows.

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, 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 pending in Delaware Superior Court, Hertz Global Holdings, Inc., et al. v. ACE American Insurance Co., et al., C.A.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

No. N22C-05-130 MMJ (CCLD). On June 30, 2023, Hertz entered into a confidential settlement agreement with ACE American Insurance Company. On July 10, 2024, the Delaware Superior Court held a hearing on cross-motions for partial summary judgment and summary judgment. The Company entered into confidential settlement agreements with some of the remaining insurers before and after the hearing. On October 8, 2024, the Delaware Superior Court denied the Company's motion for partial summary judgment and granted the cross-motions for summary judgment and partial summary judgment in favor of the remaining general liability insurers. Thereafter, Hertz entered into settlement agreements with the remaining directors' and officers' liability insurers. On March 10, 2025, Hertz filed its notice of appeal to the Delaware Supreme Court. Hertz filed its opening brief on April 25, 2025, and the matter is now fully briefed. Oral argument on the appeal is scheduled for October 29, 2025.

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 are engaged in settlement negotiations for the direct and derivative claims.

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, 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. The Court dismissed all claims except those based on statements alleged in Paragraphs 98 and 110 of the Amended Complaint. The Court directed the clerk to lift the stay and ordered the parties to file a case management report by October 31, 2025.

Data Breach Claims

HERTZ GLOBAL HOLDINGS, INC 10-Q