Material Agreement (Form 8-K)

Notes Indenture

On September 29, 2025, The Hertz Corporation ("Hertz Corp."), the primary operating company and wholly-owned indirect subsidiary of Hertz Global Holdings, Inc. (the "Company" or "Hertz Holdings"), completed an offering of $425,000,000 aggregate principal amount of its 5.500% Exchangeable Senior Notes due 2030 (the "Notes"), which includes the exercise in full of the initial purchasers' option to purchase up to an additional $50 million principal amount of the Notes.

The Notes were issued at par pursuant to an Indenture, dated as of September 29, 2025 (the "Notes Indenture"), among Hertz Corp., the guarantors named therein and Computershare Trust Company, N.A., as trustee. The Notes will 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 Notes will mature on October 1, 2030, unless repurchased, redeemed or exchanged in accordance with their terms prior to maturity.

The exchange rate will initially be 108.2808 shares of common stock of the Company ("Common Stock") per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $9.24 per share of Common Stock). The initial exchange price of the Notes represents a premium of approximately 32.5% to the $6.97 closing price of the Common Stock on the Nasdaq Global Select Market on September 24, 2025. Prior to July 1, 2030, the Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, the Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Notes will be exchangeable on the terms set forth in the Notes Indenture into cash, shares of Common Stock, or a combination thereof, at Hertz Corp.'s election. The exchange rate is subject to adjustment in some circumstances described in the Notes Indenture. In addition, following certain corporate events that occur prior to the maturity date or Hertz Corp.'s delivery of a notice of redemption, Hertz Corp. will increase, in certain circumstances, the exchange rate for a holder who elects to exchange its Notes in connection with such a corporate event or elects to exchange its Notes called for redemption in connection with such notice of redemption, as the case may be.

Holders of the Notes will have the right to require Hertz Corp. to repurchase all or a portion of their Notes at 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest to, but excluding, the date of such repurchase, upon the occurrence of certain corporate events constituting a "fundamental change" as defined in the Notes Indenture. Hertz Corp. may not redeem the Notes 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 Common Stock exceeds 130% of the exchange price for the Notes for certain specified periods, and certain other conditions are satisfied, Hertz Corp. may redeem all or a portion (subject to certain limitations) of the Notes at a cash redemption price equal to the principal amount of the Notes to be redeemed plus accrued and unpaid interest on such Notes to, but not including, the redemption date.

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior, unsecured basis by the Company, Rental Car Intermediate Holdings, LLC ("Intermediate Holdings") and each of Hertz Corp.'s existing and future subsidiaries that is a borrower or guarantees indebtedness under Hertz Corp.'s first lien credit facilities or certain other indebtedness for borrowed money (the "Subsidiary Guarantors"). The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the Notes.

The Notes and the related guarantees are Hertz Corp.'s and the applicable guarantors' senior obligations and rank equal in right of payment with all of their respective existing and future unsubordinated obligations. The Notes and the related guarantees will also be effectively subordinated to any existing or future indebtedness that is secured by liens on assets.

The Notes and Intermediate Holdings' and the Subsidiary Guarantors' related guarantees will be unsecured.