Material Agreement (Form 8-K)

Exchangeable Notes Indenture

On June 29, 2026, The Hertz Corporation ("Hertz Corp."), a subsidiary of Hertz Global Holdings, Inc. (the "Company"), completed an offering of $350,000,000 aggregate principal amount of its 6.75% Exchangeable Senior First-Lien Secured PIK Notes due 2030 (the "Exchangeable Notes"). The initial purchasers of the Exchangeable Notes have the option to purchase up to an additional $50,000,000 aggregate principal amount of the Exchangeable Notes for settlement within a period of 13 days from, and including, the date the Exchangeable Notes are first issued.

The Exchangeable Notes were issued at par pursuant to an Indenture, dated as of June 29, 2026 (the "Exchangeable Notes Indenture"), among Hertz Corp., the guarantors named therein and Computershare Trust Company, N.A., as trustee and as collateral agent. The Exchangeable Notes will bear interest at a rate of 6.75% per year payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. Each payment of interest (excluding any additional interest, special interest and default interest) will consist of (i) a portion to be paid in cash at the rate of 3.375% per annum and (ii) a portion to be paid in the form of PIK interest at the rate of 3.375% per annum. The Exchangeable Notes will mature on July 1, 2030, unless repurchased, redeemed or exchanged in accordance with their terms prior to maturity.

The exchange rate will initially be 279.5248 shares of common stock of the Company, par value $0.01 ("Common Stock"), per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $3.58 per share of Common Stock). The initial exchange price of the Exchangeable Notes represents a premium of approximately 32.5% to the public offering price in the concurrent offering of Borrowed Shares (as defined below). The Exchangeable Notes will be exchangeable at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date on the terms set forth in the Exchangeable Notes Indenture into cash, shares of Common Stock, or a combination thereof, at Hertz Corp.'s election. In no event will Hertz Corp. be entitled to elect a settlement method with respect to any exchange that would result in the aggregate number of shares of Common Stock issued upon exchange on or prior to the shareholder approval date (as defined in the Exchangeable Notes Indenture) exceeding an aggregate share cap of 63,457,320 shares, subject to adjustment. The exchange rate is subject to adjustment in some circumstances described in the Exchangeable 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 Exchangeable Notes in connection with such a corporate event or elects to exchange its Exchangeable Notes called for redemption in connection with such notice of redemption, as the case may be.

Holders of the Exchangeable Notes will have the right to require Hertz Corp. to repurchase all or a portion of their Exchangeable Notes at 100% of their capitalized principal amount plus accrued and unpaid cash interest to, but excluding, the date of such repurchase, upon the occurrence of certain corporate events constituting a "fundamental change" as defined in the Exchangeable Notes Indenture. Hertz Corp. may not redeem the Exchangeable Notes prior to January 6, 2029. On or after January 6, 2029 and on or prior to the 31st 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 Exchangeable Notes for certain specified periods, Hertz Corp. may redeem all or any portion (subject to certain limitations) of the Exchangeable Notes at a cash redemption price equal to the capitalized principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid cash interest on such Exchangeable Notes to, but not including, the redemption date.

The Exchangeable Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and on a senior first-lien secured basis by 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 Exchangeable Notes.