HERTZ GLOBAL HOLDINGS, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

HERTZ GLOBAL HOLDINGS, INC.

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

​

☐

Fee paid previously with preliminary materials

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

​

Estero, FL 33928

April 16, 2026

Dear Fellow Stockholders:

On behalf of the Board of Directors, I am pleased to invite you to attend our 2026 Annual Meeting of Stockholders, to be held at 9:00 a.m. Eastern Time on Thursday, May 28, 2026. You can participate, vote your shares, and submit your questions during the virtual meeting by visiting www.virtualshareholdermeeting.com/HTZ2026.

Fiscal year 2025 marked our first full year executing the “Back-to-Basics” strategy, grounded in the fundamentals that drive long-term value: disciplined fleet management, strategic revenue optimization, and rigorous cost control. Through this work, we brought sharper focus and accountability to the business.

That discipline delivered results. We achieved a $2 billion improvement in profitability, driven in part by meaningful gains in revenue, utilization, unit economics, and customer experience. We also completed the fleet rotation and secured our model-year 2026 purchases at our target prices and volumes, achieving an average fleet age of under ten months, which is the youngest it has been in nearly a decade.

We remain focused on doing more for our rental customers. We made measurable progress, delivering a nearly 50% increase in customer satisfaction, which is a clear indicator that our work to create a more consistent, convenient, and caring customer experience is resonating. In addition to our fleet refresh, we modernized our digital tools, elevated service standards, and invested in technology to deliver faster, more consistent service across every channel.

A notable opportunity this year was transforming Hertz Car Sales into a true omnichannel retail business, serving customers online, on Amazon Autos, in-store, through Rent2Buy, and via home delivery. With a steady supply of near-new vehicles and sales volumes that already rank us among the top used-car sellers in the United States, this shift to retail has strengthened both our economics and our strategic position, while creating more value and choice for our customers. Hertz ended 2025 on a significantly stronger foundation than it had the year before, with a healthier fleet, improved unit economics, a more disciplined operating model, and a better customer experience. We remain focused on accelerating revenue growth and staying disciplined on costs to put our core rental business firmly on the path to improved profitability, all while building for the future.

Looking ahead, we believe Hertz is uniquely positioned for the next era of mobility. While Rent-A-Car remains our core business today, we are building a more diversified platform across Rent-A-Car, Service, Fleet, and Mobility. We see a particularly strong runway in Fleet through Hertz Car Sales and in Mobility, where we are already the world’s largest Rideshare rental fleet operator, with the long-term potential to create meaningful value beyond our core Rent-A-Car business. We believe that foundation positions us well for the autonomous vehicle era. Deploying autonomous vehicles at scale requires precisely the advanced fleet ownership, operations, financing, and maintenance capabilities that Hertz has built over a century. Those skills, combined with our iconic brand, global footprint, and electric vehicle operating experience, have established a strategic advantage that few companies can match.

As we continue our transformation, we are pragmatic and ambitious: focused on delivering today while building the capabilities to meet the mobility needs of tomorrow, whether driver-led or autonomous.

On behalf of our entire team, I thank you for your continued support as we move Hertz forward.

Sincerely,

Wayne “Gil” West

Chief Executive Officer

Notice of 2026 Annual Meeting

When: 9:00 a.m. Eastern Time, Thursday, May 28, 2026

Where: Via the internet at www.virtualshareholdermeeting.com/HTZ2026

Who May Vote: Stockholders of record at the close of business on Monday, March 30, 2026

The 2026 annual meeting of stockholders (the “2026 Annual Meeting”) will be held virtually via live webcast. This format allows stockholders to participate from anywhere, facilitating stockholder attendance and providing a consistent experience to all stockholders, while keeping costs low. You will be able to attend the annual meeting, vote, and submit questions virtually.

Every stockholder’s vote is important. We encourage you to vote promptly using any of the methods outlined on page 93 of this Proxy Statement.

By Order of the Board of Directors,

Piero Bussani

Executive Vice President, Chief Legal Officer and Corporate Secretary

Estero, Florida

April 16, 2026