Annual Statements Open main menu

HERTZ GLOBAL HOLDINGS, INC - Quarter Report: 2025 June (Form 10-Q)


Total stockholders' equity (deficit)() Total liabilities and stockholders' equity (deficit)$ $ 
(1)     billion and $ billion, respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $ billion and $ 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 5, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
2


Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In millions, except per share data)

Three Months Ended
June 30,
Six Months Ended
June 30,
 2025202420252024
Revenues$ $ $ $ 
Expenses:
Direct vehicle and operating    
Depreciation of revenue earning vehicles and lease charges, net    
Non-vehicle depreciation and amortization    
Selling, general and administrative    
Interest expense, net:
Vehicle    
Non-vehicle    
Interest expense, net    
Other (income) expense, net () ()
(Gain) on sale of non-vehicle capital assets() () 
Change in fair value of Public Warrants () ()
Total expenses    
Income (loss) before income taxes
()()()()
Income tax (provision) benefit
 ()  
Net income (loss) $()$()$()$()
Weighted-average common shares outstanding:
Basic    
Diluted    
Earnings (loss) per common share:
Basic$()$()$()$()
Diluted$()$()$()$()


The accompanying notes are an integral part of these financial statements.
3


Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
(In millions)

Three Months Ended
June 30,
Six Months Ended
June 30,
2025202420252024
Net income (loss)$()$()$()$()
Other comprehensive income (loss):
Foreign currency translation adjustments () ()
Total other comprehensive income (loss) () ()
Total comprehensive income (loss) $()$()$()$()
))) ) )))  
)

The accompanying notes are an integral part of these financial statements.
5


Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
 Six Months Ended
June 30,
 20252024
Cash flows from operating activities:
Net income (loss) $()$()
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net  
Depreciation and amortization, non-vehicle  
Amortization of deferred financing costs and debt discount (premium)  
Non-cash paid-in-kind ("PIK") interest on Exchangeable Notes  
Stock-based compensation charges  
Stock-based compensation forfeitures ()
Provision for receivables allowance  
Deferred income taxes, net()()
(Gain) loss on sale of non-vehicle capital assets() 
Change in fair value of Public Warrants ()
Changes in financial instruments  
Other ()
Changes in assets and liabilities:
Non-vehicle receivables()()
Prepaid expenses and other assets()()
Operating lease right-of-use assets  
Non-vehicle accounts payable  
Accrued liabilities  
Accrued taxes, net  
Operating lease liabilities()()
Self-insured liabilities  
Net cash provided by (used in) operating activities  
Cash flows from investing activities:
Revenue earning vehicles expenditures()()
Proceeds from disposal of revenue earning vehicles  
Non-vehicle capital asset expenditures()()
Proceeds from disposal of non-vehicle capital assets  
Return of (investment in) equity investments ()
Net cash provided by (used in) investing activities()()
Cash flows from financing activities:
Proceeds from issuance of vehicle debt  
Repayments of vehicle debt()()
Proceeds from issuance of non-vehicle debt  
Repayments of non-vehicle debt()()
Payment of financing costs()()
The accompanying notes are an integral part of these financial statements.
6


Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
 Six Months Ended
June 30,
 20252024
Other()()
Net cash provided by (used in) financing activities  
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents ()
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period ()()
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period  
Cash and cash equivalents and restricted cash and cash equivalents at end of period$ $ 
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle$ $ 
Non-vehicle  
Income taxes, net of refunds  
Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives$ $ 
Sales of revenue earning vehicles included in vehicle receivables  
Purchases of non-vehicle capital assets included in accounts payable  
Revenue earning vehicles and non-vehicle capital assets acquired through finance lease  

The accompanying notes are an integral part of these financial statements.
7


Table of Contents


THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In millions, except par value and share data)
June 30, 2025December 31, 2024
ASSETS  
Cash and cash equivalents$ $ 
Restricted cash and cash equivalents:
Vehicle  
Non-vehicle  
Total restricted cash and cash equivalents  
Total cash and cash equivalents and restricted cash and cash equivalents  
Receivables:
Vehicle  
Non-vehicle, net of allowance of $ and $, respectively
  
Total receivables, net  
Prepaid expenses and other assets  
Revenue earning vehicles:
Vehicles  
Less: accumulated depreciation()()
Total revenue earning vehicles, net  
Property and equipment, net  
Operating lease right-of-use assets  
Intangible assets, net  
Goodwill  
Total assets(1)
$ $ 
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable:
Vehicle$ $ 
Non-vehicle  
Total accounts payable  
Accrued liabilities  
Accrued taxes, net  
Debt:
Vehicle  
Non-vehicle  
Total debt  
Operating lease liabilities  
Self-insured liabilities  
Deferred income taxes, net  
Total liabilities(1)
  
Commitments and contingencies
Stockholder's equity:
Common stock, $ par value, shares authorized and shares issued and outstanding
  
Additional paid-in capital  
Retained earnings (Accumulated deficit) ()()
Accumulated other comprehensive income (loss)()()
Total stockholder's equity (deficit)() 
Total liabilities and stockholder's equity (deficit)$ $ 
(1)     billion, and $ billion, respectively, which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $ billion and $ billion, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
8


Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In millions)

Three Months Ended
June 30,
Six Months Ended
June 30,
 2025202420252024
Revenues$ $ $ $ 
Expenses: 
Direct vehicle and operating    
Depreciation of revenue earning vehicles and lease charges, net    
Non-vehicle depreciation and amortization    
Selling, general and administrative    
Interest expense, net:
Vehicle    
Non-vehicle    
Interest expense, net    
Other (income) expense, net () ()
(Gain) on sale of non-vehicle capital assets() () 
Total expenses    
Income (loss) before income taxes
()()()()
Income tax (provision) benefit
 ()  
Net income (loss)
$()$()$()$()

The accompanying notes are an integral part of these financial statements.
9

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
(In millions)

))) ))) ))) )
 Three Months Ended
June 30,
Six Months Ended
June 30,
2025202420252024
Net income (loss)$()$()$()$()
Other comprehensive income (loss):
Foreign currency translation adjustments () ()
 


 Common Stock SharesCommon Stock AmountAdditional
Paid-In Capital
Accumulated
Deficit
Accumulated Other Comprehensive
Income (Loss)
Total Stockholder's Equity (Deficit)
Balance as of:
December 31, 2024 $ $ $()$()$ 
Net income (loss) — — — ()— ()
Other comprehensive income (loss)— — — —   
Stock-based compensation charges— —  — —  
Dividends paid to Hertz Holdings— — ()— — ()
March 31, 2025   ()()()
Net income (loss) — — — ()— ()
Other comprehensive income (loss)— — — —   
Stock-based compensation charges— —  — —  
Dividends paid to Hertz Holdings— — ()— — ()
June 30, 2025 $ $ $()$()$()


The accompanying notes are an integral part of these financial statements.
11

Table of Contents
THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
 Six Months Ended
June 30,
 20252024
Cash flows from operating activities:  
Net income (loss) $()$()
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net  
Depreciation and amortization, non-vehicle  
Amortization of deferred financing costs and debt discount (premium)  
Non-cash PIK interest on Exchangeable Notes  
Stock-based compensation charges  
Stock-based compensation forfeitures ()
Provision for receivables allowance  
Deferred income taxes, net()()
(Gain) loss on sale of non-vehicle capital assets() 
Changes in financial instruments  
Other ()
Changes in assets and liabilities:
Non-vehicle receivables()()
Prepaid expenses and other assets()()
Operating lease right-of-use assets  
Non-vehicle accounts payable  
Accrued liabilities  
Accrued taxes, net  
Operating lease liabilities()()
Self-insured liabilities  
Net cash provided by (used in) operating activities  
Cash flows from investing activities:
Revenue earning vehicles expenditures()()
Proceeds from disposal of revenue earning vehicles  
Non-vehicle capital asset expenditures()()
Proceeds from disposal of non-vehicle capital assets  
Return of (investment in) equity investments ()
Net cash provided by (used in) investing activities()()
Cash flows from financing activities:  
Proceeds from issuance of vehicle debt  
Repayments of vehicle debt()()
Proceeds from issuance of non-vehicle debt  
Repayments of non-vehicle debt()()
Payment of financing costs()()

The accompanying notes are an integral part of these financial statements.
12

Table of Contents
THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
 Six Months Ended
June 30,
 20252024
Dividends paid to Hertz Holdings()()
Net cash provided by (used in) financing activities  
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents ()
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period()()
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period  
Cash and cash equivalents and restricted cash and cash equivalents at end of period$ $ 
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle$ $ 
Non-vehicle  
Income taxes, net of refunds  
Supplemental disclosures of non-cash information:  
Purchases of revenue earning vehicles included in accounts payable, net of incentives$ $ 
Sales of revenue earning vehicles included in vehicle receivables  
Purchases of non-vehicle capital assets included in accounts payable  
Revenue earning vehicles and non-vehicle capital assets acquired through finance lease  


The accompanying notes are an integral part of these financial statements.
13

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited

Note 1—


Note 2—


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 on Form 10-Q 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.

14


Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited


Note 3—

 million on the sales, which is included in (gain) on sale of non-vehicle capital assets in the accompanying unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025. The land portions of the sales qualified for sale-leaseback accounting, and are accounted for as operating leases with expected terms of years, inclusive of extensions the Company currently 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 June 30, 2025.

In July 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment. The Company expects to recognize a pre-tax gain between $ million and $ million. The sale qualifies for sale-leaseback accounting, in which the leaseback will be classified as an operating lease with an expected term of years, inclusive of extensions the Company currently intends to exercise.

15


Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Note 4—

 $ Less accumulated depreciation()()  
Revenue earning vehicles held for sale, net(1)
  
Revenue earning vehicles, net(2)
$ $ 
(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.

 $ $ $ 
(Gain) loss on disposal of revenue earning vehicles(1)(2)
()   Rents paid for vehicles leased    Depreciation of revenue earning vehicles and lease charges, net$ $ $ $ 
(1)    Includes costs associated with the sales of vehicles of $ million and $ million for the three and six months ended June 30, 2025, respectively. Includes costs associated with the sales of vehicles of $ million and $ million for the three and six months ended June 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 three and six months ended June 30, 2024, as defined and disclosed below.

 million, primarily in the first quarter of 2024, for the write-down on the vehicles, of which $ million and $ million were associated with the Americas RAC and International RAC segments, respectively, and $ million for losses incurred on the vehicles sold, primarily in the Americas RAC segment in the first quarter of 2024. These amounts are included in depreciation of revenue earning vehicles and lease charges, net in the accompanying unaudited condensed consolidated statement of operations for the six months ended June 30, 2024. The Company substantially completed the sale of the EV Disposal Groups as of December 31, 2024.

16

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Note 5—

%Floating3/2028 $ Term B Loan%Floating6/2028  Incremental Term B Loan%Floating6/2028  Term C Loan%Floating6/2028  First Lien Senior Notes%Fixed7/2029  
Exchangeable Notes(1)
%Fixed7/2029  Senior Notes Due 2026%Fixed12/2026  Senior Notes Due 2029%Fixed12/2029  
Other Non-Vehicle Debt(2)(3)
%Fixed6/2065  
Fair Value of the Exchange Features(4)
N/AN/AN/A  
Unamortized Debt Issuance Costs(5) and Net (Discount) Premium(6)
()()Total Non-Vehicle Debt  Vehicle DebtHVF III U.S. ABS ProgramHVF III U.S. Vehicle Variable Funding Notes
HVF III Series 2021-A Class A(7)
%Floating5/2027  
HVF III Series 2021-A Class B(7)
%Fixed8/2027    HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2021-2(7)
%Fixed12/2026  
HVF III Series 2022-1(7)
N/AN/AN/A  
HVF III Series 2022-2(7)
%Fixed6/2027  
HVF III Series 2022-4(7)
%Fixed9/2025  
HVF III Series 2022-5(7)
%Fixed9/2027  
HVF III Series 2023-1(7)
%Fixed6/2026  
HVF III Series 2023-2(7)
%Fixed9/2028  
HVF III Series 2023-3(7)
%Fixed2/2027  
HVF III Series 2023-4(7)
%Fixed3/2029  
HVF III Series 2024-1(7)
%Fixed1/2028  
HVF III Series 2024-2(7)
%Fixed1/2030  
HVF III Series 2025-1(7)
%Fixed9/2028  
HVF III Series 2025-2(7)
%Fixed9/2030  
HVF III Series 2025-3(7)
%Fixed12/2028  
HVF III Series 2025-4(7)
%Fixed12/2030    
17

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ Non-cash PIK interest  
Unamortized debt discounts and debt issuance costs(1)
()()
Fair value of the Exchange Features(2)
  Net carrying amount$ $ 
(1)    Debt discounts, including the initial fair value, at issuance, of the Exchange Features, as defined in Note 11, "Fair Value Measurements," and debt issuance costs are amortized to non-vehicle interest expense over the term of the Exchangeable Notes using the effective interest method.
(2)    As defined and further disclosed in Note 11, "Fair Value Measurements."

 $ $ $ Amortization of debt discounts and debt issuance costs    
(Gain) loss on fair value of the Exchange Features(1)
    Total$ $ $ $ 
(1)    As defined and further disclosed in Note 11, "Fair Value Measurements."

19

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 billion of aggregate commitments of Class A Notes from April 2026 to May 2027. In August 2025, $ 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 $ million to $ million and the maturity date was extended to June 2027. The Class B Notes are subordinate to the Class A 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 $ 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 $ million and $ 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 € billion, inclusive of the addition of Class B Notes, to April 2027. In August 2025, € 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 € 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 € 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$ million to CAD$ million until November 2025, reverting to CAD$ 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.

20

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 million.

 $ Total Non-Vehicle Debt  Vehicle Debt  HVF III Series 2021-A  European ABS  Hertz Canadian Securitization  Australian Securitization  New Zealand RCF  U.K. ABS  Other Vehicle Debt  Total Vehicle Debt  Total$ $ 
Letters of Credit

As of June 30, 2025, there were outstanding standby letters of credit totaling $ million comprised primarily of $ million issued under the First Lien RCF and $ million issued under the Term C Loan. As of June 30, 2025, 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 facilities and to
21

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
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 % 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 June 30, 2025 and December 31, 2024, IFF No. 2 had total assets of $ billion, respectively, comprised primarily of intercompany receivables, and total liabilities of $ 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 June 30, 2025 and December 31, 2024, HFF had total assets of $ million and $ million, respectively, comprised primarily of intercompany receivables, and total liabilities of $ million and $ 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 x in the first and last quarters of the calendar year and x 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 June 30, 2025, Hertz was in compliance with the First Lien Ratio. As of June 30, 2025 and as of the filing of this Quarterly Report, 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, 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.

22

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited

Note 6—

 $ $ $ Variable operating lease income    Revenue accounted for under Topic 842    Revenue accounted for under Topic 606    Total revenues$ $ $ $ 

years, inclusive of extensions the Company currently intends to exercise, and have aggregate future minimum lease payments of $ million. See Note 3, "Divestitures," for additional information.

In July 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment. The sale qualifies for sale-leaseback accounting, in which the leaseback will be classified as an operating lease with an expected term of years, inclusive of extensions the Company currently intends to exercise, and will have aggregate future minimum lease payments between $ million and $ million. See Note 3, "Divestitures," for additional information.

Weighted-average discount rate %

23

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 2026 2027 2028 2029 After 2029 Total lease payments Interest()
Operating lease liabilities as of June 30, 2025
$ 

Note 7—

million, which resulted in an effective tax rate of %. For the three months ended June 30, 2024, Hertz Global recorded a tax provision of $ million, which resulted in an effective tax rate of (%).

The change in taxes for the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by the establishment of valuation allowances on existing deferred tax assets in the second quarter of 2024 and the effects of fewer tax credits in 2025.

For the first half of 2025, Hertz Global recorded a tax benefit of $ million, which resulted in an effective tax rate of %. For the first half of 2024, Hertz Global recorded a tax benefit of $ million, which resulted in an effective tax rate of %.

The change in taxes in the first half of 2025 compared to the same period in 2024 was driven primarily by lower valuation allowances, non-taxable changes in the fair value of warrants and exchangeable debt, and lower pretax losses.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law, bringing major changes to the U.S. tax code, beginning in 2025. Key provisions of the OBBBA include the extension of expiring Tax Cuts and Jobs Act provisions; restoration of 100% bonus depreciation for qualified property, including vehicle purchases; full write-off of research and development ("R&D") costs and changes to interest deductibility rules. The OBBBA also eliminates EV tax credits for EVs purchased after September 30, 2025. The Company is currently assessing the impact of the OBBBA on its financial statements.

Hertz

For the three months ended June 30, 2025, Hertz recorded a tax benefit of $ million, which resulted in an effective tax rate of %. For the three months ended June 30, 2024, Hertz recorded a tax provision of $ million, which resulted in an effective tax rate of (%).

The change in taxes for the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by the establishment of valuation allowances on existing deferred tax assets in Q2 2024 and the effects of fewer tax credits in 2025.
24

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited

million, which resulted in an effective tax rate of %. For the first half of 2024, Hertz recorded a tax benefit of $ million, which resulted in an effective tax rate of %.

The change in taxes in the first half of 2025 compared to the same period in 2024 was driven primarily by lower valuation allowances and lower pre-tax losses.

On July 4, 2025, the OBBBA was enacted into law, bringing major changes to the U.S. tax code, beginning in 2025. Key provisions of the OBBBA include the extension of expiring Tax Cuts and Jobs Act provisions; restoration of 100% bonus depreciation for qualified property, including vehicle purchases; full write-off of R&D costs and changes to interest deductibility rules. The OBBBA also eliminates EV tax credits for EVs purchased after September 30, 2025. The Company is currently assessing the impact of the OBBBA on its financial statements.

Note 8—

Public Warrants remain outstanding with an exercise price of $. There have been approximately 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 June 30, 2025 and December 31, 2024. See Note 11, "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 $ million shares of Hertz Global common stock par value $ 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 June 30, 2025, no shares of Hertz Global common stock had been sold under the ATM Program.


25

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
)$()$()$()Denominator:Basic and diluted weighted-average common shares outstanding    
Antidilutive Public Warrants(2)
    Antidilutive stock options, RSUs and PSUs    Antidilutive shares related to Exchangeable Notes    Total antidilutive    Earnings (loss) per common share:Basic$()$()$()$()Diluted$()$()$()$()
(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 six months ended June 30, 2024.

Note 9—

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.

 $ $ $()Income tax benefit (expense) () ()Employee compensation expense, net$ $ $ $()
(1)    For the six months ended June 30, 2024, includes $ million of former CEO awards forfeited in March 2024.

As of June 30, 2025, there was $ million of total unrecognized employee compensation expense expected to be recognized over the remaining years, on a weighted average basis, of the requisite service period that began on the grant dates of the outstanding awards.

26

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ $ Granted  0.0— Exercised  0.0— Forfeited or Expired() 0.0— 
Outstanding as of June 30, 2025
   
Exercisable as of June 30, 2025
()  
Non-vested as of June 30, 2025
 

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

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
 $ $ 
Granted(1)
  — 
Vested() — 
Forfeited or Expired() — 
Outstanding as of June 30, 2025
   
(1)    Presented assuming the issuance at the original target award amount (%).

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 . Accordingly, the number of shares issued at the end of the performance period could range between % and % of the original target award amount (%) disclosed in the table above.

Restricted Stock and Restricted Stock Units ("RSUs")

 $ $ Granted  — Vested() — Forfeited or Expired() — 
Outstanding as of June 30, 2025
   

27

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ Weighted-average grant-date fair value of awards granted$ $ 

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

Deferred Stock Units

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

Note 10—

ne of the Company's financial instruments have been designated as hedging instruments as of June 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).

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.

28

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ $ $ 
Foreign currency forward contracts(1)
    
Exchange Features related to Exchangeable Notes(2)
    
Total
$ $ $ $ 
(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, as defined and further disclosed in Note 11, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes and are recorded in non-vehicle debt in the accompanying unaudited condensed consolidated balance sheets.

)$()$()$()Foreign currency forward contractsSelling, general and administrative expense()  ()
Exchange Features related to Exchangeable Notes(1)
Non-vehicle interest expense, net() () 
Total
$()$ $()$()
(1)    The Exchange Features, as defined and further disclosed in Note 11, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes.

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 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 11—


29

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
  $ $ Exchangeable Notes    Total Non-Vehicle Debt    Vehicle Debt    Total$ $ $ $ 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 $ $ $ $ $ $ $ 
(Gain) loss in fair value recognized in earnings(2)
 
Balance as of June 30, 2025
$ 
(1)    Included in non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statement of operations for the six months ended June 30, 2025.
(2)    Included in non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025.

31

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited


Note 12—

million and $ million, of which $ million and $ 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 June 30, 2025 or the period after June 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) % Unsecured Notes due 2022 (the "2022 Notes"), (2) % Unsecured Notes due 2024 (the "2024 Notes"), (3) % Unsecured Notes due 2026 (the "2026 Notes") and (4) % 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 $ million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert totals approximately $ million.
32

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 million for this litigation as of June 30, 2025, made up of approximately $ million on the underlying claims and approximately $ 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 claimants in full and final resolutions of their claims for an aggregated amount of approximately $ 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. No. N22C-05-130 MMJ (CCLD). On June 30, 2023, Hertz entered into a confidential settlement agreement with
33

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
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.

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.

Data Breach Claims – On April 15, 2025, Zain Jiwani filed a class action complaint against Cleo Communications U.S., LLC (“Cleo”) and the Company in the U.S. District Court for the Northern District of Illinois, Western Division (Rockford, IL) (the "Illinois Northern District, Western Division Court"). Plaintiff alleges that Cleo, a file-transfer vendor for the Company, experienced a data breach event that may have impacted the personal information of certain individuals during the secure file transfer process from the Company’s systems to third-party systems and that Company data may have been acquired by an unauthorized third party that exploited zero-day vulnerabilities within Cleo’s platform in October and December of 2024. Plaintiff alleges that the Company was negligent in failing to secure the data, breached implied contracts and was unjustly enriched. similar class action complaints were filed against the Company shortly thereafter and eventually transferred to the same court, the Illinois Northern District, Western Division Court. The class actions generally seek injunctive relief and unspecified damages. The
34

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited

Note 13—

reportable segments, which are consistent with its operating segments and organized based primarily on the geographic areas in which business is conducted, as follows:
Americas RAC – Rental of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean. The Company maintains a network of company-operated rental locations in this segment and has franchisees and partners that operate rental locations under the Company's brands; and

35

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ $ Significant segment expenses:Direct vehicle and operating   
Depreciation of revenue earning vehicles and lease charges, net(1)
   Selling, general and administrative   
Other segment items(2)
 () Segment profit (loss): Adjusted EBITDA$ $ $ 
Corporate(3)
()Total Hertz Global and Hertz Adjusted EBITDA Adjustments:Non-vehicle depreciation and amortization()
Non-vehicle debt interest, net(4)
()
Vehicle debt-related charges(5)
()
Restructuring and restructuring related charges(6)
()
Unrealized gains (losses) on financial instruments(7)
()
Gain on sale of non-vehicle capital assets(8)
 
Other items(9)
()Income (loss) before income taxes - Hertz()
Change in fair value of Public Warrants(10)
()Income (loss) before income taxes - Hertz Global$()

36

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ $ Significant segment expenses:Direct vehicle and operating   
Depreciation of revenue earning vehicles and lease charges, net(1)
   Selling, general and administrative   
Other segment items(2)
   Segment profit (loss): Adjusted EBITDA$()$()$()
Corporate(3)
()Total Hertz Global and Hertz Adjusted EBITDA()Adjustments:Non-vehicle depreciation and amortization()Non-vehicle debt interest, net()
Vehicle debt-related charges(5)
()
Restructuring and restructuring related charges(6)
()
Unrealized gains (losses) on financial instruments(7)
()
Other items(9)
()Income (loss) before income taxes - Hertz()
Change in fair value of Public Warrants(10)
 Income (loss) before income taxes - Hertz Global$()

Six Months Ended June 30, 2025
(In millions)Americas RACInternational RACTotal
Revenues$ $ $ 
Significant segment expenses:
Direct vehicle and operating   
Depreciation of revenue earning vehicles and lease charges, net(1)
   
Selling, general and administrative   
Other segment items(2)
   
Segment profit (loss): Adjusted EBITDA$()$ $()
Corporate(3)
()
Total Hertz Global and Hertz Adjusted EBITDA()
Adjustments:
Non-vehicle depreciation and amortization()
Non-vehicle debt interest, net(4)
()
Vehicle debt-related charges(5)
()
Restructuring and restructuring related charges(6)
()
Unrealized gains (losses) on financial instruments(7)
()
Gain on sale of non-vehicle capital assets(8)
 
Other items(9)
()
Income (loss) before income taxes - Hertz()
37

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
)Income (loss) before income taxes - Hertz Global$()

Six Months Ended June 30, 2024
(In millions)Americas RACInternational RACTotal
Revenues$ $ $ 
Significant segment expenses:
Direct vehicle and operating   
Depreciation of revenue earning vehicles and lease charges, net(1)
   
Selling, general and administrative   
Other segment items(2)
   
Segment profit (loss): Adjusted EBITDA$()$()$()
Corporate(3)
()
Total Hertz Global and Hertz Adjusted EBITDA()
Adjustments:
Non-vehicle depreciation and amortization()
Non-vehicle debt interest, net()
Vehicle debt-related charges(5)
()
Restructuring and restructuring related charges(6)
()
Unrealized gains (losses) on financial instruments(7)
()
Non-cash stock-based compensation forfeitures(11)
 
Other items(9)
()
Income (loss) before income taxes - Hertz()
Change in fair value of Public Warrants(10)
 
Income (loss) before income taxes - Hertz Global$()
(1)    Includes the write-down to carrying value of vehicles classified as held for sale. In 2024, also includes the EV Disposal Groups. See Note 4, "Revenue Earning Vehicles."
(2)    Represents certain other segment items that are not deemed significant segment expenses, which primarily consists of vehicle interest expense, net and other adjustments, such as intercompany royalty assessment fees, restructuring and restructuring related charges, vehicle-debt related charges and other miscellaneous items as described in footnote 9 below.
(3)    Represents other reconciling items primarily consisting of general corporate expenses; as well as other business activities.
(4)    Excludes gains (losses) related to the fair value of the Exchange Features, which are included in footnote 7 below.
(5)    Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums which are recorded within vehicle interest expense, net.
(6)    Represents charges incurred under restructuring actions as defined in U.S. GAAP. Also includes restructuring related charges such as incremental costs incurred related to personnel reductions, closure of underperforming locations and litigation. Charges are recorded within selling, general and administrative expense.
(7)    Represents unrealized gains (losses) on derivative financial instruments in which interest rate instrument gains (losses) are recorded within vehicle interest expense, net and foreign currency forward contract gains (losses) are recorded within selling, general and administrative expense. In 2025, also includes gains (losses) related to the fair value of the Exchange Features, which are recorded within non-vehicle interest expense, net. See Note 10, "Financial Instruments."
(8)    Represents the gain recognized on the sales of certain non-vehicle capital assets sold in June 2025. See Note 3, "Divestitures."
(9)    Represents miscellaneous items. For the three months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges and cloud computing costs. For the three months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages. For the six months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges, cloud computing costs and certain concession-related adjustments. For the six months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages, partially offset by certain litigation settlements.
38

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ $ $ International RAC    Total reportable segments    
Corporate
    Total Hertz Global and Hertz$ $ $ $ Vehicle interest expense, netAmericas RAC$ $ $ $ International RAC    Total Hertz Global and Hertz$ $ $ $ Non-vehicle interest expense, netAmericas RAC$ $ $ $()International RAC()()()()Total reportable segments()()()()
Corporate
    Total Hertz Global and Hertz$ $ $ $ 

As of
(In millions)June 30, 2025December 31, 2024
Revenue earning vehicles, net
Americas RAC$ $ 
International RAC  
Total Hertz Global and Hertz$ $ 
Property and equipment, net
Americas RAC$ $ 
International RAC  
Total reportable segments  
Corporate
  
Total Hertz Global and Hertz$ $ 
Total assets
Americas RAC$ $ 
International RAC  
Total reportable segments  
Corporate
  
Total Hertz Global(2)
  
39

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
)()
Total Hertz(2)
$ $ 
(1)    Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date. See Note 4, "Revenue Earning Vehicles."
(2)    The consolidated total assets of Hertz Global and Hertz as of June 30, 2025 and December 31, 2024 include total assets of VIEs of $ billion and $ billion, respectively, which can only be used to settle obligations of the VIEs. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.

(In millions)20252024
Revenue earning vehicles and non-vehicle capital assets
Americas RAC:
Expenditures
$()$()
Proceeds from disposals
  
Net expenditures - Hertz Global and Hertz
$()$()
International RAC:
Expenditures
$()$()
Proceeds from disposals
  
Net expenditures - Hertz Global and Hertz
$()$()
Corporate:
Expenditures
$()$()
Proceeds from disposals
 ()
Net expenditures - Hertz Global and Hertz
$ $()

The Company operates in the U.S. and in international countries. International operations are substantially in Europe. The operations within major geographic areas for each of Hertz Global and Hertz are summarized below:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2025202420252024
Revenues
U.S.$ $ $ $ 
International
    
Total Hertz Global and Hertz
$ $ $ $ 

As of
(In millions)June 30, 2025December 31, 2024
Revenue earning vehicles, net
U.S.$ $ 
International
  
Total Hertz Global and Hertz(1)
$ $ 
Property and equipment, net
U.S.$ $ 
International
  
Total Hertz Global and Hertz
$ $ 
40

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
 $ 
International
  
Total Hertz Global and Hertz
$ $ Total assets
U.S.
$ $ International  Total Hertz Global  U.S. - Hertz()()Total Hertz$ $ 
(1)    Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date. See Note 4, "Revenue Earning Vehicles."
41

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Hertz Global Holdings, Inc. is a holding company and its principal, wholly owned subsidiary is The Hertz Corporation. Hertz Global consolidates Hertz for financial statement purposes, and Hertz comprises approximately the entire balance of Hertz Global’s assets, liabilities and operating cash flows. In addition, Hertz’s operating revenues and operating expenses comprise nearly 100% of Hertz Global’s revenues and operating expenses. As such, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") that follows herein is for Hertz and also applies to Hertz Global in all material respects, unless otherwise noted. Differences between the operations and results of Hertz and Hertz Global are separately disclosed and explained. We sometimes use the words “we,” “our,” “us” and the “Company” in this MD&A for disclosures that relate to all of Hertz and Hertz Global.

The statements in this MD&A regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. The following MD&A provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operations. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

This MD&A should be read in conjunction with the MD&A presented in our 2024 Form 10-K together with the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” Part II, Item 1A, "Risk Factors,” and our unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (this "Quarterly Report"), which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated financial statements and the accompanying notes including revenue earning vehicle depreciation and various claims and contingencies related to lawsuits, taxes and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and our knowledge of actions that we may undertake in the future in determining the estimates that will affect our unaudited condensed consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe to be appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates.

In this MD&A, we refer to the following non-GAAP measure and key metrics:
Adjusted Corporate EBITDA – important non-GAAP measure to management because it allows management to assess the operational performance of our business, exclusive of certain items, and allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows investors to assess our operational performance on the same basis that management uses internally. Adjusted EBITDA, the segment measure of profitability and accordingly a GAAP measure, is calculated exclusive of certain items which are largely consistent with those used in the calculation of Adjusted Corporate EBITDA.
Vehicle Utilization – important key metric to management and investors as it is the measurement of the proportion of our vehicles that are being used to generate revenues relative to rentable fleet capacity. Higher Vehicle Utilization means more vehicles are being utilized to generate revenues.
Depreciation Per Unit Per Month – important key metric to management and investors as depreciation of revenue earning vehicles and lease charges is one of our largest expenses for the vehicle rental business and is driven by the number of vehicles, expected residual values at the expected time of disposal and expected hold period of the vehicles. Depreciation Per Unit Per Month is reflective of how we are managing the costs of our vehicles and facilitates a comparison with other participants in the vehicle rental industry.
42


Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Total Revenue Per Transaction Day ("Total RPD," also referred to as "pricing") – important key metric to management and investors as it represents a measurement of the changes in underlying pricing in the vehicle rental business and encompasses the elements in vehicle rental pricing that management has the ability to control.
Total Revenue Per Unit Per Month ("Total RPU") – important key metric to management and investors as it provides a measure of revenue productivity relative to the number of vehicles in our rental fleet whether owned or leased ("Average Rentable Vehicles"). Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels.
Transaction Days – important key metric to management and investors as it represents the number of revenue generating days ("volume"). It is used as a component to measure Total RPD and Vehicle Utilization. Transaction Days represent the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period.

Our non-GAAP measure and key metrics should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. The above non-GAAP measure and key metrics are defined, and the non-GAAP measure is reconciled to its most comparable U.S. GAAP measure, in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

OUR COMPANY

Hertz Holdings was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns Hertz, 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.

We operate our vehicle rental business globally from company-owned and franchisee locations in North America, Europe, Africa, Asia, Australia, the Caribbean, Latin America, the Middle East and New Zealand. We also sell vehicles through Hertz Car Sales.

OVERVIEW OF OUR BUSINESS AND OPERATING ENVIRONMENT

Our Business

We are engaged principally in the business of renting vehicles primarily through our Hertz, Dollar and Thrifty brands. Our profitability is primarily a function of the volume, mix and pricing of rental transactions and the utilization of vehicles, the related ownership cost of vehicles and other operating costs. Significant changes in the purchase price or residual values of vehicles or interest rates can have a significant effect on our profitability depending on our ability to adjust pricing for these changes. We continue to balance our mix of EVs, non-program vehicles and program vehicles based on market conditions, including residual values. Our business requires significant expenditures for vehicles, and, as such, we require substantial liquidity to finance such expenditures.

Our strategy is focused on excellence in execution of the basics. We are committed to delivering unmatched customer experiences, optimizing fleet economics and building on our leadership in ride share. We expect that continuing to build on our brand strength, global network and global fleet management capabilities, while also combining those efforts with investments in technology, shared mobility and a digital-first customer experience, will allow us to deliver on the basics and remain a central player in the modern mobility ecosystem.

Our revenues are primarily derived from rental and related charges and consist of worldwide vehicle rental revenues from all company-operated vehicle rental operations and charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling and electric charging of vehicles
43

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

and revenues associated with value-added services, including the sale of loss or collision damage waivers, theft protection, liability and personal accident/effects insurance coverage, premium emergency roadside service and other products and fees. Also included are collections from customers for vehicle damages, ancillary revenues associated with retail vehicle sales and certain royalty fees from our franchisees (such fees are approximately 2% of total revenues each period).

Our expenses primarily consist of:
direct vehicle and operating expense ("DOE"), primarily wages and related benefits; commissions and concession fees paid to airport authorities, travel agents and others; facility, self-insurance and reservation costs; and other costs relating to the operation and rental of revenue earning vehicles, such as collision and damage, maintenance, fuel and electric charging costs;
depreciation expense and lease charges, net relating to revenue earning vehicles, including gains and losses and related costs associated with the disposal of vehicles;
depreciation and amortization expense relating to non-vehicle assets;
selling, general and administrative expense ("SG&A"), which includes advertising costs and administrative personnel costs, along with costs for information technology and business transformation initiatives; and
interest expense, net.

Our vehicle rental operations are a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months ("our peak season") for the majority of countries where we generate our revenues. To accommodate increased demand, we seek to increase our available fleet and staff. As demand declines, we seek to reduce our fleet and staff accordingly. As a result, we strive to maintain a flexible workforce, with a significant number of part-time and seasonal workers. A number of our other major operating costs, including airport concession fees, commissions and vehicle liability expenses, are directly related to revenues or transaction volumes. Certain operating expenses, including real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, and minimum staffing costs, remain fixed and cannot be adjusted for demand.

Our Reportable Segments

We have identified two reportable segments, which are consistent with our operating segments and organized based on the products and services provided and the geographic areas in which business is conducted, as follows:

Americas RAC – Rental of vehicles, as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and
International RAC – Rental of vehicles, as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the Caribbean.

In addition to the above reportable segments, we have corporate operations. We assess performance and allocate resources based upon the financial information for our operating segments.

44

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Three and Six Months Ended June 30, 2025 Operating Overview

The charts below provide the period-over-period change for several key factors influencing our results for the three and six months ended June 30, 2025 and 2024.
Rev_Trans Days_RPD 7.23.25.jpg
RPU_DPU_Ute 7.25.25.jpg
(1)    Includes impact of foreign currency exchange at average rates ("fx").
(2)    Results shown are in constant currency as of December 31, 2024.
(3)    The percentages shown in this chart reflect Vehicle Utilization versus period-over-period change.
NM - Not meaningful

For more information on the above, see the discussion of our results on a consolidated basis and by segment that follows herein. In this MD&A, certain amounts in the following tables are denoted in millions. Amounts such as percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated from the tables in millions.

45

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Critical Accounting Estimates

Income Taxes

On July 4, 2025, the OBBBA was enacted into law, bringing major changes to the U.S. tax code, beginning in 2025. Key provisions of the OBBBA include the extension of expiring Tax Cuts and Jobs Act provisions; restoration of 100% bonus depreciation for qualified property, including vehicle purchases; full write-off of R&D costs and changes to interest deductibility rules. The OBBBA also eliminates EV tax credits for EVs purchased after September 30, 2025. We are currently assessing the impact of the OBBBA on our financial statements.

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ
 Three Months Ended
June 30,
Percent Increase/(Decrease)Six Months Ended
June 30,
Percent Increase/(Decrease)
($ in millions)2025202420252024
Total revenues$2,185 $2,353 (7)%$3,998 $4,433 (10)%
Depreciation of revenue earning vehicles and lease charges, net415 1,035 (60)950 2,004 (53)
Direct vehicle and operating expenses1,394 1,440 (3)2,668 2,806 (5)
Non-vehicle depreciation and amortization29 41 (30)59 73 (19)
Selling, general and administrative expenses246 243 1465 405 15
Interest expense, net:
Vehicle152 149 2292 290 1
Non-vehicle232 88 NM359 163 NM
Interest expense, net384 237 62651 453 44
Other (income) expense, net(5)NM11 (3)NM
(Gain) from the sale of non-vehicle capital assets(89)— NM(89)— NM
Income (loss) before income taxes
(201)(638)(68)(717)(1,305)(45)
Income tax (provision) benefit
22 (391)NM104 NM
Net income (loss)
$(179)$(1,029)(83)$(613)$(1,301)(53)
Adjusted Corporate EBITDA(a)
$$(460)NM$(324)$(1,027)(68)
NM - Not meaningful
The footnote in the table above is shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024

Total revenues decreased $167 million in the second quarter of 2025 compared to the same period in 2024, resulting from a decrease of $190 million in our Americas RAC segment, partially offset by an increase of $22 million in our International RAC segment. The decrease in total revenues was due primarily to lower pricing and lower volume.

Depreciation of revenue earning vehicles and lease charges, net decreased $620 million in the second quarter of 2025 compared to the same period in 2024, of which $580 million and $40 million were attributed to our Americas RAC and International RAC segments, respectively. Depreciation of revenue earning vehicles and lease charges, net decreased due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized in the second quarter of 2025 compared to per unit losses recognized in the same period in
46

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix and (iii) lower Average Vehicles.

DOE decreased $46 million in the second quarter of 2025 compared to the same period in 2024, resulting from a decrease of $67 million in our Americas RAC segment, partially offset by an increase of $20 million in our International RAC segment. DOE in our Americas RAC segment decreased due primarily to lower volume, decreased collision and damage charges and lower maintenance costs, partially offset by increased self-insurance liabilities as a result of adverse experience and case development. DOE in our International RAC segment increased due primarily to higher volume and an unfavorable fx impact in the second quarter of 2025.

Non-vehicle depreciation and amortization decreased $12 million in the second quarter of 2025 compared to the same period in 2024, resulting primarily from a decrease of $8 million associated with our corporate operations. The decrease in non-vehicle depreciation and amortization in our corporate operations was due primarily to certain asset retirements in 2024 and first quarter of 2025 and an increase in assets that were fully depreciated.

SG&A increased $3 million in the second quarter of 2025 compared to the same period in 2024 driven primarily by an increase of $11 million in our International RAC segment, partially offset by a decrease of $5 million and $3 million associated with our Americas RAC segment and corporate operations, respectively. SG&A in our International RAC segment increased due primarily to higher intercompany royalty assessment fees paid to our corporate operations. SG&A in our Americas RAC segment decreased due primarily to lower advertising spend, partially offset by higher personnel charges. The decrease in SG&A associated with our corporate operations was due primarily to lower restructuring related charges and higher intercompany royalty assessment fees received from our International RAC segment, partially offset by higher personnel costs and increased professional fees.

Vehicle interest expense, net was comparable in the second quarter of 2025 compared to the same period in 2024.

Non-vehicle interest expense, net increased $144 million in the second quarter of 2025 compared to the same period in 2024 due primarily to unrealized losses related to changes in the fair value of the Exchange Features, higher debt levels and higher average interest rates.

In the second quarter of 2025, we recognized a gain of $89 million on the sales of certain non-vehicle capital assets in our Americas RAC segment, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.

In the second quarter of 2025, we recorded a tax benefit of $22 million, which resulted in an effective tax rate of 11%. In the second quarter of 2024, we recorded a tax provision of $391 million, which resulted in an effective tax rate of (61%). The change in taxes in the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by the establishment of valuation allowances on existing deferred tax assets in the second quarter of 2024 and the effects of fewer tax credits in 2025.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Total revenues decreased $435 million in the first half of 2025 compared to the same period in 2024, resulting primarily from a decrease of $439 million in our Americas RAC segment. The decrease in total revenues was due primarily to lower volume and lower pricing.

Depreciation of revenue earning vehicles and lease charges, net decreased $1.1 billion in the first half of 2025 compared to the same period in 2024, of which $994 million is attributable to our Americas RAC segment. Depreciation of revenue earning vehicles and lease charges, net decreased due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized on increased vehicle dispositions in the first half of 2025 compared to per unit losses recognized in the same period in 2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix, (iii) write-downs on the carrying values of the EVs classified as held for sale in the first half of 2024 and (iv) lower Average Vehicles.
47

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


DOE decreased $138 million in the first half of 2025 compared to the same period in 2024 with a decrease of $153 million in our Americas RAC segment, partially offset by an increase of $10 million in our International RAC segment. The decrease in DOE was due primarily to lower volume.

Non-vehicle depreciation and amortization decreased $14 million in the first half of 2025 compared to the same period in 2024, resulting primarily from a decrease of $9 million associated with our corporate operations. The decrease in non-vehicle depreciation and amortization in our corporate operations was due primarily to certain asset retirements in 2024 and first quarter of 2025 and an increase in assets that were fully depreciated.

SG&A increased $60 million in the first half of 2025 compared to the same period in 2024 driven primarily by an increase of $75 million associated with our corporate operations, partially offset by a decrease of $16 million in our Americas RAC segment. The increase in SG&A associated with our corporate operations was due primarily to a non-cash stock-based compensation gain related to forfeitures of former CEO awards in March 2024, increased professional fees and higher personnel costs, partially offset by lower restructuring related costs and increased intercompany royalty assessment fees received from our International RAC segment. SG&A in our Americas RAC segment decreased due primarily to lower restructuring related charges and decreased advertising spend, partially offset by increased professional fees and higher personnel costs.

Vehicle interest expense, net was comparable in the first half of 2025 compared to the same period in 2024.

Non-vehicle interest expense, net increased $196 million in the first half of 2025 compared to the same period in 2024 due primarily to unrealized losses related to changes in the fair value of the Exchange Features, higher debt levels and higher average interest rates.

In the first half of 2025, we recognized a gain of $89 million on the sales of certain non-vehicle capital assets during the second quarter of 2025 in our Americas RAC segment, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.

In the first half of 2025, we recorded a tax benefit of $104 million, which resulted in an effective tax rate of 15%. In the first half of 2024, we recorded a tax benefit of $4 million, which resulted in an effective tax rate of 0%. The change in tax in the first half of 2025 compared to the same period in 2024 was driven primarily by lower valuation allowances and lower pre-tax losses.

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ GLOBAL

The above discussion for Hertz also applies to Hertz Global.

Hertz Global had losses of $115 million and $124 million from the change in fair value of Public Warrants that were incremental to Hertz for the second quarter and first half of 2025, respectively, included in Hertz Global's unaudited condensed consolidated statements of operations in Part I, Item 1 of this Quarterly Report.

Hertz Global had income of $165 million and $251 million from the change in fair value of Public Warrants that were incremental to Hertz for the second quarter and first half of 2024, respectively, included in Hertz Global's unaudited condensed consolidated statements of operations in Part I, Item 1 of this Quarterly Report.
48

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS AND SELECTED OPERATING DATA BY SEGMENT

Americas RAC
Three Months Ended
June 30,
Percent Increase/(Decrease)Six Months Ended
June 30,
Percent Increase/(Decrease)
($ in millions, except as noted)2025202420252024
Total revenues$1,738 $1,928 (10)%$3,228 $3,667 (12)%
Depreciation of revenue earning vehicles and lease charges, net$325 $905 (64)$787 $1,781 (56)
Direct vehicle and operating expenses
$1,132 $1,199 (6)$2,198 $2,351 (7)
Direct vehicle and operating expenses as a percentage of total revenues
65 %62 %68 %64 %
Non-vehicle depreciation and amortization$23 $28 (18)$49 $53 (7)
Selling, general and administrative expenses
$132 $137 (4)$246 $261 (6)
Selling, general and administrative expenses as a percentage of total revenues
%%%%
Vehicle interest expense
$129 $123 6$246 $239 3
Adjusted EBITDA$42 $(403)NM$(196)$(891)(78)
Transaction Days (in thousands)(b)
30,935 32,216 (4)58,693 62,776 (7)
Average Vehicles (in whole units)(f)
435,737 467,863 (7)424,559 459,224 (8)
Average Rentable Vehicles (in whole units)(c)
407,336 439,284 (7)397,047 436,553 (9)
Vehicle Utilization(c)
83 %81 %82 %79 %
Total RPD (in dollars)(d)
$56.08 $59.73 (6)$54.94 $58.30 (6)
Total RPU Per Month (in whole dollars)(e)
$1,420 $1,460 (3)$1,354 $1,397 (3)
Depreciation Per Unit Per Month (in whole dollars)(f)
$248 $644 (61)%$309 $646 (52)%
Percentage of program vehicles as of period end
%%%%
NM - Not meaningful
Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024

Total Americas RAC revenues decreased $190 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower pricing and lower volume. Total RPD declined across most customer channels and Transaction Days declined primarily in our business channel, partially offset with increases in our leisure channel. Airport revenues comprised 69% of total revenues for the segment in the second quarter of 2025 compared to 70% in the same period in 2024.

Depreciation of revenue earning vehicles and lease charges, net for Americas RAC decreased $580 million in the second quarter of 2025 compared to the same period in 2024 due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized in the second quarter of 2025 compared to per unit losses recognized in the same period in 2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix and (iii) lower Average Vehicles.

49

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

DOE for Americas RAC decreased $67 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower volume, decreased collision and damage charges and lower maintenance costs, partially offset by increased self-insurance liabilities as a result of adverse experience and case development.

SG&A for Americas RAC decreased $5 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower advertising spend, partially offset by higher personnel costs.

Vehicle interest expense for Americas RAC increased $7 million in the second quarter of 2025 compared to the same period in 2024 due primarily to higher average rates due in part to the issuance of the HVF III 2025 Notes, partially offset by lower debt levels and lower market rates.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Total Americas RAC revenues decreased $439 million in the first half of 2025 compared to the same period in 2024 due primarily to lower volume and lower pricing. Total RPD and Transaction Days declined across most customer channels in the first half of 2025 compared to the same period in 2024. Airport revenues comprised 69% of total revenues for the segment in the first half of 2025 compared to 68% in the same period in 2024.

Depreciation of revenue earning vehicles and lease charges, net for Americas RAC decreased $994 million in the first half of 2025 compared to the same period in 2024 due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized on increased vehicle dispositions in the first half of 2025 compared to per unit losses recognized in the same period in 2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix, (iii) write-downs on the carrying values of the EVs classified as held for sale in 2024 and (iv) lower Average Vehicles.

DOE for Americas RAC decreased $153 million in the first half of 2025 compared to the same period in 2024 due primarily to lower volume.

SG&A for Americas RAC decreased $16 million in the first half of 2025 compared to the same period in 2024 due primarily to lower restructuring related charges and decreased advertising spend, partially offset by increased professional fees and higher personnel costs.

Vehicle interest expense for Americas RAC increased $7 million in the first half of 2025 compared to the same period in 2024 due primarily to higher average rates due in part to the issuance of the HVF III 2025 Notes, partially offset by lower debt levels and lower market rates.

50

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

International RAC

Three Months Ended
June 30,
Percent Increase/(Decrease)Six Months Ended
June 30,
Percent Increase/(Decrease)
($ in millions, except as noted)2025202420252024
Total revenues$447 $425 5%$770 $766 —%
Depreciation of revenue earning vehicles and lease charges, net$90 $130 (31)$163 $223 (27)
Direct vehicle and operating expenses
$263 $244 8$470 $460 2
Direct vehicle and operating expenses as a percentage of total revenues
59 %57 %61 %60 %
Non-vehicle depreciation and amortization$$16$$(9)
Selling, general and administrative expenses
$57 $46 23$104 $103 1
Selling, general and administrative expenses as a percentage of total revenues
13 %11 %13 %13 %
Vehicle interest expense
$23 $26 (8)$46 $51 (9)
Adjusted EBITDA$42 $(6)NM$25 $(33)NM
Transaction Days (in thousands)(b)
7,760 7,505 313,904 13,799 1
Average Vehicles (in whole units)(f)
106,795 109,361 (2)99,069 103,134 (4)
Average Rentable Vehicles (in whole units)(c)
105,518 106,903 (1)98,017 101,156 (3)
Vehicle Utilization(c)
81 %77 %78 %75 %
Total RPD (in dollars)(d)
$53.93 $54.78 (2)$53.11 $53.46 (1)
Total RPU Per Month (in whole dollars)(e)
$1,322 $1,282 3$1,256 $1,216 3
Depreciation Per Unit Per Month (in whole dollars)(f)
$261 $384 (32)$262 $348 (25)
Percentage of program vehicles as of period end
26 %33 %26 %33 %
NM - Not meaningful
Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024

Total revenues for International RAC increased $22 million in the second quarter of 2025 compared to the same period in 2024 due primarily to a favorable $14 million fx impact in the second quarter of 2025.

Depreciation of revenue earning vehicles and lease charges, net for International RAC in the second quarter of 2025 decreased $40 million compared to the same period in 2024 due primarily to (i) per unit gains recognized on vehicle dispositions in the second quarter of 2025 compared to per unit losses recognized in the same period in 2024 and (ii) improved fleet mix resulting from our rental fleet rotation initiatives.

DOE for International RAC increased $20 million in the second quarter of 2025 compared to the same period in 2024 due primarily to higher volume. DOE for International RAC was also impacted by an unfavorable $9 million fx impact in the second quarter of 2025.

SG&A for International RAC in the second quarter of 2025 increased $11 million compared to the same period in 2024 due primarily to higher intercompany royalty assessment fees paid to our corporate operations.

51

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Vehicle interest expense for International RAC decreased $2 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower market rates and lower debt levels.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Total revenues for International RAC increased $3 million in the first half of 2025 compared to the same period in 2024, due primarily to a favorable $3 million fx impact in first half of 2025.

Depreciation of revenue earning vehicles and lease charges, net for International RAC decreased $60 million in the first half of 2025 compared to the same period in 2024 due primarily to (i) per unit gains recognized on vehicle dispositions in the first half of 2025 compared to per unit losses recognized in the same period in 2024 and (ii) improved fleet mix resulting from our rental fleet rotation initiatives.

DOE for International RAC increased $10 million in the first half of 2025 compared to the same period in 2024 due primarily to higher facility rent costs and increased volume.

SG&A for International RAC was comparable in the first half of 2025 to the same period in 2024 due primarily to higher intercompany royalty assessment fees paid to our corporate operations, partially offset by decreased restructuring related charges.

Vehicle interest expense for International RAC decreased $5 million in the first half of 2025 compared to the same period in 2024 due primarily to lower market rates and lower debt levels.

Footnotes to the Results of Operations and Selected Operating Data by Segment Tables

(a)Adjusted Corporate EBITDA is calculated as net income (loss), adjusted for income taxes; non-vehicle depreciation and amortization; non-vehicle debt interest, net; vehicle debt-related charges; restructuring and restructuring related charges; unrealized (gains) losses from financial instruments; change in fair value of Public Warrants and certain other miscellaneous or non-recurring items. When evaluating our operating performance, investors should not consider Adjusted Corporate EBITDA in isolation of, or as a substitute for, measures of our financial performance determined in accordance with U.S. GAAP. The reconciliations to the most comparable consolidated U.S. GAAP measure are presented below:
Hertz
Three Months Ended
June 30,
Six Months Ended
June 30,
(In millions)2025202420252024
Net income (loss)$(179)$(1,029)$(613)$(1,301)
Adjustments:
Income tax provision (benefit)(22)391 (104)(4)
Non-vehicle depreciation and amortization29 41 59 73 
Non-vehicle debt interest, net(1)
127 88 248 163 
Vehicle debt-related charges(2)
12 10 23 22 
Restructuring and restructuring related charges(3)
12 44 
Unrealized (gains) losses on financial instruments(4)
104 104 
Non-cash stock-based compensation forfeitures(5)
— — — (64)
Gain on sale of non-vehicle capital assets(6)
(89)— (89)— 
Other items(7)
15 25 41 32 
Adjusted Corporate EBITDA$$(460)$(324)$(1,027)
    
52

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Hertz Global
Three Months Ended
June 30,
Six Months Ended
June 30,
(In millions)2025202420252024
Net income (loss)$(294)$(865)$(737)$(1,051)
Adjustments:
Income tax provision (benefit)(22)392 (104)(3)
Non-vehicle depreciation and amortization29 41 59 73 
Non-vehicle debt interest, net(1)
127 88 248 163 
Vehicle debt-related charges(2)
12 10 23 22 
Restructuring and restructuring related charges(3)
12 44 
Unrealized (gains) losses on financial instruments(4)
104 104 
Non-cash stock-based compensation forfeitures(5)
— — — (64)
Gain on sale of non-vehicle capital assets(6)
(89)— (89)— 
Change in fair value of Public Warrants(8)
115 (165)124 (251)
Other items(7)
15 25 41 32 
Adjusted Corporate EBITDA$$(460)$(324)$(1,027)
(1)In 2025, excludes gains (losses) related to the fair value of the Exchange Features, which are included in footnote 4 below.
(2)Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.
(3)Represents charges incurred under restructuring actions as defined in U.S. GAAP. Also includes restructuring related charges such as incremental costs incurred related to personnel reductions, closure of underperforming locations and litigation.
(4)Represents unrealized (gains) losses on derivative financial instruments. In 2025, also includes gains (losses) related to the fair value of the Exchange Features. See Note 10, "Financial Instruments," in Part I, Item 1 of this Quarterly Report.
(5)Represents former CEO awards forfeited in March 2024. See Note 9, "Stock-Based Compensation," in Part I, Item 1 of this Quarterly Report.
(6)Represents the gain recognized on the sales of certain non-vehicle capital assets sold in June 2025. See Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.
(7)Represents miscellaneous items. For the three months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges and cloud computing costs. For the three months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages. For the six months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges, cloud computing costs and certain concession-related adjustments. For the six months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages, partially offset by certain litigation settlements.
(8)Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.

(b)Transaction Days represents the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period. 

53

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

(c)Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days. Available Car Days represents Average Rentable Vehicles multiplied by the number of days in a given period. Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels and is determined using a simple average of such vehicles at the beginning and end of a given period.
Americas RACInternational RAC
Three Months Ended June 30,
2025202420252024
Transaction Days (in thousands)30,935 32,216 7,760 7,505 
Average Rentable Vehicles (in whole units)407,336 439,284 105,518 106,903 
Number of days in period (in whole units)91 91 91 91 
Available Car Days (in thousands)37,068 39,974 9,601 9,727 
Vehicle Utilization83 %81 %81 %77 %
Americas RACInternational RAC
Six Months Ended June 30,
2025202420252024
Transaction Days (in thousands)58,693 62,776 13,904 13,799 
Average Rentable Vehicles (in whole units)397,047 436,553 98,017 101,156 
Number of days in period (in whole units)181 182 181 182 
Available Car Days (in thousands)71,865 79,470 17,752 18,413 
Vehicle Utilization82 %79 %78 %75 %

(d)Total RPD is calculated as revenues with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates ("Total Revenues - adjusted for foreign currency"), divided by the total number of Transaction Days. Our management believes eliminating the effect of fluctuations in foreign currency exchange rates is useful in analyzing underlying trends. The calculation of Total RPD is shown below:
Americas RACInternational RAC
Three Months Ended June 30,
($ in millions, except as noted)2025202420252024
Revenues$1,738 $1,928 $447 $425 
Foreign currency adjustment(1)
(3)(4)(28)(14)
Total Revenues - adjusted for foreign currency$1,735 $1,924 $419 $411 
Transaction Days (in thousands)30,935 32,216 7,760 7,505 
Total RPD (in dollars)$56.08 $59.73 $53.93 $54.78 
Americas RACInternational RAC
Six Months Ended June 30,
($ in millions, except as noted)2025202420252024
Revenues$3,228 $3,667 $770 $766 
(In millions)June 30, 2025December 31, 2024
Principal$250 $250 
Non-cash PIK interest11 — 
Unamortized debt discounts and debt issuance costs(1)
(77)(78)
(Gain) loss on fair value of the Exchange Features(2)
175 61 
Net carrying amount$359 $233 
(1)    Debt discounts, including the initial fair value, at issuance, of the Exchange Features, as defined in Note 11, "Fair Value Measurements," in Part I, Item 1 of this Quarterly Report, and debt issuance costs are amortized to non-vehicle interest expense over the term of the Exchangeable Notes using the effective interest method.
(2)    Refer also to Note 11, "Fair Value Measurements," in Part I, Item 1 of this Quarterly Report.

Interest expense recognized for the Exchangeable Notes consists of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
(In millions)2025202420252024
Contractual interest expense$$— $10 $— 
Amortization of debt discounts and debt issuance costs— — 
(Gain) loss on fair value of the Exchange Features(1)
105 — 111 — 
Total$113 $— $126 $— 
(1)    Refer also to Note 11, "Fair Value Measurements," in Part I, Item 1 of this Quarterly Report.

Letters of Credit

As of June 30, 2025, there were outstanding standby letters of credit totaling $993 million comprised primarily of $679 million issued under the First Lien RCF and $245 million issued under the Term C Loan. As of June 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 our asset-backed securitization facilities and to support our insurance programs, as well as to support our vehicle rental concessions and leaseholds. As of June 30, 2025, none of the issued letters of credit have been drawn upon.

Vehicle Debt

Americas RAC

HVF III U.S. Vehicle Variable Funding Notes

In May 2025, HVF III amended the HVF III Series 2021-A Notes, which provides for the extension of the maturity date 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.

HVF III U.S. Vehicle Medium Term Notes

HVF III Series 2025-1 Notes and Series 2025-2 Notes: 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.
59

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


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.

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.

International RAC

European ABS

In May 2025, IFF No. 2 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. The Class C Notes are subordinate to the Class A Notes and Class B Notes.

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.

U.K. ABS

In December 2024, HFF 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.

Vehicle Financing Risks

Substantially all of our 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 our 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.

Covenants

The First Lien Credit Agreement requires us 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 discussed above. Additionally, Amendment No. 10 requires a minimum liquidity covenant, consistent with
60

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Amendment No. 8, and will sunset upon the end of the Relief Period, as discussed above. As of June 30, 2025, we were in compliance with the First Lien Ratio. As of June 30, 2025 and as of the filing of this Quarterly Report, we were in compliance with the minimum liquidity covenant, as discussed above.

Additionally, our 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 our 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.

As of June 30, 2025, we were in compliance with all covenants under the terms of agreements governing the respective Corporate Indebtedness.

Capital Expenditures

Revenue Earning Vehicles Expenditures and Disposals

The table below sets forth our revenue earning vehicles expenditures and related disposal proceeds for the periods shown.
Cash inflow (cash outflow)Revenue Earning Vehicles
(In millions)Capital
Expenditures
Disposal
Proceeds
Net Capital
Expenditures
2025
First Quarter$(2,847)$2,124 $(723)
Second Quarter(3,049)2,126 (923)
Total
$(5,896)$4,250 $(1,646)
2024
First Quarter$(1,904)$1,233 $(671)
Second Quarter(3,723)1,669 (2,054)
Total
$(5,627)$2,902 $(2,725)

The table below sets forth expenditures for revenue earning vehicles, net of disposal proceeds, by segment.
Cash inflow (cash outflow)Six Months Ended
June 30,
($ in millions)20252024$ Change% Change
Americas RAC$(1,405)$(2,446)$1,041 (43)
International RAC(241)(279)38 (14)
Total $(1,646)$(2,725)$1,079 (40)

Proceeds from disposal of revenue earning vehicles increased $1.3 billion, or 46%, in the first half of 2025 compared to the same period in 2024, primarily in our Americas RAC segment resulting from per unit gains on increased vehicle dispositions recognized in the first half of 2025 compared to per unit losses recognized in the
61

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

same period in 2024. Revenue earning vehicle expenditures increased $269 million, or 5%, in the first half of 2025 compared to the same period in 2024, primarily in our Americas RAC segment, resulting from increased vehicle acquisitions.

Non-Vehicle Capital Asset Expenditures and Disposals

The table below sets forth our non-vehicle capital asset expenditures and related disposal proceeds from non-vehicle capital assets disposed of or to be disposed of for the periods shown.
Cash inflow (cash outflow)Non-Vehicle Capital Assets
(In millions)Capital
Expenditures
Disposal
Proceeds
Net Capital
Expenditures
2025
First Quarter$(22)$27 $
Second Quarter(22)99 77 
Total $(44)$126 $82 
2024
First Quarter$(33)$$(30)
Second Quarter(26)(22)
Total
$(59)$$(52)

The table below sets forth non-vehicle capital asset expenditures, net of disposal proceeds, by segment.
Cash inflow (cash outflow)Six Months Ended
June 30,
  
($ in millions)20252024$ Change% Change
Americas RAC$65 $(28)$93 NM
International RAC17 (5)22 NM
Corporate— (19)19 (100)
Total $82 $(52)$134 NM
NM - Not meaningful

In the first half of 2025, proceeds for non-vehicle capital assets increased by $119 million compared to the same period in 2024, primarily in our Americas RAC segment, resulting from the disposition of certain non-vehicle capital assets, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report. In the first half of 2025, expenditures for non-vehicle capital assets decreased by $15 million, or 25%, compared to the same period in 2024, primarily in our Americas RAC segment, driven in part to reduced location refurbishment spend.

CONTRACTUAL AND OTHER OBLIGATIONS

In June 2025, we sold and leased back certain land and buildings, inclusive of site improvements, associated with operating sites in our Americas RAC segment. The land portions of the sales qualified for sale-leaseback accounting, and are accounted for as operating leases with expected terms of 40 years, inclusive of extensions we currently intend to exercise, and have aggregate future minimum lease payments of $483 million. Refer to Note 6, "Leases," in Part I, Item 1 of this Quarterly Report for our minimum fixed lease obligations under existing agreements as a lessee as of June 30, 2025.

In July 2025, we sold and leased back certain real estate associated with an operating site in our Americas RAC segment. The sale qualifies for sale-leaseback accounting, in which the leaseback will be classified as an operating lease with an expected term of 50 years, inclusive of extensions the Company currently intends to exercise, and will have aggregate future minimum lease payments between $375 million and $385 million. Refer also to Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.
62

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Except as discussed above, as of June 30, 2025, there have been no material changes outside of the ordinary course of business with respect to our material cash requirements for our contractual and other obligations as set forth in the table included in Part II, Item 7 of our 2024 Form 10-K. Changes to our aggregate indebtedness, including related interest and terms of new issuances, are disclosed in Note 5, "Debt," in Part I, Item 1 of this Quarterly Report.

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

Indemnification Obligations

There have been no significant changes to our indemnification obligations as compared to those disclosed in Note 15, "Contingencies and Off-Balance Sheet Commitments," in Part II, Item 8 of our 2024 Form 10-K.

We regularly evaluate the probability of having to incur costs associated with these indemnification obligations and have accrued for expected losses that are probable and estimable.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There have been no significant changes to our significant accounting policies due to adoption of recently issued accounting pronouncements as compared to those disclosed in Note 2, "Significant Accounting Policies," in Part II, Item 8 of our 2024 Form 10-K. For a discussion of recently issued accounting pronouncements, see Note 2, "Basis of Presentation and Recently Issued Accounting Pronouncements," in Part I, Item 1 of this Quarterly Report.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this Quarterly Report include "forward-looking statements." Forward-looking statements are identified by words such as "believe," "expect," "project," "potential," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts," "guidance" or similar expressions, and include information concerning our liquidity, our results of operations, our business strategies, economic and industry conditions and other information. These forward-looking statements are based on certain assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors. We believe these judgments are reasonable, but you should understand that these forward-looking statements are not guarantees of future performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.

Important factors that could affect our actual results and cause them to differ materially from those expressed in forward-looking statements include, among other things, those that may be disclosed from time to time in subsequent reports filed with, or furnished to, the SEC, those described under Item 1A, "Risk Factors," in our 2024 Form 10-K and set forth in this Quarterly Report, and the following, which also summarizes the principal risks of our business:
mix of program and non-program vehicles in our fleet, which can lead to increased exposure to residual value risk upon disposition;
the potential for residual values associated with non-program vehicles in our fleet to decline, including suddenly or unexpectedly, or fail to follow historical seasonal patterns;
our ability to purchase adequate supplies of competitively priced vehicles at a reasonable cost in order to efficiently service rental demand, including upon any disruptions in the global supply chain;
our ability to effectively dispose of vehicles, at the times and through the channels, that maximize our returns;
the age of our fleet and its impact on vehicle carrying costs and customer service scores, as well as on our ability to sell vehicles at acceptable prices and times;
63

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

disruptions in the supply chain, including in connection with any increases in tariffs or changes in tariff policies or trade agreements;
whether a manufacturer of our program vehicle fulfills its repurchase obligations;
the frequency or extent of manufacturer safety recalls;
levels of travel demand, particularly business and leisure travel in the U.S. and in global markets;
seasonality and other occurrences that disrupt rental activity during our peak periods, including in critical geographies;
our ability to accurately estimate future levels of rental activity and adjust the number, location and mix of vehicles used in our rental operations accordingly;
our ability to implement our business strategy or strategic transactions, including our ability to implement plans to support a modern mobility ecosystem;
our ability to achieve cost savings and normalized depreciation levels, as well as revenue enhancements from our profitability initiatives and other operational programs;
our ability to adequately respond to changes in technology impacting the mobility industry;
significant changes in the competitive environment and the effect of competition in our markets on rental volume and pricing;
our reliance on third-party distribution channels and related prices, commission structures and transaction volumes;
our ability to offer services for a favorable customer experience, and to retain and develop customer loyalty and market share;
our ability to maintain our network of leases and vehicle rental concessions at airports and other key locations in the U.S. and internationally;
our ability to maintain favorable brand recognition and a coordinated branding and portfolio strategy;
our ability to attract and retain effective front-line employees, senior management and other key employees;
our ability to effectively manage our union relations and labor agreement negotiations;
our ability to manage and respond to cybersecurity threats and cyber attacks on our information technology systems or those of our third-party providers;
our ability, and that of our key third-party partners, to prevent the misuse or theft of information we possess, including as a result of cyber attacks and other security threats;
our ability to evaluate, maintain, upgrade and consolidate our information technology systems;
our ability to comply with current and future laws and regulations in the U.S. and internationally regarding data protection, data security and privacy risks;
risks associated with operating in many different countries, including the risk of a violation or alleged violation of applicable anti-corruption or anti-bribery laws, and our ability to repatriate cash from non-U.S. affiliates without adverse tax consequences;
risks relating to tax laws, including the elimination of tax credits for EVs purchased after September 30, 2025 and those tax laws that affect our ability to recapture accelerated tax depreciation and expensing, as well as any adverse determinations or rulings by tax authorities;
our ability to utilize our net operating loss carryforwards;
our exposure to uninsured liabilities relating to personal injury, death and property damage, or otherwise, including material litigation;
the potential for adverse changes in laws, regulations, policies or other activities of governments, agencies and similar organizations, including those related to environmental matters, optional insurance products or policies, franchising and licensing matters, the ability to pass-through rental
64

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

car related expenses or taxes, among others, that affect our operations, our costs or applicable tax rates;
the risk of an impairment of our long-lived assets, which risk could be impacted by, among other things, the timing of our fleet rotation;
our ability to recover our goodwill and indefinite-lived intangible assets when performing impairment analysis;
the potential for changes in management's best estimates and assessments;
our ability to maintain an effective compliance program;
the availability of earnings and funds from our subsidiaries;
our ability to comply, and the cost and burden of complying, with corporate and social responsibility regulations or expectations of stakeholders, and otherwise advance our corporate responsibility priorities;
the availability of additional, or continued sources, of financing at acceptable rates for our revenue earning vehicles and to refinance our existing indebtedness, and our ability to comply with the covenants in the agreements governing our indebtedness;
the extent to which our consolidated assets secure our outstanding indebtedness;
volatility in our share price, our ownership structure and certain provisions of our charter documents, which could, among other things, negatively affect the market price of our common stock;
our ability to implement an effective business continuity plan to protect the business in exigent circumstances;
our ability to effectively maintain effective internal control over financial reporting; and
our ability to execute strategic transactions.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date of this Quarterly Report and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
65

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks, including the effects of changes in interest rates (including credit spreads), foreign currency exchange rates and fluctuations in fuel prices. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to counterparty nonperformance on such instruments.

There have been no material changes to the information reported under Part II, Item 7A of our 2024 Form 10-K.

ITEM 4.     CONTROLS AND PROCEDURES

HERTZ GLOBAL

Evaluation of Disclosure Controls and Procedures

Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

HERTZ

Evaluation of Disclosure Controls and Procedures

Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

66

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

For a description of certain pending legal proceedings see Note 12, "Contingencies and Off-Balance Sheet Commitments," in Part I, Item 1 of this Quarterly Report.

ITEM 1A.    RISK FACTORS

Part I, Item 1A of our 2024 Form 10-K for the year ended December 31, 2024 includes certain risk factors that could materially affect our business, financial condition or future results. There have been no material changes to those risk factors.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5.    OTHER INFORMATION

During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) entered into any (i) contract or written plan for the purchase or sale of securities of Hertz Global intended to satisfy the affirmative defense conditions of (c) under the Exchange Act or (ii) trading arrangement.

ITEM 6.    EXHIBITS

(a)Exhibits:
The attached list of exhibits in the "Exhibit Index" immediately preceding the signature page to this Quarterly Report is filed as part of this Quarterly Report and is incorporated herein by reference in response to this item.
67

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit
Number
Description
10.1Hertz Holdings
Hertz
10.2Hertz Holdings
Hertz
10.3Hertz Holdings
Hertz
10.4Hertz Holdings
Hertz
10.5Hertz Holdings
Hertz
10.6Hertz Holdings
Hertz
68

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)
Exhibit
Number
Description
10.7Hertz Holdings
Hertz
Amended and Restated Master Definitions and Constructions Agreement as amended and restated on May 9, 2025, by and among International Fleet Financing No. 2 B.V., Hertz Automobielen Nederland B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SLU, Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas, BNP Paribas, Italian Branch, BNP Paribas S.A., Hertz Italiana S.R.L., IFM SPV S.R.L., Hertz Fleet Italiana S.R.L., Credit Agricole Corporate and Investment Bank, Hertz Europe Limited, The Hertz Corporation, BNP Paribas, Luxembourg Branch, TMF SFS Management BV, TMF France Management SARL, TMF France SAS, KPMG Advisory SAS, BNP Paribas Trust Corporation UK Limited, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands Branch, Banca Nazionale Del Lavoro S.P.A., Sanne Trustee Services Limited, certain committed note purchasers, conduit investors and funding agents named therein, Hertz Holdings Netherlands 2 B.V. and Hertz International Limited (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on May 9, 2025)
10.8Hertz Holdings
Hertz
10.9Hertz Holdings
Hertz
10.10Hertz Holdings
Hertz
10.11Hertz Holdings
Hertz
10.12Hertz Holdings
Hertz
10.13Hertz Holdings
Hertz
10.14Hertz Holdings
Hertz
31.1Hertz Holdings
31.2Hertz Holdings
31.3Hertz
31.4Hertz
69

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)
Exhibit
Number
Description
32.1Hertz Holdings
32.2Hertz Holdings
32.3Hertz
32.4Hertz
101.INSHertz Holdings
Hertz
InIine XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHHertz Holdings
Hertz
Inline XBRL Taxonomy Extension Schema Document*
101.CALHertz Holdings
Hertz
Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFHertz Holdings
Hertz
Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABHertz Holdings
Hertz
Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PREHertz Holdings
Hertz
Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104Hertz Holdings
Hertz
Cover Page Interactive Data File (Embedded within the Inline XBRL document)
______________________________________________________________________________
† Indicates management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
70

Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
Date:August 7, 2025HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Registrants)
  By:/s/ SCOTT M. HARALSON
   
Scott M. Haralson
Executive Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Authorized Signatory)
71

Similar companies

See also U-Haul Holding Co /NV/ - Annual report 2023 (10-K 2023-03-31) Annual report 2023 (10-Q 2023-09-30)
See also AVIS BUDGET GROUP, INC. - Annual report 2022 (10-K 2022-12-31) Annual report 2023 (10-Q 2023-09-30)
See also RYDER SYSTEM INC - Annual report 2022 (10-K 2022-12-31) Annual report 2023 (10-Q 2023-09-30)
See also SP Plus Corp - Annual report 2022 (10-K 2022-12-31) Annual report 2023 (10-Q 2023-09-30)
See also Zoomcar Holdings, Inc. - Annual report 2022 (10-K 2022-12-31) Annual report 2023 (10-Q 2023-06-30)