8-K
HERC HOLDINGS INC (HRI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2025
HERC HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33139 | 20-3530539 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
27500 Riverview Center Blvd.
Bonita Springs, Florida 34134
(Address of principal executive offices and zip code)
(239) 301-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | HRI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01 | OTHER EVENTS. |
|---|
(a) Private Offering Press Release
On December 2, 2025, Herc Holdings Inc. (the “Company”) issued a press release announcing a proposed private offering of senior unsecured notes guaranteed on a senior unsecured basis, subject to limited exceptions, by the Company’s current and future domestic subsidiaries, including Herc Rentals Inc. (the “Offering”). A copy of the press release is attached hereto as Exhibit 99.1.
Following the Offering, the Company expects to redeem all $1,200 million in aggregate principal amount of the Company’s 5.50% Senior Notes due 2027 and to pay related fees and expenses.
The notes will be offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
(b) Pro Forma Financial Information
In connection with the proposed Offering, the Company has prepared updated unaudited pro forma combined financial information of the Company and H&E Equipment Services, Inc. (“H&E”), a Delaware corporation which the Company acquired on June 2, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, the nine months ended September 30, 2025 and September 30, 2024 are attached hereto as Exhibit 99.2.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
|---|
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release of Herc Holdings Inc. dated December 2, 2025 announcing proposed private offering of senior unsecured notes. |
| 99.2 | Unaudited pro forma condensed combined financial information of the Company and H&E for the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, the nine months ended September 30, 2025 and September 30, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERC HOLDINGS INC. | |
|---|---|
| (Registrant) | |
| By: | /s/ Mark Humphrey |
| Name: | Mark Humphrey |
| Title: | Senior Vice President and Chief Financial Officer |
Date: December 2, 2025
EX-99.1
Exhibit 99.1
Herc Holdings Announces Proposed Private Offering of $1,200 Million of Senior Unsecured Notes
December 2, 2025
BONITA SPRINGS, Fla.—(BUSINESS WIRE)— Herc Holdings Inc. (NYSE: HRI) (“Herc Holdings” or the “Company”) today announced that it intends to offer $1,200 million **** aggregate principal amount of senior unsecured notes due 2031 and senior unsecured notes due 2034 (together, the “notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions. The terms of the notes will be determined at the time of pricing of the notes.
The notes will be senior unsecured obligations of the Company, and interest will be payable semi-annually in arrears. The notes will be guaranteed on a senior unsecured basis, subject to limited exceptions, by the Company’s current and future domestic subsidiaries, including Herc Rentals Inc.
The net proceeds from the sale of the notes are expected to be used to redeem all $1,200 million in aggregate principal amount of the Company’s 5.50% Senior Notes due 2027 and to pay related fees and expenses.
The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act.
The notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Herc Holdings Inc.
Founded in 1965, Herc Holdings Inc., which operates through its Herc Rentals Inc. subsidiary, is a full-line rental supplier and, with the recent acquisition of H&E Equipment Services, we have 612 locations across North America and 2024 pro forma total revenues were approximately $5.1 billion. We offer products and services aimed at helping customers work more efficiently, effectively, and safely. Our classic fleet includes aerial, earthmoving, material handling, trucks and trailers, air compressors, compaction, and lighting equipment. Our ProSolutions^®^ offering includes industry-specific, solutions-based services in tandem with power generation, climate control, remediation and restoration, pumps, and trench shoring equipment as well as our ProContractor professional grade tools. We employ approximately 9,900 employees, who equip our customers and communities to build a brighter future.
All references to “Herc Holdings” or the “Company” in this press release refer to Herc Holdings Inc. and its subsidiaries, unless otherwise indicated.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, and the Private Securities Litigation Reform Act of 1995. Forward looking statements are generally identified by the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “looks,” and future or conditional verbs, such as “will,” “should,” “could” or “may,” as well as variations of such words or similar expressions. All forward-looking statements are based upon our current expectations and various assumptions and there can be no assurance that our current expectations will be achieved. You should not place undue reliance on the forward-looking statements. They are subject to future events, risks and uncertainties—many of which are beyond our control - as well as potentially inaccurate assumptions, that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following: (1) the cyclical nature of our industry and our dependence on the levels of capital investment and maintenance expenditures by our customers; (2) the competitiveness of our industry, including the potential downward pricing pressures or the inability to increase prices; (3) our dependence on relationships with key suppliers; (4) our heavy reliance on communication networks, centralized information technology systems and third party technology and services and our ability to maintain, upgrade or replace our information technology systems; (5) our ability to respond adequately to changes in technology and customer demands; (6) our ability to attract and retain key management, sales and trades talent; (7) our rental fleet is subject to residual value risk upon disposition; (8) the impact of climate change and the legal and regulatory responses to such change; (9) our ability to execute our strategy to grow through strategic transactions; (10) our significant indebtedness; and (11) our ability to integrate the acquisition of H&E Equipment Services, Inc. into our business and our ability to realize all the anticipated benefits of the transaction. Further information on the risks that may affect our business is included in filings we make with the Securities and Exchange Commission from time to time, including our most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and in our other SEC filings. We undertake no obligation to update or revise forward-looking statements that have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.
EX-99.2
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On June 2, 2025, Herc Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of H&E Equipment Services, Inc. (“H&E”) pursuant to the Agreement and Plan of Merger, dated February 19, 2025, by and among the Company, HR Merger Sub Inc., a direct wholly owned subsidiary of the Company, and H&E (the “Merger Agreement”).
The unaudited pro forma condensed combined statement of operations is presented as if the Acquisition occurred on January 1, 2024, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial information reflect the following pro forma adjustments related to the Acquisition, based on available information and certain assumptions that management believes are reasonable:
| • | the Acquisition was accounted for using the acquisition method of accounting, with Herc identified as the<br>acquirer; |
|---|---|
| • | certain reclassification adjustments to conform H&E’s historical financial presentation to Herc’s<br>financial statements presentation; |
| --- | --- |
| • | the assumption of liabilities by Herc for any remaining transaction-related expenses to be incurred; and<br> |
| --- | --- |
| • | the estimated tax impact of pro forma adjustments. |
| --- | --- |
The unaudited pro forma condensed combined financial information should be read in conjunction with:
| • | accompanying notes to the unaudited pro forma condensed combined financial information; |
|---|---|
| • | Herc’s unaudited historical condensed consolidated financial statements for the nine months ended<br>September 30, 2025 and 2024 in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025; |
| --- | --- |
| • | Herc’s audited historical condensed consolidated financial statements for the year ended December 31,<br>2024 in the Annual Report on Form 10-K for the year ended December 31, 2024; |
| --- | --- |
| • | H&E’s unaudited historical condensed consolidated financial statements for the three months ended<br>March 31, 2025 in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025; and |
| --- | --- |
| • | H&E’s audited historical financial statements for the year ended December 31, 2024 in the Annual<br>Report on Form 10-K of H&E for the year ended December 31, 2024. |
| --- | --- |
| • | H&E’s unaudited historical financial statements for the nine months ended September 30, 2024 in<br>the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. |
| --- | --- |
The allocation of the purchase price used in the unaudited pro forma condensed combined financial information is based on the fair value of the assets acquired and liabilities assumed, and the related income tax impact of the acquisition accounting adjustments. The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as the analysis of the fair values at the date of the acquisition is completed. Certain estimated fair values for the acquisition, including goodwill, intangible assets, right-of-use lease assets, lease liabilities and income taxes, are not yet finalized. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed.
Accordingly, the final purchase accounting adjustments may be materially different from the pro forma adjustments presented herein. Increases or decreases in the fair value of assets acquired and liabilities assumed may change the amount of the purchase price allocated to goodwill and other assets and liabilities. This may impact the unaudited pro forma condensed combined statement of operations due to an increase or decrease in the amount of amortization or depreciation of the adjusted assets, among other items.
The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only, and is not necessarily indicative of the operating results or financial position that would have occurred if the Acquisition had been consummated on the date indicated, nor are they necessarily indicative of any future operating results or financial position.
Although the Acquisition has been consummated as of the date of the preparation of the unaudited pro forma condensed combined financial information, there can be no assurance that we will realize all of the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected. See “Risk Factors” in the Annual Report on Form 10-K of Herc for the year ended December 31, 2024 and in the Quarterly Report on Form 10-Q of Herc for the nine months ended September 30, 2025, for additional discussion of risk factors associated with the pro forma financial information.
Items Not Reflected in theUnaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information for the nine months ended September 30, 2024 and the year ended December 31, 2024 do not include the realization of any potential profit improvement, cost savings from operating efficiencies, synergies or other restructuring activities that might result from the Acquisition as of the date of the preparation of the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information for the nine months ended September 30, 2025 include cost savings from operating efficiencies and synergies to the extent realized and other recognized restructuring activities since the acquisition date. Further, there may be additional charges related to the restructuring or other integration activities resulting from the Acquisition, the timing, nature and amount of which management cannot identify as of the date of this filing, and thus, such charges are not reflected in the unaudited pro forma condensed combined financial information.
2
HERC HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(In millions, except per share data)
| Historical | Pro Forma | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Herc | H&E^(1)^ | ReclassificationAdjustments | Note 2 | Adjustments | Note 3 | Pro FormaCombined | |||||||||||||
| Revenues: | |||||||||||||||||||
| Equipment rental | $ | 2,731 | $ | 455 | $ | — | $ | — | $ | 3,186 | |||||||||
| Sales of rental equipment | 362 | 46 | — | — | 408 | ||||||||||||||
| Sales of new equipment | — | 11 | (11 | ) | (a) | — | — | ||||||||||||
| Sales of new equipment, parts and supplies | 46 | — | 27 | (a) | — | 73 | |||||||||||||
| Parts, service and other | — | 24 | (24 | ) | (a), (b) | — | — | ||||||||||||
| Service and other revenue | 28 | — | 8 | (b) | — | 36 | |||||||||||||
| Total revenues | **** | 3,167 | **** | **** | 536 | **** | **** | — | **** | **** | — | **** | **** | 3,703 | **** | ||||
| Expenses: | |||||||||||||||||||
| Direct operating | 1,173 | — | 233 | (c), (d) | — | 1,406 | |||||||||||||
| Depreciation of rental equipment | 613 | 157 | — | (27 | ) | (A) | 743 | ||||||||||||
| Rental expense | — | 71 | (71 | ) | (c) | — | — | ||||||||||||
| Rental other | — | 54 | (54 | ) | (c) | — | — | ||||||||||||
| Cost of sales of rental equipment | 296 | 19 | — | — | 315 | ||||||||||||||
| Cost of sales of new equipment, parts and supplies | 30 | — | 24 | (e) | — | 54 | |||||||||||||
| Sales of new equipment | — | 9 | (9 | ) | (e) | — | — | ||||||||||||
| Parts, service and other | — | 18 | (18 | ) | (d), (e) | — | — | ||||||||||||
| Selling, general and administrative | 411 | 183 | (132 | ) | (d), (f) | (3 | ) | (B) | 459 | ||||||||||
| Transaction expenses | 185 | 51 | — | — | 236 | ||||||||||||||
| Non-rental depreciation and amortization | 148 | — | 27 | (f) | 46 | (C) | 221 | ||||||||||||
| Gain from sales of property and equipment, net | — | (5 | ) | 5 | (g) | — | — | ||||||||||||
| Interest expense, net | 282 | 26 | — | 97 | (D) | 405 | |||||||||||||
| Loss on assets held for sale | 48 | — | — | — | 48 | ||||||||||||||
| Other income, net | (3 | ) | (3 | ) | (5 | ) | (g) | — | (11 | ) | |||||||||
| Total expenses | **** | 3,183 | **** | **** | 580 | **** | **** | — | **** | **** | 113 | **** | **** | 3,876 | **** | ||||
| Loss before income taxes | **** | (16 | ) | **** | (44 | ) | **** | — | **** | **** | (113 | ) | **** | (173 | ) | ||||
| Income tax benefit (provision) | (7 | ) | 4 | — | 28 | (E) | 25 | ||||||||||||
| Net loss | $ | (23 | ) | $ | (40 | ) | $ | — | **** | $ | (85 | ) | $ | (148 | ) | ||||
| Basic loss per share | $ | (0.75 | ) | $ | (4.46 | ) | |||||||||||||
| Diluted loss per share | $ | (0.75 | ) | $ | (4.46 | ) | |||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||
| Basic | 30.6 | 2.6 | (F) | 33.2 | |||||||||||||||
| Diluted | 30.6 | 2.6 | (F) | 33.2 | |||||||||||||||
| (1) | See Note 2 for reconciliation. | ||||||||||||||||||
| --- | --- |
3
HERC HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(In millions, except per share data)
| Historical | Pro Forma | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Herc | H&E | ReclassificationAdjustments | Note 2 | Adjustments | Note 3 | Pro FormaCombined | |||||||||||
| Revenues: | |||||||||||||||||
| Equipment rental | $ | 3,189 | $ | 1,253 | $ | — | $ | — | $ | 4,442 | |||||||
| Sales of rental equipment | 311 | 139 | — | — | 450 | ||||||||||||
| Sales of new equipment | — | 56 | (56 | ) | (h) | — | — | ||||||||||
| Sales of new equipment, parts and supplies | 37 | — | 101 | (h) | — | 138 | |||||||||||
| Parts, service and other | — | 69 | (69 | ) | (h), (i) | — | — | ||||||||||
| Service and other revenue | 31 | — | 24 | (i) | — | 55 | |||||||||||
| Total revenues | **** | 3,568 | **** | **** | 1,517 | **** | **** | — | **** | **** | — | **** | **** | 5,085 | **** | ||
| Expenses: | |||||||||||||||||
| Direct operating | 1,291 | — | 586 | (j), (k) | — | 1,877 | |||||||||||
| Depreciation of rental equipment | 679 | 375 | — | (76 | ) | (A) | 978 | ||||||||||
| Rental expense | — | 174 | (174 | ) | (j) | — | — | ||||||||||
| Rental other | — | 142 | (142 | ) | (j) | — | — | ||||||||||
| Cost of sales of rental equipment | 224 | 54 | — | — | 278 | ||||||||||||
| Cost of sales of new equipment, parts and supplies | 24 | — | 86 | (l) | — | 110 | |||||||||||
| Sales of new equipment | — | 46 | (46 | ) | (l) | — | — | ||||||||||
| Parts, service and other | — | 50 | (50 | ) | (k), (l) | — | — | ||||||||||
| Selling, general and administrative | 469 | 452 | (319 | ) | (k),(m) | 23 | (B) | 625 | |||||||||
| Transaction expenses | 11 | 4 | — | — | 15 | ||||||||||||
| Non-rental depreciation and amortization | 127 | — | 59 | (m) | 111 | (C) | 297 | ||||||||||
| Loss (gain) from sales of property and equipment, net | — | (10 | ) | 10 | (n) | — | — | ||||||||||
| Interest expense, net | 260 | 73 | — | 240 | (D) | 573 | |||||||||||
| Loss on assets held for sale | 194 | — | — | — | 194 | ||||||||||||
| Other income, net | (2 | ) | (6 | ) | (10 | ) | (n) | — | (18 | ) | |||||||
| Total expenses | **** | 3,277 | **** | **** | 1,354 | **** | **** | — | **** | **** | 298 | **** | **** | 4,929 | **** | ||
| Income (loss) before income taxes | **** | 291 | **** | **** | 163 | **** | **** | — | **** | **** | (298 | ) | **** | 156 | **** | ||
| Income tax benefit (provision) | (80 | ) | (40 | ) | — | 74 | (E) | (46 | ) | ||||||||
| Net income (loss) | $ | 211 | **** | $ | 123 | **** | $ | — | **** | $ | (224 | ) | $ | 110 | **** | ||
| Basic earnings per share | $ | 7.43 | $ | 3.32 | |||||||||||||
| Diluted earnings per share | $ | 7.40 | $ | 3.31 | |||||||||||||
| Weighted average shares outstanding | |||||||||||||||||
| Basic | 28.4 | 4.7 | (F) | 33.1 | |||||||||||||
| Diluted | 28.5 | 4.7 | (F) | 33.2 |
4
HERC HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
(In millions, except per share data)
| Historical | Pro Forma | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Herc | H&E | ReclassificationAdjustments | Note 2 | Adjustments | Note 3 | Pro FormaCombined | |||||||||||||
| Revenues: | |||||||||||||||||||
| Equipment rental | $ | 2,350 | $ | 934 | $ | — | $ | — | $ | 3,284 | |||||||||
| Sales of rental equipment | 215 | 111 | — | — | 326 | ||||||||||||||
| Sales of new equipment | — | 35 | (35 | ) | (o) | — | — | ||||||||||||
| Sales of new equipment, parts and supplies | 28 | — | 70 | (o) | — | 98 | |||||||||||||
| Parts, service and other | — | 53 | (53 | ) | (o), (p) | — | — | ||||||||||||
| Service and other revenue | 24 | — | 18 | (p) | — | 42 | |||||||||||||
| Total revenues | **** | 2,617 | **** | **** | 1,133 | **** | **** | — | **** | **** | — | **** | **** | 3,750 | **** | ||||
| Expenses: | |||||||||||||||||||
| Direct operating | 967 | — | 439 | (q), (r) | — | 1,406 | |||||||||||||
| Depreciation of rental equipment | 499 | 279 | — | (59 | ) | (A) | 719 | ||||||||||||
| Rental expense | — | 131 | (131 | ) | (q) | — | — | ||||||||||||
| Rental other | — | 106 | (106 | ) | (q) | — | — | ||||||||||||
| Cost of sales of rental equipment | 157 | 42 | — | — | 199 | ||||||||||||||
| Cost of sales of new equipment, parts and supplies | 18 | — | 60 | (s) | — | 78 | |||||||||||||
| Sales of new equipment | — | 29 | (29 | ) | (s) | — | — | ||||||||||||
| Parts, service and other | — | 38 | (38 | ) | (r), (s) | — | — | ||||||||||||
| Selling, general and administrative | 349 | 339 | (238 | ) | (r), (t) | 25 | (B) | 475 | |||||||||||
| Transaction expenses | 9 | — | — | — | 9 | ||||||||||||||
| Non-rental depreciation and amortization | 92 | — | 43 | (t) | 83 | (C) | 218 | ||||||||||||
| Loss (gain) from sales of property and equipment, net | — | (6 | ) | 6 | (u) | — | — | ||||||||||||
| Interest expense, net | 193 | 55 | — | 184 | (D) | 432 | |||||||||||||
| Other income, net | (1 | ) | (4 | ) | (6 | ) | (u) | — | (11 | ) | |||||||||
| Total expenses | **** | 2,283 | **** | **** | 1,009 | **** | **** | — | **** | **** | 233 | **** | **** | 3,525 | **** | ||||
| Income (loss) before income taxes | **** | 334 | **** | **** | 124 | **** | **** | — | **** | **** | (233 | ) | **** | 225 | **** | ||||
| Income tax benefit (provision) | (77 | ) | (34 | ) | — | 58 | (E) | (53 | ) | ||||||||||
| Net income (loss) | $ | 257 | **** | $ | 90 | **** | $ | — | **** | $ | (175 | ) | $ | 172 | **** | ||||
| Basic earnings per share | $ | 9.05 | $ | 5.20 | |||||||||||||||
| Diluted earnings per share | $ | 9.02 | $ | 5.18 | |||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||
| Basic | 28.4 | 4.7 | (F) | 33.1 | |||||||||||||||
| Diluted | 28.5 | 4.7 | (F) | 33.2 |
5
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In millions, except per share data)
Note 1 - Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been derived from the historical consolidated financial statements of Herc and H&E and gives pro forma effect to the events that are directly attributable to the Acquisition and are factually supportable. The unaudited proforma condensed combined statement of operations gives effect to the Acquisition as if the Acquisition had been completed on January 1, 2024.
The transaction is being accounted for under the acquisition method of accounting, and accordingly, the allocation of the preliminary purchase price is based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed as of June 2, 2025, using currently available information. Certain estimated fair values for the acquisition, including goodwill, intangible assets, right-of-use lease assets, lease liabilities and income taxes, are not yet finalized as of the preparation date of the pro forma information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. Due to the fact that the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on Herc’s financial position and results of operations may differ significantly from the pro forma amounts included herein. Herc expects to finalize its allocation of the purchase consideration as soon as practicable after Acquisition.
The preliminary fair value assessment of the assets acquired and liabilities assumed is as follows:
| Total value of Herc common shares issued | $ | 584 | |
|---|---|---|---|
| Assumed H&E debt paid off | 1,363 | ||
| Cash consideration paid | 2,869 | ||
| Total purchase price | 4,816 | ||
| Cash | 5 | ||
| Accounts receivable | 188 | ||
| Other current assets | 22 | ||
| Rental equipment | 1,782 | ||
| Property and equipment | 288 | ||
| Right-of-use lease<br>assets | 567 | ||
| Finite-lived intangible assets | 1,110 | ||
| Amounts attributable to assets acquired | 3,962 | ||
| Accounts payable and accrued liabilities | (187 | ) | |
| Operating lease liabilities | (567 | ) | |
| Finance lease liabilities | (7 | ) | |
| Deferred tax liabilities | (628 | ) | |
| Amounts attributable to liabilities assumed | (1,389 | ) | |
| Total identifiable net assets | 2,573 | ||
| Goodwill | $ | 2,243 | **** |
Certain amounts in the historical financial statements of H&E have been reclassified to conform with Herc’s historical financial presentation or to conform with Herc’s accounting policies. The unaudited pro forma condensed combined financial information presented in this document does not necessarily indicate the results of operations or the combined financial position that would have resulted had the offer and the Acquisition been completed at the beginning of the applicable period presented, nor is it indicative of the results of operation in future periods or the future financial position of the combined company.
6
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In millions, except per share data)
Note 2 - H&E Historical Information and Reclassification Adjustments
The following reconciles the reported historical first quarter 2025 results of H&E to the amounts presented in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025.
| H&E | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months EndedMarch 31, 2025 | April 1, 2025 throughJune 1, 2025 | Five Months EndedJune 1, 2025 | |||||||
| Revenues: | |||||||||
| Equipment rental | $ | 274 | $ | 181 | $ | 455 | |||
| Sales of rental equipment | 24 | 22 | 46 | ||||||
| Sales of new equipment | 7 | 4 | 11 | ||||||
| Sales of new equipment, parts and supplies | — | — | — | ||||||
| Parts, service and other | 14 | 10 | 24 | ||||||
| Service and other revenue | — | — | — | ||||||
| Total revenues | **** | 319 | **** | **** | 217 | **** | **** | 536 | **** |
| Expenses: | |||||||||
| Direct operating | — | — | — | ||||||
| Depreciation of rental equipment | 95 | 62 | 157 | ||||||
| Rental expense | 42 | 29 | 71 | ||||||
| Rental other | 32 | 22 | 54 | ||||||
| Cost of sales of rental equipment | 10 | 9 | 19 | ||||||
| Cost of sales of new equipment, parts and supplies | — | — | — | ||||||
| Sales of new equipment | 6 | 3 | 9 | ||||||
| Parts, service and other | 11 | 7 | 18 | ||||||
| Selling, general and administrative | 111 | 72 | 183 | ||||||
| Transaction expenses | 10 | 41 | 51 | ||||||
| Non-rental depreciation and amortization | — | — | — | ||||||
| Gain from sales of property and equipment, net | (4 | ) | (1 | ) | (5 | ) | |||
| Interest expense, net | 16 | 10 | 26 | ||||||
| Loss on assets held for sale | — | — | — | ||||||
| Other income, net | (2 | ) | (1 | ) | (3 | ) | |||
| Total expenses | **** | 327 | **** | **** | 253 | **** | **** | 580 | **** |
| Income (loss) before income taxes | **** | (8 | ) | **** | (36 | ) | **** | (44 | ) |
| Income tax benefit (provision) | 2 | 2 | 4 | ||||||
| Net income (loss) | $ | (6 | ) | $ | (34 | ) | $ | (40 | ) |
7
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In millions, except per share data)
The following reclassification adjustments have been made to conform H&E’s historical financial information to Herc’s financial statement presentation. Some amounts may not agree to the H&E historical financial statements due to rounding.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2025:
| a. | Represents the reclassification of H&E’s Sales of new equipment of $11 million and<br>H&E’s Parts, service, and other of $16 million to Herc’s Sales of new equipment, parts and supplies. |
|---|---|
| b. | Represents the reclassification of H&E’s Parts, service, and other of $8 million to Herc’s<br>Service and other revenue. |
| --- | --- |
| c. | Represents the reclassification of H&E’s Rental expense and Rental other to Herc’s Direct<br>operating expense. |
| --- | --- |
| d. | Represents the reclassification of $105 million from H&E’s Selling, general and administrative<br>and $3 million from H&E’s Parts, service and other to Herc’s Direct operating expense. |
| --- | --- |
| e. | Represents the reclassification of H&E’s Sales of new equipment and $15 million from<br>H&E’s Parts, service, and other to Herc’s Cost of sales of new equipment, parts and supplies. |
| --- | --- |
| f. | Represents the reclassification of $27 million of non-rental<br>depreciation and intangible amortization included in H&E’s Selling, general and administrative to Herc’s Non-rental depreciation and amortization. |
| --- | --- |
| g. | Represents the reclassification of H&E’s Gain on sales of property and equipment, net to Herc’s<br>Other, net. |
| --- | --- |
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2024:
| h. | Represents the reclassification of H&E’s Sales of new equipment of $56 million and<br>H&E’s Parts, service, and other of $45 million to Herc’s Sales of new equipment, parts and supplies. |
|---|---|
| i. | Represents the reclassification of H&E’s Parts, service, and other of $24 million to<br>Herc’s Service and other revenue. |
| --- | --- |
| j. | Represents the reclassification of H&E’s Rental expense and Rental other to Herc’s Direct<br>operating expense. |
| --- | --- |
| k. | Represents the reclassification of $260 million from H&E’s Selling, general and administrative<br>and $10 million from H&E’s Parts, service and other to Herc’s Direct operating expense. |
| --- | --- |
| l. | Represents the reclassification of H&E’s Sales of new equipment and $40 million from<br>H&E’s Parts, service, and other to Herc’s Cost of sales of new equipment, parts and supplies. |
| --- | --- |
| m. | Represents the reclassification of $59 million of non-rental<br>depreciation and intangible amortization included in H&E’s Selling, general and administrative to Herc’s Non-rental depreciation and amortization. |
| --- | --- |
| n. | Represents the reclassification of H&E’s Gain on sales of property and equipment, net to Herc’s<br>Other, net. |
| --- | --- |
Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2024:
| o. | Represents the reclassification of H&E’s Sales of new equipment of $35 million and<br>H&E’s Parts, service, and other of $35 million to Herc’s Sales of new equipment, parts and supplies. |
|---|---|
| p. | Represents the reclassification of H&E’s Parts, service, and other of $18 million to<br>Herc’s Service and other revenue. |
| --- | --- |
| q. | Represents the reclassification of H&E’s Rental expense and Rental other to Herc’s Direct<br>operating expense. |
| --- | --- |
| r. | Represents the reclassification of $195 million from H&E’s Selling, general and administrative<br>and $7 million from H&E’s Parts, service and other to Herc’s Direct operating expense. |
| --- | --- |
8
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In millions, except per share data)
| s. | Represents the reclassification of H&E’s Sales of new equipment and $31 million from<br>H&E’s Parts, service, and other to Herc’s Cost of sales of new equipment, parts and supplies. |
|---|---|
| t. | Represents the reclassification of $43 million of non-rental<br>depreciation and intangible amortization included in H&E’s Selling, general and administrative to Herc’s Non-rental depreciation and amortization. |
| --- | --- |
| u. | Represents the reclassification of H&E’s Gain on sales of property and equipment, net to Herc’s<br>Other, net. |
| --- | --- |
Note 3 - Pro Forma Adjustments
The pro forma and reclassification adjustments included in the unaudited pro forma condensed combined financial information are as follows:
| A. | Depreciation expense related to rental equipment will decrease as a result of the preliminary adjustment to<br>record H&E’s depreciation expense using the useful lives and salvage values based on Herc’s accounting policy. For purposes of determining the impact on the unaudited pro forma condensed combined statements of operations, the rental<br>equipment is being depreciated using a straight-line method over an estimated useful life of ranging from 4 to 15 years depending on rental equipment type. | ||
|---|---|---|---|
| Nine Months EndedSeptember 30, 2025 | |||
| --- | --- | --- | --- |
| Elimination of H&E’s historical rental equipment depreciation expense | $ | (157 | ) |
| Rental equipment depreciation expense, based on Herc accounting policy | 130 | ||
| Net decrease in depreciation of rental equipment | $ | (27 | ) |
| Year Ended<br>December 31, 2024 | |||
| Elimination of H&E’s historical rental equipment depreciation expense | $ | (375 | ) |
| Rental equipment depreciation expense, based on Herc accounting policy | 299 | ||
| Net decrease in depreciation of rental equipment | $ | (76 | ) |
| Nine Months EndedSeptember 30, 2024 | |||
| Elimination of H&E’s historical rental equipment depreciation expense | $ | (279 | ) |
| Rental equipment depreciation expense, based on Herc accounting policy | 220 | ||
| Net decrease in depreciation of rental equipment | $ | (59 | ) |
| B. | Estimated additional stock based compensation expense relates to outstanding H&E restricted stock awards<br>and performance stock units in accordance with the Merger Agreement. | ||
| --- | --- | ||
| C. | Amortization expense will increase as a result of the customer relationship intangible asset of<br>$1.1 billion recognized from the Acquisition. For purposes of determining the impact on the unaudited pro forma condensed combined statements of operations, the customer relationship intangible asset is being amortized using a straight-line<br>method over an useful life of 10 years. | ||
| --- | --- | ||
| D. | Interest expense, including the amortization of capitalized debt issuance costs, increased as a result of the<br>financing transactions executed in June 2025 related to the Acquisition. Herc financed the transactions in the Merger Agreement with a combination of newly issued debt and/or borrowings and drawings using existing capacity under its existing ABL<br>facility. For purposes of determining the impact on the unaudited pro forma condensed combined statements of operations, historical interest expense related to extinguished debt was<br> | ||
| --- | --- |
9
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In millions, except per share data)
| eliminated and interest expense was calculated for new borrowings based on the borrowings rates applicable to the financing transactions, including a weighted-average borrowing rate of<br>6.6 percent on long-term debt. An assumed interest rate increase of 100 basis points related to the new borrowings would increase annual interest expense by approximately $43 million and reduce net income per share by approximately $0.98. | |||
|---|---|---|---|
| Nine Months EndedSeptember 30, 2025 | |||
| --- | --- | --- | --- |
| Elimination of H&E’s historical interest expense | $ | (26 | ) |
| Interest expense, related to new borrowings | 119 | ||
| Amortization of debt issuance costs related to new borrowings | 4 | ||
| Net change in interest expense | $ | 97 | **** |
| Year EndedDecember 31, 2024 | |||
| Elimination of H&E’s historical interest expense | $ | (73 | ) |
| Loss on extinguishment of H&E’s debt | 17 | ||
| Interest expense, related to new borrowings | 286 | ||
| Amortization of debt issuance costs related to new borrowings | 10 | ||
| Net change in interest expense | $ | 240 | **** |
| Nine Months EndedSeptember 30, 2024 | |||
| Elimination of H&E’s historical interest expense | $ | (55 | ) |
| Loss on extinguishment of H&E’s debt | 17 | ||
| Interest expense, related to new borrowings | 215 | ||
| Amortization of debt issuance costs related to new borrowings | 7 | ||
| Net change in interest expense | $ | 184 | **** |
| E. | Reflects the adjustment to the Company’s income tax expense resulting from impact of the acquisition<br>related pro forma adjustments expected to be subject to income tax for the nine months ended September 30, 2025 and 2024, and for the year ended December 31, 2024. The estimated combined blended statutory income tax rate applied to the pro<br>forma adjustments is 25% for periods presented. | ||
| --- | --- | ||
| F. | Pro forma per share data is based on the weighted-average shares outstanding of Herc common shares for the<br>period presented and reflects the issuance of approximately 4.7 million Herc common shares at the closing of the Acquisition. | ||
| --- | --- |
10