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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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Hertz Global Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Laura Torrado c/o Knighthead Capital Management, LLC, 320 Park Avenue, 28th Floor New York, NY, 10022 (212) 356-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/16/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CK Amarillo LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
CK Amarillo GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Certares Opportunities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Knighthead Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Hertz Global Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
8501 Williams Road, Estero,
FLORIDA
, 33928. | |
Item 1 Comment:
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 13 ("Amendment No. 13") amends the Schedule 13D filed with the SEC on July 12, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on November 16, 2021, Amendment No. 2, filed with the SEC on August 1, 2022, Amendment No. 3, filed with the SEC on October 28, 2022, Amendment No. 4, filed with the SEC on February 7, 2023, Amendment No. 5, filed with the SEC on April 27, 2023, Amendment No. 6, filed with the SEC on November 7, 2023, Amendment No. 7, filed with the SEC on July 2, 2024, Amendment No. 8, filed with the SEC on March 26, 2025, Amendment No. 9, filed with the SEC on March 2, 2026, Amendment No. 10, filed with the SEC on August 10, 2026, Amendment No. 11, filed with the SEC on August 24, 2026, and Amendment No. 12, filed with the SEC on October 5, 2026 (together with the Original Schedule 13D, the "Schedule 13D"), relating to the Common Stock of Hertz Global Holdings, Inc., a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Schedule 13D is amended as follows:
On October 16, 2026, the Issuer and certain investors, including certain funds or accounts affiliated with Certares and Knighthead (all such investors, the "JV Investors"), entered into a joint venture arrangement (the "Joint Venture") related to Oro Mobility Holdings LLC (f/k/a Hertz Mobility Holdings LLC) (the "JV Entity"). In connection with the formation of the Joint Venture, but prior to the JV Investor Purchase (as defined below), the Issuer transferred to the JV Entity certain assets relating to the Issuer's Oro Mobility business not already owned by the JV Entity, together with approximately $60.03 million in cash. As part of the Joint Venture, the Issuer, the JV Entity, and the JV Investors entered into a Purchase Agreement (the "Purchase Agreement") pursuant to which the JV Investors agreed to purchase Class A Common Units of the JV Entity from the Issuer, representing 50% of the voting units of the JV Entity and approximately 15.86% of the common units of the JV Entity (before giving effect to any dilution from the management incentive plan of the JV Entity), for aggregate cash consideration of approximately $80.89 million (the "JV Investor Purchase"). Concurrently, the Issuer agreed to repurchase approximately $51.1 million aggregate principal amount of its Exchangeable Notes (as defined and described in Amendment No. 7) from certain funds or accounts affiliated with Certares and/or Knighthead for approximately $20.86 million, representing a 60% discount to par.
Also on October 16, 2026, the Issuer, Hertz Transporting, Inc. ("HTI"), and the JV Investors entered into an Amended and Restated Limited Liability Agreement of the JV Entity effective as of October 19, 2026 (the "LLC Agreement"). Pursuant to the terms of the LLC Agreement, the JV Entity will be governed by a six-person board, with each of the Issuer and the JV Investors entitled to designate three members.
The foregoing descriptions of the Purchase Agreement and LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the text of the Purchase Agreement and LLC Agreement, which are attached hereto as exhibits to this Amendment No. 13 and are incorporated herein by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Schedule 13D is amended as follows:
The response to Item 4 of this Amendment No. 13 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The information set forth in Item 7 of the Schedule 13D is amended as follows:
Exhibit 99.4 Purchase Agreement, dated as of October 16, 2026, by and among the Issuer, the JV Investors party thereto, and the JV Entity (incorporated by reference to Exhibit 10.2 to the Issuer's current report on Form 8-K filed with the SEC on October 20, 2026).
Exhibit 99.5 LLC Agreement, dated as of October 16, 2026, by and among the Issuer, HTI, and the JV Investors party thereto (incorporated by reference to Exhibit 10.3 to the Issuer's current report on Form 8-K filed with the SEC on October 20, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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