赫兹租车美股招股说明书(2026-06-26版)

37,037,037 Shares of Common Stock We are offering 37,037,037 shares of common stock, which we will lend to J.P. Morgan Securities LLC(which we refer to as the “share borrower” when acting in such capacity), an underwriter for this offering.The shares being lent by us to the share borrower are referred to herein as the “borrowed shares.” See“Description of Share Lending Agreement.” We will not receive any proceeds from the sale of the borrowed shares in this offering. The shareborrower or its affiliates will receive all the proceeds from the sale of the borrowed shares, but the shareborrower will pay us a nominal lending fee for the use of the borrowed shares pursuant to the share lending The share borrower has informed us that it or one of its affiliates intends to use the short positioncreated by the share loan described herein and the short sales of the borrowed shares to facilitatetransactions through which investors in the offering of the Exchangeable Senior First-Lien Secured PIKNotes due 2030 (which we refer to as the “notes” and which are being offered in a concurrent private The share borrower will offer and sell by this prospectus the borrowed shares to the public at a price of$2.70 per share concurrently with the concurrent notes offering. Concurrently with this offering, Hertz Corp. is offering up to $350.0 million aggregate principalamount of notes, assuming no exercise by the initial purchasers of the notes of their option to purchaseadditional notes (or up to $400.0million aggregate principal amount of the notes if the initial purchasers ofthe notes exercise their option to purchase additional notes in full) in a private offering to personsreasonably believed to be qualified institutional buyers pursuant to Rule144A under the Securities Act of1933, as amended (the “Securities Act”). The offering of the borrowed shares pursuant to this prospectus is Our common stock is listed on the Nasdaq Global Select Market (“NASDAQ”) under the tradingsymbol “HTZ.” On June 23, 2026, the closing price of our common stock on NASDAQ was $5.06 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page6of this prospectus and the risk factors included in the information incorporated by reference in thisprospectus to read about certain factors you should consider before buying our common stock. Public offering price$2.70$99,999,999.90Underwriting discounts and commissions0.000.00 We expect that delivery of the borrowed shares offered hereby will be made on or about June29, 2026. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Barclays J.P. Morgan The date of this prospectus is June 24, 2026. TABLE OF CONTENTS PROSPECTUS PageAbout This ProspectusiiTrademarksiiiForward-Looking StatementsivProspectus Summary1Risk Factors6Use of Proceeds10Description of Share Lending Agreement11Description of Capital Stock12Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders of Our CommonStock16Dividend Policy19Underwriting (Conflicts of Interest)20Legal Matters26Experts26Where You Can Find More Information26Incorporation of Certain Documents by Reference26 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and ExchangeCommission (the “SEC”) as a “well-known seasoned issuer,” as defined in Rule405 under the Securities Before buying any of the common stock that we are offering, we urge you to carefully read both thisprospectus together with all of the information incorporated by reference herein, as well as the additionalinformation described under the headings “Where You Can Find More Information” and “Incorporation of To the extent there is a conflict between the information contained in this prospectus, on the one hand,and the information contained in any document incorporated by reference in this prospectus, on the otherhand, you should rely on the information in this prospectus, provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date — for example, a This prospectus contains summaries of certain provisions contained in some of the documentsdescribed herein, but reference is made to the actual documents for complete information. All of thesummaries are qualified in their entirety by the actual documents. Copies of some of the documents referredto herein have been filed, will be filed or will be incorporated by reference as exhibits to the registrationstatement of which this prospectus is a part, and you may obtain copies of those documents as describedunder the headings “Where You Can Find More Information” and “Incorporation of Certain Documents byReference.” We further note that the representations, warranties and co