HERTZ GLOBAL HOLDINGS, INC — Form 8-K

Hertz Global Holdings amended and restated its voting agreement with CK Amarillo LP (a Delaware limited partnership affiliated with Certares Opportunities LLC and Knighthead Capital Management LLC), effective August 20, 2026, replacing the prior agreement dated March 19, 2025. The agreement restricts CK Amarillo's voting of shares exceeding a 45% voting cap threshold to follow the proportion of other votes cast, with limited exceptions requiring independent director approval. The agreement includes a 'sale of control' provision: if CK Amarillo sells 50%+ of outstanding shares above market price (outside tender offers, mergers, or open-market sales), other shareholders receive pro-rata compensation equal to the price premium. The agreement terminates when CK Amarillo's beneficial ownership falls below 45% and the company's authorized stock repurchase programs are fully exhausted.