Form 4: CFO of H&E Equipment Services Reports Final Share Disposition Following Herc Holdings Merger

Leslie S. Magee, CFO of H&E Equipment Services, reported the final disposition of her shares in connection with the company's acquisition by Herc Holdings Inc., which closed on June 2, 2025.

Summary

• Leslie S. Magee, CFO and Secretary of H&E Equipment Services, Inc. (HEES), reported changes in her beneficial ownership of HEES common stock.
• On May 27, 2025, Ms. Magee acquired 19,378 shares of common stock at a price of $0, stemming from the accelerated vesting of her 2023 and 2024 Performance Awards (PSUs) under the company's Amended and Restated 2016 Stock-Based Incentive Compensation Plan.
• Concurrently, on May 27, 2025, she disposed of 15,436 shares at $95.46 per share to cover tax liabilities associated with the accelerated vesting of these PSUs and restricted stock awards.
• On June 2, 2025, all remaining 151,719 shares of HEES common stock beneficially owned by Ms. Magee were disposed of.
• This final disposition occurred due to the consummation of the merger between H&E Equipment Services, Inc. and Herc Holdings Inc., which closed on June 2, 2025.
• Under the merger agreement, each share of HEES common stock was exchanged for $78.75 in cash and 0.1287 shares of Herc Holdings Inc. common stock, without interest and less any applicable withholding taxes.

Sentiment

Score: 7

Explanation: The sentiment is positive due to the successful completion of a merger, which typically provides a premium to acquired shareholders and strategic benefits to the acquirer. The accelerated vesting of awards for the CFO is also a positive for the individual. The tax disposition is a neutral consequence of the vesting.

Positives

• Accelerated vesting of performance awards for the CFO, indicating successful achievement of certain conditions or a change of control event related to the merger.
• The merger with Herc Holdings Inc. has successfully closed, providing liquidity and a combination of cash and stock to former HEES shareholders.

Negatives

• Significant tax liability incurred by the CFO upon accelerated vesting of awards, requiring the disposition of a substantial number of shares (15,436 shares).
• H&E Equipment Services, Inc. ceases to be an independent publicly traded entity following the merger.

Future Outlook

The document primarily reports past transactions related to a completed merger. The future outlook for H&E Equipment Services, Inc. as an independent entity is that it has been acquired by Herc Holdings Inc. and will operate as part of that larger entity. The future outlook for former HEES shareholders now includes ownership in Herc Holdings Inc. shares.

Industry Context

This filing reflects the successful completion of a significant consolidation event within the equipment rental industry, where H&E Equipment Services, a major player, has been acquired by Herc Holdings Inc., another prominent industry leader. Such mergers are common in mature industries seeking economies of scale, expanded geographic reach, and diversified service offerings. This transaction further concentrates market share among larger players in the equipment rental sector.

Comparison to Industry Standards

• This document reports an insider's transactions related to a merger, rather than operational or financial performance, so direct comparison to industry standards for operational metrics is not applicable.
• The merger consideration of $78.75 in cash and 0.1287 shares of Herc Holdings Inc. common stock per HEES share would have been evaluated against market valuations of comparable equipment rental companies like United Rentals (URI) or Ashtead Group (AHT) during the merger negotiation phase to determine fairness and premium paid.
• The transaction signifies a strategic move to enhance market position and operational synergies, a common driver for M&A in the equipment rental sector.

Management Changes

Related Party Transactions

• The transactions reported involve the CFO of H&E Equipment Services, Inc. and the company itself, which are considered related parties.
• The disposition of shares for tax liability and the exchange of shares as part of the merger consideration are standard related-party transactions in the context of executive compensation and corporate acquisitions.

Stakeholder Impact

• **Shareholders:** Former H&E Equipment Services, Inc. shareholders received cash and Herc Holdings Inc. stock, providing liquidity and continued exposure to the equipment rental market through the acquiring entity.
• **Employees:** While not explicitly detailed in this filing, mergers often lead to integration efforts that can impact employee roles and structures within the acquired company.
• **Management:** The CFO, Leslie S. Magee, completed her share disposition as part of the merger, indicating a change in her direct ownership relationship with the former public entity.

Next Steps

• H&E Equipment Services, Inc. will operate as a subsidiary of Herc Holdings Inc.
• Former shareholders of H&E Equipment Services, Inc. will now hold shares in Herc Holdings Inc. (if they received stock consideration) and cash.

Key Dates

Keywords

H&E Equipment Services, HEES, Herc Holdings Inc., Merger, Acquisition, Form 4, Insider Trading, Beneficial Ownership, Leslie S. Magee, CFO, Stock Vesting, Performance Awards, Tax Liability