10-Q: Hertz Q3 2025: Net Income Rebounds Amid Fleet Optimization
Quarterly Report
Hertz Global Holdings reports a significant swing to net income in Q3 2025, driven by reduced vehicle depreciation and a substantial legal settlement, despite a decline in overall revenues.
Summary
- Hertz Global Holdings, Inc. reported net income of $184 million for the three months ended September 30, 2025, a substantial improvement from a net loss of $1,332 million in the same period of 2024.
- Adjusted Corporate EBITDA improved to $190 million in Q3 2025, compared to a loss of $157 million in Q3 2024.
- Total revenues decreased by 4% to $2,478 million in Q3 2025, primarily due to lower pricing and volume in the Americas Rental Car (RAC) segment.
- Depreciation of revenue earning vehicles and lease charges, net, decreased significantly by 51% to $457 million in Q3 2025, attributed to fleet refresh, strengthening residual values, and optimized disposition channels.
- The company recognized a $154 million gain from a legal settlement distribution in Q3 2025.
- Gains on the sale of non-vehicle capital assets totaled $39 million in Q3 2025.
- Selling, general and administrative expenses increased by 27% to $241 million in Q3 2025, driven by higher personnel costs, an unfavorable litigation ruling, and increased advertising spend.
- For the nine months ended September 30, 2025, the net loss was reduced to $553 million from $2,383 million in the prior year, and Adjusted Corporate EBITDA improved to a loss of $134 million from $1,184 million.
- Total debt stood at $17,408 million as of September 30, 2025, up from $16,335 million at December 31, 2024.
- Corporate liquidity increased to $2,214 million as of September 30, 2025, from $1,842 million at December 31, 2024.
Sentiment
Score: 7
Explanation: Despite revenue declines, the company showed a significant turnaround to net income and improved Adjusted Corporate EBITDA for the quarter, largely due to effective fleet management and substantial one-time gains. While ongoing litigation and increased SG&A present challenges, strategic financial and operational adjustments indicate a positive trajectory from previous losses.
Positives
- Net income for the three months ended September 30, 2025, was $184 million, a significant turnaround from a $1,332 million net loss in the prior year.
- Adjusted Corporate EBITDA showed substantial improvement, moving from a $157 million loss in Q3 2024 to a $190 million gain in Q3 2025.
- Depreciation of revenue earning vehicles and lease charges, net, decreased by $480 million (51%) in Q3 2025, reflecting successful fleet refresh initiatives and stronger residual values.
- A $154 million gain was recognized from a legal settlement distribution in Q3 2025.
- The International RAC segment demonstrated revenue growth of 10% in Q3 2025, with increased Transaction Days and Total Revenue Per Transaction Day (RPD).
- Vehicle Utilization improved in both Americas RAC (85% vs 82%) and International RAC (82% vs 80%).
- The enactment of the One Big Beautiful Bill Act (OBBBA) is expected to decrease federal cash taxes in the near term, assuming fleet investments are maintained or increased.
- The company was in compliance with all financial covenants under its First Lien Credit Agreement as of September 30, 2025.
- Corporate liquidity increased to $2,214 million as of September 30, 2025, from $1,842 million at December 31, 2024.
Negatives
- Total revenues decreased by 4% in Q3 2025 and 8% for the nine months ended September 30, 2025, primarily due to lower pricing and volume in the Americas RAC segment.
- Selling, general and administrative expenses increased significantly by 27% in Q3 2025 and 19% for the nine months, driven by higher personnel costs, an unfavorable litigation ruling, and increased advertising spend.
- Non-vehicle interest expense, net, increased by $193 million for the nine months ended September 30, 2025, due to unrealized losses on Exchange Features 2029, higher average interest rates, and increased debt levels.
- A net loss of $553 million was still reported for the nine months ended September 30, 2025.
- An additional $4 million expense was recognized in Q3 2025 related to an existing bankruptcy-related litigation reserve due to accruing interest.
Risks
- Potential for residual values associated with non-program vehicles in the fleet to decline, including suddenly or unexpectedly.
- Ability to purchase adequate supplies of competitively priced vehicles at a reasonable cost, especially with global supply chain disruptions.
- Effectiveness of vehicle disposal strategies to maximize returns.
- Impact of fleet age on vehicle carrying costs and customer service scores.
- Levels of travel demand, particularly business and leisure travel, in the U.S. and global markets.
- Seasonality and other occurrences that disrupt rental activity during peak periods.
- Ability to accurately estimate future rental activity and adjust fleet and staff accordingly.
- Significant changes in the competitive environment and the effect of competition on rental volume and pricing.
- Reliance on third-party distribution channels and related commission structures.
- Ability to attract and retain effective front-line employees, senior management, and other key personnel.
- Cybersecurity threats and cyber attacks on information technology systems or those of third-party providers, as highlighted by recent data breach claims.
- Compliance with current and future laws and regulations regarding data protection, data security, and privacy risks.
- Risks relating to tax laws, including the expiration of federal tax credits for battery EVs purchased after September 30, 2025, and the resulting impact on vehicle acquisition costs, residual values, fleet composition strategies, and customer demand for EVs.
- Exposure to uninsured liabilities relating to personal injury, death, and property damage, including material litigation such as make-whole claims, alleged false arrests, share repurchase litigation, and securities class action.
- Potential for adverse changes in laws, regulations, policies, or other activities of governments, agencies, and similar organizations.
- Risk of an impairment of long-lived assets, which could be impacted by the timing of fleet rotation.
- Ability to maintain additional or continued sources of financing at acceptable rates for revenue earning vehicles and to refinance existing indebtedness, and compliance with debt covenants.
- Volatility in the company's share price.
Future Outlook
The company expects federal cash taxes to decrease in the near term due to the enactment of the One Big Beautiful Bill Act (OBBBA), assuming fleet investments are maintained or increased. This legislation is also anticipated to increase deferred tax assets, which may necessitate additional valuation allowances depending on future taxable income and loss trends. Management plans to continue evaluating and completing sales and leasebacks of certain non-vehicle capital assets through the end of 2025. The company remains committed to enhancing customer experiences, optimizing fleet economics, and expanding its leadership in ride share by leveraging brand strength, global network, and fleet management capabilities, alongside investments in technology and a digital-first customer approach.
Management Comments
- Committed to delivering unmatched customer experiences, optimizing fleet economics and building on our leadership in ride share.
- Expect that continuing to build on our brand strength, global network and global fleet management capabilities, while also combining those efforts with investments in technology, shared mobility and a digital-first customer experience, will allow us to deliver on the basics and remain a central player in the modern mobility ecosystem.
- We expect federal cash taxes to decrease in the near term, assuming fleet investments are maintained or increased from current levels.
- We expect to continue to evaluate and complete, when deemed appropriate, sales and lease backs of certain non-vehicle capital assets through the end of 2025.
Industry Context
The vehicle rental industry is characterized by seasonality, with higher activity in spring and summer. The company is actively managing its fleet composition, balancing electric vehicles (EVs), non-program, and program vehicles based on evolving market conditions, including residual values. The prior year's EV disposal groups were a direct response to excess EV supply, high damage costs, and declining residual values. The recent enactment of the OBBBA is expected to provide a favorable tax environment for fleet investments, potentially influencing future vehicle acquisition strategies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Sr Vice President, Chief Accounting Officer | NA | Mark Kosman | September 1, 2025 | New appointment |
| Executive Vice President, Chief Operating Officer | NA | Michael Moore | September 29, 2025 | New appointment/promotion with enhanced compensation |
| Key Executive (responsibilities increased) | NA | Christopher Berg | September 29, 2025 | Increased responsibilities with compensation increase |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Plan Availability | As of September 30, 2025, 36,966,397 shares of common stock remain authorized and available for future grants under the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan. | September 30, 2025 | Indicates ongoing capacity for equity-based compensation to incentivize management and employees. |
| Special Litigation Committee Formation | The Board formed a Special Litigation Committee (SLC) on August 26, 2024, consisting of two independent directors, to evaluate and take necessary actions related to the remaining claims in the share repurchase program litigation. | August 26, 2024 | Aims to address shareholder concerns and manage litigation risks independently, potentially leading to a resolution of the derivative claims. |
| SLC Report and Motion | The SLC filed its report under seal on April 25, 2025, and an unopposed motion to terminate the derivative claims in the share repurchase litigation on May 9, 2025. | April 25, 2025 | Suggests progress towards resolving the derivative aspects of the share repurchase litigation, potentially reducing future legal exposure. |
Legal Proceedings
- Accrued approximately $334 million ($260 million for underlying claims and $74 million in pre-judgment interest) as of September 30, 2025, for make-whole and post-petition interest claims following a Third Circuit ruling, with the company intending to seek review by the U.S. Supreme Court.
- Continues to defend remaining claims related to alleged false arrests after a $168 million settlement in December 2022, with an appeal regarding insurance coverage scheduled for oral argument on October 29, 2025.
- Ongoing share repurchase program litigation, with a Special Litigation Committee formed and a hearing on its motion to terminate derivative claims scheduled for November 10, 2025; settlement negotiations are underway for direct and derivative claims.
- A securities class action complaint, alleging violations related to statements regarding EV demand, had a motion to dismiss granted in part on October 16, 2025, with parties ordered to file a case management report by October 31, 2025.
- Multiple class action complaints were filed in April 2025 concerning a data breach at a third-party file-transfer vendor in October and December 2024, with defendants' responses currently stayed.
Related Party Transactions
- The Hertz Corporation paid dividends to Hertz Holdings totaling $11 million for the nine months ended September 30, 2025, and $7 million for the same period in 2024.
Stakeholder Impact
- Shareholders: Positively impacted by the significant improvement in net income and Adjusted Corporate EBITDA, but face ongoing uncertainty from multiple material litigations (make-whole claims, false arrest, share repurchase, securities class action, data breach) and potential dilution from the ATM equity offering program.
- Employees: Affected by increased personnel costs and benefit from stock-based compensation plans, with new executive appointments indicating organizational restructuring.
- Customers: Directly impacted by fleet management strategies, pricing, and the company's focus on improving customer experience.
- Creditors: Vehicle-related secured creditors have claims on specific asset pools, while non-vehicle secured or unsecured creditors have recourse only after vehicle-related secured creditors are paid in full. Compliance with debt covenants is maintained, but increased non-vehicle debt interest expense is noted.
- Regulatory Bodies: Involved in ongoing legal proceedings and monitoring compliance with SEC filing requirements and other regulations.
Next Steps
- Continue to evaluate and complete sales and leasebacks of certain non-vehicle capital assets through the end of 2025.
- Parties in the securities class action lawsuit are ordered to file a case management report by October 31, 2025.
- Oral argument on the false arrest insurance appeal is scheduled for October 29, 2025.
- A hearing on the Special Litigation Committee's unopposed motion to terminate derivative claims in the share repurchase litigation is scheduled for November 10, 2025.
- The company intends to adopt new FASB guidance on income tax disclosures (effective for annual periods beginning after December 15, 2024), disaggregation of income statement expenses (effective for annual periods beginning after December 15, 2026), and internal-use software costs (effective for annual periods beginning after December 15, 2027).
- The company announced its intent to seek review of the Third Circuit's decision on make-whole and post-petition interest claims by the U.S. Supreme Court.
Key Dates
| Date | Description |
|---|---|
| 2021-07-01 | Wells Fargo Bank, N.A. filed a complaint against The Hertz Corporation regarding make-whole and post-petition interest claims. |
| 2022-12-22 | Delaware Bankruptcy Court dismissed Wells Fargo's claims regarding redemption premium on 2022 and 2024 Notes and post-petition interest at contract rate. |
| 2022-12-01 | Company entered into settlement agreements with 364 claimants for alleged false arrests for approximately $168 million. |
| 2023-05-11 | Angelo Cascia filed a putative class and derivative lawsuit in the Delaware Court of Chancery against Hertz Global directors and others regarding share repurchase programs. |
| 2023-10-25 | Third Circuit held oral argument for Wells Fargo's appeal on make-whole and post-petition interest claims. |
| 2024-03-11 | Delaware Chancery Court held a hearing on defendants' motion to dismiss in the share repurchase program litigation. |
| 2024-05-31 | Edward M. Doller filed a securities class action complaint in the U.S. District Court for the Middle District of Florida. |
| 2024-06-20 | Delaware Chancery Court granted in part and denied in part the motion to dismiss in the share repurchase program litigation. |
| 2024-07-10 | Delaware Superior Court held a hearing on cross-motions for partial summary judgment and summary judgment in the false arrest insurance coverage litigation. |
| 2024-08-26 | Hertz Board formed a Special Litigation Committee (SLC) to evaluate share repurchase litigation claims. |
| 2024-08-31 | Effective date for Long-Lived Assets impairment charge of $1.0 billion. |
| 2024-09-10 | Third Circuit issued its opinion in Wells Fargo Bank, N.A. v. The Hertz Corp., et al., holding Hertz liable for make-whole premium and post-petition interest. |
| 2024-09-30 | Amended complaint filed in the securities class action lawsuit. |
| 2024-10-08 | Delaware Superior Court denied Hertz's motion for partial summary judgment and granted cross-motions for summary judgment in favor of general liability insurers in false arrest litigation. |
| 2024-10-15 | Company filed a petition with the Third Circuit for a rehearing en banc regarding make-whole claims. |
| 2024-10-21 | Delaware Chancery Court granted a motion to stay the share repurchase litigation until March 21, 2025. |
| 2024-10-30 | Hertz Global filed a motion to dismiss the securities class action complaint. |
| 2024-11-06 | Third Circuit denied the company's petition for a rehearing en banc regarding make-whole claims. |
| 2024-12-19 | Florida Middle District Court stayed all proceedings in the securities class action, pending a ruling on the motion to dismiss. |
| 2024-12-31 | Substantial completion of the sale of EV Disposal Groups. |
| 2025-03-10 | Hertz filed its notice of appeal to the Delaware Supreme Court in the false arrest insurance coverage litigation. |
| 2025-03-26 | Delaware Chancery Court extended the stay for an additional 30 days in the share repurchase program litigation. |
| 2025-04-01 | Amendment No. 8 to the First Lien Credit Agreement expired, reverting financial covenants. |
| 2025-04-04 | Company filed a petition for writ of certiorari with the U.S. Supreme Court regarding make-whole claims. |
| 2025-04-15 | Zain Jiwani filed a class action complaint against Cleo Communications U.S., LLC and Hertz in the U.S. District Court for the Northern District of Illinois, Western Division, regarding a data breach. |
| 2025-04-25 | SLC filed its report under seal with the Delaware Chancery Court in the share repurchase program litigation; Hertz filed its opening brief in the false arrest insurance appeal. |
| 2025-04-29 | Wells Fargo filed a brief in opposition to Hertz's petition for writ of certiorari. |
| 2025-05-01 | Hertz Global commenced an At-the-Market (ATM) Equity Offering Program to sell up to $250 million shares of common stock. |
| 2025-05-09 | SLC filed an unopposed motion to terminate derivative claims in the share repurchase litigation. |
| 2025-05-13 | Company filed its reply brief with the U.S. Supreme Court regarding make-whole claims. |
| 2025-05-01 | HVF III amended the HVF III Series 2021-A Notes, extending maturity of $2.9 billion Class A Notes commitments to May 2027; European ABS amended, extending maturity of total aggregate maximum borrowings of 1.2 billion to April 2027; Hertz Canadian Securitization amended, increasing maximum borrowings to CAD$588 million until November 2025. |
| 2025-06-02 | U.S. Supreme Court issued a docket entry calling for the views of the Solicitor General of the United States on Hertz's petition for writ of certiorari. |
| 2025-06-01 | Company sold and leased back certain land and buildings in its Americas RAC segment, recognizing an $89 million pre-tax gain; HVF III amended the HVF III Series 2021-A Notes to issue new Class B Notes, increasing commitments to $300 million and extending maturity to June 2027; HVF III issued Series 2025-3 and 2025-4 Notes; Australian Securitization amended to extend maturity to June 2027. |
| 2025-07-01 | Company sold and leased back certain real estate in its Americas RAC segment, recognizing a $39 million pre-tax gain; European ABS amended for the issuance of Class C Notes in an aggregate principal amount of 100 million. |
| 2025-08-01 | $780 million in non-extending commitments under HVF III Series 2021-A Notes were voluntarily terminated; HVF III amended the HVF III Series 2021-A Notes to permit borrowings and repayments of principal under Class B Notes and allow future Class C tranche; 129 million in non-extending commitments under European ABS were voluntarily terminated; New Zealand RCF amended to extend maturity to August 2027. |
| 2025-09-01 | Mark Kosman's employment as Sr Vice President, Chief Accounting Officer began. |
| 2025-09-29 | Michael Moore appointed Executive Vice President, Chief Operating Officer; Christopher Berg's compensation package increased. |
| 2025-09-30 | End of the quarterly and nine-month reporting period; Company received $154 million antitrust legal settlement distribution; Hertz issued $425 million Exchangeable Senior Notes due 2030 and entered into Capped Call Transactions 2030. |
| 2025-10-16 | Florida Middle District Court granted in part the motion to dismiss in the securities class action lawsuit. |
| 2025-10-29 | Oral argument scheduled for the appeal in the false arrest insurance coverage litigation. |
| 2025-10-31 | Parties in the securities class action lawsuit ordered to file a case management report. |
| 2025-11-04 | Filing date of the Quarterly Report on Form 10-Q. |
| 2025-11-10 | Hearing scheduled on the SLC's unopposed motion to terminate derivative claims in the share repurchase program litigation. |
| 2026-12-15 | Effective date for FASB guidance on Disaggregation of Income Statement Expenses. |
| 2027-05-07 | Series 2021-A Commitment Termination Date for Class A Notes. |
| 2027-08-31 | Series 2021-A Commitment Termination Date for Class B and Class RR Notes. |
| 2027-12-15 | Effective date for FASB guidance on Targeted Improvements to the Accounting for Internal-Use Software. |
| 2028-05-08 | Legal Final Payment Date for Class A Notes. |
| 2028-06-28 | Legal Final Payment Date for Class B and Class RR Notes. |
| 2028-10-06 | Earliest redemption date for Exchangeable Notes Due 2030. |
| 2030-10-01 | Maturity date for Exchangeable Notes Due 2030 and Capped Call Transactions 2030. |
Recommendation
holdWhile Hertz demonstrated a strong rebound to net income in Q3 2025 and significantly improved its Adjusted Corporate EBITDA, driven by effective fleet management and a substantial legal settlement, overall revenues declined, particularly in the Americas RAC segment. The company faces several material and complex legal proceedings, including a $334 million accrual for make-whole claims and a securities class action related to EV demand, which introduce considerable uncertainty. Positive developments in liquidity and tax benefits from new legislation are encouraging. However, the mixed financial performance, coupled with ongoing litigation risks and increased operating expenses, suggests a 'Hold' recommendation as the company navigates these challenges and works towards sustained profitability and resolution of legal matters.
Keywords
Hertz, Car Rental, Vehicle Rental, SEC Filing, 10-Q, Financial Results, Q3 2025, Revenue, Net Income, EBITDA, Fleet Management, Risk Factors, Corporate Governance, Debt, Liquidity, Litigation, EV, Electric Vehicles, Americas RAC, International RAC, Share Price
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