Herc Holdings Inc

ITEM 1A. RISK FACTORS

Except as set forth below, theThere have been no material changes to our risk factors from those previously disclosed under Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 20245.

We may fail to realize all of the anticipated benefits of the acquisition of HE or those benefits may take longer to realize than expected.

We believe that there are significant benefits and synergies from the acquisition that may be realized through leveraging the complementary footprint and fleet mix of Herc and HE. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt our operations if not implemented in a timely and efficient manner. The full benefits of the acquisition, including the anticipated cost and revenue synergies, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. Failure to achieve the anticipated benefits of the acquisition could adversely affect our results of operation or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the acquisition and negatively impact the price of our common stock.

Integration of HE into our business may be difficult, costly and time-consuming, and the anticipated benefits and cost savings of the acquisition may not be realized.

Our ability to realize the anticipated benefits of the acquisition will depend, to a large extent, on our ability to integrate HE into our business. We cannot assure you that we will be able to successfully integrate HE into our business or, if the integration is successfully accomplished, that the integration will not be more costly or take longer than presently contemplated. If we cannot successfully integrate HE within the anticipated timeframe following the acquisition, we may not be able to realize the potential and anticipated benefits of the acquisition, which could have a material adverse effect on our business, financial condition and operating results.

Our ability to realize the expected synergies and benefits of the acquisition is subject to a number of risk and uncertainties, many of which are outside of our control. These risks and uncertainties could adversely impact our business, financial condition and operating results, and include, among other things:

our ability to complete the timely integration of operations and systems, organizations, standards, controls, procedures, policies and technologies, as well as the harmonization of differences in the business cultures;

our ability to minimize the diversion of management attention from our ongoing business concerns during the process of integration;

our ability to retain the service of key management and other key personnel of both us and HE;

our ability to preserve customer and other important relationships and resolve potential conflicts that may arise;

the risk that certain customers will opt to discontinue business with us;

the risk that HE may have liabilities that we failed to or were unable to discover in the course of performing due diligence;

the risks associated with current macroeconomic trends (such as potential trade wars and rising energy costs) that could have a negative effect on the potential synergies associated with the combination;

the risk that integrating HE into our business may be more difficult, costly or time-consuming than anticipated;

difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination; and

difficulties in managing the expanded operations of the combined company and related difficulties in managing the financial accounting and reporting processes associated with a larger combined company.

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HERC HOLDINGS INC. AND SUBSIDIARIES

We may encounter additional integration-related costs, fail to realize all of the benefits anticipated, or be subject to other factors that adversely affect our preliminary estimates regarding the combined company.

In addition, even if the operations of HE are integrated successfully, the full benefits of the acquisition may not be realized, including the synergies and cost savings that we expect. The occurrence of any of these events, individually or in combination, could have a material adverse effect on our business, financial condition and operating results.