Did Hertz’s $4 Billion Buybacks Silently Hand Control to a Private Equity Fund? Here’s the Lawsuit and the Settlement

Hertz ran two major stock buyback programs in 2021 and 2022. A stockholder sued, arguing those buybacks quietly turned a private equity fund called CK Amarillo into Hertz’s majority owner — without paying ordinary shareholders anything for that transfer of control. The case settled. No cash changes hands, but CK Amarillo now has a legal limit on how much it can dominate future Hertz shareholder votes. If you owned HTZ stock at any point between November 10, 2021 and February 9, 2023, or if you hold it today, your rights are affected. The deadline to object is May 14, 2026.

Field	Detail
Case Name	Cascia v. Farmer et al., C.A. No. 2023-0520-KSJM
Court	Court of Chancery, State of Delaware
Stipulation Signed	November 7, 2025
Settlement Benefit	CK Amarillo must vote its shares above 45% proportionally with all other stockholders
Cash Payout	None — this is a corporate governance reform settlement
Who Is Covered	HTZ stockholders Nov. 10, 2021 – Feb. 9, 2023, plus all current holders
Objection Deadline	May 14, 2026
Settlement Hearing	June 3, 2026 at 1:30 p.m., Court of Chancery, Wilmington, Delaware
Settlement Administrator	A.B. Data, Ltd. (Hertz Stockholder Derivative Settlement)
Lead Plaintiff’s Counsel	Grant & Eisenhofer P.A.

How Hertz’s 2021–2022 Buybacks Quietly Gave a Private Equity Fund Majority Control

In 2022, Hertz directors authorized roughly $4 billion in stock buybacks — repurchasing company shares from the open market. On the surface, buybacks return value to shareholders. But here, every share Hertz repurchased and retired meant the remaining shares — a large chunk of which CK Amarillo held — represented a bigger slice of the company.

As a direct result of those buyback programs in November 2021 and June 2022, CK Amarillo LP increased its ownership in Hertz to over 56%, crossing the threshold from large investor to outright majority controller. CK Amarillo is a fund set up by Certares Management LLC and Knighthead Capital Management LLC — two private equity firms that backed Hertz through its 2021 bankruptcy emergence.

The plaintiff argued that Hertz’s board of directors breached their fiduciary duties by approving those buyback programs without obtaining extra payments from CK Amarillo in exchange for the control stake it received. In other words: the board handed a private equity fund majority control of a publicly traded company, and regular shareholders received nothing for that transfer.

Why the Delaware Court Didn’t Throw This Case Out

The independent directors did get dismissed. But the case survived against others. Several Hertz directors who authorized the buybacks will have to face claims in Delaware’s Court of Chancery that they breached their fiduciary duties to the company.

Delaware courts apply close scrutiny when a controlling stockholder transaction is involved — especially when minority shareholders may have been disadvantaged. The court found enough in the complaint to proceed, which is what ultimately pressured the parties toward settlement.

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What the Settlement Actually Changes for Every HTZ Stockholder Going Forward

This settlement delivers no cash. What it delivers is a permanent restraint on CK Amarillo’s ability to use its majority stake to outvote everyone else on every major company decision.

Under the new voting agreement, CK Amarillo is committed to voting its excess shares — defined as those shares exceeding 45% of Hertz’s total voting power — in proportion to the votes cast by other shareholders. CK Amarillo can still vote its shares up to the 45% threshold however it wants, but above that line it must mirror the broader shareholder vote.

As of March 21, 2025, CK Amarillo reported beneficial ownership of approximately 58.9% of Hertz’s outstanding common stock. That means roughly 14 percentage points of its stake — representing tens of millions of shares — must now follow how you and other minority stockholders vote, not the other way around.

This agreement will remain in effect until CK Amarillo and its affiliates own less than 45% of the voting securities, or until Hertz has fully utilized or terminated its stock repurchase programs authorized in 2021 and 2022.

Are You Part of This Settlement Class?

You are covered by this settlement if either condition applies:

• You currently hold shares of Hertz Global Holdings, Inc. (Nasdaq: HTZ)
• You held HTZ shares at any point between November 10, 2021 and February 9, 2023 — even if you no longer own them

You do not need to file a claim form. This settlement does not distribute cash, so there is no claim process. Your rights are affected automatically as a class member.

What You Can Actually Do Before June 3, 2026

You have three options:

Do nothing. If you support the settlement or have no objection, take no action. Your rights as a class member remain intact and you will be bound by the final judgment.

Object. Any objections to the proposed settlement and/or plaintiff’s counsel’s application for attorneys’ fees and expenses must be filed with the Register in Chancery and delivered to plaintiff’s counsel and representative defendants’ counsel so they are received no later than May 14, 2026. An objection is not opting out — you remain in the class but give the court your concerns in writing.

Appear at the hearing. The settlement hearing takes place on June 3, 2026 at 1:30 p.m. at the Court of Chancery in Wilmington, Delaware. Class members may appear personally or through an attorney.

Key Dates

Milestone	Date
Stipulation of Settlement Signed	November 7, 2025
Voting Agreement with CK Amarillo Executed	March 24, 2025
Court Notice Issued	March 19, 2026
Objection / Opt-Out Deadline	May 14, 2026
Final Settlement Hearing	June 3, 2026, 1:30 p.m.
Expected Payment Date	N/A — no cash distribution
Claims Form Required	No

Frequently Asked Questions

Do I need to file anything to be part of this settlement? 

No. There is no claim form. All current Hertz stockholders and all persons who held HTZ shares between November 10, 2021 and February 9, 2023 are automatically included in the class. You only need to act if you want to object.

Is this settlement legitimate?

 Yes. It was filed in the Delaware Court of Chancery, certified as a class action under Delaware Rules 23(a), 23(b)(1), and 23(b)(2), and announced by court order dated March 19, 2026. The settlement administrator is A.B. Data, Ltd. — a recognized third-party administrator.

Why is there no cash payout when $4 billion in buybacks are at the center of this case?

 The lawsuit was a derivative and class action focused on governance — specifically, that the buybacks transferred control without compensation. The remedy the parties agreed to is structural: restricting CK Amarillo’s ability to dominate future votes. Courts often accept governance reforms as valid settlement consideration in fiduciary duty cases.

Will CK Amarillo ever be able to vote its full majority stake freely again?

 Yes — if its ownership drops below 45%, or when Hertz fully spends or cancels the 2021–2022 repurchase programs, the voting agreement terminates automatically. Until then, any shares it holds above the 45% threshold must mirror the broader stockholder vote.

Do I need a lawyer to participate? 

No. You can object or appear at the hearing without an attorney. However, if you want legal advice about whether the settlement adequately protects your rights as a stockholder, consult a securities or corporate attorney.

When will I receive payment?

 There is no payment under this settlement. The benefit is the voting restriction on CK Amarillo described above.

What if I sold my Hertz shares before today? 

You are still a class member if you held HTZ at any time between November 10, 2021 and February 9, 2023. You may object to the settlement. You will not receive any cash regardless of when you sold.

Will this settlement affect my taxes?

 Because no cash payment is made to class members, there is no taxable event associated with this settlement for individual stockholders. Consult a tax professional if you have questions specific to your situation.

Sources & References

• Official Court Notice — PR Newswire / Grant & Eisenhofer P.A. (March 19, 2026)
• SEC Form 8-K: Voting Agreement with CK Amarillo (March 24, 2025)
• Full Voting Agreement Text — SEC EDGAR

Last Updated: March 29, 2026

Disclaimer: This article is for informational purposes only and does not constitute legal advice. Legal claims and outcomes depend on specific facts and applicable law. For advice regarding a particular situation, consult a qualified attorney.