BofA Securities reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction as a multiple of the target company’s preceding twelve months estimated Adjusted EBITDA, which is referred to as “LTM Adjusted EBITDA.” The median enterprise value / LTM Adjusted EBITDA multiple for the selected transactions was 6.2x.

BofA Securities then applied LTM Adjusted EBITDA multiples of 5.5x to 7.0x derived by BofA Securities from the selected transactions based on its professional judgment and experience, to H&E’s LTM Adjusted EBITDA for the twelve months ended September 30, 2024 of $696 million, as provided by H&E’s management. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Financial data of H&E were based on the H&E Forecasts and public filings. This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for H&E, as compared to the Offer Price:

No company, business or transaction used in this analysis is identical or directly comparable to H&E or the transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which H&E and the transactions were compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of H&E to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that H&E was forecasted to generate during the calendar years 2025 through 2029 based on the H&E Forecasts. BofA Securities calculated terminal values for H&E by applying terminal multiples of 4.0x to 6.0x, which range was selected based on BofA Securities’ professional judgment and experience, to H&E ‘s 2029 estimated normalized LTM Adjusted EBITDA. The cash flows and terminal values were then discounted to present value as of December 31, 2024, assuming a mid-year convention, using discount rates ranging from 8.50% to 10.00%, which were selected taking into account BofA Securities’ experience and professional judgment and based on an estimate of H&E ‘s weighted average cost of capital, as estimated by BofA Securities based on its professional judgment and experience. This analysis indicated the following approximate implied per share equity value reference ranges for H&E (rounded to the nearest $0.25), as compared to the Offer Price:

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Other Factors.

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things the following:

52-Week Trading Range. BofA Securities reviewed the trading range of H&E common stock for the 52-week period ended January 13, 2025, which was $42.20 to $65.61.

Wall Street Analysts Price Targets. BofA Securities reviewed certain publicly available Wall Street research analysts’ price targets for H&E common stock, which indicated low to high price targets for H&E common stock of $60.00 to $78.00 and a present value of $53.00 to $68.75 (each rounded to the nearest $0.25) when discounted by one year at H&E’s mid-point cost of equity of 13.4%, derived using the capital asset pricing model.

Premia Calculations. BofA Securities reviewed, among other things, the premia paid in selected all-cash transactions with transaction values greater than $1.0 billion in 2024, in relation to each target company’s (i) closing share price on the day prior to announcement of the applicable transaction, and (ii) 52-week high share price for the period ended on the day prior to announcement of the applicable transaction. Based on this review and its professional judgment and expertise, BofA Securities then applied (i) an illustrative premia reference range of 18.9% to 55.5% (derived by reference to the 25th and 75th percentile of the premiums) to H&E’s closing price per share on January 13, 2025, of $43.94 and (ii) an illustrative premia reference range of (5.5%) to 16.3% (derived by reference to the 25th and 75th percentile of the premiums) to H&E’s 52-week high closing price per share on April 5, 2024, of $65.61, to derive implied equity value reference ranges per share of H&E common stock (rounded to the nearest $0.25) of $52.25 to $68.25 and $62.00 to $76.25, respectively.

Summary of Material Financial Analyses of Herc

Selected Publicly Traded Companies Multiples Comparison. BofA Securities reviewed publicly available financial and stock market information for Herc and the following three publicly traded companies in the general equipment rental industry (the “Herc General Rental Companies”). For reference, BofA Securities also reviewed publicly available financial and stock market information for Herc and the following publicly traded companies in the specialty equipment rental industry.

General Rental

Specialty Rental

BofA Securities reviewed, among other things, EV for each of the selected publicly traded companies, calculated by multiplying the closing share price of each applicable company as of January 13, 2025 (the last full trading day prior to the public announcement of the URI Merger Agreement) by the number of fully diluted shares outstanding of the applicable company (determined on a treasury stock method basis based on information in its public filings), and adding to (or subtracting from, as applicable) the result the amount of the applicable company’s Net Debt (or net cash) based on information in its public filings, as a multiple of Wall Street research analyst consensus estimates of calendar years 2024 and 2025 estimated Adjusted EBITDA.

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The selected publicly traded companies and their respective multiples are as follows:

Based on BofA Securities’ review of the EV to estimated Adjusted EBITDA multiples observed for the Herc General Rental Companies and on its professional judgment and experience, BofA Securities then compared the enterprise value to Adjusted EBITDA multiples for the Herc General Rental Companies, to (i) Herc’s enterprise value to Adjusted EBITDA multiples for calendar year 2024 of 6.0x, derived by BofA Securities from the Herc Forecasts, and 6.0x, derived by BofA Securities from the Wall Street research analyst consensus estimates, and (ii) Herc’s enterprise value to Adjusted EBITDA multiples for calendar year 2025 of 5.7x, derived by BofA Securities from the Herc Forecasts, and 5.5x, based on Wall Street research analyst consensus estimates. Estimated financial data of the selected publicly traded companies were based on publicly available information obtained from FactSet and other publicly available Wall Street research analysts’ estimates as of January 13, 2025, and estimated financial data of Herc were based on the Herc Forecasts and Wall street research analysts’ estimates as of January 13, 2025.

No company used in this analysis is identical or directly comparable to Herc. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Herc was compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of Herc to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Herc was forecasted to generate during the calendar years 2025 through 2029 based on the Herc Forecasts. BofA Securities calculated terminal values for Herc by applying terminal multiples of 5.0x to 7.0x, which range was selected based on BofA Securities’ professional judgment and experience, to Herc’s 2029 estimated normalized LTM Adjusted EBITDA. The cash flows and terminal values were then discounted to present value as of December 31, 2024, assuming a mid-year convention, using discount rates ranging from 9.00% to 10.50%, which were selected taking into account BofA Securities’ experience and professional judgment and based on an estimate of Herc’s weighted average cost of capital, as estimated by BofA Securities based on its professional judgment and experience. This analysis indicated the following approximate implied per share equity value reference ranges for Herc (rounded to the nearest $0.25), as compared to the closing price of Herc common stock on February 14, 2025:

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the H&E Board in connection with its opinion and is not a comprehensive description of all

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analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of H&E and Herc. The estimates of the future performance of H&E and Herc in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Offer Price and were provided to the H&E Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of H&E or Herc.

The type and amount of consideration payable in the transactions was determined through negotiations between H&E and Herc, rather than by any financial advisor, and was approved by the H&E Board. The decision to enter into the transactions agreement was solely that of the H&E Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the H&E Board in its evaluation of the proposed Transactions and should not be viewed as determinative of the views of the H&E Board of management with respect to the Transactions or the Offer Price.

H&E has agreed to pay BofA Securities for its services in connection with the transactions an aggregate fee currently estimated to be approximately $29.2 million, $3 million of which was payable in connection with its opinion with respect to the transactions contemplated by the URI Merger Agreement, $3 million of which was payable in connection with its opinion with respect to the transactions contemplated by the Merger Agreement and the remainder of which is contingent upon the consummation of the Merger (or another transaction with an unaffiliated counterparty pursuant to which a majority of the outstanding common stock or assets of H&E’s are transferred to such counterparty (each such transaction, a “Strategic Transaction”)). H&E also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of H&E, Herc and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to H&E and have received or in the

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future may receive compensation for the rendering of these services, including having acted as joint bookrunner, co-lead arranger, syndication agent and lender in a $750 million asset backed revolving credit facility, providing leveraged loan syndication, providing foreign exchange services, providing treasury and liquidity services including credit card and checking services. From January 2023 through December 2024, BofA Securities and its affiliates derived aggregate revenues from H&E of approximately $5.0 million for corporate and/or investment banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Herc and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including providing deposit, credit card, checking and other liquidity and treasury products, providing foreign exchange services, letters of credit, term loans, asset backed and other commercial credit products, and certain wealth and consumer financial products. From January 2023 through December 2024, BofA Securities and its affiliates derived aggregate revenues from Herc of approximately $14.0 million for corporate and/or investment banking services.

BofA Securities believes, based on the information available to it as of the date of its opinion, that the aggregate revenues BofA Securities and its affiliates will derive from Herc and its affiliates for concurrent investment and corporate banking services, will be less than the fee payable to BofA Securities for its services in connection with the transaction.

As of February 17, 2025, BofA Securities and its affiliates directly owned in a non-fiduciary capacity shares of common stock of H&E and Herc, which as of the close of trading on such date, had a market value of approximately $4.0 million and $6.0 million, respectively (which, in each case, constituted less than 0.5% of such issuer’s outstanding common stock as of such date).

Certain Forecasts

Certain H&E Forecasts

H&E does not, as a matter of course, publicly disclose internal projections as to future performance, earnings, or other results beyond the then-current annual period due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. In connection with the evaluation of the proposed Merger, H&E management prepared certain unaudited prospective financial information, on a standalone basis, without giving effect to the Merger, for fiscal years 2024 through 2029 (collectively, the “H&E Forecasts”). H&E is including in this prospectus/offer to exchange a summary of the H&E Forecasts solely because, as described below, certain financial information was given to the H&E Finance Committee and the H&E Board in connection with its consideration and evaluation of the Merger and reviewed and approved by the H&E Board for BofA Securities’ use in connection with its financial analyses and opinion. BofA Securities’ use of the Final Presentation Forecasts (as defined below) in connection with its financial analyses and opinion is described in more detail above under the heading “Opinion of BofA Securities.”

During its second meeting on November 26, 2024, H&E management shared with the H&E Finance Committee preliminary unaudited prospective financial information for fiscal years 2024 through 2029 under three scenarios, a base case, an upside case and a downside case (collectively, the “Preliminarily Presented Forecasts”) that management had prepared in connection with H&E’s annual strategic planning and to assist the H&E Board in connection with a potential transaction but which had not previously been presented to or reviewed by the H&E Finance Committee or the H&E Board. In preparing the Preliminary Presented Forecasts, H&E management made the following assumptions:

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During its second meeting on November 26, 2024, after discussion, including regarding the assumptions and industry outlook, the H&E Finance Committee directed that management adjust the financial materials based on such discussion and the H&E Finance Committee’s view that the downside case presented was not sufficiently differentiated from the base case. The H&E Finance Committee directed that management should share the updated materials with the H&E Board at an upcoming meeting.

On November 27, 2024, after taking into account the feedback provided by the H&E Finance Committee, H&E management shared with the H&E Board updated preliminary unaudited prospective financial information for fiscal years 2024 through 2029 under three scenarios, a base case, an upside case and a downside case (collectively, the “Updated Preliminarily Presented Forecasts”). The H&E Board approved H&E management providing the upside case of the Updated Preliminarily Presented Forecasts to BofA Securities, when appropriate and, if then available, updated to reflect an approved 2025 H&E Budget. In preparing the Updated Preliminary Presented Forecasts, H&E management made the following assumptions:

On December 12, 2024, pursuant to H&E’s standard practices, the H&E Board approved an annual budget for H&E for fiscal year 2025 (the “2025 H&E Budget”). H&E management then updated the upside case of the Updated Preliminarily Presented Forecasts to reflect the approved 2025 H&E Budget (replacing the prior estimated 2025 budget) (the upside forecast, as so updated, the “Final Presentation Forecasts”). The Final Presentation Forecasts reflected preliminary unaudited prospective financial information for fiscal years 2024 through 2029 under a single scenario. On December 18, 2024, H&E management then provided the Final

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Presentation Forecasts to BofA Securities in connection with rendering its opinion and in performing the financial analyses as described above under the heading “Opinion of BofA Securities.” In preparing the Final Presentation Forecasts, H&E management made the following assumptions:

H&E is including a summary of each of the Preliminarily Presented Forecasts, the Updated Preliminarily Presented Forecasts and the Final Presentation Forecasts to provide H&E’s stockholders with access to additional information that was previously made available to the H&E Board, the H&E Finance Committee and/or BofA Securities.

The following is a summary of the Preliminarily Presented Forecasts:

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The following is a summary of the Updated Preliminarily Presented Forecasts:

The following is a summary of the Final Presentation Forecasts:

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Certain Herc Forecasts

Herc’s management also prepared non-public financial projections regarding Herc’s anticipated future operations for the fiscal years 2025 through 2029 (referred to as the “Herc Forecasts”). The Herc Forecasts were provided to H&E management for purposes of considering and evaluating Herc’s acquisition proposal and to BofA Securities in connection with performing its related financial analyses.

The following is a summary of the Herc Forecasts:

Important Information Concerning the H&E Forecasts and the Herc Forecasts

The inclusion of the H&E Forecasts, of the Herc Forecasts or of this summary does not constitute an admission or representation by H&E or any other person that the information is material, should not be regarded as an indication that the H&E Board, H&E or its management or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this prospectus/offer to exchange are cautioned not to place undue reliance on the H&E Forecasts or the Herc Forecasts.

The H&E Forecasts and the Herc Forecasts include non-GAAP financial measures, including, as applicable, Adjusted EBITDA, Adjusted EBIT, Free Cash Flow, Unlevered Free Cash Flow, Adjusted EBITDA less Net Capital Expenditures, Net Rental Fleet Capital Expenditures and Net PP&E Capital Expenditures. Please see the tables above for a description of how H&E and Herc, as applicable, define these non-GAAP financial measures for purposes of the H&E Forecasts or the Herc Forecasts, as applicable, in this section. Non-GAAP financial

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measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures used by H&E or Herc may not be comparable to similarly titled measures used by other companies.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the H&E Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the H&E Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the H&E Board or BofA Securities. Accordingly, no reconciliation of the financial measures included in the H&E Forecasts is provided in this prospectus/offer to exchange.

The H&E Forecasts, the Herc Forecasts and the underlying assumptions upon which the H&E Forecasts and the Herc Forecasts were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of the industry of H&E and Herc and based on actual experience and business developments. The H&E Forecasts and the Herc Forecasts, while presented with numerical specificity, reflect numerous assumptions with respect to performance of H&E and Herc, as applicable, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond H&E’s and Herc’s control. The underlying assumptions used in the H&E Forecasts and the Herc Forecasts are generally based on information and factors known to H&E management when the H&E Forecasts were prepared or Herc management when the Herc Forecasts were prepared, as applicable. The H&E Forecasts and the Herc Forecasts constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties, including those described in described in “Item 8. Additional Information—Cautionary Note Regarding Forward-Looking Statements” to the Schedule 14D-9, that could cause the H&E Forecasts, the Herc Forecasts or the underlying assumptions to be inaccurate and for actual results to differ materially from the H&E Forecasts or the Herc Forecasts. As a result, there can be no assurance that the H&E Forecasts or the Herc Forecasts will be realized or that actual results will not be significantly higher or lower than projected, and the H&E Forecasts and the Herc Forecasts cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the H&E Forecasts and the Herc Forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. The H&E Forecasts and the Herc Forecasts do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the H&E Forecasts or the Herc Forecasts may have changed since the date the H&E Forecasts or the Herc Forecasts, as applicable, were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the H&E Forecasts will be achieved.

The H&E Forecast and Herc Forecast were prepared by, and are the sole responsibility of, H&E and Herc management, respectively. None of the Forecasts were prepared with a view toward public disclosure or toward compliance with the guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither PricewaterhouseCoopers LLP nor BDO USA, P.C., nor any other independent accountants, have audited, reviewed, examined, compiled or performed any agreed-upon procedures with respect to any of the Forecasts and related prospective financial information contained herein. Accordingly, neither PricewaterhouseCoopers LLP nor BDO USA, P.C., nor any other independent accountants, have provided any form of assurance with respect thereto for the purposes of this prospectus. The report of PricewaterhouseCoopers LLP incorporated by reference into this prospectus relates solely to Herc’s previously issued financial statements; it does not extend to any of the Forecasts or the prospective financial information contained herein and should not be read to do so. The reports of BDO USA, P.C. incorporated by reference in this prospectus relate solely to H&E’s previously issued financial statements and schedule; it does not extend to any of the Forecasts or the prospective financial information contained herein and should not be read to do so.

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In addition, the H&E Forecasts and the Herc Forecasts have not been updated or revised to reflect information or results after the date the H&E Forecasts were prepared or as of the date of this prospectus/offer to exchange. None of H&E, Herc or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the H&E Forecasts, the Herc Forecasts or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error (except, in the case of H&E, as required by applicable securities laws). These considerations should be taken into account in reviewing the H&E Forecasts and the Herc Forecasts, which were prepared as of an earlier date.

For the foregoing reasons, and considering the uncertainties inherent in any forecasting information, readers of this prospectus/offer to exchange are cautioned not to place undue, if any, reliance on the H&E Forecasts or the Herc Forecasts set forth above. The H&E Forecasts and the Herc Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in H&E’s public filings with the SEC.

Upon the terms and subject to the satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), promptly after the expiration of the Offer, Merger Sub will accept for payment, and will pay for, all H&E shares validly tendered and not validly withdrawn prior to the expiration of the Offer.

Merger Sub may not, without the prior written consent of H&E, terminate or withdraw the Offer prior to the then-scheduled expiration of the Offer unless the Merger Agreement is validly terminated in accordance with its terms, in which case Merger Sub will terminate the Offer promptly (but in no event more than one business days) after such termination. Among other circumstances, the Merger Agreement may be terminated by either Herc or H&E if the Offer shall have terminated or expired in accordance with its terms (subject to the rights and obligations of Herc or Merger Sub to extend the Offer pursuant to the Merger Agreement) without Merger Sub having accepted for payment any H&E shares pursuant to the Offer, or if the acceptance for exchange of H&E shares tendered in the Offer has not occurred on or before November 24, 2025 (subject to extension to the outside date in certain circumstances described under “Merger Agreement – Termination of the Merger Agreement”).

Merger Sub expressly reserves the right to waive any Offer Condition or modify the terms of the Offer, except that Merger Sub may not make certain changes to the Offer or waive certain conditions to the Offer without the prior written consent of H&E. Changes to the Offer that require the prior written consent of H&E include changes (i) that change the form of consideration or change the cash-stock mix to be paid in the Offer, (ii) that reduce the transaction consideration (provided that there is no limitation on the ability of Herc and Merger Sub to increase the consideration payable under the Offer), (iii) that reduce the maximum number of H&E shares sought to be purchased in the Offer, (iv) that impose conditions to the Offer not included in the Merger Agreement, (v) that amend, modify or waive the Minimum Condition, (v) that modify any condition to the Offer in any manner adverse to the holders of H&E shares, (vi) withdraw or terminate the Offer or accelerate, change or extend the Termination Date except as provided above, and (vii) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Merger Sub will effect any extension, termination, amendment or delay of the Offer by giving oral or written notice to the Depository and Paying Agent and by making a public announcement as promptly as practicable thereafter. In the case of an extension, any such announcement will be issued no later than 9:00 a.m., Eastern time, on the next business day following the previously scheduled Expiration Date. Subject to applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the Offer be promptly disseminated to stockholders in a manner reasonably designed to inform them of such change) and without limiting the manner in which Merger Sub may choose to make any public announcement, Merger Sub assumes no obligation to publish, advertise or otherwise communicate any such public announcement of this type other than by issuing a press release.

If Merger Sub materially changes the terms of the Offer or the information concerning the Offer, or if Merger Sub waives a material condition of the Offer, in each case, subject to the terms and conditions of the Merger Agreement, Merger Sub will extend the Offer to the extent legally required under the Exchange Act.

For purposes of the Offer, a “business day” means each day that is not a Saturday, Sunday or any day on which the Federal Reserve Bank of New York is closed.

No subsequent offering period will be available following the expiration of the Offer without the prior written consent of H&E, other than in accordance with the extension provisions set forth in the Merger Agreement.

Exchange of H&E shares; Delivery of Cash and Herc common stock

Herc has retained Computershare as Depository and Paying Agent for the Offer and the Merger to handle the exchange of H&E shares for the transaction consideration in the Offer and the Merger.

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Upon the terms and subject to the satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended in accordance with the Merger Agreement, the terms and conditions of any such extension or amendment), Merger Sub will accept for exchange, and will exchange, H&E shares validly tendered and not validly withdrawn in the Offer, promptly after the expiration of the Offer. In all cases, an H&E stockholder will receive consideration for H&E shares tendered in the Offer only after timely receipt by the Depository and Paying Agent of either a confirmation of a book-entry transfer of such shares (as described in “The Offer – Procedure for Tendering”) or a properly completed and duly executed Letter of Transmittal, in each case, together with any other required documents.

For purposes of the Offer, Merger Sub will be deemed to have accepted for exchange H&E shares validly tendered and not validly withdrawn if and when it notifies the Depository and Paying Agent of its acceptance of those H&E shares pursuant to the Offer. The Depository and Paying Agent will deliver to the applicable H&E stockholders the cash portion of the transaction consideration, any Herc common stock and cash in lieu of fractional shares issuable in exchange for H&E shares validly tendered and accepted pursuant to the Offer promptly after receipt of such notice. The Depository and Paying Agent will act as the agent for tendering Herc stockholders for the purpose of receiving the transaction consideration from Merger Sub and transmitting such cash, Herc common stock and cash in lieu of fractional shares to the tendering H&E stockholders. H&E stockholders will not receive any interest on any cash that Merger Sub pays in the Offer, including as paid in lieu of fractional shares, even if there is a delay in making the exchange.

If Merger Sub does not accept any tendered H&E shares for exchange pursuant to the terms and conditions to Merger Sub for any reason, the H&E shares to be returned will be credited to an account maintained with DTC or otherwise credited to the tendering stockholder as soon as practicable following expiration or termination of the Offer.

Withdrawal Rights

Except as otherwise provided in this section, tenders of H&E shares made pursuant to the Offer are irrevocable. H&E shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders of H&E shares are irrevocable, except that they may also be withdrawn after 60 days from the commencement of the Offer, unless such H&E shares have already been accepted for payment by Merger Sub pursuant to the Offer.

For a withdrawal to be proper and effective, a written notice of withdrawal must be timely received by the Depository and Paying Agent at one of its addresses set forth on the back cover page of this Offer to Exchange. Any such notice of withdrawal must specify the name of the person who tendered the H&E shares to be withdrawn, the number of H&E shares to be withdrawn and the name of the registered holder of such H&E shares, if different from that of the person who tendered such H&E shares. If H&E shares held as physical certificates, the Share Certificates evidencing H&E shares to be withdrawn have been delivered or otherwise identified to the Depository and Paying Agent, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depository and Paying Agent and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in “Procedure for Tendering”), unless such H&E shares have been tendered for the account of an Eligible Institution. If H&E shares have been tendered pursuant to the procedure for book-entry transfer as set forth in “The Offer – Procedure for Tendering,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn H&E shares.

If Merger Sub extends the Offer, is delayed in their acceptance for payment of H&E shares or is unable to accept H&E shares for payment pursuant to the Offer for any reason, then, without prejudice to their rights under the Offer, the Depository and Paying Agent may, nevertheless, on their behalf, retain tendered H&E shares, and such H&E shares may not be withdrawn except to the extent that tendering H&E stockholders are entitled to withdrawal rights as described in this section and as otherwise required by Rule 14e-1(c) under the Exchange Act.

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Withdrawals of tendered H&E shares may not be rescinded, and any H&E shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, H&E shares that have been properly withdrawn may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in “The Offer – Procedure for Tendering.”

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Merger Sub in their sole discretion. Merger Sub also reserved the absolute right to waive any defect or irregularity in the withdrawal of H&E shares by any stockholder, regardless of whether or not similar defects or irregularities are waived in the case of other H&E stockholders. None of Merger Sub, the Depository and Paying Agent, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Procedure for Tendering

Valid Tender of Shares. No alternative, conditional or contingent tenders will be accepted. In order for an H&E stockholder to validly tender H&E shares pursuant to the Offer, the stockholder must follow one of the following procedures:

Book-Entry Transfer. The Depository and Paying Agent will establish an account with respect to the H&E shares at DTC for purposes of the Offer within two business days after the date of this Offer to Exchange. Any financial institution that is a participant in DTC’s systems may make a book-entry delivery of H&E shares by causing DTC to transfer such H&E shares into the Depository’s and Paying Agent’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of H&E shares may be effected through book-entry transfer at DTC, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other required documents (for example, in certain circumstances, a completed IRS Form W-9 that is included in the Letter of Transmittal or a completed, applicable IRS Form W-8) must, in any case, be received by the Depository and Paying Agent at one of its addresses set forth on the back cover of this Offer to Exchange prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to DTC does not constitute delivery to the Depository and Paying Agent.

Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if:

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In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. If a Share Certificate is registered in the name of a person or persons other than the signatory of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in the name of or returned to, a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender H&E shares pursuant to the Offer and the Share Certificates evidencing such stockholder’s H&E shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depository and Paying Agent prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such H&E shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

Guaranteed Delivery Procedures

A Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary and Paying Agent and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Merger Sub. In the case of H&E shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depository and Paying Agent by a participant by means of the confirmation system of DTC.

H&E shares tendered by a Notice of Guaranteed Delivery will be excluded for purposes of determining whether the Minimum Condition has been satisfied.

The method of delivery of H&E shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder. H&E shares will be deemed delivered only when actually received by the Depository and Paying Agent (including, in the

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case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The tender of H&E shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the H&E shares tendered, as specified in the Letter of Transmittal, and that when the Offer Acceptance Time occurs, Merger Sub will acquire good and unencumbered title, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. Merger Sub’s acceptance for payment of H&E shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Grant of Proxy

Appointment as Proxy. By executing the Letter of Transmittal (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal) as set forth above, unless H&E shares relating to such Letter of Transmittal or Agent’s Message are properly withdrawn pursuant to the Offer, the tendering stockholder will irrevocably appoint Merger Sub’s designees, and each of them, as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the H&E shares tendered by such stockholder and accepted for payment by Merger Sub and with respect to any and all other H&E shares or other securities or rights issued or issuable in respect of such H&E shares. All such proxies will be considered coupled with an interest in the tendered H&E shares. Such appointment will be effective if and when, and only to the extent that, Merger Sub accepts such H&E shares for payment pursuant to the Offer. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such H&E shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective) with respect thereto. Each of Merger Sub’s designees will thereby be empowered to exercise all voting and other rights with respect to such H&E shares and other securities or rights, including in respect of any annual, special or adjourned meeting of H&E stockholders or otherwise, as such designee in its sole discretion deems proper. Merger Sub reserves the right to require that, in order for H&E shares to be deemed validly tendered, immediately upon the occurrence of the Offer Acceptance Time, Merger Sub must be able to exercise full voting, consent and other rights with respect to such H&E shares and other securities and rights, including voting at any meeting of H&E stockholders.

The foregoing powers of attorney and proxies are effective only upon acceptance for payment of H&E shares pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a purchase of H&E shares, for any meeting of H&E’s stockholders.

Fees and Commissions

Tendering registered H&E stockholders who tender H&E shares directly to the Depository and Paying Agent will not be obligated to pay any charges or expenses of the Depository and Paying Agent or any brokerage commissions. Tendering H&E stockholders who hold H&E shares through a broker, dealer, commercial bank, trust company or other nominee should consult that institution as to whether or not such institution will charge the H&E stockholder any service fees in connection with tendering H&E shares pursuant to the Offer.

Matters Concerning Validity and Eligibility

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of H&E shares will be determined by Merger Sub in their sole discretion.

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Merger Sub reserves the absolute right to reject any and all tenders Merger Sub determines not to be in proper form or the acceptance for payment of which may, in the opinion of their counsel, be unlawful. Merger Sub also reserved the absolute right to waive any defect or irregularity in the tender of any H&E shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other H&E stockholders. No tender of H&E shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to their satisfaction. None of Merger Sub, the Depository and Paying Agent, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Merger Sub’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be determined by them in their sole discretion.

H&E Equity Awards. The Offer is made only for outstanding H&E shares and is not made for any equity awards of H&E that have not vested and/or settled into H&E shares. See “Merger Agreement – Treatment of H&E Equity Awards” for a description of the treatment of equity awards.

Backup Withholding. To prevent U.S. federal “backup withholding” with respect to payment of the Offer Price of H&E shares purchased pursuant to the Offer, each stockholder (including any stockholder that tenders H&E shares pursuant to the Offer pursuant to the book-entry transfer procedures described above) should provide the Depository and Paying Agent with its correct taxpayer identification number (if applicable) and certify that it is not subject to backup withholding by completing the IRS Form W-9 that is included in the Letter of Transmittal or an applicable IRS Form W-8 or by otherwise furnishing other applicable documentation certifying such stockholder’s exemption from backup withholding. See “Material U.S. Federal Income Tax Consequences” of this Offer to Exchange for a more detailed discussion of backup withholding.

Announcement of Results of the Offer

Herc will announce the final results of the Offer, including whether all of the conditions to the Offer have been satisfied or waived and whether Merger Sub will accept the tendered H&E shares for exchange, as promptly as practicable following the Expiration Date. The announcement will be made by a press release in accordance with applicable securities laws and stock exchange requirements.

Purpose of the Offer and the Merger

The purpose of the Offer is for Herc to acquire control of, and ultimately the entire equity interest in, H&E. The Offer, as the first step in the acquisition of H&E, is intended to facilitate the acquisition of H&E. Accordingly, if the Offer is completed and as a second step in such plan, pursuant to the terms and subject to the conditions of the Merger Agreement, Herc intends to promptly consummate a merger of Merger Sub with and into H&E, with H&E surviving the Merger. The purpose of the Merger is for Herc to acquire all H&E shares that it did not acquire in the Offer. In the Merger, each outstanding H&E share that was not acquired by Herc or Merger Sub in the Offer (other than certain converted and cancelled shares, as described further in this document) will be converted into the right to receive the transaction consideration. Upon consummation of the Merger, H&E will be a direct wholly owned subsidiary of Herc, and the former stockholders of H&E will no longer have any direct ownership interest in the Surviving Corporation.

No Stockholder Approval

If the Offer is consummated, Herc is not required to and will not seek the approval of H&E’s stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer to acquire all outstanding shares of stock of a public corporation, and subject to certain statutory provisions, if the acquiring corporation irrevocably accepts for purchase or exchange pursuant to such tender offer at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger involving the target corporation, and the other stockholders receive the same

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consideration for their stock in the Merger as was payable in the tender offer, the acquiring corporation consummating the tender offer can effect a merger with or without the target corporation without a vote by the stockholders of the target corporation. Accordingly, if the Offer is completed, Herc and Merger Sub intend to effect the closing of the Merger without a vote of the H&E’s stockholders in accordance with Section 251(h) of the DGCL.

Appraisal Rights

Solely for purposes of this “Appraisal Rights” section, the word “stockholder” means a holder of record of H&E shares and “beneficial owner” means a person who is the beneficial owner of shares of stock of H&E held either in voting trust or by a nominee on behalf of such person.

No appraisal rights are available to the stockholders or beneficial owners connection with the Offer. However, if the Merger is consummated, the stockholders and beneficial owners of H&E shares outstanding immediately prior to the Effective Time who (i) did not tender their H&E shares in the Offer; (ii) follow the procedures set forth in Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such H&E shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and receive payment of the “fair value” of such H&E shares as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest (if any), to be paid upon the amount determined to be the “fair value.”

The “fair value” of any H&E shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of such H&E shares. Stockholders and beneficial owners of H&E shares should recognize that the value so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). Moreover, Merger Sub may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such H&E shares is less than such amount.

Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, will notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and must include in such notice either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. Section 262 of the DGCL may be accessed without subscription or cost at the following public available website and is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

As described more fully in the Schedule 14D-9, if a stockholder or beneficial owner of H&E shares elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder or beneficial owner, as applicable, must do all of the following:

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The foregoing summary of the appraisal rights of H&E stockholders and beneficial owners under the DGCL does not purport to be a complete statement of the procedures to be followed by H&E stockholders and beneficial owners desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9.

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your H&E shares pursuant to the Offer, you will not be entitled to exercise appraisal rights with respect to your H&E shares but, instead, subject to the conditions to the Offer, you will receive the Offer Price for your H&E shares.

Stockholder Approval Not Required

Section 251(h) of the DGCL provides that stockholder approval of a merger is not required if certain requirements are met, including, among others, that (i) the acquiring company consummates a tender offer for all of the outstanding common stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on the merger and (ii) following the consummation of such tender offer, the acquiring company owns at least such percentage of the stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the agreement of merger. If the Minimum Condition is satisfied and Merger Sub accepts H&E shares for payment pursuant to the Offer, Merger Sub will hold a sufficient number of H&E shares such that a vote of the stockholders of H&E will not be required to consummate the Merger pursuant to Section 251(h) of the DGCL. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Herc and H&E will take all necessary action to effect the Merger as soon as practicable without a meeting of stockholders of H&E in accordance with Section  251(h) the DGCL.

Plans for H&E

In connection with the Offer, Herc has reviewed and will continue to review various possible business strategies that it might consider in the event that Merger Sub acquires control of H&E, whether pursuant to the Offer, the Merger or otherwise. Following a review of additional information regarding H&E, these changes could include, among other things, changes in H&E’s business, operations, personnel, employee benefit plans, corporate structure, capitalization and management. See “The Offer – Herc’s Reasons for the Offer and the Merger.”

Delisting and Termination of Registration

Following consummation of the transactions, H&E shares will no longer be eligible for inclusion on Nasdaq and will be withdrawn from listing. Assuming that H&E qualifies for termination of registration under Exchange Act after the transactions are consummated, Herc also intends to seek to terminate the registration of H&E shares under the Exchange Act. See “The Offer – Effect of the Offer on the Market for H&E Shares; Nasdaq Listing; Registration Under the Exchange Act; Margin Regulations.”

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Board of Directors and Management; Organizational Documents

Upon consummation of the Merger, the directors of Merger Sub immediately prior to the consummation of the Merger will be the directors of H&E as the surviving corporation in the Merger (the “Surviving Corporation”), and the officers of Merger Sub immediately prior to the consummation of the Merger will be the officers of the Surviving Corporation in the Merger. Upon consummation of the Merger, the Amended and Restated Certificate of Incorporation of H&E shall be amended and restated in its entirety to take the form of Merger Sub’s certificate of incorporation in effect immediately prior to the Effective Time, except that references to Merger Sub’s name will be replaced with references to the Surviving Corporation’s name and any references to Merger Sub’s sole incorporator will be removed, and the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger will be the bylaws of the Surviving Corporation in the Merger, provided that the name of the Surviving Corporation will be H&E Equipment Services, Inc. After Herc’s review of H&E and its corporate structure, management and personnel, Herc will determine what changes, if any, are desirable.

Ownership of Herc Common Stock after the Offer and the Merger

Herc estimates that former H&E stockholders would own, in the aggregate, approximately 14.1% of the outstanding Herc common stock immediately following consummation of the Offer and the Merger, assuming that:

Effect of the Offer on the Market for H&E shares; Nasdaq Listing; Registration under the Exchange Act; Margin Regulations

Effect of the Offer on the Market for H&E shares

Although Herc currently expects the Merger to occur on the same business day the Offer is completed, Herc cannot assure you that all conditions to the Merger will be satisfied at that time, or at all. If the Offer is completed and contrary to the parties’ expectations, the Merger is not consummated on the same business day, the purchase of H&E shares by Merger Sub pursuant to the Offer will reduce the number of holders of H&E shares and the number of H&E shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining H&E shares held by the public. The extent of the public market for H&E shares after consummation of the Offer and the availability of quotations for such shares will depend upon a number of factors, including the number of stockholders holding H&E shares, the aggregate market value of the H&E shares held by the public at such time, the interest of maintaining a market in the H&E shares, analyst coverage of H&E on the part of any securities firms and other factors. However, under the Merger Agreement, the closing of the Merger must occur promptly after the acceptance of tendered H&E shares in the Offer and the satisfaction of the other condition to the Merger, unless the parties agree otherwise in writing (see “Merger Agreement – Conditions to the Merger”). If the Merger is completed, H&E shares will no longer qualify for inclusion on Nasdaq and will be withdrawn from listing.

Nasdaq Listing

H&E shares are currently listed on Nasdaq. However, the rules of Nasdaq establish certain criteria that, if not met, could lead to the discontinuance of listing of H&E shares from Nasdaq. Among such criteria are the

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number of stockholders, the number of shares publicly held and the aggregate market value of the shares publicly held. If, as a result of the exchange of H&E shares pursuant to the Offer or otherwise, H&E shares no longer meet the requirements of Nasdaq for continued listing and the H&E shares are delisted, the market for such shares would be adversely affected.

Following the consummation of the Offer, if the Merger is for some reason not consummated, it is possible that H&E shares could be traded on other securities exchanges (with trades published by such exchanges), the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for such shares would, however, depend upon the number of H&E stockholders and the aggregate market value of H&E shares remaining at such time, the interest in maintaining a market in such shares on the part of securities firms, the possible termination of registration of H&E shares under the Exchange Act and other factors. If the Merger is completed, H&E shares will no longer qualify for inclusion on Nasdaq and will be withdrawn from listing.

Margin Regulations

The H&E shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), which designation has the effect, among other effects, of allowing brokers to extend credit on the collateral of such H&E shares. Depending upon factors similar to those described above regarding the market for H&E shares and stock quotations, it is possible that, following the Offer, H&E shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers. If the Merger is completed, H&E shares will no longer constitute “margin securities.”

Registration under the Exchange Act

H&E shares are currently registered under the Exchange Act. Such registration may be terminated upon application by H&E to the SEC if H&E shares are neither listed on a national securities exchange nor held by 2000 or more holders of record. Termination of registration of H&E shares under the Exchange Act would substantially reduce the information required to be furnished by H&E to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to H&E, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with meetings of stockholders and the related requirement of furnishing an annual report to stockholders, and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of H&E and persons holding “restricted securities” of H&E to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act may be impaired. If registration of H&E shares under the Exchange Act were terminated, such shares would no longer be “margin securities” or be eligible for quotation on Nasdaq. After consummation of the Offer, Herc and Merger Sub currently intend to cause H&E to terminate the registration of H&E shares under the Exchange Act as soon as the requirements for termination of registration are met.

Conditions to the Offer

Notwithstanding any other provisions of the Offer and in addition to Herc’s and Merger Sub’s rights to extend, amend or terminate the Offer in accordance with the terms and conditions of the Merger Agreement and applicable law, and in addition to the obligations of Merger Sub to extend the Offer pursuant to the terms and conditions of the Merger Agreement and applicable law, Merger Sub and Herc are not required to accept for exchange or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act), exchange the transaction consideration for any H&E shares validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer, if at the expiration of the Offer any of the following conditions have not been satisfied or waived in accordance with the Merger Agreement:

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Except as expressly set forth in the Merger Agreement, the foregoing conditions (collectively, the “Offer Conditions”) shall be in addition to, and not a limitation of, the rights of Herc and Merger Sub to extend, terminate or modify the Offer pursuant to the terms of the Merger Agreement. The foregoing conditions are for the sole benefit of Herc and Merger Sub, may be asserted by Herc or Merger Sub regardless of the circumstances giving rise to any such conditions (including any action or inaction by Herc or Merger Sub) and (except for the Minimum Condition) may be waived by Herc and Merger Sub, in whole or in part, at any time and from time to time, in the sole and absolute discretion of Herc and Merger Sub. There is no financing condition to the Offer.

Regulatory Approvals

General

Herc is not aware of any governmental license or regulatory permit that appears to be material to H&E’s business that might be adversely affected by the acquisition of H&E shares pursuant to the Offer or the Merger or, except as described below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of H&E shares pursuant to the Offer or the Merger. Should any of these approvals or other actions be required, Herc and Merger Sub currently contemplate that these approvals or other actions will be sought.

HSR Act

Under the HSR Act and the rules and regulations promulgated thereunder, the Offer may not be completed until Herc and H&E each files a Notification and Report Form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”), and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act Notification and Report forms or the early termination of that waiting period. If the FTC or the DOJ issues a request for additional information and documents (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

Herc and H&E each filed a Notification and Report Form with respect to the transaction with the FTC and the DOJ on March 12, 2025.

At any time before or after consummation of the transactions, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the Offer or the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. At any time before or after the completion of the transactions, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Offer or the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that a challenge to the transactions on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer – Conditions to the Offer” for certain conditions to the Offer, including conditions with respect to the HSR Act.

Source and Amount of Funds

The Offer and the Merger are not conditioned upon any financing arrangements or contingencies.

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Herc estimates the aggregate amount of cash consideration required to purchase the outstanding H&E shares and consummate the Offer and the Merger will be approximately $4.5 billion, plus related fees and expenses. Herc anticipates that the funds needed to complete the transactions will be derived from (i) available cash on hand, (ii) proceeds from the sales of marketable securities on hand, and (iii) new third-party debt financing.

In connection with its entry into the Merger Agreement, Herc obtained the Commitment Letter, which provides for the availability of the Bridge Facility and the ABL Backstop Facility. The effectiveness of the Bridge Facility and the ABL Backstop Facility is conditioned on the consummation of the acquisition of H&E in accordance with the terms of the Merger Agreement (subject to certain exceptions and qualifications) and certain other conditions, including, but not limited to: (i) the execution and delivery of definitive documentation, consistent with the Commitment Letter, (ii) subject to certain exceptions and qualifications, no Company Material Adverse Effect (as defined in the Merger Agreement and described under “Merger Agreement – Representation and Warranties”) will have occurred after February 19, 2025, (iii) payment of applicable fees and expenses, (iv) delivery to the administrative agent of a solvency certificate in pre-agreed form, customary opinions of counsel, customary corporate resolutions and closing certificates and organizational documents and good standing certificates and a customary borrowing request, (v) delivery to the administrative agent or the lender, as applicable, of certain financial information relating to Herc and H&E and (vi) the accuracy in all material respects of certain representations and warranties. Herc expects to reduce the commitments in respect of the Bridge Facility prior to the consummation of the acquisition with the proceeds of the issuance of new debt securities.

Severance Agreements with Executive Officers

H&E is not party to any employment agreements with the executive officers (the “Executive Officers”).

On February 20, 2025, H&E and each Executive Officer entered into a new severance agreement reflecting terms and conditions previously approved by H&E’s Compensation Committee on January 13, 2025 (collectively, the “Executive Severance Agreements” and each, an “Executive Severance Agreement”). The Executive Severance Agreements provide for the following severance payments and benefits in the event that an Executive Officer’s employment is terminated by H&E (or its successor) without “Cause” or an Executive Officer resigns for “Good Reason”, in either case, on or within two years immediately following a “change of control” (as defined in H&E’s equity compensation plan): (i) a lump sum amount equal to two times the Executive Officer’s then-current base salary and target annual bonus for the year of termination (not taking into account any reductions that may give rise to a claim of “Good Reason”), and (ii) if continuation coverage is timely elected under COBRA, continued payment by H&E or an affiliate of H&E of the employer-portion of COBRA premiums for up to 18 months following the date of termination of the Executive Officer’s employment (collectively, the “Severance Benefits”). The Executive Officer’s receipt of the Severance Benefits is subject to the Executive Officer’s execution and non-revocation of an effective release of claims and continued compliance with restrictive covenants. In connection with entering into the Executive Severance Agreements, the Executive Officers and H&E agreed to modify the Executive Officers’ existing restrictive covenant agreements, or, in the

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case of Mr. John M. Engquist, enter into a new restrictive covenant agreement, in order to provide for a non-compete and non-solicit period of two years following the employment termination date.

For purposes of the Executive Severance Agreements, “Good Reason” is defined to include (i) a material diminution in the Executive Officer’s base salary or target annual bonus opportunity; (ii) any material diminution in the Executive Officer’s position, authority, responsibilities or reporting line; (iii) H&E’s material breach of the Executive Severance Agreement or any other agreement with the Executive Officer; or (iv) a relocation of the Executive Officer’s primary work location by more than 25 miles from the Executive Officer’s primary work location. A resignation will only qualify as being for “Good Reason” if, within 30 days following the initial existence of a condition listed above (or, if later, the time at which the Executive Officer knew or reasonably should have known of its existence), the Executive Officer provides notice to H&E of the existence of a supposedly qualifying condition, within 30 days after such notice, H&E does not remedy the condition and, within 30 days following H&E’s failure to remedy the condition, the Executive Officer actually resigns from employment with H&E. The Executive Severance Agreements provide that, subject to the applicable Executive Officer’s continued employment with H&E through the Effective Time, and subject to and contingent upon the occurrence of the Effective Time, the Executive Officers’ employment will terminate at the Effective Time (or such later date agreed to between Herc and the applicable Executive Officer) and such termination will constitute a termination for “Good Reason” under the Executive Severance Agreements.

The estimated payments and benefits that are expected to become payable to the Executive Officers under the Executive Severance Agreements upon the Effective Time are set forth below:

Deferred Bonuses

H&E’s Compensation Committee has historically determined to defer the payment of a portion of any annual cash bonuses earned by the Executive Officers, such that a portion is paid during the first quarter of the calendar year immediately following the calendar year in which such annual bonus was earned, and the remainder is paid in the first quarter of each of the subsequent two calendar years, together with interest at a rate that is reset annually (the “Deferred Annual Bonuses”). To the extent permitted by Section 409A of the Code, H&E may pay the Deferred Annual Bonuses to the Executive Officers upon the earlier to occur of the Effective Time or the Executive Officer’s “separation from service” (within the meaning of Section 409A of the Code), to the extent occurring prior to the regularly scheduled payment date.

As of March 14, 2025, the following Deferred Annual Bonuses are outstanding, which amounts do not include any interest credited with respect to the Deferred Annual Bonuses:

As of March 14, 2025, the total amount of interest accrued in respect of Deferred Annual Bonuses for each Executive Officer was $4,061, $4,434, $1,669 and $1,719 for the Executive Chairman, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively.

Effect of the Offer and the Merger on Outstanding Shares

If the Executive Officers and directors of H&E who own Shares tender their Shares for purchase pursuant to the Offer, they will receive the same Cash Offer Price and Stock Offer Price on the same terms and conditions as

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the other stockholders of H&E. As of March 14, 2025, the Executive Officers and directors of H&E owned, in the aggregate, 4,541,812 Shares (which, for clarity, excludes Shares issuable upon the settlement of H&E PSUs and also excludes H&E RSAs as of March 14, 2025).

The following table sets forth (1) the number of Shares beneficially owned as of March 14, 2025 by each of H&E’s Executive Officers and directors (which, for clarity, excludes Shares issuable upon the settlement of H&E PSUs and also excludes H&E RSAs that are unvested as of March 14, 2025) and (2) the aggregate value of the consideration that would be payable for such Shares, based on an estimated value of the Offer Price.

Effect of the Offer and the Merger on H&E Equity Awards

H&E Single-Trigger RSAs (as defined in the Merger Agreement) that are outstanding as of immediately prior to the Effective Time of the Merger will be cancelled in exchange for (A) an amount in cash equal to the product of (x) the aggregate number of shares of H&E shares subject to such Single-Trigger RSA, multiplied by (y) $78.75, and (B) a number of shares of Herc common stock equal to the product of (x) the aggregate number

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of shares of H&E shares subject to such H&E Single-Trigger RSA, multiplied by (y) 0.1287, in each case, less any applicable withholding taxes.

H&E RSAs that are not Single-Trigger RSAs that are outstanding as of immediately prior to the Effective Time of the Merger will be cancelled and substituted with an award of restricted stock units of Herc under the Herc 2018 Omnibus Incentive Plan (“Herc RSUs”) in respect of a number of shares of Herc common stock equal to (rounded down to the nearest whole number) (A) the number of shares of H&E shares subject to such H&E RSA immediately prior to the Effective Time of the Merger multiplied by (B) the Equity Award Exchange Ratio (as defined below). Except as specifically provided in the Merger Agreement, following the Effective Time, each Herc RSU will vest according to the same vesting schedule and will have forfeiture conditions no less favorable than the forfeiture conditions that were applicable to the corresponding H&E RSA immediately prior to the Effective Time of the Merger. In the event that the employment of a holder of a Herc RSU is terminated following the Effective Time by Herc or H&E “without cause”, by such employee for “good reason”, or as a result of such employee’s death or disability, then any Herc RSUs that are unvested will become immediately vested upon such termination of employment.

Except as set forth in the Merger Agreement, H&E PSU awards (together with the H&E Single-Trigger RSAs, the “H&E Single-Trigger Equity Awards”), whether vested or unvested, that are outstanding as of immediately prior to the Effective Time of the Merger will be cancelled in exchange for (A) a cash amount equal to the product of (x) the aggregate number of shares of H&E shares subject to such H&E PSU award immediately prior to the Effective Time of the Merger (together with any accrued and unpaid dividends or dividend equivalents corresponding to such H&E PSU, and with the number of H&E PSUs deemed to be earned based on “target” performance for any performance periods that have not ended prior to the Effective Time and “actual” performance for any performance periods that have ended prior to the Effective Time), multiplied by (y) $78.75, plus (B) a number of shares of Herc common stock equal to the product of (x) the aggregate number of shares of H&E shares subject to such H&E PSU (with the number of H&E PSUs deemed to be earned based on “target” performance for any performance periods that have not ended prior to the Effective Time of the Merger and “actual” performance for any performance periods that have ended prior to the Effective Time), multiplied by (y) 0.1287, in each case, less any applicable withholding taxes.

H&E PSU awards that are not H&E Single-Trigger Equity Awards that were granted on or after May 1, 2025, whether vested or unvested, and are outstanding as of immediately prior to the Effective Time of the Merger will be cancelled and substituted with an award of Herc RSUs in respect of a number of shares of Herc common stock equal to (rounded down to the nearest whole number) (A) the number of shares of H&E shares subject to such H&E PSU immediately prior to the Effective Time of the Merger multiplied by (B) the Equity Award Exchange Ratio. Except as specifically provided in the Merger Agreement, following the Effective Time of the Merger, each Herc RSU will vest according to the same vesting schedule and will have forfeiture conditions no less favorable than the forfeiture conditions that were applicable to the corresponding H&E PSU award immediately prior to the Effective Time. In the event that the employment of a holder of such a Herc RSU is terminated following the Effective Time by Herc or H&E “without cause”, by such employee for “good reason”, or as a result of such employee’s death or disability, then any such Herc RSUs that are unvested will become immediately vested upon such termination of employment.

“Equity Award Exchange Ratio” means (A) the Per Share Price (as defined in the Merger Agreement) divided by (B) the volume weighted average of the closing sale prices per share of Herc common stock on the NYSE, as reported in the New York City edition of The Wall Street Journal (or, if not reported thereby, as reported in another authoritative source) on each of the five full consecutive trading days ending on and including the third business day prior to the closing date (the amount in clause (B) being the “VWAP”).

For an estimate of the amounts that would be payable to each of our Executive Officers with respect to his or her outstanding H&E PSUs and H&E RSAs, see the section titled “The Offer – Quantification of Payments Related to H&E Equity Awards” below. As of March 14, 2025, none of the non-employee directors hold any unvested equity-based awards.

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Quantification of Payments Related to H&E Equity Awards

H&E’s Executive Officers hold H&E equity awards which, pursuant to the Merger Agreement, will be treated as set forth in the section entitled “The Offer – Effect of the Offer and the Merger on H&E Equity Awards.” The following table identifies for each of the Executive Officers the number of Shares subject to his or her H&E equity awards outstanding as of March 14, 2025 that will be cancelled in exchange for the Offer Price as described above in connection with the Merger, as well as the value of accrued and unpaid dividend equivalents corresponding to the Shares subject to H&E PSUs as of March 14, 2025. All of the H&E equity awards held by the Executive Officers as of March 14, 2025 are H&E Single-Trigger Equity Awards.

In addition, the following table assumes that no H&E PSUs will settle, no H&E RSAs will vest, and no dividends will be paid with respect to Shares between March 14, 2025 and the closing of the Merger, and that no additional H&E RSAs or H&E PSUs are granted between March 14, 2025 and the closing of the Merger.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation that is based on or otherwise relates to the Transactions and that is payable or may become payable to H&E’s Executive Officers. The Executive Officers are the only “named executive officers” of H&E for purposes of Item 402(t) of Regulation S-K. The table below assumes that: (a) the Effective Time occurred on March 14, 2025; (b) an estimated value of the Offer Price is $99.94 (calculated as described above for the “Per Share H&E Equity Award Value”) as determined consistent with the requirements set forth in Item 402(t) of Regulation S-K; (c) the Executive Officer’s annual base salary and target annual bonus amount remain unchanged from those in effect as of the Effective Time; (d) the unvested H&E RSAs and H&E PSUs held by the Executive Officers and outstanding as of the Effective Time will be canceled in exchange for the consideration described in the preceding subsections; (e) a qualifying termination of each Executive Officer’s employment (i.e., a termination without Cause, or for Good Reason) occurs immediately following the Effective Time in a

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manner entitling the Executive Officers, to receive the severance benefits under the Executive Severance Agreements other than accrued but unpaid obligations; (f) no Executive Officer receives any additional equity grants, no shares of H&E RSAs or H&E PSUs will vest or be settled, as applicable, and no dividends will be paid with respect to Shares on or prior to the Effective Time; (g) no Executive Officer enters into new agreements or is otherwise legally entitled to, prior to the Effective Time, additional compensation or benefits other than those described herein; (h) no payments are delayed due to Section 409A of the Code; and (i) the Executive Officers will be paid any earned bonuses at the time when bonuses are typically paid, and such bonuses are not based on or otherwise related to the Merger, and therefore do not constitute “golden parachute” compensation.

This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts below are based on multiple assumptions that may not actually occur. Additionally, certain amounts will vary depending on the date the Merger is completed. As a result, the actual amounts, if any, received by a named executive officer may ultimately differ in material respects from the amounts shown below.

For purposes of this discussion, “single-trigger” refers to benefits that arise solely as a result of the closing, and “double-trigger” refers to benefits that require two conditions, which are the closing as well as a qualifying termination of employment following the Effective Time, as applicable.

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Future Arrangements with Herc

Between the date of the Merger Agreement and the closing of the Merger, it is possible that employees of H&E and its subsidiaries, including Executive Officers, will enter into new compensation arrangements with Herc or any of its subsidiaries. Any such arrangements will not become effective until after the Merger is completed, if at all. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all and neither the Offer nor the Merger is conditioned upon any Executive Officer or director of H&E entering into any such agreement, arrangement or understanding.

Section 16 Matters

H&E’s Compensation Committee will take all such actions necessary so that, to the extent permitted, the disposition of all H&E equity securities (including derivative securities) pursuant to the Merger Agreement by any officer or director of H&E who is a covered person for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Rule 14d-10(d) Matters

H&E’s Compensation Committee will undertake all such actions as may be required to authorize and approve, as an “employment compensation, severance or other employee benefit arrangement” in accordance with Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto, certain compensation actions, prior to the Effective Time

Certain Relationships with H&E

As of the date of this document, Herc does not own any H&E shares. Neither Herc nor Merger Sub has effected any transaction in securities of H&E in the past 60 days. To the best of Herc’s and Merger Sub’s knowledge, after reasonable inquiry, none of the persons listed in the section entitled “Directors and Executive Officers of Herc and Merger Sub”, nor any of their respective associates or majority-owned subsidiaries, beneficially owns or has the right to acquire any securities of H&E or has effected any transaction in securities of H&E during the past 60 days.

Herc Rentals Inc., a Delaware corporation (“Herc Rentals”) and H&E entered into a confidentiality agreement dated as of January 24, 2025 (the “Original Confidentiality Agreement”). Under the terms of the Original Confidentiality Agreement, Herc Rentals agreed that, subject to certain exceptions, certain non-public and/or confidential information that H&E may make available to Herc Rentals in connection with discussions concerning a possible transaction between the parties will not be disclosed or used for any other purpose.

Herc Rentals and H&E agreed to amend the Original Confidentiality Agreement pursuant to the First Amendment to Confidentiality Agreement, dated as of February 12, 2025 (the “First Amendment”). Pursuant to the

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First Amendment, and without amending Herc Rentals’ obligations under the Original Confidentiality Agreement to keep confidential information provided by H&E, H&E agreed that, subject to certain exceptions, certain non-public and/or confidential information that Herc may make available to H&E in connection with discussions concerning a possible transaction between the parties will not be disclosed or used for any other purpose.

See “Other Transactions Agreements – Confidentiality Agreements” and the Original Confidentiality Agreement and First Amendment, which are filed as Exhibits 99.6 and 99.7 to this document.

Fees and Expenses

Herc has retained D.F. King & Co., Inc. as the Information Agent in connection with the Offer and the Merger. The Information Agent may contact holders of shares by mail, email, telephone, facsimile and personal interview and may request brokers, dealers and other nominee stockholders to forward material relating to the Offer and the Merger to beneficial owners of shares. Herc will pay the Information Agent reasonable and customary compensation for these services in addition to reimbursing the Information Agent for its reasonable out-of-pocket expenses. Herc agreed to indemnify the Information Agent against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

In addition, Herc has retained Computershare as Depository and Paying Agent in connection with the Offer and the Merger. Herc will pay the Depository and Paying Agent reasonable and customary compensation for its services in connection with the Offer and the Merger, will reimburse the Depository and Paying Agent for its reasonable out-of-pocket expenses and will indemnify the Depository and Paying Agent against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

Herc will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers. Except as set forth above, neither Herc nor Merger Sub will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of H&E shares pursuant to the Offer.

Accounting Treatment

In accordance with U.S. generally accepted accounting principles, Herc will account for the acquisition of shares through the Offer and the Merger under the acquisition method of accounting for business combinations.

Stock Exchange Listing

Herc common stock is listed on the NYSE under the symbol “HRI.” Herc intends to submit a supplemental listing application to list on the NYSE the Herc common stock that Herc will issue in the Offer and the Merger as part of the transaction consideration. Such listing is a condition to completion of the Offer.

Resale of Herc Common Stock

All Herc common stock received by H&E stockholders as part of the transaction consideration in the Offer and the Merger will be freely tradable for purposes of the Securities Act, except for Herc common stock received by any person who is deemed an “affiliate” of Herc at the time of the closing of the Merger. Herc common stock held by an affiliate of Herc may be resold or otherwise transferred without registration in compliance with the volume limitations, manner of sale requirements, notice requirements and other requirements under Rule 144 or as otherwise permitted under the Securities Act. This document does not cover resales of Herc common stock received upon completion of the Offer or the Merger by any person, and no person is authorized to make any use of this document in connection with any such resale.

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