Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

The table set forth below provides information regarding our performance and the “compensation actually paid” to our CEO (referred in the table below as the PEO, or principal executive officer) and our other NEOs for each year, as calculated in accordance with SEC disclosure rules. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For discussion of how the Compensation Committee seeks to align pay and performance when making compensation decisions, please review our “Compensation Discussion and Analysis,” beginning on page 42.

Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)(3)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($)	Average Compensation Actually Paid for Non-PEO Named Executive Officers(2)(3) ($)	Value of Initial $100 Investment Based on:(4)		Net Income (millions) ($)	Adjusted Corporate EBITDA(5) (millions) ($)
Year	PEO-1 ($)	PEO-2 ($)	PEO-1 ($)	PEO-2 ($)			Total Shareholder Return ($)	Peer Group Total Shareholder Return(4) ($)	Net Income (millions) ($)	Adjusted Corporate EBITDA(5) (millions) ($)
2025	4,524,371	—	14,172,898	—	2,798,394	5,010,415	16	140	(747)	(339)
2024	35,180,882	547,306	14,380,668	(45,583,327)	5,783,473	2,229,659	11	121	(2,862)	(1,541)
2023	2,900,417	—	(41,754,186)	—	4,118,654	3,728,824	32	103	616	561
2022	182,136,137	886,581	132,128,569	(809,312)	3,609,798	1,477,433	47	79	2,059	2,305
2021	14,216,577	12,653,169	13,614,741	11,923,378	5,327,918	4,998,545	77	91	365	2,130

(1)

For 2025, PEO-1 is Mr. West, and there is no PEO-2; non-PEO NEOs are Mr. Haralson, Mr. Berg, Mr. Moore, Mr. Dube, and Ms. Martin. For 2024, PEO-1 is Mr. West, and PEO-2 is Stephen Scherr; non-PEO NEOs are Mr. Haralson, Mr. Dube, Ms. Martin, Eric Leef, Alexandra Brooks, and Justin Keppy. For 2023, PEO-1 is Mr. Scherr, and there is no PEO-2; non-PEO NEOs are Ms. Brooks, Colleen Batcheler, Mr. Keppy, Mr. Leef, Kenny Cheung, and Paul Stone. For 2022, PEO-1 is Mr. Scherr and PEO-2 is Mr. Fields; non-PEO NEOs are Mr. Cheung, Ms. Batcheler, Mr. Leef, Mr. Stone, Angela Brav, and M. David Galainena. For 2021, PEO-1 is Mr. Fields, and PEO-2 is Mr. Stone; non-PEO NEOs are Mr. Cheung, Darren Arrington, Ms. Brav, and Mr. Galainena.

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments, as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs (including, for 2025, as set forth below). Amounts in the Deductions from Summary Compensation Table Total column are the total from the Stock Awards column set forth in the Summary Compensation Table. While similar adjustment information was provided in our 2023 proxy statement for years 2020, 2021, and 2022 and was provided in our 2024 proxy statement for 2023, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because it is not material to our stockholders’ understanding of the information reported in the table above for 2025 or of the relationships disclosures provided below.

Fiscal Year	Summary Compensation Table Total ($)	Deductions from Summary Compensation Table Total(a) ($)	Additions to Summary Compensation Table Total(b) ($)	Compensation Actually Paid ($)
PEO-1
2025	4,524,371	0	9,648,527	14,172,898
PEO-2
2025	—	—	—	—
Average Non-PEO NEOs
2025	2,798,394	1,457,437	3,669,458	5,010,415

(a)

Represents the grant date fair value of equity awards reported in the “Stock Awards” columns in the Summary Compensation Table for 2025.

(b)

Reflects the value of equity calculated in accordance with the SEC methodology for determining compensation actually paid under Item 402(v) of Regulation S-K for each year shown. The amounts deducted or added in calculating the equity values included in Compensation Actually Paid are as follows:

Year	Covered Year End Fair Value of Outstanding Equity Awards Granted in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Outstanding Unvested Equity Awards Granted Prior to Covered Year ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($)	Equity Value Included in Compensation Actually Paid ($)
	(a)	(b)	(c)	(d)	(e)	(f) = (a) + (b) + (c) + (d) + (e)
PEO-1
2025	0	6,767,168	0	2,881,359	0	9,648,527
PEO-2
2025	—	—	—	—	—	—
Average Non-PEO NEOs
2025	858,703	1,468,450	0	1,496,000	(153,695)	3,669,458

(4)

The Peer Group TSR set forth in this table utilizes the Morningstar Rental & Leasing Services Industry Group (the “Peer Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Annual Report. The comparison assumes $100 was invested for the period starting November 9, 2021 (the first day of trading on the Nasdaq following our Emergence and re-listing on the Nasdaq), through the end of the listed year in the Company and Peer Index, respectively. Historical stock price performance is not necessarily indicative of future stock price performance.

(5)

We determined Adjusted Corporate EBITDA (a non-GAAP financial metric) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 because this is a key primary financial performance metric in our annual incentive program and long-term incentive program. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted Corporate EBITDA is defined in Annex A: Non-GAAP Measures to this Proxy Statement.

Company Selected Measure Name

Adjusted Corporate EBITDA

Named Executive Officers, Footnote

(1)

Peer Group Issuers, Footnote

(4)

Adjustment To PEO Compensation, Footnote

(3)

Fiscal Year	Summary Compensation Table Total ($)	Deductions from Summary Compensation Table Total(a) ($)	Additions to Summary Compensation Table Total(b) ($)	Compensation Actually Paid ($)
PEO-1
2025	4,524,371	0	9,648,527	14,172,898
PEO-2
2025	—	—	—	—
Average Non-PEO NEOs
2025	2,798,394	1,457,437	3,669,458	5,010,415

(a)

Represents the grant date fair value of equity awards reported in the “Stock Awards” columns in the Summary Compensation Table for 2025.

(b)

Year	Covered Year End Fair Value of Outstanding Equity Awards Granted in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Outstanding Unvested Equity Awards Granted Prior to Covered Year ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($)	Equity Value Included in Compensation Actually Paid ($)
	(a)	(b)	(c)	(d)	(e)	(f) = (a) + (b) + (c) + (d) + (e)
PEO-1
2025	0	6,767,168	0	2,881,359	0	9,648,527
PEO-2
2025	—	—	—	—	—	—
Average Non-PEO NEOs
2025	858,703	1,468,450	0	1,496,000	(153,695)	3,669,458

Non-PEO NEO Average Total Compensation Amount

$ 2,798,394

$ 5,783,473

4,118,654

$ 3,609,798

$ 5,327,918

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,010,415

2,229,659

3,728,824

1,477,433

4,998,545

Adjustment to Non-PEO NEO Compensation Footnote

(3)

Fiscal Year	Summary Compensation Table Total ($)	Deductions from Summary Compensation Table Total(a) ($)	Additions to Summary Compensation Table Total(b) ($)	Compensation Actually Paid ($)
PEO-1
2025	4,524,371	0	9,648,527	14,172,898
PEO-2
2025	—	—	—	—
Average Non-PEO NEOs
2025	2,798,394	1,457,437	3,669,458	5,010,415

(a)

Represents the grant date fair value of equity awards reported in the “Stock Awards” columns in the Summary Compensation Table for 2025.

(b)

Year	Covered Year End Fair Value of Outstanding Equity Awards Granted in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Outstanding Unvested Equity Awards Granted Prior to Covered Year ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($)	Equity Value Included in Compensation Actually Paid ($)
	(a)	(b)	(c)	(d)	(e)	(f) = (a) + (b) + (c) + (d) + (e)
PEO-1
2025	0	6,767,168	0	2,881,359	0	9,648,527
PEO-2
2025	—	—	—	—	—	—
Average Non-PEO NEOs
2025	858,703	1,468,450	0	1,496,000	(153,695)	3,669,458

Compensation Actually Paid vs. Total Shareholder Return

Company and Peer Index TSR: The majority of our NEOs’ target compensation for the periods presented was delivered as equity compensation, and for our NEOs who participated in the 2025 LTIP, the PSUs in the program are capped at 100% of target if our TSR is negative during the performance period. As a result, compensation actually paid in connection with the PSUs will be directly related to our TSR. Peer Index TSR has not been a direct component of our compensation program, and therefore, Peer Index TSR has not had a direct relationship with compensation actually paid to our NEOs.

Compensation Actually Paid vs. Net Income

Net Income: We did not use Net Income as a performance measure in our compensation program in the periods presented nor was it directly considered when making compensation decisions for our PEO or other NEOs. As a result, there has not been a direct relationship between Net Income and compensation actually paid to these individuals for the periods presented. However, to the extent our Net Income is correlated with our Adjusted Corporate EBITDA, which is a key measure in our compensation program, there has been a directional relationship.

Compensation Actually Paid vs. Company Selected Measure

Adjusted Corporate EBITDA: We have used Adjusted Corporate EBITDA in our annual and long-term incentive programs during the periods presented, and, as a result, it has had a direct impact on the compensation actually paid to NEOs.

Total Shareholder Return Vs Peer Group

Tabular List, Table

Below is a list of the financial performance measures that we believe are the most important financial performance measures used to link NEO Compensation Actually Paid for 2025 to Company performance. For more information, see “Compensation Discussion & Analysis.” Although we do not, in practice, use any performance measures to link Compensation “Actually Paid” (as calculated herein) to Company performance, we are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used by the Compensation Committee to determine NEO compensation.

■

Adjusted Corporate EBITDA (Company-selected measure)

■

DOE Per Transaction Day

■

NPS

■

Total Shareholder Return

■

Volume Weighted-Average Closing Price of Our Common Stock

Total Shareholder Return Amount

$ 16

Peer Group Total Shareholder Return Amount

140

121

103

Net Income (Loss)

$ (747,000,000)

$ (2,862,000,000)

$ 616,000,000

$ 2,059,000,000

$ 365,000,000

Company Selected Measure Amount

(339,000,000)

(1,541,000,000)

561,000,000

2,305,000,000

2,130,000,000

PEO Name

Mr. West

Equity Awards Adjustments, Footnote

Year	Covered Year End Fair Value of Outstanding Equity Awards Granted in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Outstanding Unvested Equity Awards Granted Prior to Covered Year ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($)	Change in Fair Value (Prior Year End to Covered Year End) of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($)	Equity Value Included in Compensation Actually Paid ($)
	(a)	(b)	(c)	(d)	(e)	(f) = (a) + (b) + (c) + (d) + (e)
PEO-1
2025	0	6,767,168	0	2,881,359	0	9,648,527
PEO-2
2025	—	—	—	—	—	—
Average Non-PEO NEOs
2025	858,703	1,468,450	0	1,496,000	(153,695)	3,669,458

Measure:: 1

Non-GAAP Measure Description

Adjusted Corporate EBITDA

(5)

Measure:: 2

DOE Per Transaction Day

Measure:: 3

NPS

Measure:: 4

Total Shareholder Return

Measure:: 5

Volume Weighted-Average Closing Price of Our Common Stock

Wayne Gil West [Member]

$ 4,524,371

$ 35,180,882

14,172,898

14,380,668

Stephen Scherr [Member]

547,306

$ 2,900,417

$ 182,136,137

$ (45,583,327)

$ (41,754,186)

132,128,569

Mark Fields [Member]

886,581

$ 14,216,577

$ (809,312)

13,614,741

Paul Stone [Member]

12,653,169

PEO | Wayne Gil West [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

$ 11,923,378

PEO | Wayne Gil West [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

PEO | Wayne Gil West [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

9,648,527

PEO | Wayne Gil West [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

PEO | Wayne Gil West [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

6,767,168

PEO | Wayne Gil West [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Wayne Gil West [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

2,881,359

PEO | Stephen Scherr [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Stephen Scherr [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

PEO | Stephen Scherr [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

PEO | Stephen Scherr [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

PEO | Stephen Scherr [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

PEO | Stephen Scherr [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Stephen Scherr [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

(1,457,437)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

3,669,458

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

858,703

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

1,468,450

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

1,496,000