UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 516, 2025

Avis Budget Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-10308		06-0918165
(State or Other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

379 Interpace Parkway

Parsippany, NJ

07054

(Address of Principal Executive Offices)

(Zip Code)

(973) 496-4700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01		CAR		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Second~~On ~~Amendment~~September 16, 2025 (the “Closing Date”), our Avis Budget Rental Car Funding (AESOP) LLC subsidiary (“ABRCF”) issued $793.2 million of asset-backed securities with a maturity of three years and five years, respectively, comprised of $199.0 million aggregate principal amount of Series 2025-3 4.17%, Class A notes, $29.75 million aggregate principal amount of Series 2025-3 4.46%, Class B notes, $21.25 million aggregate principal amount of Series 2025-3 4.95%, Class C notes and $33.29 million aggregate principal amount of Series 2025-3 6.42%, Class D notes, as well as $358.2 million aggregate principal amount of Series 2025-4 4.40%, Class A notes, $53.55 million aggregate principal amount of Series 2025-4 4.77%, Class B notes, $38.25 million aggregate principal amount of Series 2025-4 5.26%, Class C notes and $59.92 million aggregate principal amount of Series 2025-4 6.72%, Class D notes. The Class D notes were retained by ABRCF and may be sold on a future date. ABRCF also issued $15.6 million aggregate principal amount of Series 2025-3 8.373%, Class R notes and $28.1 million aggregate principal amount of Series 2025-4 8.685%, Class R notes, each of which are subordinated to ~~Fourth~~the Class A notes, the Class B notes, the Class C notes and the Class D notes of the respective Series, and which were issued to comply with applicable U.S. risk retention rules. The Class R notes are held by our AESOP Leasing L.P. subsidiary. The notes were issued under the Series 2025-3 Supplement, dated as of the Closing Date, between ABRCF and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2025-3 Agent (the “Series 2025-3 Supplement”), to the Second Amended and Restated ~~Cooperation~~Base Indenture, dated as of June 3, 2004 (as amended, the “Base Indenture”) and the Series 2025-4 Supplement, ~~Agreement~~dated as of the Closing Date, between ABRCF and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2025-4 Agent (the “Series 2025-4 Supplement”), to the Base Indenture, respectively.

OnThe ~~September~~notes 5,are ~~2025,~~secured ~~Avis Budget~~under ~~Group, Inc. (~~the ~~“Company”)~~Base ~~entered~~Indenture ~~into~~by avehicles ~~second~~in ~~amendment~~our domestic ~~(the~~fleet ~~“Amendment”)~~and toother ~~the~~related ~~Fourth~~assets. ~~Amended~~The ~~and Restated~~foregoing ~~Cooperation~~summary ~~Agreement, dated as~~ of ~~December 23, 2022 (~~the ~~“Fourth~~notes ~~A&R~~is ~~Cooperation~~qualified ~~Agreement”),~~in ~~among~~its ~~the Company,~~entirety ~~SRS~~by ~~Investment~~reference ~~Management,~~to ~~LLC~~the ~~and~~full ~~certain~~ text of ~~its affiliates (together, “SRS”). The Amendment revises~~ the ~~voting cap~~Series on2025-3 ~~voting~~Supplement, ~~securities~~a ~~beneficially~~copy ~~owned~~of bywhich ~~SRS~~is ~~from~~attached ~~35%~~hereto toas ~~45%~~Exhibit ~~such~~10.1, ~~that~~and ~~any~~the ~~voting~~Series ~~securities~~2025-4 ~~beneficially~~Supplement, ~~owned~~a bycopy ~~SRS~~of ~~in excess~~which ofis ~~this~~attached ~~cap~~hereto ~~shall~~as beExhibit ~~voted~~10.2, ineach ~~the~~of ~~same~~which ~~proportion~~is asincorporated ~~the votes cast~~ by ~~the~~reference ~~Company’s other stockholders~~herein.

~~Pursuant~~Certain topurchasers ~~the Amendment, the size~~ of the ~~Company’s~~notes, ~~board of directors (~~the ~~“Board”)~~trustee ~~will~~and betheir ~~fixed~~respective affiliates athave ~~five~~performed, ~~(5)~~and ormay ~~six~~in ~~(6) directors (~~the ~~“Board Size~~future ~~Cap”)~~perform, sovarious ~~long~~commercial asbanking, ~~SRS~~investment ~~continues~~banking toand ~~beneficially~~other ~~own~~financial atadvisory services ~~least~~for ~~10%~~us ofand ~~the~~our ~~Company’s~~subsidiaries ~~voting~~for ~~securities.~~which Inthey ~~the~~have ~~event a director unaffiliated with SRS ceases to serve on the Board~~received, ~~the~~and ~~Board~~ will ~~act~~receive, ~~expeditiously~~customary tofees ~~appoint~~and ~~a replacement director unaffiliated with SRS~~expenses.

~~The~~Item ~~Amendment further provides that no more than two (~~2~~) directors of the Company may be affiliates of SRS~~.03 IfCreation ~~SRS transfers voting securities~~ of ~~the Company to~~ a ~~holder of~~Direct ~~10%~~Financial Obligation or ~~more~~an ofObligation ~~the~~under ~~Company’s~~an ~~voting securities, the Board Size Cap will fall away but no more than one~~Off-~~third~~Balance ~~(1/3)~~Sheet Arrangement of ~~the Board or two (2) directors, whichever is greater, may be affiliated with SRS and/or~~ a ~~10% holder~~Registrant.

The ~~Amendment~~information further provides that, unless previously approved by a majority of directors unaffiliated with SRS or with a holder of 10% or more of the Company’s voting securities, SRS (and its subsequent 10% transferees) may not transfer, shares to any person who beneficially owns, or would beneficially own following such transfer, 10% or more of the Company’s voting securities unless prior to such transfer, such person agrees pursuant to a written agreement with the Company (i) to be treated as an “interested stockholder” pursuant to Section 203 of the Delaware General Corporation Law for a five-year period beginning on the date such person becomes a 10% holder as a result of acquiring shares from SRS, and (ii) to vote all of its shares in favor of maintaining the Board composition provisions described above ~~for~~under aItem ~~five-year~~1.01 ~~period~~of ~~beginning~~this onreport ~~the date such person becomes a 10% holder as a~~is ~~result~~incorporated ofinto ~~acquiring~~this ~~shares~~Item ~~from SRS~~2.03 ~~These~~by ~~aforementioned obligations extend to such 10% holder’s transferees, successors and assigns~~reference.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.		Description
10.1		~~Second~~Series ~~Amendment~~2025-3 Supplement, dated as of September 516, 2025, tobetween ~~the~~Avis ~~Fourth~~Budget ~~Amended~~Group, Inc. and ~~Restated~~The ~~Cooperation~~Bank ~~Agreement, dated as~~ of ~~December~~New ~~23,~~York ~~2022,~~Mellon byTrust ~~and among Avis Budget Group~~Company, ~~Inc~~N.A., ~~SRS~~as ~~Investment~~trustee ~~Management, LLC~~ and ~~certain~~as ofSeries ~~its~~2025-3 ~~affiliates~~Agent.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
10.2		Series 2025-4 Supplement, dated as of September 16, 2025, between Avis Budget Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2025-4 Agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~hereto duly authorized.

	AVIS BUDGET GROUP, INC.
Date: September 8, 2025	By:	/s/ Jean M. Sera
	Name:	Jean M. Sera
	Title:	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

	AVIS BUDGET GROUP, INC.


	By:	/s/ Jean M. Sera
	Name:	Jean M. Sera
	Title:	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Date: September 19, 2025

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