UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 1127, 2026

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.)
(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. below):

☐

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

☐

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))

☐

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
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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On March 11 27, 2026 ~~(the “Closing Date”)~~, ~~our~~ Avis Budget ~~Rental~~ ~~Car~~Group, ~~Funding~~Inc. (~~AESOP)~~the ~~LLC subsidiary (~~“~~ABRCF~~Company”), ~~issued~~entered ~~$668.20~~into ~~million~~an ofEquity ~~asset-backed~~Distribution ~~securities~~Agreement ~~with~~(the a“Equity ~~maturity~~Distribution ofAgreement”) ~~three years~~by and ~~five~~among ~~years,~~the ~~respectively~~Company, ~~comprised~~on ofthe ~~$280.39~~one ~~million~~hand, ~~aggregate~~and ~~principal~~BofA ~~amount~~Securities, ~~of Series 2026-1 4~~Inc.~~28%~~, ~~Class~~BNP AParibas ~~notes,~~Securities ~~$34~~Corp.~~57 million~~, ~~aggregate~~Credit ~~principal~~Agricole ~~amount~~Securities of(USA) ~~Series 2026-1 4~~Inc.~~57%~~, ~~Class B notes, $23~~J.05P. ~~million~~Morgan ~~aggregate~~Securities ~~principal amount of Series 2026-1 4.96%~~LLC, ~~Class~~ CMorgan ~~notes~~Stanley ~~and~~& ~~$46~~Co.09 ~~million~~LLC, ~~aggregate~~RBC ~~principal~~Capital ~~amount~~Markets, ofLLC, ~~Series~~Scotia ~~2026-1~~Capital 6(USA) Inc.~~53%~~, ~~Class~~SG DAmericas ~~notes~~Securities, asLLC, ~~well~~Truist asSecurities, ~~$207~~Inc.40 ~~million~~and ~~aggregate principal~~Wells ~~amount~~Fargo ofSecurities, ~~Series~~LLC ~~2026-2~~(the ~~4.60%~~“Sales Agents”), ~~Class~~on Athe ~~notes,~~other ~~$25~~hand.55 ~~million~~Pursuant ~~aggregate~~to ~~principal~~the ~~amount~~terms of ~~Series~~the ~~2026-2~~Equity ~~5.00%,~~Distribution ~~Class B notes~~Agreement, ~~$17.05~~ ~~million~~the ~~aggregate~~Company ~~principal~~may ~~amount of Series 2026-2 5.44%~~sell, ~~Class~~from Ctime ~~notes~~to ~~and~~time ~~$34.1~~through ~~million~~or ~~aggregate~~to ~~principal~~the ~~amount~~Sales ~~of Series 2026-2 7.04%~~Agents, ~~Class~~as Dthe ~~notes.~~Company’s ~~ABRCF~~sales ~~also~~agents ~~issued~~or ~~$20.62~~as ~~million~~principals, ~~aggregate~~up ~~principal~~to ~~amount~~5,000,000 shares of ~~Series~~the ~~2026-1~~Company’s ~~8.000%~~common stock, ~~Class~~par Rvalue ~~notes and~~ $150.~~25 million~~01 ~~aggregate~~per ~~principal~~share ~~amount~~(the of“Shares”). ~~Series~~The ~~2026-2 8.522%~~sales, ~~Class~~if ~~R notes~~any, ~~each~~ of ~~which are subordinated to~~ the ~~Class~~Shares Amade ~~notes,~~under the ~~Class B~~Equity ~~notes,~~Distribution ~~the~~Agreement ~~Class~~may Cbe ~~notes~~made ~~and~~in ~~the~~sales ~~Class~~deemed Dto ~~notes~~be of “at-the-market ~~respective~~offerings” ~~Series,~~as ~~and~~defined ~~which~~in ~~were~~Rule ~~issued~~415 tounder ~~comply~~the ~~with~~Securities ~~applicable~~Act ~~U.S.~~of ~~risk~~1933, ~~retention rules.~~as ~~The~~amended ~~Class~~(the R“Securities ~~notes~~Act”), ~~are~~including ~~held~~ by ~~our~~sales ~~AESOP~~made ~~Leasing~~directly ~~L.P.~~on ~~subsidiary.~~or ~~The~~through ~~notes~~the ~~were~~Nasdaq ~~issued~~Global ~~under~~Select ~~the~~Market ~~Series~~or ~~2026-1~~another ~~Supplement,~~market ~~dated as~~for ofour ~~the~~common ~~Closing Date~~stock, ~~between~~sales ~~ABRCF~~made ~~and~~to ~~The~~or ~~Bank~~through ofa ~~New~~market ~~York~~maker ~~Mellon~~other ~~Trust~~than ~~Company,~~on ~~N.A.,~~an asexchange ~~trustee~~or ~~and Series 2026-1 Agent (the “Series 2026-1 Supplement”)~~otherwise, toin ~~the~~negotiated ~~Second~~transactions ~~Amended~~at ~~and~~market ~~Restated~~prices ~~Base~~prevailing ~~Indenture,~~at ~~dated~~the astime of ~~June 3~~sale, ~~2004~~at ~~(as~~prices ~~amended,~~related ~~the~~to ~~“Base~~prevailing ~~Indenture”) and~~market ~~the~~prices ~~Series~~or ~~2026-2~~at ~~Supplement~~negotiated prices, ~~dated~~or as ofotherwise ~~the~~agreed ~~Closing~~with ~~Date,~~the ~~between~~applicable ~~ABRCF~~Sales ~~and~~Agent. The ~~Bank~~Sales ofAgents ~~New~~may ~~York~~also ~~Mellon~~sell ~~Trust Company, N.A., as trustee and Series 2026-2 Agent (~~the ~~“Series~~Shares ~~2026-2~~by ~~Supplement”),~~any toother ~~the~~method ~~Base~~permitted ~~Indenture,~~by ~~respectively~~law.

~~The~~For ~~notes~~sales ~~are~~of ~~secured~~Shares ~~under~~through the ~~Base~~Sales ~~Indenture~~Agents, byas ~~vehicles~~the inCompany’s ~~our domestic~~sales ~~fleet~~agents, ~~and~~the ~~other~~Company ~~related~~will ~~assets.~~pay ~~The~~the ~~foregoing~~Sales ~~summary~~Agents a commission at a mutually agreed rate, not to exceed 2.00% of the ~~notes~~gross issales ~~qualified~~price inper ~~its~~Share. ~~entirety~~In byaddition, ~~reference~~the Company has agreed to pay certain expenses incurred by the ~~full~~Sales ~~text of~~Agents in connection with the ~~Series~~offering. ~~2026-1~~The ~~Supplement,~~Company amay ~~copy~~also ofsell ~~which~~Shares isto ~~attached~~one ~~hereto~~or more of the Sales Agents as ~~Exhibit~~principal 10for such Sales Agent’s own account at a price agreed upon at the time of sale.1, ~~and~~If the ~~Series~~Company ~~2026-2~~sells ~~Supplement,~~Shares ato ~~copy~~one or more of ~~which is~~the ~~attached~~Sales ~~hereto~~Agents as ~~Exhibit~~principal, 10the Company will enter into a separate terms agreement with such Sales Agent.2 The Company has no obligation to sell any Shares under the Equity Distribution Agreement, ~~each~~and may at any time suspend the offering of ~~which~~Shares isunder ~~incorporated~~the byEquity ~~reference~~Distribution ~~herein~~Agreement.

~~Certain~~The ~~purchasers~~Equity Distribution Agreement contains customary representations and warranties of the ~~notes,~~parties and indemnification and contribution provisions under which the ~~trustee~~Company and ~~their~~the ~~respective affiliates~~Sales Agents have ~~performed,~~agreed ~~and~~to ~~may~~indemnify ineach ~~the~~other ~~future~~against ~~perform~~certain liabilities, ~~various~~including ~~commercial~~liabilities ~~banking,~~under ~~investment~~the ~~banking~~Securities ~~and~~Act. ~~other~~The ~~financial~~Company ~~advisory services~~expects ~~for~~to ususe ~~and~~the ~~our~~net ~~subsidiaries~~proceeds ~~for~~from ~~which~~sales ~~they~~of ~~have~~the ~~received,~~Shares ~~and~~under ~~will~~the ~~receive~~Equity Distribution Agreement, ~~customary~~if ~~fees~~any, ~~and~~for ~~expenses~~general corporate purposes.

~~Item~~The ~~2.03~~Company ~~Creation~~filed ofan automatic Shelf Registration Statement on Form S-3ASR (File No. 333-294689) and a ~~Direct~~prospectus ~~Financial~~supplement, ~~Obligation~~dated orMarch 27, an2026, ~~Obligation~~with ~~under~~the anSecurities ~~Off-Balance~~and ~~Sheet~~Exchange ~~Arrangement~~Commission in connection with the offer and sale of athe ~~Registrant~~Shares pursuant to the Equity Distribution Agreement.

The ~~information~~foregoing ~~described~~description ~~above~~of ~~under~~the ~~Item~~Equity ~~1.01~~Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of ~~this~~such ~~report~~agreement, a copy of which is ~~incorporated~~ ~~into~~filed ~~this~~herewith ~~Item~~as 2Exhibit 1.031 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

~~The~~(d) ~~following~~Exhibits ~~exhibits are filed as part of this report:~~

Exhibit No.		Description of Exhibit
10.1		Series 2026-1 Supplement, dated as of March 11, 2026, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2026-1 Agent.
1.1		Equity Distribution Agreement, dated as of March 27, 2026, by and among the Company and BofA Securities, Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SG Americas Securities, LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC.
10.2		Series 2026-2 Supplement, dated as of March 11, 2026, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2026-2 Agent.
5.1		Opinion of Kirkland & Ellis LLP.
23.1		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 ~~hereto~~hereunto duly authorized.


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: March 13 27, 2026

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