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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 16, 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) |
| ☐ | 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 |
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. |
On 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 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 Base Indenture, dated as of June 3, 2004 (as amended, the “Base Indenture”) and the Series 2025-4 Supplement,
dated as of the Closing Date, between ABRCF and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2025-4 Agent (the
“Series 2025-4 Supplement”), to the Base Indenture, respectively.
The notes are secured under the Base Indenture by vehicles in our
domestic fleet and other related assets. The foregoing summary of the notes is qualified in its entirety by reference to the full text
of the Series 2025-3 Supplement, a copy of which is attached hereto as Exhibit 10.1, and the Series 2025-4 Supplement, a copy of which
is attached hereto as Exhibit 10.2, each of which is incorporated by reference herein.
Certain purchasers of the notes, the trustee and their respective
affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory
services for us and our subsidiaries for which they have received, and will receive, customary fees and expenses.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information described above under Item 1.01 of this report is
incorporated into this Item 2.03 by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Series 2025-3 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 2025-3 Agent. |
| |
|
|
| 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). |
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 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: September 19, 2025
