Avis Budget Group (NASDAQ: CAR) enters $650M cash settlement with Pentwater

Rhea-AI Filing Summary

Avis Budget Group, Inc. entered into a Settlement and Release Agreement with Pentwater Capital Management LP and certain affiliates to resolve a pending Section 16(b) short-swing profits action. The agreement provides for a $650,000,000 cash settlement amount, payable to Avis Budget Group, subject to court approval.

The court must issue an order approving the settlement terms, including findings that the company diligently pursued the claims and that the settlement amount is fair, reasonable and adequate, along with other customary conditions. The company notes that statements about the lawsuit and settlement are forward-looking and subject to risks, including the possibility the court does not approve the agreement.

Positive

• $650,000,000 cash settlement amount agreed with Pentwater Capital Management and affiliates, which would represent a highly significant cash inflow for Avis Budget Group if the court approves the Settlement Agreement.

Negative

• None.

Insights

Equity and special-situations analyst

Avis Budget Group agrees to a large $650M cash settlement that could significantly boost its balance sheet if approved.

Avis Budget Group has negotiated a $650,000,000 cash settlement with Pentwater Capital Management and affiliates related to a Section 16(b) short-swing profits action. If the court approves the agreement, the company would receive a substantial inflow of cash, which is unusually large for this type of matter.

The settlement remains contingent on court approval of both the terms and the amount, including findings that the company diligently pursued its claims and that the payment is fair, reasonable and adequate. Until that order is entered, there is execution risk around timing and outcome, and results may differ from current expectations.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Settlement Amount: $650,000,000 cash Settlement agreement date: June 19, 2026

2 metrics

Settlement Amount $650,000,000 cash Proposed payment to Avis Budget Group under Settlement Agreement

Settlement agreement date June 19, 2026 Date Avis Budget Group entered Settlement and Release Agreement

Key Terms

Settlement and Release Agreement, short-swing profits, Section 16(b), forward looking statements

4 terms

Settlement and Release Agreement financial

"entered into a Settlement and Release Agreement (the “Settlement Agreement”) with Pentwater Capital Management LP"

short-swing profits financial

"pending lawsuit against Pentwater for the recovery of short-swing profits under Section 16(b)"

Section 16(b) regulatory

"short-swing profits under Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

forward looking statements regulatory

"Statements regarding the Section 16(b) Action and payment of the Settlement Amount are “forward looking statements”"

Statements about a company’s expected future performance, plans, goals, or projections that are not historical facts and involve assumptions and estimates. Investors care because these are predictions that guide decisions but can be wrong; like a weather forecast, they help set expectations and risk — if circumstances change, actual results may differ significantly, so investors should weigh them alongside hard data and risk factors.

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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): June 19, 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)			(IRS Employer Identification Number)

379 Interpace Parkway						07054
Parsippany, NJ
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (973) 496-4700

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:

☐ 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 8.01. Other Events.

On June 19, 2026, Avis Budget Group, Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with Pentwater Capital Management LP and certain affiliated persons (“Pentwater”) to settle its pending lawsuit against Pentwater for the recovery of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934 (the “Section 16(b) Action”). Under the Settlement Agreement, the settlement amount is $650,000,000 in cash (the “Settlement Amount”). The Settlement Agreement and payment to the Company of the Settlement Amount is subject to court approval, including the issuance of an order approving the terms of the settlement agreement and making a finding that, among other things, the Company has diligently pursued the claims raised in the Section 16(b) Action and that the Settlement Amount is fair, reasonable and adequate, and other customary conditions.

Forward-Looking Statements

Statements regarding the Section 16(b) Action and payment of the Settlement Amount are “forward looking statements” and are subject to known and unknown risks and uncertainties that may cause results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to obtaining court approval of the Settlement Agreement and Settlement Amount, including the risk that the court declines to approve the Settlement Agreement on substantive, procedural or other grounds or that the court does not issue an order approving the terms of the Settlement Agreement, timing related to such approval, and any potential termination of the Settlement Agreement. The Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

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 duly authorized.

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

Date: June 22, 2026

FAQ

What did Avis Budget Group (CAR) announce regarding Pentwater Capital Management?

Avis Budget Group entered a Settlement and Release Agreement with Pentwater Capital Management and certain affiliates to resolve a pending Section 16(b) short-swing profits action, with a proposed cash settlement amount of $650,000,000 payable to the company if approved by the court.

How much is the proposed cash settlement for Avis Budget Group (CAR)?

The Settlement Agreement specifies a cash settlement amount of $650,000,000 payable to Avis Budget Group. This payment is contingent on court approval of the settlement terms and a finding that the amount is fair, reasonable and adequate, along with other customary conditions.

Is the $650 million settlement for Avis Budget Group (CAR) finalized?

The $650,000,000 settlement is not finalized yet. It is subject to court approval, including an order confirming the settlement terms, the company’s diligent pursuit of the Section 16(b) claims, and that the settlement amount is fair, reasonable and adequate, plus customary conditions.

What legal action is Avis Budget Group (CAR) resolving through this settlement?

Avis Budget Group is resolving a pending legal action seeking recovery of alleged short-swing profits under Section 16(b) of the Securities Exchange Act of 1934. The company and Pentwater Capital Management agreed on a cash settlement amount, which still requires court approval before becoming effective.

What risks does Avis Budget Group (CAR) highlight about the settlement with Pentwater?

Avis Budget Group notes risks related to obtaining court approval of the Settlement Agreement and the $650,000,000 settlement amount, including the possibility the court declines approval on substantive, procedural or other grounds, as well as timing uncertainties and potential termination of the agreement.

How does Avis Budget Group (CAR) characterize statements about the $650 million settlement?

The company characterizes statements about the Section 16(b) action and the $650,000,000 Settlement Amount as forward-looking. It warns that known and unknown risks and uncertainties, particularly around court approval, may cause actual outcomes to differ materially from these forward-looking statements.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB