false
0000723612
0000723612
2026-02-27
2026-02-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 27, 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.) |
|
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 7.01 |
Regulation FD Disclosure. |
On October 22, 2025, plaintiffs Andrew Jones and Arjun Dua
sought to voluntarily dismiss two shareholder derivative actions in the United States District Court for the District of New Jersey
in which Avis Budget Group, Inc. (the “Company”) is named as a nominal defendant. On November 24, 2025, the
District Court for the District of New Jersey ordered that, before the cases are dismissed, notice must be provided to the
Company’s shareholders. The Court subsequently approved a proposed plan for notice to Company shareholders, which
included the Company’s filing of a Current Report on Form 8-K filed with the Securities and Exchange Commission attaching a
notice explaining the proposed dismissals and the Company shareholders’ right to intervene in the relevant actions (the
“Notice”). A copy of the Notice is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit
99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the
“Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Notice of Proposed Voluntary Dismissal of Two Shareholder Derivative Actions, furnished herewith. |
| |
|
|
| 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: February 27, 2026
EXHIBIT
99.1
TO: ALL CURRENT HOLDERS OF AVIS BUDGET GROUP, INC.
(“AVIS” OR THE “COMPANY”) SHARES OF COMMON STOCK
PLEASE READ THIS NOTICE CAREFULLY AND COMPLETELY.
YOUR RIGHTS MAY BE AFFECTED.
THIS NOTICE RELATES TO A PROPOSED VOLUNTARY DISMISSAL
OF A SHAREHOLDER DERIVATIVE ACTION
AND CLAIMS ASSERTED ON BEHALF OF AVIS.
Pursuant to an order of the United States District Court for the
District of New Jersey, the Company’s shareholders are advised that the plaintiffs in two shareholder derivative actions intend
to voluntarily dismiss their lawsuits, subject to approval of the Court. Additional information on the actions and Avis shareholders’
right to intervene can be found below, and the complaints filed in the actions are available at https://www.johnsonfistel.com/wp-content/uploads/2026/02/001-Complaint-7.pdf and https://weiserlawfirm.com/wp-content/uploads/2026/02/Jones-v.-Phawa-25-cv-07934-Avis-FILED.pdf.
The Shareholder Derivative Actions
On June 6, 2025 and September
9, 2025 respectively, plaintiff Andrew Jones and plaintiff Arjun Dua each filed a shareholder derivative complaint in the United States
District Court for the District of New Jersey against certain of Avis’s current or former officers and directors (the “Individual
Defendants”) seeking relief on behalf of Avis, a nominal defendant. See Jones v. Pahwa, No. 2:25-cv-07934-MEF-CF and
Dua v. Ferraro, No. 2:25-cv-15382-MEF-CF.
Both derivative suits arise from
Avis’s announcement in February 2025 that it was accelerating its fleet rotation, and as a result, taking a non-cash impairment
for the fourth quarter of 2024. The suits allege that the Individual Defendants permitted or caused Avis to make certain representations
concerning fleet rotation, vehicle utilization, and impairment, which allegedly were revealed to be misleading by the impairment disclosure.
The suits assert the following causes of action: breach of fiduciary duties, unjust enrichment, violations of Section 14(a) of the Securities
Exchange Act, and/or waste of corporate assets. The relief sought includes an unspecified amount of damages, restitution, equitable, injunctive,
and/or declaratory relief, corporate governance changes, and costs.
The shareholder plaintiffs in
the two derivative actions have advised Avis, the Individual Defendants, and the Court of their intent to voluntarily dismiss the derivative
actions. On November 24, 2025, the District Court for the District of New Jersey ordered that notice of the voluntary dismissals be provided
to Avis shareholders. If no other Avis shareholder seeks to intervene in either of the derivative actions, the voluntary dismissals will
be approved and the Jones and Dua Derivative Actions will be dismissed without prejudice.
The Right to Intervene in the Jones or
Dua Derivative Actions
Any Avis shareholder may seek
to intervene as a plaintiff in the Jones or Dua Derivative Actions if he, she, they, or it (1) owns shares in Avis and (2)
wishes to pursue the claims in the Jones or Dua Derivative Actions or has any reason why the actions should not be voluntarily
dismissed. All motions to intervene must be filed with the Clerk of the Court no later than April 13, 2026. Every motion to intervene
must comply with Federal Rule of Civil Procedure 24 and must contain: (1) the caption of the Jones or Dua Derivative
Actions; (2) the intervenor’s name, address, and phone number; (3) proof or certification of the date the intervenor purchased Avis
stock; and (4) any supporting papers, including all documents and writings that the intervenor desires the Court to consider.
Any motions to intervene must be filed with the
District Court of New Jersey at:
Clerk of Court
United States District Court for the District of New
Jersey
Martin Luther King Building & United States Courthouse
50 Walnut Street, Room 4015
Newark, NJ 07101
