Pentwater details Avis Budget (NASDAQ: CAR) swaps, options and shares

Rhea-AI Filing Summary

Pentwater Capital Management LP and Matthew Halbower filed an initial ownership report for Avis Budget Group, Inc., describing indirect positions held by certain Pentwater funds. The filing lists put options described as a right to sell and separate put and call options described as obligations to buy or sell Avis Budget common stock. It also discloses multiple cash-settled total return swaps referencing various share amounts, alongside 3,562,100 shares of common stock held indirectly. The cash-settled swaps give the funds economic results comparable to share ownership but, according to the disclosure, do not provide power to vote or dispose of the referenced shares. The reporting persons and the funds each disclaim beneficial ownership except to the extent of any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pentwater Capital Management LP

(Last) (First) (Middle)

1001 10TH AVENUE SOUTH, SUITE 216

(Street)

NAPLES FL 34102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2026

3. Issuer Name and Ticker or Trading Symbol
AVIS BUDGET GROUP, INC. [ CAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share ("Common Stock")	3,562,100	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Put Option (right to sell)	(2)	03/20/2026	Common Stock	60,000	$110	I	See footnote(1)
Put Option (obligation to buy)	(2)	03/20/2026	Common Stock	1,744,800	$110	I	See footnote(1)
Put Option (obligation to buy)	(2)	03/20/2026	Common Stock	436,700	$120	I	See footnote(1)
Put Option (obligation to buy)	(2)	03/20/2026	Common Stock	679,300	$125	I	See footnote(1)
Put Option (obligation to buy)	(2)	03/20/2026	Common Stock	255,000	$130	I	See footnote(1)
Put Option (obligation to buy)	(2)	03/20/2026	Common Stock	5,400	$150	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	60,000	$150	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	1,113,800	$150	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	100,000	$240	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	1,230,300	$260	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	615,000	$270	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	835,000	$280	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	370,000	$290	I	See footnote(1)
Call Option (obligation to sell)	(2)	03/20/2026	Common Stock	10,000	$310	I	See footnote(1)
Cash-Settled Total Return Swap(3)(9)	(2)	10/15/2027	Common Stock	1,700,000	(3)	I	See footnote(1)
Cash-Settled Total Return Swaps(4)(9)	(2)	04/15/2027	Common Stock	1,833,910	(4)	I	See footnote(1)
Cash-Settled Total Return Swaps(5)(9)	(2)	08/04/2027	Common Stock	11,775	(5)	I	See footnote(1)
Cash-Settled Total Return Swaps(6)(9)	(2)	01/25/2027	Common Stock	200	(6)	I	See footnote(1)
Cash-Settled Total Return Swaps(7)(9)	(2)	10/08/2027	Common Stock	4,926,815	(7)	I	See footnote(1)
Cash-Settled Total Return Swaps(8)(9)	(2)	09/01/2028	Common Stock	1,625,773	(8)	I	See footnote(1)
Cash-Settled Total Return Swaps(8)(9)	(2)	03/03/2028	Common Stock	24,227	(8)	I	See footnote(1)

Explanation of Responses:

1. This Form 3 is filed by Pentwater Capital Management LP ("PCM") and Matthew Halbower ("Mr. Halbower") (collectively, the "Reporting Persons") with respect to securities held by certain funds (the "Pentwater Funds") to which PCM serves as investment adviser. Mr. Halbower is the sole shareholder of MCH PWCM Holdings Inc., the general partner of PCM. Each of the foregoing disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Exercisable at any time.

3. The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $86.3952 to $160.438267.

4. The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $69.6485 to $167.5098.

5. The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $118.05 to $161.2783.

6. The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with a reference price of $121.2708.

7. The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $57.0355 to $203.88.

8. The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $59.48 to $155.4712.

9. The swap agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date as set forth in column (2). The swap agreements provide the Pentwater Funds with economic results that are comparable to the economic results of ownership but do not provide them or the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the swap agreements (such shares, the "Subject Shares"). The Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein, if any.

	Pentwater Capital Management LP, By: /s/ MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer	02/24/2026
	/s/ Matthew Halbower	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

Who is the reporting person in the Pentwater Form 3 for CAR?

The Form 3 identifies Pentwater Capital Management LP and Matthew Halbower as reporting persons for securities held by certain Pentwater funds in Avis Budget Group, Inc. (CAR), reflecting their role as investment adviser and related control person.

What type of securities does Pentwater report holding in Avis Budget (CAR)?

Pentwater reports indirect holdings in common stock, various put options and call options on Avis Budget shares, and several cash-settled total return swaps that reference Avis Budget common stock but settle in cash rather than delivering shares.

How many Avis Budget (CAR) common shares are reported in Pentwater’s Form 3?

The filing states that 3,562,100 shares of Avis Budget common stock are held indirectly by certain Pentwater funds. These shares are reported as indirect holdings, with Pentwater and related parties disclaiming beneficial ownership beyond any pecuniary interest.

Do Pentwater’s cash-settled swaps on Avis Budget (CAR) provide voting rights?

No. The disclosure explains the cash-settled total return swaps give economic results comparable to ownership but do not provide power to vote, direct voting, dispose, or direct the disposition of the Avis Budget shares referenced in the swap agreements.

What reference prices are associated with Pentwater’s swaps on Avis Budget (CAR)?

Footnotes describe prior entry into cash-settled total return swaps with reference prices in ranges such as $86.3952 to $160.438267 and $57.0355 to $203.88, among others, illustrating different economic terms across the various swap positions.

Does Pentwater claim full beneficial ownership of the Avis Budget (CAR) positions?

No. Pentwater, Matthew Halbower, and the Pentwater funds each disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest. The report states it should not be deemed an admission of beneficial ownership under Section 16.