UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

_________________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) OF ~~of The Securities Exchange Act of 1934~~ THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of Earliest Event Reported): July 29, 2025~~ 1934

~~_________________~~Date of Report (Date of Earliest Event Reported): July 31, 2025

Avis Budget Group, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-10308	~~001-10308~~	06-0918165	~~06-0918165~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)
(State or Other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

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

~~Registrant’s telephone number, including area 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.):

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))

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

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 2 3.0203 ~~Results~~Material ofModification ~~Operations~~to ~~and~~Rights ~~Financial~~of ~~Condition.~~Security Holders.

OnAs ~~July 29~~previously disclosed, on May 14, 2025, Avis Budget Group, Inc. (the “Company,”) ~~“we,”~~held its 2025 Annual Meeting of Shareholders (the “~~our~~Annual Meeting”). orAt the Annual Meeting, stockholders approved, among other things, certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “usCharter”) ~~reported~~to ~~our~~(i) revise ~~second~~the ~~quarter~~vote ~~2025~~requirement ~~results~~for removal of directors, (ii) allocate the voting privileges over amendments solely affecting holders of shares of preferred stock of the Company and (iii) provide for officer exculpation and make certain housekeeping changes (collectively, the “Charter Amendments”). ~~Our~~Detailed ~~second~~descriptions ~~quarter~~of ~~2025~~the ~~results~~foregoing ~~are~~amendments ~~discussed~~were set forth in ~~detail~~Proposals Six, Eight and Nine, respectively, in the ~~press~~Company’s ~~release~~Definitive ~~attached~~Proxy ~~hereto~~Statement asfor ~~Exhibit 99.1~~the Annual Meeting, filed with the Securities and Exchange Commission on March 27, 2025 (the “Proxy Statement”), which isdescriptions are incorporated ~~herein~~ by reference herein. On July 31, 2025, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting the Charter Amendments (the “Amended and Restated Certificate”).

The ~~information~~foregoing indescription ~~this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Charter ~~Exchange~~Amendments ~~Act~~does ofnot ~~1934,~~purport asto be ~~amended~~complete ~~(the~~and ~~“Exchange~~is ~~Act”)~~qualified orin ~~incorporated~~its entirety by reference ~~into~~to ~~any other filing under~~ the ~~Securities~~Amended ~~Act~~and ofRestated ~~1933~~Certificate, aswhich ~~amended,~~is orattached ~~the~~hereto ~~Exchange~~and ~~Act,~~is ~~except~~incorporated herein ~~as expressly set forth~~ by ~~specific~~ reference ~~in such a filing~~.

Item 9.01

Financial Statements and Exhibits.

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

Exhibit No.	Description	~~Description~~
99.1		Press Release dated July 29, 2025.
3.1	Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc., dated as of July 31, 2025.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).
3.2	Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc., dated as of July 31, 2025 (marked to show changes from prior version).
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 ~~hereunto~~hereto duly authorized.

AVIS BUDGET GROUP, INC. By: /s/ ~~Cathleen~~Jean ~~DeGenova~~M. ~~Cathleen~~Sera ~~DeGenovaSenior~~Name: Jean M. Sera Title: Senior Vice President, ~~and~~General Counsel, Chief ~~Accounting~~Compliance Officer and Corporate Secretary

Date: July 29 31, 2025

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