UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of Report (Date of Earliest Event Reported): ~~May 29~~June 9, 2026

Avis Budget Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-10308	06-0918165
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or Other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

379 Interpace Parkway
379 Interpace Parkway Parsippany, NJ		07054
Parsippany, NJ		07054
(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.):

☐

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	~~TradingSymbol~~Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.01 par value	CAR	The Nasdaq Global Select Market
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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~May 29~~June 9, 2026 (the “Closing Date”), our Avis Budget Rental Car ~~Rental,~~Funding (AESOP) LLC subsidiary (“~~ABCR~~ABRCF”) issued $650 million of asset-backed securities with a maturity of three years and ~~Avis~~five ~~Budget~~years, ~~Finance~~respectively, ~~Inc~~comprised of $182.50 ~~(together,~~million ~~the~~aggregate ~~“Issuers”)~~principal amount of Series 2026-3 4.82%, ~~each~~Class A notes, a$23.75 million ~~wholly-owned~~aggregate ~~subsidiary~~principal amount of ~~Avis~~Series ~~Budget~~2026-3 ~~Group~~5.21%, ~~Inc.~~Class ~~(the~~B ~~“Company”)~~notes, ~~issued~~ $~~300~~ 16.25 million aggregate principal amount of 8Series 2026-3 5.~~000~~50%, Class ~~Senior~~C ~~Notes~~notes ~~due~~and ~~2031~~$27.50 ~~(the~~million ~~“New~~aggregate ~~Notes”)~~principal amount of Series 2026-3 6.96%, ~~The~~Class ~~New~~D ~~Notes~~notes, ~~were~~as ~~issued~~well as ~~additional~~$292 ~~notes~~million ~~pursuant~~aggregate toprincipal amount ~~the~~of ~~Indenture~~Series 2026-4 5.09%, ~~dated~~Class asA notes, $38 million aggregate principal amount of ~~November 22,~~Series ~~2023~~2026-4 ~~(the~~5.48%, ~~“Base~~Class ~~Indenture”)~~B notes, as$26 ~~supplemented~~million aggregate byprincipal ~~the~~amount ~~First~~of ~~Supplemental~~Series ~~Indenture~~2026-4 5.87%, ~~dated~~Class asC notes and $44 million aggregate principal amount of ~~May 29~~Series 2026-4 7.67%, Class D notes. ABRCF also issued $13.75 million aggregate principal amount of Series 2026-3 ~~(the~~8.429%, ~~“Supplemental~~Class ~~Indenture”~~R notes and, ~~together~~$22 ~~with~~million ~~the~~aggregate principal ~~Base~~amount ~~Indenture~~of Series 2026-4 9.134%, ~~the~~Class ~~“Indenture”)~~R notes, each byof ~~and~~which ~~among~~are subordinated to the ~~Issuers~~Class A notes, the ~~guarantors~~Class ~~party~~B ~~thereto~~notes, the Class C notes and ~~Citibank~~the Class D notes of the respective Series, Nand which were issued to comply with applicable U.AS., asrisk ~~trustee~~retention rules. The Class ~~Issuers~~R ~~previously~~notes are held by our AESOP Leasing L.P. subsidiary. The notes were issued ~~$500 million~~under ~~aggregate~~the ~~principal~~Series ~~amount~~2026-3 Supplement, dated as of 8the Closing Date, between ABRCF and The Bank of New York Mellon Trust Company, N.~~000%~~A., ~~Senior~~as ~~Notes~~trustee ~~due~~and ~~2031~~Series 2026-3 Agent (the “~~Existing~~Series 2026-3 ~~Notes~~Supplement”), to the Second Amended and Restated Base Indenture, ~~together~~dated ~~with~~as ~~the~~of ~~New~~June ~~Notes~~3, 2004 (as amended, the “~~Notes~~Base Indenture”) and ~~under~~the Series 2026-4 Supplement, dated as of the ~~Base~~Closing ~~Indenture.~~Date, between ABRCF and The Bank of New ~~Notes~~York ~~will~~Mellon ~~form~~Trust ~~part~~Company, ofN.A., as trustee and Series 2026-4 Agent (the ~~same~~“Series ~~series~~2026-4 asSupplement”), to the ~~Existing~~Base ~~Notes.~~Indenture, respectively.

The ~~Issuers~~notes ~~intend~~are tosecured ~~use~~under the ~~net~~Base ~~proceeds~~Indenture ~~from~~by ~~the~~vehicles ~~offering~~in our domestic fleet and other related assets. The foregoing summary of the ~~New~~notes ~~Notes,~~is ~~together~~qualified ~~with~~in ~~cash~~its onentirety ~~hand,~~by reference to ~~redeem~~the full text of the Series 2026-3 Supplement, a ~~portion~~copy of ~~its~~which ~~5.750%~~is ~~Senior~~attached ~~Notes~~hereto ~~due~~as ~~2027~~Exhibit 10.1, and ~~pay~~the ~~fees~~Series ~~and~~2026-4 ~~expenses~~Supplement, ina ~~connection~~copy ~~with~~of ~~the~~which is ~~foregoing~~attached hereto as Exhibit 10.2, each of which is incorporated by reference herein.

~~The~~Certain ~~Notes~~purchasers ~~will~~of ~~mature~~the ~~on February 15~~notes, ~~2031~~the trustee and ~~bear~~their ~~interest~~respective affiliates athave ~~a rate of 8.000% per annum~~performed, ~~payable~~and ~~semi-annually~~may in ~~cash~~the infuture ~~arrears~~perform, onvarious ~~May 15~~commercial ~~and~~banking, ~~November 15~~investment ofbanking ~~each~~and ~~year.~~other ~~Interest~~financial onadvisory services ~~the~~for ~~New~~us ~~Notes~~and ~~will~~our besubsidiaries ~~deemed~~for towhich ~~accrue~~they ~~from~~have ~~May 15~~received, ~~2026~~ and ~~the first interest payment~~ will bereceive, oncustomary ~~November 15,~~fees ~~2026.~~and expenses.

~~The~~Item ~~Notes~~2.03 ~~are~~Creation ~~guaranteed~~of on a ~~senior~~Direct ~~unsecured~~Financial ~~basis~~Obligation byor ~~the~~an ~~Company,~~Obligation ~~Avis~~under ~~Budget~~an ~~Holdings,~~Off-Balance ~~LLC~~Sheet ~~and~~Arrangement ~~ABCR’s~~of ~~existing~~a ~~and future direct and indirect wholly owned domestic restricted subsidiaries that also guarantee ABCR’s senior secured credit facilities~~Registrant.

The ~~Issuers~~information ~~may~~described ~~redeem~~above ~~all~~under orItem part of the Notes at any time prior to November 15, 2026 at a redemption price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium, together with accrued and unpaid interest, if any, to, but excluding, the redemption date1.01 ~~The Issuers may redeem all or part~~ of ~~the~~this ~~Notes~~report is atincorporated ~~any~~into ~~time~~this onItem ~~or after November 15, 2026 at the redemption prices set forth in the Indenture~~2.03 Atby any time on or prior to November 15, 2026, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net cash proceeds that ABCR raises in one or more equity offering, at the redemption price specified in the Indenturereference.

Upon the occurrence of specified kinds of changes of control, ABCR must offer to repurchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Indenture limits, among other things, the ability of ABCR and its restricted subsidiaries to (i) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (ii) create liens on certain assets to secure debt; (iii) make certain investments; (iv) sell certain assets; (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of ABCR’s assets; and (vi) designate ABCR’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods).

The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Base Indenture and the Notes, which are filed as Exhibits 4.1 and 4.2 to the Current Report on Form 8-K filed on November 22, 2023, and the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, each of which is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

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

ExhibitNo.		Description of Exhibit
Exhibit No.		Description
4.1		First Supplemental Indenture, dated as of May 29, 2026, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as issuers, the guarantors party thereto and Citibank, N.A., as trustee.
10.1		Series 2026-3 Supplement, dated as of June 9, 2026, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2026-3 Agent.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
10.2		Series 2026-4 Supplement, dated as of June 9, 2026, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2026-4 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 hereunto 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: June 1 12, 2026

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