Avis Budget Group: SEC Filing

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SEC FORM 3 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

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		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)

	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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