Sec Form 3 Filing - Pentwater Capital Management LP @ AVIS BUDGET GROUP, INC. - 2026-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
AVIS BUDGET GROUP, INC. [ CAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1001 10TH AVENUE SOUTH, SUITE 216
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2026
(Street)
NAPLES, FL34102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share ("Common Stock") 3,562,100 I See footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (right to sell) $ 110 ( 2 ) 03/20/2026 Common Stock 60,000 I See footnote ( 1 )
Put Option (obligation to buy) $ 110 ( 2 ) 03/20/2026 Common Stock 1,744,800 I See footnote ( 1 )
Put Option (obligation to buy) $ 120 ( 2 ) 03/20/2026 Common Stock 436,700 I See footnote ( 1 )
Put Option (obligation to buy) $ 125 ( 2 ) 03/20/2026 Common Stock 679,300 I See footnote ( 1 )
Put Option (obligation to buy) $ 130 ( 2 ) 03/20/2026 Common Stock 255,000 I See footnote ( 1 )
Put Option (obligation to buy) $ 150 ( 2 ) 03/20/2026 Common Stock 5,400 I See footnote ( 1 )
Call Option (obligation to sell) $ 150 ( 2 ) 03/20/2026 Common Stock 60,000 I See footnote ( 1 )
Call Option (obligation to sell) $ 150 ( 2 ) 03/20/2026 Common Stock 1,113,800 I See footnote ( 1 )
Call Option (obligation to sell) $ 240 ( 2 ) 03/20/2026 Common Stock 100,000 I See footnote ( 1 )
Call Option (obligation to sell) $ 260 ( 2 ) 03/20/2026 Common Stock 1,230,300 I See footnote ( 1 )
Call Option (obligation to sell) $ 270 ( 2 ) 03/20/2026 Common Stock 615,000 I See footnote ( 1 )
Call Option (obligation to sell) $ 280 ( 2 ) 03/20/2026 Common Stock 835,000 I See footnote ( 1 )
Call Option (obligation to sell) $ 290 ( 2 ) 03/20/2026 Common Stock 370,000 I See footnote ( 1 )
Call Option (obligation to sell) $ 310 ( 2 ) 03/20/2026 Common Stock 10,000 I See footnote ( 1 )
Cash-Settled Total Return Swap ( 3 ) ( 9 ) ( 3 ) ( 2 ) 10/15/2027 Common Stock 1,700,000 I See footnote ( 1 )
Cash-Settled Total Return Swaps ( 4 ) ( 9 ) ( 4 ) ( 2 ) 04/15/2027 Common Stock 1,833,910 I See footnote ( 1 )
Cash-Settled Total Return Swaps ( 5 ) ( 9 ) ( 5 ) ( 2 ) 08/04/2027 Common Stock 11,775 I See footnote ( 1 )
Cash-Settled Total Return Swaps ( 6 ) ( 9 ) ( 6 ) ( 2 ) 01/25/2027 Common Stock 200 I See footnote ( 1 )
Cash-Settled Total Return Swaps ( 7 ) ( 9 ) ( 7 ) ( 2 ) 10/08/2027 Common Stock 4,926,815 I See footnote ( 1 )
Cash-Settled Total Return Swaps ( 8 ) ( 9 ) ( 8 ) ( 2 ) 09/01/2028 Common Stock 1,625,773 I See footnote ( 1 )
Cash-Settled Total Return Swaps ( 8 ) ( 9 ) ( 8 ) ( 2 ) 03/03/2028 Common Stock 24,227 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pentwater Capital Management LP
1001 10TH AVENUE SOUTH, SUITE 216
NAPLES, FL34102
X
Signatures
Pentwater Capital Management LP, By: /s/ MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer 02/24/2026
Signature of Reporting Person Date
/s/ Matthew Halbower 02/24/2026
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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