Avis Budget Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Second Amendment to Fourth Amended and Restated Cooperation Agreement
On September 5, 2025, Avis Budget Group, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to the Fourth Amended and Restated Cooperation Agreement, dated as of December 23, 2022 (the “Fourth A&R Cooperation Agreement”), among the Company, SRS Investment Management, LLC and certain of its affiliates (together, “SRS”). The Amendment revises the voting cap on voting securities beneficially owned by SRS from 35% to 45% such that any voting securities beneficially owned by SRS in excess of this cap shall be voted in the same proportion as the votes cast by the Company’s other stockholders.
Pursuant to the Amendment, the size of the Company’s board of directors (the “Board”) will be fixed at five (5) or six (6) directors (the “Board Size Cap”) so long as SRS continues to beneficially own at least 10% of the Company’s voting securities. In the event a director unaffiliated with SRS ceases to serve on the Board, the Board will act expeditiously to appoint a replacement director unaffiliated with SRS.
The Amendment further provides that no more than two (2) directors of the Company may be affiliates of SRS. If SRS transfers voting securities of the Company to a holder of 10% or more of the Company’s voting securities, the Board Size Cap will fall away but no more than one-third (1/3) of the Board or two (2) directors, whichever is greater, may be affiliated with SRS and/or a 10% holder.
The Amendment further provides that, unless previously approved by a majority of directors unaffiliated with SRS or with a holder of 10% or more of the Company’s voting securities, SRS (and its subsequent 10% transferees) may not transfer, shares to any person who beneficially owns, or would beneficially own following such transfer, 10% or more of the Company’s voting securities unless prior to such transfer, such person agrees pursuant to a written agreement with the Company (i) to be treated as an “interested stockholder” pursuant to Section 203 of the Delaware General Corporation Law for a five-year period beginning on the date such person becomes a 10% holder as a result of acquiring shares from SRS, and (ii) to vote all of its shares in favor of maintaining the Board composition provisions described above for a five-year period beginning on the date such person becomes a 10% holder as a result of acquiring shares from SRS. These aforementioned obligations extend to such 10% holder’s transferees, successors and assigns.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
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Exhibit No. |
Description | |
| 10.1 | Second Amendment, dated as of September 5, 2025, to the Fourth Amended and Restated Cooperation Agreement, dated as of December 23, 2022, by and among Avis Budget Group, Inc., SRS Investment Management, LLC and certain of its affiliates. | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURES
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. | |||
| Date: September 8, 2025 | By: | /s/ Jean M. Sera | |
| Name: | Jean M. Sera | ||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||