SEC Form DEF 14A filed by Avis Budget Group Inc.

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

CHECK THE APPROPRIATE BOX:

Payment of Filing Fee (Check all boxes that apply):

 

April 2, 2026

Dear Fellow Shareholder:

It is our pleasure to invite you to attend the Annual Meeting of Shareholders of Avis Budget Group, Inc., which will be held virtually on May 20, 2026, at 11:00 a.m. Eastern Time.

This booklet includes the Notice of Annual Meeting and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other information concerning our Company of which you should be aware when you vote your shares. Your vote is very important, regardless of the number of shares you own. Whether or not you attend the virtual Annual Meeting, we would like for your shares to be represented and we encourage you to vote promptly.

On behalf of the Board of Directors and the employees of Avis Budget Group, Inc., we would like to thank you for being a shareholder and express our appreciation for your ongoing support of our Company.

Sincerely,

 

 

Brian J. Choi

Chief Executive Officer

 

 

Jagdeep Pahwa

Executive Chairman of the Board

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of Avis Budget Group, Inc. (the “Company”) will be held online on May 20, 2026, at 11:00 a.m. Eastern Time, to consider and vote upon the following matters:

The Meeting will be held virtually. You will not be able to attend the Meeting physically in person. We have designed the format of the Meeting to provide shareholders the same ability to participate that they would have at an in-person meeting. Shareholders will be able to listen to the webcast live, submit questions and vote during the online Meeting. You can attend the Meeting by accessing www.virtualshareholdermeeting.com/CAR2026 and entering the 16-digit control number found on the proxy card or notice. No password is required. In the event of a technical malfunction or situation that makes it advisable to adjourn the Meeting, the chair will convene the meeting at 11:00 a.m. Eastern Time on May 20, 2026 at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided at www.avisbudgetgroup.com.

The Board of Directors has fixed the close of business on March 25, 2026 as the record date for the Meeting. Only shareholders of record at that time are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. A list of shareholders entitled to vote at the Meeting will be available for examination by any shareholder, for any purpose germane to the Meeting, for at least ten days prior to the Meeting during ordinary business hours at the Company’s principal executive offices, by e-mailing [email protected].

By Order of the Board of Directors

 

Jean M. Sera

Senior Vice President, General Counsel,

Chief Compliance Officer and Corporate Secretary

Dated: April 2, 2026

This summary highlights information contained elsewhere in this Proxy Statement, including under “Executive Compensation.” This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting.

These materials were first sent or made available to shareholders on April 2, 2026. The Company’s principal executive offices are located at 379 Interpace Parkway, Parsippany, NJ 07054.

This proxy statement describes four proposals for your vote.

We saw sustained demand for vehicle rentals in 2025, which resulted in revenue of approximately $11.7 billion. For 2025, net loss was $995 million and Adjusted EBITDA (as defined and reconciled in the “Compensation Discussion & Analysis” section below (the “CD&A”)) was $748 million. During the fourth quarter of 2025, we reviewed our fleet strategy specific to certain United States electric vehicle (“EV”) rental car vehicles and as a result, we shortened the useful life associated with such vehicles. Our net loss reflects $518 million in long-lived asset impairment and other related charges, which was recorded to reduce the carrying value of certain United States EV rental car vehicles to their fair value in connection with this change. Our closing stock price at the end of 2025 was $128.32 resulting in total shareholder return (“TSR”) of 59% for the year and five-year TSR of 271%.

As described further in the CD&A, compensation paid to our named executive officers (“NEOs”) for 2025 generally was higher compared to 2024, primarily due to payouts under the annual cash incentive program, at below-target amounts, aligned with the Company’s financial performance, together with the grant of additional performance-based equity awards for 2025.

The Board of Directors (the “Board”) of Avis Budget Group, Inc. (the “Company” or “Avis Budget”) is soliciting your vote at the 2026 Annual Meeting of Shareholders, and any adjournment or postponement thereof (the “Meeting”), to be held virtually on May 20, 2026 at 11:00 a.m. Eastern Time, for the purposes set forth in this Proxy Statement.

On or about April 2, 2026, the Company will first mail to certain shareholders of record the Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement online, or in the alternative, request a paper copy of the proxy materials and a proxy card, and also will first mail to certain other shareholders this Proxy Statement and the accompanying proxy card.

The Meeting is scheduled to be held in a virtual-only format at 11:00 a.m. Eastern Time, on May 20, 2026.

Shareholders at the close of business on March 25, 2026 (the “Record Date”) are entitled to virtually attend the Meeting.

Registered Shareholders: If you were a holder of record of the Company’s Common Stock as of the Record Date (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the Meeting by accessing www.virtualshareholdermeeting.com/CAR2026 and entering the 16-digit control number found on the proxy card or notice. No password is required. You may also vote your shares during the Meeting by following the online instructions.

Beneficial Owners: If you are a beneficial shareholder, please follow the instruction form provided by your bank or broker or other nominee in order to participate in the Meeting. Please contact your bank or broker if you have questions about how to obtain your control number.

Those without a control number may attend the Meeting as a guest but will not have the option to vote or ask questions at the Meeting. We encourage you to access the Meeting prior to the start time and allow sufficient time to log into the Meeting.

The Board is not aware of any other matters to be brought before the Meeting. However, if any other matters properly come before the Meeting, the individuals named as proxies, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.

You will have one vote for every share of Common Stock you owned as of the close of business on the Record Date.

35,324,685 votes, consisting of one vote for each share of Common Stock outstanding on the Record Date. There is no cumulative voting, and the holders of the Common Stock vote together as a single class.

One-third of the outstanding shares of Common Stock entitled to vote at the Meeting, or 11,774,895 votes, must be present, in person or by proxy, to constitute a quorum at the Meeting. Abstentions and broker non-votes, if any, will be counted for the purpose of determining whether a quorum is present.

Under the Company’s Amended and Restated By-laws (the “By-laws”), each incumbent director is required to submit a contingent, irrevocable resignation that the Board of Directors may accept if the director fails to receive the required vote for election or re-election in an uncontested election. The Corporate Governance Committee is required to make a recommendation to the Board as to the action to be taken with respect to the tendered resignation. The Board is required to act on the resignation within 90 days of the date of certification of election results.

If for some reason any director nominee is unable to serve, or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of the remaining nominees. If any substitute nominees are designated prior to the Meeting, the Company will file materials, that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominee as required by the rules of the Securities and Exchange Commission (the “SEC”). Alternatively, the Board may decide, under certain circumstances, to reduce the size of the Board.

Pursuant to the By-laws, written notice by shareholders of qualifying nominations for election to the Board must have been received by our Secretary by February 13, 2026.

A broker non-vote occurs when a broker does not have discretion to vote on a particular proposal and the broker has not received instructions from the beneficial owner of the shares of Common Stock as to how to vote on such proposal. If you hold your shares of Common Stock in “street name” and do not provide voting instructions to your broker within the required time frame before the Meeting, your shares of Common Stock will not be voted by the broker for Proposal Nos. 1 (Election of Directors), 3 (Advisory Approval of Named Executive Officer Compensation) or 4 (Shareholder Proposal Regarding Governance by Majority Voting and Meeting Adjournment), but the broker will have the discretion to vote your shares of Common Stock on Proposal No. 2 (Ratification of Appointment of Auditors). See the table above for the expected impact of broker non-votes on the proposals in this Proxy Statement.

We are sending to virtually all of our shareholders a Notice (the “Notice” or “Notice of Internet Availability”) containing instructions on how to access this Proxy Statement online, as permitted by SEC rules. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of this Proxy Statement in the mail. Instructions on how to access this Proxy Statement over the Internet or how to obtain printed copies, if you prefer, are set forth in such Notice.

You should submit your proxy card or voting instruction form as soon as possible. If you received or requested printed copies of the proxy materials by mail, the materials will include a proxy card for registered shareholders (that is, if you hold your shares of Common Stock directly in your name through our transfer agent), or a voting instruction form for beneficial owners (if your shares of Common Stock are held in “street name,” such as in a stock brokerage account or through a bank or other nominee). Whether you are a registered shareholder or hold any of your shares in “street name,” you may vote in the following ways:

The deadline for voting by telephone or by Internet will vary depending upon how you vote your shares—please follow the instructions shown on your proxy card/voting instruction form or Notice of Internet Availability. If you are not the shareholder of record, please refer to the voting instructions provided by your bank, broker or other nominee to direct it how to vote your shares. Your vote is important.

Certain of our shareholders hold their shares in more than one account and may receive separate proxy cards/voting instruction forms or Notices of Internet Availability for each of those accounts. To ensure that all of your shares are represented at the Meeting, we recommend that you follow the instructions included on each proxy card/voting instruction form or Notice of Internet Availability you receive.

Yes. If you are a registered shareholder, you may revoke your proxy at any time prior to the voting at the Meeting if, in accordance with the voting procedures described above, you:

If your shares are held in “street name” (i.e., the shares are held of record by a broker, bank or other nominee) and you wish to revoke a proxy, you should contact your bank, broker or nominee and follow its procedures for changing your voting instructions.

Only the latest validly executed proxy that you submit will be counted.

Shares of Common Stock represented by proxies received by the Company (whether through the return of a proxy card or voting instruction form) that do not contain voting instructions (or if you vote by telephone or electronically via the Internet without indicating how you want to vote) will be voted in accordance with the recommendations of the Board, including:

If you hold shares of Common Stock in the “Avis Budget Group, Inc. Employee Savings Plan” or the “AB Car Rental Services Retirement Savings Plan for Bargaining Hourly Employees” (collectively, the “Savings Plans”), you will receive a proxy card that covers shares of Common Stock held for you in the Savings Plans. In accordance with the provisions of the Savings Plans, the respective trustees will vote your shares of Common Stock as you have directed. To the extent such instructions are not received prior to 11:59 pm Eastern Time on May 17, 2026 (the day prior to the cut-off date of May 18, 2026), the trustees of the Savings Plans will vote the shares of Common Stock with respect to which they have not received instructions proportionately in accordance with the shares of Common Stock for which they have received instructions. Instructions given with respect to shares of Common Stock in accounts of the Savings Plans may be changed or revoked only in writing, and no such instructions may be revoked after 11:59 pm Eastern Time on May 17, 2026. Participants in the Savings Plans are not entitled to vote in person at the Meeting.

Voting results will be tallied by the inspector of election. The Company will report the results in a Current Report on Form 8-K, to be filed with the SEC within four business days following the Meeting.

This Proxy Statement and the 2025 Annual Report may be viewed online at www.proxyvote.com. If you are a shareholder of record, you can elect to receive future annual reports and proxy statements electronically by enrolling at www.proxyvote.com. If you choose this option, you will receive a proxy form prior to our shareholder meeting in 2027 listing the website locations

where proxy materials will be posted, and your choice will remain in effect until you notify us by mail that you wish to resume mail delivery of these documents. If you hold your shares of Common Stock through a bank, broker or another holder of record, refer to the information provided by that entity for instructions on how to elect this option.

Director nominations may be made by a shareholder so long as the qualifying shareholder follows the procedures outlined in the By-laws. Pursuant to the By-laws, for a nomination to be made by a shareholder, such shareholder must have given the proper notice within the specific time limits set forth in the relevant provision therein. For the 2027 annual meeting, the Company must receive this notice on or before February 19, 2027. Such notice and nomination should be submitted in writing to the Corporate Secretary of the Company and should include the information required for shareholder nominations set forth in the By-laws and any additional information required by applicable law. For more information, see “Shareholder Proposals for 2027 Annual Meeting” on page 52.

Additionally, a copy of the full text of the provision of the By-laws describing the procedure for shareholder nominations may be accessed in the “Investors—Governance” section of the Company’s website at www.avisbudgetgroup.com. Nothing contained in any section of the Company’s website is incorporated by reference into this Proxy Statement.

The Board of Directors (the “Board”) has nominated Jagdeep Pahwa, Anu Hariharan, Bernardo Hees, Lynn Krominga, Glenn Lurie and Karthik Sarma to be elected at the 2026 Annual Meeting of Shareholders (the “Meeting”) to serve as directors for a one-year term ending at the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The nominations of Mr. Pahwa and Mr. Sarma were initially in accordance with the terms of the Fourth Amended and Restated Cooperation Agreement (as amended through the date hereof, the “Cooperation Agreement”), dated as of December 23, 2022, between the Company and SRS and certain of its affiliates.

The following material contains information concerning the Board’s nominees, including their period of service as a director, their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, and age as of the Meeting.

Mr. Pahwa, age 52, has been a director since April 2018 and Chairman since May 2024. After serving as Vice Chairman since February 2020, Mr. Pahwa was appointed as Executive Chairman, effective March 1, 2025. Mr. Pahwa has been the President of SRS Investment Management, LLC since 2017 and has led SRS’s private equity business since 2006. Previously, Mr. Pahwa worked at McKinsey & Company in the U.S. and India, where he led client engagements in the telecom, technology and real estate sectors. Prior thereto, Mr. Pahwa worked in the Mergers & Acquisitions group of Lehman Brothers in New York. Mr. Pahwa received a Bachelor of Technology from the Indian Institute of Technology, Delhi, and an M.S. from Princeton University and an M.B.A. from Harvard Business School.

Ms. Hariharan, age 45, has been a director since January 2022. Ms. Hariharan is Founder and Managing Partner of Avra, a venture fund focused on empowering growth stage founders with the right foundation to scale their company. From 2016 until March 2023, Ms. Hariharan was Managing Director at Y Combinator’s Continuity Fund focused on growth stage investments, where she led investments in Brex, Gusto and Faire, among many others. Prior to joining Y Combinator, Ms. Hariharan was a Partner with the investment team at Andreessen Horowitz, from 2014 to 2016. Previously, Ms. Hariharan was a Principal with The Boston Consulting Group, from 2010 to 2014, and, prior to that, a senior software engineer with Qualcomm. Ms. Hariharan holds a B.E. from the National Institute of Technology Karnataka, an M.S. from Virginia Tech and an M.B.A. from The Wharton School at the University of Pennsylvania.

Mr. Hees, age 56, has been a director since February 2020 and previously served as Executive Chairman from July 2020 to May 2024. Since March 2024, Mr. Hees has served as an Operating Partner of The Cranemere Group, a diversified holding company. Previously, Mr. Hees served as Chief Executive Officer of The Kraft Heinz Company from 2015 to June 2019. He served as Chief Executive Officer of H.J. Heinz Holding Corporation from 2013 until its merger with Kraft Foods Group in 2015. From 2010 to 2013, Mr. Hees served as Chief Executive Officer of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain, and Burger King Worldwide, Inc. from 2012 to 2013. From 2005 to 2010, he was Chief Executive Officer of América Latina Logística, a Brazilian logistics company. Mr. Hees was also a partner at 3G Capital, a global investment firm, from 2010 to 2019. Also, Mr. Hees is a director of Krispy Kreme, Inc. and was a director of Bunge Limited; both companies file reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Ms. Krominga, age 75, has been a director since October 2006 and Lead Independent Director since February 2024. Ms. Krominga is an attorney, management consultant and former senior executive of global businesses. Ms. Krominga has served on the boards of directors of public, private and not-for-profit companies, as well as advisory boards of start-up and early stage technology and personal care businesses in the U.S. and abroad. Since 1999, she has been a consultant to private equity, venture capital, hedge funds and angel investors, in which capacity she served in a number of operating and board roles, including Chief Executive Officer of Fashion Wire Daily, Inc.; director and audit committee member of AHAVA Dead Sea Laboratories, Ltd. (a global cosmeceuticals business); advisor to London-based Apax Partners for acquisitions in Israel and the United States; director of StructuredWeb, Inc; board of advisors of Makeover Studios, Inc.; General Manager-North America of Electric Fuel, Inc. (an early stage fuel cell-based technology business); and Internet Consultant for private websites in the U.S. and Europe. From 2007 until January 2013, Ms. Krominga served as a director of publicly traded Sunrise Senior Living, Inc., one of the world’s largest assisted living companies, with operations in the U.S., Canada, the U.K. and Germany. From March through November 2008, she served as Chairman of the Board of Sunrise Senior Living and as Lead Director thereafter until January 2013 (when the company was sold). She also served as Chairman of the Compensation Committee (2008-2011), and as a member of the Audit, Compensation and Governance Committees from 2007-2013. Ms. Krominga is the former President of the Revlon and Coleman Worldwide Licensing Divisions, and previously served as General Counsel and International Counsel for Revlon’s global operations. Prior to joining Revlon, she was Senior Counsel at American Express Company and an associate at Cleary, Gottlieb, Steen & Hamilton.

Mr. Lurie, age 60, has been a director since May 2018. Since August 2021, Mr. Lurie has served as General Partner at Stormbreaker Ventures, an early-stage fund focused on capital-efficient startups. Mr. Lurie was the President and Chief Executive Officer of Synchronoss Technologies, Inc. from 2017 to 2020. Prior to joining Synchronoss, Mr. Lurie was employed by AT&T for 27+ years and was President and Chief Executive Officer of AT&T Mobility and Consumer Operations when he retired in September of 2017. Mr. Lurie helped usher in the smartphone era by leading negotiations for AT&T with Apple for the first iPhone and then for the first iPad. He built three groundbreaking businesses at AT&T: IoT (Internet of Things) business – bringing wireless connectivity to tablets, cars, connected cities and consumer electronics; Digital Life – AT&T’s home automation and security business; and the launch of Aio Wireless – now Cricket Wireless, the company’s industry-leading prepaid flanker brand. At AT&T, Mr. Lurie served in a variety of leadership roles, including as President and Chief Executive Officer of Mobility and Consumer Operations from 2016 to 2017, President and Chief Executive Officer of AT&T Mobility from 2014 to 2016, President of Emerging Enterprises and Partnerships Organization from 2011 to 2014 and President of Emerging Devices Organization (now IoT Organization) from 2008 to 2011. Mr. Lurie previously served as a director of Synchronoss, which files reports pursuant to the Exchange Act. Mr. Lurie also serves as a director of Teal Communications, a global eSIM and IoT connectivity platform provider; Blue Link Wireless, an AT&T Authorized Dealer and service provider; and Pivotal Commware, Inc., which develops 5G network platforms, services and applications.

Mr. Sarma, age 51, has been a director since May 2020. Mr. Sarma is the Managing Partner at SRS, which he founded in 2006. Prior to founding SRS, Mr. Sarma was a Managing Director at Tiger Global Management, LLC, which he joined within a few months of its launch in 2001. Prior to joining Tiger Global, Mr. Sarma worked as a consultant at McKinsey & Company in its New York office. Mr. Sarma received a Bachelor of Technology from the Indian Institute of Technology, Chennai and an M.S. from Princeton University.

For additional information regarding the director nomination process, please see the section titled “Director Nomination Procedures” on page 15 of this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE NOMINEES.

The Company’s corporate governance guidelines, committee charters, codes of conduct and other documents setting forth the Company’s corporate governance practices can be accessed in the “Investors—Governance” section of the Company’s website at www.avisbudgetgroup.com.

To determine director independence, our Board of Directors reviews, among other things, commercial and charitable relationships of each director to evaluate such director’s independence in accordance with the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). In conducting its review, the Board of Directors considers a number of factors, including the director’s and his or her family members’ relationships with the Company and its subsidiaries, affiliates, executive officers and auditors and his or her relationships with foundations, universities and other non-profit organizations to which the Company has made a certain level of contributions during the past three years.

After evaluating the factors described above, the Board of Directors has affirmatively determined that each of the following director nominees is independent in accordance with Nasdaq rules.

The Board has determined that Mr. Hees is not independent because he previously served as Executive Chairman of the Board until May 2024 and that Mr. Pahwa is not independent because of his current status as Executive Chairman of the Board and because his brother-in-law is a partner at Deloitte Haskins & Sells LLP, which is affiliated with Deloitte & Touche, LLP, our independent auditor. All of the directors currently serving on our Corporate Governance Committee, Compensation Committee, and Audit Committee are independent based upon Nasdaq corporate governance listing standards and applicable rules of the SEC.

Our current Board leadership structure consists of:

The Board of Directors is responsible for establishing and maintaining the most effective leadership structure for the Company. The Board regularly reviews its leadership structure to determine the most appropriate arrangement. The Board, which is comprised of individuals who have extensive experience with board processes, has determined that the current leadership structure, as described above, best serves the Company and its shareholders at this time.

The roles of Chief Executive Officer and Chairman were separated in 2015. Mr. Pahwa was named Chairman of the Board in May 2024 and Executive Chairman in March 2025. Our Chairman is typically responsible for (i) in consultation with the Chief Executive Officer and other directors, collaboratively establishing the annual Board calendar, setting agendas for meetings of the Board and providing input as requested on the meeting agendas for the Board’s committees, (ii) leading the discussion at our Board meetings, (iii) chairing the annual meetings of our shareholders, (iv) being available in appropriate circumstances to speak on behalf of the Board and to consult and communicate directly with shareholders, (v) providing guidance and oversight to our management as appropriate, (vi) serving as the Board’s liaison to management, (vii) with management, exercising oversight of the Company’s strategic planning initiatives, M&A opportunities and capital structure allocation policies, and (viii) performing such other duties as may be delegated by the Board from time to time.

Under the Company’s By-laws, the Board may elect one or more Vice Chairmen to preside at Board and shareholder meetings, in the absence of the Chairman of the Board, and to perform such other duties as may be delegated by the Board.

To maintain flexibility in carrying out its responsibility with respect to leadership structure, the Board does not currently have a requirement that the roles of Chief Executive Officer and Chairman of the Board be separated, or if separated, that the Chairman be independent. If the Chairman of the Board is not an independent director, the Board may, but is not required to, designate a Lead Independent Director. The Board believes it is in the best interest of our Company to make these determinations based on the position and direction of our Company and the constitution of the Board and management team from time to time, and accordingly the Board regularly evaluates the appropriateness of this structure to the Company and its strategy.

In February 2024, the independent members of the Board appointed Ms. Krominga to serve as Lead Independent Director. The Lead Independent Director’s authority includes:

Such delegation of well-defined responsibilities to a Lead Independent Director helps ensure that an appropriate independent leadership structure is in place. The Board believes the current structure separating the roles of Chief Executive Officer and Chairman, and having a Lead Independent Director, is currently the most appropriate way for the Company to effectively allocate authority, responsibility, and oversight between management and the independent members of the Board.

The Board and its committees are actively involved in overseeing our risk management. The full Board routinely assesses our major risks and mitigation measures, in order to promote our shareholders’ and other stakeholders’ interests in our business continuity, long-term resilience, financial strength, and overall success. We believe that our Board composition provides us with robust and well-rounded experience to assist in effective oversight of management. In addition, the Board delegates to its committees responsibility for overseeing certain types of risk, as reflected in the chart below, and the committees in turn report regularly to the Board on activities in their respective areas of oversight.

 

Our senior management team has developed a comprehensive strategic planning and enterprise risk management process for identifying, assessing, and managing risk, which considers factors including severity, immediacy, likelihood and potential impact on us and our strategy. The risk management framework is reviewed at least annually, and management assesses against this framework throughout the year. As part of this process, management periodically leverages the expertise of external advisors to identify trends and emerging risks. Management reviews areas of significant risk and proposed mitigation activities, as well as key themes in existing and emerging risks, and alignment with the company’s disclosure controls and procedures, with the Board’s committees at regular intervals.

Management annually reviews the Company’s compensation policies and practices for employees generally as they relate to risk management. As part of this process, management reviews the Company’s incentive compensation programs applicable to all employees with the Compensation Committee and the compensation consultant engaged by the Compensation Committee to determine whether such programs create incentives that might motivate inappropriate or excessive risk-taking. In the course of such review, mitigating features of the Company’s incentive compensation programs are considered, including: (1) the Company’s recoupment policies; (2) that virtually all of the Company’s annual incentive programs allow for “downward discretion,” which permits the Company to reduce incentive compensation payouts; and (3) that executive officers are subject to share ownership and retention guidelines. As a result of this process, the Company has determined that risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Shareholders and other interested parties may send communications directly to the Board of Directors by writing to the Board of Directors, c/o the Corporate Secretary, Avis Budget Group, Inc., 379 Interpace Parkway, Parsippany, N.J. 07054. In addition, all parties interested in communicating directly with the Chairman of the Board or with any other independent director may do so by writing to Avis Budget Group, Inc. at the same address, Attention: Chairman of the Board, c/o the Corporate Secretary, via e-mail at [email protected], or by using the form available in the “Investors—Governance—Contact the Board” section of the Company’s website at www.avisbudgetgroup.com. The Chairman is responsible for reviewing and distributing all interested parties’ communications received to the intended recipients and/or to the full Board of Directors, as appropriate.

The Board of Directors has adopted a code of conduct that applies to all officers and employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Board of Directors has also adopted a code of business conduct and ethics for directors. Both codes of conduct are available in the “Investors—Governance” section of the Company’s website at www.avisbudgetgroup.com. The purpose of these codes of conduct is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and to promote compliance with all applicable rules and regulations that apply to the Company and its officers and directors.

The Board of Directors has adopted an insider trading policy applicable to our directors, officers, employees, as well as certain other persons, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. Our policy prohibits our directors, officers, employees and certain other persons from trading in securities of Avis Budget and other companies while in possession of material, nonpublic information. Our policy also prohibits our directors, officers, employees and certain other persons from disclosing material, nonpublic information of Avis Budget, or another publicly traded company, to others who may trade on the basis of that information. Further, our policy also requires that directors, certain officers of the Company and other designated employees only transact in Avis Budget’s securities during an open window period, subject to limited exceptions. In addition, directors, certain officers and certain other employees of the Company are required to obtain approval in advance of transactions in Avis Budget’s securities. Our executive officers and directors must also comply with additional trading restrictions. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Policy, Procedures and Guidelines Governing Securities Trades by Company Personnel, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Board of Directors held seven meetings during 2025. In 2025, all directors attended at least 75% of the meetings of the Board of Directors and committees of the Board of Directors on which they served during such director’s period of service. We expect all directors to attend each regularly scheduled Board of Directors meeting. All directors are welcome to attend the Company’s annual meeting of shareholders, and while there is no formal policy regarding attendance at annual meetings, we encourage at least one representative of each of the Audit Committee, Compensation Committee and Corporate Governance Committee to be present at each annual meeting. The 2025 Annual Meeting of Shareholders was attended by two of our directors.

The standing committees of the Board include the Audit Committee, the Compensation Committee and the Corporate Governance Committee.

The charters of each of the Audit, Compensation and Corporate Governance Committees, respectively, can be found in the “Investors—Governance—Documents and Charters” section of the Company’s website at https://ir.avisbudgetgroup.com/corporate-governance/documents-charters.

The Audit Committee assists in the Board’s oversight of:

The Board of Directors has determined that all members of the Audit Committee are independent directors within the meaning of applicable Nasdaq rules, and that each member of the Audit Committee has the ability to read and understand fundamental financial statements. The Board of Directors has determined that each of Mr. Lurie and Ms. Krominga qualifies as an “audit committee financial expert” as defined by the rules of the SEC and satisfies Nasdaq’s “financial sophistication” requirement.

The Compensation Committee assists in the Board’s oversight of the Company’s compensation policies and programs by:

We refer you to “Executive Compensation” below for additional information regarding the Compensation Committee’s processes and procedures.

The Board of Directors has determined that each member of the Compensation Committee is an independent director in accordance with Nasdaq rules and a non-employee director for purposes of Section 16 of the Exchange Act.

The responsibilities of the Corporate Governance Committee include identifying and recommending to the Board of Directors appropriate director nominee candidates and providing oversight with respect to corporate governance matters. The Board of Directors has determined that each of the current members of the Corporate Governance Committee qualifies as an independent director under applicable Nasdaq rules.

In 2026, the Corporate Governance Committee voted to waive the mandatory retirement age contained in our Corporate Governance Guidelines with respect to Ms. Krominga’s 2026 Board nomination. Ms. Krominga recused herself from the Corporate Governance Committee vote, and the determination was ratified by the Board. In reaching this determination, the Corporate Governance Committee considered Ms. Krominga’s extensive knowledge of, experience with, and deep understanding of, the Company’s business, and leadership as Lead Independent Director and Chair of the Corporate Governance Committee, and concluded that the Corporation would benefit from her continued service as a member of the Board. The Corporate Governance Committee will re-evaluate this waiver of Ms. Krominga’s retirement on an annual basis.

The Corporate Governance Committee considers the appropriate balance of experience, skills and characteristics required of members of the Board of Directors. Nominees for director positions are selected on the basis of their depth and breadth of experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to the duties associated with being a member of the Board of Directors.

The Corporate Governance Committee will consider written proposals from shareholders for candidates to be nominees for director positions. In considering candidates submitted by shareholders, the Corporate Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate. Any such proposal should be submitted to the Corporate Governance Committee, c/o the Corporate Secretary of the Company, at Avis Budget Group, Inc., 379 Interpace Parkway, Parsippany, N.J. 07054, and should include the following: (a) the name of the shareholder and evidence of such shareholder’s beneficial ownership of the shares of Common Stock, including the number of shares of Common Stock beneficially owned and the length of time of such beneficial ownership; and (b) the name of the candidate, such candidate’s resume or a listing of his or her qualifications to be a director of the Company and such candidate’s consent to be named and serve as a director, if selected by the Corporate Governance Committee, nominated by the Board of Directors and elected. The written proposal should be submitted in the time frame and consistent with the requirements described in the Company’s By-laws and under the caption “Shareholder Proposals for 2027 Annual Meeting” below.

The Corporate Governance Committee’s process for identifying and evaluating candidates to be nominees to the Board of Directors is typically initiated by identifying a candidate who meets the criteria for selection as a nominee and has the specific qualities or skills being sought based on input from members of the Board of Directors and, if the Corporate Governance Committee deems appropriate, a third-party search firm which would help the Board to identify candidates. As part of the search process, the Corporate Governance Committee includes women and historically underrepresented candidates in the pool of candidates and instructs any search firm the Committee engages to do so (often called a “Rooney Rule”). These candidates are evaluated by the Corporate Governance Committee by reviewing such candidates’ biographical information and qualifications and checking the candidates’ references. The Corporate Governance Committee evaluates whether the candidate is qualified to serve as a director and whether the Corporate Governance Committee should recommend to the Board of Directors that the Board nominate the candidate or elect the candidate to fill a vacancy on the Board of Directors. Candidates recommended by the Corporate Governance Committee are presented to the Board of Directors for selection as nominees to be presented for the approval of the shareholders or for election to fill a vacancy.

In general, the Corporate Governance Committee expects that a similar evaluation process would be used to evaluate director candidates recommended by shareholders.

The Board of Directors is responsible for the development, implementation and periodic review of a succession plan for the Chief Executive Officer and for overseeing the development, implementation and periodic review of a succession plan for senior executives. Our Board of Directors believes that effective succession planning and talent management and development play a critical role in safeguarding business capabilities, developing strong leadership quality and executive bench strength, and optimizing overall business development, operating performance, profitability and shareholder value.

The Board of Directors views succession planning as an ongoing process and will continue its review of available talent, both internal and external, to ensure the uninterrupted strength of the entire management team. In order to ensure that qualified candidates are available for senior executive positions, the Board of Directors oversees the development of internal candidates and is responsible, if necessary, for the identification of suitable external successor candidates. The Board of Directors also maintains an “emergency” succession plan in the event of an unexpected disability or inability of any of our senior executives to perform his or her duties.

The Company has adopted written procedures for the review, approval or ratification of transactions with related persons that apply to any transaction, arrangement or relationship in which:

Under the Company’s related persons policy, transactions with related persons are reviewed in advance by the General Counsel, Chief Compliance Officer and Corporate Secretary of the Company, or in certain circumstances, as soon as possible thereafter. If it is determined by such officer that the transaction is a related person transaction and the amount involved exceeds $120,000:

Additionally, under certain circumstances, the General Counsel or Chairman of the Audit Committee may recommend that the independent members of the Board consider the advisability of a related person transaction. The Audit Committee reviews on an annual basis contributions by the Company in excess of $1,000, in the aggregate (other than contributions made pursuant to the Company’s matching contribution program for employees and directors), to a charitable organization at which a related person is actively involved with fund-raising or serves as a director, trustee or in a similar capacity.

SRS Mobility Ventures, LLC, an affiliate of our largest shareholder, SRS Investment Management, LLC, owns a majority of Avis Mobility Ventures LLC (“AMV”), of which we own a minority interest. We provide vehicles and related fleet services to AMV, as well as certain administrative services to support their operations. For the year ended December 31, 2025, we recognized $11 million of expense related to these services within other (income) expense, net, had receivables from AMV of $6 million and had a net investment in vehicle finance leases of $136 million.

We regularly conduct engagement and outreach efforts in order to communicate with existing and prospective shareholders, lenders, research analysts, rating agencies, governance firms and others. In 2025, our key engagement activities included numerous group and one-on-one investor meetings, conference calls accessible to all shareholders following each of our quarterly earnings releases, presentations at various investor conferences, and our 2025 Annual Meeting of Shareholders. Members of management participated in these activities, each of which contained opportunities for shareholders and other constituents to provide feedback to management. We value the input and insights of our shareholders and are committed to continued engagement with investors. Key topics of focus in 2025 included corporate governance, our strategy and results as well as travel and industry trends. Our investor relations department is the key point of contact for shareholder interaction with the Company. Shareholders and other interested parties may access investor information about our Company through our website at www.avisbudgetgroup.com. The investor relations department coordinates institutional investor meetings with management, appearances at investor conferences and our quarterly earnings calls. We consider shareholder requests to meet with members of our Board of Directors on a case-by-case basis.

The following table provides information about shares of our Common Stock that may be issued upon the exercise of options and restricted stock units under all of our existing equity compensation plans as of December 31, 2025.

The following table sets forth information regarding beneficial ownership of shares of Common Stock as of March 25, 2026, by (i) each person who is known by us to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each of the Company’s directors and each of its named executive officers, and (iii) all of the Company’s directors, nominees and current executive officers, as a group. Unless stated otherwise, the address for each person is 379 Interpace Parkway, Parsippany, NJ 07054.

Executive officers of the Company are set forth below. Each executive officer is appointed to hold office at the discretion of the Board of Directors and may be removed at any time by the Board of Directors with or without cause.

Biographical information for our Executive Chairman is set forth above under “Board of Directors — Biographical Information for Nominees.” Biographical information for all other present executive officers is set forth below.

We refer you to our 2025 Annual Report for additional information regarding our financial information discussed below, including the long-lived asset impairment and other related charges referred to below, further information for which can be found in Note 2—Summary of Significant Accounting Policies—Impairment of Long-lived Assets to our Consolidated Financial Statements included in our 2025 Annual Report. When we refer to “the Committee” in this “Executive Compensation” section, we are referring to the Compensation Committee.

The Committee uses our executive compensation programs to motivate and retain our executive talent and align their interests with shareholders. Our performance has a direct impact on payouts of compensation. For example, as described below, our 2025 Annual Incentive Plan paid below target for our NEOs based on performance during 2025 against the plan’s goals. We also successfully completed transitions of our CEO and CFO roles during 2025, as discussed below.

We saw sustained demand for vehicle rentals in 2025, which resulted in revenue of approximately $11.7 billion. For 2025, net loss was $995 million and Adjusted EBITDA (as defined below; also see the reconciliation on page 26) was $748 million. During the fourth quarter of 2025, we reviewed our fleet strategy specific to certain EV rental car vehicles and as a result, we shortened the useful life associated with such vehicles. Our net loss reflects $518 million in long-lived asset impairment and other related charges, which was recorded to reduce the carrying value of certain United States EV rental car vehicles to their fair value in connection with this change.

Our closing stock price at the end of 2025 was $128.32 resulting in TSR of 59% for the year and five-year TSR of 271%.

For 2026, we expect our strategy to remain centered on driving sustainable growth by strengthening operational efficiency, expanding the use of analytics, elevating the customer experience, and accelerating innovation through disciplined investment in technology. We believe this strategy will reinforce our competitive position, support long-term profitability, and deliver value to our stakeholders.

We believe that our compensation programs reflect sound practices, such as:

Compensation reported in the Summary Compensation Table for our NEOs for 2025 generally was higher compared to 2024, primarily due to payouts under the annual cash incentive program, at below-target amounts, aligned with the Company’s financial performance, together with the grant of additional performance-based equity awards as described below.

A summary of 2025 compensation highlights is set forth below.

This discussion addresses executive compensation in 2025 for our NEOs. Our current executive officers who are NEOs are:

In addition, our NEOs include two former executive officers:

In February 2025, the Company announced that Mr. Ferraro would transition away from his role as CEO (but remain as an advisor for a period of time) and that Mr. Choi (our former Chief Transformation Officer) would assume the role of CEO, which occurred on July 1, 2025. In March 2025, Mr. Pahwa assumed the role of Executive Chairman. In June 2025, the Company announced that Izzy Martins would step down from her role as Chief Financial Officer and that Mr. Cunha would assume the role of CFO, which occurred on July 1, 2025.

Compensation for our NEOs is typically comprised of the following components, each of which is designed to provide competitive compensation to attract and retain a highly qualified executive team:

In 2025, “pay-for-performance” continued to be a fundamental tenet of our compensation philosophy, which includes rewarding attainment of appropriately challenging financial and individual performance goals and aligning our executives’ objectives with our shareholders’ interests, while ensuring that the Company’s executive compensation programs are designed to attract and retain a high-caliber leadership team.

Salaries for NEOs are typically approved early in each year based on factors such as:

For 2025, generally the Committee did not materially increase salaries for the NEOs during its annual salary review process. However, in connection with his appointment as CEO, the Committee approved a new salary for Mr. Choi starting in July 2025 in the amount of $1,000,000, generally considering the factors above. The Committee also approved Mr. Cunha’s salary of $650,000 upon his new hire appointment as CFO. Mr. Pahwa did not receive a base salary initially, but as set forth in the Summary Compensation Table, received a small base salary upon his relocation to the UK.

2025 AIP

For 2025, the Committee approved an annual incentive program (the “2025 AIP”) in which all of our NEOs (other than our Executive Chairman) participated. The program design was generally consistent with the prior year program design. Mr. Choi’s target payout opportunity as a percentage of base salary was increased from 125% to 150% upon his appointment as CEO. The targets remained unchanged at 125% for our CFO, 120% for our CDIO and 100% for our CHRO, in each case subject to a maximum payout opportunity of 150% of target.

Consistent with prior years, the 2025 AIP included Adjusted EBITDA⁽¹⁾ as a performance metric with a weighting of 50%:

The Adjusted EBITDA goals included in the 2025 AIP (the “AIP Adjusted EBITDA Goals”) as shown below were based on the Company’s 2025 business plan approved by the Board (the “Business Plan”) in the first quarter of 2025. When establishing the Adjusted EBITDA goals for the 2025 AIP in early 2025, the Committee pre-approved that Adjusted EBITDA (generally defined as below) was to include an additional adjustment to account for volatility in market pricing dynamics. The global Adjusted EBITDA target goal was lower than the goals for 2024, but represented a significant increase over 2024 results.

2025 AIP Performance Metrics and Goals – Individual Scorecard Component

Consistent with the prior year, to enhance the pay-for-performance nature of the 2025 AIP, an individual performance component, with a 50% weighting, was included to incorporate a broad set of goals which the Committee believed were important to our overall success and to each individual executive officer’s contributions to our business. The component is comprised of primarily quantitative financial and operational metrics, with measurable targets based on attainment of specific Business Plan goals and measured utilizing a “scorecard” approach. The achievement level of the individual scorecard goals is capped at 100% of target payout.

Scorecard achievement is then multiplied by 0% to 150% based on achievement of Adjusted EBITDA goals (from Below-Threshold to Maximum) to further align individual performance with overall company performance. Accordingly, for an NEO to be eligible for any payout under the scorecard component, threshold Adjusted EBITDA goals must be met. The threshold Adjusted EBITDA goals for this component were lower than the AIP Adjusted EBITDA Goals (e.g., a threshold of $660 million for this component) to reflect the fact that they were being used to supplement other important performance goals for this component. The formula for determining the payout under the Individual Scorecard Component is:

For example, if an NEO had achieved a score of 100% of target on his or her individual scorecard but Adjusted EBITDA was below the threshold achievement level, then the NEO would not have received any payout under the 2025 AIP, including under the individual scorecard component.

The Committee established individual performance metrics and goals for each NEO’s scorecard based on key objectives in support of the Business Plan and the Company’s overall strategy. Individual performance metrics for our CEO included, among others, revenue and cost metrics, with 100% being quantitative. The substantial majority of scorecard metrics and goals for our NEOs were quantitative with a limited percentage being qualitative but still based on achievement of specific objectives.

Set forth below is an illustrative example of a scorecard; however it does not represent the actual scorecard of any of our NEOs.

2025 AIP Results and Payouts

Payouts under the Adjusted EBITDA component of the 2025 AIP were below target but above threshold, reflecting the Company’s attainment of AIP Adjusted EBITDA Goals of $914 million (after the market price adjustment described above), which resulted in payout at the 57% level for that component. Payouts under the Individual Component were based on scorecard results multiplied by attainment of the applicable Adjusted EBITDA goals for that component, which resulted in a 78% modifier. For example, for Mr. Choi, the Individual Component of the scorecard was determined based on a quantitative assessment of the scorecard factors, including the Company’s 2025 financial results with respect to revenue and cost control, among others. Accordingly, actual payouts under the 2025 AIP were as follows (excluding Ms. Martins because she departed before earning an annual incentive award):

A reconciliation of our reported net income (loss) to our reported global Adjusted EBITDA is set forth below (dollars are in millions):

We believe Adjusted EBITDA is useful as a supplemental measure in evaluating the performance of our operating businesses and in comparing our results from period to period. We also believe that Adjusted EBITDA is useful to investors because it allows them to assess our results of operations and financial condition on the same basis that management uses internally. Adjusted EBITDA is a non-GAAP measure and should not be considered in isolation or as a substitute for net income or other income statement data prepared in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

For 2025, the Committee approved a long-term incentive program (the “2025 LTIP”) in which all NEOs participated. Mr. Ferraro received an LTIP award with different terms as described below. Grant date values for 2025 LTIP awards were determined following a market review of the Peer Group, and in certain cases, Survey Data (as defined under “Consideration of Peer Groups and Survey Data”), as well as individual and Company financial performance for the prior year. For the 2025 LTIP, the Committee approved two tranches of PSU: (i) the typical annual three-year performance award of PSUs and RSUs and (ii) a supplemental two-year performance award described below.

The Committee reviewed the following factors to determine the appropriate type of equity to be granted under the annual award program: perceived value to award recipients to effect retention and incentive goals, peer practices, the degree of alignment with shareholder interests and our pay-for-performance philosophy, potential dilution and projected expense balanced with the value delivered to award recipients. Based on an analysis of these factors, the Committee determined that continuing the mix of 50% PSUs and 50% RSUs would:

Under the 2025 LTIP:

The three-year cumulative Adjusted EBITDA goals are set forth below and were set during first quarter 2025. The target goal represents attainment of three-year Adjusted EBITDA during the performance period. The Adjusted EBITDA target goal was lower than the goals for the 2024 LTIP, but represented a significant increase over 2024 results.

The Committee believes that it is important to retain the flexibility to take special considerations into account to ensure we are meeting our executive compensation goals, to improve retention and to increase the amount of compensation tied directly to performance. As a result, in 2025, the Committee approved a supplemental tranche of LTIP awards for our executive team. In addition to the factors considered for the 2025 LTIP in general described above, the Committee took into account factors such as our management transition, our strategic goals, and our commitment to improving performance. The Committee approved these supplemental awards solely in the form of PSUs, but with a two-year performance period, which the Committee believed was important to differ from our annual awards and to focus on both retention and shorter-term improved performance. Given the shorter performance timeframe, the maximum payout is 100% of target. The individual award amounts were generally tied to a percentage of prior annual grants.

As part of considering the appropriate incentives for Mr. Ferraro in early 2025 after announcement of his expected transition away from the CEO role mid-year to an advisor role, the Committee wanted to ensure that any LTIP award for Mr. Ferraro in 2025 reflected this transitional role through the end of 2025, mostly tied to performance. As a result, he received an award split 32% RSUs vesting over one year and 68% PSUs, with the PSUs based on Adjusted EBITDA goals for 2025 only. The Committee believed that a shorter-term equity award was important to successfully complete the transition and encourage Mr. Ferraro’s continued focus on our performance. The different goals from the annual LTIP awards above reflected the fact that this was for a one-year period rather than the normal three-year period. The threshold PSU goals for 2025 were not met and so the PSUs were forfeited in full.

Our Board has assigned to the Committee the responsibility to approve compensation for all NEOs, including our CEO. The roles and duties of participants in the decision-making process for our executive program are summarized below.

Consistent with its charter, the Committee continued its engagement of Pay Governance LLC, a compensation consulting firm, to work with the Committee and the Company as an adviser on executive compensation matters in 2025. The compensation consultant reports to, and is directed by, the Committee, which has the authority to retain or terminate compensation advisers.

In 2025, the Committee reviewed information regarding the independence and potential conflicts of interest of Pay Governance, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on this review, the Committee concluded that the engagement of Pay Governance did not raise any conflict of interest. Outside of services provided for the Committee, the compensation consultant did not provide additional services to the Company in 2025.

Our Compensation Committee is responsible for the ultimate decisions of compensation for NEOs, including our CEO. As part of its decision-making process, the Committee may seek input from management and our Human Resources staff, in addition to working directly with the Committee’s compensation consultant. The process generally reflects a review of practices of our Peer Group and Survey Data (as defined below), and is typically designed to take into consideration past practice and our strategy to tie a greater portion of total target compensation to variable versus fixed compensation. The Committee also may consider individual performance, the Company’s business plan and goals, and other factors such as individual level of experience and responsibilities (including relative responsibilities compared to others within the Company and the individual’s potential impact on Company operations), leadership, skill, contributions to the Company and the size and complexity of the Company’s operations.

In approving annual and long-term incentive awards for our NEOs, the Committee assesses the risks associated with the adoption of these awards, including the performance measures and goals for the awards, and has concluded that the Company’s incentive awards would not be likely to encourage excessive risk-taking. Management also annually reviews the Company’s compensation policies and practices for employees generally with the Committee and the Company’s compensation consultant to determine whether these programs create incentives that might motivate inappropriate or excessive risk-taking. For additional information, please see “Functions and Meetings of the Board of Directors - Risk Management and Risk Assessment.”

The Committee developed the Company’s peer group set forth below for 2025 pay decisions (the “Peer Group”), taking into consideration that very few direct industry competitors exist, the Company’s business model, the relevant labor market for talent and other factors, including but not limited to the following:

The Committee reviewed pay data of the Peer Group for 2025 pay decisions to ensure reasonable comparability of the compensation of our NEOs. The Committee does not specifically target any percentile within the Peer Group when setting overall compensation, any individual element of compensation or the relative pay mix among different elements of compensation. The Committee reviews the Peer Group periodically to ensure that the component companies continue to meet the criteria for which they were selected, as well as to identify other companies that may become appropriate for inclusion.

The Committee recognizes that our executives have opportunities available to them in a range of industries and that any peer group for the Company will have some inherent limitations given the absence of a large sample of public companies in the vehicle rental business. In order to compare ourselves to a broad set of general industry market data available, the Committee also reviews widely-used survey data from consulting firms such as Aon Hewitt and Willis Towers Watson for companies that have revenue comparable to ours (the “Survey Data”) as another data point. The Survey Data* represents data from over 1,000 companies sized according to revenue, assets and number of employees.

In 2025, the Committee considered the Survey Data for each element of the 2025 compensation and benefits package as a general check and to ensure reasonable comparability. Consideration of the Peer Group and the Survey Data represented just two factors considered in setting executive compensation for 2025. Please refer to “Analysis of 2025 Pay Decisions” for the other factors considered in setting executive compensation for 2025.

* While the Survey Data include a general list of participating companies, each survey provides information on a “no-names” basis—i.e., for each position comparison, it does not identify by name which companies comparable in revenue size to our Company produced results for each position matched, and thus we are unable to list the comparable companies that are included in the Survey Data utilized.

The Committee reviewed the results of the Company’s Say on Pay vote in 2025. At the 2025 Annual Meeting of Shareholders, approximately 98.9% of the votes cast were in support of the Company’s Say on Pay proposal. Based on the 2025 Say on Pay results and feedback from shareholders, the Committee concluded that the Company’s overall compensation program as it relates to its NEOs enjoys the support of the Company’s shareholders and does not require revision to address any broad shareholder concern.

Our practice has been to grant regular long-term incentive awards at pre-established meetings of the Committee. Annual long-term incentive awards, which typically include awards granted to all NEOs, are usually approved in the first quarter. However, the Committee retains the ability to determine, and has in the past determined, to make grants at other times during the year, including but not limited to approvals for executives hired or promoted during the year. In connection with valuing the grants of stock-based awards, it is our policy generally to use, as the grant or strike price for any stock-based compensation vehicle, the closing price of our Common Stock on the grant date, which is often the date the Committee approves the award but may be a future specified date. The Committee typically approves a dollar amount for each RSU or PSU award, which is then divided by the closing price of our Common Stock on the date of grant (or other specified date such as a hire date) to arrive at the number of RSUs or PSUs to be granted.

Our executive stock ownership guidelines require NEOs to acquire and hold designated levels of Avis Budget Common Stock. Under these guidelines, our CEO is required to retain 100%, and other NEOs are required to retain a minimum of 50%, of the net shares (net of taxes) obtained upon the vesting of restricted stock awards and of vested stock options (if applicable), until reaching the following specified ownership thresholds:

Given the mandatory hold provision until thresholds are obtained, there is no specified deadline for achieving designated thresholds. For purposes of the executive stock ownership guidelines, stock ownership is defined to include stock owned by the executive directly and stock owned indirectly, including through the Company’s savings plan. As of December 31, 2025, the NEOs listed in the table had met the applicable ownership thresholds, other than our CFO, who became an officer in 2025.

Following attainment of ownership thresholds, our NEOs are required, for a period of one year, to hold an additional amount equal to 50% of the net shares obtained upon the vesting of any equity award and 50% of all stock options that vest.

Generally our NEOs participate in an Executive Severance Plan, which was last modified in 2021, to provide post-termination severance benefits under specific circumstances. However, we had previously entered into severance agreements in 2015 with each of our former CEO and our CHRO, which remained in place following adoption of the Executive Severance Plan. These arrangements are described in detail under the headings “Employment Agreements and Other Arrangements” and “Termination, Severance and Change of Control Arrangements” below.

In February 2025, the Company announced that its current Chief Executive Officer would transition away from the role, effective June 30, 2025, and into an advisory role. In considering the terms of the transition agreement, the Committee believed it was important not only to comply with the terms of his pre-existing severance agreement, but to build the opportunity for a successful transition by having not only a substantial pre-transition period with Mr. Ferraro working towards the Company’s success, but also retain Mr. Ferraro to provide services after he ceased to be CEO, which the Committee believed was important given his tenure and experience. As a result, we entered into a Separation and Advising Agreement with Mr. Ferraro (the “Separation Agreement”), as further described under “Employment Agreements and Other Arrangements” below.

We have historically sought to provide perquisites to our executives that are consistent with those provided by the general market and Peer Group companies. Depending on the executive, our perquisites include financial planning services, auto use or allowance, discounted auto insurance, auto leasing through the employee lease program and limited personal use of Company-leased aircraft services. Generally the Company does not provide tax reimbursements or gross-ups on perquisites for any of our NEOs other than relocation-related expenses and expatriate benefits in accordance with the Company’s standard policies.

Employees, including our NEOs, may also receive tickets for professional sporting events, which are part of the Company’s season ticket subscription, and do not result in an associated incremental cost to our Company. Our ticket allocation policy is generally seniority-based, with a valid business purpose superseding any personal use.

The Company’s insider trading policy prohibits directors, executive officers and other employees required to pre-clear trades in Company securities, along with members of their families and others living in their households and investment partnerships and other entities over which they have or share voting or investment control (collectively, the “Covered Persons”) from:

For purposes of the above, the Company’s equity securities include securities acquired by a Covered Person as part of his or her compensation or otherwise. We are party to a Cooperation Agreement with SRS, our largest stockholder, under which SRS has agreed to certain voting commitments. Pursuant to the terms of the Cooperation Agreement, SRS and its affiliates are not subject to the Company’s policies applicable to directors on pledging or making purchases on margin of, or entering into derivative or hedging arrangements (including options) with respect to, the Company’s securities that are otherwise in compliance with all applicable laws, regulations and the Cooperation Agreement. The Audit Committee monitors any proposed pledges in the Company’s Common Stock, including any pledge by SRS, and regularly discusses such matters and any related risks to the Company and its stockholders, with the Board, senior management and, when appropriate, the Company’s stockholders, including SRS.

We have adopted a clawback policy that complies with the Nasdaq listing standards that implement the SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and applies to our executive officers (as defined in applicable SEC rules). This policy applies to all incentive-based compensation (as that term is defined in the SEC rules), which includes performance-based awards granted under our Amended and Restated Equity and Incentive Plan and the cash bonus payments under the annual incentive plan in which our executive officers participate.

The Avis Budget Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE