Avis Budget Group said in an 8-K filed after the June 19 event date that it entered into a Settlement and Release Agreement with Pentwater Capital Management LP and affiliated persons in a pending action seeking recovery of alleged short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.
Under the agreement, Pentwater would pay Avis $650 million in cash. Completion of the settlement, including payment, is subject to court approval and other customary closing conditions. Avis said the contemplated approval would include an order approving the settlement terms and findings that the company diligently pursued the Section 16(b) claims and that the consideration is fair, reasonable and adequate.
Section 16(b) generally provides for recovery by an issuer of certain profits realized by officers, directors or beneficial owners of more than 10% from matching purchases and sales of equity securities within a six-month period.
Earlier public filings and company disclosures stated that Pentwater crossed the 10% ownership threshold in February 2026, later disclosed a larger economic interest through shares and cash-settled swaps, and reported sales of 4.3 million Avis shares on April 22 and April 23 for gross proceeds of about $1.75 billion. In an April 28 Form 4, Pentwater and Matthew Halbower said they were in discussions with Avis and had agreed to voluntarily disgorge to the company any short-swing profits realized from identified matchable transactions.