Forty-Nine Percent and the Chair

On February 11, 2025, Avis Budget Group put two pieces of news into one press release. The first was a number. The car-rental group had lost nearly $2 billion in the fourth quarter and $1.8 billion for the year, after deciding to shorten the useful life of most of its vehicles in the Americas and booking a one-time, non-cash impairment of $2.3 billion.

The second was a change of command. Joe Ferraro, chief executive after a 45-year career at the company, would hand over on June 30. Brian Choi, the chief transformation officer, would take the job on July 1. And Jagdeep Pahwa, chairman since May 2024, was named executive chairman.

The release also carried a promise, from the outgoing chief executive. Ferraro put it in writing: "I am confident in our ability to generate no less than $1 billion of Adjusted EBITDA in 2025."

Pahwa's own words that day ran to four sentences, and the sharpest was a vote of confidence with his name on it: "We are confident that Brian is well-positioned to lead the Company going forward."

He was not a hired steward taking the chair. Pahwa is president of SRS Investment Management, which the Avis 2026 proxy statement lists as the company's largest shareholder, with 49.34 percent of the common stock.

The Stake Came First

How SRS got there is written into a run of Schedule 13D amendments, each one tighter than the last.

In April 2018, SRS reported 14.8 percent of Avis and signed a second amended cooperation agreement with the company. Avis agreed to expand its board to 14 directors and seat two newcomers. One of them was Pahwa. Avis also let its stockholder rights plan expire; SRS, in return, accepted standstill terms.

By February 2020 the stake was 21.8 percent. A third agreement gave SRS the right to appoint three directors and the vice chairman, and cut the board to no more than nine seats after that year's annual meeting. The filing named the three SRS directors: Brian Choi, Jagdeep Pahwa and Karthik Sarma. Pahwa became vice chairman.

By December 2022, SRS held 44.4 percent. A fourth agreement capped the board at six directors unless SRS served notice to expand it, and kept Pahwa as vice chairman.

Fourteen seats became nine. Nine became six.

The 2026 proxy adds the outer edge of that position. Counting cash-settled equity swaps, SRS's economic exposure reaches 57.45 percent of the shares. The cooperation agreement draws one line: on any shares above 45 percent of the stock, SRS votes in the same proportion as everyone else. The next-largest holder, Pentwater Capital Management, reports 22.15 percent.

The Investor'S Training

The route to that seat runs through finance, not fleets. Pahwa holds a Bachelor of Technology from the Indian Institute of Technology, Delhi, an M.S. from Princeton University and an MBA from Harvard Business School. He worked in the mergers and acquisitions group of Lehman Brothers in New York, then at McKinsey & Company in the U.S. and India, where he led client engagements in telecom, technology and real estate. He has led SRS's private equity business since 2006 and has been the firm's president since 2017. SRS was founded in 2006 by Karthik Sarma, who sits beside him on the Avis board.

The chairmanship came in stages. In November 2023, Avis said Pahwa would replace Bernardo Hees, the former Kraft Heinz chief executive who had been executive chairman since July 2020. The same release moved Choi, chief financial officer since August 2020, into a new post as chief transformation officer. Pahwa thanked Hees for building "a sustainable high-performance culture at Avis" and framed his own task in a single phrase: "as we guide the company through its continued evolution".

Fifteen months later, the company he chaired announced a $2.3 billion impairment.

The Promise And The Miss

The year that followed did not deliver the floor Ferraro had set.

On February 18, 2026, Avis reported 2025 revenue of $11.7 billion, a net loss of $995 million and Adjusted EBITDA of $748 million. That was $252 million short of the billion promised the previous February. The fourth quarter alone produced a net loss of $856 million. It included $518 million of impairment and related charges after Avis reviewed its fleet strategy for certain U.S. electric vehicles and shortened their useful life.

It was the second fourth quarter in a row to end in a fleet write-down.

There was a legal echo as well. In June and September 2025, two shareholders filed derivative complaints in federal court in New Jersey against current and former officers and directors; the first was captioned Jones v. Pahwa. Both arose from the February 2025 impairment announcement and alleged that representations about fleet rotation, vehicle utilization and impairment had been misleading. They were allegations, not findings. By the time Avis published a court-ordered notice on February 27, 2026, the plaintiffs had told the court they intended to dismiss both actions voluntarily, without prejudice and subject to the court's approval.

Choi, by then chief executive, set the tone for the reset: "As we enter 2026, we’ve repositioned the business and turned a challenging fourth quarter into a catalyst for meaningful change".

The Turn In The Numbers

The second quarter of 2026 was the first test of that claim, and the release of July 28 put figures against it. Revenue was $3.0 billion. Net income was $63 million. Adjusted EBITDA was $286 million. Total company vehicle utilization reached 72.6 percent, up 1.9 points from a year earlier and a second-quarter record for both the company and the Americas. Per-unit fleet costs fell 4 percent to $290 a month, excluding currency effects.

Choi described a company that now cuts fleet when demand moves: "as booking trends shifted, we moved quickly to resize fleet, protect utilization and returns".

The quarter carried other signals. Avis's autonomous-vehicle partnership with Waymo went live in Dallas on June 1. In June the company replaced its $2 billion senior revolving credit facility with a new $2 billion facility maturing in June 2031.

Shareholders had already given their verdict on the chair. At the annual meeting on May 20, 2026, Pahwa was re-elected with 26,842,853 votes for and 106,455 against.

The Chair And The Stake

In the arrangement Pahwa now presides over, the executive chairman is the president of the firm that holds almost half the stock. The chief executive is a man SRS named among its three board designees in 2020. When Choi accepted the top job, he named the chairman alongside the rest of the team: "I look forward to working with my colleagues and Jagdeep to continue innovating our business".

That concentration cuts both ways. It means the firm whose president chairs the board carries the largest share of any loss when a fleet bet goes wrong, as it did in consecutive years. It also means there is no larger shareholder to answer to if another write-down comes.

The February 2025 release that made Pahwa executive chairman opened on a $1.8 billion loss and a $1 billion promise. Twenty months on, the promise has been missed, the loss has been followed by another, and the latest reported quarter has turned a profit. The test that began with those two announcements now runs quarter by quarter, under the chairman whose firm owns the largest share of the outcome.