Allegiant to acquire Sun Country (SNCY), expand Minneapolis–St. Paul base

Rhea-AI Filing Summary

Allegiant Travel Company’s CEO Greg Anderson addresses Sun Country employees about Allegiant’s planned acquisition of Sun Country Airlines. He emphasizes respect for Sun Country’s legacy, highlighting its strong service reputation and complementary strengths in passenger, charter and cargo flying. Anderson says the goal is to create a larger, more diversified and resilient airline with a broader network, more destinations and more opportunities for employees across the combined company.

He stresses that Minnesota and the Minneapolis–St. Paul area will remain critical, stating it will be the largest operating base of the combined airline, while the headquarters will be in Las Vegas. Allegiant has set up an Integration Management Office led by Allegiant’s Michael Broderick and supported by Sun Country’s Eric Levenhagen to coordinate a people-focused integration. The communication also includes extensive forward-looking statement warnings, outlines key risks that could affect the transaction, and explains that a Form S-4 registration statement and joint proxy statement/prospectus will be filed with the SEC for shareholders of both companies.

Insights

Airline M&A and corporate governance analyst

Allegiant details a people-focused plan for acquiring Sun Country, with Minnesota as a core operating base.

The communication explains Allegiant’s intent to acquire Sun Country Airlines and combine two profitable, complementary carriers into a larger, more diversified airline. Management highlights strategic goals such as expanding the network, balancing year-round passenger, charter and cargo activity, and creating additional roles and development paths for team members across the combined business.

Operationally, Allegiant signals continuity and local importance by stating that Minneapolis–St. Paul will be the largest operating base of the combined airline, even though the corporate headquarters will be in Las Vegas. An Integration Management Office, led by Allegiant’s Michael Broderick with support from Sun Country’s Eric Levenhagen, is tasked with coordinating a structured, people-first integration process.

The extensive forward-looking statement and risk factor language underscores that the deal still depends on stockholder and regulatory approvals, and that there are material risks around timing, integration complexity, costs, and realizing expected synergies. Future SEC filings, including a Form S-4 registration statement and joint proxy statement/prospectus, are identified as the key sources where shareholders will be able to review detailed terms and risk disclosures before voting.

FILED BY ALLEGIANT TRAVEL COMPANY

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: SUN COUNTRY AIRLINES HOLDINGS, INC.

COMMISSION FILE NO. 001-40217

The following is a transcript of a video communication from Greg Anderson, CEO of Allegiant Travel Company (“Allegiant”), provided in a communication to employees of Sun Country Airlines Holdings, Inc. (“Sun Country”) on January 26, 2026 regarding the acquisition of Sun Country by Allegiant:

Hi Sun Country team — I’m Greg Anderson.

I know many of you don’t know me yet, so I’d like to take a moment to introduce myself and share some important information with you.

I have spent nearly my entire career with Allegiant, and I was both honored and humbled when I was asked to become the CEO in 2024. As a native to Las Vegas, both this community and this company are very important to me.

My wife and I have four young children – and we love to travel. Like you, we experience firsthand how special aviation is because it connects people to the moments that matter most.

On behalf of everyone at Allegiant, let me say we have the highest regard and admiration for Sun Country and what you’ve built. You have a strong legacy, a differentiated airline, and a reputation for service and reliability that’s known across the industry.

Which is why we’re excited about bringing our two airlines together to build on the strengths of both – not replace them.

I understand that this acquisition brings many changes and some uncertainty. That’s why I wanted to address you personally today. Being open and attentive as we navigate this integration together is extremely important to me.

Strategically, this combination is about creating a more competitive and resilient airline for the long term. By moving forward together, we’ll grow our network, strengthen year-round flying through expanded passenger, charter, and cargo operations, and bring together two profitable airlines with complementary strengths.

The result will be a larger, more diversified airline — one that can offer customers more destinations and more frequent service and create new opportunities for team members across the combined company.

As our leadership teams have spent time together over the past few months, one thing has become clear: aspects of our cultures are similar. Both organizations share deep commitments to safety, operational excellence, customer service, and supporting our communities.

I also want to recognize that many of you probably have questions. Announcements like this understandably lead to concerns about jobs, benefits and potential future changes. These are all valid points. And you deserve straightforward answers.

Although there are still many unanswered questions, we are actively addressing them as quickly as possible. We are committed to listening closely, communicating openly, and leading this process thoughtfully and with as much transparency as possible.

I want you to hear directly from me: we’ll communicate with honesty, and we will treat everyone with respect and fairness — period.

I also want to be very clear about something that matters deeply to us: Minnesota is critical to the combined company’s future. Sun Country has built an incredible legacy in the Twin Cities, and we are committed to maintaining a significant presence in Minneapolis-St. Paul. In fact, it will be the largest operating base for the combined company.

While our shared organization will be headquartered in Las Vegas – we will carry forward the strengths you’ve built in Minneapolis-St. Paul. As the company grows and we expand leadership, support teams, and the infrastructure required to run a larger airline, we expect to provide more flying, more development, and more long-term opportunities for our team members.

To ensure this work is coordinated and people-first, we have launched our Integration Management Office, or IMO. This team will be responsible for making sure integration planning is thoughtful, well-organized, and keeps our people and our customers front and center. These integration efforts will be led by Allegiant’s Michael Broderick and supported by Sun Country’s Eric Levenhagen.

I also want you to know this won’t be led from a distance. In fact, I plan to be in Minnesota soon.

I’d like to personally invite you to join me for a Sun Country team member town hall on Thursday February 12. This will be an important opportunity for us to connect directly —  By then, we expect to share more detail on our integration approach and decision timeline. While we may not yet have final answers on individual impacts, we will outline what we know, what is still being developed, and when you can expect updates.

Until then, thank you for what you do every day — and for the professionalism you’ve shown. I’m genuinely excited about what we can build together — in Minneapolis-St. Paul, in Las Vegas, and across the combined airline.

Together we fly.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, Section 27A of the Securities Act of 1933 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and often can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “guidance,” “anticipate,” “intend,” “plan,” “estimate”, “project”, “hope” or similar expressions. Forward-looking statements in this communication are based on Allegiant’s and Sun Country’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Allegiant and Sun Country, all of which are subject to change. Forward-looking statements in this communication may relate to, without limitation, the benefits of the proposed transaction, including future financial and operating results; the parties’ respective plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the proposed transaction; expected synergies of the proposed transaction; the timing and result of various regulatory proceedings related to the proposed transaction; the ability to execute and finance current and long-term business, operational, capital expenditures and growth plans and strategies; the impact of increased or increasing transaction and financing costs associated with the proposed transaction or otherwise, as well as inflation and interest rates; and the ability to access debt and equity capital markets.

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Forward-looking statements involve risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, the following: the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement for the proposed transaction; the risk that potential legal proceedings may be instituted against Allegiant or Sun Country and result in significant costs of defense, indemnification or liability; the possibility that the proposed transaction does not close when expected or at all because required stockholder approvals, required regulatory approvals or other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the proposed transaction or that any of the foregoing may take longer to realize or be more costly to achieve than expected; disruption to the parties’ businesses as a result of the announcement and pendency of the proposed transaction; the costs associated with the anticipated length of time of the pendency of the proposed transaction, including the restrictions contained in the definitive merger agreement on the ability of each of Sun Country and Allegiant to operate their respective businesses outside the ordinary course consistent with past practice during the pendency of the proposed transaction; the diversion of Allegiant’s and Sun Country’s respective management teams’ attention and time from ongoing business operations and opportunities on acquisition-related matters; the risk that the integration of Sun Country’s operations will be materially delayed or will be more costly or difficult than expected or that Allegiant is otherwise unable to successfully integrate Sun Country’s businesses into its businesses; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Allegiant’s or Sun Country’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the proposed transaction; the dilution caused by Allegiant’s issuance of additional shares of its common stock in connection with the consummation of the proposed transaction; a material adverse change in the business, condition or results of operations of Allegiant or Sun Country; changes in domestic or international economic, political or business conditions, including those impacting the airline industry (including customers, employees and supply chains); Allegiant’s and Sun Country’s ability to successfully implement their respective operational, productivity and strategic initiatives; the outcome of claims, litigation, governmental proceedings and investigations involving Allegiant or Sun Country; and a cybersecurity incident or other disruption to Sun Country’s or Allegiant’s technology infrastructure.

Forward-looking statements in this communication are qualified by and should be read together with, the risk factors set forth above and the risk factors included in Allegiant’s and Sun Country’s respective annual and quarterly reports as filed with the Securities and Exchange Commission (the “SEC”), and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. In addition, the risk factors discussed above are not exhaustive and they, along with other risk factors, will be more fully discussed in the registration statement and joint proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction.

The forward-looking statements in this communication are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Allegiant and Sun Country disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Important Additional Information and Where to Find It

In connection with the proposed transaction, Allegiant intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of Allegiant’s common stock to be issued in the proposed transaction and a joint proxy statement for Allegiant’s and Sun Country’s respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive joint proxy statement (if and when available) will be mailed to stockholders of Allegiant and Sun Country. Each of Allegiant and Sun Country may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Allegiant or Sun Country may file with the SEC or send to their respective stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALLEGIANT AND SUN COUNTRY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING ALLEGIANT, SUN COUNTRY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders of Allegiant and Sun Country may obtain free copies of these documents and other documents filed with the SEC by Allegiant or Sun Country through the website maintained by the SEC at http://www.sec.gov or from Allegiant at its website, https://ir.allegiantair.com/financials/sec-filings/default.aspx, or from Sun Country at its website, https://ir.suncountry.com/financials/sec-filings. Documents filed with the SEC by Allegiant will be available free of charge by accessing Allegiant’s website at https://ir.allegiantair.com/financials/sec-filings/default.aspx, or alternatively by directing a request by mail to Allegiant’s Investor Relations department, 1201 North Town Center Drive, Las Vegas, NV 89144, and documents filed with the SEC by Sun Country will be available free of charge by accessing Sun Country’s website at https://ir.suncountry.com/financials/sec-filings, or alternatively by directing a request by mail to Sun Country’s Investor Relations department, 2005 Cargo Road, Minneapolis, MN 55450.

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Participants In The Solicitation

Allegiant, Sun Country and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Allegiant and Sun Country in connection with the proposed transaction under the rules of the SEC.

Information about the interests of the directors and executive officers of Allegiant and Sun Country and other persons who may be deemed to be participants in the solicitation of stockholders of Allegiant and Sun Country in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus, which will be filed with the SEC.

Information about the directors and executive officers of Allegiant, their ownership of Allegiant common stock and Allegiant’s transactions with related persons can also be found in the Allegiant Annual Report and Allegiant’s definitive proxy statement in connection with its 2025 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 30, 2025 (the “Allegiant 2025 Proxy Statement”), and other documents subsequently filed by Allegiant with the SEC, which are available on its website, https://ir.allegiantair.com/financials/sec-filings/default.aspx. Such information is set forth in the sections entitled “Proposal No. 1 – Election of Directors”, “Proposal No. 2  –  Advisory (non-binding) Vote on Executive Compensation”, “Proposal No. 3 – Approval of Amendment to Allegiant 2022 Long-Term Incentive Plan to Increase Number of Shares Available”, “Executive Compensation” and “Related Party Transactions” of the Allegiant 2025 Proxy Statement. To the extent holdings of Allegiant common stock by the directors and executive officers of Allegiant have changed from the amounts of Allegiant common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1362468&owner=exclude under the tab “Ownership Disclosures”.

Information about the directors and executive officers of Sun Country, their ownership of Sun Country common stock and Sun Country’s transactions with related persons can also be found in the definitive proxy statement for Sun Country’s 2025 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 25, 2025 (which is available at https://ir.suncountry.com/financials/sec-filings), and other documents subsequently filed by Sun Country with the SEC. Such information is set forth in the sections entitled “Proposal 1– Reelection of Directors”, “Proposal 2 – Non-binding (Advisory) Vote to Approve the Compensation of Our Named Executive Officers”, “Executive Compensation”, “Certain Relationships and Related Person Transactions” and “Security Ownership of Certain Beneficial Owners and Management” of such definitive proxy statement. Please also refer to Sun Country’s subsequent Current Reports, as filed with the SEC on Form 8-K on September 22, 2025 (which is available at https://ir.suncountry.com/financials/sec-filings) and on October 30, 2025, regarding subsequent changes to Sun Country’s Board of Directors and executive management following the filing of such definitive proxy statement. To the extent holdings of Sun Country common stock by the directors and executive officers of Sun Country have changed from the amounts of Sun Country common stock held by such persons as reflected in the definitive proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1743907&owner=exclude under the tab “Ownership Disclosures”.

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Free copies of these documents may be obtained as described above.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell, an offer to buy, or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

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FAQ

What transaction involving Sun Country Airlines (SNCY) is described?

The communication describes Allegiant Travel Company’s planned acquisition of Sun Country Airlines, combining the two airlines into a larger, more diversified carrier, subject to stockholder and regulatory approvals and other closing conditions.

How does Allegiant plan to treat Sun Country’s Minneapolis–St. Paul presence after the acquisition of SNCY?

Allegiant states that Minnesota and the Twin Cities are critical to the combined company and that Minneapolis–St. Paul will be the largest operating base of the combined airline, even though the combined organization will be headquartered in Las Vegas.

What integration structure will Allegiant use for the Sun Country (SNCY) acquisition?

Allegiant has launched an Integration Management Office (IMO) to coordinate planning and execution. These efforts will be led by Allegiant’s Michael Broderick and supported by Sun Country’s Eric Levenhagen, with a stated focus on people and customers.

What benefits does Allegiant expect from combining with Sun Country (SNCY)?

Allegiant describes the combination as designed to create a more competitive and resilient airline by growing the network, strengthening year-round flying across passenger, charter and cargo operations, and bringing together two profitable airlines with complementary strengths, which is expected to expand destinations and opportunities for employees.

What risks and conditions are associated with Allegiant’s proposed acquisition of Sun Country (SNCY)?

The communication lists numerous risk factors, including the possibility the transaction may not close if required stockholder or regulatory approvals or other conditions are not satisfied, potential legal proceedings, higher-than-expected costs, integration challenges, business disruptions during the pendency of the deal, reputational risks and the chance that expected synergies, cost savings or growth may not be realized as anticipated.

What SEC filings should Allegiant and Sun Country (SNCY) investors review about this acquisition?

Allegiant intends to file a Form S-4 registration statement that will include a joint proxy statement/prospectus for Allegiant and Sun Country stockholders. Investors are urged to read the registration statement, the joint proxy statement/prospectus and any related documents filed with the SEC because they will contain detailed information about Allegiant, Sun Country, the proposed transaction and related risks.