Allegiant Travel (ALGT) details 2025 results, outlook and Sun Country merger risks

Rhea-AI Filing Summary

Allegiant Travel Company furnished an update on its financial performance by issuing a press release and earnings call slides covering results for the quarter and year ended December 31, 2025. These materials, provided as Exhibits 99.1 and 99.2, are treated as furnished rather than filed with regulators.

The company’s disclosures include non-GAAP financial measures, which management views as helpful supplements to GAAP results. Allegiant also provides forward-looking statements about its announced merger with Sun Country Airlines, future airline operations, capacity growth, capital spending, aircraft plans, and overall business strategy, while highlighting extensive risk factors that could cause actual outcomes to differ.

Insights

Airline equity analyst

Allegiant updates investors on 2025 performance, outlook, and Sun Country merger risks.

Allegiant Travel Company is furnishing its fourth-quarter and full-year 2025 results via a press release and earnings call slides. These materials include both GAAP and non-GAAP metrics, signaling management’s focus on alternative performance measures alongside standard accounting results.

The company reiterates extensive forward-looking commentary on its announced merger with Sun Country Airlines, future capacity growth in available seat miles, capital expenditures, aircraft acquisitions and retirements, and broader strategy. It also details a wide range of industry and company-specific risks that could materially affect those expectations.

Merger-related risks are emphasized, including regulatory approvals, possible termination of the deal, integration challenges, higher-than-expected costs, and dilution from issuing additional common shares at closing. Investors receive a consolidated view of operational outlook and key uncertainties that will frame subsequent quarterly and annual disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549 

_____________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2026

Allegiant Travel Company

(Exact name of registrant as specified in its charter)

Nevada

001-33166

20-4745737

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1201 North Town Center Drive

Las Vegas, NV

89144

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:              (702) 851-7300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001

ALGT

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2    Financial Information

Item 2.02    Results of Operations and Financial Condition.

On February 4, 2026, Allegiant Travel Company (the “Company”) issued the press release attached as Exhibit 99.1 to this Form 8-K concerning our results of operations for the quarter and year ended December 31, 2025.

The information in Section 2 of this Current Report on Form 8-K and in Exhibit 99.1 is deemed to be furnished and is not to be considered to be “filed” with the Securities and Exchange Commission. As such, this information shall not be incorporated by reference into any of our reports or other filings made with the Securities and Exchange Commission.

Non-GAAP Financial Measures: Both the press release furnished as Exhibit 99.1 and Exhibit 99.2 contain non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these financial measures are useful in evaluating the Company’s performance, this information should be considered to be supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies.

Forward-Looking Statements: Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, statements in the press release filed as Exhibit 99.1 and statements in the 4Q25 Earnings Call Slides furnished as Exhibit 99.2 that are not historical facts are forward-looking statements. These forward-looking statements are only estimates or predictions based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include our statements regarding the announced merger with Sun Country Airlines, future airline operations, revenue, expenses and earnings, available seat mile growth, expected capital expenditures, the cost of fuel, the timing of aircraft acquisitions and retirements, the number of contracted aircraft to be placed in service in the future, our ability to consummate announced aircraft transactions, as well as other information concerning future results of operations, business strategies, financing plans, competitive position, industry environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts and 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 involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. Important risk factors that could cause our results to differ materially from those expressed in the forward-looking statements generally may be found in our periodic reports filed with the Securities and Exchange Commission at www.sec.gov. These risk factors include, without limitation, the impact of regulatory reviews of, and production limits on, The Boeing Company on our aircraft delivery schedule, an accident involving, or problems with, our aircraft, public perception of our safety, our reliance on our automated systems, our reliance on Boeing to deliver aircraft under contract to us on a timely basis, risk of breach of security of personal data, volatility of fuel costs, labor issues and costs, the ability to obtain regulatory approvals as needed in connection with our fleet and network, the effect of economic conditions on leisure travel, debt covenants and balances, the impact of government regulations on the airline industry, the ability to finance aircraft to be acquired, the ability to obtain necessary government approvals to prepare to offer international service from our markets, terrorist attacks, risks inherent to airlines, our competitive environment, our reliance on third parties who provide facilities or services to us, the impact of the possible loss of key personnel, economic and other conditions in markets in which we operate, increases in maintenance costs and availability of outside maintenance contractors to perform needed work on our aircraft on a timely basis and at acceptable rates, cyclical and seasonal fluctuations in our operating results and the perceived acceptability of our environmental, social and governance efforts, the occurrence of any event, change or other circumstance that could give rise to the right of one or both of Allegiant or Sun Country to terminate the definitive merger agreement for the Sun Country acquisition; 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 Sun Country acquisition 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 Sun Country acquisition 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 Sun Country acquisition; the costs associated with the anticipated length of time of the pendency of the Sun Country acquisition, 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 Sun Country acquisition; 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 Sun Country acquisition 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 Sun Country acquisition; and the dilution caused by Allegiant's issuance of additional shares of its common stock in connection with the consummation of the Sun Country acquisition.

Any forward-looking statements are based on information available to us today and we undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.

Section 7    Regulation FD

Item 7.01    Regulation FD Disclosure.

We are supplementing our press release with updated information for investors relating to our financial performance and outlook as well as other information regarding our business. The update is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information in Section 7 of this Current Report on Form 8-K and Exhibit 99.2 filed herewith is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. As such, this information shall not be incorporated by reference into any of the Company’s reports or other filings made with the Securities and Exchange Commission.

Section 9    Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

a.Not applicable.

b.Not applicable.

c.Not applicable.

d.Exhibits

Exhibit No.			Description of Document
99.1			Press Release issued by Allegiant Travel Company on February 4, 2026
99.2			4Q25 Earnings Call Slides

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 4, 2026			ALLEGIANT TRAVEL COMPANY
			By:			/s/ Robert J. Neal
			Name:			Robert J. Neal
			Title:			President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.			Description of Document
99.1			Press Release issued by Allegiant Travel Company on February 4, 2026
99.2			4Q25 Earnings Call Slides

FAQ

What does Allegiant Travel Company (ALGT) disclose in this 8-K filing?

Allegiant Travel Company furnishes a press release and 4Q25 earnings call slides covering financial results for the quarter and year ended December 31, 2025. These materials provide performance details, non-GAAP measures, forward-looking statements, and updated information on its business and outlook.

How does Allegiant Travel (ALGT) treat the earnings information furnished in this report?

Allegiant designates the earnings press release and slides as furnished, not filed, under securities laws. This means the information is not subject to certain liability provisions and is not automatically incorporated into other company filings, unless specifically referenced later.

What non-GAAP financial measures does Allegiant (ALGT) reference in this disclosure?

The company states that both the press release and earnings call slides contain non-GAAP financial measures as defined under Regulation G. Management believes these measures help evaluate performance but stresses they are supplemental and not a replacement for GAAP-based financial information.

What forward-looking topics does Allegiant (ALGT) highlight in connection with its Sun Country merger?

Forward-looking statements address the announced merger with Sun Country Airlines, expected synergies, cost savings, potential growth, and business strategy. Allegiant also notes that integration complexity, regulatory approvals, deal timing, and dilution from share issuance could materially influence the combined company’s actual results.

Which key business risks does Allegiant Travel (ALGT) emphasize for investors?

Allegiant lists extensive risks, including Boeing aircraft delivery issues, fuel cost volatility, labor pressures, maintenance costs, data security, regulatory changes, economic conditions affecting leisure travel, and numerous uncertainties related to closing and integrating the Sun Country acquisition successfully.

How does Allegiant (ALGT) describe its future operations and growth outlook?

The company’s forward-looking statements discuss future airline operations, revenue, expenses, earnings, available seat mile growth, capital expenditures, aircraft acquisitions and retirements, and financing plans. Allegiant cautions that actual outcomes could differ significantly due to industry, economic, operational, and merger-related risks.