What pro forma earnings per share does Allegiant report after the Sun Country deal?

For the quarter ended March 31, 2026, Allegiant’s unaudited pro forma basic earnings per share are $2.66 and diluted earnings per share are $2.65 . For full-year 2025, the combined company shows a pro forma basic and diluted loss per share of $(1.93) .

Allegiant (NASDAQ: ALGT) outlines Sun Country merger impact and $500M notes

Q: What new debt is Allegiant issuing in 2026?

Allegiant has commenced a private offering of $500.0 million in aggregate principal amount of senior secured notes due 2031 . The notes will be guaranteed by most subsidiaries and secured by substantially all property and assets, excluding aircraft, engines, real estate and certain other assets.

Q: What aircraft financing transactions has Allegiant completed recently?

Since March 31, 2026, Allegiant drew $25.1 million under a predelivery deposit facility, borrowed $115.0 million under an aircraft secured credit facility, and accessed two additional aircraft financing facilities providing up to $176.0 million and $85.6 million , respectively, with multi‑year amortizing terms.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Allegiant Travel Company has completed its acquisition of Sun Country Airlines and released detailed unaudited pro forma financials showing how the combined airline would have looked for 2025 and the first quarter of 2026. The deal uses purchase accounting under U.S. GAAP and generates preliminary goodwill of $335.6 million on total preliminary consideration of about $976.0 million.

The company also describes recent aircraft financings and a balance-sheet reshaping. It has begun a private offering of $500.0 million of senior secured notes due 2031 and launched a cash tender offer for any and all of its $403.0 million 7.25% senior secured notes due 2027, with early tenders eligible to receive $1,005.00 per $1,000 principal amount. These steps aim to refinance nearer-term debt while funding fleet and growth initiatives following the Sun Country acquisition.

Insights

Allegiant pairs a large airline acquisition with significant debt refinancing.

Allegiant has closed the Sun Country acquisition with preliminary consideration of about $975.982M, allocating $335.573M to goodwill. Pro forma 2025 combined revenue is $3.738B, with a modest pro forma operating profit of $79.218M, highlighting a relatively thin earnings buffer against a sizeable balance sheet.

On the liability side, the company is layering in a new $500.0M senior secured notes due 2031 offering while tendering for all $403.0M of 7.25% senior secured notes due 2027. The new notes share collateral with existing secured debt and a $150.0M revolver, increasing secured leverage concentration.

The tender offers total consideration of $1,005.00 per $1,000 principal for early tenders, including a $50.00 early premium. The impact on future interest costs and coverage will depend on the coupon of the new 2031 notes and on how quickly the combined Allegiant–Sun Country platform can translate its broader route network and cargo operations into stronger, more stable cash flows.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Preliminary consideration transferred: $975.982M Pro forma revenue: $3.738B Pro forma net income (loss): -$52.175M +5 more

8 metrics

Preliminary consideration transferred $975.982M Total merger consideration for Sun Country under ASC 805

Pro forma revenue $3.738B Unaudited pro forma combined revenue, year ended December 31, 2025

Pro forma net income (loss) -$52.175M Unaudited pro forma combined net loss, year ended December 31, 2025

New senior secured notes $500.0M Aggregate principal amount of notes due 2031 in private offering

Existing 7.25% notes targeted $403.009M Outstanding principal of senior secured notes due 2027 in tender offer

Early tender total consideration $1,005.00 Cash per $1,000 principal for 7.25% notes tendered by June 23, 2026

Goodwill from merger $335.573M Preliminary goodwill recognized from Sun Country acquisition

Pro forma EPS (Q1 2026) $2.66 Unaudited pro forma basic earnings per share, three months ended March 31, 2026

Key Terms

unaudited pro forma condensed combined financial information, Merger Consideration, Senior Secured Notes, Tender Offer, +2 more

6 terms

unaudited pro forma condensed combined financial information financial

"Attached as Exhibit 99.1 are the unaudited pro forma condensed combined statements of income (loss)..."

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

Merger Consideration financial

"each share of Sun Country common stock... was converted into the right to receive $4.10 in cash... and 0.1557 shares... (the “Merger Consideration”)."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Senior Secured Notes financial

"has commenced an offering of $500.0 million in aggregate principal amount of Senior Secured Notes due 2031 (the “Notes”)."

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Tender Offer financial

"it is commencing a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding $403,009,000..."

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

ASC 805 financial

"The pro forma financial information reflects the pro forma effect of the Mergers using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805..."

ASC 805 is the U.S. accounting standard that governs how companies record and report business acquisitions, including how purchased assets, assumed liabilities and goodwill are measured on the buyer’s balance sheet. It matters to investors because the accounting choices under ASC 805 determine the reported value of an acquisition and future profit or loss effects—similar to how different ways of listing items in a household budget change the appearance of your finances and the story they tell.

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Understanding 8-K Material Events →

06/09/2026 - 08:22 AM

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): June 9, 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))

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

Item 7.01

Regulation FD Disclosure.

Pro Forma Financial Information

Attached as Exhibit 99.1 are (i) the unaudited pro forma condensed combined statements of income (loss) (referred to as the “pro forma income statements”) for the three months ended March 31, 2026, and for the year ended December 31, 2025, which combine the historical consolidated statements of income (loss) of Allegiant Travel Company (the “Company”) and Sun Country Airlines Holdings, Inc. (“Sun Country”), after giving effect to the acquisition of Sun Country and other adjustments (as described in the notes to the unaudited pro forma condensed combined financial information) as if they occurred on January 1, 2025; and (ii) the unaudited pro forma condensed combined statement of financial position (referred to as the “pro forma balance sheet”) as of March 31, 2026, which combines the historical condensed consolidated statements of financial position of the Company and Sun Country, after giving effect to the acquisition of Sun Country and other adjustments (as described in the notes to the unaudited pro forma condensed combined financial information) as if they had occurred on March 31, 2026. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The pro forma financial information has been made available to certain investors in connection with the issuance of the offering referenced in Item 8.01 below. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Aircraft Financing Transactions

Since March 31, 2026, the Company completed several aircraft financing transactions.

In April 2026, the Company completed the final drawdown of $25.1 million under our predelivery deposit financing facility, resulting in the facility being fully drawn.

In April 2026, the Company borrowed $115.0 million under an aircraft secured credit facility. The note bears interest at a variable rate based on three-month SOFR and is payable in quarterly installments over a term of 3 years.

In April 2026, the Company also entered into an aircraft financing facility providing for borrowings of up to $176.0 million, secured by new aircraft upon delivery. In May 2026, the Company drew $44.0 million available under the agreement. Borrowings under this facility bear interest at a variable rate based on three-month SOFR and is payable in quarterly installments over a term of 10 years.

In May 2026, the Company entered into an aircraft secured financing facility providing for borrowings of up to $85.6 million, of which $40.6 million was drawn in the same month. The note bears interest at a variable rate based on a three-month SOFR and is payable in quarterly installments over a term of 12 years.

Item 8.01

Other Events.

On June 9, 2026, the Company commenced an offering of $500.0 million in aggregate principal amount of its senior secured notes due 2031 (the “Notes) to investors in a private offering.

The Company also commenced a cash tender offer to purchase up to all of its outstanding $403.0 million in aggregate principal amount of 7.25% senior secured notes due 2027, upon the terms and subject to the conditions set forth in the Offer to Purchase.

The Company’s press release announcing the offering is attached hereto as Exhibit 99.2 and incorporated by reference herein. The Company’s press release announcing the tender offer is attached hereto as Exhibit 99.3 and incorporated by reference herein.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in contravention of applicable law. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction. The Notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Document

99.1	Unaudited Pro Forma Condensed Combined Financial Information

99.2	Press Release of Allegiant Travel Company, issued June 9, 2026

99.3	Press Release of Allegiant Travel Company, issued June 9, 2026

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Date: June 9, 2026	ALLEGIANT TRAVEL COMPANY

	By:	/s/ Robert J. Neal
	Name:	Robert J. Neal
	Title:	President, Chief Financial Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Transactions. On January 11, 2026, Sun Country Airlines Holdings, Inc. (“Sun Country”), Allegiant Travel Company (“Allegiant”), and two wholly owned subsidiaries of Allegiant, Mirage Merger Sub, Inc. and Sawdust Merger Sub, LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provided, among other things, for the acquisition of Sun Country by Allegiant through two mergers: (i) first, Mirage Merger Sub, Inc. would merge with and into Sun Country, with Sun Country surviving as a direct, wholly owned subsidiary of Allegiant (the “First Merger”); and (ii) second, immediately after the first merger, Sun Country would merge with and into Sawdust Merger Sub, LLC (“Merger Sub II”), with Merger Sub II surviving as a direct, wholly owned subsidiary of Allegiant (the “Second Merger” and, together with the First Merger, the “Mergers”). The Mergers were completed on May 13, 2026 (the “Closing Date”). See Note 1 to the unaudited pro forma condensed combined financial information.

Merger Consideration. For a description of the Merger Consideration, as defined below, in connection with the transactions, see Note 1 to the unaudited pro forma condensed combined financial information.

Treatment of Sun Country Equity Awards. For a description of the treatment of Sun Country equity awards in connection with the transactions, see Note 1 to the unaudited pro forma condensed combined financial information.

Pro forma financial information. The following unaudited pro forma condensed combined statements of income (loss) (referred to as the “pro forma income statements”) for the three months ended March 31, 2026, and for the year ended December 31, 2025, which combine the historical consolidated statements of income of Allegiant and Sun Country, after giving effect to the transactions and other adjustments (as described in the notes to the unaudited pro forma condensed combined financial information) as if they occurred on January 1, 2025. The unaudited pro forma condensed combined statement of financial position (referred to as the “pro forma balance sheet”) as of March 31, 2026, which combines the historical condensed consolidated statements of financial position of Allegiant and Sun Country, after giving effect to the transactions and other adjustments (as described in the notes to the unaudited pro forma condensed combined financial information) as if they had occurred on March 31, 2026. The pro forma income statements and pro forma balance sheet are collectively referred to as the “pro forma financial information”.

The pro forma financial information was prepared for illustrative and informational purposes only, in accordance with Regulation S-X Article 11, to demonstrate the estimated effects of the transactions and adjustments (referred to as “transaction accounting adjustments”), such as (i) the alignment of Sun Country’s statement of operations and financial position amounts to Allegiant’s presentation, (ii) adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed, (iii) transaction costs expected to be incurred by Allegiant, and (iv) the associated income tax impacts of recognizing these adjustments. The pro forma financial information was prepared using the acquisition method of accounting in accordance with U.S. Generally Accepted Accounting Principles (GAAP) with Allegiant identified as the accounting acquirer. The transaction accounting adjustments do not reflect any potential costs that may be incurred or benefits to be realized in connection with the Mergers, such as synergies, cost savings, innovation, and operational efficiencies; as well as potential post-merger costs, such as restructuring and integration charges.

The pro forma financial information is based on various adjustments and assumptions and is not necessarily indicative of what the combined statements of income or financial position would have actually been had the transaction accounting been completed as of the dates indicated above. Further, the pro forma financial information does not purport to project the future financial position or results of operations of the combined company after the transactions, which may differ materially and adversely from the pro forma financial information.

The pro forma financial information reflects transaction accounting adjustments that Allegiant believes are necessary to present fairly the pro forma income statements and pro forma balance sheet following the completion of the transactions as of and for the periods indicated above. As of the date of this filing, the necessary valuations to arrive at the required final estimates of the fair value and the related allocation of purchase price to acquired assets and liabilities have not been finalized, nor have all adjustments necessary to conform Sun Country’s accounting policies to those of Allegiant been identified. The value of Allegiant’s Common Stock distributed as of the Closing Date has been determined based on the market price of Allegiant’s Common Stock on the Closing Date. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The final purchase price allocation and measurement of Merger Consideration may be materially different than that reflected herein.

The pro forma financial information should be read in conjunction with the accompanying notes. In addition, the pro forma financial information was based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes:

The audited consolidated financial statements of Allegiant as of and for the year ended December 31, 2025 and the related notes, as included in Allegiant’s Annual Report on Form 10-K as filed with the SEC on February 26, 2026;

The audited consolidated financial statements of Sun Country as of and for the year ended December 31, 2025 and the related notes, as included in Sun Country’s Annual Report on Form 10-K as filed with the SEC on February 12, 2026;

The unaudited condensed consolidated financial statements of Allegiant as of and for the three months ended March 31, 2026 and the related notes, as included in Allegiant’s Quarterly Report on Form 10-Q as filed with the SEC on May 6, 2026; and

The unaudited condensed consolidated financial statements of Sun Country as of and for the three months ended March 31, 2026 and the related notes, as included in Sun Country’s Quarterly Report on Form 10-Q as filed with the SEC on May 1, 2026.

ALLEGIANT TRAVEL COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2026

(in thousands)

	Allegiant (Historical)			Sun Country (Reclassified) (Note 3)			Transaction Accounting Adjustments (Note 5)				Allegiant Pro Forma Combined

CURRENT ASSETS
Cash and cash equivalents	$	283,447			153,729		$	(376,626	)	a	$	60,550
Restricted cash		21,127			18,142			-				39,269
Short-term investments		618,716			66,029			(13,491	)	b		671,254
Accounts receivable		49,683			58,622			-				108,305
Expendable parts, supplies and fuel, net		43,815			15,000			-				58,815
Prepaid expenses and other current assets		50,600			43,914			(396	)	c		94,118
TOTAL CURRENT ASSETS	$	1,067,388		$	355,436		$	(390,513	)		$	1,032,311
Property and equipment, net		3,066,835			928,114			143,443		d		4,138,392
Goodwill		-			222,223			113,350		e		335,573
Long-term investments		31,392			-			13,491		b		44,883
Deferred major maintenance, net		143,634			-			-				143,634
Other intangible assets, net		-			72,219			(6,219	)	f		66,000
Operating lease right-of-use assets, net		60,301			13,589			-				73,890
Deposits and other assets		45,067			92,026			(783	)	c		128,346
								(7,964	)	g
TOTAL ASSETS:	$	4,414,617		$	1,683,607		$	(135,195	)		$	5,963,029
CURRENT LIABILITIES
Accounts payable		75,318			83,573			-				158,891
Accrued liabilities		186,660			72,256			(4,956	)	h		264,859
								10,899		i
Accrued pilot retention bonus		255,984			-			-				255,984
Current operating lease liabilities		10,380			3,685			-				14,065
Air traffic liability		488,801			138,220			-				627,021
Current loyalty program liability		40,119			9,765			-				49,884
Current maturities of long-term debt and finance lease obligations, net		121,346			122,294			-				243,640
TOTAL CURRENT LIABILITIES	$	1,178,608		$	429,793		$	5,943			$	1,614,344
LONG-TERM DEBT AND OTHER NONCURRENT LIABILITIES
Long-term debt and finance lease obligations, net		1,670,488			430,399			-				2,100,887
Deferred income taxes		322,897			46,902			19,976		k		389,775
Noncurrent operating lease liabilities		51,576			12,878			-				64,454
Noncurrent loyalty program liability		36,382			4,604			-				40,986
Other noncurrent liabilities		58,593			99,605			(87,137	)	j		71,061
TOTAL LIABILITIES:	$	3,318,544		$	1,024,181		$	(61,218	)		$	4,281,507
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Common stock, par value $0.001		26			620			(611	)	l		35
Treasury shares, at cost		(682,566	)		(125,881	)		125,881		l		(682,566	)
Additional paid-in capital		774,181			560,680			108,333		l		1,443,194
Accumulated other comprehensive income, net		3,403			(40	)		40		l		3,403
Retained earnings		1,001,029			224,047			(307,620	)	l		917,456
TOTAL EQUITY:	$	1,096,073		$	659,426		$	(73,977	)		$	1,681,522
TOTAL LIABILITIES AND EQUITY:	$	4,414,617		$	1,683,607		$	(135,195	)		$	5,963,029

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

ALLEGIANT TRAVEL COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Three Months Ended March 31, 2026

(in thousands, except per share data)

	Allegiant (Historical)			Sun Country (Reclassified) (Note 3)			Transaction Accounting Adjustments (Note 5)				Allegiant Pro Forma Combined

OPERATING REVENUES:
Passenger	$	671,799			228,050			-				899,849
Third party products		42,335			3,496			-				45,831
Fixed fee contracts		18,123			57,245			-				75,368
Cargo		-			46,089			1,477		m		47,566
Resort and other		175			3,528			-				3,703
Total operating revenues	$	732,432		$	338,408		$	1,477			$	1,072,317
OPERATING EXPENSES:
Salaries and benefits		218,085			104,191			(590	)	o		321,686
Aircraft fuel		180,241			72,901			-				253,142
Station operations		76,482			28,183			-				104,665
Depreciation and amortization		57,926			25,199			(5,450	)	p		81,026
								3,281		q
								70		r
Maintenance and repairs		35,216			20,423			(3,607	)	r		52,032
Sales and marketing		28,201			10,092			-				38,293
Aircraft lease rentals		7,461			-			-				7,461
Other		19,934			30,743			-				50,677
Special charges, net of recoveries		27,782			9,799			282		n		37,863
Total operating expenses	$	651,328		$	301,531		$	(6,014	)		$	946,845
OPERATING INCOME (LOSS)	$	81,104		$	36,877		$	7,491			$	125,472
OTHER (INCOME) EXPENSES:
Interest income		(8,714	)		(2,235	)		-				(10,949	)
Interest expense		29,227			9,238			(99	)	t		38,366
Capitalized interest		(4,291	)		(387	)		-				(4,678	)
Other, net		(1,142	)		(2	)		-				(1,144	)
Total other expenses	$	15,080		$	6,614		$	(99	)		$	21,595
INCOME BEFORE INCOME TAXES		66,024			30,263			7,590				103,877
INCOME TAX PROVISION		23,546			6,157			1,750		v		31,453
NET INCOME	$	42,478		$	24,106		$	5,840			$	72,424
Earnings per share to common shareholders (Note 6):
Basic	$	2.30		$	0.45						$	2.66
Diluted	$	2.30		$	0.43						$	2.65
Shares used for computation:
Basic		18,207			53,955							27,230
Diluted		18,219			56,374							27,304

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

ALLEGIANT TRAVEL COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (LOSS)

Year Ended December 31, 2025

(in thousands, except per share data)

	Allegiant (Historical)			Sun Country (Reclassified) (Note 3)			Transaction Accounting Adjustments (Note 5)				Allegiant Pro Forma Combined

OPERATING REVENUES:
Passenger	$	2,324,348		$	699,851		$	-			$	3,024,199
Third party products		143,188			11,959			-				155,147
Fixed fee contracts		77,647			224,227			-				301,874
Cargo		-			155,027			4,518		m		159,545
Resort and other		61,396			36,282			-				97,678
Total operating revenues	$	2,606,579		$	1,127,346			4,518			$	3,738,443
OPERATING EXPENSES:
Salaries and benefits		833,017			372,597			9,281		o		1,214,895
Aircraft fuel		639,731			213,480			-				853,211
Station operations		297,549			109,462			-				407,011
Depreciation and amortization		249,185			99,455			(20,047	)	p		344,602
								12,714		q
								3,295		r
Maintenance and repairs		149,938			80,349			(19,149	)	r		211,138
Sales and marketing		99,443			33,300			-				132,743
Aircraft lease rentals		36,488			-			-				36,488
Other		126,356			116,244			-				242,600
Special charges, net of recoveries		137,705			1,886			17,625		n		216,537
								59,321		s
Total operating expenses	$	2,569,412		$	1,026,773		$	63,040			$	3,659,225
OPERATING INCOME (LOSS)	$	37,167		$	100,573		$	(58,522	)		$	79,218
OTHER (INCOME) EXPENSES:
Interest income		(41,697	)		(6,973	)		-				(48,670	)
Interest expense		150,235			37,202			(308	)	t		187,129
Capitalized interest		(17,604	)		(341	)		-				(17,945	)
Other, net		1,107			474			10,190		u		11,771
Total other expenses	$	92,041		$	30,362		$	9,882			$	132,285
INCOME (LOSS) BEFORE INCOME TAXES	$	(54,874	)	$	70,211		$	(68,404	)		$	(53,067	)
INCOME TAX PROVISION (BENEFIT)		(10,177	)		17,402			(8,117	)	v		(892	)
NET INCOME (LOSS)	$	(44,697	)	$	52,809		$	(60,287	)		$	(52,175	)
Earnings (loss) per share to common shareholders (Note 6):
Basic	$	(2.48	)	$	0.99			-			$	(1.93	)
Diluted	$	(2.48	)	$	0.96			-			$	(1.93	)
Shares used for computation:
Basic		18,050			53,117			-				27,073
Diluted		18,050			54,860			-				27,073

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

ALLEGIANT TRAVEL COMPANY

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except per share amounts)

Note 1 – Description of the Mergers

On May 13, 2026, as part of the First Merger, Mirage Merger Sub, Inc. was merged with and into Sun Country, with Sun Country surviving as a wholly owned subsidiary of Allegiant. Immediately after the First Merger, Sun Country merged with and into Merger Sub II as part of the Second Merger, with Merger Sub II surviving as a wholly owned subsidiary of Allegiant.

Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of Sun Country common stock, par value $0.01 per share (“Sun Country Common Stock”), was converted into the right to receive $4.10 in cash, without interest (the “Cash Consideration”) and 0.1557 (the “Merger Exchange Ratio”) shares of Allegiant common stock, par value $0.001 per share (“Allegiant Common Stock”) (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”).

Treatment of Sun Country Equity Awards

Pursuant to the terms and conditions of the Merger Agreement, effective as of immediately prior to the consummation of the First Merger (the “First Effective Time”), by virtue of the Mergers:

•

All outstanding stock options to purchase a share of Sun Country Common Stock granted pursuant to any equity award plans of Sun Country (“Sun Country Equity Award Plans”) (each a “Sun Country Stock Option”), regardless of exercise price, were automatically converted into stock options to purchase Allegiant Common Stock (each an “Allegiant Stock Option”) immediately before the closing, with no action required by the holder (the “Converted Options” and each a “Converted Option”). Each Converted Option covers a proportionately adjusted number of shares of Allegiant Common Stock based on a ratio as determined under the Merger Agreement of approximately 0.2057 Allegiant Stock Option for one Sun Country Stock Option, has a proportionately adjusted exercise price, and is otherwise subject to the same terms and conditions as the Sun Country Stock Option;

•

Unless otherwise agreed with the holder of the award, each outstanding award of restricted stock units denominated in Sun Country Common Stock subject to time-based vesting restrictions (each a “Sun Country RSU Award”) granted pursuant to the Sun Country Equity Award Plans was assumed by Allegiant and converted into an Allegiant restricted stock unit award (each an “Allegiant RSU Award”) denominated in Allegiant Common Stock, based on a ratio as determined under the Merger Agreement of approximately 0.2057 Allegiant RSU Awards for one Sun Country RSU Award. The Allegiant RSU Awards otherwise have the same terms and conditions as the Sun Country RSU Awards, including any double‑trigger vesting protections;

•

Unless otherwise agreed with the holder of the award, each outstanding restricted stock unit award denominated in Sun Country Common Stock subject to performance-based vesting restrictions (each a “Sun Country PRSU Award”) granted pursuant to the Sun Country Equity Award Plans was assumed by Allegiant and converted into an Allegiant time-based restricted stock unit award (each an “Allegiant PRSU Award”) denominated in Allegiant Common Stock, based on a ratio as determined under the Merger Agreement of approximately 0.2057 Allegiant PRSU Awards for one Sun Country PRSU Award and converted based on an average performance factor of 125%. The Allegiant PRSU Awards have the same terms and conditions as the Sun Country PRSU Awards, including any double‑trigger vesting protections, provided that there are no longer any performance-based vesting conditions, and the Allegiant PRSU Awards are time-vesting awards eligible to vest on the last day of the performance period applicable to the Sun Country PRSU Award; and

•

With respect to non-employee Sun Country board members and former employees/service providers to Sun Country, each Sun Country Equity Award held by such individuals (each a “Non-Employee Sun Country Equity Award”) was fully vested (to the extent not yet vested), cancelled and converted into the right to receive Merger Consideration.

Treatment of Sun Country Warrant

Pursuant to the Warrant to Purchase Shares, dated as of December 13, 2019, as amended, by and between Amazon.com NV Investment Holdings LLC (“Amazon Holder”) and Sun Country (the “Sun Country Warrant”), Sun Country issued warrants to Amazon Holder to purchase an aggregate of up to 9,482,606 shares of Sun Country Common Stock at an exercise price of approximately $15.17 per share.

Pursuant to the terms of the Sun Country Warrant, any unvested warrant shares of the Sun Country Warrant became fully vested and immediately exercisable immediately prior to the consummation of the Mergers. The Sun Country Warrant was exercised as of immediately prior to the consummation of the Mergers on a net issuance exercise basis, and Amazon Holder received Merger Consideration of $12.3 million in form of Allegiant’s Common Stock and $3.9 million in form of Cash Consideration as a result of the exercise of the Sun Country Warrant.

Accordingly, the stock issuance and cash consideration issued in respect of the Sun Country Warrant is included in the preliminary consideration transferred. The expected loss on the settlement of the Sun Country Warrant is also reflected in the pro forma financial information.

Change-in-Control Payments

In conjunction with the Mergers, Allegiant is required to make certain change-in-control, retention and termination payments to employees of Sun Country (“Change-in-Control Payments”). Included in the Change-in-Control Payments are the payments below which are treated as post-combination expense of Allegiant.

•

Retention bonuses of $9.4 million, of which $5.4 million has vested and paid following the Closing Date, and an additional $4.0 million will be paid 90 days after the Closing Date;

•

Pro-rated annual incentive bonuses of $2.7 million to be paid within 30 days after the Closing Date;

•

Change-in-control bonuses of $0.8 million, subject to continued employment through the payment date and are expected to be paid after the Closing Date on each applicable payment date.

•

Dispatcher bonuses of $2.0 million to eligible employees, and subject to the achievement of certain milestones, are estimated to be paid two years after the Closing Date.

Severance payable to Sun Country’s officers

Certain officers of Sun Country were terminated as a result of the Mergers. In accordance with the preexisting terms outlined in their employment or separation agreements, which included provisions that require certain cash payments and accelerated vesting of equity-based awards upon both a change of control event and a subsequent termination (“dual-trigger arrangements”), these officers were entitled to cash severance payments of $5.3 million which are recognized as post-combination expense by Allegiant.

Settlement of Tax receivable liability

In connection with the Mergers, Allegiant did not legally assume Sun Country’s outstanding tax receivable liability; however, Allegiant settled such liability in cash for $80.5 million on the Closing Date. As the settlement was made for the benefit of Sun Country, the amount has been included as a component of the preliminary consideration transferred.

Note 2 – Basis of Presentation

The pro forma financial information was prepared in accordance with Article 11 of Regulation S-X. The historical consolidated financial statements of Allegiant and the historical consolidated financial statements of Sun Country were prepared in accordance with U.S. GAAP and presented in U.S. dollars.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, gives effect to the Mergers as if they had been completed on March 31, 2026, and combines the condensed consolidated balance sheet of Allegiant as of March 31, 2026 with the condensed consolidated balance sheet of Sun Country as of March 31, 2026.

The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026, and for the year ended December 31, 2025 gives effect to the Mergers as if they had been completed on January 1, 2025. The unaudited pro forma condensed combined statement of income for the three months ended March 31, 2026, and for the year ended December 31, 2025 combines the condensed consolidated statement of income of Allegiant for the three months ended March 31, 2026, and for the year ended December 31, 2025 and the condensed consolidated statement of operations of Sun Country for the three months ended March 31, 2026, and for the year ended December 31, 2025.

Additionally, as discussed in Note 3, certain reclassifications were made to conform the historical presentation of Sun Country consolidated financial statements to that of Allegiant’s financial statement presentation. The accounting policies used in the preparation of the pro forma financial information are those set out in Allegiant’s audited financial statements for the year ended December 31, 2025. Management conducted a preliminary evaluation of accounting policies used by Sun Country compared to accounting policies used by Allegiant and identified an accounting policy difference related to the recognition of maintenance expenses, which is primarily attributed to airframe heavy maintenance, as discussed in Note 5. Allegiant has historically deferred these costs and recognized them over the life of the applicable property and equipment, while Sun Country has historically expensed airframe heavy maintenance amounts as incurred and capitalized engine overhauls under the built-in overhaul method. Management also identified an accounting policy difference related to the classification of investments, as Allegiant classifies investments with maturities greater than one year as long-term, while Sun Country historically classified available-for-sale investments, which are held to support current operations, as short-term, as discussed in Note 5. Management did not identify any other material differences in the companies’ accounting policies. Since the completion of the Mergers, Allegiant is conducting a comprehensive review of Sun Country’s accounting policies, and as a result of that review, Allegiant may identify differences, which may differ materially from the information presented herein.

The pro forma financial information reflects the pro forma effect of the Mergers using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Allegiant as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and is based on the historical financial statements of Allegiant and Sun Country. Refer to Note 4 for additional information regarding the accounting treatment of the Mergers and preliminary purchase price allocation.

The pro forma financial information is presented for informational purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved had the Mergers been consummated on the dates indicated or that the combined company may achieve in future periods. The pro forma financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Mergers, or any integration costs that may be incurred. The transaction accounting adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that management believes are reasonable and supportable. As the pro forma financial information has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein.

Certain amounts included herein have been subject to rounding adjustments. Accordingly, amounts shown as totals in certain tables may not be the arithmetic aggregation of the amounts that precede them.

Note 3 –Reclassification Adjustments

Reclassification adjustments have been made to conform Sun Country’s historical financial statement presentation to Allegiant’s financial statement presentation in the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of income.

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

The following table presents a summary of reclassification adjustments to conform Sun Country’s historical condensed consolidated balance sheet information for the three months ended March 31, 2026 with Allegiant’s historical condensed consolidated balance sheet presentation for the three months ended March 31, 2026 (in thousands):

Allegiant (Historical)	Sun Country (Historical)	Sun Country March 31, 2026 Historical			Reclassification Adjustments				Sun Country March 31, 2026 (Reclassified)

CURRENT ASSETS	CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	153,729						$	153,729
Restricted cash	Restricted cash		18,142							18,142
Short-term investments	Investments		66,029							66,029
Accounts receivable	Accounts receivable, net		54,511			4,111		(k)		58,622
Expendable parts, supplies and fuel, net						15,000		(a)		15,000
	Inventory, net		12,183			(12,183	)	(a)		-
Prepaid expenses and other current assets						43,914		(b)		43,914
	Prepaid expenses		20,064			(13,136	)	(b)		-
						(2,817	)	(a)
						(4,111	)	(k)
	Other current assets		7,019			(7,019	)	(b)		-
	Short-term lessor maintenance deposits		23,759			(23,759	)	(b)		-
TOTAL CURRENT ASSETS	TOTAL CURRENT ASSETS	$	355,436			-				355,436

Property and equipment, net						928,114		(c)		928,114
	Aircraft and flight equipment		891,023			(891,023	)	(c)		-
	Aircraft and flight equipment held for operating lease		62,923			(48,798	)	(c)
						(14,125	)	(j)		-
	Ground equipment and leasehold improvements		52,667			(52,667	)	(c)
	Computer hardware and software		25,391			(25,391	)	(c)		-
	Finance lease assets		309,877			(309,877	)	(c)		-
	Rotable parts		31,879			(31,879	)	(c)		-
	Accumulated depreciation & amortization		(431,521	)		431,521		(c)		-
	Total property & equipment, net		942,239			(942,239	)	(c)		-
	Goodwill		222,223							222,223
	Other intangible assets, net		72,219							72,219
Long-term investments
Deferred major maintenance, net
Operating lease right-of-use assets, net	Operating lease right-of-use assets		13,589							13,589
Deposits and other assets						77,901		(d)		92,026
						14,125		(j)
	Aircraft deposits		5,575			(5,575	)	(d)		-
	Long-term lessor maintenance deposits		48,210			(48,210	)	(d)		-
	Other assets		24,116			(24,116	)	(d)		-
TOTAL ASSETS	TOTAL ASSETS	$	1,683,607			-			$	1,683,607

CURRENT LIABILITIES	CURRENT LIABILITIES
Accounts payable	Accounts payable	$	83,573						$	83,573
Accrued liabilities						58,966		(e)		72,256
						13,290		(i)
	Accrued salaries, wages, and benefits		40,849			(40,849	)	(e)		-
	Accrued transportation taxes		18,117			(18,117	)	(e)		-
										-
Accrued pilot retention bonus										-
Current operating lease liabilities	Operating lease obligations		3,685			-				3,685
Air traffic liability	Air traffic liabilities		138,220			-				138,220
Current loyalty program liability	Loyalty program liabilities		9,765			-				9,765
Current maturities of long-term debt and finance lease obligations, net						122,294		(f)		122,294
	Current maturities of long-term debt, net		62,089			(62,089	)	(f)		-
	Finance lease obligations		60,205			(60,205	)	(f)		-
	Other current liabilities		13,290			(13,290	)	(i)		-
TOTAL CURRENT LIABILITIES	TOTAL CURRENT LIABILITIES	$	429,793			-			$	429,793
LONG-TERM DEBT AND OTHER NONCURRENT LIABILITIES	LONG-TERM DEBT AND OTHER NONCURRENT LIABILITIES
Long-term debt and finance lease obligations, net						430,399		(g)		430,399
	Finance lease obligations		185,633			(185,633	)	(g)		-
	Long-term debt, net		244,766			(244,766	)	(g)		-
Deferred income taxes	Deferred tax liability		46,902							46,902
Noncurrent operating lease liabilities	Operating lease obligations		12,878							12,878
Noncurrent loyalty program liability	Loyalty program liabilities		4,604							4,604
Other noncurrent liabilities						99,605		(h)		99,605
	Other long-term liabilities		12,468			(12,468	)	(h)		-
	Income tax receivable agreement liability		87,137			(87,137	)	(h)		-
TOTAL LIABILITIES	TOTAL LIABILITIES	$	1,024,181		$	-			$	1,024,181

COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY
Common stock, par value $0.01	Common stock, par value $0.01	$	620						$	620
	Preferred stock with $0.01 par value									-
Treasury shares, at cost	Treasury shares, at cost		(125,881	)						(125,881	)
Additional paid-in capital	Additional paid-in capital		560,680							560,680
Accumulated other comprehensive income, net	Accumulated other comprehensive income		(40	)						(40	)
Retained earnings	Retained earnings		224,047							224,047
TOTAL EQUITY	TOTAL EQUITY		659,426			-				659,426
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,683,607		$	-			$	1,683,607

(a)

Reclassification of $12.2 million of inventory, net, and $2.8 million of fuel inventory included within prepaid expenses to Expendable parts, supplies and fuel, net.

(b)

Reclassification of $13.1 million of prepaid expenses, $7.0 million of other current assets and $23.8 million of short-term lessor maintenance deposits to prepaid expenses and other current assets

(c)

Reclassification of $891.0 million of aircraft and flight equipment, $48.8 million of aircraft and flight equipment held for operating lease, $52.7 million of ground equipment and leasehold improvements, $25.4 million of computer hardware and software, $309.9 million of finance lease assets, $31.9 million of rotable parts and $431.5 million of accumulated depreciation & amortization to property and equipment, net.

(d)

Reclassification of $5.6 million of aircraft deposits, $48.2 million of long-term lessor maintenance deposits and $24.1 million of other assets to deposits and other assets.

(e)

Reclassification of $40.8 million of accrued salaries, wages, and benefits and $18.1 million of accrued transportation taxes to accrued liabilities.

(f)

Reclassification of $62.1 million of current maturities of long-term debt, net and $60.2 million of finance lease obligations to current maturities of long-term debt and finance lease obligations, net.

(g)

Reclassification of $ 185.6 million of finance lease obligations and $244.8 million of long-term debt, net to long-term debt and finance lease obligations, net.

(h)

Reclassification of $12.5 million of other long-term liabilities and $87.1 million of income tax receivable agreement liability to other noncurrent liabilities.

(i)

Reclassification of $13.3 million of other current liabilities to accrued liabilities.

(j)

Reclassification of $14.1 million of aircraft and flight equipment held for operating lease to deposits and other assets.

(k)

Reclassification of $4.1 million of debit balance in income tax payable from prepaid expenses to accounts receivable, net

Unaudited Pro Forma Condensed Combined Statement of Income for the three months ended March 31, 2026

The following table presents a summary of reclassification adjustments to conform Sun Country’s historical condensed consolidated statement of operations information for the three months ended March 31, 2026, with Allegiant’s historical condensed consolidated statement of income presentation for the three months ended March 31, 2026 (in thousands):

Allegiant (Historical)	Sun Country (Historical)	Sun Country three months ended March 31, 2026 Historical			Reclassification Adjustments				Sun Country three months ended March 31, 2026 (Reclassified)

OPERATING REVENUES:
Passenger	Passenger	$	285,259		$	(57,209	)	(aa)	$	228,050
Third party products						3,496		(aa)		3,496
Fixed fee contracts						57,245		(aa)		57,245
Resort and other						3,528		(aa)		3,528
	Other		7,018			(7,060	)	(aa)		-
						42		(ff)
	Cargo		46,089			-				46,089
Total operating revenues	Total operating revenue	$	338,366		$	42			$	338,408

OPERATING EXPENSES:
Salaries and benefits	Salaries, wages, and benefits		104,191							104,191
Aircraft fuel	Aircraft fuel		72,901							72,901
Station operations						28,183		(bb)		28,183
	Ground handling		10,461			(10,461	)	(bb)		-
	Landing fees and airport rent		17,722			(17,722	)	(bb)		-
Depreciation and amortization	Depreciation and amortization		25,157			42		(ff)		25,199
Maintenance and repairs	Maintenance		20,423							20,423
Sales and marketing	Sales and marketing		10,092							10,092
Aircraft lease rentals										-
Other						30,743		(dd)		30,743
	Other operating, net		30,743			(30,743	)	(dd)		-
Special charges, net of recoveries						9,799		(cc)		9,799
	Special items, net		9,799			(9,799	)	(cc)		-
Total operating expenses	Total operating expenses	$	301,489		$	42				301,531
OPERATING INCOME (LOSS)	Operating income		36,877			-				36,877

OTHER (INCOME) EXPENSES:	Non-operating income (expense), net:
Interest income	Interest income		(2,235	)						(2,235	)
Interest expense	Interest expense		8,851			387		(ee)		9,238
Capitalized interest						(387	)	(ee)		(387	)
Other, net	Other, net		(2	)						(2	)
Total other expenses	Total non-operating expense, net	$	6,614			-			$	6,614
INCOME BEFORE INCOME TAXES	Income before income tax	$	30,263			-			$	30,263
INCOME TAX PROVISION	Income tax expense		6,157							6,157
NET INCOME	NET INCOME	$	24,106			-			$	24,106

(aa)	Reclassification of revenue amounts, which are summarized below:

(in thousands)	Passenger			Third Party Products		Fixed Fee Contracts		Resort & Other		Other
Historical Sun Country Balance	$	285,259								$	7,018
Reclassification of co-brand credit card, land & hotel, and partnership marketing revenue					3,496						(3.496	)
Reclassification of charter revenue		(57,245	)				57,245
Reclassification of aircraft lease revenue									3,528		(3,528	)
Reclassification of partnership and guaranteed revenue		36									(36	)
Reclassification of other revenue											42
Total reclassification adjustments		(57,209	)		3,496		57,245		3,528		(7,018	)
Reclassified revenue balance		228,050			3,496		57,245		3,528		-

(bb)	Reclassification of $10.5 million of ground handling and $17.7 million of landing fees & airport rent to station operations.

(cc)	Reclassification of $9.8 million of special items, net to special charges, net of recoveries.

(dd)	Reclassification of $30.7 million of other operating, net to other.

(ee)	Reclassification of interest expense of $0.4 million to capitalized interest.

(ff)	Reclassification of amortization of $0.04 million of aircraft lease premium included within other revenue to depreciation and amortization.

Unaudited Pro Forma Condensed Combined Statement of Income for the Year ended December 31, 2025

The following table presents a summary of reclassification adjustments to confirm Sun Country’s historical consolidated statement of operations information for the year ended December 31, 2025, with Allegiant’s historical consolidated statement of income presentation for the year ended December 31, 2025 (in thousands):

Allegiant (Historical)	Sun Country (Historical)	Sun Country Year ended December 31, 2025 Historical			Reclassification Adjustments				Sun Country Year ended December 31, 2025 (Reclassified)

OPERATING REVENUES:
Passenger	Passenger	$	923,129		$	(223,278	)	(aaa)	$	699,851
Third party products						11,959		(aaa)		11,959
Fixed fee contracts						224,227		(aaa)		224,227
Resort and other						36,282		(aaa)		36,282
	Other		48,613			(49,190	)	(aaa)		-
						577		(fff)
	Cargo		155,027							155,027
Total operating revenues	Total operating revenue	$	1,126,769		$	577			$	1,127,346

OPERATING EXPENSES:
Salaries and benefits	Salaries, wages, and benefits	$	372,597						$	372,597
Aircraft fuel	Aircraft fuel		213,480							213,480
Station operations						109,462		(bbb)		109,462
	Ground handling		44,701			(44,701	)	(bbb)		-
	Landing fees and airport rent		64,761			(64,761	)	(bbb)		-
Depreciation and amortization	Depreciation and amortization		98,878			577		(fff)		99,455
Maintenance and repairs	Maintenance		80,349							80,349
Sales and marketing	Sales and marketing		33,300							33,300
Aircraft lease rentals										-
Other						116,244		(ddd)		116,244
	Other operating, net		116,244			(116,244	)	(ddd)		-
Special charges, net of recoveries						1,886		(ccc)		1,886
	Special items, net		1,886			(1,886	)	(ccc)		-
Total operating expenses	Total operating expenses	$	1,026,196		$	577			$	1,026,773
OPERATING INCOME	Operating income	$	100,573			-			$	100,573

OTHER (INCOME) EXPENSES:	Non-operating income (expense), net:
Interest income	Interest income	$	(6,973	)					$	(6,973	)
Interest expense	Interest expense		36,861			341		(eee)		37,202
Capitalized interest						(341	)	(eee)		(341	)
Other, net	Other, net		474							474
Total other expenses	Total non-operating expense, net	$	30,362			-			$	30,362
INCOME BEFORE INCOME TAXES	Income before income tax	$	70,211			-			$	70,211
INCOME TAX PROVISION (BENEFIT)	Income tax expense		17,402							17,402
NET INCOME	NET INCOME	$	52,809			-			$	52,809

(aaa)

Reclassification of revenue amounts, which are summarized below:

(in thousands)	Passenger			Third Party Products		Fixed Fee Contracts		Resort & Other		Other
Historical Sun Country Balance	$	923,129			-		-		-	$	48,613
Reclassification of co-brand credit card, land & hotel, and partnership marketing revenue					11,959		-		-		(11,959	)
Reclassification of charter revenue		(224,227	)		-		224,227		-
Reclassification of aircraft lease revenue					-		-		36,282		(36,282	)
Reclassification of partnership and guaranteed revenue		949			-		-		-		(949	)
Reclassification of other revenue					-		-		-		577
Total reclassification adjustments		(223,278	)		11,959		224,227		36,282		(48,613	)
Reclassified revenue balance		699,851			11,959		224,227		36,282		-

(bbb)

Reclassification of $44.7 million of ground handling and $64.8 million of landing fees & airport rent to station operations.

(ccc)

Reclassification of $1.9 million of special items, net to special charges, net of recoveries.

(ddd)

Reclassification of $116.2 million of other operating, net to other.

(eee)

Reclassification of interest expense of $0.3 million to capitalized interest.

(fff)

Reclassification of amortization of $0.6 million of aircraft lease premium included within other revenue to depreciation and amortization.

Note 4 – Accounting Treatment and Preliminary Purchase Price Allocation

Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their acquisition date fair values, and transaction costs associated with the business combination are expensed as incurred. The excess of preliminary consideration transferred over the estimated fair value of identifiable assets acquired and liabilities assumed, if any, is allocated to goodwill.

The preliminary consideration transferred calculated in accordance with ASC 805 is based on the Merger Consideration, as delineated in the Merger Agreement, and other items, as applicable.

In accordance with ASC 805, Allegiant has assigned fair value to assets acquired and liabilities assumed using best estimates and assumptions as of the Closing Date. The determination of the estimated fair value of assets acquired requires significant judgment and often involves the use of various estimates and assumptions. To determine the preliminary estimate of fair values of assets acquired and liabilities assumed, management used benchmark studies in addition to the historical unaudited balance sheet of Sun Country as of March 31, 2026, collectively with the consequential tax effects of the Mergers.

The estimated fair values and purchase price allocation are preliminary and a final determination of the fair value of assets acquired, including any property and equipment, identifiable intangible assets, and liabilities assumed as of the acquisition date will be performed within one year of the Closing Date. Since the pro forma financial information has been prepared based on preliminary fair values, the final amounts may differ materially from the information presented herein.

Preliminary Consideration Transferred

The following table presents the preliminary consideration transferred:

(in thousands, except exchange ratio, share price, and per share data)	Amount
Shares of Sun Country Common Stock ⁽¹⁾		54,208
Exchange ratio		0.1557
Shares of Allegiant Common Stock to be issued		8,440
Allegiant Common Stock to be issued to non-employee holders ⁽³⁾		11
Allegiant closing share price ⁽²⁾		75.21
Total Stock Consideration per the Merger Agreement		635,651
Shares of Sun Country Common Stock ⁽¹⁾		54,208
Cash Consideration per share		4.10
Cash Consideration to be paid including cash consideration for fractional shares		222,265
Cash paid to non-employee holders ⁽³⁾		303
Total Cash Consideration per the Merger Agreement		222,568
Total Merger Consideration per the Merger Agreement		858,219
Cash paid to Amazon Holder ⁽⁴⁾		3,932
Value of Allegiant Common Stock issued to Amazon Holder ⁽⁴⁾		12,253
Repayment of Sun Country’s outstanding TRA Liability ⁽⁵⁾		80,461
Pre-combination value of replaced and accelerated Sun Country equity awards ⁽⁶⁾		21,117
Preliminary consideration transferred		975,982

(1)

The shares of Sun Country Common Stock is based on 54,208,163 shares of Sun Country Common Stock issued and outstanding as of May 13, 2026.

(2)

The value of the shares of Allegiant Common Stock issued is based on the closing share price of Allegiant common stock as of May 13, 2026.

(3)

Reflects the value of the cash and shares of Allegiant Common Stock issued to Sun Country’s non-employee holders in connection with the Mergers, as further described in Note 1.

(4)

Reflects the value of the cash and shares of Allegiant Common Stock issued to Amazon Holder in connection with the settlement of the Sun Country Warrant, as further described in Note 1.

(5)

Reflects the cash paid for the settlement of Sun Country’s tax receivable liability in connection with the Mergers.

(6)

Reflects the pre-combination fair-value-measure of the Sun Country Stock Options, Sun Country RSU Awards, and Sun Country PRSU Awards that are assumed or settled by Allegiant, as applicable, as further described in Note 1.

Preliminary Purchase Price Allocation

The following table presents the preliminary purchase price allocation as if the Mergers had been completed on March 31, 2026:

(in thousands)	Preliminary Fair Value
Total preliminary Merger Consideration	$	975,982
Assets
Cash and cash equivalents	$	153,729
Restricted cash		18,142
Short-term investments		52,538
Accounts receivable		58,622
Expendable parts, supplies and fuel, net		15,000
Prepaid expenses and other current assets		43,518
Property and equipment, net		1,071,557
Other Intangible Assets, net		66,000
Long-term investments		13,491
Operating lease right-of-use assets, net		13,589
Deposits and other assets		91,243
Total assets		1,597,429
Liabilities
Accounts payable	$	83,573
Accrued liabilities		72,256
Current operating lease liabilities		3,685
Air traffic liability		138,220
Current loyalty program liability		9,765
Current maturities of long-term debt and finance lease obligations, net		122,294
Long-term debt and finance lease obligations, net		430,399
Deferred income taxes		66,878
Noncurrent operating lease liabilities		12,878
Noncurrent loyalty program liability		4,604
Other noncurrent liabilities		12,468
Total liabilities		957,020
Net assets		640,409
Goodwill		335,573

Note 5 – Transaction Accounting Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, reflects the following adjustments:

Reflects a net decrease to cash and cash equivalents of $376.6 million as a result of the payment of Cash Consideration of $307.0 million, payment of transaction costs of $64.3 million and payment of retention bonuses of $5.3 million due at closing as part of the Change-in-Control Payments.

Represents the adjustment of $13.5 million to present Sun Country’s investments with maturities greater than one year within long-term investments to conform Sun Country’s historical accounting treatment to Allegiant’s accounting policy, as further discussed in Note 2.

Reflects an adjustment of $1.2 million to eliminate existing deferred financing costs related to Sun Country’s historical revolving credit facility, which was terminated on the Closing Date.

Represents the adjustment of $143.4 million to property and equipment, net, to reflect the preliminary fair value of $1,071.6 million for assets acquired in connection with the Mergers. Refer to Note 5(p) for details of acquired property and equipment.

Reflects a net adjustment of $113.4 million to goodwill, which represents the preliminary goodwill of $335.6 million recognized as a result of the Mergers, as discussed in Note 4, and the elimination of Sun Country’s historical goodwill of $222.2 million. The goodwill is not expected to be deductible for tax purposes.

Represents a decrease of $6.2 million to other intangible assets, net to reflect the preliminary fair value of $66.0 million for identifiable intangible assets acquired in connection with the Mergers and the elimination of Sun Country’s historical intangible assets related to prior acquisitions of $72.2 million. Refer to Note 5(q) for details of acquired identifiable intangible assets.

Reflects a decrease in other assets of $8.0 million related to the elimination of a contract asset related to the Sun Country Warrant settled with Amazon Holder in conjunction with the Mergers.

Reflects a reversal of accrued liabilities of $5.0 million related to transaction costs (primarily legal and professional services fees), which were incurred in the historical financial statements and paid upon the Closing Date.

Reflects an increase in accrued liabilities of $10.9 million related to Change-in-Control Payments, including severance payments of $5.3 million payable to Sun Country’s officers, that are due to be paid after the Closing Date. While the pro-rated annual incentive bonuses of $1.2 million and change-in-control bonuses of $0.4 million are expected to be paid after the Closing Date on each applicable payment date and $4.0 million of the retention bonuses do not vest until 30 and 90 days after the Closing Date, the full payment amount is reflected, as it is probable that the payments will be made.

Reflects the elimination of $87.1 million of Sun Country’s tax receivable liability which was settled in connection with the Mergers.

Represents an increase of $20.0 million to deferred income taxes due to an increase in net deferred tax liabilities related to the estimated impact of purchase price adjustments in connection with the Mergers.

Represents the adjustments to equity, which are summarized in the table below:

(in thousands)	Common Stock Outstanding			Treasury Shares		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income
Elimination of historical Sun Country’s equity		(620	)		125,881		(560,680	)		(224,047	)		40
Issuance of Allegiant Common Stock in connection with the Mergers (Note 4)		9					669,013
Elimination of contract asset attributed to Sun Country Warrant (Note 5(g))										(7,964	)
Estimated transaction costs (Note 5(h), 5(s))										(59,322	)
Change-in-Control Payments (Note 5(a), 5(i), 5(n))										(16,287	)
Total pro forma adjustments	$	(611	)	$	125,881	$	108,333		$	(307,620	)	$	40

Unaudited Pro Forma Condensed Combined Statement of income for the three months ended March 31, 2026, and for the Year ended December 31, 2025

The unaudited pro forma condensed combined statement of income for the three months ended March 31, 2026, and for the year ended December 31, 2025 reflects the following adjustments:

Reflects the increase to cargo revenue of $1.5 million for the three months ended March 31, 2026, and $4.5 million for the year ended December 31, 2025, related to the elimination of contra-revenue as a result of the exercise of the Sun Country Warrant, as further described in Note 1.

Reflects increases to special charges, net expense of $0.3 million for the three months ended March 31, 2026, and $17.7 million for the year ended December 31, 2025, related to the Change-in-Control Payments, including severance payment of $5.3 million payable to Sun Country’s officers that Allegiant expects to incur related to the Mergers.

Reflects a decrease of $0.6 million to salaries and benefits expense for the three months ended March 31, 2026 and increase to salaries and benefits expense of $9.3 million for the year ended December 31.2025 respectively, of non-cash share-based compensation expense, net of tax, related to the Sun Country Stock Options, Sun Country RSU Awards, and Sun Country PRSU Awards outstanding immediately prior to the closing, which are converted into awards of Allegiant Stock Options, Allegiant RSU Awards, and Allegiant PRSU Awards, respectively, as further described in Note 1.

Reflects the decrease in depreciation expense related to the fair value step-up in property and equipment, net, as further described in Note 5(d), which is calculated as follows:

(in thousands)	Preliminary Fair Value			Estimated Useful Life (Years)	For the three months ended March 31, 2026			For the year ended December 31, 2025
Flight equipment ⁽¹⁾	$	1,020,814		10 years	$	16,320		$	65,282
Computer hardware and software		12,949		3 years		1,079			4,316
Land and buildings/leasehold improvements		8,283		10 years		254			1,017
Other property and equipment		29,511		6-8 years		1,054			4,216
Total property and equipment, net at pro forma fair value	$	1,071,557			$	18,707		$	74,831
Less: Sun Country historical property and equipment, net and depreciation expense	$	(928,114	)		$	(24,157	)	$	(94,878	)
Total pro forma adjustments to depreciation expense	$	143,443			$	(5,450	)	$	(20,047	)

(1)

The $1,020.8 million of acquired flight equipment includes equipment with an estimated acquisition-date fair value of $978.4 million, which will be depreciated to its residual value of $368.0 million over its useful life of 10 years, and equipment with an estimated acquisition-date fair value of $42.4 million, which will be fully depreciated over its useful life of 10 years.

q)	Reflects the incremental amortization expense related to identifiable intangible assets further described in Note 5(f), which is calculated as follows:

(in thousands)	Preliminary Fair Value			Estimated Useful Life	For the three months ended March 31, 2026			For the year ended December 31, 2025
Tradename	$	17,000		2-3 years	$	1,700		$	6,800
Co-Branding / Marketing Agreement		11,000		2-3 years		1,100			4,400
Customer relationships - Passengers		17,000		4-7 years		773			3,091
Customer relationships - Cargo		21,000		5-9 years		750			3,000
Total other intangible assets at pro forma fair value	$	66,000			$	4,323		$	17,291
Less: Sun Country historical other intangible assets, net and amortization expense	$	(72,219	)		$	(1,042	)	$	(4,577	)
Total pro forma adjustments to amortization expense	$	(6,219	)		$	3,281		$	12,714

Reflects the adjustments to recognize an incremental $0.1 million for the three months ended March 31, 2026, and $3.3 million for the year ended December 31, 2025 in depreciation and amortization expense and a reduction of $3.6 million for the three months ended March 31, 2026, and $19.1 million for the year ended December 31, 2025 in maintenance and repairs expense to conform Sun Country’s historical accounting treatment of heavy maintenance expense with Allegiant’s accounting policy, as described in Note 2.

s)	Reflects increases to special charges, net of $59.3 million for the year ended December 31, 2025, related to non-recurring transaction costs (primarily legal and professional services fees) not reflected in the historical financial statements that Allegiant has incurred related to the Mergers.

Reflects a decrease in interest expense of $0.1 million for the three months ended March 31, 2026, and $0.3 million for the year ended December 31, 2025, related to Sun Country’s historical interest expense recognized in relation to its revolving credit facility, which was terminated in connection with the Mergers.

u)	Reflects the increase of $10.2 million in other, net for the year ended December 31, 2025, related to the loss on settlement of Sun Country warrants in connection with the Mergers.

Reflects an increase in income tax expense of $1.8 million for the three months ended March 31, 2026, and decrease in income tax expense of $8.1 million for the year ended December 31, 2025, resulting from the income tax impact of pro forma adjustments utilizing a blended effective tax rate of 22.97% for the three months ended March 31, 2026, and 11.97% for the year ended December 31, 2025.

Note 6 – Earnings (Loss) per Share

The following table presents the calculation of pro forma basic and diluted earnings (loss) per share for the three months ended March 31, 2026, and for the year ended December 31, 2025:

(In thousands, except per share data)	For the three months ended March 31, 2026		For the year ended December 31, 2025
Numerator (basic and diluted):
Pro forma net income attributable to common shares	$	72,424	$	(52,175	)

Denominator for Basic
Historical weighted-average number of common shares outstanding		18,207		18,050
Shares of Allegiant’s common stock issued as consideration transferred		8,452		8,452
Sun Country’s equity awards converted to Allegiant Common Stock		422		422
Shares of Allegiant ‘s common stock issued to Amazon Holder		149		149
Total weighted average shares outstanding (basic)		27,230		27,073

Denominator for Diluted
Historical weighted-average number of common shares outstanding		18,219		18,050
Shares of Allegiant’s common stock issued as consideration transferred		8,452		8,452
Sun Country’s equity awards converted to Allegiant Common Stock		422		422
Shares of Allegiant’s common stock issued to Amazon Holder		149		149
Replacement of Sun Country’s equity awards and options		62		-
Total weighted average shares outstanding (diluted)		27,304		27,073

Pro forma earnings (loss) per share:
Basic	$	2.66	$	(1.93	)
Diluted	$	2.65	$	(1.93	)

A net loss cannot be diluted. When a company is in a net loss position, basic and diluted loss per share are the same. The 8.45 million shares of Allegiant Common Stock to be issued in connection with the Mergers and 0.42 million shares of Allegiant Common Stock expected to be issued in connection with the acceleration of Sun Country’s equity awards, which includes the Sun Country RSU Awards, Sun Country PRSU Awards, and Sun Country Stock Options, and the 0.15 million shares of Allegiant Common Stock expected to be issued to Amazon Holder as part of the settlement of the Sun Country Warrant are assumed to be outstanding for the entirety of the period presented.

The computation of pro forma diluted weighted-average shares outstanding for the year ended December 31, 2025, excludes approximately 0.1 million shares that would have resulted from the conversion of Allegiant’s 2014 Employee Stock Purchase Plan (“ESPP”), unvested Allegiant RSU Awards, and Allegiant equity awards issued to replace Sun Country equity awards under the treasury stock method because the effect would have been anti-dilutive. Upon Allegiant generating net income in future years, the denominator of a diluted earnings per share calculation will include both the weighted average number of shares outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive.

Exhibit 99.2

ALLEGIANT TRAVEL COMPANY ANNOUNCES OFFERING OF SENIOR SECURED NOTES

LAS VEGAS, June 9, 2026 /PRNewswire/ -- Allegiant Travel Company (NASDAQ: ALGT) (the “Company,” “we,” “us,” or “our”) has commenced an offering of $500.0 million in aggregate principal amount of Senior Secured Notes due 2031 (the “Notes”) to investors in a private offering.

Each of the Company’s subsidiaries, other than Dustland, LLC and certain other insignificant subsidiaries (the “Guarantors”), will guarantee the Notes. The Notes and the related guarantees will be secured by security interests in substantially all of the property and assets of the Company and the Guarantors, excluding aircraft, aircraft engines, real property and certain other assets (the “Collateral”). Some of the Collateral, other than the property and assets of Sun Country Airlines Holdings, Inc. and its subsidiaries which will secure the Notes and the related guarantees, currently secures the Company’s existing $403.0 million 7.25% Senior Secured Notes due 2027 (the “Existing Notes”) as well as a currently undrawn $150.0 million revolving credit facility.

The Company will use the net proceeds from the sale of the Notes to refinance in full the Existing Notes and all interest, costs, fees, expenses and other amounts due and payable in respect thereof and to use the balance for general corporate purposes.

The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

Allegiant – Together We Fly™

Las Vegas-based Allegiant (NASDAQ: ALGT) is an integrated travel company with an airline at its heart, focused on connecting customers with the people, places and experiences that matter most. Through Allegiant Air and Sun Country Airlines, the company serves approximately 22 million annual customers across scheduled passenger, charter and cargo operations. Together, the airlines operate more than 650 routes serving nearly 175 cities throughout the United States and select international destinations. Allegiant is committed to providing affordable travel options, operational excellence and long-term value for customers, employees, communities and shareholders. For more information, visit Allegiant.com.

Media information, including photos, is available at http://gofly.us/iiFa303wrtF

Media Inquiries: mediarelations@allegiantair.com

Investor Inquiries: ir@allegiantair.com

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in contravention of applicable law.

Exhibit 99.3

ALLEGIANT TRAVEL COMPANY ANNOUNCES LAUNCH OF TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.250% SENIOR SECURED NOTES DUE 2027

LAS VEGAS. June 9, 2026 – Allegiant Travel Company (NASDAQ: ALGT) (the “Company,” “we,” “us,” or “our”) announced today that it is commencing a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding $403,009,000 remaining aggregate principal amount of 7.250% Senior Secured Notes Due 2027 (the “Notes”). In connection with the Tender Offer, the Company is also seeking consents (the “Consent Solicitation”) to proposed amendments (the “Proposed Amendments”) to the Indenture, dated as of August 17, 2022 (the “Indenture”), which governs the Notes, that would eliminate most of the restrictive covenants and certain events of default applicable to the Notes, and amend certain other provisions applicable to the Notes.

Information related to the Notes and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. The terms and conditions of the Tender Offer and Consent Solicitation are described in greater detail in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2026 (the “Statement”), which holders of the Notes (each a “Holder” and collectively the “Holders”) should carefully read before making any decision with respect to the Tender Offer and Consent Solicitation.

CUSIP No.		Title of Security		Outstanding Principal Amount				Tender Offer Consideration ⁽¹⁾				Early Tender Premium ⁽²⁾				Total Consideration ⁽³⁾
144A: 01748X AD4 Reg S: U0177P AC2		7.250% Senior Secured Notes due 2027		$	403,009,000			$	955.00			$	50.00				1,005.00

(1)	Per $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Expiration Time (as defined below) and excludes accrued and unpaid interest.

(2)	Per $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline (as defined below).

(3)	Includes the Tender Offer Consideration plus the Early Tender Premium (as defined below) and excludes accrued and unpaid interest.

Holders who validly tender their Notes and thereby deliver their consents at or prior to 5:00 p.m., New York City time, on June 23, 2026, unless extended or earlier terminated by the Company (the “Early Tender Deadline”) will be eligible to receive total consideration (the “Total Consideration”) of $1,005.00 per $1,000 principal amount of Notes, which includes the consideration for the Notes validly tendered (and not validly withdrawn), pursuant to the Statement, of $955.00 per $1,000 principal amount of such Notes (the “Tender Offer Consideration”) and the early tender premium of $50.00 per $1,000 principal amount of such Notes (the “Early Tender Premium”). Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration. A Holder cannot deliver a consent with respect to the Notes without tendering its corresponding Notes or tender its Notes without delivering a corresponding consent. Holders of Notes who tender their Notes will be deemed by virtue of such tender to have delivered their consent to the Proposed Amendments.

Holders who validly tender their Notes after the Early Tender Deadline, but at or prior to 5:00 p.m., New York City time, on July 9, 2026, unless extended or earlier terminated by the Company (such time and date as the same may be extended or earlier terminated, the “Expiration Time”) will be eligible to receive only the Tender Offer Consideration, plus accrued and unpaid interest, for such Notes if such Notes are accepted for purchase, and will not be entitled to the Early Tender Premium.

Upon the terms and subject to the conditions described in the Statement, the Company reserves the right, but is under no obligation, at any point after the Early Tender Deadline and at or before the Expiration Time, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline (the settlement date of such purchase, the “Initial Settlement Date”). The Initial Settlement Date, if the Company chooses to exercise its option to have an Initial Settlement Date, for the Tender Offer will be determined at the Company’s option and will be a business day the Company chooses after both the Early Tender Deadline and the satisfaction or waiver of the conditions to consummation of the Tender Offer and the Consent Solicitation, and is currently expected to be June 24, 2026 unless extended by the Company. Upon the terms and subject to the conditions described in the Statement, Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time, will be accepted for purchase promptly after the Expiration Time. If the Company elects not to have an Initial Settlement Date, it will purchase all Notes validly tendered and not withdrawn, if it purchases any at all, on the Final Settlement Date.

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the date on which such Notes are purchased.

With respect to any Notes not purchased in the Tender Offer, the Company may choose, but has no obligation, to satisfy and discharge the Indenture by sending a notice of redemption to the Trustee under the Indenture for the redemption of all outstanding Notes on August 15, 2026, at a price equal to 100.00% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but not including, the date of redemption.

Tendered Notes may be withdrawn, and consents thereby revoked, at any time at or before the Early Tender Deadline. Holders who tender their Notes after the Early Tender Deadline, but on or prior to the Expiration Time, may not withdraw their tendered Notes, except in certain limited circumstances where additional withdrawal rights are required by law. A valid withdrawal of tendered Notes will constitute the concurrent valid revocation of such Holder’s related consent.

If the Company receives the written consent of the Holders of at least a majority in principal amount of the outstanding Notes to the Proposed Amendments, the Company will promptly after the Early Tender Deadline execute a supplement to the Indenture (the “Supplemental Indenture”) in order to effect the Proposed Amendments. The Supplemental Indenture will become effective on the Initial Settlement Date or, if there is no Initial Settlement Date, on the Final Settlement Date. The Supplemental Indenture is described in greater detail in the Statement.

The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including the Company successfully completing a debt financing as described in the Statement. Subject to applicable law, the Company may also extend, amend or terminate the Tender Offer and Consent Solicitation at any time before the Expiration Time in its sole discretion.

The Company has retained Barclays Capital Inc. to act as dealer-manager and solicitation agent for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation will act as the Information Agent and the Tender Agent for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation should be directed to Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll-free). Requests for documentation should be directed to Global Bondholder Services Corporation at (855) 654-2014 (toll-free), (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com.

This press release does not constitute a notice of redemption with respect to the Notes.

This press release is not an offer to buy any securities and does not constitute a solicitation of consents of Holders and shall not be deemed an offer to buy or a solicitation of consents with respect to any other securities of the Company. The Tender Offer and Consent Solicitation will be made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal. All statements herein regarding the terms of the Tender Offer and Consent Solicitation, the Proposed Amendments, the Supplemental Indenture and the Indenture are qualified in their entirety by reference to the text of the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal, the Supplemental Indenture and the Indenture. The completion of the Tender Offer and the Consent Solicitation and the execution of the Supplemental Indenture are subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement. There can be no assurance that either of the Tender Offer or the Consent Solicitation will be consummated.

Allegiant – Together We Fly™

Media Inquiries: mediarelations@allegiantair.com

Investor Inquiries: ir@allegiantair.com

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in contravention of applicable law. This press release does not constitute a notice of redemption with respect to the Notes.

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,” “anticipate,” “intend,” “plan,” “estimate”, “project”, “hope” or similar expressions. Forward-looking statements in this communication are based on Allegiant’s current expectations about the Tender Offer and certain assumptions made by Allegiant, all of which are subject to change.

Such forward-looking statements also include statements related to the Tender Offer described herein, including the Expiration Time, the Early Tender Deadline, the Initial Settlement Date, the possible completion of the Tender Offer and Consent Solicitation and any intention to redeem the Notes. When considering forward-looking statements, a reader should keep in mind the risk factors and other cautionary statements included and incorporated by reference in Offer to Purchase and Consent Solicitation Statement. Should one or more of the risks and uncertainties described or incorporated by reference in Offer to Purchase and Consent Solicitation Statement occur, or should underlying assumptions prove incorrect, our actual results and plans could 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.

Forward-looking statements in this communication are qualified by and should be read together with, the risk factors referenced above and the risk factors included in Allegiant’s annual and quarterly reports as filed with the Securities and Exchange Commission, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements.

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 disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Source: View Original Filing on SEC EDGAR

FAQ

What did Allegiant Travel Company (ALGT) pay for the Sun Country acquisition?

Allegiant’s preliminary consideration for acquiring Sun Country totals about $975.982 million. This includes cash, Allegiant common stock issued under the merger terms, settlement of Sun Country’s tax receivable liability, equity award replacement value and amounts tied to the exercised Amazon warrant.

How does the Allegiant–Sun Country merger affect pro forma revenue and income?

The combined company’s unaudited pro forma revenue for 2025 is about $3.738 billion with pro forma operating income of roughly $79.218 million. For the quarter ended March 31, 2026, pro forma revenue is $1.072 billion and operating income is about $125.472 million.

What new debt is Allegiant issuing in 2026?

Allegiant has commenced a private offering of $500.0 million in aggregate principal amount of senior secured notes due 2031. The notes will be guaranteed by most subsidiaries and secured by substantially all property and assets, excluding aircraft, engines, real estate and certain other assets.

How is Allegiant refinancing its 7.25% senior secured notes due 2027?

Allegiant launched a cash tender offer for any and all of its remaining $403.009 million 7.25% senior secured notes due 2027. Early tenders at or before June 23, 2026 can receive total consideration of $1,005.00 per $1,000 principal amount, including a $50.00 early tender premium.

What aircraft financing transactions has Allegiant completed recently?

Since March 31, 2026, Allegiant drew $25.1 million under a predelivery deposit facility, borrowed $115.0 million under an aircraft secured credit facility, and accessed two additional aircraft financing facilities providing up to $176.0 million and $85.6 million, respectively, with multi‑year amortizing terms.

Filing Exhibits & Attachments

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Allegiant (NASDAQ: ALGT) outlines Sun Country merger impact and $500M notes

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FAQ

What did Allegiant Travel Company (ALGT) pay for the Sun Country acquisition?

How does the Allegiant–Sun Country merger affect pro forma revenue and income?

What new debt is Allegiant issuing in 2026?

How is Allegiant refinancing its 7.25% senior secured notes due 2027?

What aircraft financing transactions has Allegiant completed recently?

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Allegiant (NASDAQ: ALGT) outlines Sun Country merger impact and $500M notes

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Insights

Credit & capital structure analyst neutral

8-K Event Classification

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FAQ

What did Allegiant Travel Company (ALGT) pay for the Sun Country acquisition?

How does the Allegiant–Sun Country merger affect pro forma revenue and income?

What new debt is Allegiant issuing in 2026?

How is Allegiant refinancing its 7.25% senior secured notes due 2027?

What pro forma earnings per share does Allegiant report after the Sun Country deal?

What aircraft financing transactions has Allegiant completed recently?

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