[8-K] Allegiant Travel Company Reports Material Event

Rhea-AI Filing Summary

Twist Bioscience (TWST) filed a Form 144 indicating that Paula Green intends to sell up to 1,255 common shares through Fidelity on or after 4 Aug 2025. At the filing’s reference price, the proposed sale equals an aggregate market value of $35,596.95, representing only 0.002% of the 59.9 million shares outstanding. The shares were acquired via restricted-stock vesting on 1 Aug 2025 and are being sold as compensation-related disposals.

Green has already sold 3,020 shares over the past three months across five transactions, generating $102,916.31 in gross proceeds. No other insiders or affiliates are listed in the notice. The filer certifies no undisclosed adverse information and affirms compliance with Rule 144 requirements.

The planned sale is immaterial to corporate float but may interest investors tracking insider sentiment, as it continues a modest pattern of personal share disposals.

Positive

• None.

Negative

• Continued insider selling may be interpreted as reduced personal conviction, though volumes are small.

Insights

Securities Analyst

TL;DR: Small insider sale (0.002% float); signals limited but continued selling trend—unlikely to move stock.

The proposed 1,255-share sale is de minimis relative to 59.9 m outstanding shares and follows 3,020 shares sold since May. The dollar amounts (<$140k including prior sales) are too small to influence liquidity or valuation. Nonetheless, repeated insider disposals can weigh on sentiment, particularly for growth names where insider conviction is scrutinised. Investors may note the absence of offsetting insider buys. Overall impact: neutral.

Corporate Governance Expert

TL;DR: Filing confirms compliance with Rule 144; no red flags beyond routine compensation-linked sales.

Green’s shares stem from restricted-stock vesting, a standard executive incentive vehicle. Timely Form 144 submission shows adherence to disclosure norms, easing governance risk. Aggregate selling below 1% of daily volume limits suggests no manipulation concerns. Lack of other insiders in the notice and statement of no undisclosed MNPI further reduce risk. Governance impact: neutral.

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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): August 4, 2025

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 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 August 4, 2025, 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 ended June 30, 2025.

This information is being furnished under Item 2.02 of Form 8-K. This report and Exhibit 99.1 are deemed to be furnished and are not considered “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: The press release contains 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 2Q25 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 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 , 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 implement the announced alliance with Viva Aerobus and to otherwise 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, the ability to close the sale of Sunseeker Resort on the agreed terms, 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.

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 August 4, 2025
99.2			2Q25 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: August 4, 2025			ALLEGIANT TRAVEL COMPANY
			By:			/s/ Robert J. Neal
			Name:			Robert J. Neal
			Title:			Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.			Description of Document
99.1			Press Release issued by Allegiant Travel Company on August 4, 2025
99.2			2Q25 Earnings Call Slides

FAQ

How many Twist Bioscience shares is Paula Green planning to sell?

The Form 144 covers 1,255 common shares.

What is the market value of the proposed sale by TWST insider?

At the reference price the sale is valued at $35,596.95.

When can the TWST shares be sold under this Form 144?

The approximate sale date disclosed is 08/04/2025.

How many Twist Bioscience shares has the insider already sold in the last 3 months?

The filing lists 3,020 shares sold between 5 May 2025 and 2 Jul 2025 for $102,916.31 gross proceeds.

What percentage of Twist Bioscience’s outstanding shares does the planned sale represent?

The 1,255 shares equal roughly 0.002% of the 59,916,141 shares outstanding.

How were the shares being sold originally acquired?

They vested as restricted stock compensation on 1 Aug 2025.