Allegiant director reports 5,894 shares after merger
Allegiant Travel Company director Thomas C. Kennedy filed an initial ownership report showing common stock received through Allegiant’s merger with Sun Country Airlines.
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Form Type
3
Rhea-AI Filing Summary
Allegiant Travel Company director Thomas C. Kennedy filed an initial ownership report showing common stock received through Allegiant’s merger with Sun Country Airlines. On May 13, 2026, Allegiant completed a two-step merger in which Sun Country became a wholly owned subsidiary. Under the merger terms, each Sun Country common share was converted into the right to receive $4.10 in cash plus 0.1557 Allegiant common shares. Sun Country equity awards held by Kennedy fully vested, were cancelled and converted into this same merger consideration, resulting in direct ownership of 5,894 Allegiant common shares reported in this Form 3.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Kennedy Thomas C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 5,894 shares (Direct)
Footnotes (2)
- F1. On May 13, 2026, pursuant to the Agreement and Plan of Merger dated as of January 11, 2026 (the "Merger Agreement"), by and among the Issuer, Sun Country Airlines Holdings, Inc., ("Sun Country"), Mirage Merger Sub, Inc. ("Merger Sub 1"), a direct wholly owned subsidiary of the Issuer, and Sawdust Merger Sub, LLC ("Merger Sub 2"), a direct wholly owned subsidiary of the Issuer, (i) Merger Sub 1 merged with and into Sun Country (the "First Merger"), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of the Issuer and (ii) immediately after the First Merger, Sun Country merged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, together with the First Merger, the "Mergers").
- F2. Pursuant to the Merger Agreement, as of immediately prior to the effective time of the First Merger (the "First Effective Time"), each share of Sun Country's common stock, par value $0.01 per share, was converted into the right to receive (i) $4.10 in cash, without interest and (ii) 0.1557 shares of the Issuer's common stock, par value $0.001 per share (collectively, the "Merger Consideration"). As of immediately prior to the First Effective Time, each Sun Country equity award held by the reporting person became fully vested (to the extent not yet vested), cancelled and converted into the right to receive the Merger Consideration.
Key Figures
Shares held after merger: 5,894 shares
Cash portion of merger consideration: $4.10 per share
Stock portion of merger consideration: 0.1557 shares
+2 more
5 metrics
Shares held after merger
5,894 shares
Allegiant common stock directly owned by Thomas C. Kennedy
Cash portion of merger consideration
$4.10 per share
Cash paid for each Sun Country common share
Stock portion of merger consideration
0.1557 shares
Allegiant common shares per Sun Country share
First Merger effective date
May 13, 2026
Date the Sun Country merger structure became effective
Sun Country par value
$0.01 per share
Par value of Sun Country common stock referenced in merger terms
Key Terms
Agreement and Plan of Merger, Merger Consideration, equity award, First Merger, +1 more
5 terms
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger dated as of January 11, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"collectively, 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.
equity award financial
"each Sun Country equity award held by the reporting person became fully vested"
An equity award is a form of pay where a company gives employees, executives or other stakeholders the right to own or buy company shares—either immediately or after meeting certain conditions. Think of it like receiving slices of the company pie now or coupons to claim slices later; it matters to investors because it affects ownership dilution, executive incentives and reported compensation costs, and signals how management is being rewarded and retained.
First Merger regulatory
"Merger Sub 1 merged with and into Sun Country (the "First Merger")"
Second Merger regulatory
"Sun Country merged with and into Merger Sub 2 ... (the "Second Merger")"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Allegiant Travel (ALGT) Form 3 for Thomas C. Kennedy report?
The Form 3 reports Thomas C. Kennedy’s initial ownership of 5,894 Allegiant common shares, received through the merger with Sun Country Airlines, rather than from open-market purchases or sales.
What were the merger terms between Allegiant Travel and Sun Country?
Under the merger agreement, each Sun Country common share was converted into $4.10 in cash plus 0.1557 shares of Allegiant common stock as the merger consideration, combining cash and stock value for former Sun Country holders.
Did Thomas C. Kennedy buy or sell Allegiant (ALGT) stock in this filing?
The filing does not show any open-market buy or sell transaction. It records Kennedy’s holdings that resulted from the completion of the Sun Country merger and conversion of his prior Sun Country equity awards.
What corporate steps completed the Allegiant–Sun Country merger?
The transaction used a two-step structure. First, a merger subsidiary combined with Sun Country, leaving Sun Country as Allegiant’s wholly owned subsidiary, then Sun Country merged into another Allegiant subsidiary, creating a wholly owned Allegiant unit.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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