Sun Country (SNCY) CLO reports equity conversions and grant in Allegiant merger
Rhea-AI Filing Summary
Sun Country Airlines Holdings, LLC SVP and Chief Legal Officer Erin Rose reported multiple equity changes tied to the completion of Sun Country’s merger into subsidiaries of Allegiant Travel Company. A total of 38,931 shares of Sun Country common stock were disposed of back to the issuer, reducing direct common stock holdings in this issuer to zero.
The filing also shows 36,720 performance restricted stock units and 20,150 stock options in Sun Country were disposed of to the issuer, while 36,720 new performance restricted stock units were granted. Footnotes explain that Sun Country common stock, RSUs, performance RSUs and options were converted into Allegiant equity awards and cash based on a fixed cash amount per share and an exchange ratio, with the converted Allegiant awards generally preserving prior terms, including double-trigger vesting protections.
Positive
- None.
Negative
- None.
Insights
Equity awards were restructured into Allegiant securities as part of a completed merger.
The transactions reflect administrative adjustments from Sun Country’s merger into Allegiant subsidiaries rather than open-market trading. Common shares, RSUs, performance RSUs and options in Sun Country were disposed to the issuer and converted into Allegiant cash and equity consideration under preset formulas.
Because the Form 4 records issuer dispositions and replacement awards, not discretionary buying or selling, it carries limited signaling value about insider sentiment. The derivativeSummary shows no remaining Sun Country derivatives, indicating the economic exposure moved to new Allegiant-based awards described in the footnotes.
Insider Trade Summary
Net Seller: 38,931 shares
Net Sell
4 txns
Insider
Neale Erin Rose
Role
SVP, Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 20,150 | $0.00 | $0.00 |
| Grant/Award | Performance Restricted Stock Units | 36,720 | $0.00 | $0.00 |
| Disposition | Performance Restricted Stock Units | 36,720 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 38,931 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Performance Restricted Stock Units — 0 shares (Direct);
COMMON STOCK — 0 shares (Direct)
Footnotes (6)
- F1. On May 13, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 11, 2026, by and among Sun Country Airlines Holdings, Inc. ("Sun Country" ), Allegiant Travel Company ("Allegiant"), Mirage Merger Sub, Inc. ("Merger Sub 1") and a direct wholly owned subsidiary of Allegiant, Sawdust Merger Sub, LLC ("Merger Sub 2"), a direct wholly owned subsidiary of Allegiant: (a) 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 Allegiant and (b) 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 Allegiant (the "Second Merger" and, together with the First Merger, the "Mergers"). All terms capitalized but not defined herein shall have the meaning given to them in the Merger Agreement.
- F2. (Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.
- F3. Reflects 8,385 shares of Sun Country common stock ("Company Shares"), par value $0.01 per share, held directly by the reporting person, which, as of the effective time of the First Merger (the "First Effective Time") were converted into the right to receive (a) $4.10 in cash, without interest (the "Per Share Cash Consideration") and (b) 0.1557 (the "Merger Exchange Ratio") shares of Allegiant common stock ("Parent Shares"), par value $0.001 per share (the "Per Share Stock Consideration" and, together with the Per Share Cash Consideration, the "Merger Consideration").
- F4. Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 30,546 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant restricted stock unit award ("Parent RSU Award") covering a number of Parent Shares equal to the product of (x) the number of Company Shares underlying such Company RSU Award and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share. The Parent RSU Awards will continue to have the same terms and conditions as the Company RSU Awards, including any double-trigger vesting protections.
- F5. Reflects each outstanding stock option to purchase Company Shares previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was automatically converted into stock option(s) for Parent Shares, regardless of exercise price (the "Converted Options" and each a "Converted Option"). Each Converted Option covers a number of Parent Shares equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share, with a corresponding adjusted exercise price equal to the product of (A) the original exercise price per share and (B) the quotient obtained by dividing the Parent Measurement Price by the Merger Consideration Closing Value, rounded up to the nearest whole cent and otherwise remains subject to the same terms and conditions as the original grant.
- F6. Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant time-based restricted stock unit award ("Parent PRSU Award"), covering a number of Parent Shares equal to the quotient obtained by dividing (i) the product of (A) the number of Company Shares underlying such Company PRSU Award (deemed to be equal to 125% of the 'target' amount granted) and (B) the Merger Consideration Closing Value, by (ii) the Parent Measurement Price, rounded down to the nearest whole share. The Parent PRSU Awards will continue to have the same terms and conditions as the Company PRSU Awards, including any double-trigger vesting protections, but not any performance-based vesting conditions.
Key Figures
Common stock disposed: 38,931 shares
Performance RSUs disposed: 36,720 units
Performance RSUs granted: 36,720 units
+4 more
7 metrics
Common stock disposed
38,931 shares
Disposition to issuer on May 13, 2026
Performance RSUs disposed
36,720 units
Performance restricted stock units disposed to issuer
Performance RSUs granted
36,720 units
New performance restricted stock units awarded same date
Options disposed
20,150 options
Stock options with $33.50 exercise price disposed
Option exercise price
$33.50/share
Original Sun Country stock option exercise price
Company shares converted
8,385 shares
Sun Country shares converted into cash and Allegiant stock
RSU award size
30,546 units
Sun Country RSU award assumed and converted to Allegiant RSUs
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit award, performance-based restricted stock unit award, +2 more
6 terms
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), 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
"Per Share Stock Consideration" and, together with the Per Share Cash Consideration, 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.
restricted stock unit award financial
"each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 30,546 restricted stock units"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
performance-based restricted stock unit award financial
"each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted"
A performance-based restricted stock unit award is a promise to give company shares to an employee or executive only if the business hits specific targets over a set period. Think of it as a conditional prize that vests like a savings plan: if agreed goals (such as revenue, profit, or stock performance) are met, the recipient receives the shares; if not, they get nothing. Investors pay attention because these awards align management incentives with company results and can affect share count, future earnings and executive behavior.
double-trigger vesting protections financial
"The Parent RSU Awards will continue to have the same terms and conditions as the Company RSU Awards, including any double-trigger vesting protections"
Converted Options financial
"was automatically converted into stock option(s) for Parent Shares, regardless of exercise price (the "Converted Options" and each a "Converted Option")"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did SNCY’s Erin Rose report on May 13, 2026?
Erin Rose reported issuer dispositions of 38,931 shares of Sun Country common stock, 36,720 performance restricted stock units and 20,150 stock options, plus a grant of 36,720 new performance restricted stock units, all tied to the completion of Sun Country’s merger into subsidiaries of Allegiant Travel Company.
What happened to Erin Rose’s Sun Country restricted stock units in this Form 4?
The filing shows 36,720 Sun Country performance restricted stock units disposed of to the issuer and a grant of 36,720 new performance restricted stock units. Footnotes explain Sun Country RSU and performance RSU awards were assumed and converted into Allegiant restricted stock unit awards using specified value and price formulas.
How were Sun Country stock options held by Erin Rose treated in the Allegiant merger?
20,150 Sun Country stock options with a $33.50 exercise price were disposed of to the issuer. Footnotes indicate each outstanding Sun Country option was automatically converted into an option over Allegiant shares, with share count and exercise price adjusted based on merger consideration value and Allegiant’s measurement price.
What merger structure involving SNCY and Allegiant is described in the footnotes?
Footnotes describe a two-step merger where a first Allegiant subsidiary merged into Sun Country, followed by Sun Country merging into a second Allegiant subsidiary. After these mergers, Sun Country Airlines Holdings, Inc. became Sun Country Airlines Holdings, LLC, a direct, wholly owned subsidiary of Allegiant.