Sun Country (SNCY) SVP surrenders shares as equity converts in Allegiant merger

Rhea-AI Filing Summary

Sun Country Airlines Holdings, LLC insider filing shows equity converted in connection with its merger into Allegiant. SVP and Chief Commercial Officer Colton Matthew Snow disposed of 33,175 shares of Sun Country common stock and related equity awards back to the issuer as part of the transaction mechanics.

According to the merger terms, 6,319 Sun Country common shares held directly were converted into the right to receive $4.10 in cash per share plus 0.1557 Allegiant common shares per Sun Country share. Existing Sun Country RSUs, stock options, and performance-based RSUs were assumed and converted into Allegiant equity awards with adjusted share counts and exercise prices, leaving no Sun Country options or performance awards but a new Allegiant RSU position for 32,291 shares.

Insights

Equity compensation and M&A analyst

Insider’s Sun Country equity is converted into Allegiant awards as the merger closes.

The filing shows Colton Matthew Snow surrendering Sun Country common shares, RSUs, options, and performance RSUs back to the issuer, with those positions converted into Allegiant cash and stock consideration under the merger agreement. These are structural changes rather than market trades.

Footnotes detail that 6,319 Sun Country shares convert into a mix of $4.10 cash and 0.1557 Allegiant shares per Sun Country share, while 26,856 RSUs, stock options, and performance RSUs become Allegiant awards with recalculated share counts and option prices. The result is no remaining Sun Country equity but continuing exposure through Allegiant equity awards.

For investors, this confirms completion mechanics of the previously announced merger, rather than indicating a discretionary bullish or bearish signal by the executive. Future filings from Allegiant will provide more detail on the ongoing equity position and compensation structure at the combined company level.

Insider Trade Summary

Net Seller: 33,175 shares

Net Sell 5 txns

Insider Snow Colton Matthew

Role SVP, Chief Commercial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	6,795	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	6,815	$0.00	$0.00
Grant/Award	Performance Restricted Stock Units	32,291	$0.00	$0.00
Disposition	Performance Restricted Stock Units	32,291	$0.00	$0.00
Disposition	COMMON STOCK	33,175	$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)

1. 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.
2. F2. (Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.
3. F3. Reflects 6,319 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").
4. F4. Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 26,856 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.
5. 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.
6. 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 shares converted: 6,319 shares Cash per Sun Country share: $4.10 per share Stock exchange ratio: 0.1557 shares +4 more

7 metrics

Common shares converted 6,319 shares Sun Country common shares converted into merger consideration

Cash per Sun Country share $4.10 per share Per Share Cash Consideration in Allegiant merger

Stock exchange ratio 0.1557 shares Allegiant shares per Sun Country share

Sun Country RSU award size 26,856 units Company RSU Award converted into Allegiant RSU Award

Performance RSUs converted 32,291 units Company PRSU Award converted into Allegiant time-based RSUs

Stock option block 1 6,815 options Sun Country options at $5.30 converted to Allegiant options

Stock option block 2 6,795 options Additional Sun Country options at $5.30 converted

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 26,856 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 to the reporting person"

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 ... including any double-trigger vesting protections."

Converted Options financial

"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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 08:20 PM Learn about SEC filing dates

FAQ

What insider transactions did Colton Matthew Snow report for Sun Country (SNCY)?

Colton Matthew Snow reported dispositions of 33,175 Sun Country common shares and related equity awards back to the issuer. These actions reflect technical adjustments tied to Sun Country’s merger with Allegiant, rather than open-market buying or selling of the stock.

How were Sun Country (SNCY) shares converted in the Allegiant merger?

Each Sun Country share held by the insider converted into $4.10 in cash plus 0.1557 Allegiant common shares. This mix of cash and stock consideration formed the merger consideration paid for Sun Country common stock at the first effective time.

What happened to the Sun Country RSUs held by the SNCY executive?

A Sun Country restricted stock unit award of 26,856 units was assumed and converted into an Allegiant RSU award. The number of Allegiant shares covered is based on a formula using the merger consideration closing value and a parent share measurement price.

How were the Sun Country stock options adjusted in this Form 4 filing?

All outstanding Sun Country stock options held by the insider were automatically converted into Allegiant stock options. Each new option covers Allegiant shares determined by a stated formula and carries an adjusted exercise price intended to preserve the original award’s economic value.

What happened to Sun Country performance-based RSUs in the Allegiant transaction?

Sun Country performance-based RSUs were converted into Allegiant time-based RSUs. The number of Allegiant shares is calculated using 125% of the target Company PRSU amount, the merger consideration closing value, and Allegiant’s measurement price, with performance vesting conditions removed but other protections preserved.

Does the SNCY Form 4 indicate remaining Sun Country equity for the insider?

The filing shows zero Sun Country common shares and zero Sun Country options or performance RSUs remaining after the merger adjustments. The executive’s continuing equity exposure is now through Allegiant stock and Allegiant-based restricted stock unit and option awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Snow Colton Matthew

(Last) (First) (Middle)

C/O SUN COUNTRY AIRLINES HOLDINGS, INC.

2005 CARGO ROAD

(Street)

MINNEAPOLIS MINNESOTA 55450

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Sun Country Airlines Holdings, LLC [ SNCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	05/13/2026		D		33,175(1)(2)(3)(4)	D	(1)(2)(3)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$5.3	05/13/2026		D			6,795	(1)(2)(5)	11/07/2028	Common Stock	6,795	(1)(2)(5)	0	D
Stock Option (Right to Buy)	$5.3	05/13/2026		D			6,815	(1)(2)(5)	04/17/2029	Common Stock	6,815	(1)(2)(5)	0	D
Performance Restricted Stock Units	(1)(2)(6)	05/13/2026		A		32,291		(1)(2)(6)	(1)(2)(6)	Common Stock	32,291	(1)(2)(6)	32,291	D
Performance Restricted Stock Units	(1)(2)(6)	05/13/2026		D			32,291	(1)(2)(6)	(1)(2)(6)	Common Stock	32,291	(1)(2)(6)	0	D

Explanation of Responses:

1. 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.

2. (Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.

3. Reflects 6,319 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").

4. Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 26,856 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.

5. 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.

6. 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.

	/s/ Rose Neale, as attorney-in-fact for Colton Snow	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)