Sun Country (SNCY) director converts 41,770 equity awards in Allegiant merger

Rhea-AI Filing Summary

Sun Country Airlines Holdings, LLC director Kerry Philipovitch reported the disposition of 41,770 Sun Country equity awards in connection with the company’s merger into Allegiant. This included 31,380 common shares and 10,390 restricted stock units, which were converted into the right to receive $4.10 in cash plus 0.1557 Allegiant shares for each Sun Country share.

Insider Trade Summary

Net Seller: 41,770 shares

Net Sell 1 txn

Insider Philipovitch Kerry

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK	41,770	$0.00	$0.00

Holdings After Transaction: COMMON STOCK — 0 shares (Direct)

Footnotes (4)

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 31,380 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 10,390 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, such Company RSU Awards became fully vested (to the extent not yet vested) and were cancelled and converted into the right to receive the Merger Consideration.

Key Figures

Total equity awards disposed: 41,770 shares/units Common shares converted: 31,380 shares Restricted stock units converted: 10,390 RSUs +4 more

7 metrics

Total equity awards disposed 41,770 shares/units Sun Country equity converted in merger on May 13, 2026

Common shares converted 31,380 shares Held directly by reporting person and exchanged for merger consideration

Restricted stock units converted 10,390 RSUs Company RSU Awards that vested and were canceled for merger consideration

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

Stock consideration ratio 0.1557 Allegiant shares Per Share Stock Consideration per Sun Country share

Post-transaction SNCY holdings 0 shares Total Sun Country common stock directly owned after disposition

Transaction date May 13, 2026 Effective date of reported disposition to issuer

Key Terms

Agreement and Plan of Merger, First Merger, Second Merger, Merger Consideration, +1 more

5 terms

Agreement and Plan of Merger financial

"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.

First Merger financial

"Merger Sub 1 merged with and into Sun Country (the "First Merger"), with Sun Country surviving"

Second Merger financial

"Sun Country merged with and into Merger Sub 2, with Merger Sub 2 surviving ... (the "Second Merger")"

Merger Consideration financial

"the "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.

Company RSU Award financial

"each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 10,390 restricted stock units"

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 08:34 PM Learn about SEC filing dates

FAQ

What insider transaction did Sun Country (SNCY) director Kerry Philipovitch report?

Kerry Philipovitch reported a disposition of 41,770 Sun Country equity awards. These consisted of 31,380 common shares and 10,390 restricted stock units, all converted into merger consideration as part of Sun Country’s acquisition by Allegiant.

How were Kerry Philipovitch’s Sun Country (SNCY) common shares treated in the Allegiant merger?

Philipovitch’s 31,380 Sun Country common shares were converted into merger consideration. For each share, he became entitled to receive $4.10 in cash plus 0.1557 shares of Allegiant common stock, instead of continuing to hold Sun Country shares.

What happened to Kerry Philipovitch’s Sun Country (SNCY) restricted stock units in the merger?

His 10,390 Sun Country restricted stock units fully vested and were canceled. Immediately before the first merger’s effective time, these awards vested and were converted into the same cash-and-stock merger consideration as outstanding Sun Country common shares.

What merger consideration did Sun Country (SNCY) shareholders, including Kerry Philipovitch, receive?

Each Sun Country share was converted into cash and Allegiant stock. Holders received $4.10 in cash without interest and 0.1557 shares of Allegiant common stock for each Sun Country share outstanding at the merger’s effective time.

Does Kerry Philipovitch still hold Sun Country (SNCY) shares after the Allegiant merger?

No, his reported Sun Country holdings were fully converted in the merger. The Form 4 shows zero Sun Country common shares directly owned after the disposition to the issuer associated with the completed merger transactions.

What corporate changes occurred to Sun Country (SNCY) in the Allegiant merger?

Sun Country became a wholly owned subsidiary of Allegiant through two mergers. After the transactions closed, Sun Country Airlines Holdings, Inc. was renamed Sun Country Airlines Holdings, LLC, reflecting its new status under Allegiant.

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^*

Philipovitch Kerry

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		41,770(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

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 31,380 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 10,390 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, such Company RSU Awards became fully vested (to the extent not yet vested) and were cancelled and converted into the right to receive the Merger Consideration.

	/s/ Rose Neale, as attorney-in-fact for Kerry Philipovitch	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)