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[Form 4] Sun Country Airlines Holdings, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Form 4 filed on July 3, 2025 discloses two small open-market sales of Sun Country Airlines Holdings, Inc. (SNCY) common stock by William Trousdale, Interim CFO & SVP.

  • July 1, 2025: 442 shares sold at $11.7568 per share.
  • July 2, 2025: 996 shares sold at $12.21 per share.

After these transactions Trousdale directly owns 26,993 shares, down from 28,431. The first sale was an automatic “sell-to-cover” to satisfy tax withholding on restricted stock unit (RSU) vesting; the second was executed under a Rule 10b5-1 plan adopted September 12, 2024. No derivative securities were involved, and no discretionary trades were reported.

The combined disposition of 1,438 shares represents approximately 5.1% of Trousdale’s reported holdings, a relatively immaterial amount for the issuer’s overall float. Because one sale was tax-related and the other pre-programmed, the filing does not indicate a meaningful change in insider sentiment but does update the public float and insider ownership record.

Positive

  • None.

Negative

  • None.

Insights

TL;DR – Routine, low-volume insider sales; minimal impact on SNCY valuation.

The Form 4 details forced tax-withholding and pre-scheduled 10b5-1 sales totaling ~$17.0k. With ~27k shares still held, the sales are modest and do not hint at strategy shifts or liquidity stress. Because Rule 10b5-1 plans are set well in advance, market interpretation is typically neutral. No option exercises, no new grants, and no derivative activity were disclosed, so dilution risk is unchanged.

TL;DR – Filing demonstrates compliance with Section 16 and 10b5-1 rules.

The interim CFO’s adherence to a pre-existing trading plan and transparent disclosure of a mandatory tax-related sell-to-cover reflects strong governance practices. The modest percentage reduction in holdings (≈5%) is unlikely to trigger governance red flags. Continued ownership aligns management with shareholder interests.

Insider Trousdale William
Role Interim CFO and SVP
Sold 1,438 shs ($17K)
Type Security Shares Price Value
Sale Common Stock, par value $0.01 per share 996 $12.21 $12K
Sale Common Stock, par value $0.01 per share 442 $11.7568 $5K
Holdings After Transaction: Common Stock, par value $0.01 per share — 26,993 shares (Direct)
Footnotes (2)
  1. F1. Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated to satisfy the tax withholding obligations which are funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
  2. F2. This sale was effected pursuant to a Rule 10b5-1 trading plan. The 10b5-1 trading plan was adopted on September 12, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
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
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 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*
Trousdale William
(Last) (First) (Middle)
C/O SUN COUNTRY AIRLINES HOLDINGS, INC.
2005 CARGO ROAD
(Street)
MINNEAPOLIS MN 55450
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sun Country Airlines Holdings, Inc. [ SNCY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim CFO and SVP
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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, par value $0.01 per share 07/01/2025 S 442(1) D $11.7568 27,989 D
Common Stock, par value $0.01 per share 07/02/2025 S(2) 996 D $12.21 26,993 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. Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated to satisfy the tax withholding obligations which are funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
2. This sale was effected pursuant to a Rule 10b5-1 trading plan. The 10b5-1 trading plan was adopted on September 12, 2024.
/s/ Rose Neale, attorney-in-fact for William Trousdale 07/03/2025
** 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.

Source: View Original Filing on SEC EDGAR