Sun Country (SNCY) director’s shares cashed out and converted in Allegiant merger

Rhea-AI Filing Summary

Sun Country Airlines Holdings, LLC director Patrick J. O'Keeffe disposed of 39,093 shares of Sun Country common stock in connection with the company’s merger with Allegiant Travel Company. These shares included 28,703 common shares and 10,390 restricted stock units that became fully vested before the merger closed.

At the effective time of the first merger, each Sun Country share was converted into the right to receive $4.10 in cash plus 0.1557 shares of Allegiant common stock as merger consideration. Following this issuer disposition, O'Keeffe no longer holds Sun Country shares, as Sun Country now exists as a wholly owned subsidiary of Allegiant under the name Sun Country Airlines Holdings, LLC.

Insights

Equity compensation and M&A specialist

Director’s stake is cashed out and converted to Allegiant stock as part of the merger.

The Form 4 shows Patrick J. O'Keeffe, a director of Sun Country, disposing of 39,093 Sun Country shares back to the issuer in connection with its acquisition by Allegiant Travel Company. This aligns with standard treatment in cash-and-stock mergers.

The 28,703 common shares and 10,390 restricted stock units converted into a mix of cash and Allegiant shares based on the fixed merger terms: $4.10 cash plus 0.1557 Allegiant share per Sun Country share. This is a structural change in ownership rather than a discretionary market trade.

Because the transaction follows a negotiated Agreement and Plan of Merger, it mainly informs investors about how Sun Country equity and equity awards were treated at closing, rather than signaling the director’s personal view on future performance.

Insider Trade Summary

Net Seller: 39,093 shares

Net Sell 1 txn

Insider O'Keeffe Patrick J.

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK	39,093	$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 28,703 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

Common shares disposed: 28,703 shares Restricted stock units affected: 10,390 units Total Sun Country shares/units disposed: 39,093 shares +3 more

6 metrics

Common shares disposed 28,703 shares Sun Country common stock converted at first merger effective time

Restricted stock units affected 10,390 units Sun Country RSU awards vested then cancelled for merger consideration

Total Sun Country shares/units disposed 39,093 shares Issuer disposition reported on Form 4 by director O'Keeffe

Cash consideration per share $4.10 per share Per Share Cash Consideration under the merger agreement

Stock consideration per share 0.1557 Allegiant shares Merger Exchange Ratio into Allegiant common stock

Post-transaction Sun Country holdings 0 shares Total shares following transaction reported as zero

Key Terms

Agreement and Plan of Merger, Merger Consideration, Merger Exchange Ratio, restricted stock unit award, +1 more

5 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

"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.

Merger Exchange Ratio financial

"and (b) 0.1557 (the "Merger Exchange Ratio") shares of Allegiant common stock"

restricted stock unit award financial

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

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 08:53 PM Learn about SEC filing dates

FAQ

What did Sun Country (SNCY) director Patrick O'Keeffe report in this Form 4?

Patrick O'Keeffe reported disposing of 39,093 shares of Sun Country common stock back to the issuer. The disposition occurred in connection with Sun Country’s merger with Allegiant, which converted his equity into a mix of cash and Allegiant common shares under fixed merger terms.

How many Sun Country shares and RSUs did Patrick O'Keeffe hold before the merger?

Before the merger, Patrick O'Keeffe held 28,703 Sun Country common shares and 10,390 restricted stock units. All these equity interests were affected at the merger’s effective time, being converted into the agreed cash-and-stock merger consideration from Allegiant Travel Company.

What merger consideration did Sun Country (SNCY) shareholders receive per share?

Each Sun Country common share was converted into the right to receive $4.10 in cash plus 0.1557 shares of Allegiant common stock. This combined cash-and-stock package is defined in the Agreement and Plan of Merger as the overall merger consideration for Sun Country shareholders.

What happened to Patrick O'Keeffe’s Sun Country restricted stock units in the merger?

O'Keeffe’s 10,390 Sun Country restricted stock units became fully vested immediately before the merger’s effective time. Those units were then cancelled and converted into the same cash and Allegiant stock merger consideration that applied to Sun Country common shares under the merger agreement.

Does Patrick O'Keeffe still hold any Sun Country shares after the Allegiant merger?

Following the merger-related disposition, Patrick O'Keeffe reported zero Sun Country shares owned. Sun Country became a wholly owned subsidiary of Allegiant, and his former Sun Country equity interests were exchanged for cash and Allegiant common stock according to the merger terms.

How did the Allegiant merger change Sun Country’s corporate structure?

Under the two-step merger, Sun Country first became a direct wholly owned subsidiary of Allegiant, then merged into another Allegiant subsidiary. After these steps, the entity is known as Sun Country Airlines Holdings, LLC, fully owned within Allegiant’s corporate structure.

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^*

O'Keeffe Patrick J.

(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		39,093(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 28,703 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 Patrick O'Keeffe	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)