Director disposes 34,278 Sun Country shares in merger

Sun Country Airlines Holdings director Gail Peterson reported a disposition of 34,278 shares of common stock to the issuer in connection with the company’s merger with Allegiant Travel Company.

Rhea-AI Filing Summary

Sun Country Airlines Holdings director Gail Peterson reported a disposition of 34,278 shares of common stock to the issuer in connection with the company’s merger with Allegiant Travel Company. These shares included 23,888 directly held common shares and 10,390 restricted stock units.

As of this transaction, Peterson’s reported direct ownership of Sun Country common stock is zero. 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 Allegiant common shares, so this filing reflects equity being cashed out and converted rather than an open‑market sale.

Insider Trade Summary

Disposition: 34,278 shares

Disposition 1 txn

Insider Peterson Gail

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK	34,278	$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 23,888 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

Shares disposed: 34,278 shares Common shares converted: 23,888 shares Restricted stock units converted: 10,390 units +3 more

6 metrics

Shares disposed 34,278 shares Disposition to issuer on May 13, 2026

Common shares converted 23,888 shares Directly held Sun Country common stock converted in merger

Restricted stock units converted 10,390 units Sun Country RSU award vested, cancelled and converted

Per share cash consideration $4.10 per share Cash portion of merger consideration for each Sun Country share

Per share stock consideration 0.1557 shares Allegiant common shares received per Sun Country share

Shares following transaction 0 shares Peterson’s reported Sun Country holdings after disposition

Key Terms

Agreement and Plan of Merger, Merger Exchange Ratio, restricted stock unit award, Per Share Cash 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.

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.

Per Share Cash Consideration financial

"were converted into the right to receive (a) $4.10 in cash, without interest (the "Per Share Cash Consideration")"

The amount of cash offered to buy each share of a company in a transaction, such as a takeover or buyout. Think of it as the dollar price a buyer promises to hand over for every share you own; it matters to investors because it determines the immediate cash value they would receive, whether the offer is above or below current market price, and helps compare competing bids or evaluate fairness.

Per Share Stock Consideration financial

"shares of Allegiant common stock ("Parent Shares"), par value $0.001 per share (the "Per Share Stock Consideration""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gail Peterson report in this Sun Country (SNCY) Form 4 filing?

Gail Peterson reported disposing of 34,278 shares of Sun Country common stock back to the issuer. The disposition occurred in connection with the completed merger with Allegiant Travel Company and reflects her Sun Country equity being converted into merger consideration rather than sold on the open market.

How many Sun Country (SNCY) shares did Gail Peterson hold after the transaction?

After the transaction, Gail Peterson reported owning 0 shares of Sun Country common stock. Her 34,278 shares, consisting of directly held shares and restricted stock units, were surrendered to the issuer and converted into the agreed cash and Allegiant stock consideration under the merger terms.

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

Each of Peterson’s 23,888 Sun Country common shares was converted into the right to receive $4.10 in cash plus 0.1557 Allegiant common shares. This treatment followed the merger agreement between Sun Country, Allegiant Travel Company, and related merger subsidiaries at the first merger effective time.

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

Peterson held a Sun Country restricted stock unit award covering 10,390 units. Immediately before the first merger effective time, these RSUs fully vested, were cancelled, and were converted into the same cash and Allegiant stock merger consideration that applied to common shares, instead of remaining as Sun Country equity awards.

Was Gail Peterson’s Sun Country (SNCY) Form 4 transaction an open-market sale?

The transaction was reported as a disposition to the issuer, not an open-market sale. Her Sun Country shares and restricted stock units were surrendered and converted into merger consideration as part of the acquisition by Allegiant, rather than being sold through market trades to outside investors.

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

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Accepted by SEC EDGAR 05/15/2026 - 08:31 PM EDT Learn about SEC filing dates

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^*

Peterson Gail

(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		34,278(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 23,888 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 Gail Peterson	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)