Sun Country (SNCY) director’s equity converted in Allegiant merger payout
Rhea-AI Filing Summary
Sun Country Airlines Holdings, LLC director Marion C. Blakey reported the disposition to the issuer of 39,157 shares of Sun Country common stock and related equity awards in connection with the company’s merger with Allegiant Travel Company.
The filing shows that 28,767 Sun Country common shares held directly by Blakey were converted at the first merger effective time into the right to receive $4.10 in cash per share and 0.1557 shares of Allegiant common stock as stock consideration. An additional 10,390 restricted stock units became fully vested immediately prior to the effective time and were cancelled for the same mix of cash and Allegiant stock.
Following these transactions tied to the completed mergers, Blakey reported owning zero Sun Country shares. Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC and is a wholly owned subsidiary of Allegiant.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 39,157 shares
Net Sell
1 txn
Insider
BLAKEY MARION C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | COMMON STOCK | 39,157 | $0.00 | $0.00 |
Holdings After Transaction:
COMMON STOCK — 0 shares (Direct)
Footnotes (4)
- 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.
- F2. (Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.
- F3. Reflects 28,767 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").
- 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: 39,157 shares
Direct common shares converted: 28,767 shares
Restricted stock units converted: 10,390 units
+3 more
6 metrics
Shares disposed
39,157 shares
Total Sun Country equity position disposed to issuer in merger-related transaction
Direct common shares converted
28,767 shares
Sun Country common stock held directly by reporting person converted at first effective time
Restricted stock units converted
10,390 units
Sun Country RSU awards that vested and were cancelled for merger consideration
Cash consideration per share
$4.10 per share
Per Share Cash Consideration for each Sun Country common share in merger
Stock consideration ratio
0.1557 shares
Allegiant common shares received per Sun Country share under Merger Exchange Ratio
Post-transaction holdings
0 shares
Total Sun Country shares reported owned after disposition
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
"shares ... were converted into the right to receive ... cash ... and ... Allegiant common stock ... (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.
First Effective Time regulatory
"as of the effective time of the First Merger (the "First Effective Time")"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Sun Country (SNCY) director Marion C. Blakey report?
Marion C. Blakey reported disposing of 39,157 Sun Country shares and equity awards back to the issuer. The disposition occurred in connection with Sun Country’s merger with Allegiant Travel Company and reflects her entire reported Sun Country equity position being converted into merger consideration.
What happened to Marion C. Blakey’s Sun Country (SNCY) restricted stock units in the merger?
Blakey held 10,390 Sun Country restricted stock units that became fully vested immediately before the merger’s effective time. Those units were then cancelled and converted into the same merger consideration mix of cash and Allegiant common stock as the regular Sun Country shares.