Sun Country (SNCY) director stake cashed out in Allegiant merger

Rhea-AI Filing Summary

Sun Country Airlines Holdings, LLC director Thomas C. Kennedy reported a disposition of 37,862 shares of Sun Country common stock back to the issuer in connection with the company’s merger into Allegiant-controlled entities.

According to the footnotes, 27,472 directly held Sun Country shares were converted at the first merger effective time into the right to receive $4.10 in cash per share plus 0.1557 shares of Allegiant common stock per Sun Country share. An additional 10,390 Sun Country restricted stock units previously granted to Kennedy became fully vested immediately before that time and were cancelled in exchange for the same merger consideration. Following these transactions, the filing shows Kennedy with no remaining Sun Country common stock holdings.

Insider Trade Summary

Net Seller: 37,862 shares

Net Sell 1 txn

Insider Kennedy Thomas C

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK	37,862	$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 27,472 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 shares disposed: 37,862 shares Direct common shares converted: 27,472 shares Restricted stock units converted: 10,390 units +3 more

6 metrics

Total shares disposed 37,862 shares Common stock disposition to issuer in merger

Direct common shares converted 27,472 shares Sun Country common stock converted into merger consideration

Restricted stock units converted 10,390 units Company RSU Awards vested and cancelled for merger consideration

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

Allegiant stock exchange ratio 0.1557 shares per share Merger Exchange Ratio of Allegiant common stock per Sun Country share

Post-transaction holdings 0 shares Total Sun Country common stock following transaction

Key Terms

Agreement and Plan of Merger, Merger Consideration, Company RSU Award, Per Share Cash Consideration, +2 more

6 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.

Company RSU Award financial

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

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""

Merger Exchange Ratio financial

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 08:43 PM Learn about SEC filing dates

FAQ

What insider transaction did Thomas C. Kennedy report for Sun Country (SNCY)?

Thomas C. Kennedy reported disposing of 37,862 shares of Sun Country common stock back to the issuer. The disposition occurred in connection with Sun Country’s merger into Allegiant-related subsidiaries under an Agreement and Plan of Merger dated January 11, 2026.

What consideration did Sun Country (SNCY) shares receive in the Allegiant merger?

Each Sun Country share was converted into the right to receive $4.10 in cash plus 0.1557 shares of Allegiant common stock. This applied to Kennedy’s directly held shares as of the first merger effective time under the defined merger consideration terms.

How many Sun Country (SNCY) shares and RSUs did Kennedy hold in this Form 4?

The filing notes 27,472 Sun Country common shares held directly and 10,390 restricted stock units. The RSU awards became fully vested immediately before the first merger effective time and were then cancelled for the same cash and stock merger consideration.

What is Kennedy’s Sun Country (SNCY) shareholding after the reported transaction?

After the disposition tied to the merger, the Form 4 shows Kennedy holding zero Sun Country common shares. All reported common stock and restricted stock units were either converted into merger consideration or cancelled in exchange for that consideration.

How did the merger affect Sun Country Airlines Holdings’ corporate form and name?

Following the mergers, Sun Country survived initial steps as a wholly owned Allegiant subsidiary and was later merged into another Allegiant subsidiary. After these steps, Sun Country Airlines Holdings, Inc. became known as Sun Country Airlines Holdings, LLC.

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^*

Kennedy Thomas C

(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		37,862(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 27,472 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 Thomas Kennedy	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)