Sun Country (SNCY) Form 4: Small tax-withholding sale by Chief Legal Officer

Rhea-AI Filing Summary

Sun Country Airlines Holdings, Inc. (SNCY) – Form 4 filing dated 07/03/2025

Senior Vice President & Chief Legal Officer Erin Rose Neale reported a single non-derivative transaction on 07/01/2025. The executive sold 776 common shares at an average price of $11.8053 per share. According to the footnote, the sale was automatically executed to cover statutory tax-withholding obligations triggered by the vesting of restricted stock units (a mandatory “sell-to-cover” and therefore not a discretionary trade). After the transaction, Neale’s direct beneficial ownership stands at 33,884 shares. No derivative securities were acquired or disposed of, and no additional transactions were reported.

The transaction represents a very small fraction of both the executive’s holdings and the company’s total shares outstanding. Given its administrative nature and immaterial size, it is unlikely to have a meaningful impact on the company’s share price or investors’ perception of insider sentiment.

Insights

Financial Analyst

TL;DR: Small, mandatory sell-to-cover; neutral signal, minimal impact.

The 776-share sale (~$9k value) is purely to satisfy tax withholding from RSU vesting, as explicitly stated in the footnote. Post-sale ownership of 33,884 shares shows the executive retains >97% of her pre-transaction stake. Because the trade is non-discretionary and de-minimis relative to both her holdings and SNCY’s float, I consider it neutral for insider-sentiment analysis and not impactful for valuation or liquidity.

Corporate Governance Specialist

TL;DR: Routine compliance filing; no governance red flags.

The filing adheres to Section 16 requirements and clearly discloses that the sale was mandated for tax purposes—an accepted best practice for RSU settlements. No pattern of discretionary selling is evident. From a governance standpoint, the transaction is immaterial and uncontroversial, therefore impactful rating: neutral.

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).

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^*

Neale Erin Rose

(Last) (First) (Middle)

C/O SUN COUNTRY ARLINES 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)
	SVP, Chief Legal Officer

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		776(1)	D	$11.8053	33,884	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.

	/s/ Erin Rose Neale	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.

FAQ

Who conducted the insider transaction reported by SNCY on Form 4?

Erin Rose Neale, Sun Country’s SVP & Chief Legal Officer.

How many Sun Country (SNCY) shares were sold in the 07/01/2025 transaction?

The executive sold 776 common shares.

What was the purpose of the share sale disclosed in this Form 4?

It was a mandatory sell-to-cover to pay tax withholding on vested RSUs, not a discretionary sale.

What price did the shares sell for and what is the total value?

Shares sold at $11.8053 per share, for roughly $9,160 in total proceeds.

How many SNCY shares does the insider own after the transaction?

Post-transaction direct ownership is 33,884 shares.

Does this filing suggest a change in insider sentiment at Sun Country Airlines?

Given its administrative nature and small size, the filing is considered neutral regarding insider sentiment.