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Sun Country (SNCY) director’s 59,588 shares cancelled in Allegiant merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Director Jennifer L. Vogel disposed of a total of 59,588 shares of Sun Country common equity in connection with the company’s merger into subsidiaries of Allegiant Travel Company. This included 44,869 common shares and 14,719 restricted stock units that became fully vested and were cancelled.

Each Sun Country share was converted into the right to receive $4.10 in cash plus 0.1557 Allegiant common shares as merger consideration. Following these transactions, Vogel no longer holds Sun Country shares, and the former Sun Country entity is now known as Sun Country Airlines Holdings, LLC.

Positive

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Insider VOGEL JENNIFER L
Role Director
Type Security Shares Price Value
Disposition COMMON STOCK 59,588 $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 44,869 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 14,719 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.
Shares disposed 59,588 shares Total Sun Country equity cancelled in merger
Common shares converted 44,869 shares Directly held Sun Country common stock
RSUs vested and cancelled 14,719 units Restricted stock units converted into merger consideration
Cash per share $4.10 per share Per Share Cash Consideration under the merger
Stock exchange ratio 0.1557 shares Allegiant common shares per Sun Country share
Post-transaction holdings 0 shares Sun Country common stock held after merger
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
"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.
restricted stock unit award financial
"each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 14,719 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.
Merger Exchange Ratio financial
"0.1557 (the "Merger Exchange Ratio") shares of Allegiant common stock"
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""

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FAQ

What did Sun Country (SNCY) director Jennifer L. Vogel report on this Form 4?
Jennifer L. Vogel reported disposing of 59,588 Sun Country shares in connection with the company’s merger with Allegiant-related entities. Her holdings went to zero as her common shares and vested restricted stock units were cancelled for cash and Allegiant stock consideration.

How many Sun Country (SNCY) common shares did Jennifer L. Vogel hold before the merger?
Before the merger, Jennifer L. Vogel held 44,869 Sun Country common shares directly. These shares were converted into the right to receive cash and Allegiant common stock based on the merger terms, eliminating her direct ownership in Sun Country after closing.

What happened to Jennifer L. Vogel’s Sun Country (SNCY) restricted stock units?
Vogel held a Sun Country restricted stock unit award of 14,719 units. Immediately prior to the merger’s effective time, these units became fully vested, were cancelled, and were converted into the same cash-and-stock merger consideration as regular Sun Country common shares.

What merger consideration did Sun Country (SNCY) shareholders like Jennifer L. Vogel receive?
Each Sun Country share entitled the holder to $4.10 in cash plus 0.1557 Allegiant common shares. This combined cash-and-stock package, defined as the merger consideration, was paid in exchange for cancelling existing Sun Country common stock and equity awards.

Does Jennifer L. Vogel still own any Sun Country (SNCY) shares after the merger?
No. The Form 4 shows 0 shares of Sun Country common stock held following the transaction. Her prior common shares and vested restricted stock units were cancelled at the merger effective time in exchange for the agreed cash and Allegiant common stock consideration.

Why is Sun Country now called Sun Country Airlines Holdings, LLC in this filing?
After completion of the mergers with Allegiant-related entities, Sun Country Airlines Holdings, Inc. changed its name to Sun Country Airlines Holdings, LLC. This reflects its new status as a direct, wholly owned subsidiary within Allegiant’s post-merger corporate structure.
SEC Form 4
FORM 4UNITED 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*
VOGEL JENNIFER L
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
COMMON STOCK05/13/2026D59,588(1)(2)(3)(4)D(1)(2)(3)(4)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 44,869 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 14,719 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 Jennifer Vogel05/15/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR