SNCY Insider Filing: CEO Bricker Covers Taxes with 2,103-Share Sale

Rhea-AI Filing Summary

Sun Country Airlines Holdings, Inc. (SNCY) filed a Form 4 reporting that Chief Executive Officer and Director Jude Bricker sold 2,103 shares of common stock on 07/01/2025 at a weighted-average price of $11.8346 per share.

The footnote clarifies the sale was a mandatory, "sell-to-cover" transaction to satisfy tax-withholding obligations triggered by the vesting of restricted stock units; it was not a discretionary trade.

• Post-transaction, Bricker directly owns 125,486 shares of SNCY.
• The divestiture represents roughly 1.7 % of his prior direct holdings (2,103 of ~127,589 shares).
• No derivative securities were bought or sold, and no Rule 10b5-1 trading plan was cited.

Given the small size and tax-driven nature of the sale, the filing is viewed as neutral from an investment-signal perspective, though it modestly lowers insider share ownership.

Positive

• Mandatory, not discretionary: Footnote specifies the sale was solely to cover tax withholding, reducing negative signaling.
• Substantial remaining stake: CEO still holds 125,486 shares, indicating continued alignment with shareholders.

Negative

• Reduced insider ownership: Even a small sale (≈1.7 % of holdings) marginally lowers the CEO’s direct stake.
• Perception risk: Any insider sale can be interpreted cautiously by the market despite its stated purpose.

Insights

Securities Analyst

TL;DR: Minor, tax-related CEO share sale; negligible impact on SNCY valuation.

The Form 4 shows a routine 2,103-share sale to cover withholding taxes on vested RSUs. At roughly $11.83 per share, proceeds are about $25,000—immaterial relative to SNCY’s market cap. Post-sale holdings of 125,486 shares keep Bricker’s economic exposure high, limiting concerns over commitment. Because the transaction was non-discretionary and small, I view it as neutral for the stock; no signal on fundamentals or future outlook is implied.

Corporate Governance Expert

TL;DR: Governance risk unchanged; sale mandated for tax, not opportunistic.

From a governance lens, the filing confirms transparency: the explanatory footnote clearly states the sale’s purpose. The CEO remains a significant shareholder, maintaining alignment with investors. There is no indication of aggressive insider selling or adoption of a 10b5-1 plan. Therefore, governance risk profile is unchanged, making the event non-impactful.

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^*

Bricker Jude

(Last) (First) (Middle)

C/O SUN COUNTRY AIRLINES 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		2,103(1)	D	$11.8346	125,486	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/ Rose Neale, attorney-in-fact for Jude Bricker	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

How many Sun Country (SNCY) shares did CEO Jude Bricker sell?

He sold 2,103 common shares on 07/01/2025.

What price did the shares sell for in the Form 4?

The weighted-average sale price was $11.8346 per share.

Why did the CEO sell Sun Country shares?

The sale was a mandated "sell-to-cover" to pay tax withholding on vested restricted stock units.

How many SNCY shares does Jude Bricker own after the sale?

He directly owns 125,486 shares following the transaction.

Does the filing involve any derivative securities?

No, the Form 4 reports no derivative security transactions.