Sun Country (SNCY) CAO updates equity holdings after Allegiant merger

(Neutral)

Form Type

Rhea-AI Filing Summary

Sun Country Airlines Holdings, LLC executive Christopher Michael Mangione, Chief Accounting Officer and VP, Finance, reported merger-related changes to his equity holdings. On May 13, 2026, in connection with Sun Country’s merger into Allegiant subsidiaries, he disposed of 10,682 shares of common stock back to the issuer.

He also disposed of 5,176 Performance Restricted Stock Units tied to Sun Country common stock and received a new grant of 5,176 Performance Restricted Stock Units, reflecting replacement awards under Allegiant equity. Separately, 1,332 Sun Country shares held directly were converted into cash of $4.10 per share plus 0.1557 Allegiant shares per Sun Country share as merger consideration.

Insider Trade Summary

Net Seller: 10,682 shares

Net Sell 3 txns

Insider Mangione Christopher Michael

Role Chief Acct. Off. & VP, Finance

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units	5,176	$0.00	$0.00
Disposition	Performance Restricted Stock Units	5,176	$0.00	$0.00
Disposition	COMMON STOCK	10,682	$0.00	$0.00

Holdings After Transaction: Performance Restricted Stock Units — 0 shares (Direct); COMMON STOCK — 0 shares (Direct)

Footnotes (5)

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 1,332 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 9,350 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant restricted stock unit award ("Parent RSU Award") covering a number of Parent Shares equal to the product of (x) the number of Company Shares underlying such Company RSU Award and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share. The Parent RSU Awards will continue to have the same terms and conditions as the Company RSU Awards, including any double-trigger vesting protections.
F5. Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant time-based restricted stock unit award ("Parent PRSU Award"), covering a number of Parent Shares equal to the quotient obtained by dividing (i) the product of (A) the number of Company Shares underlying such Company PRSU Award (deemed to be equal to 125% of the 'target' amount granted) and (B) the Merger Consideration Closing Value, by (ii) the Parent Measurement Price, rounded down to the nearest whole share. The Parent PRSU Awards will continue to have the same terms and conditions as the Company PRSU Awards, including any double-trigger vesting protections, but not any performance-based vesting conditions.

Key Figures

Common shares disposed to issuer: 10,682 shares Performance RSUs disposed: 5,176 units Performance RSUs granted: 5,176 units +4 more

7 metrics

Common shares disposed to issuer 10,682 shares Disposition to issuer on May 13, 2026

Performance RSUs disposed 5,176 units Performance Restricted Stock Units, issuer disposition

Performance RSUs granted 5,176 units Grant/award acquisition on May 13, 2026

Common shares converted 1,332 shares Sun Country common converted into cash and Allegiant stock

Per share cash consideration $4.10 per share Cash component of merger consideration

Merger exchange ratio 0.1557 shares Allegiant shares per Sun Country share

Sun Country RSU award size 9,350 units Restricted stock units converted into Allegiant RSU awards

Key Terms

Agreement and Plan of Merger, Merger Exchange Ratio, Per Share Cash Consideration, Performance Restricted Stock Units, +1 more

5 terms

Agreement and Plan of Merger regulatory

"On May 13, 2026, 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 Exchange Ratio financial

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

Performance Restricted Stock Units financial

"Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted..."

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

double-trigger vesting protections financial

"The Parent RSU Awards will continue to have the same terms and conditions... including any double-trigger vesting protections."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/15/2026 - 08:40 PM

FAQ

What insider transactions did Sun Country (SNCY) executive Christopher Mangione report?

Christopher Mangione reported issuer-related transactions on May 13, 2026. He returned 10,682 Sun Country common shares to the issuer, adjusted 5,176 performance RSUs, and received a new 5,176-unit performance RSU grant aligned with Allegiant equity after the merger.

How were Christopher Mangione’s Sun Country (SNCY) common shares treated in the Allegiant merger?

Mangione’s 1,332 Sun Country common shares were converted into merger consideration. Each share became the right to receive $4.10 in cash plus 0.1557 Allegiant common shares, combining a cash component with Allegiant stock exposure.

What happened to Sun Country (SNCY) performance-based RSUs held by Christopher Mangione?

His outstanding Sun Country performance-based RSU awards were assumed and converted into Allegiant time-based RSU awards. The number of Allegiant shares is determined by a formula using 125% of target units, the merger consideration closing value, and the Allegiant measurement price.

How were Sun Country (SNCY) restricted stock units converted in the merger with Allegiant?

Each Sun Country RSU award was converted into an Allegiant RSU award. The Allegiant award share count equals Sun Country units multiplied by a value ratio, rounded down, while preserving original terms such as double-trigger vesting protections from the Sun Country awards.

What is the merger consideration formula for Sun Country (SNCY) shareholders?

Each Sun Country common share was converted into cash and stock consideration. Holders receive $4.10 in cash plus 0.1557 Allegiant common shares per Sun Country share, combining immediate cash value with continuing ownership in Allegiant.

What did Sun Country (SNCY) change its name to after the Allegiant merger?

Following the completion of the mergers with Allegiant entities, Sun Country Airlines Holdings, Inc. changed its name. It is now known as Sun Country Airlines Holdings, LLC, reflecting its status as a wholly owned subsidiary within Allegiant’s corporate structure.

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^*

Mangione Christopher Michael

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Acct. Off. & VP, Finance

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	05/13/2026		D		10,682⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁵⁾	05/13/2026		A		5,176		⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽⁵⁾	Common Stock	5,176	⁽¹⁾⁽²⁾⁽⁵⁾	5,176	D
Performance Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁵⁾	05/13/2026		D			5,176	⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽⁵⁾	Common Stock	5,176	⁽¹⁾⁽²⁾⁽⁵⁾	0	D

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 1,332 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 9,350 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant restricted stock unit award ("Parent RSU Award") covering a number of Parent Shares equal to the product of (x) the number of Company Shares underlying such Company RSU Award and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share. The Parent RSU Awards will continue to have the same terms and conditions as the Company RSU Awards, including any double-trigger vesting protections.

5. Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant time-based restricted stock unit award ("Parent PRSU Award"), covering a number of Parent Shares equal to the quotient obtained by dividing (i) the product of (A) the number of Company Shares underlying such Company PRSU Award (deemed to be equal to 125% of the 'target' amount granted) and (B) the Merger Consideration Closing Value, by (ii) the Parent Measurement Price, rounded down to the nearest whole share. The Parent PRSU Awards will continue to have the same terms and conditions as the Company PRSU Awards, including any double-trigger vesting protections, but not any performance-based vesting conditions.

	/s/ Rose Neale, as attorney-in-fact for Christopher Mangione	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.
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* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR