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[Form 4] Sun Country Airlines Holdings, Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Sun Country Airlines Holdings, LLC CEO Jude Bricker restructured his equity in connection with Sun Country’s merger into Allegiant Travel Company. He disposed of 167,982 shares of Sun Country common stock and certain equity awards back to the issuer as part of the transaction mechanics, rather than through market sales.

Footnotes state that 63,124 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 Allegiant common shares per Sun Country share. Existing Sun Country RSU, performance RSU, and stock option awards were converted into Allegiant equity awards using formulas tied to the merger consideration closing value and a parent measurement price, with terms and vesting protections generally preserved. Following these changes, Bricker reported holding 294,913 performance-based restricted stock units, now structured as time-based awards.

Positive

  • None.

Negative

  • None.

Insights

CEO’s Sun Country equity was converted into Allegiant awards as part of the merger, not traded in the market.

The transactions show Jude Bricker’s Sun Country equity being retired or converted as Sun Country became a wholly owned subsidiary of Allegiant. The Form 4 records dispositions of common shares, options, and performance RSUs back to the issuer and a new grant of 294,913 performance RSUs.

Footnotes clarify that 63,124 Sun Country shares were converted into cash plus Allegiant stock at $4.10 cash and 0.1557 Allegiant shares per Sun Country share. Existing RSU, PRSU, and option awards were converted into Allegiant instruments with adjusted share counts and exercise prices, preserving vesting protections. These are structural merger-related changes rather than open-market buys or sells, so the informational signal for valuation is limited.

Insider Bricker Jude
Role Chief Executive Officer
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) 1,411,492 $0.00 $0.00
Grant/Award Performance Restricted Stock Units 294,913 $0.00 $0.00
Disposition Performance Restricted Stock Units 294,913 $0.00 $0.00
Disposition COMMON STOCK 167,982 $0.00 $0.00
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Performance Restricted Stock Units — 0 shares (Direct); COMMON STOCK — 0 shares (Direct)
Footnotes (6)
  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 63,124 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 104,858 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. Upon the reporting person's termination of employment, the Parent RSU Awards became fully vested.
  5. F5. Reflects each outstanding stock option to purchase Company Shares previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was automatically converted into stock option(s) for Parent Shares, regardless of exercise price (the "Converted Options" and each a "Converted Option"). Each Converted Option covers a number of Parent Shares equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share, with a corresponding adjusted exercise price equal to the product of (A) the original exercise price per share and (B) the quotient obtained by dividing the Parent Measurement Price by the Merger Consideration Closing Value, rounded up to the nearest whole cent and otherwise remains subject to the same terms and conditions as the original grant.
  6. F6. 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. Upon the reporting person's termination of employment, the Parent PRSU Awards became fully vested.
Common shares converted 63,124 shares Sun Country common stock converted at first merger effective time
Cash per Sun Country share $4.10 per share Per Share Cash Consideration in merger
Stock exchange ratio 0.1557 Allegiant shares Per Sun Country share as stock portion of merger consideration
Common stock disposed to issuer 167,982 shares Disposition of Sun Country common stock on May 13, 2026
Performance RSUs disposed 294,913 units Sun Country performance RSUs disposed to issuer on May 13, 2026
Performance RSUs granted 294,913 units New performance RSU grant reported following merger-related conversion
Options disposed 1,411,492 options Stock options to buy Sun Country shares disposed to issuer
Original option exercise price $5.30 per share Exercise price for disposed Sun Country stock options
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 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.
restricted stock unit award financial
"Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 104,858 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.
performance-based restricted stock unit award financial
"Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted..."
A performance-based restricted stock unit award is a promise to give company shares to an employee or executive only if the business hits specific targets over a set period. Think of it as a conditional prize that vests like a savings plan: if agreed goals (such as revenue, profit, or stock performance) are met, the recipient receives the shares; if not, they get nothing. Investors pay attention because these awards align management incentives with company results and can affect share count, future earnings and executive behavior.
Converted Options financial
"Reflects each outstanding stock option to purchase Company Shares... automatically converted into stock option(s) for Parent Shares..."
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 →

FAQ

What did Sun Country (SNCY) CEO Jude Bricker report in this Form 4?
Jude Bricker reported dispositions of Sun Country common stock, performance RSUs, and stock options back to the issuer, plus a new grant of 294,913 performance RSUs. These changes reflect equity restructuring tied to Sun Country’s merger into Allegiant Travel Company, not open-market trading.

How were Jude Bricker’s Sun Country (SNCY) common shares treated in the Allegiant merger?
Footnotes state 63,124 Sun Country common shares held directly by Jude Bricker were converted at the first merger effective time into $4.10 in cash per share plus 0.1557 Allegiant common shares per Sun Country share. This formed part of the overall merger consideration package he received.

What happened to Jude Bricker’s Sun Country (SNCY) RSU and PRSU awards?
Existing Sun Country RSU and performance-based RSU awards were assumed and converted into Allegiant RSU and PRSU awards. Share counts were adjusted using formulas based on the merger consideration closing value and a parent measurement price, while original terms, including double-trigger vesting protections, generally continued to apply.

How were Jude Bricker’s Sun Country (SNCY) stock options affected by the merger?
Each outstanding stock option to purchase Sun Country shares was automatically converted into an Allegiant stock option. The number of Allegiant shares covered and the adjusted exercise price were calculated using specified ratios involving the merger consideration closing value and the parent measurement price, while original grant terms remained in place.

Does this Sun Country (SNCY) Form 4 show open-market buying or selling by the CEO?
No. The Form 4 uses disposition-to-issuer codes and grant codes, and footnotes link all changes to the Allegiant merger. The reported transactions represent equity conversion, cancellation, and new awards tied to the merger structure, not open-market purchases or sales of Sun Country stock.
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*
Bricker Jude
(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
XOfficer (give title below)Other (specify below)
Chief Executive Officer
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 STOCK05/13/2026D167,982(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
Stock Option (Right to Buy)$5.305/13/2026D1,411,492 (1)(2)(5)11/21/2028Common Stock1,411,492(1)(2)(5)0D
Performance Restricted Stock Units(1)(2)(6)05/13/2026A294,913 (1)(2)(6) (1)(2)(6)Common Stock294,913(1)(2)(6)294,913D
Performance Restricted Stock Units(1)(2)(6)05/13/2026D294,913 (1)(2)(6) (1)(2)(6)Common Stock294,913(1)(2)(6)0D
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 63,124 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 104,858 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. Upon the reporting person's termination of employment, the Parent RSU Awards became fully vested.
5. Reflects each outstanding stock option to purchase Company Shares previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was automatically converted into stock option(s) for Parent Shares, regardless of exercise price (the "Converted Options" and each a "Converted Option"). Each Converted Option covers a number of Parent Shares equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share, with a corresponding adjusted exercise price equal to the product of (A) the original exercise price per share and (B) the quotient obtained by dividing the Parent Measurement Price by the Merger Consideration Closing Value, rounded up to the nearest whole cent and otherwise remains subject to the same terms and conditions as the original grant.
6. 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. Upon the reporting person's termination of employment, the Parent PRSU Awards became fully vested.
/s/ Rose Neale, as attorney-in-fact for Jude Bricker05/15/2026
** 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