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

Rhea-AI Filing Summary

Insider sale to cover taxes: An officer of Sun Country Airlines Holdings, Inc. (SNCY) sold 224 shares of common stock in a sell-to-cover transaction at an average price of $11.6994 per share. After the sale the reporting person beneficially owned 24,885 shares. The form indicates the sale was executed to satisfy tax withholding obligations tied to the vesting of restricted stock units and was not a discretionary open-market trade.

The filing shows a routine tax-related disposition rather than a compensation-driven change in ownership strategy. The transaction reduces the insider's direct holdings by the stated amount and is disclosed under Section 16 reporting rules.

Positive

• Sale explicitly labeled as a sell-to-cover for tax withholding, indicating non-discretionary nature
• Insider retains 24,885 shares after the transaction, maintaining meaningful ownership

Negative

• Insider disposed of 224 shares, reducing direct holdings by that amount
• Sale occurred at an average price of $11.6994, which is the realized price for this tranche

Insights

Corporate Governance Analyst

TL;DR: This is a routine sell-to-cover insider sale tied to RSU vesting, not an opportunistic divestment.

The sale of 224 shares at $11.6994 appears solely to satisfy tax withholding on vested restricted stock units; the filing explicitly states the transaction was mandated for tax purposes.

The principal dependency is continued compliance with compensation withholding requirements; monitor future equity grants or additional scheduled withholding events for any change in insider selling patterns over the next 12 months.

Compensation & Tax Specialist

TL;DR: The transaction reflects standard tax-settlement mechanics for equity compensation, reducing shares held but not indicating discretionary cashing out.

Sell-to-cover transactions are a common mechanism to fund tax obligations when restricted stock units vest; the reporting clarifies the sale was mandated and not a voluntary trade decision by the reporting person.

Investors may check upcoming vesting schedules and total outstanding equity awards to assess recurring dilution or withholding needs within the next year.

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^*

Gyurci John

(Last) (First) (Middle)

C/O SUN COUNTRY AIRLINES HOLDINGS, INC.

2005 CARGO RD.

(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)
	Chief Acct. Off. & VP, Finance

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		S		224(1)	D	$11.6994	24,885	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, as attorney-in-fact for John Gyurci	10/06/2025
	** 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

What did Sun Country (SNCY) insider John Gyurci sell?

The reporting person sold 224 shares of common stock in a sell-to-cover transaction.

Why was the sale of SNCY shares executed?

The sale was executed to satisfy tax withholding obligations related to the vesting of restricted stock units.

At what price were the SNCY shares sold?

The shares were sold at an average price of $11.6994 per share.

How many SNCY shares does the reporting person own after the sale?

The reporting person beneficially owned 24,885 shares following the reported transaction.

Does this Form 4 indicate a discretionary insider sale?

No. The filing states the sale was mandated to satisfy tax withholding and does not represent a discretionary trade.