Sun Country Airlines Holdings, LLC (SNCY) SEC Filings, Apr-May 2026

Sun Country Airlines Holdings, Inc. stockholders approved its planned merger with Allegiant Travel Company. The Merger Agreement received 43,971,505 votes for, 32,926 against and 39,103 abstentions. A special meeting quorum was reached, with 44,043,534 shares represented, or about 81.27% of the 54,191,637 shares outstanding as of the record date.

Stockholders also approved the Compensation Proposal related to the merger and gave sufficient support for a potential Adjournment Proposal, though an adjournment was not needed once the merger was approved.

Sun Country Airlines Holdings, Inc. senior vice president and chief operating officer Stephen Andrew Coley reported an automatic sale of common stock tied to tax obligations. He sold 1,202 shares on May 4, 2026 at $15.679 per share in an open-market transaction.

According to the footnote, this sale was executed under a mandated “sell to cover” arrangement to fund tax withholding on vesting restricted stock units and was not a discretionary trade. After the transaction, Coley directly holds 6,294 shares of Sun Country common stock.

Allegiant Travel Company reports that its acquisition of Sun Country Airlines is expected to close in the coming weeks, with shareholder votes scheduled for May 8 and an anticipated closing around May 13. The parties received DOT approval in April and plan to integrate operations immediately after closing.

Management reiterated a $140 million run-rate synergy target, with roughly half of that expected in the first full year post-close (previously framed toward 2027). Post-close the combined entity is expected to own 163 of 172 passenger aircraft. Allegiant is maintaining standalone full-year guidance for now and will update estimates after near-term integration results.

Sun Country Airlines Holdings, Inc. reported first‑quarter 2026 net income of $24.1M, down from $36.5M a year earlier, as higher fuel, labor and merger-related costs reduced profitability. Total operating revenue rose 4% to $338.4M, driven mainly by a 64% increase in cargo revenue to $46.1M under its expanded Amazon flying agreement.

Passenger revenue was essentially flat at $285.3M, with 12% fewer passengers offset by a 12% rise in total fare per passenger to $221.85. Special items of $9.8M for professional services and other costs tied to the proposed Allegiant transaction weighed on results, cutting operating margin to 10.9% from 17.2%.

On January 11, 2026, Sun Country agreed to be acquired by Allegiant Travel Company. Each Sun Country share will be converted into $4.10 in cash plus 0.1557 Allegiant common shares. All key regulatory clearances are in place, and closing is expected as early as May 13, 2026, subject to stockholder approvals. The company ended the quarter with $153.7M in cash and cash equivalents, $66.0M in investments, and a $75.0M undrawn revolving credit facility.

Sun Country Airlines Holdings Inc reports that Vanguard Capital Management beneficially owned 2,698,666 shares of Common Stock, representing 5.07% of the class as reported. The filing shows Vanguard exercises sole dispositive power over 2,698,666 shares and sole voting power over 346,280 shares. The filing was signed on 04/30/2026 and the cover line indicates 03/31/2026 as the relevant date.

Sun Country Airlines Holdings, Inc. filed an amendment to its annual report to add Part III information on directors, governance and executive compensation, instead of issuing a proxy, as the company expects to be acquired by Allegiant Travel Company as early as May 13, 2026 following shareholder approval. The filing notes no changes to previously reported financial results. As of June 30, 2025, non-affiliate equity had an aggregate market value of about $624 million, and there were 53,223,302 common shares outstanding as of December 31, 2025. The amendment details a staggered eight-member board, committee structures, cybersecurity and compensation governance, 2025 bonus outcomes, and long-term incentive design with RSUs and PSUs, including change-in-control and clawback provisions tied to the pending Allegiant merger.

Allegiant Travel Company filed a Current Report on Form 8-K supplementing the Joint Proxy Statement/Prospectus for its proposed merger with Sun Country Airlines Holdings, Inc. The companies disclosed supplemental background information, updated management financial forecasts and valuation analyses, and noted two shareholder lawsuits and demand letters alleging disclosure deficiencies.

The supplement includes updated Allegiant forecasts (e.g., Net Income $137M 2026E, Operating Revenue $2,664M 2026E) and Sun Country forecasts (e.g., Operating Revenue $1,178M 2026E, Adjusted EBITDAR $209M 2026E), plus illustrative valuation ranges by Goldman Sachs for Sun Country and the pro forma combined company. The companies state they deny the claims but are providing supplemental disclosures to moot challenges.

Sun Country Airlines Holdings, Inc. filed a Current Report reporting supplemental disclosures to the definitive joint proxy statement/prospectus in connection with the previously announced merger agreement with Allegiant Travel Company. Each company scheduled special stockholder meetings for May 8, 2026.

The filing notes two lawsuits filed in New York County Supreme Court on April 16, 2026 and April 17, 2026, plus demand letters alleging disclosure deficiencies. Sun Country and Allegiant deny the allegations but voluntarily supplemented the proxy to moot claims, "without admitting any culpability, liability or wrongdoing." The filing includes amended management forecast tables and financial analyses used by advisors, including illustrative per-share valuation ranges and precedent-premia analyses.