Sun Country Airlines Holdings, Inc.

false 12-31 0001743907 0001743907 2026-05-13 2026-05-13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 Sun Country Airlines Holdings, Inc. (Sun Country Airlines Holdings, LLC as successor by merger to Sun Country Airlines Holdings, Inc.) ( Exact name of Registrant as specified in its charter ) Nevada 001-40217 82-4092570 ( State of incorporation ) (Commission File Number) (I.R.S. Employer Identification No.) 1201 North Town Center Drive Las Vegas , Nevada 89144 (Address of principal executive offices) (Zip Code) (Registrant’s telephone number, including area code): ( 702 ) 851-7300 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value per share SNCY The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.02. Termination of a Material Definitive Agreement Termination of Credit and Guaranty Agreement On May 13, 2026, in connection with the consummation of the Mergers (as defined below), Sun Country, Inc., a Minnesota corporation and a wholly owned subsidiary of Sun Country Airlines Holdings, Inc., a Delaware corporation (“ Sun Country ”) terminated the Credit and Guaranty Agreement, dated as of March 24, 2025, by and among Sun Country, Inc., Sun Country, as Guarantor, MUFG Bank, Ltd., as a Lender, Sumitomo Mitsui Banking Corporation, as a Lender and UMB Bank, N.A., as administrative agent and security trustee, as such agreement may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time, and all commitments and obligations under such agreement, other than certain continuing indemnity obligations, were satisfied and discharged in full. Termination of Tax Receivable Agreement As previously disclosed, in connection with Sun Country’s initial public offering in 2021 (“ IPO ”), Sun Country entered into the Income Tax Receivable Agreement, dated as of March 19, 2021, among Sun Country and SCA Horus Holdings, LLC, a Delaware limited liability company (the “ TRA ”) and other TRA holders, including, but not limited to, Jude Bricker, Chief Executive Officer and member of the Sun Country board of directors (the “ Sun Country Board ”) and Kerry Philipovitch, a member of the Sun Country Board. The TRA generally provides for the payment by Sun Country to the TRA holders of 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that Sun Country and its subsidiaries actually realize (or are deemed to have realized in certain circumstances) for periods starting at least 12 months after the closing date of Sun Country’s IPO as a result of the utilization of tax attributes existing at the time of Sun Country’s IPO. The consummation of the Mergers (as defined below) constituted a change of control under the terms of the TRA. Pursuant to the terms of the TRA, such change of control resulted in the termination of the TRA and the payment of approximately $80.4 million to the TRA holders. Such payment represented the present value of the estimated payments owed to the TRA holders under the TRA. Item 2.01. Completion of Acquisition or Disposition of Assets. Merger Agreement Closing On May 13, 2026 (the “ Closing Date ”), Allegiant Travel Company, a Nevada corporation (“ Allegiant ”), completed the previously announced acquisition of Sun Country pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 11, 2026, by and among Allegiant, Sun Country, Mirage Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Allegiant (“ Merger Sub 1 ”), and Sawdust Merger Sub, LLC, a Nevada limited liability company and a direct wholly owned subsidiary of Allegiant (“ Merger Sub 2 ”), providing for the merger of Merger Sub 1 with and into Sun Country (the “ First Merger ”), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of Allegiant, and immediately following the effective time of the First Merger (the “ First Effective Time ”), the merger of Sun Country with and into Merger Sub 2 (the “ Second Merger ” and, together with the First Merger, the “ Mergers ”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Allegiant. As a result of the Mergers, Sun Country became a wholly owned subsidiary of Allegiant on the Closing Date. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Merger Agreement. As previously disclosed, pursuant to the Merger Agreement and by virtue of the First Merger, at the First Effective Time, each issued and outstanding share (“ Share ”) of common stock, par value $0.01 per share of Sun Country (“ Sun Country Common Stock ”), was converted into the right to receive (i) $4.10 in cash, without interest (the “ Per Share Cash Consideration ”) and (ii) 0.1557 (the “ Merger Exchange Ratio ”) shares of Allegiant common stock (“ Allegiant Common Stock ”), par value $0.001 per share (the “ Per Share Stock Consideration ” and, together with the Per Share Cash Consideration, the “ Merger Consideration ”). Pursuant to the Merger Agreement, effective as of immediately prior to the First Effective Time, by virtue of the Mergers: • All outstanding stock options to purchase shares of Sun Country Common Stock granted pursuant to any Company Equity Award Plan, whether vested or unvested and regardless of exercise price, were automatically converted into stock options for Allegiant immediately before the First Effective Time, with no action required by the holder (the “ Converted Options ” and each a “ Converted Option ”). Each Converted Option covers a proportionately adjusted number of shares of Allegiant Common Stock and has a proportionately adjusted exercise price, in each case as determined in accordance with Section 2.5 of the Merger Agreement. The Converted Options continue to be governed by the same vesting schedules and terms, including any double‑trigger vesting protections; • Each outstanding Company RSU Award was assumed by Allegiant and converted into a Parent RSU Award covering a number of shares of Allegiant Common Stock as determined in accordance with Section 2.5 of the Merger Agreement. The Parent RSU Awards continue to have the same terms and conditions as the Company RSU Awards, including any double‑trigger vesting protections; • Each outstanding Company PRSU Award was assumed by Allegiant and converted into a Parent PRSU Award covering a number of shares of Allegiant Common Stock as determined in accordance with Section 2.5 of the Merger Agreement, with the underlying number of shares deemed to equal 125% of the target number of shares s