Sun Country Airlines Holdings, Inc.

false 0001743907 NASDAQ 0001743907 2026-04-28 2026-04-28 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): April 28, 2026 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2005 Cargo Road Minneapolis , Minnesota 55450 (Address of principal executive offices) (Zip Code) (Registrant’s telephone number, including area code): ( 651 ) 681-3900 (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 8.01. Other Events. As previously announced, on January 11, 2026, Sun Country Airlines Holdings, Inc., a Delaware corporation (“ Sun Country ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Allegiant Travel Company, a Nevada corporation (“ Allegiant ”), 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 First Merger, 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. On March 27, 2026, Allegiant filed a registration statement on Form S-4 (the “ Registration Statement ”) with the Securities and Exchange Commission (the “ SEC ”), which includes a prospectus with respect to the shares of Allegiant’s common stock to be issued in the First Merger and a joint proxy statement for Allegiant’s and Sun Country’s respective stockholders. The Registration Statement was declared effective on March 31, 2026. Following effectiveness of the Registration Statement, Allegiant filed a final prospectus on March 31, 2026 and Sun Country filed a definitive proxy statement on March 31, 2026 (together, the “ Joint Proxy Statement/Prospectus ”). Sun Country and Allegiant commenced mailing the Joint Proxy Statement/Prospectus to their respective stockholders on or about March 31, 2026. Each of Sun Country and Allegiant will hold a special meeting of its stockholders on May 8, 2026 in connection with the transactions contemplated by the Merger Agreement as further described in the Joint Proxy Statement/Prospectus. Litigation Related to the Mergers Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, two lawsuits challenging the Mergers have been filed in the New York County Supreme Court (each, a “ Lawsuit ” and, collectively, the “ Lawsuits ”). The first Lawsuit, captioned Weiss v. Sun Country Airlines Holdings, Inc. et al. , Index No. 652273/2026 (N.Y. Sup. Ct. N.Y. Cnty. Apr. 16, 2026) was filed on April 16, 2026, and the second Lawsuit, captioned Williams v. Sun Country Airlines Holdings, Inc. et al. , Index No. 652288/2026 (N.Y. Sup. Ct. N.Y. Cnty. Apr. 17, 2026), was filed on April 17, 2026. In addition, Sun Country and Allegiant have each received demand letters from certain purported stockholders of Sun Country and Allegiant, as applicable, that allege deficiencies and/or omissions in the Joint Proxy Statement/Prospectus (collectively, the “ Demand Letters ” and together with the Lawsuits, the “ Matters ”). The Matters each allege that, among other things, the Joint Proxy Statement/Prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Mergers and seek additional disclosures to remedy these purported deficiencies. Sun Country and Allegiant believe that the allegations in the Matters are without merit. There can be no assurances that additional lawsuits or demands will not be filed or made against Sun Country and/or Allegiant with respect to the Mergers. If this occurs, neither Sun Country nor Allegiant will necessarily announce them. Sun Country and Allegiant believe that the disclosures set forth in the Joint Proxy Statement/Prospectus comply fully with applicable law and stock exchange rules and that no further disclosure beyond that already contained in the Joint Proxy Statement/Prospectus is required under applicable law or stock exchange rules. However, in order to moot such disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the completion of the Mergers, and without admitting any culpability, liability or wrongdoing and without admitting the relevance or materiality of such disclosures, Sun Country and Allegiant are voluntarily supplementing the Joint Proxy Statement/Prospectus with the disclosures set forth below (the “ Supplemental Disclosures ”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Sun Country and Allegiant specifically deny all allegations in the Matters, including that any additional disclosure was or is required. Supplemental Disclosures to the Joint Proxy Statement/Prospectus The Supplemental Disclosures should be read in connection with the Joint Proxy Statement/Prospectus, which should be read in its entirety, including all risk factors and cautionary notes contained therein. The inclusion in the Supplemental Disclosures of certain information should not be regarded as an indication that any of Sun Country, Allegiant or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. To the extent that information herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information contained herein supersedes the information contained in the Joint Proxy Statement/Prospectus. The information contained herein speaks only as of the date of this Current Report on Form 8-K, unless the information indicates another date applies. Capitalized terms used but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus, unless otherwise defined below. All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwi