Sun Country Airlines Holdings, Inc. 8-K

What Happened

• Sun Country Airlines Holdings, Inc. (SNCY) announced on January 11, 2026 that it entered into an Agreement and Plan of Merger with Allegiant Travel Company and Allegiant subsidiaries. The two-step merger will result in Sun Country becoming a wholly owned subsidiary of Allegiant.
• Under the deal, each outstanding Sun Country common share will receive $4.10 in cash plus 0.1557 shares of Allegiant common stock. The transaction requires approvals from Sun Country and Allegiant stockholders and regulatory clearances (FAA, DOT, DHS/TSA) and HSR Act waiting period expiration.

Key Details

• Merger consideration: $4.10 per share cash + 0.1557 Allegiant shares per Sun Country share.
• Equity treatment: outstanding Sun Country stock options will convert into Allegiant options (adjusted by exchange ratio); RSUs and PRSUs will be assumed/converted (PRSUs converted using a 125% average performance factor and will become time-vesting); non‑employee directors and certain former service providers’ awards will vest and convert into the merger consideration.
• Corporate changes: Sun Country will be delisted from Nasdaq and deregistered after closing; Allegiant’s board will expand by three seats and three directors designated by Sun Country will join Allegiant’s board, including Sun Country CEO Jude Bricker.
• Break fees and timing: the agreement can be terminated if not closed by January 11, 2027 (extensions possible for regulatory approvals). Allegiant may owe Sun Country a $52.23M termination fee in certain scenarios; Sun Country may owe Allegiant $33.02M in certain scenarios; an additional $30M is payable by Allegiant if HSR clearance fails in specified circumstances. Expense reimbursements up to $11M may apply if stockholder approval is not obtained.

Why It Matters

• For Sun Country shareholders: the deal offers a fixed cash component plus Allegiant stock, but is subject to stockholder votes and regulatory approvals; closing would remove Sun Country shares from Nasdaq and convert holders into Allegiant shareholders (dilution potential for Allegiant).
• For investors in both airlines: the merger changes ownership, board composition and equity awards, and introduces termination fees and regulatory risks that could affect timing and certainty of closing. A registration statement and joint proxy/S-4 will be filed with the SEC with more details for shareholders ahead of votes.