Bricker Jude 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country (SNCY) CEO Jude Bricker Sells Shares in Merger
What Happened
- Jude Bricker, Chief Executive Officer of Sun Country Airlines Holdings, LLC (formerly Sun Country Airlines Holdings, Inc.), reported multiple dispositions and equity conversions on May 13, 2026 in connection with the merger of Sun Country into Allegiant Travel Company. The Form 4 shows a disposition of 167,982 Sun Country common shares and additional derivative/award transactions (1,411,492 shares and 294,913 shares) plus a reported grant/acquisition of 294,913 derivative shares that were immediately disposed. The filing lists prices as N/A because these were corporate-merger conversions rather than open-market trades.
- Under the merger terms, each Sun Country common share was converted into $4.10 in cash (the Per Share Cash Consideration) and 0.1557 shares of Allegiant common stock (the Per Share Stock Consideration). The cash portion for the 167,982 Sun Country shares equals about $688,726.20. Many outstanding Sun Country options, RSUs and PRSUs were converted into Allegiant (Parent) awards and, per the footnotes, became fully vested upon the reporting person’s termination of employment.
Key Details
- Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely filing).
- Reported transactions on the Form 4 (all tied to the merger): Disposition to issuer (D) — 167,982 shares; Disposition to issuer (D, derivative) — 1,411,492 shares; Grant/Award (A, derivative) — 294,913 shares (acquired) and Disposition to issuer (D, derivative) — 294,913 shares (disposed). Prices reported as N/A on the filing.
- Shares owned after transaction: Filing indicates Sun Country common shares and awards were converted into merger consideration; reporting person’s Sun Country common shares were converted into cash and Allegiant shares/awards per the Merger Agreement (effectively ending holding of Sun Country common stock).
- Notable footnotes: (F1–F2) describe the two-step merger and Sun Country’s name change to Sun Country Airlines Holdings, LLC; (F3–F6) explain conversion mechanics: direct shares converted into $4.10 cash + 0.1557 Allegiant shares; RSUs, PRSUs and options were converted into Allegiant awards/options (adjusted by exchange ratios) and became fully vested upon the reporting person’s termination.
- Filing timeliness: Not late (transaction May 13; Form 4 filed May 15).
Context
- These were merger-related conversions/settlements, not open-market buying or selling. The reported "dispositions" reflect conversion/settlement of Sun Country equity into the merger consideration (cash and Allegiant stock) and conversion/vesting of derivative awards, rather than routine insider sales for liquidity.
- For retail investors: such filings document how insider equity was handled in the transaction — they do not by themselves signal buy/sell views on the surviving company.
Insider Transaction Report
Form 4Exit
Bricker Jude
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−167,982→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-05-13−1,411,492→ 0 totalExercise: $5.30Exp: 2028-11-21→ Common Stock (1,411,492 underlying) - Award
Performance Restricted Stock Units
[F1][F2][F6]2026-05-13+294,913→ 294,913 total→ Common Stock (294,913 underlying) - Disposition to Issuer
Performance Restricted Stock Units
[F1][F2][F6]2026-05-13−294,913→ 0 total→ Common Stock (294,913 underlying)
Footnotes (6)
- [F1]On May 13, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 11, 2026, by and among Sun Country Airlines Holdings, Inc. ("Sun Country" ), Allegiant Travel Company ("Allegiant"), Mirage Merger Sub, Inc. ("Merger Sub 1") and a direct wholly owned subsidiary of Allegiant, Sawdust Merger Sub, LLC ("Merger Sub 2"), a direct wholly owned subsidiary of Allegiant: (a) Merger Sub 1 merged with and into Sun Country (the "First Merger"), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of Allegiant and (b) immediately after the First Merger, Sun Country merged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of Allegiant (the "Second Merger" and, together with the First Merger, the "Mergers"). All terms capitalized but not defined herein shall have the meaning given to them in the Merger Agreement.
- [F2](Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.
- [F3]Reflects 63,124 shares of Sun Country common stock ("Company Shares"), par value $0.01 per share, held directly by the reporting person, which, as of the effective time of the First Merger (the "First Effective Time") were converted into the right to receive (a) $4.10 in cash, without interest (the "Per Share Cash Consideration") and (b) 0.1557 (the "Merger Exchange Ratio") shares of Allegiant common stock ("Parent Shares"), par value $0.001 per share (the "Per Share Stock Consideration" and, together with the Per Share Cash Consideration, the "Merger Consideration").
- [F4]Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 104,858 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant restricted stock unit award ("Parent RSU Award") covering a number of Parent Shares equal to the product of (x) the number of Company Shares underlying such Company RSU Award and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share. The Parent RSU Awards will continue to have the same terms and conditions as the Company RSU Awards, including any double-trigger vesting protections. Upon the reporting person's termination of employment, the Parent RSU Awards became fully vested.
- [F5]Reflects each outstanding stock option to purchase Company Shares previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was automatically converted into stock option(s) for Parent Shares, regardless of exercise price (the "Converted Options" and each a "Converted Option"). Each Converted Option covers a number of Parent Shares equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share, with a corresponding adjusted exercise price equal to the product of (A) the original exercise price per share and (B) the quotient obtained by dividing the Parent Measurement Price by the Merger Consideration Closing Value, rounded up to the nearest whole cent and otherwise remains subject to the same terms and conditions as the original grant.
- [F6]Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant time-based restricted stock unit award ("Parent PRSU Award"), covering a number of Parent Shares equal to the quotient obtained by dividing (i) the product of (A) the number of Company Shares underlying such Company PRSU Award (deemed to be equal to 125% of the 'target' amount granted) and (B) the Merger Consideration Closing Value, by (ii) the Parent Measurement Price, rounded down to the nearest whole share. The Parent PRSU Awards will continue to have the same terms and conditions as the Company PRSU Awards, including any double-trigger vesting protections, but not any performance-based vesting conditions. Upon the reporting person's termination of employment, the Parent PRSU Awards became fully vested.
Signature
/s/ Rose Neale, as attorney-in-fact for Jude Bricker|2026-05-15