Coley Stephen Andrew 4

What Happened

• Stephen Andrew Coley, Chief Operating Officer of Sun Country Airlines Holdings, LLC, reported dispositions and conversions tied to the May 13, 2026 merger with Allegiant. The Form 4 shows: a disposition of 43,838 Sun Country shares/units to the issuer and a related derivative award/acquisition and immediate disposition of 27,535 derivative units (total 71,373 units affected). Prices are listed as N/A on the Form 4 because the actions reflect merger consideration and conversion, not open-market trades.
• Per the merger footnotes, direct Sun Country common shares were converted into merger consideration (Per Share Cash Consideration of $4.10 and a Merger Exchange Ratio of 0.1557 Allegiant shares). Outstanding Sun Country RSU and PRSU awards were assumed/converted into Allegiant (Parent) RSU/PRSU awards with the terms described in the filing.

Key Details

• Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely).
• Reported items: Disposition to issuer of 43,838 Company shares/units; Grant (derivative) of 27,535 Parent RSU/PRSU units and immediate disposition of those 27,535 derivative units.
• Prices/values on Form 4: N/A (conversion/merger consideration). Merger terms: $4.10 cash per Sun Country share plus 0.1557 Allegiant shares per Sun Country share (per footnotes).
• Shares affected breakdown (from footnotes): 6,294 direct Sun Country shares and 37,544 Company RSU units were part of the 43,838 reported; performance PRSUs were converted into Parent awards totaling 27,535 units.
• Shares held after transaction: Sun Country common shares/units were converted under the merger; the reporting person’s Sun Country holdings were replaced/converted into cash and Allegiant stock/awards as described.

Context

• These were not open-market purchases or sales but corporate conversion/cancellation and assumption of equity awards as part of the Allegiant merger—routine paperwork reflecting the deal consideration and award conversions, not a conventional insider buy/sell decision.
• The A (award) and D (disposition) derivative entries reflect conversion of Sun Country RSU/PRSU awards into Allegiant (Parent) awards and their disposition or conversion under merger terms.