Kennedy Thomas C 4

What Happened
Thomas C. Kennedy, a director of Sun Country Airlines Holdings (SNCY), had 27,472 Company shares and 10,390 restricted stock units (RSUs) converted and disposed on May 13, 2026 as part of the merger with Allegiant. All 37,862 Sun Country holdings were exchanged for the merger consideration: $4.10 cash per Sun Country share (≈ $155,234 total) plus 0.1557 Allegiant shares per Sun Country share (≈ 5,895 Allegiant shares). This was a disposition due to the merger, not an open-market sale.

Key Details

• Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely filing).
• Type: Disposition to issuer (Code D) as part of the Agreement and Plan of Merger.
• Consideration per share: $4.10 cash + 0.1557 Allegiant common shares.
• Shares/units converted: 27,472 direct Company shares + 10,390 RSUs = 37,862 total.
• Cash received (approx.): $155,234.20; Allegiant shares received (approx.): 5,895.
• Shares owned after transaction: the reported Sun Country common stock and RSUs were converted/cancelled as part of the merger (no remaining Company common shares reported).
• Footnotes: RSUs were vested (to the extent unvested) and cancelled and converted; Sun Country reorganized as Sun Country Airlines Holdings, LLC following the mergers.

Context
This disposition reflects the merger closing mechanics—shareholders received a fixed cash amount plus Allegiant stock under the merger agreement—so it’s not an indicator of insider sentiment via market selling. For retail investors, such merger-related conversions are routine corporate-actions that change the form of ownership (cash + parent company shares) rather than voluntary insider sales.