Neale Erin Rose 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country (SNCY) SVP Erin Neale Rose Receives and Sells Shares
What Happened
- Erin Neale Rose, Senior Vice President and Chief Legal Officer of Sun Country, shows multiple transactions on May 13, 2026 tied to the Allegiant Travel merger. The Form 4 lists: disposition to issuer of 38,931 Company shares (direct), disposition to issuer of 20,150 derivative shares, a grant/acquisition of 36,720 derivative shares, and a disposition to issuer of 36,720 derivative shares. All transactions report N/A for per-share price because they were effected under the merger consideration rather than open-market trades.
- These entries reflect the closing of the merger agreement: Sun Country common shares were converted into a mix of cash ($4.10 per Sun Country share, per filing) and Allegiant common stock (merger exchange ratio 0.1557), and outstanding RSUs, PRSUs and options were assumed, converted, or settled into Allegiant equivalents under the merger terms.
Key Details
- Transaction date: May 13, 2026; Form filed May 15, 2026 (filed two days after the transactions).
- Reported transactions (all N/A price because of merger settlement): D — 38,931 direct shares; D — 20,150 derivative shares; A — 36,720 derivative shares (granted/assumed); D — 36,720 derivative shares (disposed/settled).
- Shares owned prior to conversion: filing notes 8,385 Sun Country common shares and various outstanding RSU/PRSU/option awards that were converted per merger terms.
- Notable footnotes: (1) Transactions result from the Agreement and Plan of Merger with Allegiant (two-step merger). (2) Sun Country entity name changed to Sun Country Airlines Holdings, LLC. (3–6) Company common shares, RSUs, PRSUs and options were converted into cash and/or Allegiant stock or adjusted Allegiant awards/options; RSU/PRSU treatment (including double-trigger vesting protections for some awards) and option adjustments are described in the filing.
- Timeliness: Filing appears timely (Form 4 filed two days after the May 13 transactions).
Context
- These are not open-market buys/sells but merger-related conversions and settlements: derivative awards (RSUs/PRSUs and converted options) were converted into Allegiant awards or settled for merger consideration. Because the consideration includes a cash component and an exchange into Allegiant shares, the Form 4 reports N/A per-share prices rather than market trade prices.
- This filing documents corporate-merger-driven transfers rather than voluntary insider trading; it does not by itself indicate a buy/sell signal about future stock performance.
Insider Transaction Report
Form 4Exit
Neale Erin Rose
SVP, Chief Legal Officer
Transactions
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−38,931→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-05-13−20,150→ 0 totalExercise: $33.50Exp: 2031-07-27→ Common Stock (20,150 underlying) - Award
Performance Restricted Stock Units
[F1][F2][F6]2026-05-13+36,720→ 36,720 total→ Common Stock (36,720 underlying) - Disposition to Issuer
Performance Restricted Stock Units
[F1][F2][F6]2026-05-13−36,720→ 0 total→ Common Stock (36,720 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 8,385 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 30,546 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.
- [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.
Signature
/s/ Rose Neale|2026-05-15