BLAKEY MARION C 4

What Happened
Marion C. Blakey, a director of Sun Country Airlines Holdings (SNCY), disposed of 39,157 Sun Country shares on May 13, 2026. This was not an open-market sale but a disposition to the issuer under the merger with Allegiant: each Sun Country share converted into $4.10 in cash and 0.1557 shares of Allegiant stock. The transaction yielded $160,543.70 in cash and approximately 6,096.74 Allegiant shares in aggregate.

Key Details

• Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely filing).
• Consideration per Sun Country share: $4.10 cash + 0.1557 Allegiant shares.
• Total consideration for 39,157 shares: $160,543.70 cash + ~6,096.74 Allegiant shares.
• Shares held after transaction: Sun Country shares were converted/cancelled as part of the merger (no remaining SNCY common shares).
• Footnotes: The disposition reflects (a) 28,767 directly held Sun Country shares and (b) 10,390 previously granted restricted stock units that vested and converted in the merger. Sun Country changed from “Inc.” to “LLC” after the mergers.
• Transaction type: Disposition due to merger conversion (code D) — not a trade on the open market.

Context
This Form 4 reports conversion of Sun Country equity into merger consideration under the Agreement and Plan of Merger dated Jan 11, 2026. Such dispositions in a merger reflect contractual conversion of holdings rather than a director-initiated sale; they do not necessarily signal buying/selling intent.