Allegiant Travel CO

false 12-31 0001362468 0001362468 2026-05-13 2026-05-13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 ALLEGIANT TRAVEL COMPANY (Exact name of registrant as specified in its charter) Nevada 001-33166 20-4745737 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 1201 North Town Center Drive Las Vegas , NV 89144 (Address of principal executive offices) (Zip Code) ( 702 ) 851-7300 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 ALGT NASDAQ Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.01. Completion of Acquisition or Disposition of Assets. Merger Agreement Closing On May 13, 2026 (the “ Closing Date ”), Allegiant Travel Company, a Nevada corporation (“ Allegiant ”), completed the previously announced acquisition of Sun Country Airlines Holdings, Inc., a Delaware corporation (“ Sun Country ”), pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 11, 2026, by and among Allegiant, Sun Country, Mirage Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Allegiant (“ Merger Sub 1 ”), and Sawdust Merger Sub, LLC, a Nevada limited liability company and a direct wholly owned subsidiary of Allegiant (“ Merger Sub 2 ”), providing for the merger of Merger Sub 1 with and into Sun Country (the “ First Merger ”), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of Allegiant, and immediately following the effective time of the First Merger (the “ First Effective Time ”), the merger of Sun Country with and into Merger Sub 2 (the “ Second Merger ” and, together with the First Merger, the “ Mergers ”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Allegiant. As a result of the Mergers, Sun Country became a wholly owned subsidiary of Allegiant on the Closing Date. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Merger Agreement. As previously disclosed, pursuant to the Merger Agreement and by virtue of the First Merger, at the First Effective Time, each issued and outstanding share (“ Share ”) of common stock, par value $0.01 per share of Sun Country (“ Sun Country Common Stock ”), was converted into the right to receive (i) $4.10 in cash, without interest (the “ Per Share Cash Consideration ”) and (ii) 0.1557 (the “ Merger Exchange Ratio ”) shares of Allegiant common stock (“ Allegiant Common Stock ”), par value $0.001 per share (the “ Per Share Stock Consideration ” and, together with the Per Share Cash Consideration, the “ Merger Consideration ”). Pursuant to the Merger Agreement, effective as of immediately prior to the First Effective Time, by virtue of the Mergers: • All outstanding stock options to purchase shares of Sun Country Common Stock granted pursuant to any Company Equity Award Plan, whether vested or unvested and regardless of exercise price, were automatically converted into stock options for Allegiant immediately before the First Effective Time, with no action required by the holder (the “ Converted Options ” and each a “ Converted Option ”). Each Converted Option covers a proportionately adjusted number of shares of Allegiant Common Stock and has a proportionately adjusted exercise price, in each case as determined in accordance with Section 2.5 of the Merger Agreement. The Converted Options continue to be governed by the same vesting schedules and terms, including any double‑trigger vesting protections; • Each outstanding Company RSU Award was assumed by Allegiant and converted into a Parent RSU Award covering a number of shares of Allegiant Common Stock as determined in accordance with Section 2.5 of the Merger Agreement. The Parent RSU Awards continue to have the same terms and conditions as the Company RSU Awards, including any double‑trigger vesting protections; • Each outstanding Company PRSU Award was assumed by Allegiant and converted into a Parent PRSU Award covering a number of shares of Allegiant Common Stock as determined in accordance with Section 2.5 of the Merger Agreement, with the underlying number of shares deemed to equal 125% of the target number of shares subject to the Company PRSU Award. The Parent PRSU Awards continue to have the same terms and conditions as the Company PRSU Awards, including any double‑trigger vesting protections, provided that there will no longer be any performance-based vesting conditions, and the Parent PRSU Award is a time-vesting award eligible to vest on the last day of the performance period applicable to the Company PRSU Award; and • With respect to non-employee Sun Country board members and former employees/service providers to Sun Country, each Company Equity Award held by such individuals became fully vested (to the extent not yet vested), cancelled and converted into the right to receive the Merger Consideration. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On the Closing Date, effective as of the effective time of the Second Merger, as approved by resolutions of Allegiant’s board of directors (the “ Allegiant Board ”) and pursuant to the terms of the Merger Agreement, the Allegiant Board approved and adopted an amendment to Allegiant’s bylaws (the “ Bylaws Amendment ”) to change the number of directors on the Board from eight to eleven , and three directors designated by Sun Country joined the Allegiant Board: (i) Jude Bricker, the President and CEO of Sun Country, and current member of the Sun Country board of directors (the “ Sun Country Board ”), (ii) Jennifer Vogel, a current member of the Sun Country Board, and (iii) Thomas Kennedy, a current member of the Sun Country Board . As approved by resolutions of Allegiant’s Board, Ms. Vogel was placed on the Compensation Committee of the Board, and Mr. Kennedy was placed on the Audit Committee of the Board. Other than with respect to Mr. Bricker’s fee arrangement pursuant to the Advisory Services Agreement (as defined below), Mr. Bricker, Ms. Vogel and Mr. Kennedy will receive compensation for service as a non-employee director consistent with