{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-021071","form_type":"8-K","ticker":"SNCY","cik":"0001743907","company_name":"Sun Country Airlines Holdings, Inc.","filed_at":"2026-05-13T20:38:44+00:00","discovered_at":"2026-05-13T20:40:00.346695+00:00","generated_at":"2026-05-13T20:40:47.710065+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Allegiant completes acquisition of Sun Country; shareholders get $4.10 cash + 0.1557 ALGT shares","bullets":["Allegiant acquires Sun Country; each share converted into $4.10 cash + 0.1557 Allegiant shares (ALGT).","TRA terminated; $80.4M paid to TRA holders following change of control.","Sun Country common stock delisted from Nasdaq; trading suspended before May 13 open.","Sun Country board replaced; three former Sun Country directors join Allegiant board.","Jude Bricker resigns as CEO of Sun Country; serves as Special Advisor to Allegiant CEO."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-021071","json":"https://secwatch.observer/filing/0001140361-26-021071.json","markdown":"https://secwatch.observer/filing/0001140361-26-021071.md","text":"https://secwatch.observer/filing/0001140361-26-021071.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/ef20073188_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-13T20:40:47.710065+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"285cd9975c","claim":"Gail Peterson departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"286937d7d9","claim":"Thomas C. Kennedy departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3ab18daae2","claim":"Kerry Philipovitch departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"86b5ef02eb","claim":"Patrick O’Keeffe departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a0e3486aeb","claim":"Jude Bricker departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"aa362f1a36","claim":"Marion Blakey departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c3dcc30be4","claim":"Jude Bricker resigned as President and Chief Executive Officer at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"Mr. Bricker resigned as President and Chief Executive Officer of Sun Country.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"f47b0549a3","claim":"Jennifer Vogel departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fef5cb0aff","claim":"Wendy Schoppert departed as Director at Sun Country Airlines Holdings, Inc..","evidence_excerpt":"each of Marion Blakey, Jude Bricker, Thomas C. Kennedy, Patrick O’Keeffe, Gail Peterson, Kerry Philipovitch, Wendy Schoppert and Jennifer Vogel, the members of the Sun Country Board as of immediately prior to the First Effective Time, ceased to be members of the Sun Country Board and any committees thereunder on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"787227aaa6f5c2c26d04ec87c9d8ddb9947d238a","claim":"Sun Country Airlines Holdings, Inc.: Bylaws amended and restated in their entirety to match Merger Sub 1's bylaws.","evidence_excerpt":"Pursuant to the terms of the Merger Agreement, at the First Effective Time, Sun Country’s certificate of incorporation and bylaws were each amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub 1 as in effect immediately prior to the First Effective Time, except that references to Merger Sub 1’s name were replaced with references to Sun Country’s name.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"fc1ed8caa78aeb8db666d6a055ad2e25c1780fa5","claim":"Sun Country Airlines Holdings, Inc.: Certificate of incorporation amended and restated in its entirety to match Merger Sub 1's certificate.","evidence_excerpt":"Pursuant to the terms of the Merger Agreement, at the First Effective Time, Sun Country’s certificate of incorporation and bylaws were each amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub 1 as in effect immediately prior to the First Effective Time, except that references to Merger Sub 1’s name were replaced with references to Sun Country’s name.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"24b6b41be56c0ed38950c1f782ab3fcb3477f1ba","claim":"Sun Country Airlines Holdings, Inc. underwent a change of control involving Allegiant Travel Company for $4.10 in cash, without interest and 0.1557 shares of Allegiant common stock per share (closed 2026-05-13).","evidence_excerpt":"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 ”),","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm","confidence":0.97,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Allegiant Travel Company"},{"label":"Consideration","value":"$4.10 in cash, without interest and 0.1557 shares of Allegiant common stock per share"},{"label":"Closing","value":"2026-05-13"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}