---
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"
generated_at: "2026-05-13T20:40:47.710065+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Allegiant completes acquisition of Sun Country; shareholders get $4.10 cash + 0.1557 ALGT shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-26-021071
- JSON: https://secwatch.observer/filing/0001140361-26-021071.json
- Plain text: https://secwatch.observer/filing/0001140361-26-021071.txt

## Key facts
- Executive change
  Gail Peterson departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Thomas C. Kennedy departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Kerry Philipovitch departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Patrick O’Keeffe departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Jude Bricker departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Marion Blakey departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Jude Bricker resigned as President and Chief Executive Officer at Sun Country Airlines Holdings, Inc..
  - Action: resigned
  - Role: President and Chief Executive Officer
  source text: Mr. Bricker resigned as President and Chief Executive Officer of Sun Country.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Jennifer Vogel departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Executive change
  Wendy Schoppert departed as Director at Sun Country Airlines Holdings, Inc..
  - Action: ceased to be a member
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Governance Changes
  Sun Country Airlines Holdings, Inc.: Bylaws amended and restated in their entirety to match Merger Sub 1's bylaws.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- Governance Changes
  Sun Country Airlines Holdings, Inc.: Certificate of incorporation amended and restated in its entirety to match Merger Sub 1's certificate.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Allegiant Travel Company
  - Consideration: $4.10 in cash, without interest and 0.1557 shares of Allegiant common stock per share
  - Closing: 2026-05-13
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1743907/000114036126021071/0001140361-26-021071-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.