Sun Country Airlines Holdings, Inc. — fact timeline

Sun Country Airlines Holdings, Inc. terminated Credit and Guaranty Agreement with MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, UMB Bank, N.A. (effective 2026-05-13).

“On May 13, 2026, in connection with the consummation of the Mergers (as defined below), Sun Country, Inc., a Minnesota corporation and a wholly owned subsidiary of Sun Country Airlines Holdings, Inc., a Delaware corporation (“ Sun Country ”) terminated the Credit and Guaranty Agreement, dated as of March 24, 2025, by and among Sun Country, Inc., Sun Country, as Guarantor, MUFG Bank, Ltd., as a Lender, Sumitomo Mitsui Banking Corporation, as a Lender and UMB Bank, N.A., as administrative agent and security trustee, as such agreement may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time, and all commitments and obligations under such agreement, other than certain continuing indemnity obligations, were satisfied and discharged in full.”

Sun Country Airlines Holdings, Inc.: Bylaws amended and restated in their entirety to match Merger Sub 1's bylaws.

“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.”

Sun Country Airlines Holdings, Inc.: Certificate of incorporation amended and restated in its entirety to match Merger Sub 1's certificate.

“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.”

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).

“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 ”),”

Jude Bricker resigned as President and Chief Executive Officer at Sun Country Airlines Holdings, Inc..

“Mr. Bricker resigned as President and Chief Executive Officer of Sun Country.”

Jennifer Vogel departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Wendy Schoppert departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Kerry Philipovitch departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Gail Peterson departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Patrick O’Keeffe departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Thomas C. Kennedy departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Jude Bricker departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Marion Blakey departed as Director at Sun Country Airlines Holdings, Inc..

“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.”

Sun Country Airlines Holdings, Inc. shareholders approved Approval of any adjournment of the Special Meeting to solicit additional proxies if necessary at the 2026-05-08 meeting.

“Proposal 3 – Adjournment Proposal Votes For Votes Against Abstentions 40,197,295 3,840,741 5,498”

Sun Country Airlines Holdings, Inc. shareholders approved Advisory approval of compensation that will or may become payable to named executive officers in connection with the Mergers at the 2026-05-08 meeting.

“Proposal 2 – Compensation Proposal: Votes For Votes Against Abstentions 40,981,581 3,054,379 7,574”

Sun Country Airlines Holdings, Inc. shareholders approved Approval of the adoption of the Merger Agreement at the 2026-05-08 meeting.

“Proposal 1 – Merger Agreement Proposal Votes For Votes Against Abstentions 43,971,505 32,926 39,103”

Sun Country Airlines Holdings, Inc. entered into Agreement and Plan of Merger with Allegiant Travel Company valued at Per Share Cash Consideration: $4.10; Per Share Stock Consideration: 0.1557 shares of Allegiant commo (effective 2026-01-11).

“On January 11, 2026, Sun Country Airlines Holdings, Inc., a Delaware corporation (the “ Sun Country ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Allegiant Travel Company, a Nevada corporation (“ Allegiant ”), 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 ”, together with Merger Sub 1, the “ Merger Subs ”), 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 First Merger, 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”

Sun Country Airlines Holdings, Inc. incurred term loan of $108,000,000 with UMB Bank, National Association at 5.98% per annum maturing September 22, 2032.

“On September 26, 2025, Sun Country Inc. (d/b/a Sun Country Airlines) ("Sun Country"), a wholly owned company of Sun Country Airlines Holdings, Inc. (the "Company," "we," "us" or "our") entered into a $108,000,000 Term Loan Facility Agreement among Sun Country, the lenders party thereto and UMB Bank, National Association, as administrative agent and mortgagee (the "Term Loan Facility").”

Stephen Coley was appointed as interim Head of Operations at Sun Country Airlines Holdings, Inc..

“Stephen Coley, the Company’s current Vice President, Technical Operations, will step into an interim role as Head of Operations.”

Bill Trousdale was appointed as interim Chief Financial Officer and Principal Financial and Accounting Officer at Sun Country Airlines Holdings, Inc..

“the Board has appointed Bill Trousdale as interim Chief Financial Officer and Principal Financial and Accounting Officer, effective as of April 17, 2025.”

Gregory Mays departed as Chief Operating Officer at Sun Country Airlines Holdings, Inc..

“Effective on April 17, 2025, Gregory Mays, Chief Operating Officer of the Company, stepped down from his role as Chief Operating Officer, but will stay on as an employee of the Company for a mutually agreed timeframe, in order to assist with the transition of his duties and responsibilities.”

Dave Davis departed as President, Chief Financial Officer and member of the board of directors at Sun Country Airlines Holdings, Inc..

“On April 16, 2025, Dave Davis, President, Chief Financial Officer and member of the board of directors (the “Board”) of Sun Country Airlines Holdings, Inc. (the “Company”), informed the Board that he would be stepping down from his position with the Company and as a member of the Board, effective immediately.”

Sun Country Airlines Holdings, Inc. incurred revolving credit of $75,000,000 with UMB Bank, National Association, as administrative agent, MUFG Bank, Ltd. and Sumitomo Mitsui Banking Corporation, as lenders at SOFR plus a margin of 2.50% maturing four year.

“On March 24, 2025, Sun Country, Inc. (the “Borrower”), a wholly-owned subsidiary of Sun Country Airlines Holdings, Inc. (the “Company”), entered into a four year $75,000,000 Revolving Credit Facility (the “Revolver”) with UMB Bank, National Association, as administrative agent, MUFG Bank, Ltd. and Sumitomo Mitsui Banking Corporation, as lenders, and any other lenders named therein.”

Sun Country Airlines Holdings, Inc. reported the fiscal quarter ended March 31, 2024 results: revenue $311.5 million, net income $35.3 million, EPS $0.64.

“such filings, unless expressly incorporated by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Sun Country Airlines Reports First Quarter 2024 Results Revenue of $311 million, highest first quarter on record (1) GAAP diluted EPS of $0.64 and operating income of $55 million Adj. diluted EPS (2) of $0.66 and adjusted operating income (2) of $57 million”

Sun Country Airlines Holdings, Inc. reported the fiscal quarter ended December 31, 2023 results: revenue $245.5 million, net income $5.6 million, EPS $0.10 per diluted share.

“incorporated by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Sun Country Airlines Reports Fourth Quarter and Full Year 2023 Results Q4 2023 total revenue of $245.5 million, highest fourth quarter on record (1) Q4 2023 GAAP diluted EPS of $0.10 and operating income margin of 7.0% Q4 2023 Adjusted diluted EPS of $0.12 (2) and adjusted operating”

Sun Country Airlines Holdings, Inc. reported the fiscal year ended December 31, 2023 results: revenue $1,049.6 million, net income $72.2 million, EPS $1.23 per diluted share.

“GAAP diluted EPS of $0.10 and operating income margin of 7.0% Q4 2023 Adjusted diluted EPS of $0.12 (2) and adjusted operating income margin of 7.4% (2) FY 2023 total revenue of $1.05 billion, highest full year on record (1) FY 2023 GAAP diluted EPS of $1.23 and operating income margin of 12.1% FY 2023 Adjusted diluted EPS of $1.37 (2) and adjusted operating income”

Sun Country Airlines Holdings, Inc. reported the fiscal quarter ended September 30, 2023 results: revenue $249 million, net income $7.6 million, EPS $0.13.

“such filings, unless expressly incorporated by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Sun Country Airlines Reports Third Quarter 2023 Results Revenue of $249 million, highest third quarter on record (1) GAAP diluted EPS of $0.13 and operating income of $19 million Adj. diluted EPS (2) of $0.14 and adjusted operating income (2) of $20 million”

Sun Country Airlines Holdings, Inc. reported second quarter ended June 30, 2023 results: revenue $261 million, net income net income of $21 million, EPS $0.35.

“filings, unless expressly incorporated by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Sun Country Airlines Reports Second Quarter 2023 Results Revenue of $261 million, highest second quarter on record (1) GAAP diluted EPS of $0.35 and operating income of $36 million Adj. diluted EPS (2) of $0.40 and adjusted operating income (2) of $40 million”

Sun Country Airlines Holdings, Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-14 meeting.

“The results of the voting were as follows: Votes For Votes Against Abstentions 54,478,777 8,937 5,067”

Sun Country Airlines Holdings, Inc. shareholders approved Election of Marion Blakey and Patrick O'Keeffe as Class II directors for a three-year term at the 2023-06-14 meeting.

“The results of the voting were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Marion Blakey 51,935,775 1,954,744 602,262 Patrick O’Keeffe 43,240,899 10,649,620 602,262”

Sun Country Airlines Holdings, Inc. reported first quarter ended March 31, 2023 results: revenue $294.1 million, net income $38.3 million, EPS $0.64.

“such filings, unless expressly incorporated by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Sun Country Airlines Reports First Quarter 2023 Results Revenue of $294 million, Sun Country’s highest on record (1) GAAP diluted EPS of $0.64 and operating income of $56 million, Sun Country’s highest on record (1) Adj. diluted EPS of $0.68 (2) and adjusted”

Sun Country Airlines Holdings, Inc. incurred term loan of $119,200,000 with the lenders party thereto and UMB Bank, National Association, as facility agent, security trustee and account bank at term secured overnight funding rate (“SOFR”) (subject to a floor of 0.00%), plus maturing March 21, 2030.

“On March 21, 2023, Sun Country Airlines Holdings, Inc. (“Holdings,” the “Company,” “we,” “us” or “our”) entered into a $119,200,000 Term Loan Facility Agreement among the Sun Country Holdings, Sun Country, Inc. (D/B/A Sun Country Airlines) (“Sun Country”), the lenders party thereto and UMB Bank, National Association, as facility agent, security trustee and account bank (The “Term Loan Facility”). The proceeds of the Term Loan Facility will be used to acquire five Boeing 737-900ER aircraft from an unaffiliated third-party (the “Aircraft”). The Aircraft are currently on lease to an unaffiliated airline and will remain on lease with them until the leases expire on November 30, 2024, May 31, 2025, November 30, 2025, March 31, 2025 and May 31, 2025 at which time they will join the Sun Country fleet. The obligations of Sun Country and Holdings under the Term Loan Facility are primarily secured by the Aircraft and, so long as the Aircraft are on lease, the associated leases, including mainten”

Sun Country Airlines Holdings, Inc. entered into Term Loan Facility with UMB Bank, National Association, as facility agent, security trustee and account bank valued at $119,200,000 (effective 2023-03-21).

“On March 21, 2023, Sun Country Airlines Holdings, Inc. (“Holdings,” the “Company,” “we,” “us” or “our”) entered into a $119,200,000 Term Loan Facility Agreement among the Sun Country Holdings, Sun Country, Inc. (D/B/A Sun Country Airlines) (“Sun Country”), the lenders party thereto and UMB Bank, National Association, as facility agent, security trustee and account bank (The “Term Loan Facility”).”

Jennifer Vogel was appointed as Chairperson of the Board at Sun Country Airlines Holdings, Inc..

“the Board appointed Jennifer Vogel to replace Mr. Siegel as chairperson of the Board, effective immediately.”

David Siegel resigned as Member of the Board of Directors at Sun Country Airlines Holdings, Inc..

“On March 7, 2023, Mr. Siegel notified the Company of his resignation from the Board of the Company, effectively immediately.”

David Siegel resigned as Director at Sun Country Airlines Holdings, Inc..

“On February 2, 2023, David Siegel notified Sun Country Airlines Holdings, Inc. (the “Company”) of his intention to resign from the Board of Directors (the “Board”) of the Company by March 31, 2023.”

Sun Country Airlines Holdings, Inc. reported the fiscal year ended December 31, 2022 results: revenue $894.4 million, net income $17.7 million, EPS $0.29.

““Our unique and diversified business model continued to produce strong results in the face of significant industry challenges, as we grew year-over-year revenue by 43.6% to $894.4 million, a record high for Sun Country. Despite constraints on our growth, the impact of Omicron in Q1 and a 71% increase in fuel prices versus 2021, we produced a GAAP pre-tax margin of”

Sun Country Airlines Holdings, Inc. reported the fiscal quarter ended December 31, 2022 results: revenue $227.2 million, net income $7.3 million, EPS $0.12.

“per share (1) $ 0.42 $ 0.31 35.5 Page 1 For the quarter ended December 31, 2022, Sun Country reported Income Before Income Tax of $9.5 million and Net Income of $7.3 million, on $227.2 million of revenue. Adjusted Income Before Income Tax for the quarter was $10.3 million (1) . GAAP Operating Income during the quarter was $15 million, producing an Operating Margin of”

Gail Peterson was appointed as independent director at Sun Country Airlines Holdings, Inc..

“On January 20, 2023, the Board of Directors (the “Board”) of Sun Country Airlines Holdings, Inc. (the “Company”) appointed Gail Peterson as an independent director, effective immediately.”

Sun Country Airlines Holdings, Inc. reported the fiscal quarter ended September 30, 2022 results: revenue $222 million, net income $10.7 million, EPS $0.18.

“per share (1) $ 0.29 $ 0.21 38.1 Page 1 For the quarter ended September 30, 2022, Sun Country reported net income of $11 million and income before income tax of $13 million, on $222 million of revenue. Adjusted income before income tax for the quarter was $10 million (1) . GAAP operating income during the quarter was $15 million, producing an operating margin of”

Antoine Munfakh resigned as Director at Sun Country Airlines Holdings, Inc..

“On October 30, 2022, Antoine Munfakh notified Sun Country Airlines Holdings, Inc. (the “Company”) of his resignation from the Board of Directors (the “Board”) of the Company, effective immediately.”

Jennifer Vogel was appointed as Director at Sun Country Airlines Holdings, Inc..

“Also on October 14, 2022, the Board appointed Jennifer Vogel as an independent director, effective immediately.”

Patrick Kearney resigned as Director at Sun Country Airlines Holdings, Inc..

“On October 14, 2022, Patrick Kearney notified Sun Country Airlines Holdings, Inc. (the “Company”) of his resignation from the Board of Directors (the “Board”) of the Company, effective immediately.”

Patrick O’Keeffe was appointed as Director at Sun Country Airlines Holdings, Inc..

“On April 29, 2022, the Board of Directors (the “Board”) of Sun Country Airlines Holdings, Inc. (the “Company”) appointed Patrick O’Keeffe as an independent director, effective as of April 29, 2022.”

Marion Blakey was appointed as independent director at Sun Country Airlines Holdings, Inc..

“On December 17, 2021, the Board of Directors (the “Board”) of Sun Country Airlines Holdings, Inc. (the “Company”) appointed Marion Blakey as an independent director, effective as of December 17, 2021.”

Juan Carlos Zuazua resigned as director at Sun Country Airlines Holdings, Inc..

“On November 6, 2021, Juan Carlos Zuazua notified Sun Country Airlines Holdings, Inc. (the “Company”) of his resignation from the board of directors of the Company, effective November 12, 2021.”