Sun Country Airlines Holdings, Inc. — fact timeline

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. 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. 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”