{"url_path":"/sec/sncy/8-k/2026-05-13/item-1-02","section_key":"item-1-02","section_title":"Item 1.02 Termination of a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1743907/0001140361-26-021071-index.html","accession_number":"0001140361-26-021071","cik":"0001743907","ticker":"SNCY","issuer_name":"Sun Country Airlines Holdings, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1743907/0001140361-26-021071-index.html","primary_entity_key":"0001743907","primary_entity_name":"Sun Country Airlines Holdings, Inc."},"word_count":367,"has_tables":true,"body_markdown":"Item 1.02.\n\nTermination of a Material Definitive Agreement\n\nTermination of Credit and Guaranty Agreement\n\nOn 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,\nby 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,\nsupplemented, 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.\n\nTermination of Tax Receivable Agreement\n\nAs previously disclosed, in connection with Sun Country’s\ninitial public offering in 2021 (“IPO”), Sun Country entered into the Income Tax Receivable Agreement, dated as of March 19, 2021, among Sun Country and SCA Horus\nHoldings, LLC, a Delaware limited liability company (the “TRA”) and other TRA holders, including, but not limited to, Jude Bricker, Chief Executive Officer and member of\nthe Sun Country board of directors (the “Sun Country Board”) and Kerry Philipovitch, a member of the Sun Country Board. The TRA generally provides for the payment by Sun\nCountry to the TRA holders of 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that Sun Country and its subsidiaries actually realize (or are deemed to have realized in certain circumstances) for\nperiods starting at least 12 months after the closing date of Sun Country’s IPO as a result of the utilization of tax attributes existing at the time of Sun Country’s IPO. The consummation of the Mergers (as defined below) constituted a change of\ncontrol under the terms of the TRA. Pursuant to the terms of the TRA, such change of control resulted in the termination of the TRA and the payment of approximately $80.4 million to the TRA holders. Such payment represented the present value of\nthe estimated payments owed to the TRA holders under the TRA."}