{"url_path":"/sec/sncy/8-k/2026-05-13/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","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":711,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nMerger Agreement Closing\n\n \n\nOn May 13, 2026 (the “Closing Date”), Allegiant Travel\nCompany, a Nevada corporation (“Allegiant”), completed the previously announced acquisition of Sun Country pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated January 11, 2026, by and among Allegiant, Sun\nCountry, 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\n(“Merger Sub 2”), 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\neffective time of the First Merger (the “First Effective Time”), 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\nSecond Merger as a direct, wholly owned subsidiary of Allegiant. As a result of the Mergers, Sun Country became a wholly owned subsidiary of Allegiant on the Closing Date. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Merger Agreement.\n\n \n\nAs previously disclosed, pursuant to the Merger Agreement and by\nvirtue of the First Merger, at the First Effective Time, each issued and outstanding share (“Share”) of common stock, par value $0.01 per share of Sun\nCountry (“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\nstock (“Allegiant Common Stock”), par value $0.001 per share (the “Per Share Stock Consideration” and, together with the Per Share Cash Consideration, the “Merger Consideration”).\n\nPursuant to the Merger Agreement, effective as of immediately prior to the First Effective Time, by virtue of the Mergers:\n\n•\n\nAll outstanding stock options to purchase shares of Sun Country Common Stock granted pursuant to any Company Equity Award Plan, whether vested or unvested and regardless of\nexercise price, were automatically converted into stock options for Allegiant immediately before the First Effective Time, with no action required by the holder (the “Converted Options”\nand each a “Converted Option”). Each Converted Option covers a proportionately adjusted number of shares of Allegiant Common Stock and has a proportionately adjusted exercise\nprice, in each case as determined in accordance with Section 2.5 of the Merger Agreement. The Converted Options continue to be governed by the same vesting schedules and terms, including any double‑trigger vesting protections;\n\n•\n\nEach outstanding Company RSU Award was assumed by Allegiant and converted into a Parent RSU Award covering a number of shares of Allegiant Common Stock as determined in\naccordance with Section 2.5 of the Merger Agreement. The Parent RSU Awards continue to have the same terms and conditions as the Company RSU Awards, including any double‑trigger vesting protections;\n\n•\n\nEach outstanding Company PRSU Award was assumed by Allegiant and converted into a Parent PRSU Award covering a number of shares of Allegiant Common Stock as determined in\naccordance with Section 2.5 of the Merger Agreement, with the underlying number of shares deemed to equal 125% of the target number of shares subject to the Company PRSU Award. The Parent PRSU Awards continue to have the same terms and\nconditions as the Company PRSU Awards, including any double‑trigger vesting protections, provided that there will no longer be any performance-based vesting conditions, and the Parent PRSU Award is a time-vesting award eligible to vest on\nthe last day of the performance period applicable to the Company PRSU Award; and\n\n•\n\nWith respect to non-employee Sun Country board members and former employees/service providers to Sun Country, each Company Equity Award held by such individuals became fully vested (to the extent\nnot yet vested), cancelled and converted into the right to receive the Merger Consideration.\n\n \n\nThe foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to\nthe full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference."}