Form 8-K

8-K — Allegiant Travel CO

Accession: 0001140361-26-024567

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001362468

SIC: 4512 (AIR TRANSPORTATION, SCHEDULED)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ef20075796_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20075796_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (ef20075796_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (ef20075796_ex99-3.htm)

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8-K

8-K (Primary)

Filename: ef20075796_8k.htm · Sequence: 1

false000136246800013624682026-06-092026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

Allegiant Travel Company

(Exact name of registrant as specified in its charter)

Nevada

001-33166

20-4745737

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1201 North Town Center Drive

Las Vegas, NV

89144

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (702) 851-7300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

Pro Forma Financial Information

Attached as Exhibit 99.1 are (i) the unaudited pro forma condensed combined statements of income (loss) (referred to as the “pro forma income statements”) for the

three months ended March 31, 2026, and for the year ended December 31, 2025, which combine the historical consolidated statements of income (loss) of Allegiant Travel Company (the “Company”) and Sun Country Airlines Holdings, Inc. (“Sun Country”),

after giving effect to the acquisition of Sun Country and other adjustments (as described in the notes to the unaudited pro forma condensed combined financial information) as if they occurred on January 1, 2025; and (ii) the unaudited pro forma

condensed combined statement of financial position (referred to as the “pro forma balance sheet”) as of March 31, 2026, which combines the historical condensed consolidated statements of financial position of the Company and Sun Country, after

giving effect to the acquisition of Sun Country and other adjustments (as described in the notes to the unaudited pro forma condensed combined financial information) as if they had occurred on March 31, 2026. The pro forma adjustments are

preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The pro forma financial information has been made available to certain investors in connection with the issuance of the

offering referenced in Item 8.01 below. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, and

shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Aircraft Financing Transactions

Since March 31, 2026, the Company completed several aircraft financing transactions.

In April 2026, the Company completed the final drawdown of $25.1 million under our predelivery deposit financing facility, resulting in the facility being fully drawn.

In April 2026, the Company borrowed $115.0 million under an aircraft secured credit facility. The note bears interest at a variable rate based on three-month SOFR and

is payable in quarterly installments over a term of 3 years.

In April 2026, the Company also entered into an aircraft financing facility providing for borrowings of up to $176.0 million, secured by new aircraft upon delivery. In

May 2026, the Company drew $44.0 million available under the agreement. Borrowings under this facility bear interest at a variable rate based on three-month SOFR and is payable in quarterly installments over a term of 10 years.

In May 2026, the Company entered into an aircraft secured financing facility providing for borrowings of up to $85.6 million, of which $40.6 million was drawn in the

same month. The note bears interest at a variable rate based on a three-month SOFR and is payable in quarterly installments over a term of 12 years.

Item 8.01

Other Events.

On June 9, 2026, the Company commenced an offering of $500.0 million in aggregate principal amount of its senior secured notes due 2031 (the “Notes) to investors in a

private offering.

The Company also commenced a cash tender offer to purchase up to all of its outstanding $403.0 million in aggregate principal amount of 7.25% senior secured notes due

2027, upon the terms and subject to the conditions set forth in the Offer to Purchase.

The Company’s press release announcing the offering is attached hereto as Exhibit 99.2 and incorporated by reference herein. The Company’s press release announcing the

tender offer is attached hereto as Exhibit 99.3 and incorporated by reference herein.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer to sell or

solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in contravention of applicable law. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of

any other jurisdiction. The Notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in

offshore transactions in reliance on Regulation S under the Securities Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Document

99.1

Unaudited Pro Forma Condensed Combined Financial Information

99.2

Press Release of Allegiant Travel Company, issued June 9, 2026

99.3

Press Release of Allegiant Travel Company, issued June 9, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 9, 2026

ALLEGIANT TRAVEL COMPANY

By:

/s/ Robert J. Neal

Name:

Robert J. Neal

Title:

President, Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20075796_ex99-1.htm · Sequence: 2

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Transactions. On

January 11, 2026, Sun Country Airlines Holdings, Inc. (“Sun Country”), Allegiant Travel Company (“Allegiant”), and two wholly owned subsidiaries of Allegiant, Mirage Merger Sub, Inc. and Sawdust Merger Sub, LLC, entered into an Agreement and Plan

of Merger (the “Merger Agreement”). The Merger Agreement provided, among other things, for the acquisition of Sun Country by Allegiant through two mergers: (i) first, Mirage Merger Sub, Inc. would merge with and into Sun Country, with Sun Country

surviving as a direct, wholly owned subsidiary of Allegiant (the “First Merger”); and (ii) second, immediately after the first merger, Sun Country would merge with and into Sawdust Merger Sub, LLC (“Merger Sub II”), with Merger Sub II surviving as

a direct, wholly owned subsidiary of Allegiant (the “Second Merger” and, together with the First Merger, the “Mergers”). The Mergers were completed on May 13, 2026 (the “Closing Date”). See Note 1 to the unaudited pro forma condensed combined

financial information.

Merger Consideration.

For a description of the Merger Consideration, as defined below, in connection with the transactions, see Note 1 to the unaudited pro forma condensed combined financial information.

Treatment of Sun Country

Equity Awards. For a description of the treatment of Sun Country equity awards in connection with the transactions, see Note 1 to the unaudited pro forma condensed combined financial information.

Pro forma financial

information. The following unaudited pro forma condensed combined statements of income (loss) (referred to as the “pro forma income statements”) for

the three months ended March 31, 2026, and for the year ended December 31, 2025, which combine the historical consolidated statements of income of Allegiant and Sun Country, after giving effect to the transactions and other adjustments (as

described in the notes to the unaudited pro forma condensed combined financial information) as if they occurred on January 1, 2025. The unaudited pro forma condensed combined statement of financial position (referred to as the “pro forma balance

sheet”) as of March 31, 2026, which combines the historical condensed consolidated statements of financial position of Allegiant and Sun Country, after giving effect to the transactions and other adjustments (as described in the notes to the

unaudited pro forma condensed combined financial information) as if they had occurred on March 31, 2026. The pro forma income statements and pro forma balance sheet are collectively referred to as the “pro forma financial information”.

The pro forma financial information was prepared for illustrative and informational purposes only, in accordance with Regulation S-X

Article 11, to demonstrate the estimated effects of the transactions and adjustments (referred to as “transaction accounting adjustments”), such as (i) the alignment of Sun Country’s statement of operations and financial position amounts to

Allegiant’s presentation, (ii) adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed, (iii) transaction costs expected to be incurred by Allegiant, and (iv) the associated income tax

impacts of recognizing these adjustments. The pro forma financial information was prepared using the acquisition method of accounting in accordance with U.S. Generally Accepted Accounting Principles (GAAP) with Allegiant identified as the

accounting acquirer. The transaction accounting adjustments do not reflect any potential costs that may be incurred or benefits to be realized in connection with the Mergers, such as synergies, cost savings, innovation, and operational

efficiencies; as well as potential post-merger costs, such as restructuring and integration charges.

The pro forma financial information is based on various adjustments and assumptions and is not necessarily indicative of what the

combined statements of income or financial position would have actually been had the transaction accounting been completed as of the dates indicated above. Further, the pro forma financial information does not purport to project the future

financial position or results of operations of the combined company after the transactions, which may differ materially and adversely from the pro forma financial information.

The pro forma financial information reflects transaction accounting adjustments that Allegiant believes are necessary to present

fairly the pro forma income statements and pro forma balance sheet following the completion of the transactions as of and for the periods indicated above. As of the date of this filing, the necessary valuations to arrive at the required final

estimates of the fair value and the related allocation of purchase price to acquired assets and liabilities have not been finalized, nor have all adjustments necessary to conform Sun Country’s accounting policies to those of Allegiant been

identified. The value of Allegiant’s Common Stock distributed as of the Closing Date has been determined based on the market price of Allegiant’s Common Stock on the Closing Date. The pro forma adjustments are preliminary and are subject to change

as additional information becomes available and as additional analysis is performed. The final purchase price allocation and measurement of Merger Consideration may be materially different than that reflected herein.

The pro forma financial information should be read in conjunction with the accompanying notes. In addition, the pro forma financial

information was based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes:

The audited consolidated financial statements of Allegiant as of and for the year ended December 31, 2025 and the related notes, as included in

Allegiant’s Annual Report on Form 10-K as filed with the SEC on February 26, 2026;

The audited consolidated financial statements of Sun Country as of and for the year ended December 31, 2025 and the related notes, as included in

Sun Country’s Annual Report on Form 10-K as filed with the SEC on February 12, 2026;

The unaudited condensed consolidated financial statements of Allegiant as of and for the three months ended March 31, 2026 and the related notes, as

included in Allegiant’s Quarterly Report on Form 10-Q as filed with the SEC on May 6, 2026; and

The unaudited condensed consolidated financial statements of Sun Country as of and for the three months ended March 31, 2026 and the related notes,

as included in Sun Country’s Quarterly Report on Form 10-Q as filed with the SEC on May 1, 2026.

ALLEGIANT TRAVEL COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2026

(in thousands)

Allegiant

(Historical)

Sun Country

(Reclassified)

(Note 3)

Transaction

Accounting

Adjustments

(Note 5)

Allegiant

Pro Forma

Combined

CURRENT ASSETS

Cash and cash equivalents

283,447

153,729

(376,626

)

60,550

Restricted cash

21,127

18,142

39,269

Short-term investments

618,716

66,029

(13,491

)

671,254

Accounts receivable

49,683

58,622

108,305

Expendable parts, supplies and fuel, net

43,815

15,000

58,815

Prepaid expenses and other current assets

50,600

43,914

(396

)

94,118

TOTAL CURRENT ASSETS

1,067,388

355,436

(390,513

)

1,032,311

Property and equipment, net

3,066,835

928,114

143,443

4,138,392

Goodwill

222,223

113,350

335,573

Long-term investments

31,392

13,491

44,883

Deferred major maintenance, net

143,634

Other intangible assets, net

72,219

(6,219

)

66,000

Operating lease right-of-use assets, net

60,301

13,589

73,890

Deposits and other assets

45,067

92,026

(783

)

128,346

(7,964

)

TOTAL ASSETS:

4,414,617

1,683,607

(135,195

)

5,963,029

CURRENT LIABILITIES

Accounts payable

75,318

83,573

158,891

Accrued liabilities

186,660

72,256

(4,956

)

264,859

10,899

Accrued pilot retention bonus

255,984

Current operating lease liabilities

10,380

3,685

14,065

Air traffic liability

488,801

138,220

627,021

Current loyalty program liability

40,119

9,765

49,884

Current maturities of long-term debt and finance lease obligations, net

121,346

122,294

243,640

TOTAL CURRENT LIABILITIES

1,178,608

429,793

5,943

1,614,344

LONG-TERM DEBT AND OTHER NONCURRENT LIABILITIES

Long-term debt and finance lease obligations, net

1,670,488

430,399

2,100,887

Deferred income taxes

322,897

46,902

19,976

389,775

Noncurrent operating lease liabilities

51,576

12,878

64,454

Noncurrent loyalty program liability

36,382

4,604

40,986

Other noncurrent liabilities

58,593

99,605

(87,137

)

71,061

TOTAL LIABILITIES:

3,318,544

1,024,181

(61,218

)

4,281,507

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

Common stock, par value $0.001

620

(611

)

Treasury shares, at cost

(682,566

)

(125,881

)

125,881

(682,566

)

Additional paid-in capital

774,181

560,680

108,333

1,443,194

Accumulated other comprehensive income, net

3,403

(40

)

3,403

Retained earnings

1,001,029

224,047

(307,620

)

917,456

TOTAL EQUITY:

1,096,073

659,426

(73,977

)

1,681,522

TOTAL LIABILITIES AND EQUITY:

4,414,617

1,683,607

(135,195

)

5,963,029

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

ALLEGIANT TRAVEL COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Three Months Ended March 31, 2026

(in thousands, except per share data)

Allegiant

(Historical)

Sun Country

(Reclassified)

(Note 3)

Transaction

Accounting

Adjustments

(Note 5)

Allegiant

Pro Forma Combined

OPERATING REVENUES:

Passenger

671,799

228,050

899,849

Third party products

42,335

3,496

45,831

Fixed fee contracts

18,123

57,245

75,368

Cargo

46,089

1,477

47,566

Resort and other

175

3,528

3,703

Total operating revenues

732,432

338,408

1,477

1,072,317

OPERATING EXPENSES:

Salaries and benefits

218,085

104,191

(590

)

321,686

Aircraft fuel

180,241

72,901

253,142

Station operations

76,482

28,183

104,665

Depreciation and amortization

57,926

25,199

(5,450

)

81,026

3,281

Maintenance and repairs

35,216

20,423

(3,607

)

52,032

Sales and marketing

28,201

10,092

38,293

Aircraft lease rentals

7,461

Other

19,934

30,743

50,677

Special charges, net of recoveries

27,782

9,799

282

37,863

Total operating expenses

651,328

301,531

(6,014

)

946,845

OPERATING INCOME (LOSS)

81,104

36,877

7,491

125,472

OTHER (INCOME) EXPENSES:

Interest income

(8,714

)

(2,235

)

(10,949

)

Interest expense

29,227

9,238

(99

)

38,366

Capitalized interest

(4,291

)

(387

)

(4,678

)

Other, net

(1,142

)

(1,144

)

Total other expenses

15,080

6,614

(99

)

21,595

INCOME BEFORE INCOME TAXES

66,024

30,263

7,590

103,877

INCOME TAX PROVISION

23,546

6,157

1,750

31,453

NET INCOME

42,478

24,106

5,840

72,424

Earnings per share to common shareholders (Note 6):

Basic

2.30

0.45

2.66

Diluted

2.30

0.43

2.65

Shares used for computation:

Basic

18,207

53,955

27,230

Diluted

18,219

56,374

27,304

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

ALLEGIANT TRAVEL COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (LOSS)

Year Ended December 31, 2025

(in thousands, except per share data)

Allegiant

(Historical)

Sun Country

(Reclassified)

(Note 3)

Transaction

Accounting

Adjustments

(Note 5)

Allegiant

Pro Forma Combined

OPERATING REVENUES:

Passenger

2,324,348

699,851

3,024,199

Third party products

143,188

11,959

155,147

Fixed fee contracts

77,647

224,227

301,874

Cargo

155,027

4,518

159,545

Resort and other

61,396

36,282

97,678

Total operating revenues

2,606,579

1,127,346

4,518

3,738,443

OPERATING EXPENSES:

Salaries and benefits

833,017

372,597

9,281

1,214,895

Aircraft fuel

639,731

213,480

853,211

Station operations

297,549

109,462

407,011

Depreciation and amortization

249,185

99,455

(20,047

)

344,602

12,714

3,295

Maintenance and repairs

149,938

80,349

(19,149

)

211,138

Sales and marketing

99,443

33,300

132,743

Aircraft lease rentals

36,488

Other

126,356

116,244

242,600

Special charges, net of recoveries

137,705

1,886

17,625

216,537

59,321

Total operating expenses

2,569,412

1,026,773

63,040

3,659,225

OPERATING INCOME (LOSS)

37,167

100,573

(58,522

)

79,218

OTHER (INCOME) EXPENSES:

Interest income

(41,697

)

(6,973

)

(48,670

)

Interest expense

150,235

37,202

(308

)

187,129

Capitalized interest

(17,604

)

(341

)

(17,945

)

Other, net

1,107

474

10,190

11,771

Total other expenses

92,041

30,362

9,882

132,285

INCOME (LOSS) BEFORE INCOME TAXES

(54,874

)

70,211

(68,404

)

(53,067

)

INCOME TAX PROVISION (BENEFIT)

(10,177

)

17,402

(8,117

)

(892

)

NET INCOME (LOSS)

(44,697

)

52,809

(60,287

)

(52,175

)

Earnings (loss) per share to common shareholders (Note 6):

Basic

(2.48

)

0.99

(1.93

)

Diluted

(2.48

)

0.96

(1.93

)

Shares used for computation:

Basic

18,050

53,117

27,073

Diluted

18,050

54,860

27,073

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

ALLEGIANT TRAVEL COMPANY

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except per share amounts)

Note 1 – Description of the Mergers

On May 13, 2026, as part of the First Merger, Mirage Merger Sub, Inc. was merged with and into Sun Country, with Sun Country

surviving as a wholly owned subsidiary of Allegiant. Immediately after the First Merger, Sun Country merged with and into Merger Sub II as part of the Second Merger, with Merger Sub II surviving as a wholly owned subsidiary of Allegiant.

Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each

share of Sun Country common stock, par value $0.01 per share (“Sun Country Common Stock”), was converted into the right to receive $4.10 in cash, without interest (the “Cash Consideration”) and 0.1557 (the “Merger Exchange Ratio”) shares of

Allegiant common stock, par value $0.001 per share (“Allegiant Common Stock”) (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”).

Treatment of Sun Country Equity Awards

Pursuant to the terms and conditions of the Merger Agreement, effective as of immediately prior to the consummation of the First

Merger (the “First Effective Time”), by virtue of the Mergers:

•

All outstanding stock options to purchase a share of Sun Country Common Stock granted pursuant to any equity award plans of Sun Country (“Sun Country Equity Award

Plans”) (each a “Sun Country Stock Option”), regardless of exercise price, were automatically converted into stock options to purchase Allegiant Common Stock (each an “Allegiant Stock Option”) immediately before the closing, with no action

required by the holder (the “Converted Options” and each a “Converted Option”). Each Converted Option covers a proportionately adjusted number of shares of Allegiant Common Stock based on a ratio as determined under the Merger Agreement of

approximately 0.2057 Allegiant Stock Option for one Sun Country Stock Option, has a proportionately adjusted exercise price, and is otherwise subject to the same terms and conditions as the Sun Country Stock Option;

•

Unless otherwise agreed with the holder of the award, each outstanding award of restricted stock units denominated in Sun Country Common Stock subject to time-based

vesting restrictions (each a “Sun Country RSU Award”) granted pursuant to the Sun Country Equity Award Plans was assumed by Allegiant and converted into an Allegiant restricted stock unit award (each an “Allegiant RSU Award”) denominated

in Allegiant Common Stock, based on a ratio as determined under the Merger Agreement of approximately 0.2057 Allegiant RSU Awards for one Sun Country RSU Award. The Allegiant RSU Awards otherwise have the same terms and conditions as the

Sun Country RSU Awards, including any double‑trigger vesting protections;

•

Unless otherwise agreed with the holder of the award, each outstanding restricted stock unit award denominated in Sun Country Common Stock subject to

performance-based vesting restrictions (each a “Sun Country PRSU Award”) granted pursuant to the Sun Country Equity Award Plans was assumed by Allegiant and converted into an Allegiant time-based restricted stock unit award (each an

“Allegiant PRSU Award”) denominated in Allegiant Common Stock, based on a ratio as determined under the Merger Agreement of approximately 0.2057 Allegiant PRSU Awards for one Sun Country PRSU Award and converted based on an average

performance factor of 125%. The Allegiant PRSU Awards have the same terms and conditions as the Sun Country PRSU Awards, including any double‑trigger vesting protections, provided that there are no longer any performance-based vesting

conditions, and the Allegiant PRSU Awards are time-vesting awards eligible to vest on the last day of the performance period applicable to the Sun Country PRSU Award; and

•

With respect to non-employee Sun Country board members and former employees/service providers to Sun Country, each Sun Country Equity Award held by such individuals

(each a “Non-Employee Sun Country Equity Award”) was fully vested (to the extent not yet vested), cancelled and converted into the right to receive Merger Consideration.

Treatment of Sun Country Warrant

Pursuant to the Warrant to Purchase Shares, dated as of December 13, 2019, as amended, by and between Amazon.com NV Investment

Holdings LLC (“Amazon Holder”) and Sun Country (the “Sun Country Warrant”), Sun Country issued warrants to Amazon Holder to purchase an aggregate of up to 9,482,606 shares of Sun Country Common Stock at an exercise price of approximately $15.17 per

share.

Pursuant to the terms of the Sun Country Warrant, any unvested warrant shares of the Sun Country Warrant became fully vested and

immediately exercisable immediately prior to the consummation of the Mergers. The Sun Country Warrant was exercised as of immediately prior to the consummation of the Mergers on a net issuance exercise basis, and Amazon Holder received Merger

Consideration of $12.3 million in form of Allegiant’s Common Stock and $3.9 million in form of Cash Consideration as a result of the exercise of the Sun Country Warrant.

Accordingly, the stock issuance and cash consideration issued in respect of the Sun Country Warrant is included in the preliminary

consideration transferred. The expected loss on the settlement of the Sun Country Warrant is also reflected in the pro forma financial information.

Change-in-Control Payments

In conjunction with the Mergers, Allegiant is required to make certain change-in-control, retention and termination payments to

employees of Sun Country (“Change-in-Control Payments”). Included in the Change-in-Control Payments are the payments below which are treated as post-combination expense of Allegiant.

•

Retention bonuses of $9.4 million, of which $5.4 million has vested and paid following the Closing Date, and an additional $4.0 million will be paid 90 days after

the Closing Date;

•

Pro-rated annual incentive bonuses of $2.7 million to be paid within 30 days after the Closing Date;

•

Change-in-control bonuses of $0.8 million, subject to continued employment through the payment date and are expected to be paid after the Closing Date on each

applicable payment date.

•

Dispatcher bonuses of $2.0 million to eligible employees, and subject to the achievement of certain milestones, are estimated to be paid two years after the Closing

Date.

Severance payable to Sun Country’s officers

Certain officers of Sun Country were terminated as a result of the Mergers. In accordance with the preexisting terms outlined in

their employment or separation agreements, which included provisions that require certain cash payments and accelerated vesting of equity-based awards upon both a change of control event and a subsequent termination (“dual-trigger arrangements”),

these officers were entitled to cash severance payments of $5.3 million which are recognized as post-combination expense by Allegiant.

Settlement of Tax receivable liability

In connection with the Mergers, Allegiant did not legally assume Sun Country’s outstanding tax receivable liability; however, Allegiant settled such

liability in cash for $80.5 million on the Closing Date. As the settlement was made for the benefit of Sun Country, the amount has been included as a component of the preliminary consideration transferred.

Note 2 – Basis of Presentation

The pro forma financial information was prepared in accordance with Article 11 of Regulation S-X. The historical consolidated

financial statements of Allegiant and the historical consolidated financial statements of Sun Country were prepared in accordance with U.S. GAAP and presented in U.S. dollars.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, gives effect to the Mergers as if they had been

completed on March 31, 2026, and combines the condensed consolidated balance sheet of Allegiant as of March 31, 2026 with the condensed consolidated balance sheet of Sun Country as of March 31, 2026.

The unaudited pro forma condensed combined statements of income for

the three months ended March 31, 2026, and for the year ended December 31, 2025 gives effect to the Mergers as if they had been completed on January 1, 2025. The unaudited pro forma condensed combined statement of income for the three months

ended March 31, 2026, and for the year ended December 31, 2025 combines the condensed consolidated statement of income of Allegiant for the three months ended

March 31, 2026, and for the year ended December 31, 2025 and the condensed consolidated statement of operations of Sun Country for the three months ended March

31, 2026, and for the year ended December 31, 2025.

Additionally, as discussed in Note 3, certain reclassifications were made to conform the historical presentation of Sun Country

consolidated financial statements to that of Allegiant’s financial statement presentation. The accounting policies used in the preparation of the pro forma financial information are those set out in Allegiant’s audited financial statements for the

year ended December 31, 2025. Management conducted a preliminary evaluation of accounting policies used by Sun Country compared to accounting policies used by Allegiant and identified an accounting policy difference related to the recognition of

maintenance expenses, which is primarily attributed to airframe heavy maintenance, as discussed in Note 5. Allegiant has historically deferred these costs and recognized them over the life of the applicable property and equipment, while Sun Country

has historically expensed airframe heavy maintenance amounts as incurred and capitalized engine overhauls under the built-in overhaul method. Management also identified an accounting policy difference related to the classification of investments,

as Allegiant classifies investments with maturities greater than one year as long-term, while Sun Country historically classified available-for-sale investments, which are held to support current operations, as short-term, as discussed in Note 5.

Management did not identify any other material differences in the companies’ accounting policies. Since the completion of the Mergers, Allegiant is conducting a comprehensive review of Sun Country’s accounting policies, and as a result of that

review, Allegiant may identify differences, which may differ materially from the information presented herein.

The pro forma financial information reflects the pro forma

effect of the Mergers using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Allegiant as the accounting acquirer, using

the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and is based on the historical financial statements of Allegiant and Sun Country. Refer to Note 4 for additional information regarding the accounting treatment of the Mergers and preliminary purchase price allocation.

The pro forma financial information is presented for informational purposes only and are not necessarily indicative of the operating

results or financial position that would have been achieved had the Mergers been consummated on the dates indicated or that the combined company may achieve in future periods. The pro forma financial information does not reflect any anticipated

synergies or dis-synergies, operating efficiencies or cost savings that may result from the Mergers, or any integration costs that may be incurred. The transaction accounting adjustments represent management’s best estimates and are based upon

currently available information and certain assumptions that management believes are reasonable and supportable. As the pro forma financial information has been prepared based on these assumptions, the final amounts recorded may differ materially

from the information presented herein.

Certain amounts included herein have been subject to rounding adjustments. Accordingly, amounts shown as totals in certain tables

may not be the arithmetic aggregation of the amounts that precede them.

Note 3 –Reclassification Adjustments

Reclassification adjustments have been made to conform Sun Country’s historical financial statement presentation to Allegiant’s

financial statement presentation in the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of income.

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

The following table presents a summary of reclassification adjustments to conform Sun Country’s historical condensed consolidated balance sheet

information for the three months ended March 31, 2026 with Allegiant’s historical condensed consolidated balance sheet presentation for the three months ended March 31, 2026 (in thousands):

Allegiant

(Historical)

Sun Country

(Historical)

Sun Country

March 31, 2026

Historical

Reclassification

Adjustments

Sun Country

March 31, 2026

(Reclassified)

CURRENT ASSETS

Cash and cash equivalents

153,729

Restricted cash

18,142

Short-term investments

Investments

66,029

Accounts receivable

Accounts receivable, net

54,511

4,111

(k)

58,622

Expendable parts, supplies and fuel, net

15,000

(a)

15,000

Inventory, net

12,183

(12,183

)

(a)

Prepaid expenses and other current assets

43,914

(b)

43,914

Prepaid expenses

20,064

(13,136

)

(b)

(2,817

)

(a)

(4,111

)

(k)

Other current assets

7,019

(7,019

)

(b)

Short-term lessor maintenance deposits

23,759

(23,759

)

(b)

TOTAL CURRENT ASSETS

355,436

Property and equipment, net

928,114

(c)

928,114

Aircraft and flight equipment

891,023

(891,023

)

(c)

Aircraft and flight equipment held for operating lease

62,923

(48,798

)

(c)

(14,125

)

(j)

Ground equipment and leasehold improvements

52,667

(52,667

)

(c)

Computer hardware and software

25,391

(25,391

)

(c)

Finance lease assets

309,877

(309,877

)

(c)

Rotable parts

31,879

(31,879

)

(c)

Accumulated depreciation & amortization

(431,521

)

431,521

(c)

Total property & equipment, net

942,239

(942,239

)

(c)

Goodwill

222,223

Other intangible assets, net

72,219

Long-term investments

Deferred major maintenance, net

Operating lease right-of-use assets, net

Operating lease right-of-use assets

13,589

Deposits and other assets

77,901

(d)

92,026

14,125

(j)

Aircraft deposits

5,575

(5,575

)

(d)

Long-term lessor maintenance deposits

48,210

(48,210

)

(d)

Other assets

24,116

(24,116

)

(d)

TOTAL ASSETS

1,683,607

CURRENT LIABILITIES

Accounts payable

83,573

Accrued liabilities

58,966

(e)

72,256

13,290

(i)

Accrued salaries, wages, and benefits

40,849

(40,849

)

(e)

Accrued transportation taxes

18,117

(18,117

)

(e)

Accrued pilot retention bonus

Current operating lease liabilities

Operating lease obligations

3,685

Air traffic liability

Air traffic liabilities

138,220

Current loyalty program liability

Loyalty program liabilities

9,765

Current maturities of long-term debt and finance lease obligations, net

122,294

(f)

122,294

Current maturities of long-term debt, net

62,089

(62,089

)

(f)

Finance lease obligations

60,205

(60,205

)

(f)

Other current liabilities

13,290

(13,290

)

(i)

TOTAL CURRENT LIABILITIES

429,793

LONG-TERM DEBT AND OTHER NONCURRENT LIABILITIES

Long-term debt and finance lease obligations, net

430,399

(g)

430,399

Finance lease obligations

185,633

(185,633

)

(g)

Long-term debt, net

244,766

(244,766

)

(g)

Deferred income taxes

Deferred tax liability

46,902

Noncurrent operating lease liabilities

Operating lease obligations

12,878

Noncurrent loyalty program liability

Loyalty program liabilities

4,604

Other noncurrent liabilities

99,605

(h)

99,605

Other long-term liabilities

12,468

(12,468

)

(h)

Income tax receivable agreement liability

87,137

(87,137

)

(h)

TOTAL LIABILITIES

1,024,181

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

Common stock, par value $0.01

620

Preferred stock with $0.01 par value

Treasury shares, at cost

(125,881

)

(125,881

)

Additional paid-in capital

560,680

Accumulated other comprehensive income, net

Accumulated other comprehensive income

(40

)

(40

)

Retained earnings

224,047

TOTAL EQUITY

659,426

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

1,683,607

(a)

Reclassification of $12.2 million of inventory, net, and $2.8 million of fuel inventory included within prepaid expenses to Expendable parts, supplies and fuel, net.

(b)

Reclassification of $13.1 million of prepaid expenses, $7.0 million of other current assets and $23.8 million of short-term lessor maintenance deposits to prepaid expenses and

other current assets

(c)

Reclassification of $891.0 million of aircraft and flight equipment, $48.8 million of aircraft and flight equipment held for operating lease, $52.7 million of ground equipment and

leasehold improvements, $25.4 million of computer hardware and software, $309.9 million of finance lease assets, $31.9 million of rotable parts and $431.5 million of accumulated depreciation & amortization to property and equipment,

net.

(d)

Reclassification of $5.6 million of aircraft deposits, $48.2 million of long-term lessor maintenance deposits and $24.1 million of other assets to deposits and other assets.

(e)

Reclassification of $40.8 million of accrued salaries, wages, and benefits and $18.1 million of accrued transportation taxes to accrued liabilities.

(f)

Reclassification of $62.1 million of current maturities of long-term debt, net and $60.2 million of finance lease obligations to current maturities of long-term debt and finance

lease obligations, net.

(g)

Reclassification of $ 185.6 million of finance lease obligations and $244.8 million of long-term debt, net to long-term debt and finance lease obligations, net.

(h)

Reclassification of $12.5 million of other long-term liabilities and $87.1 million of income tax receivable agreement liability to other noncurrent liabilities.

(i)

Reclassification of $13.3 million of other current liabilities to accrued liabilities.

(j)

Reclassification of $14.1 million of aircraft and flight equipment held for operating lease to deposits and other assets.

(k)

Reclassification of $4.1 million of debit balance in income tax payable from prepaid expenses to accounts receivable, net

Unaudited Pro Forma Condensed Combined Statement of Income for the three months ended March 31, 2026

The following table presents a summary of reclassification adjustments to conform Sun Country’s historical condensed consolidated statement of

operations information for the three months ended March 31, 2026, with Allegiant’s historical condensed consolidated statement of income presentation for the three months ended March 31, 2026 (in thousands):

Allegiant

(Historical)

Sun Country

(Historical)

Sun Country

three months ended March

31, 2026

Historical

Reclassification

Adjustments

Sun Country

three months

ended March 31,

2026

(Reclassified)

OPERATING REVENUES:

Passenger

285,259

(57,209

)

(aa)

228,050

Third party products

3,496

(aa)

3,496

Fixed fee contracts

57,245

(aa)

57,245

Resort and other

3,528

(aa)

3,528

Other

7,018

(7,060

)

(aa)

(ff)

Cargo

46,089

Total operating revenues

Total operating revenue

338,366

338,408

OPERATING EXPENSES:

Salaries and benefits

Salaries, wages, and benefits

104,191

Aircraft fuel

72,901

Station operations

28,183

(bb)

28,183

Ground handling

10,461

(10,461

)

(bb)

Landing fees and airport rent

17,722

(17,722

)

(bb)

Depreciation and amortization

25,157

(ff)

25,199

Maintenance and repairs

Maintenance

20,423

Sales and marketing

10,092

Aircraft lease rentals

Other

30,743

(dd)

30,743

Other operating, net

30,743

(30,743

)

(dd)

Special charges, net of recoveries

9,799

(cc)

9,799

Special items, net

9,799

(9,799

)

(cc)

Total operating expenses

301,489

301,531

OPERATING INCOME (LOSS)

Operating income

36,877

OTHER (INCOME)

EXPENSES:

Non-operating income (expense), net:

Interest income

(2,235

)

(2,235

)

Interest expense

8,851

387

(ee)

9,238

Capitalized interest

(387

)

(ee)

(387

)

Other, net

)

Total other expenses

Total non-operating expense, net

6,614

INCOME BEFORE INCOME TAXES

Income before income tax

30,263

INCOME TAX PROVISION

Income tax expense

6,157

NET INCOME

24,106

(aa)

Reclassification of revenue amounts, which are summarized below:

(in thousands)

Passenger

Third Party

Products

Fixed Fee

Contracts

Resort &

Other

Historical Sun Country Balance

285,259

7,018

Reclassification of co-brand credit card, land & hotel, and partnership marketing revenue

3,496

(3.496

)

Reclassification of charter revenue

(57,245

)

57,245

Reclassification of aircraft lease revenue

3,528

(3,528

)

Reclassification of partnership and guaranteed revenue

(36

)

Reclassification of other revenue

Total reclassification adjustments

(57,209

)

3,496

57,245

3,528

(7,018

)

Reclassified revenue balance

228,050

3,496

57,245

3,528

(bb)

Reclassification of $10.5 million of ground handling and $17.7 million of landing fees & airport rent to station operations.

(cc)

Reclassification of $9.8 million of special items, net to special charges, net of recoveries.

(dd)

Reclassification of $30.7 million of other operating, net to other.

(ee)

Reclassification of interest expense of $0.4 million to capitalized interest.

(ff)

Reclassification of amortization of $0.04 million of aircraft lease premium included within other revenue to depreciation and amortization.

Unaudited Pro Forma Condensed Combined Statement of Income for the Year ended December 31, 2025

The following table presents a summary of reclassification adjustments to confirm Sun Country’s historical consolidated statement of operations

information for the year ended December 31, 2025, with Allegiant’s historical consolidated statement of income presentation for the year ended December 31, 2025 (in thousands):

Allegiant

(Historical)

Sun Country

(Historical)

Sun Country

Year ended

December 31, 2025

Historical

Reclassification

Adjustments

Sun Country

Year ended

December 31,

2025

(Reclassified)

OPERATING REVENUES:

Passenger

923,129

(223,278

)

(aaa)

699,851

Third party products

11,959

(aaa)

11,959

Fixed fee contracts

224,227

(aaa)

224,227

Resort and other

36,282

(aaa)

36,282

Other

48,613

(49,190

)

(aaa)

577

(fff)

Cargo

155,027

Total operating revenues

Total operating revenue

1,126,769

577

1,127,346

OPERATING EXPENSES:

Salaries and benefits

Salaries, wages, and benefits

372,597

Aircraft fuel

213,480

Station operations

109,462

(bbb)

109,462

Ground handling

44,701

(44,701

)

(bbb)

Landing fees and airport rent

64,761

(64,761

)

(bbb)

Depreciation and amortization

98,878

577

(fff)

99,455

Maintenance and repairs

Maintenance

80,349

Sales and marketing

33,300

Aircraft lease rentals

Other

116,244

(ddd)

116,244

Other operating, net

116,244

(116,244

)

(ddd)

Special charges, net of recoveries

1,886

(ccc)

1,886

Special items, net

1,886

(1,886

)

(ccc)

Total operating expenses

1,026,196

577

1,026,773

OPERATING INCOME

Operating income

100,573

OTHER (INCOME)

EXPENSES:

Non-operating income

(expense), net:

Interest income

(6,973

)

(6,973

)

Interest expense

36,861

341

(eee)

37,202

Capitalized interest

(341

)

(eee)

(341

)

Other, net

474

Total other expenses

Total non-operating expense, net

30,362

INCOME BEFORE INCOME TAXES

Income before income tax

70,211

INCOME TAX PROVISION (BENEFIT)

Income tax expense

17,402

NET INCOME

52,809

(aaa)

Reclassification of revenue amounts, which are summarized below:

(in thousands)

Passenger

Third Party

Products

Fixed Fee

Contracts

Resort &

Other

Historical Sun Country Balance

923,129

48,613

Reclassification of co-brand credit card, land & hotel, and partnership marketing revenue

11,959

(11,959

)

Reclassification of charter revenue

(224,227

)

224,227

Reclassification of aircraft lease revenue

36,282

(36,282

)

Reclassification of partnership and guaranteed revenue

949

(949

)

Reclassification of other revenue

577

Total reclassification adjustments

(223,278

)

11,959

224,227

36,282

(48,613

)

Reclassified revenue balance

699,851

11,959

224,227

36,282

(bbb)

Reclassification of $44.7 million of ground handling and $64.8 million of landing fees & airport rent to station operations.

(ccc)

Reclassification of $1.9 million of special items, net to special charges, net of recoveries.

(ddd)

Reclassification of $116.2 million of other operating, net to other.

(eee)

Reclassification of interest expense of $0.3 million to capitalized interest.

(fff)

Reclassification of amortization of $0.6 million of aircraft lease premium included within other revenue to depreciation and amortization.

Note 4 – Accounting Treatment and Preliminary Purchase Price Allocation

Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their

acquisition date fair values, and transaction costs associated with the business combination are expensed as incurred. The excess of preliminary consideration transferred over the estimated fair value of identifiable assets acquired and liabilities

assumed, if any, is allocated to goodwill.

The preliminary consideration transferred calculated in accordance with ASC 805 is based on the Merger Consideration, as delineated

in the Merger Agreement, and other items, as applicable.

In accordance with ASC 805, Allegiant has assigned fair value to

assets acquired and liabilities assumed using best estimates and assumptions as of the Closing Date. The determination of the estimated fair value of assets acquired requires significant judgment and often involves the use of various estimates

and assumptions. To determine the preliminary estimate of fair values of assets acquired and liabilities assumed, management used benchmark studies in addition to the historical unaudited balance sheet of Sun Country as of March 31, 2026,

collectively with the consequential tax effects of the Mergers.

The estimated fair values and purchase price allocation are preliminary and a final determination of the fair value of assets

acquired, including any property and equipment, identifiable intangible assets, and liabilities assumed as of the acquisition date will be performed within one year of the Closing Date. Since the pro forma financial information has been prepared

based on preliminary fair values, the final amounts may differ materially from the information presented herein.

Preliminary Consideration Transferred

The following table presents the preliminary consideration transferred:

(in thousands, except exchange ratio, share price, and per share data)

Amount

Shares of Sun Country Common Stock (1)

54,208

Exchange ratio

0.1557

Shares of Allegiant Common Stock to be issued

8,440

Allegiant Common Stock to be issued to non-employee holders (3)

Allegiant closing share price (2)

75.21

Total Stock Consideration per the Merger Agreement

635,651

Shares of Sun Country Common Stock (1)

54,208

Cash Consideration per share

4.10

Cash Consideration to be paid including cash consideration for fractional shares

222,265

Cash paid to non-employee holders (3)

303

Total Cash Consideration per the Merger Agreement

222,568

Total Merger Consideration per the Merger Agreement

858,219

Cash paid to Amazon Holder (4)

3,932

Value of Allegiant Common Stock issued to Amazon Holder (4)

12,253

Repayment of Sun Country’s outstanding TRA Liability (5)

80,461

Pre-combination value of replaced and accelerated Sun Country equity awards (6)

21,117

Preliminary consideration transferred

975,982

(1)

The shares of Sun Country Common Stock is based on 54,208,163 shares of Sun Country Common

Stock issued and outstanding as of May 13, 2026.

(2)

The value of the shares of Allegiant Common Stock issued is based on the closing share price of Allegiant common stock as of May 13, 2026.

(3)

Reflects the value of the cash and shares of Allegiant Common Stock issued to Sun Country’s non-employee holders in connection with the Mergers, as further described in Note 1.

(4)

Reflects the value of the cash and shares of Allegiant Common Stock issued to Amazon Holder in connection with the settlement of the Sun Country Warrant, as further described in

Note 1.

(5)

Reflects the cash paid for the settlement of Sun Country’s tax receivable liability in connection with the Mergers.

(6)

Reflects the pre-combination fair-value-measure of the Sun Country Stock Options, Sun Country RSU Awards, and Sun Country PRSU Awards that are assumed or settled by Allegiant, as

applicable, as further described in Note 1.

Preliminary Purchase Price Allocation

The following table presents the preliminary purchase price allocation as if the Mergers had been completed on March 31, 2026:

(in thousands)

Preliminary Fair

Value

Total preliminary Merger Consideration

975,982

Assets

Cash and cash equivalents

153,729

Restricted cash

18,142

Short-term investments

52,538

Accounts receivable

58,622

Expendable parts, supplies and fuel, net

15,000

Prepaid expenses and other current assets

43,518

Property and equipment, net

1,071,557

Other Intangible Assets, net

66,000

Long-term investments

13,491

Operating lease right-of-use assets, net

13,589

Deposits and other assets

91,243

Total assets

1,597,429

Liabilities

Accounts payable

83,573

Accrued liabilities

72,256

Current operating lease liabilities

3,685

Air traffic liability

138,220

Current loyalty program liability

9,765

Current maturities of long-term debt and finance lease obligations, net

122,294

Long-term debt and finance lease obligations, net

430,399

Deferred income taxes

66,878

Noncurrent operating lease liabilities

12,878

Noncurrent loyalty program liability

4,604

Other noncurrent liabilities

12,468

Total liabilities

957,020

Net assets

640,409

Goodwill

335,573

Note 5 – Transaction Accounting Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, reflects the following adjustments:

Reflects a net decrease to cash and cash equivalents of $376.6 million as a result of the payment of Cash Consideration of $307.0 million, payment of transaction costs of $64.3

million and payment of retention bonuses of $5.3 million due at closing as part of the Change-in-Control Payments.

Represents the adjustment of $13.5 million to present Sun Country’s investments with maturities greater than one year within long-term investments to conform Sun Country’s

historical accounting treatment to Allegiant’s accounting policy, as further discussed in Note 2.

Reflects an adjustment of $1.2 million to eliminate existing deferred financing costs related to Sun Country’s historical revolving credit facility, which was terminated on the

Closing Date.

Represents the adjustment of $143.4 million to property and equipment, net, to reflect the preliminary fair value of $1,071.6 million for assets acquired in connection with the

Mergers. Refer to Note 5(p) for details of acquired property and equipment.

Reflects a net adjustment of $113.4 million to goodwill, which represents the preliminary goodwill of $335.6 million recognized as a result of the Mergers, as discussed in Note 4,

and the elimination of Sun Country’s historical goodwill of $222.2 million. The goodwill is not expected to be deductible for tax purposes.

Represents a decrease of $6.2 million to other intangible assets, net to reflect the preliminary fair value of $66.0 million for identifiable intangible assets acquired in

connection with the Mergers and the elimination of Sun Country’s historical intangible assets related to prior acquisitions of $72.2 million. Refer to Note 5(q) for details of acquired identifiable intangible assets.

Reflects a decrease in other assets of $8.0 million related to the elimination of a contract asset related to the Sun Country Warrant settled with Amazon Holder in conjunction with

the Mergers.

Reflects a reversal of accrued liabilities of $5.0 million related to transaction costs (primarily legal and professional services fees), which were incurred in the historical

financial statements and paid upon the Closing Date.

Reflects an increase in accrued liabilities of $10.9 million related to Change-in-Control Payments, including severance payments of $5.3 million payable to Sun Country’s officers,

that are due to be paid after the Closing Date. While the pro-rated annual incentive bonuses of $1.2 million and change-in-control bonuses of $0.4 million are

expected to be paid after the Closing Date on each applicable payment date and $4.0 million of the retention bonuses do not vest until 30 and 90 days after the Closing Date, the full payment amount is reflected, as it is probable

that the payments will be made.

Reflects the elimination of $87.1 million of Sun Country’s tax receivable liability which was settled in connection with the Mergers.

Represents an increase of $20.0 million to deferred income taxes due to an increase in net deferred tax liabilities related to the estimated impact of purchase price adjustments in

connection with the Mergers.

Represents the adjustments to equity, which are summarized in the table below:

(in thousands)

Common

Stock

Outstanding

Treasury

Additional

Paid-in

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income

Elimination of historical Sun Country’s equity

(620

)

125,881

(560,680

)

(224,047

)

Issuance of Allegiant Common Stock in connection with the Mergers (Note 4)

669,013

Elimination of contract asset attributed to Sun Country Warrant (Note 5(g))

(7,964

)

Estimated transaction costs (Note 5(h), 5(s))

(59,322

)

Change-in-Control Payments (Note 5(a), 5(i), 5(n))

(16,287

)

Total pro forma adjustments

(611

)

125,881

108,333

(307,620

)

Unaudited Pro Forma Condensed Combined Statement of income for the three months ended March 31, 2026, and for the Year ended

December 31, 2025

The unaudited pro forma condensed combined statement of income for the three months ended March 31, 2026, and for the year ended December 31, 2025

reflects the following adjustments:

Reflects the increase to cargo revenue of $1.5 million for the three months ended March 31, 2026, and $4.5 million for the year ended December 31, 2025, related to the elimination

of contra-revenue as a result of the exercise of the Sun Country Warrant, as further described in Note 1.

Reflects increases to special charges, net expense of $0.3 million for the three months ended March 31, 2026, and $17.7 million for the year ended December 31, 2025, related to the

Change-in-Control Payments, including severance payment of $5.3 million payable to Sun Country’s officers that Allegiant expects to incur related to the Mergers.

Reflects a decrease of $0.6 million to salaries and benefits expense for the three months ended March 31, 2026 and increase to salaries and benefits expense of $9.3 million for the

year ended December 31.2025 respectively, of non-cash share-based compensation expense, net of tax, related to the Sun Country Stock Options, Sun Country RSU Awards, and Sun Country PRSU Awards outstanding immediately prior to the closing,

which are converted into awards of Allegiant Stock Options, Allegiant RSU Awards, and Allegiant PRSU Awards, respectively, as further described in Note 1.

Reflects the decrease in depreciation expense related to the fair value step-up in property and equipment, net, as further described in Note 5(d), which is calculated as follows:

(in thousands)

Preliminary

Fair Value

Estimated

Useful Life

(Years)

For the three months

ended March 31, 2026

For the year ended

December 31, 2025

Flight equipment (1)

1,020,814

10 years

16,320

65,282

Computer hardware and software

12,949

3 years

1,079

4,316

Land and buildings/leasehold improvements

8,283

10 years

254

1,017

Other property and equipment

29,511

6-8 years

1,054

4,216

Total property and equipment, net at pro forma fair value

1,071,557

18,707

74,831

Less: Sun Country historical property and equipment, net and depreciation expense

(928,114

)

(24,157

)

(94,878

)

Total pro forma adjustments to depreciation expense

143,443

(5,450

)

(20,047

)

(1)

The $1,020.8 million of acquired flight equipment includes equipment with an estimated acquisition-date fair value of $978.4 million, which will be depreciated to its residual

value of $368.0 million over its useful life of 10 years, and equipment with an estimated acquisition-date fair value of $42.4 million, which will be fully depreciated over its useful life of 10 years.

Reflects the incremental amortization expense related to identifiable intangible assets further described in Note 5(f), which is calculated as follows:

(in thousands)

Preliminary Fair

Value

Estimated

Useful Life

For the three

months ended

March 31, 2026

For the year

ended

December 31,

2025

Tradename

17,000

2-3 years

1,700

6,800

Co-Branding / Marketing Agreement

11,000

2-3 years

1,100

4,400

Customer relationships - Passengers

17,000

4-7 years

773

3,091

Customer relationships - Cargo

21,000

5-9 years

750

3,000

Total other intangible assets at pro forma fair value

66,000

4,323

17,291

Less: Sun Country historical other intangible assets, net and amortization expense

(72,219

)

(1,042

)

(4,577

)

Total pro forma adjustments to amortization expense

(6,219

)

3,281

12,714

Reflects the adjustments to recognize an incremental $0.1 million for the three months ended March 31, 2026, and $3.3 million for the year ended December 31, 2025 in depreciation

and amortization expense and a reduction of $3.6 million for the three months ended March 31, 2026, and $19.1 million for the year ended December 31, 2025 in maintenance and repairs expense to conform Sun Country’s historical accounting

treatment of heavy maintenance expense with Allegiant’s accounting policy, as described in Note 2.

Reflects increases to special charges, net of $59.3 million for the year ended December 31, 2025, related to non-recurring transaction costs (primarily legal and professional

services fees) not reflected in the historical financial statements that Allegiant has incurred related to the Mergers.

Reflects a decrease in interest expense of $0.1 million for the three months ended March 31, 2026, and $0.3 million for the year ended December 31, 2025, related to Sun Country’s

historical interest expense recognized in relation to its revolving credit facility, which was terminated in connection with the Mergers.

Reflects the increase of $10.2 million in other, net for the year ended December 31, 2025, related to the loss on settlement of Sun Country warrants in connection with the Mergers.

Reflects an increase in income tax expense of $1.8 million for the three months ended March 31, 2026, and decrease in income tax expense of $8.1 million for the year ended December

31, 2025, resulting from the income tax impact of pro forma adjustments utilizing a blended effective tax rate of 22.97% for the three months ended March 31, 2026, and 11.97% for the year ended December 31, 2025.

Note 6 – Earnings (Loss) per Share

The following table presents the calculation of pro forma basic and diluted earnings (loss) per share for the three months ended March 31, 2026, and for the year ended

December 31, 2025:

(In thousands, except per share data)

For the three months ended March 31,

2026

For the year ended December 31,

2025

Numerator (basic and diluted):

Pro forma net income attributable to common shares

72,424

(52,175

)

Denominator for Basic

Historical weighted-average number of common shares outstanding

18,207

18,050

Shares of Allegiant’s common stock issued as consideration transferred

8,452

Sun Country’s equity awards converted to Allegiant Common Stock

422

Shares of Allegiant ‘s common stock issued to Amazon Holder

149

Total weighted average shares outstanding (basic)

27,230

27,073

Denominator for Diluted

Historical weighted-average number of common shares outstanding

18,219

18,050

Shares of Allegiant’s common stock issued as consideration transferred

8,452

Sun Country’s equity awards converted to Allegiant Common Stock

422

Shares of Allegiant’s common stock issued to Amazon Holder

149

Replacement of Sun Country’s equity awards and options

Total weighted average shares outstanding (diluted)

27,304

27,073

Pro forma earnings (loss) per share:

Basic

2.66

(1.93

)

Diluted

2.65

(1.93

)

A net loss cannot be diluted. When a company is in a net loss position, basic and diluted loss per share are the same. The 8.45

million shares of Allegiant Common Stock to be issued in connection with the Mergers and 0.42 million shares of Allegiant Common Stock expected to be issued in connection with the acceleration of Sun Country’s equity awards, which includes the Sun

Country RSU Awards, Sun Country PRSU Awards, and Sun Country Stock Options, and the 0.15 million shares of Allegiant Common Stock expected to be issued to Amazon Holder as part of the settlement of the Sun Country Warrant are assumed to be

outstanding for the entirety of the period presented.

The computation of pro forma diluted weighted-average shares outstanding for the year ended December 31, 2025, excludes

approximately 0.1 million shares that would have resulted from the conversion of Allegiant’s 2014 Employee Stock Purchase Plan (“ESPP”), unvested Allegiant RSU Awards, and Allegiant equity awards issued to replace Sun Country equity awards under

the treasury stock method because the effect would have been anti-dilutive. Upon Allegiant generating net income in future years, the denominator of a diluted earnings per share calculation will include both the weighted average number of shares

outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ef20075796_ex99-2.htm · Sequence: 3

Exhibit 99.2

ALLEGIANT TRAVEL COMPANY ANNOUNCES OFFERING OF SENIOR SECURED NOTES

LAS VEGAS, June 9, 2026 /PRNewswire/ -- Allegiant Travel Company (NASDAQ: ALGT) (the “Company,” “we,” “us,” or “our”) has commenced an offering of $500.0 million in

aggregate principal amount of Senior Secured Notes due 2031 (the “Notes”) to investors in a private offering.

Each of the Company’s subsidiaries, other than Dustland, LLC and certain other insignificant subsidiaries (the “Guarantors”), will guarantee the Notes. The Notes and

the related guarantees will be secured by security interests in substantially all of the property and assets of the Company and the Guarantors, excluding aircraft, aircraft engines, real property and certain other assets (the “Collateral”). Some

of the Collateral, other than the property and assets of Sun Country Airlines Holdings, Inc. and its subsidiaries which will secure the Notes and the related guarantees, currently secures the Company’s existing $403.0 million 7.25% Senior Secured

Notes due 2027 (the “Existing Notes”) as well as a currently undrawn $150.0 million revolving credit facility.

The Company will use the net proceeds from the sale of the Notes to refinance in full the Existing Notes and all interest, costs, fees, expenses and other amounts due

and payable in respect thereof and to use the balance for general corporate purposes.

The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities

laws of any other jurisdiction. The Notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S.

persons in offshore transactions in reliance on Regulation S under the Securities Act.

Allegiant – Together We Fly™

Las Vegas-based Allegiant (NASDAQ: ALGT) is an integrated travel company with an airline at its heart, focused on connecting customers with the people, places and

experiences that matter most. Through Allegiant Air and Sun Country Airlines, the company serves approximately 22 million annual customers across scheduled passenger, charter and cargo operations. Together, the airlines operate more than 650 routes

serving nearly 175 cities throughout the United States and select international destinations. Allegiant is committed to providing affordable travel options, operational excellence and long-term value for customers, employees, communities and

shareholders. For more information, visit Allegiant.com.

Media information, including photos, is available at http://gofly.us/iiFa303wrtF

Media Inquiries: mediarelations@allegiantair.com

Investor Inquiries: ir@allegiantair.com

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not

constitute an offer to sell or solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in contravention of applicable law.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: ef20075796_ex99-3.htm · Sequence: 4

Exhibit 99.3

ALLEGIANT TRAVEL COMPANY ANNOUNCES LAUNCH OF TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.250% SENIOR SECURED NOTES DUE 2027

LAS VEGAS. June 9, 2026 – Allegiant Travel Company (NASDAQ: ALGT) (the “Company,” “we,” “us,” or “our”) announced today that it is commencing a tender offer (the “Tender Offer”) to purchase for cash any

and all of its outstanding $403,009,000 remaining aggregate principal amount of 7.250% Senior Secured Notes Due 2027 (the “Notes”). In connection with the Tender Offer, the Company is also seeking consents (the “Consent Solicitation”) to proposed

amendments (the “Proposed Amendments”) to the Indenture, dated as of August 17, 2022 (the “Indenture”), which governs the Notes, that would eliminate most of the restrictive covenants and certain events of default applicable to the Notes, and

amend certain other provisions applicable to the Notes.

Information related to the Notes and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. The terms and conditions of

the Tender Offer and Consent Solicitation are described in greater detail in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2026 (the “Statement”), which holders of the Notes (each a “Holder” and collectively the “Holders”)

should carefully read before making any decision with respect to the Tender Offer and Consent Solicitation.

CUSIP No.

Title of Security

Outstanding

Principal

Amount

Tender Offer

Consideration

(1)

Early Tender

Premium

(2)

Total

Consideration

(3)

144A: 01748X AD4

Reg S: U0177P AC2

7.250% Senior Secured Notes due 2027

403,009,000

955.00

50.00

1,005.00

(1)

Per $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Expiration Time (as defined below) and excludes accrued and unpaid interest.

(2)

Per $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline (as defined below).

(3)

Includes the Tender Offer Consideration plus the Early Tender Premium (as defined below) and excludes accrued and unpaid interest.

Holders who validly tender their Notes and thereby deliver their consents at or prior to 5:00 p.m., New York City time, on June 23, 2026, unless extended or earlier

terminated by the Company (the “Early Tender Deadline”) will be eligible to receive total consideration (the “Total Consideration”) of $1,005.00 per $1,000 principal amount of Notes, which includes the consideration for the Notes validly tendered

(and not validly withdrawn), pursuant to the Statement, of $955.00 per $1,000 principal amount of such Notes (the “Tender Offer Consideration”) and the early tender premium of $50.00 per $1,000 principal amount of such Notes (the “Early Tender

Premium”). Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration. A

Holder cannot deliver a consent with respect to the Notes without tendering its corresponding Notes or tender its Notes without delivering a corresponding consent. Holders of Notes who tender their Notes will be deemed by virtue of such tender to

have delivered their consent to the Proposed Amendments.

Holders who validly tender their Notes after the Early Tender Deadline, but at or prior to 5:00 p.m., New York City time, on July 9, 2026, unless extended or earlier

terminated by the Company (such time and date as the same may be extended or earlier terminated, the “Expiration Time”) will be eligible to receive only the Tender Offer Consideration, plus accrued and unpaid interest, for such Notes if such Notes

are accepted for purchase, and will not be entitled to the Early Tender Premium.

Upon the terms and subject to the conditions described in the Statement, the Company reserves the right, but is under no obligation, at any point after the Early Tender

Deadline and at or before the Expiration Time, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline (the settlement date of such purchase, the “Initial Settlement Date”). The

Initial Settlement Date, if the Company chooses to exercise its option to have an Initial Settlement Date, for the Tender Offer will be determined at the Company’s option and will be a business day the Company chooses after both the Early Tender

Deadline and the satisfaction or waiver of the conditions to consummation of the Tender Offer and the Consent Solicitation, and is currently expected to be June 24, 2026 unless extended by the Company. Upon the terms and subject to the conditions

described in the Statement, Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time, will be accepted for purchase promptly after the Expiration Time. If the Company elects not to have an Initial Settlement Date,

it will purchase all Notes validly tendered and not withdrawn, if it purchases any at all, on the Final Settlement Date.

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date on such purchased

Notes up to, but not including, the date on which such Notes are purchased.

With respect to any Notes not purchased in the Tender Offer, the Company may choose, but has no obligation, to satisfy and discharge the Indenture by sending a notice of

redemption to the Trustee under the Indenture for the redemption of all outstanding Notes on August 15, 2026, at a price equal to 100.00% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but not

including, the date of redemption.

Tendered Notes may be withdrawn, and consents thereby revoked, at any time at or before the Early Tender Deadline. Holders who tender their Notes after the Early Tender

Deadline, but on or prior to the Expiration Time, may not withdraw their tendered Notes, except in certain limited circumstances where additional withdrawal rights are required by law. A valid withdrawal of tendered Notes will constitute the

concurrent valid revocation of such Holder’s related consent.

If the Company receives the written consent of the Holders of at least a majority in principal amount of the outstanding Notes to the Proposed Amendments, the Company

will promptly after the Early Tender Deadline execute a supplement to the Indenture (the “Supplemental Indenture”) in order to effect the Proposed Amendments. The Supplemental Indenture will become effective on the Initial Settlement Date or, if

there is no Initial Settlement Date, on the Final Settlement Date. The Supplemental Indenture is described in greater detail in the Statement.

The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including the Company successfully completing a debt financing as

described in the Statement. Subject to applicable law, the Company may also extend, amend or terminate the Tender Offer and Consent Solicitation at any time before the Expiration Time in its sole discretion.

The Company has retained Barclays Capital Inc. to act as dealer-manager and solicitation agent for the Tender Offer and Consent Solicitation. Global Bondholder Services

Corporation will act as the Information Agent and the Tender Agent for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation should be directed to Barclays Capital Inc. at (212) 528-7581 (collect)

or (800) 438-3242 (toll-free). Requests for documentation should be directed to Global Bondholder Services Corporation at (855) 654-2014 (toll-free), (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com.

This press release does not constitute a notice of redemption with respect to the Notes.

This press release is not an offer to buy any securities and does not constitute a solicitation of consents of Holders and shall not be deemed an offer to buy or a

solicitation of consents with respect to any other securities of the Company. The Tender Offer and Consent Solicitation will be made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter

of Transmittal. All statements herein regarding the terms of the Tender Offer and Consent Solicitation, the Proposed Amendments, the Supplemental Indenture and the Indenture are qualified in their entirety by reference to the text of the Offer to

Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal, the Supplemental Indenture and the Indenture. The completion of the Tender Offer and the Consent Solicitation and the execution of the Supplemental

Indenture are subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement. There can be no assurance that either of the Tender Offer or the Consent Solicitation will be consummated.

Allegiant – Together We Fly™

Las Vegas-based Allegiant (NASDAQ: ALGT) is an integrated travel company with an airline at its heart, focused on connecting customers with the people, places and

shareholders. For more information, visit Allegiant.com. Media information, including photos, is available at http://gofly.us/iiFa303wrtF

Media Inquiries: mediarelations@allegiantair.com

Investor Inquiries: ir@allegiantair.com

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities

and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in contravention of applicable law. This press release does not constitute a notice of redemption with

respect to the Notes.

Forward-Looking Statements

This communication contains forward-looking statements under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, Section 27A of the

Securities Act of 1933 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and often can be identified by the use of forward-looking terminology such as the words

“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate”, “project”, “hope” or similar expressions. Forward-looking statements in this communication are based on Allegiant’s current expectations about the Tender Offer and certain assumptions

made by Allegiant, all of which are subject to change.

Such forward-looking statements also include statements related to the Tender Offer described herein, including the Expiration Time, the Early Tender Deadline, the

Initial Settlement Date, the possible completion of the Tender Offer and Consent Solicitation and any intention to redeem the Notes. When considering forward-looking statements, a reader should keep in mind the risk factors and other cautionary

statements included and incorporated by reference in Offer to Purchase and Consent Solicitation Statement. Should one or more of the risks and uncertainties described or incorporated by reference in Offer to Purchase and Consent Solicitation

Statement occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause

actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.

Forward-looking statements in this communication are qualified by and should be read together with, the risk factors referenced above and the risk factors included in

Allegiant’s annual and quarterly reports as filed with the Securities and Exchange Commission, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements.

The forward-looking statements in this communication are made only as of the date they were first issued, and unless otherwise required by applicable securities laws,

Allegiant disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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