Form 8-K

8-K — Allegiant Travel CO

Accession: 0001140361-26-021056

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001362468

SIC: 4512 (AIR TRANSPORTATION, SCHEDULED)

Item: Completion of Acquisition or Disposition of Assets

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20073018_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (ef20073018_ex3-1.htm)

EX-10.1 — EXHIBIT 10.1 (ef20073018_ex10-1.htm)

EX-23.1 — EXHIBIT 23.1 (ef20073018_ex23-1.htm)

EX-99.1 — EXHIBIT 99.1 (ef20073018_ex99-1.htm)

GRAPHIC (image0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20073018_8k.htm · Sequence: 1

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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): May 13, 2026

ALLEGIANT TRAVEL COMPANY

(Exact name of registrant as specified in its charter)

Nevada

001-33166

20-4745737

(State or other jurisdiction of incorporation or organization)

(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)

(702) 851-7300

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2.):

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001

ALGT

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.01.

Completion of Acquisition or Disposition of Assets.

Merger Agreement Closing

On May 13, 2026 (the “Closing Date”), Allegiant Travel

Company, a Nevada corporation (“Allegiant”), completed the previously announced acquisition of Sun Country Airlines Holdings, Inc., a Delaware corporation (“Sun Country”), pursuant to the Agreement and Plan of Merger (the “Merger

Agreement”), dated January 11, 2026, by and among Allegiant, Sun Country, 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”), 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 effective 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 Second 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.

As previously disclosed, pursuant to the Merger Agreement and by

virtue 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 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”), par value $0.001 per share (the “Per Share Stock Consideration” and, together with the Per Share Cash Consideration, the “Merger Consideration”).

Pursuant to the Merger Agreement, effective as of immediately prior to the First Effective Time, by virtue of the Mergers:

•

All 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

exercise 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”

and each a “Converted Option”). Each Converted Option covers a proportionately adjusted number of shares of Allegiant Common Stock and has a proportionately adjusted exercise

price, 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;

•

Each 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

accordance 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;

•

Each 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

accordance 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

conditions 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

the last day of the performance period applicable to the Company PRSU Award; and

•

With 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

not yet vested), cancelled and converted into the right to receive the Merger Consideration.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference

to the 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.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On the Closing Date, effective as of the effective time of the Second Merger, as approved by resolutions of Allegiant’s board of directors (the “Allegiant Board”) and pursuant to the terms of the Merger Agreement, the Allegiant Board approved and adopted

an amendment to Allegiant’s bylaws (the “Bylaws Amendment”) to change the number of directors on the Board from eight to eleven, and three directors designated by Sun Country joined the Allegiant Board: (i) Jude Bricker, the President and CEO of Sun Country, and current member of the Sun Country board of directors (the “Sun Country Board”), (ii) Jennifer

Vogel, a current member of the Sun Country Board, and (iii) Thomas Kennedy, a current member of the Sun Country Board. As approved by resolutions of Allegiant’s Board, Ms. Vogel was placed on the Compensation Committee of the Board, and

Mr. Kennedy was placed on the Audit Committee of the Board. Other than with respect to Mr. Bricker’s fee arrangement pursuant to the Advisory Services Agreement (as defined below), Mr. Bricker, Ms. Vogel and Mr. Kennedy will receive compensation

for service as a non-employee director consistent with the compensation arrangements applicable to Allegiant’s other non-employee directors.

Mr. Bricker, age 52, has served as President and CEO of Sun Country since 2017 and has been a Sun Country director since 2018. A seasoned aviation

executive with two decades of industry experience, he previously served as Allegiant’s Chief Operating Officer and held multiple leadership roles at Allegiant from 2006–2017, overseeing key commercial, operational, and financial functions. Earlier,

he was a finance manager at American Airlines. He also served as an infantry officer in the United States Marine Corps from 1996 to 2002. Mr. Bricker holds a B.S. in Civil Engineering from Texas A&M University and an MBA from the University of

Texas, and he is an independent director of SAS Airlines.

Ms. Vogel, age 64, has served as Chair of the Sun Country Board since March 2023 and has been a director since 2022. She is a former senior airline

legal and compliance executive, having served as Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer of Continental Airlines (retired 2010). Ms. Vogel currently serves on the boards of AAR Corp. and the Telluride

Regional Airport Authority and previously served on the board of Virgin America. She holds a BBA from the University of Iowa and a JD from the University of Texas.

Mr. Kennedy, age 60, has served on the Sun Country Board since 2021. He is President and CEO, North America at SIXT Rental Car since January 2025

and previously served as its President and CFO from 2020. Mr. Kennedy is a former public-company CFO, including as CFO of Hertz Global Holdings, with earlier senior finance leadership roles at Hilton Worldwide and Northwest Airlines. He holds a BA

in Economics from Tulane University and an MBA from Harvard University.

As previously disclosed, on April 8, 2026, Allegiant entered into an Advisory Services Agreement with Jude Bricker (the “Advisory Services Agreement”), which will become effective the day after the consummation of the Mergers. Under the Advisory Services Agreement, Mr. Bricker will serve as an independent

contractor and provide advisory services relating to the integration of Sun Country into Allegiant, obtaining a single operating certificate for Allegiant Air, LLC and Sun Country, retention of charter and cargo customers and Sun Country business,

continuity of Sun Country business relationships and consultation regarding the airline industry and the businesses of Allegiant and Sun Country. Mr. Bricker will be paid $26,250 per month during the term of the Advisory Services Agreement and will

also be reimbursed for reasonable out-of-pocket expenses in accordance with Allegiant’s expense reimbursement procedures. This fee is separate from any compensation payable to him for service on the Allegiant Board. The Advisory Services Agreement

continues until the earliest of Allegiant obtaining a single operating certificate for Sun Country, Mr. Bricker no longer serving on the Allegiant Board, or 15 days after Allegiant gives notice of termination, except that if any of those events

occurs within the first 12 months after the effective date, the Advisory Services Agreement will remain in place until the first anniversary unless the parties agree otherwise. Mr. Bricker will not be eligible for employee benefits under the

arrangement.

The foregoing description of the Advisory Services Agreement does not purport to be complete and is qualified in its entirety

by reference to the full text of the Advisory Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The descriptions contained under Items 2.01 and 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 5.03.

The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference

to the full text of the Bylaws Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On the Closing Date, Allegiant issued a press release announcing the completion of the Mergers. A copy of Allegiant’s press release is furnished as

Exhibit 99.1 hereto and incorporated by reference in this Item 7.01. The information in this Item 7.01, including Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 of Form

8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such exhibit be deemed incorporated by reference in any filing under the Securities Act of

1933, as amended, or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

Allegiant previously included or incorporated by reference in its Registration Statement on Form S-4 (File No. 333-294712) filed with the U.S. Securities and Exchange

Commission (the “SEC”) on March 27, 2026 and subsequently declared effective by the SEC on March 31, 2026 (the “Form S-4”) the

financial statements required under Item 9.01(a) in connection with the Mergers, which are incorporated herein by reference.

(b)

Pro Forma Financial Information

Allegiant previously included or incorporated by reference in the Form S-4 the unaudited pro forma financial information required under Item 9.01(b) in connection

with the Mergers, which is incorporated herein by reference.

(d)

Exhibits

Exhibit

No.

Description

2.1

Agreement and Plan of Merger, dated as of January 11, 2026, by and among

Allegiant Travel Company, Mirage Merger Sub, Inc., Sawdust Merger Sub, LLC and Sun Country Airlines Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Allegiant’s Current Report on Form 8-K

filed on January 12, 2026)*

3.1

Amendment to the By-Laws of Allegiant Travel Company, effective as of May 13, 2026

10.1

Advisory Services Agreement, dated as of April 8, 2026, by and between Jude Bricker and Allegiant Travel Company

23.1

Consent of KPMG LLP, independent registered public accounting firm of Sun Country Airlines Holdings, Inc.

99.1

Press Release, dated May 13, 2026

104

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

The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be

furnished to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

ALLEGIANT TRAVEL COMPANY

Date:

May 13, 2026

By:

/s/ Robert J. Neal

Robert J. Neal

President, Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: ef20073018_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDMENT TO THE

AMENDED AND RESTATED BY-LAWS

ALLEGIANT TRAVEL COMPANY

a Nevada Corporation (hereinafter the “Corporation”)

The undersigned certifies that on May 11, 2026, the board of directors of the Corporation (the “Board”),

by unanimous approval of all of the members of the Board given at a meeting of the Board, and in accordance with the By-laws of the Corporation (the “By-Laws”), and Nevada Law,

authorized, approved and adopted the following amendment to the By-Laws (the “Amendment”) to be effective on May 13, 2026:

Section 4.2 of the By-Laws is hereby amended and restated in its entirety to read as follows:

“Number, Qualification and Term of Office. The business and affairs of the corporation

shall be managed by a Board of Directors which shall consist of eleven (11) members. Each member of the Board of Directors of the corporation shall be elected as provided in Section 3.8 of these By-laws. None of the Directors need be a resident of

the State of Nevada or hold shares of stock in the corporation. The Directors shall be elected at an annual or special meeting of the Stockholders. Each Director shall have a term of office of one year and until his successor shall have been

elected and qualified, or until a director’s earlier resignation or removal.”

Except as amended by this Amendment, the By-Laws remain in full force and effect.

ALLEGIANT TRAVEL COMPANY

Date:

May 13, 2026

By:

/s/ Robert Goldberg

Robert Goldberg

Senior Vice President and Senior Counsel

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ef20073018_ex10-1.htm · Sequence: 3

Exhibit 10.1

ADVISORY SERVICES AGREEMENT

THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) has been entered into as of April 8, 2026, by and between Allegiant Travel Company, a Nevada corporation (the “Company”), and Jude Bricker (“Advisor”).

WHEREAS, the

Company has entered into an Agreement and Plan of Merger, dated as of January 11, 2026, by and among the Company, Mirage Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of the Company (“Merger Sub 1”), Sawdust Merger Sub, LLC, a Nevada limited liability company and a direct wholly owned Subsidiary of the Company (“Merger Sub

2” and, together with Merger Sub 1, “Merger Subs”) and Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Sun Country” and, such agreement, the “Merger Agreement”), pursuant to which Merger Sub 1 will merge with and into Sun Country, with Sun

Country surviving as a direct, wholly owned subsidiary of the Company and, immediately thereafter, Sun Country will merge with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of Allegiant (the “Closing”) on the terms and subject to the conditions set forth therein;

WHEREAS, Advisor

currently serves as the President and Chief Executive Officer of Sun Country pursuant to the Employment Agreement, dated as of April 11, 2023, by and between Sun Country and Advisor (the “Employment

Agreement”);

WHEREAS, effective

as of, and contingent upon, the Closing, Advisor shall terminate employment from all employee, officer, manager, director and/or other similar positions held by Advisor at Sun Country and any of its subsidiaries in accordance with Section 4(a)(v)

of the Employment Agreement; and

WHEREAS, the

Company and Advisor (the “Parties”) desire that Advisor provide advisory services to the Company commencing on the day immediately following the Closing (the “Effective Date”) in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the Parties agree as follows:

1. Services to be Rendered.

(a) The Company hereby retains Advisor commencing on the Effective Date as an independent contractor to provide the advisory services to the Company set forth on Exhibit A attached hereto and such other services as reasonably requested by the Chief Executive Officer of the Company from time to time (collectively, the “Services”).

(b) Advisor shall provide the Services as reasonably requested in writing by the Chief Executive Officer of the Company, subject to reasonable limitations concerning time and place, and shall report to the Chief Executive

Officer of the Company, for project work as clarified in the scope of the written request.

(c) Advisor represents and warrants that Advisor shall act honestly and in good faith and in the best interests of the Company and its affiliates at all times while providing the Services, and that Advisor shall

use all of Advisor’s professional care, diligence and skill to ensure that the Services are provided and completed to the reasonable satisfaction of the Company. Advisor represents and warrants that Advisor shall comply with all applicable

laws, regulations, rules, codes, orders and standards imposed by applicable federal, state, provincial, or local government authorities with respect to the provision of any Services, and Advisor shall not subcontract the provision of any

Services to any third party without receiving prior written consent from the Company.

2. Advisory Fees.

(a) As compensation for the Services performed by Advisor, the Company shall pay Advisor $26,650 per month (the “Monthly Payment”) over the

duration of the Term (as defined below) of this Agreement. The Monthly Payment shall be made as soon as reasonably practicable following the final business day of the month for which the Services were performed and shall be prorated based on

the number of full days during which Advisor was engaged by the Company for any partial months, as applicable. Such Monthly Payments shall be the only compensation due to Advisor for the performance of the Services hereunder and shall be

separate from, and in addition to, any compensation or other amounts payable to Advisor in his capacity as a member of the Board of Directors of the Company.

(b) In addition to the Monthly Payment set forth in Section 2(a), the Company shall reimburse Advisor for Advisor’s reasonable out-of-pocket expenses incurred in connection with the Services in accordance with the

Company’s existing expense reimbursement procedures.

(c) The Company shall not withhold from compensation payable under this Agreement any income, social security, or other taxes. Advisor acknowledges that Advisor is solely responsible for the payment of all taxes

that may result from performance of the Services and with respect to the payment of the advisory fees and the Company shall not be in any way liable for any such taxes or penalties. Advisor understands and agrees that the Company shall have no

responsibility whatsoever regarding any tax consequences arising from any payments made under this Agreement.

3. Term of Agreement; Termination. The term of this Agreement (the “Term”) shall begin on the

Effective Date and shall continue in full force and effect until the earliest to occur of (x) the date that the Company receives a single operating certificate in respect of Sun Country, (y) the date that Advisor ceases to serve on the Board of

Directors of the Company, or (z) fifteen (15) days after the Company provides Advisor with written notice (email is sufficient) that the Company wishes to terminate this Agreement; provided,

that if (x), (y) or (z) occur within twelve (12) months following the Effective Date, the Term shall expire on the twelve (12) month anniversary of the Effective Date. The parties may mutually agree to extend this Agreement.

4. Status as Independent Contractor.

(a) Advisor and the Company understand and acknowledge that, as of the Effective Date, Advisor’s relationship with the Company shall be that of an independent contractor and nothing in this Agreement creates a

partnership, joint venture or any employer-employee relationship between Advisor on the one hand and the Company on the other hand. The Company shall not have the authority to, nor shall it, supervise, direct or control the manner, means,

details or methods utilized by Advisor to perform the Services under this Agreement. Nothing contained in this Agreement is intended to nor shall it prevent Advisor from simultaneously becoming engaged by any other person or entity during the

Term; provided, however, Advisor shall remain bound by, and shall not violate the covenants set forth in the Employment Agreement.

(b) Advisor acknowledges and agrees that (i) Advisor is not eligible to participate in and waives any claims he may have to any type of benefits offered to employees of the Company (other than those to which he

might be entitled as a former employee of Sun Country) and (ii) neither Advisor nor any individual employed by Advisor or acting on Advisor’s behalf shall be treated or regarded as a Company employee under the laws or regulations of any

government or governmental agency.

(c) It is further agreed that the Company (i) shall have no obligation to provide Advisor with any business registrations or licenses required to perform the Services; (ii) does not pay Advisor a salary; and (iii)

shall not combine business operations with Advisor, but instead shall keep the operations of Advisor and the Company separate.

(d) Advisor is not an agent of the Company or its affiliates and shall have no authority to make any statement, representation, or commitment of any kind or to take any action binding upon the Company without the

Company’s prior written authorization and shall have no management authority with respect to the Company. Since Advisor is an independent contractor under this Agreement, any personal injury or property damage suffered by Advisor in the course

of performing Services under this Agreement shall be Advisor’s sole responsibility.

(e) The Company and Advisor acknowledge and agree that on the Closing Advisor had a “separation from service,” within the meaning of section 409A of the Internal Revenue Code of 1986, as amended. The Parties

reasonably expect that the performance of the Services will not require Advisor to provide more than twenty percent (20%) of the average level of services rendered by Advisor to the Company and its affiliates during the thirty-six (36) months

immediately preceding the Effective Date; provided, that, the Parties understand and agree that,

generally, the Services shall not require Advisor to work more than an average of fifteen (15) hours per month.

5. Assignment. Advisor shall not assign any of Advisor’s rights under this Agreement, or delegate the performance of any of Advisor’s duties hereunder, without

the prior written consent of the Company, which it may withhold for any or no reason. Assignment of this Agreement by the Company of any of the rights or obligations of the Company shall not relieve the Company of its obligations to make the

payments to Advisor set forth in this Agreement.

6. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and

assigns of the Company.

7. Severable Provisions. All provisions in this Agreement are severable and each valid and enforceable provision shall remain in effect and shall be binding

upon the parties, notwithstanding any determination that is binding upon, or legally enforceable against, the parties and that renders certain provisions of this Agreement invalid or unenforceable.

8. Miscellaneous. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both the Company and

Advisor. This Agreement constitutes the entire agreement between the Parties and their affiliates and supersede all prior agreements or understandings between the Company and Advisor with respect to the subject matter hereof. Section

headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement may be executed in two or more counterparts, each of which shall be deemed an

original but all of which together shall constitute one and the same instrument.

9. Governing Law. This Agreement shall be interpreted under the laws of the State of Nevada without regard to conflict of laws provisions.

10. Operation of Agreement. This Agreement shall not become effective and shall have no force or effect if (i) Advisor’s employment is terminated by Sun Country

prior to the Effective Date or (ii) the Closing does not occur (and shall terminate upon the termination of the Merger Agreement).

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the day and year first above written.

ADVISOR:

/s/ Jude Bricker

Jude Bricker

ALLEGIANT TRAVEL COMPANY

By:

/s/ Gregory Anderson

Name:

Gregory Anderson

Title:

Chief Executive Officer

[Signature Page to Advisory Agreement]

Exhibit A

Services

Consultation related to: (i) integration of Sun Country into the Company; (ii) the Company obtaining a single operating certificate for Allegiant Air, LLC and Sun Country; (iii)

retention of charter and cargo customers and Sun Country business; (iv) continuity of business relationships of Sun Country; and (v) general consultation regarding the airline industry and Allegiant’s and Sun Country’s businesses.

Expectation that Advisor: (i) will spend at least four half-days a year in Las Vegas or other mutually agreeable location (in addition to at Board meetings), (ii) would be available on

an on-call basis (which could be remote unless otherwise agreed) for up to one day per month, and (iii) would be available as needed for pressing business matters.

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: ef20073018_ex23-1.htm · Sequence: 4

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-291702, 333-266515, 333-199734 and 333-295824) on Form S-8 and (No. 333-282349) on Form S-3 of Allegiant Travel Company of our report dated February 12, 2026, with respect to the consolidated financial statements of Sun Country Airlines Holdings, Inc. and

subsidiaries, and the effectiveness of internal control over financial reporting, which report is incorporated by reference in the Form 8-K of Allegiant Travel Company dated May 13, 2026.

/s/ KPMG LLP

Minneapolis, Minnesota

May 13, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20073018_ex99-1.htm · Sequence: 5

Exhibit 99.1

Allegiant Completes Acquisition of Sun Country Airlines, Creating the Leading Leisure-Focused U.S. Airline

Combination expands network, enhances scale, and strengthens diversified operations

LAS VEGAS. May 13, 2026 – Allegiant

Travel Company (NASDAQ: ALGT) today announced it has successfully completed its acquisition of Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY), bringing together two complementary carriers focused on affordable leisure travel. The transaction closed following satisfaction of customary closing conditions, including receipt of required

regulatory approvals and approval by the shareholders of each of Allegiant and Sun Country.

The combination strengthens Allegiant’s position as a leading U.S. leisure airline by expanding its network, increasing scale, and

enhancing its diversified operating model.

“Today marks a defining moment in Allegiant’s history as we officially join forces with Sun Country to create the leading leisure-focused

airline in the United States,” said Allegiant CEO Gregory C. Anderson. “With a combined fleet of 195 aircraft serving nearly 175 cities, we are expanding access to affordable, reliable, and convenient travel for the communities that have long been

the foundation of our business, while offering customers broader reach and more destinations. By bringing together two strong airlines with similar business models, we are creating a more differentiated and durable airline – one well positioned to

deliver lasting value for our customers, team members, and shareholders. I want to recognize Team Allegiant and Team Sun Country, whose dedication and hard work made this day possible.”

Customers can continue to book travel through existing channels, and there are no changes to current reservations, flight schedules, or

travel plans. Both airlines will continue to operate as separate carriers in the near term, maintaining their respective brands. Allegiant Allways Rewards and Sun Country Rewards will remain separate in the near term, and members’ points, benefits,

and account status will retain their current value. Customers should continue to manage reservations, check in, and access customer service through the airline with which they booked travel. Over time, Allegiant expects to introduce additional

benefits that make it easier for customers to access the combined network.

The combined company is committed to a thoughtful and disciplined integration process focused on maintaining safe, reliable operations and

delivering a consistent customer experience. There are no immediate changes to frontline roles, and operational employees will continue in their current positions. The company will work closely with labor representatives throughout the integration

process, and all existing collective bargaining agreements will remain in place. At the corporate level, some roles may overlap as functions are integrated. Any potential changes will be evaluated carefully, with a focus on fairness, respect, and

clear communication.

Allegiant values Sun Country’s deep roots in Minnesota and expects Minneapolis-St. Paul to remain an important operating center for the

combined company. The combined company is committed to maintaining strong relationships with the communities, airports, customers, and partners served by both airlines, while continuing to support the leisure-focused markets that have been central

to each company’s success.

Together, Allegiant and Sun Country will serve approximately 22 million annual customers across nearly 175 cities, with more than 650

routes and a combined fleet of 195 aircraft.

The combination brings together complementary strengths, including:

•

Expanded access to leisure destinations across the U.S. and select international markets

•

A diversified model supported by scheduled service, charter, and cargo operations

•

Increased scale to support long-term growth and operational resilience

Financially, the combination of Allegiant and Sun Country brings together two profitable airlines with complementary networks, diversified

revenue streams and strong balance sheets, creating a platform with meaningful long-term value creation potential. Allegiant expects to realize approximately $140 million in annual synergies within three years following closing and integration,

driven by expanded customer choice across the combined network, scale efficiencies, fleet optimization, and procurement benefits. The transaction is expected to be accretive to earnings per share in the first full year post-closing, while

maintaining balance sheet flexibility.

Sun Country’s cargo operations for Amazon Prime Air and charter contracts with casinos, Major League Soccer, collegiate sports teams, and

the Department of Defense, complement Allegiant’s existing charter business and further diversify the combined company’s revenue base. With 195 aircraft at closing, 30 aircraft on order and an additional 80 options, the combined company will have

greater flexibility to optimize aircraft deployment, improve utilization, and support long-term growth through economic cycles.

Greg Anderson will serve as Chief Executive Officer of the combined company, and Robert Neal will serve as President and Chief Financial

Officer. Jude Bricker, Jennifer Vogel and Thomas C. Kennedy were appointed as members of Allegiant’s Board of Directors.

In connection with the closing, Sun Country common stock has ceased trading on the NASDAQ, and Allegiant Travel Company will continue to

trade on the NASDAQ under the ticker symbol “ALGT.”

Allegiant – Together We FlyTM

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. Since 1999, Allegiant Air has linked travelers in small-to-medium cities to world-class vacation destinations with all-nonstop flights and industry-low average fares. Today, Allegiant's fleet serves communities

across the nation, with base airfares less than half the cost of the average domestic roundtrip ticket. For more information, visit us at Allegiant.com. Media information,

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

Cautionary Statement Regarding 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,” “guidance,” “anticipate,” “intend,” “plan,” “estimate”, “project”, “hope” or similar expressions. Forward-looking statements in this communication are based on Allegiant’s current expectations, estimates and projections

about the benefits of its acquisition of Sun Country, its businesses and industries, management’s beliefs and certain assumptions made by Allegiant, all of which are subject to change. Forward-looking statements in this communication may relate to,

without limitation, the benefits of the transaction, including future financial and operating results; Allegiant’s plans, objectives, expectations and intentions; expected synergies of the transaction; the timing and result of various regulatory

proceedings related to the transaction that may occur after the closing; the ability to execute and finance current and long-term business, operational, capital expenditures and growth plans and strategies; the impact of increased or increasing

transaction and financing costs associated with the transaction or otherwise, as well as inflation and interest rates; and the ability to access debt and equity capital markets.

Forward-looking statements involve risks, uncertainties, and assumptions that could cause actual results to 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. Important risk factors that may cause such a difference include, but are not limited to, the following: the risk that potential legal proceedings may be instituted against

Allegiant and result in significant costs of defense, indemnification or liability; the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the transaction or that any of the

foregoing may take longer to realize or be more costly to achieve than expected; the risk that the integration of Sun Country’s operations will be materially delayed or will be more costly or difficult than expected or that Allegiant is otherwise

unable to successfully integrate Sun Country’s businesses into its businesses; the dilution caused by Allegiant’s issuance of additional shares of its common stock in connection with the consummation of the transaction; the possibility that the

transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Allegiant’s or Sun Country’s customers, suppliers, employees, labor unions

or other business partners, including those resulting from the completion of the transaction; a material adverse change in Allegiant’s business, condition or results of operations; changes in domestic or international economic, political or

business conditions, including those impacting the airline industry (including customers, employees and supply chains); Allegiant’s ability to successfully implement its operational, productivity and strategic initiatives; the outcome of claims,

litigation, governmental proceedings and investigations involving Allegiant or Sun Country; and a cybersecurity incident or other disruption to Allegiant’s technology infrastructure.

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

included in Allegiant’s and Sun Country’s respective annual and quarterly reports as filed with the Securities and Exchange Commission (the “SEC”), as well as the risk factors included in Allegiant’s registration statement on Form S-4 (Registration

No. 333-294712), as filed with the SEC on March 27, 2026 (https://www.sec.gov/Archives/edgar/data/1362468/000114036126011799/ny20065073x3_s4.htm)

(the “Registration Statement”), 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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