Sun Country Airlines (SNCY) Proxy filing summary

Executive summary

• Allegiant and Sun Country boards unanimously approved a merger agreement for Allegiant to acquire Sun Country through a two-step merger, making Sun Country a wholly owned subsidiary of Allegiant, with the transaction expected to close in Q2 or Q3 2026.

• Sun Country stockholders will receive $4.10 in cash and 0.1557 shares of Allegiant common stock per Sun Country share, with the exchange ratio fixed and the value fluctuating with Allegiant's share price until closing.

• Upon closing, former Sun Country equityholders will own approximately 33% and Allegiant equityholders 67% of the combined company on a fully diluted basis.

• The merger consideration represented a 19.8% premium over Sun Country's closing price on January 9, 2026.

• The transaction is subject to regulatory approvals, stockholder approvals, and other customary closing conditions.

Voting matters and shareholder proposals

• Allegiant stockholders will vote on the share issuance proposal and the adjournment proposal at a special meeting on May 8, 2026.

• Sun Country stockholders will vote on the merger agreement proposal, a non-binding advisory vote on executive compensation, and the adjournment proposal at a virtual special meeting on May 8, 2026.

• Approval of the share issuance proposal by Allegiant and the merger agreement proposal by Sun Country is required to complete the transaction.

• Both boards unanimously recommend voting in favor of all proposals.

Board of directors and corporate governance

• The combined company’s board will expand by three members, with three Sun Country-selected directors (including Jude Bricker) joining Allegiant’s board post-closing.

• Sun Country director nominees (other than Bricker) must be independent under Nasdaq rules and acceptable to Allegiant’s nominating and governance committee.