Allegiant Travel CO 8-K

What Happened
On January 11, 2026 Allegiant Travel Company filed an 8-K reporting a definitive Agreement and Plan of Merger to acquire Sun Country Airlines Holdings, Inc. The transaction calls for a two-step merger and provides Sun Country common stockholders with Merger Consideration of $4.10 in cash per share plus 0.1557 shares of Allegiant common stock per Sun Country share. Allegiant and Sun Country also issued a joint press release and supplemental communications and will host a joint investor presentation on January 12, 2026.

Key Details

• Deal date: Merger Agreement executed January 11, 2026; outside termination date: January 11, 2027 (subject to regulatory-extension exceptions).
• Consideration: $4.10 cash + 0.1557 Allegiant shares per Sun Country share (cash + stock mix).
• Equity awards: Sun Country options, RSUs and PRSUs will be converted/assumed (PRSUs: converted using a 125% average performance factor and become time-vesting); non-employee/former-service awards will vest and convert to the Merger Consideration.
• Corporate & governance: Sun Country common stock to be delisted and deregistered after closing; Allegiant will expand its board by three seats for Sun Country‑designated directors (including CEO Jude Bricker).
• Approvals & conditions: Closing subject to Sun Country and Allegiant stockholder approvals, regulatory approvals (FAA, DOT, DHS/TSA), HSR clearance, effectiveness of registration statement, NASDAQ approval for issued Allegiant shares, and absence of material adverse effects.
• Break fees & expenses: Allegiant may owe Sun Country $52.23M in certain termination scenarios; Sun Country may owe Allegiant $33.02M in certain scenarios; Allegiant also may owe $30.0M in specified HSR-related terminations; expense reimbursements up to $11.0M possible if stockholder approval not obtained.

Why It Matters
This is a material acquisition that combines two U.S. low‑cost carriers and will affect shareholders on both sides: Sun Country holders will receive a mix of cash and Allegiant stock (dilution risk for Allegiant shareholders), and Sun Country shares will be delisted after closing. Completion depends on multiple stockholder and regulatory approvals (including antitrust/HSR clearance), so the transaction is not guaranteed and may take time. The agreement includes customary no‑shop provisions, conversion of employee equity into Allegiant awards, governance changes (three board seats for Sun Country), and significant termination fees—items investors should consider when evaluating potential timing, regulatory risk and dilution.