Sun Country Airlines Shareholders Clear Allegiant Merger in Preliminary Vote

Key Points

• Sun Country Airlines shareholders preliminarily approved the company’s merger agreement with Allegiant Travel Company at a special meeting on May 8, 2026. The vote clears a key step in the planned transaction, though final results will be filed later with the SEC.
• The merger structure would have Sun Country first merge into a subsidiary of Allegiant, with Sun Country surviving as a wholly owned subsidiary before a second merger step follows. The board had recommended voting in favor of the merger, compensation, and adjournment proposals.
• According to the preliminary report, all three proposals passed: the merger agreement, the advisory compensation proposal for named executive officers, and the adjournment proposal. The company said final voting results will be included in a Form 8-K by May 14, 2026.

Sun Country Airlines NASDAQ: SNCY stockholders preliminarily approved the company’s proposed merger agreement with Allegiant Travel Company at a special meeting held virtually on May 8, 2026, according to remarks made during the meeting by Rose Neale, Sun Country’s senior vice president, chief legal officer and corporate secretary.

Neale said the special meeting was called to order at 9:00 a.m. Central Time and that a quorum was present, with shares represented virtually or by proxy constituting a majority in voting power of the company’s outstanding capital stock entitled to vote.

The primary item before stockholders was a proposal to adopt the agreement and plan of merger dated Jan. 11, 2026, among Allegiant Travel Company, Mirage Merger Sub Incorporated, Sawdust Merger Sub LLC and Sun Country Airlines Holdings Inc.

Under the terms described by Neale, Mirage Merger Sub Incorporated would merge with and into Sun Country, with Sun Country surviving as a direct, wholly owned subsidiary of Allegiant Travel Company. Immediately after that transaction, Sun Country would merge with and into Sawdust Merger Sub LLC.

Three Proposals Presented to Stockholders

Neale outlined three proposals brought before the special meeting:

• Merger Agreement Proposal: A proposal to adopt the merger agreement with Allegiant Travel Company and the related merger structure.
• Merger-Related Compensation Proposal: An advisory, non-binding proposal to approve compensation that may be paid or become payable to Sun Country’s named executive officers in connection with the merger agreement.
• Adjournment Proposal: A proposal granting the Sun Country board authority to adjourn the meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve the merger agreement proposal.

Neale said the Sun Country board of directors recommended that stockholders vote in favor of all three proposals.

Preliminary Vote Indicates Approval

After allowing stockholders a brief period to vote or change previously submitted votes, Neale declared the polls closed at 9:08 a.m. Central Time. She then said Paul Ramirez of American Election Services LLC, who served as inspector of election for the meeting, had advised her based on a preliminary voting report that each proposal had received the required number of votes for approval.

“The Merger Agreement Proposal has received the requisite number of votes for approval,” Neale said. She added that the merger-related compensation proposal and the adjournment proposal also received the requisite votes for approval.

Neale emphasized that the results announced at the meeting were preliminary. She said final voting results would be included in a Form 8-K filing with the Securities and Exchange Commission no later than May 14, 2026.

Meeting Details

The company set March 25, 2026, as the record date for stockholders entitled to vote at the meeting. Neale said written notice was sent on or around March 31, 2026, to all stockholders of record as of the close of business on the record date. She also said the company had received an affidavit from Broadridge Financial Solutions certifying timely mailing of the notice of the special meeting, proxy statement and proxy materials.

The special meeting was adjourned at 9:09 a.m. Central Time. Neale thanked stockholders who attended the meeting and those who submitted proxies but were not present.

About Sun Country Airlines NASDAQ: SNCY

Sun Country Airlines NASDAQ: SNCY is an American ultra-low-cost carrier providing a blend of scheduled and charter passenger services. The carrier focuses on leisure markets, offering nonstop flights to sun and ski destinations across the United States, Mexico and the Caribbean. In addition to its scheduled network, Sun Country operates charter services for sports teams, corporate groups and tour operators, as well as seasonal cargo charters that support e-commerce peak periods.

Founded in 1982 and headquartered in Minneapolis, Minnesota, Sun Country has navigated multiple ownership and restructuring phases.

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