8-K - Allegiant Travel Company | StockGist

AI Analysis

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Allegiant Travel Company and Sun Country Airlines announced the early termination of the Hart-Scott-Rodino Act waiting period on March 16, 2026, for Allegiant's proposed acquisition of Sun Country via a two-step merger structure originally agreed on January 11, 2026. This U.S. antitrust clearance advances the transaction toward closing in Q2 or Q3 2026, pending DOT approval and shareholder votes.

Key Takeaways

1Early termination of HSR Act waiting period announced March 16, 2026

2Merger agreement entered January 11, 2026, between Allegiant, Sun Country, Merger Sub 1, and Merger Sub 2

3First Merger: Merger Sub 1 into Sun Country, Sun Country survives as Allegiant subsidiary

4Second Merger: Sun Country into Merger Sub 2, Merger Sub 2 survives as Allegiant subsidiary

5Transaction subject to DOT interim exemption and shareholder approvals of both companies

6Expected closing in second or third quarter of 2026

Current Report Details

Event Type

Other Event

Exhibits Only

Disclosure

Voluntary

Variant

8-K

Items Reported

8.01

. Other Events. As previously announced , o n January 11, 2026, Allegiant Travel Company, a Nevada corporation (“ Allegiant ”), entered into an Agreement and Pl

Other Event

9.01

. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated March 16, 2026 104 Cover Page Interactive Data File (embedde

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Sun Country Airlines Holdings, Inc.
Structure: Merger of Merger Sub 1 with and into Sun Country (First Merger), with Sun Country surviving as direct wholly owned subsidiary of Allegiant, followed immediately by merger of Sun Country with and into Merger Sub 2 (Second Merger), with Merger Sub 2 surviving as direct wholly owned subsidiary of Allegiant

•Agreement entered January 11, 2026
•Early termination of HSR Act waiting period on March 16, 2026
•Subject to U.S. Department of Transportation (DOT) approval of interim exemption application
•Subject to approval of shareholders of Allegiant and Sun Country
•Expected to close in second or third quarter of 2026

Exhibits (2)

8-K

99.1

EXHIBIT 99.1