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425 ·Filed Apr 28, 2026

SNCY

Sun Country Airlines Holdings, Inc.
NEUTRAL
Impact 4/10
Horizondays Processed6mo ago SEC0001140361-26-017520
Rule 425 M&A communications
Actionable Insight • Neutral

The merger remains on track. The voluntary supplement eliminates weak litigation risk. Monitor the shareholder vote on May 8; approval is likely, leading to closing on May 13. No trading opportunity expected from this filing alone.

DirectionNeutral
Confidencehigh
Horizondays
Latest settled — T+5d ⚠ clustered
SNCY ▲ +5.81% at T+5d
NEUTRAL call +5.81% · α vs SPY +2.70% · entry $15.65 → $16.56
Next anchor: T+20d due 5mo ago
Entry = T+0 close
Apr 28, 2026
via day close
T+1d
+0.96%
call +0.96% · α -0.06%
$15.80
settled 6mo ago
T+5d
+5.81%
call +5.81% · α +2.70%
$16.56
settled 6mo ago
T+20d
Pending
due 5mo ago
T+60d
Pending
due 3mo ago

Price Chart

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Executive Summary

Allegiant and Sun Country voluntarily supplement the joint proxy statement to moot two shareholder lawsuits challenging the merger. The filing includes additional financial forecasts and fairness opinion details but does not change deal terms, timeline, or consideration. The shareholder vote remains scheduled for May 8, 2026, with closing expected on May 13, 2026.

Key Financial Metrics

Deal Type
merger

Key Facts

  • Two shareholder lawsuits filed April 16 and 17, 2026 in New York County Supreme Court alleging disclosure deficiencies.
  • Allegiant and Sun Country voluntarily supplement the proxy statement to moot claims, without admitting liability.
  • Supplemental disclosures include updated unaudited financial forecasts for Allegiant and Sun Country through 2030.
  • Goldman Sachs illustrative DCF analysis shows Sun Country standalone present value of $18.70-$22.90 per share.
  • Pro forma combined DCF analysis implies consideration to Sun Country shareholders of $21.70-$30.75 per share.
  • Special meetings of stockholders scheduled for May 8, 2026.
  • Merger is expected to close on May 13, 2026, as previously disclosed.

Financial Impact

No material financial impact; disclosure supplement to avoid litigation delay, with immaterial cost.

Risk Factors

  • Additional shareholder lawsuits could still be filed, though unlikely to derail the deal.
  • If stockholder vote fails, merger could be delayed or terminated.
  • Regulatory approvals already received; no remaining material regulatory risk.

Market Snapshot

Exchange
Nasdaq
Sector
Air Transportation, Scheduled
Analyst Consensus
64% bullish (14 analysts)

Investment Themes

Industrials & Manufacturing

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001140361-26-017520
Document: 0001140361-26-017520-index-headers.html0001140361-26-017520
Document: 0001140361-26-017520-index.html0001140361-26-017520
Document: 0001140361-26-017520.txt0001140361-26-017520
11 reports for SNCY
Performance horizon
50% Hit rate @ T+1 3 of 6 directional calls Went positive at some point 3 of 6 best @ T+1▲ +6.69%Apr 15, 2026
Filters
Rows
Reports for SNCY — sortable, filterable
TypeNow
Jul 8, 2026
16w ago
Court Ruling
NEUTRAL ★ 1/10
—awaiting T+1——
May 26, 2026
22w ago
15-12G
BEARISH ★ 6/10
—awaiting T+1——
May 13, 2026
23w ago
8-K
NEUTRAL ★ 8/10
$16.17 $16.17· 0.00%▲ +1.23%—
May 13, 2026
23w ago
25-NSE
BEARISH ★ 9/10
$16.17 $16.17· 0.00%▲ +0.78%—
Apr 28, 2026
26w ago
425
NEUTRAL ★ 4/10
$15.65 $15.80▲ +0.96%▼ −0.06%—
Apr 28, 2026
26w ago
425 / 8-K
NEUTRAL ★ 4/10
$15.65 $15.80▲ +0.96%▼ −0.06%—
Apr 20, 2026
27w ago
425
BULLISH ★ 8/10
$17.43 $16.64▼ −4.53%▼ −5.55%—
Apr 20, 2026
27w ago
425
BULLISH ★ 8/10
$17.43 $16.64▼ −4.53%▼ −5.55%—
Apr 15, 2026
27w ago
425
BULLISH ★ 8/10
$17.18 $18.33▲ +6.69%▲ +5.48%—
Apr 15, 2026
27w ago
8-K
BULLISH ★ 7/10
$17.18 $18.33▲ +6.69%▲ +5.48%—
Showing 10 of 11

US Market Status

Market Closed — Opens Thu (11h 49m)

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Report published Apr 28, 2026