UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

ALLEGIANT TRAVEL COMPANY

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Merger Agreement Closing

 

 

Pursuant to the Merger Agreement, effective as of immediately prior to the First Effective Time, by virtue of the Mergers:

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

On the Closing Date, effective as of the effective time of the Second Merger, as approved by resolutions of Allegiant’s board of directors (the “Allegiant Board”) and pursuant to the terms of the Merger Agreement, the Allegiant Board approved and adopted an amendment to Allegiant’s bylaws (the “Bylaws Amendment”) to change the number of directors on the Board from eight to eleven, and three directors designated by Sun Country joined the Allegiant Board: (i) Jude Bricker, the President and CEO of Sun Country, and current member of the Sun Country board of directors (the “Sun Country Board”), (ii) Jennifer Vogel, a current member of the Sun Country Board, and (iii) Thomas Kennedy, a current member of the Sun Country Board. As approved by resolutions of Allegiant’s Board, Ms. Vogel was placed on the Compensation Committee of the Board, and Mr. Kennedy was placed on the Audit Committee of the Board. Other than with respect to Mr. Bricker’s fee arrangement pursuant to the Advisory Services Agreement (as defined below), Mr. Bricker, Ms. Vogel and Mr. Kennedy will receive compensation for service as a non-employee director consistent with the compensation arrangements applicable to Allegiant’s other non-employee directors.

 

Mr. Bricker, age 52, has served as President and CEO of Sun Country since 2017 and has been a Sun Country director since 2018. A seasoned aviation executive with two decades of industry experience, he previously served as Allegiant’s Chief Operating Officer and held multiple leadership roles at Allegiant from 2006–2017, overseeing key commercial, operational, and financial functions. Earlier, he was a finance manager at American Airlines. He also served as an infantry officer in the United States Marine Corps from 1996 to 2002. Mr. Bricker holds a B.S. in Civil Engineering from Texas A&M University and an MBA from the University of Texas, and he is an independent director of SAS Airlines.

 

Ms. Vogel, age 64, has served as Chair of the Sun Country Board since March 2023 and has been a director since 2022. She is a former senior airline legal and compliance executive, having served as Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer of Continental Airlines (retired 2010). Ms. Vogel currently serves on the boards of AAR Corp. and the Telluride Regional Airport Authority and previously served on the board of Virgin America. She holds a BBA from the University of Iowa and a JD from the University of Texas.

 

Mr. Kennedy, age 60, has served on the Sun Country Board since 2021. He is President and CEO, North America at SIXT Rental Car since January 2025 and previously served as its President and CFO from 2020. Mr. Kennedy is a former public-company CFO, including as CFO of Hertz Global Holdings, with earlier senior finance leadership roles at Hilton Worldwide and Northwest Airlines. He holds a BA in Economics from Tulane University and an MBA from Harvard University.

 

As previously disclosed, on April 8, 2026, Allegiant entered into an Advisory Services Agreement with Jude Bricker (the “Advisory Services Agreement”), which will become effective the day after the consummation of the Mergers. Under the Advisory Services Agreement, Mr. Bricker will serve as an independent contractor and provide advisory services relating to the integration of Sun Country into Allegiant, obtaining a single operating certificate for Allegiant Air, LLC and Sun Country, retention of charter and cargo customers and Sun Country business, continuity of Sun Country business relationships and consultation regarding the airline industry and the businesses of Allegiant and Sun Country. Mr. Bricker will be paid $26,250 per month during the term of the Advisory Services Agreement and will also be reimbursed for reasonable out-of-pocket expenses in accordance with Allegiant’s expense reimbursement procedures. This fee is separate from any compensation payable to him for service on the Allegiant Board. The Advisory Services Agreement continues until the earliest of Allegiant obtaining a single operating certificate for Sun Country, Mr. Bricker no longer serving on the Allegiant Board, or 15 days after Allegiant gives notice of termination, except that if any of those events occurs within the first 12 months after the effective date, the Advisory Services Agreement will remain in place until the first anniversary unless the parties agree otherwise. Mr. Bricker will not be eligible for employee benefits under the arrangement.

 

The foregoing description of the Advisory Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Advisory Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

The descriptions contained under Items 2.01 and 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 5.03.

 

The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

On the Closing Date, Allegiant issued a press release announcing the completion of the Mergers. A copy of Allegiant’s press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01. The information in this Item 7.01, including Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

 

 

Allegiant previously included or incorporated by reference in its Registration Statement on Form S-4 (File No. 333-294712) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026 and subsequently declared effective by the SEC on March 31, 2026 (the “Form S-4”) the financial statements required under Item 9.01(a) in connection with the Mergers, which are incorporated herein by reference.

 

 

Allegiant previously  included or incorporated by reference in the Form S-4 the unaudited pro forma financial information required under Item 9.01(b) in connection with the Mergers, which is incorporated herein by reference.

(d)

Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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