Allegiant Travel reports net loss of $15.18 million for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 31, October 30, 2026, the registrant had 27,337,755 27,307,455 shares of common stock, $0.001 par value per share, outstanding.

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Financial statements 185 changes

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Restricted cash 36,112 18,064

Accounts receivable 107,278 57,110

Accounts payable $ 139,849 $ 64,506

Accrued liabilities 264,837 186,019

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 508,684 339,440 $ 172,696

Restricted cash 51,435 18,064

Short-term investments 544,791 514,756 632,959

Accounts receivable 114,635 57,110

Expendable parts, supplies and fuel, net 55,284 59,701 34,431

Short-term lessor maintenance deposits 37,555 38,210 —

Prepaid expenses and other current assets 68,186 106,275 52,393

TOTAL CURRENT ASSETS 1,357,890 1,224,452 967,653

Property and equipment, net 4,228,694 4,247,489 2,947,536

Long-term investments 15,511 10,502 32,823

Goodwill and intangible assets 485,909 482,697 —

Deferred major maintenance, net 149,155 154,187 148,506

Operating lease right-of-use assets, net 69,399 95,285 63,389

Deposits and other assets 137,907 132,369 49,494

TOTAL ASSETS: $ 6,444,465 6,346,981 $ 4,209,401

Accounts payable $ 148,248 $ 64,506

Accrued liabilities 228,490 186,019

Accrued pilot retention bonus 272,982 — 235,887

Current operating lease liabilities 14,362 13,620 10,936

Air traffic liability 570,631 632,484 363,328

Current loyalty program liability 50,794 53,340 39,711

Current maturities of long-term debt and finance lease obligations, net of related costs 318,676 371,542 118,075

TOTAL CURRENT LIABILITIES 1,632,131 1,447,724 1,018,462

Long-term debt and finance lease obligations, net of current maturities and related costs 2,460,778 2,566,532 1,681,541

Deferred income taxes 413,507 407,352 305,416

Noncurrent operating lease liabilities 58,343 54,610 54,170

Noncurrent loyalty program liability 41,784 44,581 37,921

Other noncurrent liabilities 60,548 61,161 59,214

TOTAL LIABILITIES: 4,667,091 4,581,960 3,156,724

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Treasury shares ( 682,331 ) ( 682,511 )

Retained earnings 996,169 958,551

Treasury shares ( 684,258 ) ( 682,511 )

Additional paid in capital 1,456,769 1,460,309 771,967

Accumulated other comprehensive income, net 6,741 7,944 4,644

Retained earnings 980,991 958,551

TOTAL EQUITY: 1,777,374 1,765,021 1,052,677

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY: $ 6,444,465 6,346,981 $ 4,209,401

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Three Months Ended June 30, Six Months Ended June 30,

Passenger $ 822,491 $ 617,908 $ 1,494,290 $ 1,234,658

Third party products 45,758 33,649 88,093 68,852

Fixed fee contracts 45,723 17,019 63,846 33,271

Cargo 27,586 — 27,586 —

Other 1,932 20,808 2,106 51,677

Total operating revenues 943,490 689,384 1,675,921 1,388,458

Aircraft fuel 307,669 165,752 487,910 332,085

Salaries and benefits 250,318 214,102 468,403 445,541

Station operations 95,551 75,248 172,033 148,753

Depreciation and amortization 70,709 68,519 128,635 131,830

Maintenance and repairs 49,252 36,379 84,469 71,233

Sales and marketing 35,194 26,837 63,394 51,933

Aircraft rent 7,015 11,023 14,476 16,942

Other 40,716 41,089 60,649 76,259

Special charges, net of recoveries 65,952 117,924 93,734 116,369

Total operating expenses 922,376 756,873 1,573,703 1,390,945

OPERATING INCOME (LOSS) 21,114 ( 67,489 ) 102,218 ( 2,487 )

Three Months Ended September 30, Nine Months Ended September 30,

Passenger $ 777,448 $ 494,144 $ 2,271,739 $ 1,728,802

Third party products 44,616 39,397 132,709 108,249

Fixed fee contracts 83,646 18,852 147,491 52,123

Cargo 52,393 — 79,978 —

Other 3,456 9,539 5,564 61,216

Total operating revenues 961,559 561,932 2,637,481 1,950,390

Aircraft fuel 293,575 151,254 781,485 483,339

Salaries and benefits 287,387 196,394 755,790 641,935

Station operations 113,986 71,390 286,020 220,143

Depreciation and amortization 81,172 58,952 209,806 190,782

Maintenance and repairs 59,784 39,908 144,253 111,141

Sales and marketing 35,810 23,040 99,205 74,973

Aircraft rent 7,739 11,096 22,215 28,038

Other 52,267 33,615 112,916 109,873

Special charges, net of recoveries 19,084 3,473 112,818 119,842

Total operating expenses 950,804 589,122 2,524,508 1,980,066

OPERATING INCOME (LOSS) 10,755 ( 27,190 ) 112,973 ( 29,676 )

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Interest income ( 8,840 ) ( 10,359 ) ( 17,554 ) ( 22,294 )

Interest expense 40,072 35,756 69,299 76,540

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and 105 more changes in the filing

Note 1: Summary of Significant Accounting Policies 9 changes

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The Company has reclassified certain prior period amounts to conform to the current period presentation.

Operating results for the three and six nine months ended June September 30, 2026 are not necessarily indicative of operating results for the entire year due to the seasonal nature of leisure travel, the volatility of aircraft fuel prices, other macroeconomic factors, as well as the acquisition of Sun Country during the second quarter of 2026.

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Except as In connection with the acquisition of Sun Country on May 13, 2026, the Company adopted certain accounting policies related to Sun Country's business, which are described below. Except for the adoption of these policies, there have been no material changes to the Company's significant accounting policies described in Note 2 to the audited financial statements included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2025. As a result of the completion of the acquisition of Sun Country on May 13, 2026, the Company adopted the following accounting policies related to Sun Country's business.

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The ATSA with Amazon consists of three main components of consideration: a fixed amount is received each month per aircraft, a fixed amount is received each month per flight, and an amount per block hour is received each month. The ATSA contains a Service Level Agreement ("SLA") which provides for penalties for certain delays and cancellations. The SLA can result in a bonus or penalty for each month depending on the Company's performance. Each reporting period, the Company updates its estimate of variable consideration over the contract term and treats the adjustment as an adjustment to the total transaction price. When updating the estimate, the Company considers whether there are any changes in expected usage, performance-based bonuses or penalties, and changes in reimbursable costs. The transaction price is allocated to the performance obligations based on their relative standalone selling price.

In connection with the ATSA, Sun Country issued warrants to Amazon which allowed for the purchase of Sun Country's common stock. On the Sun Country acquisition date, all of these warrants vested pursuant to the warrant agreement and were exercised on a net settlement basis into Sun Country shares, for which the Company paid merger consideration to Amazon. In connection with these warrants, the Company recorded a contract asset in the opening post-acquisition balance sheet. This contract asset will be is amortized against cargo revenue over the remaining term of the ATSA through a reduction to the transaction price for Flight Services.

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The Company made certain assumptions at the inception of the lease and at each balance sheet date to determine the recoverability of maintenance deposits. These assumptions are based on various factors, such as the estimated time between the maintenance events, the estimated cost of such maintenance events, the date the aircraft is due to be returned to the lessor, and the estimated number of flight hours and cycles the aircraft is expected to fly before it is purchased or returned to the lessor. Changes in estimates are accounted for on a prospective basis. As of June September 30, 2026, all maintenance deposits recorded in the consolidated balance sheet as of June September 30, 2026, which include $ 37.6 38.2 million of short term short-term deposits and $ 15.5 18.3 million of noncurrent deposits included in deposits and other assets, are estimated to be recoverable either through reimbursable maintenance events or through application towards the purchase of the aircraft.

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Other intangible assets with finite lives are amortized over an estimated useful life. The estimated useful life lives for the customer relationships and trade name acquired from Sun Country is are two years.

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The Company has not identified any triggering events triggering goodwill impairment during the six nine months ended June September 30, 2026.

Refer to Note 2 for further discussion on the Sun Country acquisition, including certain impacts on our the Company's Consolidated Financial Statements.

Note 2: Acquisition of Sun Country 51 changes

On May 13, 2026, the Company acquired all of the issued and outstanding shares of capital stock of Sun Country, for total merger purchase consideration of approximately $ 976.0 million. This acquisition, which was accounted for as a business combination, is intended to further the Company's ambition to be a leading leisure-focused U.S. airline, expanding service to more markets across the United States, as well as international destinations, and providing more people with access to affordable, convenient air travel. Information regarding the purchase accounting applied is as follows:

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At the effective time of the Merger, acquisition, each outstanding share of Sun Country common stock, par value $ 0.01 per share, was converted into the right to receive $ 4.10 in cash, without interest, and 0.1557 shares of Allegiant common stock, par value $ 0.001 per share. Certain outstanding Sun Country equity awards were replaced or accelerated in connection with the acquisition. In addition, purchase consideration includes included certain change in control payments, including the settlement of warrants issued to Amazon and a tax receivable agreement with pre-IPO shareholders of Sun Country.

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Merger consideration

Purchase consideration

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(in thousands) Purchase Price Allocation

The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $ 465.7 million was allocated to goodwill. The fair values assigned to assets acquired and liabilities assumed are based on management's best estimates and assumptions as of the acquisition date and are considered preliminary pending finalization of closing balance items as well as valuation analyses pertaining to assets acquired and liabilities assumed. During the measurement period, which may not exceed one year from the acquisition date in accordance with Accounting Standards Codification 805, Business Combinations, the Company may record adjustments to the preliminary fair values of assets acquired and liabilities assumed. Any measurement-period adjustments identified will be The Company has recorded certain immaterial measurement period adjustments during the three months ended September 30, 2026, with a corresponding adjustment adjustments to goodwill. The following table presents the preliminary allocation of the purchase price as of the acquisition closing date and as adjusted as of September 30, 2026:

(in thousands) As of May 13, 2026 As of September 30, 2026

Cash and cash equivalents $ 119,618 $ 119,618

Restricted cash 20,272 20,272

Short-term investments 47,134 47,134

Accounts receivable 77,010 77,010

Short term lessor maintenance deposits 37,268 37,268

Expendable parts, supplies and fuel, net 12,356 12,356

Prepaid expenses and other current assets 23,510 23,510

Property and equipment, net 1,048,057 1,045,228

Goodwill 465,719 465,207

Other intangible assets 21,600 21,600

Long-term investments 4,980 4,980

Operating lease right-of-use assets, net 10,819 10,819

Deposits and other assets 85,322 85,322

Total assets acquired 1,973,665 1,970,324

Accounts payable 97,108 97,108

Accrued liabilities 65,253 65,253

Current operating lease liabilities 3,756 3,756

Air traffic liability 137,306 137,306

Current loyalty program liability 9,495 9,495

Current maturities of long-term debt and finance lease obligations, net of related costs 137,114 137,114

Long-term debt and finance lease obligations, net of current maturities and related costs 433,150 433,150

Deferred income taxes 89,496 86,155

Noncurrent operating lease liabilities 8,725 8,725

Noncurrent loyalty program liability 4,890 4,890

Other noncurrent liabilities 11,334 11,334

Total liabilities assumed 997,627 994,286

Total consideration $ 976,038 $ 976,038

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The operating results of Sun Country have been included in the Company's consolidated financial statements for the three months ended September 30, 2026 and six for the nine months ended June September 30, 2026 but only from the acquisition date of May 13, 2026.

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The trademarks represent the right to use the Sun Country trade names currently used in its operations. The Company has determined the trademarks to be finite-lived intangible assets, as the Company plans to phase out the trademarks as Sun Country is integrated into the Allegiant Air network. Customer relationships include the value of relationships acquired under the Sun Country co-brand credit card. The useful life was derived from the time period over which the majority of the cash flows are expected to be generated. These finite-lived intangible assets will be amortized using the straight-line method over the their useful life lives for the amortization of the associated intangible asset. assets. At June and for the period from May 13, 2026 to September 30, 2026, the amortization expense and accumulated amortization of the Company's intangible assets was were $ 1.4 4.1 million.

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During the six nine months ended June September 30, 2026, the Company incurred costs directly attributable to the acquisition of $ 64.8 83.7 million. These costs are presented within the special charges line item within the consolidated statements of operations. Refer to Note 3 for further information on special charges.

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Restricted stock units granted to Sun Country holders 268,627

Non-vested at June 30, 2026 136,363

(1) All RSUs had a grant date fair value of $ 75.21 , which was the Allegiant Travel Company stock price at the date of acquisition, May 13, 2026.

In connection with the acquisition, the Company registered 874,302 shares of common stock issuable in connection with the SCA Acquisitions Holdings, LLC Amended and Restated Incentive Equity Plan, dated as of July 1, 2019 (the "2019 Plan") and the Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan ("the 2021 Plan", and together with the 2019 Plan, the "Plans"). Unvested restricted stock units ("RSUs") and performance stock units ("PSUs") outstanding under the Plans were converted to Allegiant Travel Company RSUs, and all options outstanding under the Plans were converted to Allegiant Travel Company options as provided in the merger agreement. A summary of the Plan activity is presented below:

The Company granted 268,627 converted RSUs with a total fair value of RSUs issued in conjunction with the acquisition was $ 19.5 million. $ 3.7 million of the fair value was allocated to purchase consideration as the pre-acquisition value of the RSUs, and $ 10.3 10.4 million of the fair value was recognized as employee separation expense within special charges during the three nine months ended June September 30, 2026. The remaining $ 5.6 million of unrecognized compensation cost will be recognized as salaries and wages expense through the remaining vesting term. At September 30, 2026, the remaining weighted average term of 1.2 was 1.1 years.

All Sun Country stock options were vested prior to the acquisition. Outstanding Sun Country options were converted to 324,059 Allegiant Travel Company options as provided in the merger agreement. The fair value of the converted stock options was $ 17.5 million, the entirety of which was recognized as purchase consideration. There have been no exercises of these options as of June September 30, 2026. The weighted average exercise price of the outstanding stock options is $ 32.96 . per share.

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Three Months Ended June 30, Six Months Ended June 30,

Operating revenues $ 1,077,194 $ 953,005 $ 2,147,991 $ 1,978,728

Net income 65,011 ( 54,409 ) 96,895 ( 58,578 )

The pro forma information includes adjustments for estimated acquisition-related costs of $ 73.0 92.0 million, which includes acquisition related costs and change in control payments, assumed to have been incurred on January 1, 2025.

Consolidated Pro Forma Results

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025

Operating revenues $ 961,559 $ 817,470 $ 3,109,550 $ 2,796,198

Net income ( 3,111 ) ( 37,052 ) 100,850 ( 104,540 )

Note 3: Special Charges 18 changes

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The Company has identified airframes for early retirement to coincide with 737 MAX aircraft deliveries as scheduled under an amendment to the Company's agreement with The Boeing Company signed in September 2023. To date, the Company has retired a total of 17 19 airframes under this plan. The remaining airframes are to be retired between August November 2026 and January 2027. The accelerated depreciation on these airframes resulting from a change in the estimated useful life is recorded as a special charge during the three and six nine months ended June September 30, 2026 and 2025.

In fourth quarter 2025, the Company committed to a plan to redevelop certain internal-use software to better suit operational needs. As a result, the estimated useful life of the existing internal-use software asset was shortened. and The accelerated amortization resulting from the change in estimated useful life is was recorded as a special charge during the three and six nine months ended June September 30, 2026. During third quarter 2026, the Company extended its redevelopment timeline to align with Sun Country software integration milestones and extended the useful life of the software asset beyond its previously shortened useful life and the amortization schedule was adjusted accordingly.

On May 13, 2026, the Company completed its acquisition of Sun Country. During the three and six nine months ended June September 30, 2026, the Company incurred costs directly related to integration and other transaction costs, which included legal and professional fees, change in control payments, and other employee-related expenses. These costs are presented as special charges in the Company's consolidated statements of income. The Company expects to incur additional acquisition-related costs in the future as the integration continues. The acquisition is more fully discussed in Note 2 .

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During the six months ended June 30, In first quarter 2026, the Company recorded an allowance for credit losses related to a note receivable arising from the Company's financing of the purchase of two flight simulators by a third party in 2016 and 2017. The counterparty to the note receivable declared bankruptcy during first quarter 2026, which led the Company to conclude that a credit loss is probable for the full amount outstanding. The Company continues to evaluate the matter, and the allowance may be adjusted as additional information becomes available.

In second quarter 2025, the Company recorded special charges of $ 102.2 million related to the sale of Sunseeker Resort at Charlotte Harbor (the "Resort" or "Sunseeker Resort") and the associated Aileron Golf Course. The sale was completed on September 4, 2025. In addition, The Resort was also impacted by weather events occurring between 2022 and 2024, with the related costs and insurance recoveries recorded within special charges as incurred. No further insurance recoveries are expected. During the three and nine months ended September 30, 2026, the Company recorded income related to final closing adjustments from the sale of the Resort, which is also included in special charges.

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Three Months Ended June 30, Six Months Ended June 30,

Integration costs 55,237 — 64,794 —

The table below summarizes special charges recorded during the three and six nine months ended June September 30, 2026, and 2025.

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025

Accelerated depreciation on airframes identified for early retirement $ 1,305 845 $ 2,501 2,907 $ 2,652 3,498 $ 3,892 6,799

Accelerated amortization of software identified for redevelopment 9,960 1,273 — 19,920 21,193 —

Integration costs 18,892 — 83,685 —

Organizational restructuring — 12,095 — — 12,095

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Airline special charges 66,502 14,596 94,385 15,987

Total special charges $ 65,952 $ 117,924 $ 93,734 $ 116,369

Airline special charges 21,010 2,907 115,395 18,894

Sunseeker special charges, net of insurance recoveries ( 550 1,926 ) 103,328 566 ( 651 2,577 ) 100,382 100,948

Total special charges $ 19,084 $ 3,473 $ 112,818 $ 119,842

Note 4: Revenue Recognition 26 changes

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Three Months Ended June 30, Six Months Ended June 30,

Scheduled service $ 411,461 $ 247,208 $ 749,760 $ 530,576

Ancillary air-related charges 390,538 352,873 703,188 668,152

Loyalty redemptions 20,492 17,827 41,342 35,930

Total passenger revenue $ 822,491 $ 617,908 $ 1,494,290 $ 1,234,658

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025

Scheduled service $ 387,182 $ 177,194 $ 1,136,942 $ 707,771

Ancillary air-related charges 372,776 295,548 1,075,965 963,700

Loyalty redemptions 17,490 21,402 58,832 57,331

Total passenger revenue $ 777,448 $ 494,144 $ 2,271,739 $ 1,728,802

Sales of passenger tickets not yet flown are recorded in air traffic liability. As of June September 30, 2026, the air traffic liability balance was $ 570.6 632.5 million, of which approximately $ 523.6 587.7 million was related to forward bookings, with the remaining $ 47.0 44.8 million related to credit vouchers for future travel.

The normal contract term of passenger tickets is 12 months and passenger revenue associated with future travel will principally be recognized within this time frame. Of the $ 363.3 million that was recorded in the air traffic liability balance as of December 31, 2025, approximately 90.6 percent substantially all was recognized into passenger revenue during the six nine months ended June September 30, 2026. The amount recognized in 2026 from the prior year-end air traffic liability balance does not include Sun Country passenger revenue as air traffic liability attributable to Sun Country was not included in the Company's prior year-end balance.

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The Company's contract assets primarily relate to unamortized costs incurred by Sun Country to prepare the Amazon cargo aircraft for service, as well as the value of the Amazon warrants that will be is amortized against cargo revenue over the remaining term of the ATSA. The balances as of June September 30, 2026, which are approximately $ 35.0 33.1 million, are included in prepaid expenses and other current assets and deposits and other assets on the Condensed Consolidated Balance Sheet.

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Six Months Ended June 30,

Nine Months Ended September 30,

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Balance at June September 30 (3)

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In October 2026, the Company entered into an addendum to the Affinity Agreement (the "Agreement") with Bank of America, N.A. The Agreement extends the term through 2036 and modifies certain other terms. The Company will continue to allocate consideration received under the Agreement to the separately identifiable performance obligations using the estimated selling price allocation methodology described in the Summary of Significant Accounting Policies in the Company's Annual Report on Form 10-K.

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Rooms $ 8,732 $ 24,163

Food and beverage 7,766 17,728

Total resort revenue $ 20,634 $ 51,322

Third party products revenue primarily includes revenue associated with Allegiant and Sun Country's loyalty programs, which is comprised of the marketing component of point sales to the co-brand credit card provider and other marketing related payments. Third party products revenue totaled $ 51.0 78.7 million and $ 35.9 60.3 million for the six nine months ended June September 30, 2026 and 2025, respectively. The accounting and recognition of marketing services related to Allegiant's loyalty program are discussed in the Summary of Significant Accounting Policies in the Company's annual 10-K filing. The remaining amounts included within third party products revenue relate mostly to sales of travel insurance, hotel rooms, rental cars and ticket attractions.

The sale of Sunseeker Resort was completed on September 4, 2025. As such, only the revenues during the three and six nine months ended June September 30, 2025 are presented in the table below:

(in thousands) Three Months Ended June September 30, 2025 Six Nine Months Ended June September 30, 2025

Rooms $ 4,009 $ 28,172

Food and beverage 3,553 21,280

Total resort revenue $ 9,358 $ 60,680

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Note 5: Property and Equipment 9 changes

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(in thousands) June September 30, 2026 December 31, 2025

Flight equipment $ 4,890,332 4,939,645 $ 3,584,212

Computer hardware and software 365,208 372,925 339,441

Land and buildings/leasehold improvements 103,751 101,004 83,304

Other property and equipment 151,219 154,090 118,894

Total property and equipment 5,510,510 5,567,664 4,125,851

Less accumulated depreciation and amortization ( 1,281,816 1,320,175 ) ( 1,178,315 )

Property and equipment, net $ 4,228,694 4,247,489 $ 2,947,536

As of June September 30, 2026, the Company had firm commitments to purchase 30 29 aircraft which are expected to be delivered between 2026 and 2028. Subsequent to that date, the Company exercised options to purchase an additional six Boeing 737 MAX aircraft, bringing the total firm commitments to 34 aircraft as of October 30, 2026. These additional aircraft are scheduled for delivery in 2028.

Note 6: Long-Term Debt 45 changes

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(in thousands) June September 30, 2026 December 31, 2025

Fixed-rate debt and finance lease obligations due through 2032 $ 1,860,678 1,801,078 $ 1,062,935

Variable-rate debt due through 2038 918,776 1,136,996 736,681

Total long-term debt and finance lease obligations, net of related costs 2,779,454 2,938,074 1,799,616

Less current maturities, net of related costs 318,676 371,542 118,075

Long-term debt and finance lease obligations, net of current maturities and related costs $ 2,460,778 2,566,532 $ 1,681,541

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Weighted average variable-interest rate on debt 5.8 5.9 % 5.9 %

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(dollars in thousands) Maturity dates June September 30, 2026 June September 30, 2026 December 31, 2025

Senior secured notes 2027 - 2031 7.13 % — 7.25 % $ 675,476 650,000 $ 403,009

Consolidated variable interest entities 2028 - 2031 2.92 % - 5.19 % 108,731 105,117 95,111

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Related costs ( 29,464 ) ( 16,648 )

Debt secured by aircraft, engines, other equipment and real estate 2028 2027 - 2038 1.87 % - 7.78 8.05 % 1,186,936 1,399,286 915,084

Finance leases 2026 - 2032 4.44 % - 7.02 7.03 % 648,611 635,872 403,060

Enhanced equipment trust certificates 2027 - 2031 4.13 % - 7.10 % 189,164 180,505 —

Total debt and finance lease obligations $ 2,808,918 2,970,780 $ 1,816,264

Related costs ( 32,706 ) ( 16,648 )

Total debt and finance lease obligations, net of related costs $ 2,779,454 2,938,074 $ 1,799,616

Maturities of long term long-term debt and finance lease obligations as of June September 30, 2026, for the next five years and thereafter, in the aggregate, are:

(in thousands) As of June September 30, 2026

Remaining in 2026 $ 196,647 113,361

Total debt and finance lease obligations, net of related costs $ 2,779,454 2,938,074

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In June 2026, the Company issued $ 650.0 million in aggregate principal amount of 7.125 % Senior Secured Notes due 2031 (the "2031 Notes") pursuant to an Indenture, dated as of June 24, 2026. The 2031 Notes are secured by first priority security interests in, subject to permitted liens, substantially all of the property and assets of the Company and its subsidiaries, except that the collateral package excludes aircraft, aircraft engines, real property and certain other assets. The collateral also secures the Company's senior secured revolving loan facility on a pari passu basis. The 2031 Notes bear interest at a fixed rate of 7.125 percent per annum, payable in cash on January 1 and July 1 of each year, beginning January 1, 2027. The 2031 Notes will mature on July 1, 2031.

The 2031 Notes contain certain covenants that limit the ability of the Company to, among other things: (i) make restricted payments; (ii) incur certain indebtedness or issue preferred stock; (iii) create or incur certain liens; (iv) dispose of loyalty program or brand intellectual property collateral; (v) merge, consolidate or sell all or substantially all assets; and (vi) enter into certain transactions with affiliates.

The 2031 Notes also require the Company to comply with certain affirmative covenants, including maintaining a minimum aggregate amount of liquidity of $ 300.0 million. If the Company fails to satisfy the minimum liquidity requirement, the Company will be required to pay additional interest on all outstanding 2031 Notes in an amount equal to 2.0 % per annum of the principal amount of such 2031 Notes until the Company demonstrates compliance with the liquidity requirement.

The Company used the net proceeds from the sale of the 2031 Notes, to fund the purchase and redemption of approximately $ 377.5 million aggregate principal amount of its outstanding 7.250 % Senior Secured Notes due 2027 pursuant to a tender offer and to pay related accrued interest and satisfy transaction fees and expenses. The remaining proceeds will be used for general corporate purposes.

In July 2026, the Company repurchased an additional $ 17.4 million aggregate principal amount of the 7.250 % Senior Secured Notes due 2027 pursuant to the tender offer.

During third quarter 2026, the Company redeemed the remaining $ 25.5 million aggregate principal amount of the Senior Secured Notes due 2027 (the "2027 Notes") through a tender offer and a notice of redemption. As a result, the 2027 Notes were fully repaid as of September 30, 2026.

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In March 2026, the Company, through a wholly owned subsidiary, entered into similarly structured agreements with trusts to borrow $ 20.5 million collateralized by aircraft engines. The trusts were funded at inception. The borrowings bear interest at fixed rates and are payable in monthly installments through March 2031, at which time the Company will have purchase options at fixed amounts.

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In March 2021, the Company entered into a revolving credit facility, which, as amended to date, entitles it to borrow up to $ 100.0 million. In April 2025, the agreement was amended to extend the maturity date to April 2028. The borrowing ability under the facility is based on the value of the aircraft and engines placed into the collateral pool. Amounts drawn under the facility will bear interest at a floating rate based on SOFR. As of June September 30, 2026, the facility remains undrawn.

In August 2022, the Company entered into a credit agreement that provided a senior secured revolving loan facility of $ 75.0 million, with an original term of 57 months. The facility is secured by the same collateral that secures the 2027 Senior Secured Notes and Company's 2031 Senior Secured Notes, and borrowings under the facility will bear interest at a floating rate based on SOFR. In December 2025, the Company amended the revolving loan facility to increase the total commitment to $ 150.0 million and extend the maturity date to December 5, 2030. As of June September 30, 2026, the facility remains undrawn.

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In April 2026, the Company entered into a credit agreement providing financing commitments of up to $ 115.0 million secured by aircraft. During the three months ended June 30, 2026, the Company borrowed the entirety of the $ 115.0 million available under the agreement, resulting in the facility being fully drawn. The borrowing carries a variable interest rate based on three-month SOFR, matures in three years , and is payable in quarterly installments with a balloon payment at maturity.

Debt and Finance Leases Assumed in S un Country Acquisition

The Company assumed debt and finance lease obligations totaling $ 570.3 million in the acquisition of Sun Country as further described below.

2025 Term Loan Facility

In September 2025, Sun Country entered into a term loan facility (the "2025 Term Loan Facility") and pledged five aircraft as collateral. The 2025 Term Loan Facility bears interest at a fixed rate and is repaid in quarterly installments with a balloon payment upon maturity in September 2032. The fair value of the facility was $ 103.6 million as of the acquisition date.

2022 Enhanced Equipment Trust Certificates ("2022-1 EETC")

In March 2022, Sun Country arranged for the issuance of the 2022-1 EETC and pledged 13 aircraft as collateral. The equipment notes bear interest at a fixed rate and are repaid in semiannual principal and interest payments each March and September, through March 2031. The fair value of the equipment notes outstanding under the 2022-1 EETC was $ 102.1 million as of the acquisition date.

2019 Enhanced Equipment Trust Certificates ("2019-1 EETC")

In December 2019, Sun Country arranged for the issuance of the 2019-1 EETC and pledged 13 aircraft as collateral. The equipment notes bear interest at a fixed rate and are repaid in semiannual principal and interest payments each June and December, through December 2027. The fair value of the equipment notes outstanding under the 2019-1 EETC was $ 101.4 million as of the acquisition date.

As of June 30, 2026, Sun Country was party to 13 aircraft leases, all of which are classified as finance leases. The lease agreements generally include an option or obligation to purchase the aircraft at the end of the lease term. As the leases were not modified in connection with the acquisition, lease classification was not reassessed. The carrying amount of these lease liabilities was $ 263.2 million as of the acquisition date, and the lease terms end between 2026 and 2031.

In April 2026, the Company entered into credit agreements providing financing commitments with a borrowing capacity of up to $ 176.0 million, to be secured by new aircraft upon delivery. During the three months ended June September 30, 2026, the Company borrowed the remaining $ 44.0 132.0 million available under the agreements, and $ 132.0 million remained undrawn as of June 30, 2026. resulting in the facility being fully drawn. The loans bear interest at a variable rate based on three-month SOFR and are payable in quarterly installments over a term of 10 years.

In May 2026, the Company entered into a credit agreement with a borrowing capacity of up to $ 85.6 million to be secured by certain unencumbered aircraft in the Company's fleet and new aircraft upon delivery. During the three months ended June September 30, 2026, the Company borrowed approximately $ 40.6 million under the agreement and remaining undrawn amount of $ 45.0 million, remains undrawn as of June 30, 2026. resulting in the facility being fully drawn. The borrowing bears interest at a variable rate based on three-month SOFR and is payable in quarterly installments over a term of 12 years.

In July 2026, the Company entered into a credit agreement with a borrowing capacity of up to $ 177.5 million secured by certain unencumbered aircraft. The loans under this facility bear interest at a fixed rate and are payable in quarterly installments over a term of five to six years . No amounts were outstanding under the facility as of September 30, 2026. Subsequent to that date i n October 2026, the Company drew down the entire balance available under the facility.

In November 2023, the Company entered into a pre-delivery deposit financing facility to borrow up to $ 158.0 million, secured by the Company's purchase rights for certain Boeing 737 MAX aircraft. The facility bears a floating interest rate based on SOFR and was originally due upon delivery of each aircraft or no later than June 30, 2025. In April 2025, the Company entered into an amendment to extend the maturity date of the agreement to no later than March 2027. The Company drew a total of $ 132.6 million on the full amount available under the facility between November 2023 and February 2024, and drew the remaining $ 25.1 million of available capacity during the three months ended June 30, April 2026. During the second third quarter of 2026, the Company made prepayments totaling repaid the remaining $ 13.8 11.3 million as aircraft were delivered to outstanding under the Company. facility, resulting in the facility being fully repaid.

In July 2026, the Company entered into an amendment and restatement of the November 2023 facility with an additional borrowing capacity of $ 231.0 million. The amended facility is secured by the Company's purchase rights for certain aircraft, bears interest at a floating rate based on SOFR and terminates in March 2028. During third quarter 2026, the Company borrowed $ 71.8 million under the amended facility. The borrowings are repayable upon delivery of each aircraft or no later than March 2028. As of September 30, 2026, $ 159.2 million remained available to draw under the amended facility.

Note 7: Income Taxes 2 changes

The Company recorded a $ 0.4 4.9 million income tax benefit at a 6.9 24.3 percent effective tax rate and a an $ 23.4 8.6 million income tax benefit at a 26.4 16.5 percent effective tax rate for the three months ended June September 30, 2026 and 2025, respectively. The effective tax rate for the three months ended June September 30, 2026 differed from the statutory federal income tax rate of 21.0 percent primarily due to costs incurred as a result of the Sun Country acquisition, state income taxes, and the impact of permanent book-tax differences.

The Company recorded a an $ 23.2 18.3 million income tax expense at an effective tax rate of 38.1 44.9 percent and a $ 13.6 22.1 million income tax benefit at a 29.1 22.4 percent effective tax rate for the six nine months ended June September 30, 2026 and 2025, respectively. The effective tax rate for the six nine months ended June September 30, 2026 differed from the statutory federal income tax rate of 21.0 percent primarily due to costs incurred as a result of the Sun Country acquisition, state income taxes, and the impact of permanent book-tax differences.

Note 8: Fair Value Measurements 23 changes

The Company utilizes the market approach to measure the fair value of its financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The assets classified as Level 2 primarily utilize quoted market prices or alternative pricing sources including transactions involving identical or comparable assets and models utilizing market observable inputs for valuation of these securities. No changes in valuation techniques or inputs occurred during the six nine months ended June September 30, 2026.

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As of June September 30, 2026 As of December 31, 2025

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Commercial paper 22,591 — 22,591 14,712 — 14,712

Commercial paper 106,835 — 106,835 179,697 — 179,697

Money market funds $ 238,036 71,652 $ 238,036 71,652 $ — $ 42,833 $ 42,833 $ —

US Government and agency obligations 29,331 9,698 — 29,331 9,698 16,901 — 16,901

Commercial paper 2,983 — 2,983 14,712 — 14,712

Municipal debt securities 9,280 1,485 — 9,280 1,485 4,520 — 4,520

Corporate debt securities 5,246 217 — 5,246 217 5,713 — 5,713

Total cash equivalents 304,484 238,036 66,448 86,035 71,652 14,383 84,679 42,833 41,846

Corporate debt securities 264,679 253,298 — 264,679 253,298 337,988 — 337,988

Commercial paper 126,539 — 126,539 179,697 — 179,697

US Government and agency obligations 122,912 101,754 — 122,912 101,754 67,696 — 67,696

Certificates of deposit 23,033 18,021 — 23,033 18,021 27,960 — 27,960

Municipal debt securities 27,332 15,144 — 27,332 15,144 19,618 — 19,618

Total short-term 544,791 514,756 — 544,791 514,756 632,959 — 632,959

Corporate debt securities 15,017 10,010 — 15,017 10,010 30,127 — 30,127

US Government and agency obligations 494 492 — 494 492 2,696 — 2,696

Total long-term 15,511 10,502 — 15,511 10,502 32,823 — 32,823

Total financial instruments $ 864,786 611,293 $ 238,036 71,652 $ 626,750 539,641 $ 750,461 $ 42,833 $ 707,628

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As of June September 30, 2026 As of December 31, 2025

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Long-term debt $ 2,160,306 2,334,907 $ 2,113,432 2,217,106 $ 1,413,205 $ 1,424,251 3

Due to the their short-term nature, carrying amounts of cash, restricted cash, accounts receivable and accounts payable approximate fair value.

Note 9: Earnings per Share 24 changes

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Three Months Ended June 30, Six Months Ended June 30,

Net income (loss) $ ( 4,860 ) $ ( 65,166 ) $ 37,618 $ ( 33,064 )

Net income (loss) attributable to common stock $ ( 4,860 ) $ ( 65,166 ) $ 37,078 $ ( 33,064 )

Earnings (loss) per share, basic $ ( 0.21 ) $ ( 3.62 ) $ 1.80 $ ( 1.84 )

Weighted-average shares outstanding 22,852 17,995 20,542 17,989

Net income (loss) $ ( 4,860 ) $ ( 65,166 ) $ 37,618 $ ( 33,064 )

Net income (loss) attributable to common stock $ ( 4,860 ) $ ( 65,166 ) $ 37,080 $ ( 33,064 )

Earnings (loss) per share, diluted $ ( 0.21 ) $ ( 3.62 ) $ 1.80 $ ( 1.84 )

Weighted-average shares outstanding 22,852 17,995 20,542 17,989

Three Months Ended September 30, Nine Months Ended September 30,

Net income (loss) $ ( 15,178 ) $ ( 43,574 ) $ 22,440 $ ( 76,638 )

Less income allocated to participating securities — — ( 540 319 ) —

Net income (loss) attributable to common stock $ ( 15,178 ) $ ( 43,574 ) $ 22,121 $ ( 76,638 )

Earnings (loss) per share, basic $ ( 0.56 ) $ ( 2.41 ) $ 0.97 $ ( 4.26 )

Weighted-average shares outstanding 26,990 18,050 22,715 18,010

Net income (loss) $ ( 15,178 ) $ ( 43,574 ) $ 22,440 $ ( 76,638 )

Less income allocated to participating securities — — ( 538 317 ) —

Net income (loss) attributable to common stock $ ( 15,178 ) $ ( 43,574 ) $ 22,123 $ ( 76,638 )

Earnings (loss) per share, diluted $ ( 0.56 ) $ ( 2.41 ) $ 0.97 $ ( 4.26 )

Weighted-average shares outstanding 26,990 18,050 22,715 18,010

Dilutive effect of outstanding stock awards — — 197 284 —

Adjusted weighted-average shares outstanding under treasury stock method 22,852 17,995 20,739 17,989 26,990 18,050 22,999 18,010

Participating securities excluded under two-class method — — ( 105 127 ) —

Adjusted weighted-average shares outstanding under two-class method 22,852 17,995 20,634 17,989 26,990 18,050 22,872 18,010

Note 11: Segments 189 changes

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Following the acquisition of Sun Country on May 13, 2026, the Company operates Allegiant Air and Sun Country as separate brands under separate Federal Aviation Administration ("FAA") operating certificates. The CODM reviews financial results for two operating segments, Allegiant Air and Sun Country. As a result, the Company determined Sun Country was an operating and reportable segment beginning in the second quarter of 2026.

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The Sun Country segment includes scheduled service air transportation, ancillary air-related products and services, fixed fee contract air transportation, air cargo transportation, third party products and services, and other airline-related revenue.

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Three Months Ended June September 30, 2026

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Scheduled service $ 347,853 $ 63,608 $ 411,461

Ancillary air-related charges 349,365 41,173 390,538

Loyalty redemptions 19,798 694 20,492

Third party products 44,483 1,275 45,758

Fixed fee contracts 14,523 31,200 45,723

Cargo — 27,586 27,586

Other 185 1,747 1,932

Total operating revenues $ 776,207 $ 167,283 $ 943,490

Aircraft fuel 265,123 42,546 307,669

Salaries and benefits 201,337 48,981 250,318

Station operations 76,139 19,412 95,551

Depreciation and amortization 58,521 12,188 70,709

Maintenance and repairs 39,349 9,903 49,252

Sales and marketing 29,860 5,334 35,194

Scheduled service $ 292,087 $ 95,095 $ 387,182

Ancillary air-related charges 312,230 60,546 372,776

Loyalty redemptions 16,351 1,139 17,490

Third party products 42,292 2,324 44,616

Fixed fee contracts 20,627 63,019 83,646

Cargo — 52,393 52,393

Other 174 3,282 3,456

Total operating revenues $ 683,761 $ 277,798 $ 961,559

Aircraft fuel 226,192 67,383 293,575

Salaries and benefits 188,979 98,408 287,387

Station operations 78,255 35,731 113,986

Depreciation and amortization 57,561 23,611 81,172

Maintenance and repairs 39,211 20,573 59,784

Sales and marketing 27,632 8,178 35,810

Aircraft rent 7,015 7,739 — 7,015 7,739

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Special charges, net of recoveries 39,514 26,438 65,952

Total operating expenses 746,121 176,255 922,376

OPERATING INCOME (LOSS) 30,086 ( 8,972 ) 21,114

Special charges, net of recoveries 11,792 7,292 19,084

Total operating expenses 668,892 281,912 950,804

OPERATING INCOME (LOSS) 14,869 ( 4,114 ) 10,755

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Interest income ( 8,093 ) ( 747 ) ( 8,840 )

Interest expense 35,200 4,872 40,072

Capitalized interest ( 4,937 ) — ( 4,937 )

INCOME (LOSS) BEFORE INCOME TAXES $ 7,842 $ ( 13,062 ) $ ( 5,220 )

Capital expenditures $ 183,243 $ 4,887 $ 188,130

Interest income ( 8,472 ) ( 1,201 ) ( 9,673 )

Interest expense 38,418 8,137 46,555

Capitalized interest ( 6,189 ) — ( 6,189 )

Other non-operating expense 74 ( 35 ) 39 42 70 112

LOSS BEFORE INCOME TAXES $ ( 8,930 ) $ ( 11,120 ) $ ( 20,050 )

Capital expenditures $ 131,899 $ 3,781 $ 135,680

Three Months Ended June September 30, 2025

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Passenger $ 617,908 $ — $ 617,908

Third party products 33,649 — 33,649

Fixed fee contracts 17,019 — 17,019

Other 174 20,634 20,808

Total operating revenues $ 668,750 $ 20,634 $ 689,384

Aircraft fuel 165,752 — 165,752

Salaries and benefits 203,485 10,617 214,102

Station operations 75,248 — 75,248

Depreciation and amortization 64,961 3,558 68,519

Maintenance and repairs 36,379 — 36,379

Sales and marketing 25,119 1,718 26,837

Scheduled service $ 177,194 $ — $ 177,194

Ancillary air-related charges 295,548 — 295,548

Loyalty redemptions 21,402 — 21,402

Third party products 39,397 — 39,397

Fixed fee contracts 18,852 — 18,852

Other 181 9,358 9,539

Total operating revenues $ 552,574 $ 9,358 $ 561,932

Aircraft fuel 151,254 — 151,254

Salaries and benefits 190,491 5,903 196,394

Station operations 71,390 — 71,390

Depreciation and amortization 58,952 — 58,952

Maintenance and repairs 39,908 — 39,908

Sales and marketing 22,093 947 23,040

Aircraft rent 11,023 11,096 — 11,023 11,096

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Special charges, net of recoveries 14,595 103,329 117,924

Total operating expenses 625,593 131,280 756,873

OPERATING INCOME (LOSS) 43,157 ( 110,646 ) ( 67,489 )

Special charges, net of recoveries 2,907 566 3,473

Total operating expenses 572,775 16,347 589,122

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and 109 more changes in the filing

MD&A 337 changes

Second quarter 2026 highlights include the following. Note that second quarter consolidated results include Sun Country operations only from and after the May 13, 2026 closing date of the transaction until the period end on June 30, 2026 (the "stub period").

• On May 13, 2026, we completed the acquisition of Sun Country just four months after announcing the transaction.

• Record Allegiant Air revenue of $776.2 million, up 16.1 percent year over year on 6.8 percent less capacity compared to the prior year quarter

• Allegiant Air quarterly TRASM record of 14.42 ¢, up 24.6 percent year over year

• Consolidated third-party products revenue of $45.8 million

◦ Allegiant Air third-party products revenue of $44.5 million, up 32.2 percent year over year driven by cobrand remuneration

• Available seat miles per gallon of fuel of 86.2

• Allegiant Air available seat miles per gallon of fuel of 85.4, up 0.8 percent year over year

• Received proceeds of $874.7 million from debt financings during the quarter

◦ Issued $650.0 million Senior Secured Notes due 2031 and used the proceeds to refinance $377.5 million of our Senior Secured Notes due 2027.

◦ Received proceeds of $224.7 million from debt secured by aircraft and aircraft related assets

• In July, entered a 12-month exclusive distribution agreement with Expedia Group, Allegiant's first-ever authorized online travel agency ("OTA") partner, bringing the company's nonstop network to all of Expedia Group's U.S. brands and expanding reach to new leisure customers

• In July, announced enhancements to the onboard experience, including complimentary inflight beverage service on all Allegiant flights beginning August 1, 2026, and Allegiant First, a new premium seating tier scheduled to debut on select aircraft in spring 2027

• On July 31, a new collective bargaining agreement with the International Brotherhood of Teamsters representing the Allegiant pilots was ratified with nearly 80 percent of votes in favor

The following discussion and analysis presents factors that had a material effect on our results of operations during the three and six nine months ended June September 30, 2026 and 2025. Also discussed is our financial position as of June September 30, 2026 and December 31, 2025. You should read this discussion in conjunction with our unaudited consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q and our consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2025. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled "Cautionary Note Regarding Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements.

Second Third Quarter 2026 Highlights

• Consolidated total operating revenue of $943.5 $961.6 million

• Record third-quarter total passenger revenue per ASM ("TRASM") of 14.18 cents, up 26.7 percent over the prior year Allegiant Air results

• Total fixed fee revenue of $83.6 million

◦ Allegiant standalone fixed fee revenue of $20.6 million, up 9.4 percent year over year

• Total ancillary revenue per passenger of $76.64, up 4.6 percent from the prior year Allegiant Air results

• $41.2 $42.1 million in total Allegiant Air co-brand credit card remuneration received, up 23.6 percent year over year (excluding Sun Country)

• Named 2026's Best Low-Cost Airline in North America by Skytrax, the international air transport rating organization, marking the third consecutive year Allegiant has won the award

• Earned the top spot in USA TODAY's 10Best 2026 Readers' Choice Awards, being recognized as Number 1 for Best Airline Credit Card and Best Frequent Flyer Program

• In October, exercised six Boeing 737-8 aircraft purchase options for delivery in 2028, bringing total firm aircraft orders under the Boeing purchase agreement to 56, of which 22 have been delivered to date, with 74 options remaining

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June September 30, 2026 December 31, 2025

Boeing 737 MAX 8200 19 21 16

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Total aircraft in passenger service 171 170 123

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(1) Includes 23 aircraft under finance lease and 9 nine aircraft under operating lease as of June September 30, 2026 and December 31, 2025. Excludes one aircraft under operating lease as of June 30, 2026 and three aircraft under operating lease as of December 31, 2025, which were removed from service pending redelivery.

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(3) Includes 12 aircraft under finance lease as of June September 30, 2026.

(4) Includes one aircraft under finance lease as of June September 30, 2026.

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and 306 more changes in the filing

Forward-looking statements 3 changes

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and 3 more changes in the filing

Market risk 2 changes

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and 2 more changes in the filing

Controls and procedures 3 changes

and 3 more changes in the filing

Risk factors 17 changes

and 17 more changes in the filing

Unregistered sales of stock 9 changes

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and 9 more changes in the filing

Other information 1 change

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and 1 more change in the filing

Exhibits 74 changes

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and 74 more changes in the filing