SNCY / Sun Country Airlines Holdings, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Sun Country Airlines Holdings, Inc.
US ˙ NasdaqGS ˙ US8666831057

Statistiche di base
LEI 549300MOHOJN9GH0NJ48
CIK 1743907
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sun Country Airlines Holdings, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 13, 2025 EX-10.1

SUN COUNTRY EXECUTIVE EMPLOYMENT LETTER

EX-10.1 Exhibit 10.1 SUN COUNTRY EXECUTIVE EMPLOYMENT LETTER Dear Daniel Torque Zubeck, This Employment Letter Agreement (this “Agreement”), effective as of September 2, 2025 (“Effective Date”), is made by and between Daniel Torque Zubeck (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and affiliates) as may employ the Executive from time to

August 13, 2025 8-K

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): August 13, 2025 Sun Country Airli

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): August 13, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numb

August 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (E

July 31, 2025 EX-99.1

Sun Country Airlines Reports Second Quarter 2025 Results Revenue of $264 million, highest second quarter on record(1) GAAP diluted EPS of $0.12, operating income of $16 million and margin of 6.2% Adj. diluted EPS(2) of $0.14, adj. operating income(2)

Exhibit 99.1 Sun Country Airlines Reports Second Quarter 2025 Results Revenue of $264 million, highest second quarter on record(1) GAAP diluted EPS of $0.12, operating income of $16 million and margin of 6.2% Adj. diluted EPS(2) of $0.14, adj. operating income(2) of $18 million and margin(2) of 6.8% MINNEAPOLIS. July 31, 2025. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines,” “Sun Count

July 31, 2025 8-K

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): July 31, 2025 Sun Country Airline

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): July 31, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

June 13, 2025 8-K

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): June 11, 2025 Sun Country Airline

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): June 11, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

May 2, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (

May 2, 2025 EX-10.2

Revolving Credit Facility, dated as of March 24, 2025, between Sun Country, Inc, and MUFG Bank, ltd and Sumitomo Mitsui Banking Corporation as lenders, and UMB Bank, National Association, as administrative Agent

Exhibit 10.2 CREDIT AND GUARANTY AGREEMENT dated as of March 24, 2025 among SUN COUNTRY, INC. (d/b/a Sun Country Airlines), as Borrower, SUN COUNTRY AIRLINES HOLDINGS, INC., as Guarantor, THE LENDERS PARTY HERETO, and UMB BANK, N.A., as Administrative Agent and as Security Trustee MUFG BANK, LTD., as Structuring Agent MUFG BANK, LTD. and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers

May 1, 2025 EX-99.1

Sun Country Airlines Reports First Quarter 2025 Results Revenue of $327 million, highest quarter on record(1) GAAP diluted EPS of $0.66, operating income of $56 million and margin of 17.2% Adj. diluted EPS(2) of $0.72, adj. operating income(2) of $60

Exhibit 99.1 Sun Country Airlines Reports First Quarter 2025 Results Revenue of $327 million, highest quarter on record(1) GAAP diluted EPS of $0.66, operating income of $56 million and margin of 17.2% Adj. diluted EPS(2) of $0.72, adj. operating income(2) of $60 million, highest first quarter on record(1), and margin of 18.3% Approved a new $25 million share repurchase authority MINNEAPOLIS. May

May 1, 2025 8-K

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 1, 2025 Sun Country Airlines

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 1, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

April 25, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

April 25, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pr

April 17, 2025 8-K

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): April 17, 2025 Sun Country Airlin

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): April 17, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 28, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 24, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 20, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 17, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 20, 2025 EX-10.1

Co-Brand Marketing Agreement

EXHIBIT 10.1 CREDIT CARD PROGRAM AGREEMENT between SUN COUNTRY, INC. and SYNCHRONY BANK [*] Indicates portions omitted pursuant to a request for confidential treatment filed separately with the Commission. TABLE OF CONTENTS Page 1.1 Generally 1 1.2 Miscellaneous 11 ARTICLE 2 ESTABLISHMENT OF THE PROGRAM 12 2.1 Generally; Launch of Program 12 2.2 Program 13 2.3 New Account Terms 14 2.4 Payment Netw

March 11, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 11, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 11, 2025 EX-99.1

Investor Update - March 11, 2025

Exhibit 99.1 Investor Update - March 11, 2025 This Investor Update provides information about recent developments and performance trends for Sun Country Airlines. Investor Update - Guidance for First Quarter 2025 Original Q1 2025 Guidance Updated Q1 2025 Guidance Total revenue - millions $330 to $340 $325 to $330 Economic fuel cost per gallon $2.76 $2.70 Operating income margin - percentage 17% to

February 19, 2025 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm257076d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned. T

February 12, 2025 EX-4.16

First Amendment to Participation Agreement, dated as of December 30, 2024, by and among Sun Country, Inc., Wilmington Trust, National Association, as pass through trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as subordination agent, Wilmington Trust, National Association, as mortgagee, and Wilmington Trust, National Association, in its individual capacity as set forth therein.

Exhibit 4.16 FIRST AMENDMENT TO PARTICIPATION AGREEMENT ([Reg. No.]) Dated as of December 30, 2024 among SUN COUNTRY, INC., WILMINGTON TRUST, NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Mortgagee, and WILMINGTON TRUST, NATIONAL ASSOCIATION, i

February 12, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (Exact

February 12, 2025 EX-4.14

Description of Registrant’s Securities

Exhibit 4.14 Description of Registrant’s Securities As of December 31, 2024, Sun Country Airlines Holdings, Inc. (“Sun Country”, the “Company,” “we,” “us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.01 per share. The following description of Sun Country’s capital stock summari

February 12, 2025 EX-4.17

Amendment to Intercreditor Agreement, dated as of December 30, 2024, by and among Sun Country, Inc., Wilmington Trust, National Association, not in its individual capacity but solely as trustee under the Sun Country Pass Through Trust 2019-1A, trustee under the Sun Country Pass Through Trust 2019-1B, and trustee under the Sun Country Pass Through Trust 2019-1C(R), and Wilmington Trust, National Association, not in its individual capacity except as expressly set forth therein but solely as subordination agent.

Exhibit 4.17 EXECUTION VERSION AMENDMENT TO INTERCREDITOR AGREEMENT AMENDMENT TO INTERCREDITOR AGREEMENT (2019-1C(R)) dated as of December 30, 2024 (this “Amendment”) is made by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, a Delaware trust company, not in its individual capacity but solely as Trustee (the “Class A Trustee”) under the Sun Country Pass Through Trust 2019-1A (the “Class A Trust”

February 12, 2025 EX-19.1

Sun Country Airlines Insider Trading Policy

Exhibit 19.1 SUN COUNTRY AIRLINES HOLDINGS, INC. SECURITIES TRADING POLICY March 5, 2021 To Directors, Officers and Employees of Sun Country Airlines Holdings, Inc. and its subsidiaries (collectively, the “Company”): Attached is the Securities Trading Policy (the “Policy”) for directors, officers and employees of the Company, which has been adopted by the Board of Directors. Please read this Polic

February 12, 2025 EX-4.15

First Amendment to Trust Indenture and Mortgage, dated as of December 30, 2024, by and between Sun Country, Inc. and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee.

Exhibit 4.15 FIRST AMENDMENT TO TRUST INDENTURE AND MORTGAGE ([Reg. No.]) Dated as of December 30, 2024 between SUN COUNTRY, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee #4899-3486-5671 First Amendment to Trust Indenture And Mortgage (Sun Country 2019-1 Aircraft EETC) [Reg. No.] FIRST AMENDMENT TO TRUST

February 11, 2025 424B3

6,346,105 Shares Sun Country Airlines Holdings, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269023 PROSPECTUS SUPPLEMENT (To the Prospectus dated January 12, 2023) 6,346,105 Shares Sun Country Airlines Holdings, Inc. Common Stock The information included or incorporated by reference in this prospectus supplement relates to the resale of an aggregate of 6,346,105 shares of common stock of Sun Country Airlines Holdings

February 11, 2025 EX-1.1

Underwriting Agreement, dated as of February 10, 2025, among Sun Country Airlines Holdings, Inc., SCA Horus Holdings, LLC as the selling stockholder, and the underwriters named therein.

Exhibit 1.1 6,346,105 Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENT February 10, 2025 BARCLAYS CAPITAL INC. MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and G

February 11, 2025 EX-FILING FEES

Exhibit 107 The prospectus to which this Exhibit 107 is attached is a final prospectus for the related offering. The maximum aggregate amount of securities to which the prospectus relates is 6,346,105 shares.

Exhibit 107 The prospectus to which this Exhibit 107 is attached is a final prospectus for the related offering. The maximum aggregate amount of securities to which the prospectus relates is 6,346,105 shares.

February 11, 2025 8-K

Current Report

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): February 10, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

February 10, 2025 EX-99.1

Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase

Exhibit 99.1 Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase MINNEAPOLIS, February 10, 2025 (GLOBE NEWSWIRE) — Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (“Sun Country Airlines”) today announced the commencement of a proposed secondary public offering of 6,346,105 shares of its common stock by an affiliate of

February 10, 2025 424B3

Subject to Completion, dated February 10, 2025

Table of Contents The information in this prospectus supplement is not complete and may be changed.

February 10, 2025 8-K

Current Report

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): February 10, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

February 4, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 4, 2025 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

February 4, 2025 EX-99.1

Sun Country Airlines Reports Fourth Quarter and Full Year 2024 Results Q4 2024 total revenue of $260.4 million, highest fourth quarter on record(1) Q4 2024 GAAP diluted EPS of $0.24 and operating income margin of 10.0% Q4 2024 Adjusted diluted EPS of

Exhibit 99.1 Sun Country Airlines Reports Fourth Quarter and Full Year 2024 Results Q4 2024 total revenue of $260.4 million, highest fourth quarter on record(1) Q4 2024 GAAP diluted EPS of $0.24 and operating income margin of 10.0% Q4 2024 Adjusted diluted EPS of $0.27(2) Q4 2024 Adjusted operating income margin of 10.6%(2), highest fourth quarter on record(1) FY 2024 total revenue of $1.08 billio

November 14, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / SCA Horus Holdings, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2428091d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 866683105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this

November 14, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment

SC 13G/A 1 d891272dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 866683105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) C

November 13, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 866683105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a

November 1, 2024 EX-99.A

Page 8 of 13

EX-99.A 2 d888876dex99a.htm EX-99.A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectiv

November 1, 2024 EX-99.B

Page 13 of 13

EX-99.B 3 d888876dex99b.htm EX-99.B EXHIBIT B Powers of Attorney for Macquarie Group Limited incorporated by reference to 13G filings made by Macquarie Group Limited on June 7, 2023. Page 13 of 13

November 1, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / MACQUARIE GROUP LTD - SC 13G/A Passive Investment

SC 13G/A 1 d888876dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sun Country Airlines Holdings Inc (Name of Issuer) Common Shares (Title of Class of Securities) 866683105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria

October 30, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 30, 2024 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, In

October 30, 2024 EX-99.1

Sun Country Airlines Reports Third Quarter 2024 Results Revenue of $249 million, highest third quarter on record(1) GAAP diluted EPS of $0.04, operating income of $12 million and margin of 5.0% Adj. diluted EPS(2) of $0.06, adjusted operating income(

Exhibit 99.1 Sun Country Airlines Reports Third Quarter 2024 Results Revenue of $249 million, highest third quarter on record(1) GAAP diluted EPS of $0.04, operating income of $12 million and margin of 5.0% Adj. diluted EPS(2) of $0.06, adjusted operating income(2) of $14 million and margin of 5.6% MINNEAPOLIS. October 30, 2024. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines,” “Sun Cou

August 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (E

August 1, 2024 EX-99.1

Sun Country Airlines Reports Second Quarter 2024 Results Revenue of $254 million, impacted by late-June cancellations GAAP diluted EPS of $0.03, operating income of $12 million and margin of 4.9% Adj. diluted EPS(1) of $0.06, adjusted operating incom

Exhibit 99.1 Sun Country Airlines Reports Second Quarter 2024 Results Revenue of $254 million, impacted by late-June cancellations GAAP diluted EPS of $0.03, operating income of $12 million and margin of 4.9% Adj. diluted EPS(1) of $0.06, adjusted operating income(1) of $14 million and margin of 5.5% MINNEAPOLIS. August 1, 2024. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines,” “Sun Cou

August 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2024 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

July 10, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0006-suncountryairlineshol.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Sun Country Airlines Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 866683105 Date of Event Which Requires Filing of this Statement: June 28, 2024 Check the appropriate

June 20, 2024 EX-10.1

Amended and Restated Air Transportation Services Agreement, dated as of June 18, 2024, by and between Sun Country, Inc. and Amazon.com Services LLC

Exhibit 10.1 EXECUTION VERSION [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and is the type that the Company treats as private or confidential. AMENDED AND RESTATED AIR TRANSPORTATION SERVICES AGREEMENT DATED AS OF JUNE 18, 2024 BETWEEN SUN COUNTRY, INC. AND AMAZON.COM SERVICES LLC TABLE OF CON

June 20, 2024 EX-99.1

Sun Country Airlines June 2024 Exhibit 99.1 Disclaimer This presentation has been prepared by the Company for informational purposes only and not for any other purpose. Nothing contained in this presentation is, or should be construed as, a recommend

Sun Country Airlines June 2024 Exhibit 99.1 Disclaimer This presentation has been prepared by the Company for informational purposes only and not for any other purpose. Nothing contained in this presentation is, or should be construed as, a recommendation, promise or representation by the presenter or the Company or any director, employee, agent, or adviser of or the Company. This presentation doe

June 20, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 20, 2024 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

June 20, 2024 EX-99.1

SUN COUNTRY AIRLINES ENTERS INTO REVISED AGREEMENT WITH AMAZON Eight additional B737-800 aircraft will bring Sun Country cargo fleet to 20 Term extended to 2030 with potential further extension to 2037

Exhibit 99.1 Investor Relations Chris Allen [email protected] Media Contact [email protected] SUN COUNTRY AIRLINES ENTERS INTO REVISED AGREEMENT WITH AMAZON Eight additional B737-800 aircraft will bring Sun Country cargo fleet to 20 Term extended to 2030 with potential further extension to 2037 MINNEAPOLIS, June 20, 2024 – On June 18, 2024 Sun Country Airlines (NASDAQ: SNCY) signed an

June 20, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 18, 2024 SUN COUNTRY AIRLINES HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

June 14, 2024 8-K

Current Report

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): June 12, 2024 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (

May 7, 2024 EX-99.1

Sun Country Airlines Reports First Quarter 2024 Results Revenue of $311 million, highest first quarter on record(1) GAAP diluted EPS of $0.64 and operating income of $55 million Adj. diluted EPS(2) of $0.66 and adjusted operating income(2) of $57 mil

Exhibit 99.1 Sun Country Airlines Reports First Quarter 2024 Results Revenue of $311 million, highest first quarter on record(1) GAAP diluted EPS of $0.64 and operating income of $55 million Adj. diluted EPS(2) of $0.66 and adjusted operating income(2) of $57 million, MINNEAPOLIS. May 7, 2024. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines,” “Sun Country,” the “Company”) (NASDAQ: SNCY)

May 7, 2024 EX-10.1

Form of Performance-Based Restricted Stock Unit Award Agreement under the Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.1 SUN COUNTRY AIRLINES HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into effective as of [GRANT DATE] (the “Date of Grant”), by and between Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participa

May 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2024 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

April 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def

February 14, 2024 EX-10.50

Employment Letter, dated as of July 1, 2023, by and between Sun Country, Inc. and Grant Whitney.

Exhibit 10.50 SUN COUNTRY EXECUTIVE EMPLOYMENT LETTER Dear Grant Whitney, Welcome to a new day at Sun Country Airlines. This Employment Letter Agreement (this “Agreement”), effective as of July 1, 2023 (“Effective Date”), is made by and between Grant Whitney (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and affiliates) as may employ the Exe

February 14, 2024 EX-99.B

Page 13 of 13

EX-99.B 3 d741924dex99b.htm EX-99.B EXHIBIT B Powers of Attorney for Macquarie Group Limited incorporated by reference to 13G filings made by Macquarie Group Limited on June 7, 2023. Page 13 of 13

February 14, 2024 EX-97

Sun Country Airlines Clawback Policy

Exhibit 97 Policy Name: Clawback Policy Policy Owner: Legal Effective Date: 11/3/2023 Policy Contact: General Counsel Version: 1 SUN COUNTRY AIRLINES CLAWBACK POLICY Sun Country Airlines Holdings, Inc.

February 14, 2024 EX-4.14

Description of Registrant’s Securities

Exhibit 4.14 Description of Registrant’s Securities As of December 31, 2023, Sun Country Airlines Holdings, Inc. (“Sun Country”, the “Company,” “we,” “us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.01 per share. The following description of Sun Country’s capital stock summari

February 14, 2024 EX-10.44

, by and between Sun Country, Inc. and Rose Neale

Exhibit 10.44 SUN COUNTRY EXECUTIVE EMPLOYMENT LETTER Dear Rose Neale, Welcome to a new day at Sun Country Airlines. This Employment Letter Agreement (this “Agreement”), effective as of July 1, 2023 (“Effective Date”), is made by and between Erin Rose Neale (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and affiliates) as may employ the Exec

February 14, 2024 EX-99.A

Page 8 of 13

EX-99.A 2 d741924dex99a.htm EX-99.A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectiv

February 14, 2024 SC 13G

SNCY / Sun Country Airlines Holdings, Inc. / MACQUARIE GROUP LTD - SC 13G Passive Investment

SC 13G 1 d741924dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Sun Country Airlines Holdings Inc (Name of Issuer) Common Shares (Title of Class of Securities) 866683105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 14, 2024 EX-10.43

Form of Restricted Stock Unit Award Agreement under the Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.43 SUN COUNTRY AIRLINES HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [], (the “Date of Grant”), by and between Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and [] (the “Participant”). Capitalized terms used in this Agreement and not oth

February 14, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (Exact

February 14, 2024 EX-10.49

Employment Letter, dated as of July 1, 2023, by and between Sun Country, Inc. and Eric Levenhagen.

Exhibit 10.49 SUN COUNTRY EXECUTIVE EMPLOYMENT LETTER Dear Eric Levenhagen, Welcome to a new day at Sun Country Airlines. This Employment Letter Agreement (this “Agreement”), effective as of July 1, 2023 (“Effective Date”), is made by and between Eric Levenhagen (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and affiliates) as may employ the

February 13, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02015-suncountryairlinesho.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Sun Country Airlines Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 866683105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropri

February 13, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / SCA Horus Holdings, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245812d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 866683105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this

February 9, 2024 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 866683105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

February 8, 2024 SC 13G

SNCY / Sun Country Airlines Holdings, Inc. / ETF Series Solutions - SCHEDULE 13G Passive Investment

SC 13G 1 usglbljets20240208sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 866683105 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Com

January 31, 2024 EX-99.1

Sun Country Airlines Reports Fourth Quarter and Full Year 2023 Results Q4 2023 total revenue of $245.5 million, highest fourth quarter on record(1) Q4 2023 GAAP diluted EPS of $0.10 and operating income margin of 7.0% Q4 2023 Adjusted diluted EPS of

Exhibit 99.1 Sun Country Airlines Reports Fourth Quarter and Full Year 2023 Results Q4 2023 total revenue of $245.5 million, highest fourth quarter on record(1) Q4 2023 GAAP diluted EPS of $0.10 and operating income margin of 7.0% Q4 2023 Adjusted diluted EPS of $0.12(2) and adjusted operating income margin of 7.4%(2) FY 2023 total revenue of $1.05 billion, highest full year on record(1) FY 2023 G

January 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 31, 2024 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

December 14, 2023 EX-1.1

Underwriting Agreement, dated as of December 11, 2023, among Sun Country Airlines Holdings, Inc., SCA Horus Holdings, LLC as the selling stockholder, and the underwriters named therein

EXHIBIT 1.1 4,000,000 Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENT December 11, 2023 Barclays Capital Inc. Morgan Stanley & Co. LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and

December 14, 2023 8-K

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): December 11, 2023 Sun Country Air

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): December 11, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

December 13, 2023 424B3

4,000,000 Shares Sun Country Airlines Holdings, Inc. Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-269023 PROSPECTUS SUPPLEMENT (To the Prospectus dated January 12, 2023) 4,000,000 Shares Sun Country Airlines Holdings, Inc. Common Stock The information included or incorporated by reference in this prospectus supplement relates to the resale of an aggregate of 4,000,000 shares of common stock of Sun Country Airlines Holdin

December 13, 2023 EX-FILING FEES

EX-FILING FEES

Exhibit 107 The prospectus to which this Exhibit 107 is attached is a final prospectus for the related offering. The maximum aggregate amount of securities to which the prospectus relates is 4,600,000 shares.

December 11, 2023 424B3

Subject to Completion, dated December 11, 2023

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

December 11, 2023 EX-99.1

Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase

EXHIBIT 99.1 Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase MINNEAPOLIS, December 11, 2023 (GLOBE NEWSWIRE) - Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (“Sun Country Airlines”) today announced the commencement of a proposed secondary public offering of 4,000,000 shares of its common stock by an affiliate of

December 11, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 11, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

November 24, 2023 SC 13G

SNCY / Sun Country Airlines Holdings Inc / PAR INVESTMENT PARTNERS LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 866683105 (CUSIP Number) November 14, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

November 24, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d938601dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of Sun Country Airlines Holdings, Inc. a

November 7, 2023 EX-10.1

Amendment 19 to the Inventory Support Services Agreement, dated as July 20, 2023, by and between Sun Country, Inc., dba Sun Country Airlines and Delta Air Lines, Inc

Exhibit 10.1 Certain identified information has been omitted from this exhibit because it is (i) not material and (ii) the type that the registrant treats as private or confidential. [***] indicates that information has been redacted. Amendment 19 to the Inventory Support Services Agreement This Amendment 19 (this “Amendment”), made as of April 1, 2023, by and between Sun Country, Inc. d/b/a Sun C

November 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, In

November 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): November 7, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

November 7, 2023 EX-99.1

Sun Country Airlines Reports Third Quarter 2023 Results Revenue of $249 million, highest third quarter on record(1) GAAP diluted EPS of $0.13 and operating income of $19 million Adj. diluted EPS(2) of $0.14 and adjusted operating income(2) of $20 mil

Exhibit 99.1 Sun Country Airlines Reports Third Quarter 2023 Results Revenue of $249 million, highest third quarter on record(1) GAAP diluted EPS of $0.13 and operating income of $19 million Adj. diluted EPS(2) of $0.14 and adjusted operating income(2) of $20 million, MINNEAPOLIS. November 7, 2023. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines,” “Sun Country,” the “Company”) (NASDAQ:

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (E

August 3, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 3, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

August 3, 2023 EX-99.1

Sun Country Airlines Reports Second Quarter 2023 Results Revenue of $261 million, highest second quarter on record(1) GAAP diluted EPS of $0.35 and operating income of $36 million Adj. diluted EPS(2) of $0.40 and adjusted operating income(2) of $40 m

Exhibit 99.1 Sun Country Airlines Reports Second Quarter 2023 Results Revenue of $261 million, highest second quarter on record(1) GAAP diluted EPS of $0.35 and operating income of $36 million Adj. diluted EPS(2) of $0.40 and adjusted operating income(2) of $40 million, highest second quarter on record(1) MINNEAPOLIS. August 3, 2023. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines,” “Su

June 14, 2023 8-K

Submission of Matters to a Vote of Security Holders

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): June 14, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

May 12, 2023 EX-10.1

Employment Agreement, dated as of April 11, 2023, by and between Jude Bricker and Sun Country, Inc. (incorporated by reference to Exhibit 10.1 to Sun Country Airlines Holdings, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2023)

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), entered into effective as of April 11, 2023 (the “Effective Date”), is made by and between Jude Bricker (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and Affiliates (as defined below), and any and all successors thereto, the “Company”). RECITALS A. SCA A

May 12, 2023 EX-10.2

Employment Agreement, dated as of April 11, 2023, by and between David Davis and Sun Country, Inc. (incorporated by reference to Exhibit 10.2 to Sun Country Airlines Holdings, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2023)

EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), entered into effective as of April 11, 2023 (the “Effective Date”), is made by and between David Davis (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and Affiliates (as defined below), and any and all successors thereto, the “Company”). RECITALS A. The Co

May 12, 2023 8-K

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 8, 2023 Sun Country Airlines

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 8, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

April 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (

April 28, 2023 EX-10.2

Term Loan Facility Agreement, dated as of March 21, 2023, by and among Sun Country Airlines Holdings, Inc., Sun Country, Inc. (D/B/A Sun Country Airlines), the lenders party thereto and UMB Bank, National Association, as facility agent, security trustee and account bank (incorporated by reference to Exhibit 10.2 to Sun Country Airlines Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 28, 2023)

Exhibit 10.2 EXECUTION VERSION $119,200,000 TERM LOAN AGREEMENT dated as of March 16, 2023 SUN COUNTRY, INC. (D/B/A SUN COUNTRY AIRLINES), as Company, SUN COUNTRY AIRLINES HOLDINGS, INC., as Guarantor, CERTAIN LENDERS FROM TIME TO TIME PARTY HERETO UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Facility Agent, and UMB BANK, NATIONAL ASSOCIATION, not in its individual

April 28, 2023 EX-10.1

Employment Letter, dated as of July 5, 2022, by and between Sun Country, Inc. and Rose Neale

Exhibit 10.1 SCA JULY 5, 2022 Dear Rose Neale Congratulations on your promotion at Sun Country Airlines. This Employment Letter Agreement (this “Agreement”), entered into on July 1,2022 (“Effective Date”), is made by and between Rose Neale (the “Executive”) and Sun Country, Inc., a Minnesota corporation (together with any of its subsidiaries and affiliates) as may employ the Executive from time to

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 27, 2023 EX-99.1

Sun Country Airlines Reports First Quarter 2023 Results Revenue of $294 million, Sun Country’s highest on record(1) GAAP diluted EPS of $0.64 and operating income of $56 million, Sun Country’s highest on record(1) Adj. diluted EPS of $0.68(2) and adj

Exhibit 99.1 Sun Country Airlines Reports First Quarter 2023 Results Revenue of $294 million, Sun Country’s highest on record(1) GAAP diluted EPS of $0.64 and operating income of $56 million, Sun Country’s highest on record(1) Adj. diluted EPS of $0.68(2) and adjusted operating income of $58 million(2), Sun Country’s highest on record(1) MINNEAPOLIS. April 27, 2023. Sun Country Airlines Holdings,

April 27, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 27, 2023 8-K

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): March 21, 2023 Sun Country Airlin

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): March 21, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 7, 2023 EX-99.1

SUN COUNTRY AIRLINES ANNOUNCES JENNIFER VOGEL AS NEW CHAIR OF BOARD OF DIRECTORS

EXHIBIT 99.1 Media Relations Amanda Theisen 651-206-2569 [email protected] SUN COUNTRY AIRLINES ANNOUNCES JENNIFER VOGEL AS NEW CHAIR OF BOARD OF DIRECTORS MINNEAPOLIS, March 7, 2023 - Sun Country Airlines (NASDAQ: SNCY) has appointed Jennifer L. Vogel as chair of the board of directors, effective March 7, 2023. Vogel, former senior vice president, general counsel, secretary and chief

March 7, 2023 8-K

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): March 7, 2023 Sun Country Airline

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): March 7, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

February 22, 2023 EX-1.1

Underwriting Agreement, dated as of February 15, 2023, among Sun Country Airlines Holdings, Inc., SCA Horus Holdings, LLC as the selling stockholder, and the underwriter named therein.

EXHIBIT 1.1 5,250,000 Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENT February 15, 2023 Barclays Capital Inc., As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The stockholder named in Schedule II attached hereto as Selling Stockholder (the “S

February 22, 2023 8-K

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): February 15, 2023 Sun Country Air

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): February 15, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

February 17, 2023 424B3

5,250,000 Shares Sun Country Airlines Holdings, Inc. Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-269023 PROSPECTUS SUPPLEMENT (To the Prospectus dated January 12, 2023) 5,250,000 Shares Sun Country Airlines Holdings, Inc. Common Stock The information included or incorporated by reference in this prospectus supplement relates to the resale of an aggregate of 5,250,000 shares of common stock of Sun Country Airlines Holdin

February 15, 2023 EX-4.14

Description of Registrant’s Securities

Exhibit 4.14 Description of Registrant’s Securities As of December 31, 2022, Sun Country Airlines Holdings, Inc. (“Sun Country”, the “Company,” “we,” “us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.01 per share. The following description of Sun Country’s capital stock summari

February 15, 2023 EX-99.1

Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase

EXHIBIT 99.1 Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase MINNEAPOLIS, February 15, 2023/PRNewswire/ - - Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (“Sun Country Airlines”) today announced the commencement of a proposed secondary public offering of 5,250,000 shares of its common stock by an affiliate of ce

February 15, 2023 424B3

Subject to Completion, dated February 15, 2023

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

February 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (Exact

February 15, 2023 EX-10.45

Form of Restricted Stock Unit Award Agreement under the Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.45 SUN COUNTRY AIRLINES HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [], (the “Date of Grant”), by and between Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and [] (the “Participant”). Capitalized terms used in this Agreement and not oth

February 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 15, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

February 14, 2023 SC 13G/A

SNCY / Sun Country Airlines Holdings, Inc. / SCA Horus Holdings, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236460d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 866683105* (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this

February 13, 2023 SC 13G

SNCY / Sun Country Airlines Holdings, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 866683105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

February 9, 2023 SC 13G

SNCY / Sun Country Airlines Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Sun Country Airlines Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 866683105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

February 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 6, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

February 3, 2023 SC 13G

SNCY / Sun Country Airlines Holdings, Inc. / BlackRock Inc. Passive Investment

us8666831057020323.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Sun Country Airlines Holdings, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 866683105 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 2, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

February 2, 2023 EX-99.1

Sun Country Airlines Reports Fourth Quarter and Full Year 2022 Results Q4 2022 GAAP diluted EPS of $0.12 and operating margin of 6.7% Q4 2022 Adjusted diluted EPS of $0.13(1) and adjusted operating margin of 7.0%(1) FY 2022 GAAP diluted EPS of $0.29

Exhibit 99.1 Sun Country Airlines Reports Fourth Quarter and Full Year 2022 Results Q4 2022 GAAP diluted EPS of $0.12 and operating margin of 6.7% Q4 2022 Adjusted diluted EPS of $0.13(1) and adjusted operating margin of 7.0%(1) FY 2022 GAAP diluted EPS of $0.29 and operating margin of 6.2% FY 2022 Adjusted diluted EPS of $0.42(1) and adjusted operating margin of 6.5%(1) MINNEAPOLIS. February 2, 2

January 23, 2023 EX-99.1

SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF GAIL PETERSON TO BOARD OF DIRECTORS

EXHIBIT 99.1 Media Relations Amanda Theisen 651-206-2569 [email protected] SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF GAIL PETERSON TO BOARD OF DIRECTORS MINNEAPOLIS, January 23, 2023 (GLOBE NEWSWIRE) - Sun Country Airlines (NASDAQ: SNCY) has appointed Gail Peterson, executive vice president of Global Marketing & Communications for Ecolab Inc., to its board of directors, effective J

January 23, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 20, 2023 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

January 9, 2023 CORRESP

Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450

CORRESP 1 filename1.htm Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450 January 9, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Staff Attorney Office of Energy & Transportation Sun Country Airlines Holdings, Inc. Registration Statement on Form S-3 (File No. 333-269023)

December 27, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sun Country Airlines Holdings, Inc.

December 27, 2022 S-3

As filed with the Securities and Exchange Commission on December 27, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 27, 2022.

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, In

November 1, 2022 EX-99.1

Sun Country Airlines Reports Third Quarter 2022 Results Q3 2022 GAAP diluted EPS of $0.18 and operating income of $15 million Q3 2022 Adjusted diluted EPS of $0.12(1) and adjusted operating income of $16 million(1)

Exhibit 99.1 Sun Country Airlines Reports Third Quarter 2022 Results Q3 2022 GAAP diluted EPS of $0.18 and operating income of $15 million Q3 2022 Adjusted diluted EPS of $0.12(1) and adjusted operating income of $16 million(1) MINNEAPOLIS. November 1, 2022. Sun Country Airlines Holdings, Inc. (?Sun Country Airlines,? ?Sun Country,? the ?Company?) (NASDAQ: SNCY) today reported financial results fo

November 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 30, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

November 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): October 31, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

October 14, 2022 EX-99.1

SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF JENNIFER VOGEL TO BOARD OF DIRECTORS

EXHIBIT 99.1 Media Relations Amanda Theisen 651-206-2569 [email protected] SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF JENNIFER VOGEL TO BOARD OF DIRECTORS MINNEAPOLIS, October 14, 2022 (GLOBE NEWSWIRE) - Sun Country Airlines (NASDAQ: SNCY) has appointed Jennifer L. Vogel, former senior vice president, general counsel, secretary and chief compliance officer of Continental Airlines, I

October 14, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 14, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

August 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (E

August 8, 2022 EX-99.1

Sun Country Airlines Reports Second Quarter 2022 Results Q2 2022 GAAP diluted EPS of $(0.07) and operating income of $3 million Q2 2022 Adjusted diluted EPS of $(0.03)(1) and adjusted operating income of $4 million(1)

Exhibit 99.1 Sun Country Airlines Reports Second Quarter 2022 Results Q2 2022 GAAP diluted EPS of $(0.07) and operating income of $3 million Q2 2022 Adjusted diluted EPS of $(0.03)(1) and adjusted operating income of $4 million(1) MINNEAPOLIS. August 8, 2022. Sun Country Airlines Holdings, Inc. (?Sun Country Airlines?, ?Sun Country?, the ?Company?) (NASDAQ: SNCY) today reported financial results f

August 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

June 22, 2022 EX-99.1

Sun Country Airlines June 2022 Disclaimer This presentation has been prepared by the Company for informational purposes only and not for any other purpose. Nothing con tai ned in this presentation is, or should be construed as, a recommendation, prom

EXHIBIT 99.1 Sun Country Airlines June 2022 Disclaimer This presentation has been prepared by the Company for informational purposes only and not for any other purpose. Nothing con tai ned in this presentation is, or should be construed as, a recommendation, promise or representation by the presenter or the Company or any director, emplo yee , agent, or adviser of or the Company. This presentation

June 22, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 22, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

June 17, 2022 CORRESP

Sun Country Airlines Holdings, Inc. 2005 Cargo Road Minneapolis, Minnesota 55450

Sun Country Airlines Holdings, Inc. 2005 Cargo Road Minneapolis, Minnesota 55450 June 17, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Wei Lu Shannon Buskirk Office of Energy & Transportation Re: Sun Country Airlines Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Form 10-K/

June 17, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 16, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

June 10, 2022 EX-10.1

10.1 Form of RSU Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 10, 2022)

EXHIBIT 10.1 SUN COUNTRY AIRLINES HOLDINGS, INC. 2021 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), is entered into as of [ ] (the ?Date of Grant?), by and between Sun Country Airlines Holdings, Inc., a Delaware corporation (the ?Company?), and [] (the ?Participant?). Capitalized terms used in this Agreement and not othe

June 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 6, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

May 26, 2022 CORRESP

Sun Country Airlines Holdings, Inc. 2005 Cargo Road Minneapolis, Minnesota 55450

CORRESP 1 filename1.htm Sun Country Airlines Holdings, Inc. 2005 Cargo Road Minneapolis, Minnesota 55450 May 26, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Wei Lu Shannon Buskirk Office of Energy & Transportation Re: Sun Country Airlines Holdings, Inc. Form 10-K for the Fiscal Year Ended Decem

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40217 Sun Country Airlines Holdings, Inc. (

May 6, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (C

May 5, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

May 5, 2022 EX-99.1

Sun Country Airlines Reports First Quarter 2022 Results Q1 2022 GAAP diluted EPS of $0.06 and operating income of $22 million Q1 2022 Adjusted diluted EPS of $0.20(1) and adjusted operating income of $23 million(1)

EXHIBIT 99.1 Sun Country Airlines Reports First Quarter 2022 Results Q1 2022 GAAP diluted EPS of $0.06 and operating income of $22 million Q1 2022 Adjusted diluted EPS of $0.20(1) and adjusted operating income of $23 million(1) MINNEAPOLIS. May 5, 2022. Sun Country Airlines Holdings, Inc. (?Sun Country Airlines?, ?Sun Country?, the ?Company?) (NASDAQ: SNCY) today reported financial results for its

April 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 29, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

April 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 29, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant?? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat

April 29, 2022 EX-99.1

SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF PATRICK O’KEEFFE TO BOARD OF DIRECTORS

EXHIBIT 99.1 Media Relations Wendy Burt 651-803-0821 [email protected] SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF PATRICK O?KEEFFE TO BOARD OF DIRECTORS MINNEAPOLIS, April 29, 2022 ? Sun Country Airlines (NASDAQ: SNCY) has appointed Patrick O?Keeffe, former senior human resources officer for American Airlines, to its board of directors effective April 29, 2022. ?I am pleased to welc

April 5, 2022 EX-4.4

Form of Participation Agreement (Participation Agreement between Sun Country, Inc. and Wilmington Trust, National Association, not in its individual capacity but solely as mortgagee, subordination agent under the Intercreditor Agreement and pass through trustee under the pass through trusts) (Exhibit B to Note Purchase Agreement) (incorporated by reference to Exhibit 4.5 to Sun Country Airlines Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2022)

Exhibit 4.4 Execution Version NOTE PURCHASE AGREEMENT Dated as of March 28, 2022 Among SUN COUNTRY, INC. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent INDEX TO NOTE PURCHASE AGREEMENT Page SECTION 1. Financing of Aircraft 2 SECTION 2. Conditions Precedent 4 SECTION 3

April 5, 2022 EX-4.2

Trust Supplement No. 2022-1B, dated as of March 29, 2022, between Wilmington Trust, National Association, as trustee, and Sun Country, Inc., to Pass Through Trust Agreement, dated as of December 9, 2019 (incorporated by reference to Exhibit 4.2 to Sun Country Airlines Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2022)

Exhibit 4.2 Execution Version TRUST SUPPLEMENT No. 2022-1B Dated as of March 28, 2022 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and SUN COUNTRY, INC. to PASS THROUGH TRUST AGREEMENT Dated as of December 9, 2019 $45,447,000 Sun Country Pass Through Trust 2022-1B Sun Country Pass Through Certificates, Series 2022-1B TABLE OF CONTENTS Page ARTICLE I THE CERTIFICATES 2 Section 1.01.

April 5, 2022 EX-4.3

Intercreditor Agreement, dated as of March 29, 2022, among Wilmington Trust, National Association, as pass through trustee under the pass through trusts, and Wilmington Trust, National Association, as subordination agent (incorporated by reference to Exhibit 4.3 to Sun Country Airlines Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2022)

Exhibit 4.3 Execution Version INTERCREDITOR AGREEMENT (2022-1) Dated as of March 28, 2022 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee under the Sun Country Pass Through Trust 2022-1A and Sun Country Pass Through Trust 2022-1B, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein but so

April 5, 2022 EX-4.1

Trust Supplement No. 2022-1A, dated as of March 29, 2022, between Wilmington Trust, National Association, as trustee, and Sun Country, Inc., to Pass Through Trust Agreement, dated as of December 9, 2019 (incorporated by reference to Exhibit 4.1 to Sun Country Airlines Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2022)

TABLE OF CONTENTS Page ARTICLE I THE CERTIFICATES 2 Section 1.01. The Certificates 2 ARTICLE II DEFINITIONS 3 Section 2.01. Definitions 3 ARTICLE III ISSUANCE AND TRANSFER OF THE APPLICABLE CERTIFICATES 8 Section 3.01. Issuance of Applicable Certificates 8 Section 3.02. Restrictive Legends 8 Section 3.03. Amendment of Sections 3.04 and 3.05 of the Basic Agreement 9 Section 3.04. Transfer and Excha

April 5, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 29, 2022 SUN COUNTRY AIRLINES HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

April 5, 2022 EX-99.1

Sun Country, Inc. Completes Private Offering of $188,277,000 Enhanced Equipment Trust Certificates

Exhibit 99.1 Sun Country, Inc. Completes Private Offering of $188,277,000 Enhanced Equipment Trust Certificates MINNEAPOLIS, March 31, 2022 (GLOBE NEWSWIRE) ? Sun Country, Inc. (?Sun Country?), a wholly owned subsidiary of Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY), today announced the completion of an offering of Enhanced Equipment Trust Certificates (the ?Certificates?) which will be use

March 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 8, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

March 8, 2022 EX-99.1

Sun Country Airlines March 2022

EXHIBIT 99.1 Sun Country Airlines March 2022 Disclaimer This presentation has been prepared by the Company for informational purposes only and not for any other purpose. Nothing con tai ned in this presentation is, or should be construed as, a recommendation, promise or representation by the presenter or the Company or any director, employee , a gent, or adviser of or the Company. This presentatio

February 22, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 18, 2022 EX-10.49

Form of Restricted Stock Unit Award Agreement under the Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan

Exhibit 10.49 ? Director Form RSU Exhibit B for Board Resolutions ? SUN COUNTRY AIRLINES HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), is entered into as of [ ] (the ?Date of Grant?), by and between Sun Country Airlines Holdings, Inc., a Delaware corporation (the ?Company?), and [] (the ?Participant?)

February 18, 2022 EX-4.6

Description of Registrant’s Securities

Exhibit 4.6 Description of Registrant?s Securities ? As of December 31, 2021, Sun Country Airlines Holdings, Inc. (?Sun Country?, the ?Company,? ?we,? ?us? and ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): common stock, par value $0.01 per share. The following description of Sun Country?s capital stock summar

February 18, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2022 SC 13G

SNCY / Sun Country Airlines Holdings, Inc. / SCA Horus Holdings, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 866683105* (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

February 7, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 7, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

February 7, 2022 EX-99.1

Sun Country Airlines Reports Fourth Quarter and Full Year 2021 Results Q4 2021 GAAP diluted EPS of ($0.01) and operating income of $11 million Q4 2021 Adjusted diluted EPS of $0.10(1) and adjusted operating income of $15 million (1) FY 2021 GAAP dilu

EXHIBIT 99.1 Sun Country Airlines Reports Fourth Quarter and Full Year 2021 Results Q4 2021 GAAP diluted EPS of ($0.01) and operating income of $11 million Q4 2021 Adjusted diluted EPS of $0.10(1) and adjusted operating income of $15 million (1) FY 2021 GAAP diluted EPS of $1.31 and operating income of $107 million FY 2021 Adjusted diluted EPS of $0.33(1) and adjusted operating income of $51 milli

February 7, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 1, 2022 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

February 3, 2022 SC 13G

SNCY / Sun Country Airlines Holdings, Inc. / ETF Series Solutions - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sun Country Airlines Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 866683105 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2021 (Date of Event whic

December 20, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 17, 2021 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

December 20, 2021 EX-99.1

SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF MARION BLAKEY TO BOARD OF DIRECTORS

EXHIBIT 99.1 Investor Relations Chris Allen 651-681-4810 [email protected] SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF MARION BLAKEY TO BOARD OF DIRECTORS MINNEAPOLIS, December 20, 2021 ? Sun Country Airlines (NASDAQ: SNCY) today announced the appointment of Marion C. Blakey to its board of directors, effective December 17, 2021. ?I am honored to introduce Marion Blakey as our newest board membe

November 16, 2021 8-K

Other Events

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): November 15, 2021 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

November 10, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 6, 2021 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

November 1, 2021 EX-99.1

Sun Country Airlines Reports Third Quarter 2021 Results Q3 2021 GAAP EPS of $0.23 and operating income of $22 million Q3 2021 Adjusted EPS of $0.23(1) and adjusted operating income of $23 million (1)

EXHIBIT 99.1 Sun Country Airlines Reports Third Quarter 2021 Results Q3 2021 GAAP EPS of $0.23 and operating income of $22 million Q3 2021 Adjusted EPS of $0.23(1) and adjusted operating income of $23 million (1) MINNEAPOLIS. November 1, 2021. Sun Country Airlines Holdings, Inc. (?Sun Country Airlines?, ?Sun Country?, the ?Company?) (NASDAQ: SNCY) today reported financial results for its third qua

November 1, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 1, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2021 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

October 19, 2021 8-K

Financial Statements and Exhibits, Other Events

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): October 14, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

October 19, 2021 EX-99.1

Sun Country Airlines Holdings, Inc. Announces Pricing of Upsized Secondary Public Offering of Common Stock

Exhibit 99.1 Sun Country Airlines Holdings, Inc. Announces Pricing of Upsized Secondary Public Offering of Common Stock MINNEAPOLIS, October 14, 2021 (GLOBE NEWSWIRE) - Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (?Sun Country Airlines?) today announced the pricing of an upsized secondary public offering of 8,500,000 shares of its common stock by certain of its existing stockholders includi

October 18, 2021 424B4

8,500,000 Shares Sun Country Airlines Holdings, Inc. Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-260195? ??Registration No. 333-260262? PROSPECTUS ? 8,500,000 Shares Sun Country Airlines Holdings, Inc. Common Stock ? The selling stockholders identified in this prospectus are selling 8,500,000 shares of common stock of Sun Country Airlines Holdings, Inc., a Delaware corporation. In addition, the selling stockholders hav

October 15, 2021 FWP

Filed Pursuant to Rule 433

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated October 14, 2021 Registration Statement No.

October 14, 2021 S-1MEF

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration No.

October 12, 2021 CORRESP

Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450

Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450 October 12, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Staff Attorney Office of Energy & Transportation Sun Country Airlines Holdings, Inc. Registration Statement on Form S-1 (File No. 333-260195) Dear Ms. Majmudar:

October 12, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 [8,000,000] Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENT October [?], 2021 BARCLAYS CAPITAL INC. MORGAN STANLEY & CO. LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 La

October 12, 2021 CORRESP

[Signature Page Follows]

Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 October 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: Sun Country Airlines Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 33

October 12, 2021 S-1

Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of Sun Country Airlines Holdings, Inc. (Registration No. 333-260195)).

Table of Contents As filed with the Securities and Exchange Commission on October 12, 2021 Registration No.

October 12, 2021 EX-99.1

Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock

Exhibit 99.1 Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock MINNEAPOLIS, October 12, 2021/PRNewswire/ - ? Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (?Sun Country Airlines?) today announced the commencement of a proposed secondary public offering of 8,000,000 shares of its common stock by certain of its existing shareholders (collectively,

October 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): October 12, 2021 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Num

September 9, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 9, 2021 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Nu

September 9, 2021 EX-99.1

Sun Country Airlines September 2021

EXHIBIT 99.1 Sun Country Airlines September 2021 Disclaimer Confidentiality and Market Data This presentation constitutes confidential information and is provided to you on the condition that you will hold it in stric t c onfidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of the Company. This pres ent ation has been prepared by the

July 28, 2021 EX-10.1

Payroll Support Program 3 Agreement, dated as of April 27, 2021, by and between Sun Country, Inc. and the Department of the Treasury (incorporated by reference to Exhibit 10.1 to Sun Country Airlines Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2021)

Exhibit 10.1

July 28, 2021 EX-99.1

Sun Country Airlines Reports Second Quarter 2021 Results Q2 2021 GAAP EPS of $0.83 and operating income of $49 million Q2 2021 Adjusted EPS of $0.07(1) and adjusted operating income of $12 million (1)

EX-99.1 2 eh210172713ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Sun Country Airlines Reports Second Quarter 2021 Results Q2 2021 GAAP EPS of $0.83 and operating income of $49 million Q2 2021 Adjusted EPS of $0.07(1) and adjusted operating income of $12 million (1) MINNEAPOLIS. July 28, 2021. Sun Country Airlines Holdings, Inc. (“Sun Country Airlines”, “Sun Country”, the “Company”) (NASDAQ: SNCY) today r

July 28, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2021 Sun Country Airlines Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number

July 28, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 16, 2021 EX-10.50

PAYROLL SUPPORT PROGRAM 3 AGREEMENT

EX-10.50 2 filename2.htm Exhibit 10.50 PAYROLL SUPPORT PROGRAM 3 AGREEMENT Recipient: Sun Country, Inc. dba Sun Country Airlines 2005 Cargo Road Minneapolis, MN 55450 PSP Participant Number: PSP3A-2104160360 Employer Identification Number: 35-2159124 DUNS Number: 114370096 Additional Recipients: N/A Amount of Initial Payroll Support Payment: $17273516.23 The Department of the Treasury (Treasury) h

July 16, 2021 DRS

Confidential Treatment Requested by Sun Country Airlines Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially with the Securities and Exchange Commission on July 15, 2021. This draft registration statement has not been publ

DRS 1 filename1.htm TABLE OF CONTENTS Confidential Treatment Requested by Sun Country Airlines Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially with the Securities and Exchange Commission on July 15, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

June 1, 2021 8-K

Other Events

8-K 1 eh2101565998k.htm FORM 8-K 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 27, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorp

May 24, 2021 8-K

Financial Statements and Exhibits, Other Events

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 19, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

May 24, 2021 EX-99.1

Sun Country Airlines Holdings, Inc. Announces Pricing of Upsized Secondary Public Offering of Common Stock

EXHIBIT 99.1 Sun Country Airlines Holdings, Inc. Announces Pricing of Upsized Secondary Public Offering of Common Stock MINNEAPOLIS, May 19, 2021 (GLOBE NEWSWIRE) - Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (?Sun Country Airlines?) today announced the pricing of an upsized secondary public offering of 7,250,000 shares of its common stock by an affiliate of certain investment funds managed

May 21, 2021 424B4

7,250,000 Shares Sun Country Airlines Holdings, Inc. Common Stock

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-256201? ?Registration No. 333-256309? PROSPECTUS ? 7,250,000 Shares Sun Country Airlines Holdings, Inc. Common Stock ? The selling stockholder identified in this prospectus is selling 7,250,000 shares of common stock of Sun Country Airlines Holdings, Inc., a Delaware corporation. We are not selling any shares of our common

May 19, 2021 S-1MEF

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration No.

May 17, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 [●] Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENT [●], 2021 Barclays Capital Inc. Morgan Stanley & Co. LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 Ladies and Gentlem

May 17, 2021 EX-21.1

Subsidiaries of the registrant

EX-21.1 4 tm2113248d7ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF SUN COUNTRY AIRLINES HOLDINGS, INC. Name Jurisdiction of Incorporation SCA Acquisition Intermediate, LLC Delaware SCA Acquisition, LLC Delaware Sun Country, Inc. Minnesota

May 17, 2021 CORRESP

[Signature Page Follows]

CORRESP 1 filename1.htm Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 May 17, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: Sun Country Airlines Holdings, Inc. Acceleration Request for Registration Statement on

May 17, 2021 S-1

Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of Sun Country Airlines Holdings, Inc. (Registration No. 333-256201)).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 17, 2021 Registration No.

May 17, 2021 CORRESP

Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450

Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450 May 17, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Liz Packebusch Staff Attorney Office of Energy & Transportation Sun Country Airlines Holdings, Inc. Registration Statement on Form S-1 (File No. 333-256201) Dear Ms. Packebusch: Purs

May 17, 2021 8-K

Financial Statements and Exhibits, Other Events

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 17, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

May 17, 2021 EX-99.1

Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock

EX-99.1 2 eh210150706ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Sun Country Airlines Holdings, Inc. Announces Launch of Secondary Public Offering of Common Stock MINNEAPOLIS, May 17, 2021 (GLOBE NEWSWIRE) – Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) (“Sun Country Airlines”) today announced the commencement of a proposed secondary public offering of 6,000,000 shares of its common stock by an affi

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 5, 2021 EX-99.1

Sun Country Airlines Reports First Quarter 2021 Results Q1 2021 GAAP EPS of $0.24 and operating income of $25 million Q1 2021 Adjusted EPS of ($0.09)(1) and adjusted operating income of $1 million (1)

EXHIBIT 99.1 Sun Country Airlines Reports First Quarter 2021 Results Q1 2021 GAAP EPS of $0.24 and operating income of $25 million Q1 2021 Adjusted EPS of ($0.09)(1) and adjusted operating income of $1 million (1) MINNEAPOLIS. May 5, 2021. Sun Country Airlines Holdings, Inc. (?Sun Country Airlines?, ?Sun Country?, the ?Company?) (NASDAQ: SNCY) today reported financial results for its first quarter

May 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Number)

April 30, 2021 8-K

Entry into a Material Definitive Agreement

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): April 27, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

April 30, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 27, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

April 30, 2021 EX-99.1

SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF THOMAS C. KENNEDY TO BOARD OF DIRECTORS

EX-99.1 2 eh210148614ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 2005 Cargo Rd Building C Minneapolis, MN 55450 suncountry.com SUN COUNTRY AIRLINES ANNOUNCES APPOINTMENT OF THOMAS C. KENNEDY TO BOARD OF DIRECTORS MINNEAPOLIS. April 30, 2021 (GLOBE NEWSWIRE) - Sun Country Airlines Holdings, Inc. (“Sun Country Airlines”) (NASDAQ: SNCY) announced today the appointment of Thomas C. Kennedy to its board of di

April 22, 2021 DRS

Confidential Treatment Requested by Sun Country Airlines Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially with the Securities and Exchange Commission on April 22, 2021. This draft registration statement has not been pub

TABLE OF CONTENTS Confidential Treatment Requested by Sun Country Airlines Holdings, Inc.

April 22, 2021 EX-21.1

SUBSIDIARIES OF SUN COUNTRY AIRLINES HOLDINGS, INC.

EX-21.1 2 filename2.htm Exhibit 21.1 SUBSIDIARIES OF SUN COUNTRY AIRLINES HOLDINGS, INC. Name Jurisdiction of Incorporation SCA Acquisition Intermediate, LLC Delaware SCA Acquisition, LLC Delaware Sun Country, Inc. Minnesota

March 25, 2021 8-K

Termination of a Material Definitive Agreement

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): March 24, 2021 SUN COUNTRY AIRLINES HOLDINGS, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 22, 2021 EX-10.3

Income Tax Receivable Agreement, by and among Sun Country Airlines, Inc., Sun Country Airlines Holdings, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.3 to Sun Country Airlines Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2021)

EX-10.3 4 d151286dex103.htm EX-10.3 Exhibit 10.3 INCOME TAX RECEIVABLE AGREEMENT dated as of March 19, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT 8 Section 2.1 Pre-IPO Tax Attribute Utilization 8 Section 2.2 Tax Benefit Schedule 8 Section 2.3 Procedures, Amendments 9 ARTICLE III TAX BENEFIT PAYMENTS 10 Section 3.1 Payme

March 22, 2021 EX-10.1

Registration Rights Agreement by and between Sun Country Airlines Holdings, Inc. and the Holders party thereto (incorporated by reference to Exhibit 10.1 to Sun Country Airlines Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2021)

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT among SUN COUNTRY AIRLINES HOLDINGS, INC. AND THE HOLDERS PARTY HERETO DATED MARCH 19, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DEMAND AND SHELF REGISTRATION 5 Section 2.1 Right to Demand; Demand Notices 5 Section 2.2 Shelf Registration 7 Section 2.3 Deferral or Suspension of Registration 10 Section 2.4 Effe

March 22, 2021 EX-10.2

Third Amended and Restated Stockholders’ Agreement by and among Sun Country Airlines Holdings, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.2 to Sun Country Airlines Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2021)

EX-10.2 3 d151286dex102.htm EX-10.2 Exhibit 10.2 THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among SUN COUNTRY AIRLINES HOLDINGS, INC. and THE OTHER PARTIES HERETO Dated as of March 19, 2021 TABLE OF CONTENTS Page ARTICLE I. INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 ARTICLE II. BOARD OF DIRECTORS 5 2.1 Election of Directors 5 ARTICLE III. INFORMATION 6 3.1 Books an

March 22, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 16, 2021 SUN COUNTRY AIRLINES HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40217 82-4092570 (State of Incorporation) (Commission File Numbe

March 18, 2021 424B4

9,090,909 Shares Sun Country Airlines Holdings, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252858 PROSPECTUS 9,090,909 Shares Sun Country Airlines Holdings, Inc. Common Stock This is the initial public offering of shares of common stock of Sun Country Airlines Holdings, Inc., a Delaware corporation. We are offering 9,090,909 shares of common stock. The initial public offering price is $24.00 per share. Prior to this

March 17, 2021 EX-4.2

Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.2 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-8 (File No. 333-254371))

EX-4.2 4 d54989dex42.htm EX-4.2 Exhibit 4.2 Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan 1. Purpose. The Sun Country Airlines Holdings, Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is intended to help Sun Country Airlines Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and its Affiliates (i) attract and reta

March 17, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on March 16, 2021 Registration No.

March 17, 2021 EX-3.1

Second Amended and Restated Certificate of Incorporation of Sun Country Airlines Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-8 (File No. 333-254371))

EX-3.1 2 d54989dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUN COUNTRY AIRLINES HOLDINGS, INC. Sun Country Airlines Holdings, Inc. is a corporation organized and existing under the laws of the State of Delaware (the “Corporation”). The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware

March 17, 2021 EX-3.2

Second Amended and Restated Bylaws of Sun Country Airlines Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-8 (File No. 333-254371))

EX-3.2 3 d54989dex32.htm EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF SUN COUNTRY AIRLINES HOLDINGS, INC. (Adopted as of March 5, 2021) ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Sun Country Airlines Holdings, Inc. (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as se

March 15, 2021 8-A12B

The description of our common stock set forth in our registration statement filed on Form 8-A pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC on March 15, 2021, and any amendment or report filed for the purpose of updating that description.

8-A12B 1 d150407d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sun Country Airlines Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 82-4092570 (State or other jurisdiction of incorporation or org

March 12, 2021 CORRESP

[Signature Page Follows]

Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 March 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: Sun Country Airlines Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-

March 12, 2021 CORRESP

Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450

Sun Country Airlines Holdings, Inc. 2005 Cargo Road. Minneapolis, MN 55450 March 12, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Attorney-Advisor Office of Energy & Transportation Sun Country Airlines Holdings, Inc. Registration Statement on Form S-1 (File No. 333-252858) Dear Ms. Majmudar:

March 8, 2021 EX-10.48

Securities Purchase Agreement, dated March 7, 2021, among Sun Country Airlines Holdings, Inc., SCA Horus Holdings, LLC and PAR Investment Partners, L.P. (incorporated by reference to Exhibit 10.48 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

Exhibit 10.48 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is entered into as of March 7, 2021, by and among PAR Investment Partners, L.P., a Delaware limited partnership (?Buyer?), Sun Country Airlines Holdings, Inc., a Delaware corporation (the ?Company?), and SCA Horus Holdings, LLC, a Delaware limited liability company (?Seller?). Capita

March 8, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 [•] Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENT [•], 2021 BARCLAYS CAPITAL INC. MORGAN STANLEY & CO. LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 Ladies and Gentlem

March 8, 2021 EX-10.46

Form of Income Tax Receivable Agreement, by and among Sun Country Airlines, Inc., Sun Country Airlines Holdings, Inc. and the other parties thereto

Exhibit 10.46 FORM OF INCOME TAX RECEIVABLE AGREEMENT dated as of [•] TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT 9 Section 2.1 Pre-IPO Tax Attribute Utilization 9 Section 2.2 Tax Benefit Schedule 9 Section 2.3 Procedures, Amendments 9 ARTICLE III TAX BENEFIT PAYMENTS 10 Section 3.1 Payments 10 Section 3.2 No Duplicative Paym

March 8, 2021 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on March 8, 2021.

March 8, 2021 EX-10.38

Form of Registration Rights Agreement by and between Sun Country Airlines Holdings, Inc. and the Holders party thereto

Exhibit 10.38 REGISTRATION RIGHTS AGREEMENT among SUN COUNTRY AIRLINES HOLDINGS, INC. AND THE HOLDERS PARTY HERETO DATED [ ], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DEMAND AND SHELF REGISTRATION 5 Section 2.1 Right to Demand; Demand Notices 5 Section 2.2 Shelf Registration 7 Section 2.3 Deferral or Suspension of Registration 10 Section 2.4 Effectiv

March 8, 2021 EX-10.49

Securities Purchase Agreement, dated March 7, 2021, among Sun Country Airlines Holdings, Inc., SCA Horus Holdings, LLC and the Blackrock Entities party thereto. (incorporated by reference to Exhibit 10.49 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

Exhibit 10.49 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 7, 2021, by and among each of the several buyers set forth on Schedule A hereto (each, a “Buyer” and, collectively, the “Buyers”), Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and SCA Horus Holdings, LLC, a Delaware limited

March 8, 2021 CORRESP

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 March 8, 2021

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 March 8, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 25, 2021 CORRESP

CONFIDENTIAL TREATMENT REQUESTED BY SUN COUNTRY AIRLINES HOLDINGS, INC. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

CONFIDENTIAL TREATMENT REQUESTED BY SUN COUNTRY AIRLINES HOLDINGS, INC. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 25, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja A. Majmudar Attorney-Advisor Office of Energy & Transport

February 23, 2021 EX-10.46

Form of Income Tax Receivable Agreement, by and among Sun Country Airlines, Inc., Sun Country Airlines Holdings, Inc. and the other parties thereto

EX-10.46 2 d71456dex1046.htm EX-10.46 Exhibit 10.46 FORM OF INCOME TAX RECEIVABLE AGREEMENT dated as of [•] TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT 8 Section 2.1 Pre-IPO Tax Attribute Utilization 8 Section 2.2 Tax Benefit Schedule 8 Section 2.3 Procedures, Amendments 9 ARTICLE III TAX BENEFIT PAYMENTS 10 Section 3.1 Payme

February 23, 2021 CORRESP

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 23, 2021

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 23, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 23, 2021 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on February 23, 2021.

February 23, 2021 EX-10.47

Credit Agreement, dated as of February 10, 2021, among SCA Acquisition, LLC, Sun Country, Inc., the lenders and issuing banks party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.47 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

Exhibit 10.47 Execution Version CREDIT AGREEMENT dated as of February 10, 2021 among SCA ACQUISITION, LLC, as Holdings, SUN COUNTRY, INC., as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers TABLE OF CONTENTS Page A

February 8, 2021 EX-10.34

2002 Master Agreement, dated as of May 1, 2019 between J. Aron & Company LLC and MN Airlines, LLC (incorporated by reference to Exhibit 10.34 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

Exhibit 10.34 ISDA® International Swaps and Derivatives Association, Inc. 2002 MASTER AGREEMENT dated as of May 1, 2019 J. ARON & COMPANY LLC MN AIRLINES, LLC and have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming

February 8, 2021 EX-10.29

Amendment No. 14 to Inventory Support and Services Agreement, dated as of May 28, 2013, by and between Delta Airlines, Inc. and MN Airlines, LLC (incorporated by reference to Exhibit 10.29 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

EX-10.29 39 d71456dex1029.htm EX-10.29 Exhibit 10.29 Amendment No. 14 to Technical Services Agreement This Amendment no. 14 (“Amendment”) to the Inventory Support & Services Agreement between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC (“Sun Country”) dated October 8, 2003, (the “Agreement”), shall be effective as of the 28th day of May, 2013 (“Effective Date”). WHEREAS, the parties have e

February 8, 2021 EX-10.22

Amendment No. 6 to Inventory Support and Services Agreement, dated as of April 1, 2009, by and between Delta Airlines, Inc. and MN Airlines, LLC (incorporated by reference to Exhibit 10.22 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

EX-10.22 32 d71456dex1022.htm EX-10.22 Exhibit 10.22 Amendment No. 6 to Technical Services Agreement This Amendment no. 6 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC, (“Sun Country”) dated October 8, 2003, (the “Agreement”), shall be effective as of 1st day of April, 2009 (“Effective Date”). WHEREAS, the parties have enter

February 8, 2021 EX-4.4

Form of Pass Through Trust Certificate, Series 2019-1C (incorporated by reference to Exhibit 4.4 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

EX-4.4 9 d71456dex44.htm EX-4.4 Exhibit 4.4 FORM OF CERTIFICATE Certificate PPN No: [ ] No. SUN COUNTRY PASS THROUGH TRUST 2019-1C Sun Country Pass Through Certificate, Series 2019-1C Issuance Date: [], 2019 Final Legal Distribution Date: [December 15, 2023] Evidencing A Fractional Undivided Interest In The Sun Country Pass Through Trust 2019-1C, The Property Of Which Shall Include Certain Equipme

February 8, 2021 EX-10.20

Amendment No. 4 to Inventory Support and Services Agreement, dated as of May 23, 2008, by and between Delta Airlines, Inc. and MN Airlines, LLC (incorporated by reference to Exhibit 10.20 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

Exhibit 10.20 Delta Air Lines, Inc. Department 460 Atlanta, Georgia 30320-6001 MN Airlines, LLC DBA Sun Country Airlines 1300 Mendota Heights Road Mendota Heights, MN 55120 Attn: Tony Kubit Amendment No. 4 to Technical Services Agreement This Amendment no. 4 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC, (“Sun Country”) date

February 8, 2021 EX-10.37

Form of Third Amended and Restated Stockholders’ Agreement by and among Sun Country Airlines Holdings, Inc. and the stockholders party thereto

EX-10.37 Exhibit 10.37 THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among SUN COUNTRY AIRLINES HOLDINGS, INC. and THE OTHER PARTIES HERETO Dated as of [•], 2021 TABLE OF CONTENTS Page ARTICLE I. INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 ARTICLE II. BOARD OF DIRECTORS 5 2.1 Election of Directors 5 ARTICLE III. INFORMATION 6 3.1 Books and Records; Access 6 3.2 Sharing

February 8, 2021 EX-4.5

Intercreditor Agreement, dated as of December 9, 2019, among Wilmington Trust, National Association, as trustee of the Sun Country Pass Through Trusts, Series 2019-1, and as subordination agent (incorporated by reference to Exhibit 4.5 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

Exhibit 4.5 EXECUTION VERSION INTERCREDITOR AGREEMENT (2019-1) Dated as of December 9, 2019 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee under the Sun Country Pass Through Trust 2019-1A, Sun Country Pass Through Trust 2019-1B, and Sun Country Pass Through Trust 2019-1C, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity

February 8, 2021 EX-2.2

Certificate of Conversion (incorporated by reference to Exhibit 2.2 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

EX-2.2 3 d71456dex22.htm EX-2.2 Exhibit 2.2 CERTIFICATE OF CONVERSION PURSUANT TO SECTION 265 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Conversion is being duly executed and filed by SCA Acquisition Holdings, LLC, a Delaware limited liability company (the “Company”), to convert the Company to Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Corporation”), under t

February 8, 2021 EX-21.1

Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

EX-21.1 56 d71456dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF SUN COUNTRY AIRLINES HOLDINGS, INC. Name Jurisdiction of Incorporation SCA Acquisition Intermediate, LLC Delaware SCA Acquisition, LLC Delaware Sun Country, Inc. Minnesota

February 8, 2021 EX-10.28

Amendment No. 13 to Inventory Support and Services Agreement, dated as of November 1, 2011, by and between Delta Airlines, Inc. and MN Airlines, LLC (incorporated by reference to Exhibit 10.28 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

EX-10.28 38 d71456dex1028.htm EX-10.28 Exhibit 10.28 Amendment No. 13 to Technical Services Agreement This Amendment no. 13 (“Amendment”) to the Inventory Support & Services Agreement Between Delta Air Lines, Inc (“Delta”) and MN Airlines, LLC, (“Sun Country”) dated October 8, 2003, (the “Agreement”), shall be effective as of the 1st day of November, 2011 (“Effective Date”). WHEREAS, the parties h

February 8, 2021 CORRESP

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 8, 2021

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 8, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 8, 2021 EX-10.10

Air Transportation Services Agreement, dated as of December 13, 2019, by and between Sun Country, Inc. and Amazon.com Services, Inc. (incorporated by reference to Exhibit 10.10 to Sun Country Airlines Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-252858))

EX-10.10 20 d71456dex1010.htm EX-10.10 Exhibit 10.10 Execution Copy Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. [***] indicates that information has been redacted. AIR TRANSPORTATION SERVICES AGREEMENT DATED AS OF DECEMBER 13, 2019 BETWEEN SUN COUNTRY, INC. AND AMAZON.COM SERVI

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