Allegiant Travel Co.

06/30/2026 | Press release | Distributed by Public on 06/30/2026 06:59

Material Event (Form 8-K)

Item 8.01 Other Events.
Following Allegiant Travel Company's ("the Company" or "Allegiant") acquisition of Sun Country Airlines ("Sun Country") on May 13, 2026, our second quarter results will reflect consolidated financial and operational performance for the combined company from the date of close through quarter end. We now expect second quarter 2026 adjusted earnings per share for the combined entity to be at least $1.251, inclusive of Sun Country's results from May 13, 2026, through June 30, 2026. Key assumptions used in the calculation of adjusted earnings per share are summarized in the table below.
2nd Quarter 2026 Combined Entity Assumptions1
Fuel Cost per Gallon ~ $4.20
Effective Tax Rate 20%
Diluted Weighted Average Shares Outstanding (millions) 23.5
1Key assumptions used to estimate the second quarter 2026 combined entity adjusted earnings per share are preliminary and remain subject to change as the Company continues to complete purchase accounting and related valuation analyses in connection with the transaction.
The updated outlook exceeds the Company's previously provided standalone Allegiant Air guidance issued on April 30, 2026, which contemplated an adjusted loss per share1 of approximately $0.50 at the midpoint. The improved earnings outlook is driven primarily by the favorable demand environment that has persisted at both airlines throughout the duration of the quarter as well as a reduction in fuel expense during the month of June. On a standalone Allegiant Air basis, the Company now expects second quarter TRASM to increase more than 23 percent year-over-year, exceeding prior expectations.
In accordance with general instruction B.2 of Form 8-K, the information in this report that is being furnished pursuant to Item 8.01 of Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
Certain forward-looking financial information presented above is not presented in accordance with accounting principles generally accepted in the U.S. ("GAAP"). Non-GAAP financial figures may be useful to stakeholders, but should not be considered a substitute for GAAP figures. In reliance on the 'unreasonable efforts' exception in Item 10(e)(1)(i)(B) of SEC Regulation S-K, a reconciliation to the most comparable GAAP financial measure is not provided for adjusted earnings or loss per share. The Company is not able to reconcile this Non-GAAP financial figure without unreasonable effort because the special charge adjustments will not be known until the end of the indicated future periods and any range of projected values would be too broad to be meaningful. As a result, this information would not be significant to investors.
Forward Looking Statements
Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, statements in this Form 8-K that are not historical facts are forward-looking statements. These forward-looking statements are only estimates or predictions based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include our statements regarding our acquisition of Sun Country Airlines, future airline operations, revenue, expenses and earnings, available seat mile growth, expected capital expenditures, the cost of fuel, the timing of aircraft acquisitions and retirements, the number of contracted aircraft to be placed in service in the future, our ability to consummate announced aircraft transactions, as well as other information concerning future results of operations, business strategies, financing plans, competitive position, industry environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "guidance," "anticipate," "intend," "plan," "estimate," "project", "hope" or similar expressions.
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