SNCY 10-Q Quarterly Report Sept. 30, 2025 | Alphaminr
Sun Country Airlines Holdings, Inc.
ALPHAMINR

SNCY 10-Q Quarter ended Sept. 30, 2025

Balance Sheet
Cash Flow
Income Statement
Debt
sncy-20250930
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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, 2025
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-40217
SNYC 1.jpg
Sun Country Airlines Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 82-4092570
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2005 Cargo Road
Minneapolis , Minnesota
55450
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( 651 ) 681-3900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.01 per share SNCY
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated Filer ☐
Accelerated Filer ☑
Non-accelerated Filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Number of shares outstanding by each class of common stock, as of September 30, 2025:
Common Stock, $0.01 par value – 52,714,634 shares outstanding

Sun Country Airlines Holdings, Inc.
Form 10-Q
Table of Contents
Page
-2-
PART I. Financial Information
ITEM 1. FINANCIAL STATEMENTS
SUN COUNTRY AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share and share amounts)
September 30, 2025 December 31, 2024
(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents $ 111,834 $ 83,219
Restricted Cash 22,998 17,252
Investments 64,391 104,053
Accounts Receivable, net of an allowance for credit losses of $ 464 and $ 617 , respectively
50,113 35,296
Short-term Lessor Maintenance Deposits 1,146 521
Inventory, net of a reserve for obsolescence of $ 1,081 and $ 784 , respectively
11,672 10,467
Prepaid Expenses 18,143 13,837
Other Current Assets 4,504 1,939
Total Current Assets 284,801 266,584
Property & Equipment, net:
Aircraft and Flight Equipment 801,488 775,210
Aircraft and Flight Equipment Held for Operating Lease 93,548 124,383
Ground Equipment and Leasehold Improvements 50,683 46,550
Computer Hardware and Software 25,028 22,436
Finance Lease Assets 309,877 309,877
Rotable Parts 31,059 26,626
Total Property & Equipment 1,311,683 1,305,082
Accumulated Depreciation & Amortization ( 396,292 ) ( 334,993 )
Total Property & Equipment, net 915,391 970,089
Other Assets:
Goodwill 222,223 222,223
Other Intangible Assets, net of accumulated amortization of $ 33,411 and $ 29,903 , respectively
74,330 77,838
Operating Lease Right-of-use Assets 14,930 16,896
Aircraft Deposits 7,925 7,925
Long-term Lessor Maintenance Deposits 63,399 53,624
Other Assets 20,936 14,998
Total Other Assets 403,743 393,504
Total Assets $ 1,603,935 $ 1,630,177
See accompanying Notes to Condensed Consolidated Financial Statements
-3-
SUN COUNTRY AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share and share amounts)
September 30, 2025 December 31, 2024
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 51,729 $ 56,034
Accrued Salaries, Wages, and Benefits 39,952 38,327
Accrued Transportation Taxes 16,230 20,534
Air Traffic Liabilities 144,430 160,686
Finance Lease Obligations 21,166 20,175
Loyalty Program Liabilities 10,067 10,121
Operating Lease Obligations 3,517 3,281
Current Maturities of Long-term Debt, net 74,650 87,579
Income Tax Receivable Agreement Liability 1,192 10,325
Other Current Liabilities 13,480 15,228
Total Current Liabilities 376,413 422,290
Long-term Liabilities:
Finance Lease Obligations 235,086 251,087
Loyalty Program Liabilities 4,578 4,480
Operating Lease Obligations 14,697 17,369
Long-term Debt, net 226,640 239,543
Deferred Tax Liability 36,328 23,566
Income Tax Receivable Agreement Liability 85,977 87,369
Other Long-term Liabilities 14,004 14,100
Total Long-term Liabilities 617,310 637,514
Total Liabilities 993,723 1,059,804
Commitments and Contingencies (see Note 11 )
Stockholders' Equity:
Common stock, with $ 0.01 par value, 995,000,000 shares authorized, 60,531,661 and 59,500,970 issued and 52,714,634 and 53,157,964 outstanding at September 30, 2025 and December 31, 2024, respectively
605 595
Preferred stock, with $ 0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
— —
Treasury stock, at cost, 7,817,027 and 6,343,006 shares held at September 30, 2025 and December 31, 2024, respectively
( 125,936 ) ( 105,866 )
Additional Paid-In Capital 543,717 528,604
Retained Earnings 191,796 147,132
Accumulated Other Comprehensive Income (Loss) 30 ( 92 )
Total Stockholders' Equity 610,212 570,373
Total Liabilities and Stockholders' Equity $ 1,603,935 $ 1,630,177
See accompanying Notes to Condensed Consolidated Financial Statements
-4-
SUN COUNTRY AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Operating Revenues:
Passenger $ 201,098 $ 207,764 $ 701,654 $ 698,823
Cargo 44,023 29,165 106,983 78,560
Other 10,417 12,541 37,171 37,951
Total Operating Revenues 255,538 249,470 845,808 815,334
Operating Expenses:
Aircraft Fuel 48,583 54,737 163,738 187,229
Salaries, Wages, and Benefits 93,093 80,919 275,495 242,516
Maintenance 18,123 15,973 55,235 50,129
Sales and Marketing 6,982 7,748 25,378 26,819
Depreciation and Amortization 24,683 23,754 74,459 71,194
Ground Handling 11,467 11,568 34,227 32,090
Landing Fees and Airport Rent 16,811 15,979 48,615 44,431
Special Items, net 26 — 1,874 —
Other Operating, net 25,868 26,410 84,377 81,003
Total Operating Expenses 245,636 237,088 763,398 735,411
Operating Income 9,902 12,382 82,410 79,923
Non-operating Income (Expense):
Interest Income 1,452 1,659 4,960 5,907
Interest Expense ( 9,185 ) ( 11,049 ) ( 28,022 ) ( 33,238 )
Other, net ( 3 ) 12 ( 488 ) 55
Total Non-operating Expense, net ( 7,736 ) ( 9,378 ) ( 23,550 ) ( 27,276 )
Income Before Income Tax 2,166 3,004 58,860 52,647
Income Tax Expense 614 662 14,196 13,180
Net Income $ 1,552 $ 2,342 $ 44,664 $ 39,467
Net Income per share to common stockholders:
Basic $ 0.03 $ 0.04 $ 0.84 $ 0.75
Diluted $ 0.03 $ 0.04 $ 0.81 $ 0.72
Shares used for computation:
Basic 53,034,859 52,876,339 53,198,723 52,866,797
Diluted 54,682,164 54,780,672 54,988,198 54,990,437
See accompanying Notes to Condensed Consolidated Financial Statements
-5-
SUN COUNTRY AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net Income $ 1,552 $ 2,342 $ 44,664 $ 39,467
Other Comprehensive Income
Net unrealized gains on Available-for-Sale securities, net of deferred tax expense of $ 18 , $ 77 , $ 36 , and $ 24 , respectively
62 235 122 80
Other Comprehensive Income 62 235 122 80
Comprehensive Income $ 1,614 $ 2,577 $ 44,786 $ 39,547

See accompanying Notes to Condensed Consolidated Financial Statements
-6-
SUN COUNTRY AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands, except share amounts)
(Unaudited)
Nine Months Ended September 30, 2025
Warrants Common Stock Treasury Stock Additional Paid-in Capital Retained
Earnings 		Accumulated Other Comprehensive (Loss) Income Total
Shares Amount Shares Amount
December 31, 2024 4,109,135 59,500,970 $ 595 6,343,006 $ ( 105,866 ) $ 528,604 $ 147,132 $ ( 92 ) $ 570,373
Stock Issued for Stock-Based Awards — 673,953 7 — — 2,483 — — 2,490
Common Stock Repurchases and Excise Tax — — — 630,914 ( 10,000 ) — — — ( 10,000 )
Net Income — — — — — — 36,535 — 36,535
Amazon Warrants 252,869 — — — — 1,867 — — 1,867
Stock-based Compensation — — — — — 1,695 — — 1,695
Other Comprehensive Income — — — — — — — 57 57
March 31, 2025 4,362,004 60,174,923 $ 602 6,973,920 $ ( 115,866 ) $ 534,649 $ 183,667 $ ( 35 ) $ 603,017
Stock Issued for Stock-Based Awards — 115,375 1 — — 21 — — 22
Net Income — — — — — — 6,577 — 6,577
Amazon Warrants 252,869 — — — — 1,867 — — 1,867
Stock-based Compensation — — — — — 1,559 — — 1,559
Other Comprehensive Income — — — — — — — 3 3
June 30, 2025 4,614,873 60,290,298 $ 603 6,973,920 $ ( 115,866 ) $ 538,096 $ 190,244 $ ( 32 ) $ 613,045
Stock Issued for Stock-Based Awards — 241,363 2 — — 1,135 — — 1,137
Common Stock Repurchases and Excise Tax — — — 843,107 ( 10,070 ) — — — ( 10,070 )
Net Income — — — — — — 1,552 — 1,552
Amazon Warrants 379,304 — — — — 2,800 — — 2,800
Stock-based Compensation — — — — — 1,686 — — 1,686
Other Comprehensive Income — — — — — — — 62 62
September 30, 2025 4,994,177 60,531,661 $ 605 7,817,027 $ ( 125,936 ) $ 543,717 $ 191,796 $ 30 $ 610,212
Nine Months Ended September 30, 2024
Warrants Common Stock Treasury Stock Additional Paid-in Capital Retained
Earnings 		Accumulated Other Comprehensive Loss Total
Shares Amount Shares Amount
December 31, 2023 3,224,093 58,878,723 $ 589 5,587,722 $ ( 94,341 ) $ 513,988 $ 94,229 $ ( 62 ) $ 514,403
Stock Issued for Stock-Based Awards — 75,606 1 — — 110 — — 111
Common Stock Repurchases and Excise Tax — — — 755,284 ( 11,596 ) — — — ( 11,596 )
Net Income — — — — — — 35,313 — 35,313
Amazon Warrants 189,652 — — — — 1,400 — — 1,400
Stock-based Compensation — — — — — 1,514 — — 1,514
Other Comprehensive Loss — — — — — — — ( 139 ) ( 139 )
March 31, 2024 3,413,745 58,954,329 $ 590 6,343,006 $ ( 105,937 ) $ 517,012 $ 129,542 $ ( 201 ) $ 541,006
Stock Issued for Stock-Based Awards — 195,760 2 — — 587 — — 589
Common Stock Repurchases, Excise Tax — — — — 23 — — — 23
Net Income — — — — — — 1,812 — 1,812
Amazon Warrants 252,869 — — — — 1,867 — — 1,867
Stock-based Compensation — — — — — 1,570 — — 1,570
Other Comprehensive Loss — — — — — — — ( 16 ) ( 16 )
June 30, 2024 3,666,614 59,150,089 $ 592 6,343,006 $ ( 105,914 ) $ 521,036 $ 131,354 $ ( 217 ) $ 546,851
Stock Issued for Stock-Based Awards — 132,749 1 — — 212 — — 213
Common Stock Repurchases, Excise Tax — — — — 15 — — — 15
Net Income — — — — — — 2,342 — 2,342
Amazon Warrants 189,652 — — — — 1,400 — — 1,400
Stock-based Compensation — — — — — 1,490 — — 1,490
Other Comprehensive Income — — — — — — — 235 235
September 30, 2024 3,856,266 59,282,838 $ 593 6,343,006 $ ( 105,899 ) $ 524,138 $ 133,696 $ 18 $ 552,546
See accompanying Notes to Condensed Consolidated Financial Statements
-7-
SUN COUNTRY AIRLINES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended September 30,
2025 2024
Net Income $ 44,664 $ 39,467
Adjustments to reconcile Net Income to Cash Provided by Operating Activities:
Depreciation and Amortization 74,459 71,194
Deferred Income Taxes 12,726 10,414
Other, net 4,032 7,409
Changes in Operating Assets and Liabilities:
Accounts Receivable ( 9,581 ) 5,947
Inventory ( 1,928 ) ( 3,254 )
Prepaid Expenses ( 4,306 ) 2,597
Lessor Maintenance Deposits ( 10,400 ) ( 12,766 )
Other Assets ( 4,706 ) ( 1,683 )
Accounts Payable ( 4,403 ) ( 8,544 )
Accrued Transportation Taxes ( 4,304 ) ( 3,363 )
Air Traffic Liabilities ( 16,255 ) ( 26,458 )
Loyalty Program Liabilities 44 446
Operating Lease Obligations ( 2,436 ) ( 1,454 )
Other Liabilities 595 ( 5,649 )
Net Cash Provided by Operating Activities 78,201 74,303
Cash Flows Provided by Investing Activities:
Purchases of Property & Equipment ( 29,140 ) ( 42,615 )
Proceeds from the Sale of Property & Equipment 16,233 10,616
Purchases of Investments ( 33,610 ) ( 55,655 )
Proceeds from the Maturities of Investments 73,479 107,750
Other, net 198 842
Net Cash Provided by Investing Activities 27,160 20,938
Cash Flows Used in Financing Activities:
Common Stock Repurchases ( 20,015 ) ( 11,493 )
Proceeds from Borrowings 54,000 10,000
Repayment of Finance Lease Obligations ( 15,010 ) ( 26,249 )
Repayment of Borrowings ( 80,023 ) ( 60,776 )
Tax Receivable Agreement Payment ( 10,525 ) ( 3,350 )
Other, net 573 387
Net Cash Used in Financing Activities ( 71,000 ) ( 91,481 )
Net Increase in Cash, Cash Equivalents and Restricted Cash 34,361 3,760
Cash, Cash Equivalents and Restricted Cash--Beginning of the Period 100,471 63,680
Cash, Cash Equivalents and Restricted Cash--End of the Period $ 134,832 $ 67,440
Non-cash transactions:
Aircraft Acquired under Finance Lease $ — $ 40,116
Aircraft Acquired from the Exercise of Finance Lease Purchase Option, net of Accumulated Depreciation $ — $ 11,634
Maintenance Rights Asset Capitalized into Aircraft and Flight Equipment upon End of Lease $ 4,697 $ —
Maintenance Rights Asset Converted to Accounts Receivable upon End of Lease $ 3,982 $ —
Changes to Finance Lease Assets due to Lease Modifications $ — $ 6,513
The following provides a reconciliation of Cash, Cash Equivalents and Restricted Cash to the amounts reported on the Condensed Consolidated Balance Sheets:
September 30, 2025 September 30, 2024
Cash and Cash Equivalents $ 111,834 $ 56,791
Restricted Cash 22,998 10,649
Total Cash, Cash Equivalents and Restricted Cash $ 134,832 $ 67,440
See accompanying Notes to Condensed Consolidated Financial Statements
-8-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
1. BASIS OF PRESENTATION
Sun Country Airlines Holdings, Inc. (together with its consolidated subsidiaries, "Sun Country" or the "Company") is the parent company of Sun Country, Inc., which is a certificated air carrier providing scheduled passenger service, air cargo service, charter air transportation and related services.
The Company has prepared the unaudited Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (“GAAP”) and has included the accounts of Sun Country Airlines Holdings, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in the audited annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for Form 10-Q. Therefore, the accompanying unaudited Condensed Consolidated Financial Statements of Sun Country Airlines Holdings, Inc. should be read in conjunction with the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC ("2024 10-K"). These unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments that are necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the respective periods presented. All material intercompany balances and transactions have been eliminated in consolidation.
The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Due to impacts from seasonal variations in the demand for air travel, the volatility of aircraft fuel prices, the impact of macroeconomic conditions, and other factors, operating results for the nine months ended September 30, 2025 are not necessarily indicative of operating results for other interim periods or for the full year ending December 31, 2025.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires, among other disclosures, greater disaggregation of information, the use of certain categories in the rate reconciliation, and the disaggregation of income taxes paid by jurisdiction. The ASU is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company intends to adopt this standard retrospectively within its Annual Report on Form 10-K for the year ended December 31, 2025. Upon adoption of this ASU, the Company will include the incremental disclosures in the footnotes to its Consolidated Financial Statements, as required.
2. REVENUE
Sun Country is a certificated air carrier generating Operating Revenues from Passenger (consisting of Scheduled Service, Charter, and Ancillary), Cargo and Other revenue. Scheduled Service revenue mainly consists of base fares. Charter revenue is primarily generated through service provided to the U.S. Department of Defense ("DoD"), collegiate and professional sports teams, and casinos. Ancillary revenue consists of revenue earned from air travel-related services, such as: baggage fees, seat selection fees, other fees and on-board sales. Cargo consists of revenue earned from flying cargo aircraft for Amazon.com Services, Inc. (together with its affiliates, “Amazon”) under the Amended and Restated Air Transportation Services Agreement (the “A&R ATSA”). Other revenue consists primarily of revenue from services in
-9-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
connection with Sun Country Vacations products, rental revenue related to certain transactions where the Company serves as a lessor, and revenue for the brand and marketing performance obligation related to the Company's co-branded credit card program. The Company recognized rental revenue of $ 7,135 and $ 10,092 , during the three months ended September 30, 2025 and 2024, respectively; and $ 26,751 and $ 29,240 during the nine months ended September 30, 2025 and 2024, respectively.
In June 2024, the Company entered into the A&R ATSA with Amazon that increased the number of Boeing 737-800 cargo aircraft that Sun Country operates on behalf of Amazon from 12 to 20 in 2025. For more information on the A&R ATSA, see Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" included within Part II, Item 8 of the 2024 10-K. During the nine months ended September 30, 2025, the Company received and placed in-service all eight additional cargo aircraft under the A&R ATSA.
In March 2025, the Company entered into a Credit Card Program Agreement for a new co-branded credit card program ("Credit Card Program"). The Credit Card Program launched in the third quarter of 2025. Upon launch of the program, the Company received a one-time payment of $ 1,016 , which was recorded as a contract liability. The one-time payment will be amortized into Other Revenue on a straight-line basis over the term of the agreement. Subject to certain exceptions, the Credit Card Program has a term of seven years following its launch.
The significant categories comprising Operating Revenues are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Scheduled Service $ 76,746 $ 83,784 $ 308,406 $ 313,056
Charter 58,673 50,769 167,636 149,090
Ancillary 65,679 73,211 225,612 236,677
Passenger 201,098 207,764 701,654 698,823
Cargo 44,023 29,165 106,983 78,560
Other 10,417 12,541 37,171 37,951
Total Operating Revenues $ 255,538 $ 249,470 $ 845,808 $ 815,334
The Company attributes and measures its Operating Revenues by geographic region as defined by the U.S. Department of Transportation ("DOT") for airline reporting based upon the origin of each passenger and cargo flight segment.
The Company’s operations are highly concentrated in the U.S., but include service to many international locations, primarily consisting of scheduled service to Latin America and military charter service to various international destinations.
Total Operating Revenues by geographic region are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Domestic $ 251,698 $ 245,722 $ 809,976 $ 783,834
Latin America 3,840 3,748 35,733 31,500
Other — — 99 —
Total Operating Revenues $ 255,538 $ 249,470 $ 845,808 $ 815,334
-10-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
Contract Balances
The Company’s contract assets primarily relate to costs incurred to prepare the Amazon cargo aircraft for service under the original ATSA and the A&R ATSA, as well as warrants that have vested and will be amortized against Cargo revenue over the remaining term of the A&R ATSA. The balances are included in Other Current Assets and Other Assets on the Condensed Consolidated Balance Sheets.
The Company’s contract liabilities are primarily comprised of: 1) ticket sales for transportation that have not yet been provided (reported as Air Traffic Liabilities on the Condensed Consolidated Balance Sheets), 2) outstanding loyalty points that may be redeemed for future travel and other non-air travel awards (reported as Loyalty Program Liabilities on the Condensed Consolidated Balance Sheets), 3) the Amazon Deferred Up-front Payment received under the original ATSA (reported within Other Current Liabilities and Other Long-term Liabilities on the Condensed Consolidated Balance Sheets), and 4) a one-time payment received upon launch of the co-branded Credit Card Program (reported within Other Current Liabilities and Other Long-term Liabilities on the Condensed Consolidated Balance Sheets).
Contract Assets and Liabilities are as follows:
September 30, 2025 December 31, 2024
Contract Assets
Amazon Contract $ 11,752 $ 4,135
Total Contract Assets $ 11,752 $ 4,135
Contract Liabilities
Air Traffic Liabilities $ 144,430 $ 160,686
Loyalty Program Liabilities 14,645 14,601
Amazon Contract 1,773 1,612
Credit Card Program 1,013 —
Total Contract Liabilities $ 161,861 $ 176,899
The balance in the Air Traffic Liabilities fluctuates with seasonal travel patterns. Most tickets can be purchased no more than 12 months in advance, therefore any revenue associated with tickets sold for future travel will be recognized within that timeframe. For the nine months ended September 30, 2025, $ 155,471 of revenue was recognized in Passenger revenue that was included in the Air Traffic Liabilities as of December 31, 2024.
Loyalty Program
The Sun Country Rewards program provides loyalty awards to program members based on accumulated loyalty points. The Company records a liability for loyalty points earned by passengers under the Sun Country Rewards program using two methods: 1) a liability for points that are earned by passengers on purchases of the Company’s services is established by deferring revenue based on the redemption value, net of estimated loyalty points that will expire unused, or breakage; and 2) a liability for points attributed to loyalty points issued to the Company’s co-branded credit card holders is established by deferring a portion of payments received from the Company’s co-branded agreement. The balance of the Loyalty Program Liabilities fluctuates based on seasonal patterns, which impacts the volume of loyalty points awarded through travel or issued to co-branded credit card and other partners (deferral of revenue) and loyalty points
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SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
redeemed (recognition of revenue). Due to these reasons, the timing of loyalty point redemptions can vary significantly.
Changes in the Loyalty Program Liabilities are as follows:
2025 2024
Balance – January 1 $ 14,601 $ 13,737
Loyalty Points Earned 6,711 6,573
Loyalty Points Redeemed (1) (2)
( 6,667 ) ( 6,128 )
Balance – September 30
$ 14,645 $ 14,182
______________________
(1) Loyalty points are combined in one homogenous pool, which includes both air and non-air travel awards, and are not separately identifiable. As such, the revenue recognized is comprised of points that were part of the Loyalty Program Liabilities balance at the beginning of the period, as well as points that were earned during the period.
(2) Includes Other Deferred Loyalty payments, net of the amount earned.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Numerator:
Net Income $ 1,552 $ 2,342 $ 44,664 $ 39,467
Denominator:
Weighted Average Common Shares Outstanding - Basic 53,034,859 52,876,339 53,198,723 52,866,797
Dilutive effect of Stock Options, RSUs and Warrants 1,647,305 1,904,333 1,789,475 2,123,640
Weighted Average Common Shares Outstanding - Diluted 54,682,164 54,780,672 54,988,198 54,990,437
Anti-dilutive effect of Stock Options, RSUs and Warrants excluded from calculation of Dilutive effect 5,798,387 4,805,638 3,961,969 4,631,203
Basic earnings per share $ 0.03 $ 0.04 $ 0.84 $ 0.75
Diluted earnings per share $ 0.03 $ 0.04 $ 0.81 $ 0.72

-12-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
4. AIRCRAFT
As of September 30, 2025, Sun Country's fleet consisted of 70 Boeing 737-NG aircraft, comprised of 65 Boeing 737-800s and five Boeing 737-900ERs.
The following tables summarize the Company’s aircraft fleet activity for the nine months ended September 30, 2025 and 2024, respectively:
December 31, 2024
Additions Reclassifications Removals
September 30, 2025
Passenger:
Owned 34 — 1 ( 1 )

34
Finance leases 11 — — — 11
Sun Country Airlines’ Fleet 45 — 1 ( 1 ) 45
Cargo:
Aircraft Operated for Amazon 12 8 — — 20
Other:
Owned Aircraft Held for Operating Lease 4 — ( 1 ) — 3
Subleased Aircraft (1)
2 — — — 2
Total Aircraft 63 8 — ( 1 ) 70
December 31, 2023 Additions Reclassifications Removals September 30, 2024
Passenger:
Owned 29 1 1 — 31
Finance leases 13 1 ( 1 ) — 13
Sun Country Airlines’ Fleet 42 2 — — 44
Cargo:
Aircraft Operated for Amazon 12 — — — 12
Other:
Owned Aircraft Held for Operating Lease 5 — — — 5
Subleased Aircraft (1)
1 1 — — 2
Total Aircraft 60 3 — — 63
(1) The head leases associated with these subleases are classified as finance leases.
During the nine months ended September 30, 2025, the Company received and placed in-service all eight additional cargo aircraft under the A&R ATSA. During the nine months ended September 30, 2025, amendments were executed to extend the lease expiry terms for three Owned Aircraft Held for Operating Lease, which now expire over various dates through the fourth quarter of 2026. During the nine months ended September 30, 2025, an amendment was executed to extend the lease expiry terms for one of the Company's subleased aircraft, which now expires in the second quarter of 2026. During the nine months ended September 30, 2025, the Company retired one owned aircraft. Of the 37 Owned aircraft and Owned Aircraft Held for Operating Lease as of September 30, 2025, 31 aircraft were financed, five aircraft have
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SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
been pledged to support the ability to efficiently utilize the Company's four-year $ 75,000 revolving credit facility (“Revolving Credit Facility”) entered into during March 2025, and one aircraft was unencumbered. See Note 5 for more information on the Company's Revolving Credit Facility.
Upon acquisition of the Owned Aircraft held for Operating Lease in March 2023, the Company recognized a Maintenance Rights Asset associated with the acquired leases. During the three months ended June 30, 2025, the Company accepted delivery one of the Owned Aircraft Held for Operating Lease that was previously leased to an unaffiliated airline. Based on the maintenance condition of the one aircraft returned in 2025, the Maintenance Rights Asset settlement resulted in capitalized asset improvements of $ 4,697 and cash received from the lessee in excess of the Maintenance Rights Asset totaling $ 2,716 . The cash received for end of lease compensation in excess of the Maintenance Rights Asset was recognized within Other Revenue in the Company’s Condensed Consolidated Statement of Operations during the three months ended June 30, 2025. The aircraft was placed in-service as of September 30, 2025.
During the nine months ended September 30, 2024, the Company acquired one incremental aircraft and took control of two aircraft through finance lease arrangements, one of which was subsequently subleased to an unaffiliated airline. Further, the Company purchased one aircraft previously classified as a finance lease.
Depreciation and amortization expense on aircraft are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
Aircraft Status Expense Type 2025 2024 2025 2024
Owned Depreciation $ 14,843 $ 14,011 $ 43,736 $ 42,519
Finance Leased Amortization 5,206 5,666 15,617 16,833
$ 20,049 $ 19,677 $ 59,353 $ 59,352
5. DEBT
Credit Facilities
In March 2025, the Company executed a new $ 75,000 Revolving Credit Facility with a group of lenders. The new Revolving Credit Facility replaces the Company's previous $ 25,000 revolving credit facility. The interest rate on borrowings is determined using a base rate plus an applicable margin of 2.5 %. In addition, there is a commitment fee on the unused Revolving Credit Facility of 0.6 %. The Revolving Credit Facility is guaranteed by the Company and secured by a pool of collateral. Accordingly, the Company pledged certain assets as collateral, including certain previously unencumbered aircraft, to support the ability to efficiently utilize the Revolving Credit Facility. Available funds from the Revolving Credit Facility can be used for general corporate purposes. The Revolving Credit Facility includes financial covenants that require the Company to maintain: 1) minimum liquidity, as defined within the agreement, of not less than $ 55,000 , 2) a minimum adjusted EBITDAR of $ 110,000 for any four consecutive fiscal quarters and 3) a minimum ratio of the borrowing base of the collateral to outstanding obligations under the Revolving Credit Facility of not less than 1.0 to 1.0. The Company was in compliance with these financial covenants as of September 30, 2025. As of September 30, 2025, the Company had $ 75,000 of financing available through the Revolving Credit Facility.
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SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
Long-term Debt
2025 Term Loan Facility
In September 2025, the Company executed a term loan facility with a face amount of $ 108,000 ("2025 Term Loan Facility") for the purpose of refinancing the Company's five Boeing 737-900ER aircraft, of which three are on lease to an unaffiliated airline. The Company's five Boeing 737-900ERs are pledged as collateral. During the three months ended September 30, 2025, the Company drew $ 54,000 from the 2025 Term Loan Facility. The proceeds were used to repay the remaining $ 20,953 of the term loan credit facility executed in March 2023 ("2023 Term Loan Credit Facility") with the remainder to be used for general corporate purposes. The 2025 Term Loan Facility is repaid quarterly through September 2032, with the remaining balance due and payable in a single payment upon maturity.
The fixed interest rate on the 2025 Term Loan Facility is 5.98 %, which was determined using a base rate plus an applicable margin of 2.60 %. During the three months ended September 30, 2025, the Company recorded $ 1,059 in debt issuance costs associated with the 2025 Term Loan Facility. As of September 30, 2025, the Company had $ 54,000 of financing available through the 2025 Term Loan Facility. All remaining financing through the 2025 Term Loan Facility must be drawn by December 19, 2025.
2023 Term Loan Credit Facility
During the three months ended March 31, 2023, the Company executed the 2023 Term Loan Credit Facility with a face amount of $ 119,200 for the purpose of financing the initial acquisition of five Boeing 737-900ER aircraft. On the acquisition date, all five aircraft were on lease to an unaffiliated airline. The loan was repaid monthly. During the lease term, payments collected from the lessee were applied directly to the repayment of principal and interest on the 2023 Term Loan Credit Facility. The Owned Aircraft Held for Operating Lease, as well as the related lease payments received from the lessee, are pledged as collateral. In December 2024, the Company made a partial repayment of $ 60,000 on the 2023 Term Loan Credit Facility using proceeds from the reissued Class C trust certificates Series 2019-1.
During the three months ended September 30, 2025, the Company repaid the outstanding balance of $ 20,953 of the 2023 Term Loan Credit Facility in full using proceeds received from the 2025 Term Loan Facility. The Company recorded a $ 391 loss on extinguishment of debt during the three months ended September 30, 2025 in connection with repayment of the 2023 Term Loan Credit Facility, which represents the write-off of the remaining unamortized deferred financing costs.
Pass-Through Trust Certificates
During March 2022, the Company arranged for the issuance of Class A and Class B certificates Series 2022-1 (the "2022-1 EETC") in an aggregate face amount of $ 188,277 for the purpose of financing or refinancing 13 aircraft. The Company is required to make bi-annual principal and interest payments each March and September, through March 2031. These notes bear interest at an annual rate between 4.84 % and 5.75 %. The weighted average interest rate was 5.04 % as of September 30, 2025.
In December 2019, the Company arranged for the issuance of Class A, Class B and Class C trust certificates Series 2019-1 (the “2019-1 EETC”), in an aggregate face amount of $ 248,587 for the purpose of financing or refinancing 13 aircraft, which was completed in 2020. The Company is required to make bi-annual principal and interest payments each June and December, through December 2027.
In December 2024, the Company reissued Class C trust certificates from the 2019-1 EETC, which had previously been repaid, in an aggregate face amount of $ 60,000 and concurrently applied the proceeds to
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SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
repay a portion of the 2023 Term Loan Credit Facility. The reissued Class C trust certificates had no impact on the bi-annual payment schedule or the term of the 2019-1 EETC. The 2019-1 EETC notes bear interest at an annual rate between 4.13 % and 7.10 %. The weighted average interest rate was 5.43 % as of September 30, 2025.
Long-term Debt includes the following:
September 30, 2025 December 31, 2024
2019-1 EETC (see terms and conditions above) $ 131,811 $ 158,510
2022-1 EETC (see terms and conditions above) 118,288 138,532
2023 Term Loan Credit Facility (see terms and conditions above) — 33,080
2025 Term Loan Facility (see terms and conditions above) 54,000 —
Total Debt 304,099 330,122
Less: Unamortized debt issuance costs ( 2,809 ) ( 3,000 )
Less: Current Maturities of Long-term Debt, net ( 74,650 ) ( 87,579 )
Total Long-term Debt, net $ 226,640 $ 239,543
Future maturities of the outstanding Debt are as follows:
Debt Principal
Payments 		Amortization of Debt
Issuance Costs 		Net Debt
Remainder of 2025
$ 31,687 $ ( 278 ) $ 31,409
2026 63,363 ( 912 ) 62,451
2027 90,556 ( 699 ) 89,857
2028 24,646 ( 364 ) 24,282
2029 32,262 ( 263 ) 31,999
Thereafter 61,585 ( 293 ) 61,292
Total as of September 30, 2025
$ 304,099 $ ( 2,809 ) $ 301,290
The fair value of Debt was $ 293,647 as of September 30, 2025 and $ 311,103 as of December 31, 2024. The fair value of the Company’s debt was based on the discounted amount of future cash flows using the Company’s end-of-period estimated incremental borrowing rate for similar obligations. The estimates were primarily based on Level 3 inputs.
-16-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
6. INVESTMENTS
A summary of debt securities by major security type:
September 30, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available-for-Sale Securities: (1)
Municipal Debt Securities $ 1,352 $ 4 $ — $ 1,356
Corporate Debt Securities 38,818 52 ( 19 ) 38,851
U.S. Government Agency Securities 17,683 6 ( 1 ) 17,688
Total $ 57,853 $ 62 $ ( 20 ) $ 57,895
December 31, 2024
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available-for-Sale Securities: (1)
Corporate Debt Securities $ 53,452 $ 22 $ ( 40 ) $ 53,434
U.S. Government Agency Securities 44,303 2 ( 103 ) 44,202
Total $ 97,755 $ 24 $ ( 143 ) $ 97,636
(1)
The Company also holds Certificates of Deposit that are included in Investments on the Condensed Consolidated Balance Sheets totaling $ 6,496 and $ 6,417 as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the unrealized losses were the result of changes in market interest rates and were not the result of a deterioration in the credit quality of the securities. As of September 30, 2025, the Company expects any unrealized losses to be recoverable prior to the investment's conversion to cash.
7. FAIR VALUE MEASUREMENTS
The following table summarizes the assets measured at fair value on a recurring basis:
September 30, 2025
Level 1 Level 2 Level 3 Total
Cash and Cash Equivalents $ 96,915 $ 14,919 $ — $ 111,834
Available-for-Sale Securities:
Municipal Debt Securities — 1,356 — 1,356
Corporate Debt Securities — 38,851 — 38,851
U.S. Government Agency Securities — 17,688 — 17,688
Total Available-for-Sale Securities — 57,895 — 57,895
Certificates of Deposit 6,496 — — 6,496
Total Assets Measured at Fair Value on a Recurring Basis $ 103,411 $ 72,814 $ — $ 176,225
-17-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)

December 31, 2024
Level 1 Level 2 Level 3 Total
Cash and Cash Equivalents $ 83,219 $ — $ — $ 83,219
Available-for-Sale Securities:
Corporate Debt Securities — 53,434 — 53,434
U.S. Government Agency Securities — 44,202 — 44,202
Total Available-for-Sale Securities — 97,636 — 97,636
Certificates of Deposit 6,417 — — 6,417
Total Assets Measured at Fair Value on a Recurring Basis $ 89,636 $ 97,636 $ — $ 187,272
8. INCOME TAXES
The Company's effective tax rate for the three and nine months ended September 30, 2025 was 28.3 % and 24.1 %, respectively. The Company's effective tax rate for the three and nine months ended September 30, 2024 was 22.0 % and 25.0 %, respectively. The effective tax rate represents a blend of federal and state taxes and includes the impact of certain nondeductible or nontaxable items. The effective tax rate in both periods was impacted by permanent stock compensation items.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The Company's effective tax rate for 2025 is not expected to materially change as a result of the legislation.
Tax Receivable Agreement
The total Tax Receivable Agreement ("TRA") balance as of September 30, 2025 and December 31, 2024 was $ 87,169 and $ 97,694 , of which $ 1,192 and $ 10,325 was current, respectively. The TRA liability is an estimate and actual amounts payable and/or the timing of TRA payments could differ from this estimate. For example, changes to full year taxable income, as well as changes in tax laws may impact the timing of TRA liability payments. The decrease in the current portion of the TRA balance is primarily due to the OBBBA enacted on July 4, 2025. During the nine months ended September 30, 2025 and 2024, the Company made payments of $ 10,525 and $ 3,350 , respectively, to the pre-IPO stockholders (the “TRA holders”), which includes certain members of the Company's management and certain members of the Company's Board of Directors. The payment is included within Financing Activities on the Condensed Consolidated Statements of Cash Flows. Payments will be made in future periods as attributes that existed at the time of the IPO (the “Pre-IPO Tax Attributes”) are utilized.
9. SPECIAL ITEMS, NET
Special Items, net reflects expenses, or credits to expense, that are not representative of our ongoing costs for the periods presented and may vary from period to period in nature, frequency, and amount.
In March 2025, the Company's flight attendants, represented by the International Brotherhood of Teamsters, ratified a new five-year collective bargaining agreement. Upon ratification of the new agreement, eligible flight attendants became entitled to a one-time ratification bonus. Eligibility requirements stipulate that flight attendants must be on the seniority list as of the ratification date, have completed probation, and hold an active status in order to receive the bonus payment. Certain portions of the ratification bonus will be paid in future periods as flight attendants on the seniority list as of the ratification date complete their probationary period or change their status from inactive to active. Ratification bonuses were paid to all eligible flight
-18-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
attendants during the nine months ended September 30, 2025, per the collective bargaining agreement. The Company recognized ratification bonuses of $ 26 and $ 1,874 , including $ 2 and $ 144 of payroll-related tax expense, for the three and nine months ended September 30, 2025, respectively. These items were included within Special Items, net on the Company's Condensed Consolidated Statements of Operations.
10. STOCKHOLDERS' EQUITY
Equity Transactions
Common Stock Repurchases
The Company may purchase shares of its Common Stock on a discretionary basis from time-to-time through open market repurchases, privately negotiated transactions, accelerated share repurchase, or other means, including through Rule 10b5-1 trading plans.
During the three months ended March 31, 2025, the Company announced the commencement of a secondary public offering of 6,346,105 shares of its Common Stock by the SCA Horus Stockholder. Upon completion of the secondary public offering, the SCA Horus Stockholder did not own any shares of the Company’s Common Stock. The Company did not receive any of the proceeds from the offering. The Company received authorization from its Board of Directors to repurchase up to $ 10,000 of its Common Stock in connection with this offering. The underwriters agreed to sell to the Company, and the Company agreed to purchase up to $ 10,000 of the Company's Common Stock from the underwriters equal to the price at which the underwriter purchased the shares from the SCA Horus Stockholder. As part of this transaction, the Company repurchased 630,914 shares of its Common Stock, for a total cost of $ 10,000 , or an average price of $ 15.85 per share. The Company incurred offering expenses of $ 481 in conjunction with the secondary public offering.
During the three months ended June 30, 2025, the Company's Board of Directors authorized $ 25,000 to repurchase shares of the Company's Common Stock. During the three months ended September 30, 2025, the Company repurchased 843,107 shares of its Common Stock at a total cost of $ 10,015 , inclusive of commissions paid, or an average price of $ 11.88 per share. The repurchases were open market purchases. As of September 30, 2025, there was $ 15,000 remaining of authorization from the Company's Board of Directors to repurchase shares of the Company's Common Stock.
During the nine months ended September 30, 2024, the Company repurchased 755,284 shares of its Common Stock at a total cost of $ 11,493 , inclusive of commissions paid, or an average price of $ 15.22 per share. The repurchases were open market purchases.
Amazon Agreement
On December 13, 2019, the Company signed a six-year contract with Amazon to provide cargo services under the ATSA. In connection with the ATSA, the Company issued warrants to Amazon to purchase an aggregate of up to 9,482,606 shares of common stock at an exercise price of approximately $ 15.17 per share. During the nine months ended September 30, 2025 and 2024, 885,042 and 632,173 warrants vested in each respective period. As of September 30, 2025 and 2024, the cumulative vested warrants held by Amazon were 4,994,177 and 3,856,266 , respectively. The exercise period for these warrants extends through the eighth anniversary of the issue date. No incremental warrants were issued, nor was the original warrant agreement modified, upon the signing of the A&R ATSA.
-19-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
11. COMMITMENTS AND CONTINGENCIES
The Company has contractual obligations and commitments primarily with regard to lease arrangements, repayment of debt (see Note 5 ), payments under the TRA (see Note 8 ), and probable future purchases of aircraft.
The Company is subject to an audit by the Internal Revenue Service (“IRS”) related to the collection of federal excise taxes on optional passenger seat selection charges covering the period of October 1, 2021 through June 30, 2023. During 2024, the Company received an assessment of approximately $ 2,700 from the IRS related to the results of the audit. As of September 30, 2025, the Company has appealed the results of the audit through a formal protest with the IRS and there has been no further change in status on this matter. The Company believes a loss in this matter is not probable and has not recognized a loss contingency as of September 30, 2025.
The Company is subject to various legal proceedings in the normal course of business and expenses legal costs as incurred. Management does not believe these proceedings will have a materially adverse effect on the Company.
12. OPERATING SEGMENTS
The Company has two operating and reportable segments: Passenger and Cargo, which are determined by the services provided and fleet utilized. The Chief Operating Decision Maker ("CODM") makes resource allocation decisions with the objective of generating high returns and margins and mitigating the seasonality of the Company’s route network. Operating Income is the measure of segment profit that is the most consistent with the amounts presented in the Company’s Condensed Consolidated Financial Statements, as well as the measure the CODM uses to assess segment performance. The accounting policies for the Company’s reportable segments are consistent with those described in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" included within Part II, Item 8 of the 2024 10-K. There are no intercompany transactions between the Company’s reportable segments.
The following tables present financial information for the Company’s two operating segments: Passenger and Cargo. Certain non-fuel operating expenses are allocated between Passenger and Cargo based on metrics such as block hours, fleet count and departures, which best align with the nature of the respective expense. Other Operating, net includes crew and other employee travel, interrupted trip expenses, information technology, property taxes and insurance, including hull-liability insurance, supplies, legal and other professional fees, facilities and all other administrative and operational overhead expenses. The CODM does not consider Interest Income, Interest Expense, and Other Income, net, in assessing the financial performance of its operating segments. Collectively, these items are included in reconciling reporting segment financial amounts to the consolidated financial amounts.
Nearly all of the Company’s long-lived assets are associated with the Passenger operating segment. Therefore, predominately all depreciation and amortization expense is associated with the Passenger operating segment. Substantially all the Company’s tangible assets are located in the U.S. The Company's Aircraft and Flight equipment are mobile across geographic markets. As a result, assets by segment are not reviewed by the CODM and have not been presented herein.
-20-
SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
The following table presents financial information for the Company’s two segments.
Three Months Ended September 30, 2025 Three Months Ended September 30, 2024
Passenger Cargo Total Passenger Cargo Total
Operating Revenues $ 211,515 $ 44,023 $ 255,538 $ 220,305 $ 29,165 $ 249,470
Operating Expenses:
Aircraft Fuel 48,464 119 48,583 54,701 36 54,737
Salaries, Wages, and Benefits 63,332 29,761 93,093 62,317 18,602 80,919
Maintenance 12,349 5,774 18,123 12,171 3,802 15,973
Sales and Marketing 6,982 — 6,982 7,748 — 7,748
Depreciation and Amortization 24,678 5 24,683 23,749 5 23,754
Ground Handling 11,467 — 11,467 11,563 5 11,568
Landing Fees and Airport Rent 16,600 211 16,811 15,829 150 15,979
Special Items, net 26 — 26 — — —
Other Operating, net 17,898 7,970 25,868 21,534 4,876 26,410
Total Operating Expenses 201,796 43,840 245,636 209,612 27,476 237,088
Operating Income $ 9,719 $ 183 9,902 $ 10,693 $ 1,689 12,382
Interest Income 1,452 1,659
Interest Expense ( 9,185 ) ( 11,049 )
Other, net ( 3 ) 12
Income Before Income Tax $ 2,166 $ 3,004
Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
Passenger Cargo Total Passenger Cargo Total
Operating Revenues $ 738,825 $ 106,983 $ 845,808 $ 736,774 $ 78,560 $ 815,334
Operating Expenses:
Aircraft Fuel 163,550 188 163,738 187,185 44 187,229
Salaries, Wages, and Benefits 206,992 68,503 275,495 190,413 52,103 242,516
Maintenance 41,130 14,105 55,235 39,428 10,701 50,129
Sales and Marketing 25,378 — 25,378 26,819 — 26,819
Depreciation and Amortization 74,445 14 74,459 71,179 15 71,194
Ground Handling 34,227 — 34,227 32,076 14 32,090
Landing Fees and Airport Rent 48,084 531 48,615 43,980 451 44,431
Special Items, net 1,874 — 1,874 — — —
Other Operating, net 64,698 19,679 84,377 65,929 15,074 81,003
Total Operating Expenses 660,378 103,020 763,398 657,009 78,402 735,411
Operating Income $ 78,447 $ 3,963 82,410 $ 79,765 $ 158 79,923
Interest Income 4,960 5,907
Interest Expense ( 28,022 ) ( 33,238 )
Other, net ( 488 ) 55
Income Before Income Tax $ 58,860 $ 52,647
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SUN COUNTRY AIRLINES HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and share amounts)
(Unaudited)
13. SUBSEQUENT EVENTS
The Company evaluated subsequent events for the period from the Balance Sheet date through October 30, 2025, the date that the Condensed Consolidated Financial Statements were available to be issued.
***
-22-
SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless otherwise indicated, the terms “Sun Country,” “we,” “us” and “our” refer to Sun Country Airlines Holdings, Inc., and its subsidiaries.
Forward-Looking Statements
The following discussion and analysis presents factors that had a material effect on our results of operations during the nine months ended September 30, 2025 and 2024. Also discussed is our financial position as of September 30, 2025 and December 31, 2024. This section should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited Consolidated Financial Statements and related notes and discussion under the heading, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in our 2024 10-K. This discussion contains forward-looking statements that involve risk, assumptions and uncertainties, such as statements of our plans, objectives, expectations, intentions and forecasts. Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of several factors, including those set forth under the section of this report titled, “Risk Factors” and elsewhere in this report. You should carefully read the “ Risk Factors ” included in our 2024 10-K to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Business Overview
Sun Country is a new breed of hybrid low-cost air carrier that dynamically and synergistically deploys shared resources across our Passenger and Cargo segments, and within our Passenger segment, across our Scheduled Service and Charter Service businesses. By doing so, we believe we are able to generate high growth, high margins and strong cash flows with greater resilience than other passenger airlines. Based in Minnesota, we focus on serving leisure and visiting friends and relatives ("VFR") passengers, Charter customers and providing crew, maintenance and insurance (“CMI”) service to Amazon, with flights throughout the U.S. and to destinations in Canada, Mexico, Central America and the Caribbean. We share resources, such as flight crews, across our Scheduled Service, Charter and Cargo business lines with the objective of generating high returns and margins and mitigating the seasonality of our route network. We optimize capacity using an agile peak demand scheduling strategy which aims to shift flying to markets during periods of peak demand and away from markets during periods of low demand. We believe this flexible business model provides greater resiliency to economic and industry downturns than a traditional scheduled service carrier. This strategy has been implemented and executed by an experienced management team with deep knowledge of the industry.
In March 2025, we entered into a Credit Card Program Agreement for a new co-branded credit card program ("Credit Card Program"). The Credit Card Program launched in the third quarter of 2025. Subject to certain exceptions, the Credit Card Program has a term of seven years following its launch.
For more information on our business and strategic advantages, see the "Business" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections within Part I, Item 1 and Part II, Item 7 , respectively, in our 2024 10-K.
Operations in Review
We believe a key component of our success is establishing Sun Country as a high growth, low-cost carrier in the U.S. by attracting customers with low fares and garnering repeat business by delivering a high-quality
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
passenger experience, offering state-of-the-art interiors, complimentary streaming of in-flight entertainment to passenger devices, seat reclining and seat-back power in all our aircraft.
The demand for air travel services has historically been affected by U.S. and global economic conditions, or other geopolitical events. Our diversified business model, which includes a focus on leisure and VFR passengers, Charter and Cargo service, all primarily within the U.S., is unique in the airline sector and helps mitigate the impact of cyclical, economic, and industry downturns on our business when compared with other large U.S. passenger airlines. For example, most of our Charter contracts are non-cyclical because these customers still fly during normal economic downturns, and our casino contracts are long-term in nature. Further, our crew can be utilized by flying Cargo service in periods when the Passenger business is less profitable. Our business model is flexible, which gives us the ability to adjust our services in response to market conditions and is intended to produce the highest possible returns for Sun Country.
Certain accounting estimates and assumptions used in the preparation of our Condensed Consolidated Financial Statements involve financial projections or depend on factors that are inherently uncertain and challenging to estimate during periods of economic uncertainty. Should the current economic uncertainty persist or worsen, the Company may need to reevaluate these estimates and assumptions, potentially resulting in a material impact on the Company's financial position, assets, or earnings.
In June 2024, the Company entered into the A&R ATSA with Amazon that increased the number of Boeing 737-800 cargo aircraft that we operate on behalf of Amazon from 12 to 20 in 2025. During the nine months ended September 30, 2025, the Company received and placed in-service all eight additional cargo aircraft under the A&R ATSA. In the near term, the increase in aircraft we operate on behalf of Amazon will result in more resources being allocated to the Cargo business. This aligns with our strategy of long-term flexibility and supports our ability to mitigate the impact of cyclical, economic, and industry downturns on our business.
Components of Operations
For a more detailed discussion on the nature of transactions included in the separate line items of our Condensed Consolidated Statement of Operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our 2024 10-K.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Operating Statistics
Three Months Ended September 30, 2025 (1)
Three Months Ended September 30, 2024 (1)
Scheduled
Service 		Charter Cargo Total Scheduled
Service 		Charter Cargo Total
Departures (2)
6,360 2,976 4,864 14,345 7,259 2,809 3,519 13,730
Block hours (2)
19,078 5,963 11,977 37,554 21,416 5,366 8,957 36,191
Aircraft miles (2)
7,389,719 2,056,073 4,558,438 14,143,865 8,226,118 1,849,230 3,439,083 13,661,813
Available seat miles (ASMs) (thousands) (2)
1,374,519 370,607 1,770,569 1,530,058 328,142 1,884,889
Total revenue per ASM (TRASM) (cents) (3)
10.59 15.87 11.54 10.42 15.47 11.15
Average passenger aircraft during the period (4)
43.4 43.6
Passenger aircraft at end of period (4)
45 44
Cargo aircraft at end of period 20 12
Leased Aircraft (5)
5 7
Average daily aircraft utilization (hours) (4)
6.4 6.8
Average stage length (miles) 1,012 1,001
Revenue passengers carried (6)
997,947 1,112,455
Revenue passenger miles (RPMs) (thousands) (6)
1,165,182 1,288,460
Load factor (6) (7)
84.8 % 84.2 %
Average base fare per passenger (6)
$ 76.90 $ 75.31
Ancillary revenue per passenger (6)
$ 65.81 $ 65.81
Total fare per passenger (6)
$ 142.72 $ 141.13
Charter revenue per block hour (6)
$ 9,839 $ 9,462
Fuel gallons consumed (thousands) (2)
14,847 3,962 19,049 16,565 3,525 20,344
Fuel cost per gallon, excluding indirect fuel credits $ 2.55 $ 2.69
Employees at end of period 3,279 2,965
Cost per available seat mile (CASM) (cents) (8)
13.87 12.58
Adjusted CASM (cents) (9)
8.46 8.04
______________________
(1) Certain operating statistics and metrics are not presented as they are not calculable or are not utilized by management.
(2) Total System operating statistics for Departures, Block hours, Aircraft miles, ASMs and Fuel gallons consumed include amounts related to flights operated for maintenance; therefore, the Total System amounts are higher than the sum of Scheduled Service, Charter and Cargo amounts.
(3) Scheduled Service TRASM includes Schedule Service revenue, Ancillary revenue, and ASM generating revenue classified within Other revenue on the Condensed Consolidated Statements of Operations.
(4) Scheduled Service and Charter utilize the same fleet of aircraft. Aircraft counts and utilization metrics are shown on a system basis only.
(5) Includes both the Company's Owned Aircraft Held for Operating Lease as well as subleased aircraft. These aircraft are leased to unaffiliated third parties.
(6) Passenger-related statistics and metrics are shown only for Scheduled Service. Charter revenue is driven by flight statistics.
(7) Load factor is a measure of utilized available seating capacity calculated by dividing Scheduled Service RPMs by Scheduled Service ASMs for a reporting period.
(8) CASM is a key airline cost metric. CASM is defined as operating expenses divided by total available seat miles.
(9) Adjusted CASM is a non-GAAP measure derived from CASM by excluding fuel costs, costs related to our cargo operations, and certain other costs that are unrelated to our airline operations.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Nine Months Ended September 30, 2025 (1)
Nine Months Ended September 30, 2024 (1)
Scheduled
Service 		Charter Cargo Total Scheduled
Service 		Charter Cargo Total
Departures (2)
20,805 8,114 11,435 40,753 22,109 7,638 9,726 39,879
Block hours (2)
68,207 16,877 28,740 115,321 70,312 15,355 25,008 111,908
Aircraft miles (2)
26,700,231 5,824,826 10,909,269 43,828,613 27,413,311 5,300,705 9,465,884 42,579,400
Available seat miles (ASMs) (thousands) (2)
4,966,274 1,037,255 6,075,195 5,098,876 937,057 6,108,695
Total revenue per ASM (TRASM) (cents) (3)
10.95 16.20 11.72 10.95 15.91 11.58
Average passenger aircraft during the period (4)
43.7 42.6
Passenger aircraft at end of period (4)
45 44
Cargo aircraft at end of period 20 12
Leased Aircraft (5)
5 7
Average daily aircraft utilization (hours) (4)
7.3 7.4
Average stage length (miles) 1,125 1,100
Revenue passengers carried (6)
3,225,315 3,437,005
Revenue passenger miles (RPMs) (thousands) (6)
4,137,592 4,335,623
Load factor (6) (7)
83.3 % 85.0 %
Average base fare per passenger (6)
$ 95.62 $ 91.08
Ancillary revenue per passenger (6)
$ 69.95 $ 68.86
Total fare per passenger (6)
$ 165.57 $ 159.95
Charter revenue per block hour (6)
$ 9,933 $ 9,709
Fuel gallons consumed (thousands) (2)
52,970 11,515 65,169 54,634 10,558 65,884
Fuel cost per gallon, excluding indirect fuel credits $ 2.55 $ 2.86
Employees at end of period 3,279 2,965
Cost per available seat mile (CASM) (cents) (8)
12.57 12.04
Adjusted CASM (cents) (9)
7.98 7.51
______________________
(1) Certain operating statistics and metrics are not presented as they are not calculable or are not utilized by management.
(2) Total System operating statistics for Departures, Block hours, Aircraft miles, ASMs and Fuel gallons consumed include amounts related to flights operated for maintenance; therefore, the Total System amounts are higher than the sum of Scheduled Service, Charter and Cargo amounts.
(3) Scheduled Service TRASM includes Schedule Service revenue, Ancillary revenue, and ASM generating revenue classified within Other revenue on the Condensed Consolidated Statements of Operations.
(4) Scheduled Service and Charter utilize the same fleet of aircraft. Aircraft counts and utilization metrics are shown on a system basis only.
(5) Includes both the Company's Owned Aircraft Held for Operating Lease as well as subleased aircraft. These aircraft are leased to unaffiliated third parties.
(6) Passenger-related statistics and metrics are shown only for Scheduled Service. Charter revenue is driven by flight statistics.
(7) Load factor is a measure of utilized available seating capacity calculated by dividing Scheduled Service RPMs by Scheduled Service ASMs for a reporting period.
(8) CASM is a key airline cost metric. CASM is defined as operating expenses divided by total available seat miles.
(9) Adjusted CASM is a non-GAAP measure derived from CASM by excluding fuel costs, costs related to our cargo operations, and certain other costs that are unrelated to our airline operations
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Results of Operations
For the Three Months Ended September 30, 2025 and 2024

Three Months Ended September 30, %
Change
2025 2024
Operating Revenues:
Scheduled Service $ 76,746 $ 83,784 (8) %
Charter 58,673 50,769 16 %
Ancillary 65,679 73,211 (10) %
Passenger 201,098 207,764 (3) %
Cargo 44,023 29,165 51 %
Other 10,417 12,541 (17) %
Total Operating Revenues 255,538 249,470 2 %
Operating Expenses:
Aircraft Fuel 48,583 54,737 (11) %
Salaries, Wages, and Benefits 93,093 80,919 15 %
Maintenance 18,123 15,973 13 %
Sales and Marketing 6,982 7,748 (10) %
Depreciation and Amortization 24,683 23,754 4 %
Ground Handling 11,467 11,568 (1) %
Landing Fees and Airport Rent 16,811 15,979 5 %
Special Items, net 26 — NM
Other Operating, net 25,868 26,410 (2) %
Total Operating Expenses 245,636 237,088 4 %
Operating Income 9,902 12,382 (20) %
Non-operating Income (Expense):
Interest Income 1,452 1,659 (12) %
Interest Expense (9,185) (11,049) (17) %
Other, net (3) 12 (125) %
Total Non-operating Expense, net (7,736) (9,378) (18) %
Income Before Income Tax 2,166 3,004 (28) %
Income Tax Expense 614 662 (7) %
Net Income $ 1,552 $ 2,342 (34) %
“NM” stands for not meaningful
Total Operating Revenues increased $6,068, or 2%, to $255,538 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily the result of growth in Cargo revenue due to additional aircraft received and operated, as well as contractual rate increases under the A&R ATSA. This increase was partially offset by a decrease in Passenger revenue due to reduced capacity as we focused our operations on growth within the Cargo business. These items are discussed in further detail below.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Passenger. Passenger revenue decreased $6,666, or 3%, to $201,098 for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The table below presents select operating data for lines of revenue within Passenger, expressed as quarter-over-quarter changes:
Three Months Ended September 30, %
Change
2025 2024
Scheduled Service and Ancillary Statistics:
Departures 6,360 7,259 (12) %
Block Hours 19,078 21,416 (11) %
Passengers 997,947 1,112,455 (10) %
Average base fare per passenger $ 76.90 $ 75.31 2 %
Ancillary revenue per passenger $ 65.81 $ 65.81 — %
Total fare per passenger $ 142.72 $ 141.13 1 %
RPMs (thousands) 1,165,182 1,288,460 (10) %
ASMs (thousands) 1,374,519 1,530,058 (10) %
TRASM (cents) 10.59 10.42 2 %
Passenger load factor 84.8 % 84.2 % 0.6 (1)
Charter Statistics:
Departures 2,976 2,809 6 %
Block hours 5,963 5,366 11 %
Charter revenue per block hour $ 9,839 $ 9,462 4 %
(1) Percentage point difference
Our quarter-over-quarter results were impacted by reduced passenger capacity as we focused our operations on growth in the Cargo business. This resulted in a 12% decrease in Scheduled Service departures and a 10% decrease in ASMs, which were partially offset by a 2% increase in TRASM and a 1% increase in total fare per passenger. Total Ancillary revenues declined quarter-over-quarter due to the 10% decrease in passengers. Ancillary revenue per passenger quarter-over-quarter was materially consistent.
Passenger revenue benefited from the $7,904, or 16%, increase in Charter revenue during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This increase was the result of an 11% increase in block hours and a 4% increase in Charter revenue per block hour. The quarter-over-quarter increase in block hours was due to an increase in flying by large program customers and ad hoc flying. The increase in Charter revenue per block hour was primarily driven by rate increases, partially offset by lower fuel recovery revenue due to the quarter-over-quarter decrease in fuel cost per gallon.
Cargo . Revenue from cargo services increased $14,858, or 51%, to $44,023 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily due to additional aircraft and contractual rate increases. During the nine months ended September 30, 2025, the Company received and placed in-service all eight additional cargo aircraft under the A&R ATSA.
Other . Other revenue decreased $2,124, or 17%, to $10,417 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was driven by lower aircraft lease revenue. For the three months ended September 30, 2025 and 2024, there were an average of 5 and 7 aircraft on lease to unaffiliated airlines, respectively. For more information, see Note 4 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Operating Expenses
Aircraft Fuel . We believe Aircraft Fuel expense, excluding indirect fuel credits, is the best measure of the effect of fuel prices on our business as it consists solely of direct fuel expenses that are related to our operations and is consistent with how management analyzes our operating performance. This measure is defined as GAAP Aircraft Fuel expense, excluding indirect fuel expenses and credits that are recognized within Aircraft Fuel expense, but are not directly related to our Fuel Cost per Gallon.
The primary components of Aircraft Fuel expense are shown in the following table:

Three Months Ended September 30, %
Change
2025 2024
Total Aircraft Fuel Expense $ 48,583 $ 54,737 (11) %
Indirect Fuel (Expenses) Credits (6) 68 (109) %
Aircraft Fuel Expense, Excluding Indirect Fuel (Expenses) Credits $ 48,577 $ 54,805 (11) %
Fuel Gallons Consumed (thousands) 19,049 20,344 (6) %
Fuel Cost per Gallon, Excluding Indirect Fuel (Expenses) Credits $ 2.55 $ 2.69 (5) %
Aircraft Fuel expense decreased 11% quarter-over-quarter due to a 5% decrease in the average fuel cost per gallon and a 6% decrease in fuel consumption due to reduced passenger capacity as we focused our operations on growth in the Cargo business.
Salaries , Wages, and Benefits . Salaries, Wages, and Benefits expense increased $12,174, or 15%, to $93,093 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The quarter-over-quarter increase in Salaries, Wages, and Benefits was impacted by an 11% increase in employee headcount to support our expanding operations, contractual rate increases for our pilots, and contractual pay increases as a result of new collective bargaining agreements.
Maintenance . Maintenance expense increased $2,150, or 13%, to $18,123 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The quarter-over-quarter increase in Maintenance expense was primarily driven by growth in our fleet and operations, higher rates for service, and an increase in engine maintenance events. These increases were partially offset by a quarter-over-quarter decrease in the number of routine, time-based airframe heavy maintenance events.
Sales and Marketing . Sales and Marketing expense decreased $766, or 10%, to $6,982 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The quarter-over-quarter decrease was primarily driven by lower booking and credit card transaction fees due to the shift in capacity growth from Scheduled Service to the Cargo business.
Depreciation and Amortization . Depreciation and Amortization expense increased $929, or 4%, to $24,683 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily driven by a non-cash expense of $737 due to an unplanned engine retirement as well as an increase in certain capitalized costs associated with two aircraft being returned off of leases.
Ground Handling . Ground Handling expense decreased $101, or 1% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily driven by
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
the 7% decrease in Passenger segment departures as we focused our operations on the growth in Cargo, partially offset by Charter customer mix.
Landing Fees and Airport Rent . Landing Fees and Airport Rent increased $832, or 5%, to $16,811 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This quarter-over-quarter increase was driven by rate increases at airports due to market pressures, primarily at Minneapolis – St. Paul International Airport ("MSP"), partially offset by a 7% decrease in Passenger segment departures.
Special Items, net. Special Items, net consisted of $26 of ratification bonuses for the new five-year collective bargaining agreement paid to eligible flight attendants during the period, as well as the related payroll tax expense. For more information, see Note 9 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Other Operating, net . Other Operating, net decreased $542, or 2%, to $25,868 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily the result of increased quarter-over-quarter activity from our engine parts sales programs, partially offset by an increase in operations.
Non-operating Income (Expense)
Interest Income . Interest income decreased $207, or 12%, to $1,452 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily due to the reduction in the Company's average investment balance quarter-over-quarter.
Interest Expense . Interest expense decreased $1,864, or 17%, to $9,185 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was due to quarter-over-quarter decreases in debt balances; as well as the partial refinancing of the 2023 Term Loan Credit Facility in December 2024 which resulted in a lower interest rate. These decreases were partially offset by a $391 write-off of the remaining unamortized deferred financing costs in connection with the refinancing of the Company's five Boeing 737-900ER aircraft. For more information on the Company's Debt, see Note 5 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Other, net . Other, net did not have a material impact to either period presented.
Income Tax. The Company's effective tax rate for the three months ended September 30, 2025 was 28.3% compared to 22.0% for the three months ended September 30, 2024. The effective tax rate in both periods was impacted by permanent stock compensation items. For more information on the effective tax rate, see Note 8 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Results of Operations
For the Nine Months Ended September 30, 2025 and 2024
Nine Months Ended September 30, %
Change
2025 2024
Operating Revenues:
Scheduled Service $ 308,406 $ 313,056 (1) %
Charter 167,636 149,090 12 %
Ancillary 225,612 236,677 (5) %
Passenger 701,654 698,823 — %
Cargo 106,983 78,560 36 %
Other 37,171 37,951 (2) %
Total Operating Revenues 845,808 815,334 4 %
Operating Expenses:
Aircraft Fuel 163,738 187,229 (13) %
Salaries, Wages, and Benefits 275,495 242,516 14 %
Maintenance 55,235 50,129 10 %
Sales and Marketing 25,378 26,819 (5) %
Depreciation and Amortization 74,459 71,194 5 %
Ground Handling 34,227 32,090 7 %
Landing Fees and Airport Rent 48,615 44,431 9 %
Special Items, net 1,874 — NM
Other Operating, net 84,377 81,003 4 %
Total Operating Expenses 763,398 735,411 4 %
Operating Income 82,410 79,923 3 %
Non-operating Income (Expense):
Interest Income 4,960 5,907 (16) %
Interest Expense (28,022) (33,238) (16) %
Other, net (488) 55 NM
Total Non-operating Expense, net (23,550) (27,276) (14) %
Income Before Income Tax 58,860 52,647 12 %
Income Tax Expense 14,196 13,180 8 %
Net Income $ 44,664 $ 39,467 13 %
Total Operating Revenues increased $30,474, or 4%, to $845,808 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily the result of growth in Cargo revenue due to additional aircraft received and operated, as well as contractual rate increases under the A&R ATSA. Revenue for the Passenger business was mostly flat, as growth in the first quarter of 2025 was offset by reduced capacity in the second and third quarters of 2025, as we focused our operations on growth in the Cargo business. These items, as well as other changes to revenue, are discussed in further detail below.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Passenger. Passenger revenue increased $2,831 to $701,654 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The table below presents select operating data for lines of revenue within Passenger, expressed as year-over-year changes:
Nine Months Ended September 30, %
Change
2025 2024
Scheduled Service and Ancillary Statistics:
Departures 20,805 22,109 (6) %
Block Hours 68,207 70,312 (3) %
Passengers 3,225,315 3,437,005 (6) %
Average base fare per passenger $ 95.62 $ 91.08 5 %
Ancillary revenue per passenger $ 69.95 $ 68.86 2 %
Total fare per passenger $ 165.57 $ 159.95 4 %
RPMs (thousands) 4,137,592 4,335,623 (5) %
ASMs (thousands) 4,966,274 5,098,876 (3) %
TRASM (cents) 10.95 10.95 — %
Passenger load factor 83.3 % 85.0 % (1.7) (1)
Charter Statistics:
Departures 8,114 7,638 6 %
Block hours 16,877 15,355 10 %
Charter revenue per block hour $ 9,933 $ 9,709 2 %
(1) Percentage point difference
The slight increase in Passenger revenue year-over-year was driven by reduced capacity as we focused our operations on growth in the Cargo business. This resulted in a 6% year-over-year decrease in Scheduled Service departures, which was offset by a 4% increase in total fare per passenger. Ancillary revenues were negatively impacted by the 6% year-over-year decrease in passengers, partially offset by a 2% increase in Ancillary revenue per passenger.
Passenger revenue benefited from the $18,546, or 12%, increase in Charter revenue during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This increase was the result of a 10% increase in block hours and a 2% increase in Charter revenue per block hour. The year-over-year increase in block hours was due to an increase in flying by large program customers and ad hoc flying. The improvement in Charter revenue per block hour was primarily driven by rate increases, partially offset by lower fuel recovery revenue due to the year-over-year decrease in fuel cost per gallon.
Cargo . Revenue from cargo services increased $28,423, or 36%, to $106,983 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to additional aircraft and contractual rate increases. During the nine months ended September 30, 2025, the Company received and placed in-service all eight additional cargo aircraft under the A&R ATSA.
Other . Other revenue decreased $780, or 2%, to $37,171 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily driven by lower aircraft lease revenue, partially offset by end of lease compensation revenue recognized during the three months ended June 30, 2025 due to the return of one Owned Aircraft Held for Operating Lease that was previously leased to an unaffiliated airline. For the nine months ended September 30, 2025 and 2024, there were an average of 6
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
and 7 aircraft on lease to unaffiliated airlines, respectively. For more information, see Note 4 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Operating Expenses
Aircraft Fuel . We believe Aircraft Fuel expense, excluding indirect fuel credits, is the best measure of the effect of fuel prices on our business as it consists solely of direct fuel expenses that are related to our operations and is consistent with how management analyzes our operating performance. This measure is defined as GAAP Aircraft Fuel expense, excluding indirect fuel expenses and credits that are recognized within Aircraft Fuel expense, but are not directly related to our Fuel Cost per Gallon.
The primary components of Aircraft Fuel expense are shown in the following table:
Nine Months Ended September 30, %
Change
2025 2024
Total Aircraft Fuel Expense $ 163,738 $ 187,229 (13) %
Indirect Fuel Credits 2,683 1,290 108 %
Aircraft Fuel Expense, Excluding Indirect Fuel Credits $ 166,421 $ 188,519 (12) %
Fuel Gallons Consumed (thousands) 65,169 65,884 (1) %
Fuel Cost per Gallon, Excluding Indirect Fuel Credits $ 2.55 $ 2.86 (11) %
Aircraft Fuel expense decreased 13% year-over-year due to a 11% decrease in the average fuel cost per gallon and a 1% decrease in consumption.
Salaries , Wages, and Benefits . Salaries, Wages, and Benefits expense increased $32,979, or 14%, to $275,495 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The year-over-year increase in Salaries, Wages, and Benefits was impacted by an 11% increase in employee headcount to support our expanding operations, contractual rate increases for our pilots, and contractual pay increases as a result of new collective bargaining agreements.
Maintenance . Maintenance expense increased $5,106, or 10%, to $55,235 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The year-over-year increase in Maintenance expense was primarily driven by growth in our fleet and operations and higher rates for service. These increases were partially offset by a year-over-year decrease in the number of routine, time-based airframe heavy maintenance events.
Sales and Marketing . Sales and Marketing expense decreased $1,441, or 5%, to $25,378 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The year-over-year decrease was primarily driven by lower booking and credit card transaction fees due to the shift in capacity growth from Scheduled Service to the Cargo business.
Depreciation and Amortization . Depreciation and Amortization expense increased $3,265, or 5%, to $74,459 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to an increase in certain capitalized costs associated with two aircraft being returned off of leases, as well as a non-cash expense of $737 due to an unplanned engine retirement.
Ground Handling . Ground Handling expense increased $2,137, or 7%, to $34,227, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This year-over-year
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
increase was the result of rate increases due to market pressures, partially offset by a 3% decrease in Passenger segment departures, as we focused our operations on the growth in Cargo.
Landing Fees and Airport Rent . Landing Fees and Airport Rent increased $4,184, or 9%, to $48,615 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This year-over-year increase was driven by rate increases at airports due to market pressures, primarily at MSP, partially offset by a 3% decrease in Passenger segment departures.
Special Items, net. Special Items, net consisted of $1,874 of ratification bonuses for the new five-year collective bargaining agreement paid to eligible flight attendants during the period, as well as the related payroll tax expense. For more information, see Note 9 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Other Operating, net . Other Operating, net increased $3,374, or 4%, to $84,377 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily the result of an increase in operations, partially offset by increased year-over-year activity from our engine parts sales program.
Non-operating Income (Expense)
Interest Income . Interest income decreased $947, or 16%, to $4,960 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily due to the reduction in the Company's average investment balance year-over-year.
Interest Expense . Interest expense decreased $5,216, or 16%, to $28,022 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was due to year-over-year decreases in debt balances, as well as the partial refinancing of the 2023 Term Loan Credit Facility in December 2024 which resulted in a lower interest rate. These decreases were partially offset by a $391 write-off of the remaining unamortized deferred financing costs in connection with the refinancing of the Company's five Boeing 737-900ER aircraft. For more information on the Company's Debt, see Note 5 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Other, net . Other, net expense totaled $488 for the nine months ended September 30, 2025, as a result of the Company incurring expenses of $481 in conjunction with the secondary public offering. Other, net for the nine months ended September 30, 2024 was not material. For more information on the secondary public offering, see Note 10 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Income Tax. The Company's effective tax rate for the nine months ended September 30, 2025 was 24.1% compared to 25.0% for the nine months ended September 30, 2024. The effective tax rate in both periods was impacted by permanent stock compensation items. For more information on the effective tax rate, see Note 8 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Segments
For the Three Months Ended September 30, 2025 and 2024
Three Months Ended September 30, 2025 Three Months Ended September 30, 2024
Passenger Cargo Total Passenger Cargo Total
Operating Revenues $ 211,515 $ 44,023 $ 255,538 $ 220,305 $ 29,165 $ 249,470
Operating Expenses:
Aircraft Fuel 48,464 119 48,583 54,701 36 54,737
Salaries, Wages, and Benefits 63,332 29,761 93,093 62,317 18,602 80,919
Maintenance 12,349 5,774 18,123 12,171 3,802 15,973
Sales and Marketing 6,982 — 6,982 7,748 — 7,748
Depreciation and Amortization 24,678 5 24,683 23,749 5 23,754
Ground Handling 11,467 — 11,467 11,563 5 11,568
Landing Fees and Airport Rent 16,600 211 16,811 15,829 150 15,979
Special Items, net 26 — 26 — — —
Other Operating, net 17,898 7,970 25,868 21,534 4,876 26,410
Total Operating Expenses 201,796 43,840 245,636 209,612 27,476 237,088
Operating Income $ 9,719 $ 183 $ 9,902 $ 10,693 $ 1,689 $ 12,382
Operating Margin % 4.6 % 0.4 % 3.9 % 4.9 % 5.8 % 5.0 %
Passenger. Passenger Operating Income decreased $974 to $9,719 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The Operating Margin Percentage for the three months ended September 30, 2025 decreased by 0.3 percentage point, as compared to the three months ended September 30, 2024. Passenger revenue and total operating expenses decreased quarter-over-quarter due to reduced capacity as we focused our operations on growth in the Cargo business. The quarter-over-quarter decrease in Passenger Operating Income and Operating Margin Percentage were primarily driven by the decrease in revenue, contractual rate increases for our pilots, and contractual pay increases as a result of new collective bargaining agreements. These impacts were partially offset by a 5% decrease in the average fuel cost per gallon and increased quarter-over-quarter activity from our engine parts sales program. For more information on the changes in the components of Operating Income for the Passenger segment, refer to the Results of Operations discussion above .
Cargo. Cargo Operating Income decreased by $1,506, to $183, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Operating Margin Percentage for the three months ended September 30, 2025 decreased by 5.4 percentage points, as compared to the three months ended September 30, 2024. The changes in both Operating Income and Operating Margin Percentage were primarily driven by contractual rate increases, offset by contractual rate increases for our pilots as well as operational challenges as a result of significant growth in the segment. For more information on the components of Operating Income for the Cargo segment, refer to the Results of Operations discussion above.

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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Segments
For the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
Passenger Cargo Total Passenger Cargo Total
Operating Revenues $ 738,825 $ 106,983 $ 845,808 $ 736,774 $ 78,560 $ 815,334
Operating Expenses:
Aircraft Fuel 163,550 188 163,738 187,185 44 187,229
Salaries, Wages, and Benefits 206,992 68,503 275,495 190,413 52,103 242,516
Maintenance 41,130 14,105 55,235 39,428 10,701 50,129
Sales and Marketing 25,378 — 25,378 26,819 — 26,819
Depreciation and Amortization 74,445 14 74,459 71,179 15 71,194
Ground Handling 34,227 — 34,227 32,076 14 32,090
Landing Fees and Airport Rent 48,084 531 48,615 43,980 451 44,431
Special Items, net 1,874 — 1,874 — — —
Other Operating, net 64,698 19,679 84,377 65,929 15,074 81,003
Total Operating Expenses 660,378 103,020 763,398 657,009 78,402 735,411
Operating Income $ 78,447 $ 3,963 $ 82,410 $ 79,765 $ 158 $ 79,923
Operating Margin % 10.6 % 3.7 % 9.7 % 10.8 % 0.2 % 9.8 %
Passenger. Passenger Operating Income decreased $1,318 to $78,447 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The Operating Margin Percentage for the nine months ended September 30, 2025 decreased by 0.2 percentage point, as compared to the nine months ended September 30, 2024. Passenger results for the nine months ended September 30, 2025 were impacted by reduced capacity in the second and third quarters of 2025 as we focused our operations on growth in the Cargo business. The year-over-year decrease in Passenger Operating Income and Operating Margin Percentage were primarily driven by contractual rate increases for our pilots, contractual pay increases as a result of new collective bargaining agreements, rate increases for Ground Handling and Landing Fees and Airport Rent, and the ratification bonus paid to eligible flight attendants during the period; partially offset by a 11% decrease in the average fuel cost per gallon. For more information on the changes in the components of Operating Income for the Passenger segment, refer to the Results of Operations discussion above .
Cargo. Cargo Operating Income increased by $3,805, to $3,963, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The Operating Margin Percentage for the nine months ended September 30, 2025 increased by 3.5 percentage points, as compared to the nine months ended September 30, 2024. The changes in both Operating Income and Operating Margin Percentage were primarily driven by contractual rate increases, partially offset by contractual rate increases for our pilots as well as operational challenges as a result of significant growth in the segment. Further, during the nine months ended September 30, 2025, the Company received and placed in-service all eight additional cargo aircraft under the A&R ATSA. For more information on the components of Operating Income for the Cargo segment, refer to the Results of Operations discussion above.

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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Non-GAAP Financial Measures
We sometimes use information that is derived from the Condensed Consolidated Financial Statements, but that is not presented in accordance with GAAP. We believe these non-GAAP measures provide a meaningful comparison of our results to others in the airline industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP. Further, our non-GAAP information may be different from the non-GAAP information provided by other companies. We believe certain charges included in our operating expenses on a GAAP basis make it difficult to compare our current period results to prior periods as well as future periods and guidance. The tables below show a reconciliation of non-GAAP financial measures used in this report to the most directly comparable GAAP financial measures.
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Income and Adjusted EBITDA
Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Income, and Adjusted EBITDA are non-GAAP measures included as supplemental disclosure because we believe they are useful indicators of our operating performance. Derivations of Operating Income and Net Income are well recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry.
The measures described above have limitations as analytical tools. Some of the limitations applicable to these measures include: they do not reflect the impact of certain cash and non-cash charges resulting from matters we consider not to be indicative of our ongoing operations; and other companies in our industry may calculate these non-GAAP measures differently than we do, limiting each measure’s usefulness as a comparative measure. Because of these limitations, the following non-GAAP measures should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to the possible differences in the method of calculation and in the items being adjusted.
For the foregoing reasons, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Income and Adjusted EBITDA have significant limitations which affect their use as indicators of our profitability. Accordingly, readers are cautioned not to place undue reliance on this information .
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
The following table presents the reconciliation of Operating Income to Adjusted Operating Income, and Adjusted Operating Income Margin for the periods presented below.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Adjusted Operating Income Margin Reconciliation:
Operating Revenue $ 255,538 $ 249,470 $ 845,808 $ 815,334
Operating Income 9,902 12,382 82,410 79,923
Special Items, net (1)
26 — 1,874 —
Stock Compensation Expense 1,686 1,490 4,940 4,574
Unplanned Engine Retirement (2)
737 — 737 —
Adjusted Operating Income $ 12,351 $ 13,872 $ 89,961 $ 84,497
Operating Income Margin 3.9 % 5.0 % 9.7 % 9.8 %
Adjusted Operating Income Margin 4.8 % 5.6 % 10.6 % 10.4 %
_________________________
(1)
The adjustments include Special Items, net, as included in Note 9 of these Condensed Consolidated Financial Statements.
(2) In July 2025, an engine experienced an in-flight shut down ("IFSD"). The engine was subsequently deemed beyond economic repair, which resulted in a non-cash expense due to an unplanned engine retirement. Management does not consider this activity in assessing its operational performance.
The following table presents the reconciliation of Net Income to Adjusted Net Income for the periods presented below.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Adjusted Net Income Reconciliation:
Net Income $ 1,552 $ 2,342 $ 44,664 $ 39,467
Special Items, net (1)
26 — 1,874 —
Stock Compensation Expense 1,686 1,490 4,940 4,574
Loss on Debt Extinguishment 391 — 391 —
Unplanned Engine Retirement (2)
737 — 737 —
Loss on Credit Facility — — 186 —
Secondary Offering Costs — — 481 —
Income Tax Effect of Adjusting Items, net (3)
(653) (343) (1,980) (1,052)
Adjusted Net Income $ 3,739 $ 3,489 $ 51,293 $ 42,989
_________________________
(1)
The adjustments include Special Items, net, as included in Note 9 of these Condensed Consolidated Financial Statements.
(2) In July 2025, an engine experienced an IFSD. The engine was subsequently deemed beyond economic repair, which resulted in a non-cash expense due to an unplanned engine retirement. Management does not consider this activity in assessing its operational performance.
(3) The tax effect of adjusting items, net is calculated at the Company's statutory rate for the applicable period.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
The following table presents the reconciliation of Net Income to Adjusted EBITDA for the periods presented below.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Adjusted EBITDA Reconciliation:
Net Income $ 1,552 $ 2,342 $ 44,664 $ 39,467
Special Items, net (1)
26 — 1,874 —
Stock Compensation Expense 1,686 1,490 4,940 4,574
Secondary Offering Costs — — 481 —
Interest Income (1,452) (1,659) (4,960) (5,907)
Interest Expense 9,185 11,049 28,022 33,238
Provision for Income Taxes 614 662 14,196 13,180
Depreciation and Amortization (2)
24,683 23,754 74,459 71,194
Adjusted EBITDA $ 36,294 $ 37,638 $ 163,676 $ 155,746
_________________________
(1)
The adjustments include Special Items, net, as included in Note 9 of these Condensed Consolidated Financial Statements.
(2)
In July 2025, an engine experienced an IFSD. The engine was subsequently deemed beyond economic repair, which resulted in a $737 non-cash expense due to an unplanned engine retirement. The Company recognized the $737 non-cash expense within Depreciation and Amortization. Management does not consider this activity in assessing its operational performance.
CASM and Adjusted CASM
CASM is a key airline cost metric defined as operating expenses divided by total available seat miles. Adjusted CASM is a non-GAAP measure derived from CASM by excluding fuel costs, costs related to our cargo operations, depreciation and amortization recognized on certain assets that generate lease income, certain unplanned engine events, stock-based compensation, certain commissions and other costs of selling our vacation products from this measure as these costs are unrelated to our airline operations and improve comparability to our peers. Adjusted CASM is an important measure used by management and our Board of Directors in assessing quarterly and annual cost performance. Adjusted CASM is commonly used by industry analysts and we believe it is an important metric by which they compare our airline to others in the industry, although other airlines may exclude certain other costs in their calculation of Adjusted CASM. The measure is also the subject of frequent questions from investors.
Adjusted CASM excludes fuel costs. By excluding volatile fuel expenses that are outside of our control from our unit metrics, we believe that we have better visibility into the results of operations and our non-fuel cost initiatives. Our industry is highly competitive and is characterized by high fixed costs, so even a small reduction in non-fuel operating costs can lead to a significant improvement in operating results. In addition, we believe that all domestic carriers are similarly impacted by changes in jet fuel costs over the long run, so it is important for management and investors to understand the impact and trends in company-specific cost drivers, such as labor rates, aircraft costs and maintenance costs, and productivity, which are more controllable by management.
We have excluded costs related to the Cargo operations, as well as depreciation and amortization recognized on certain assets that generate lease income as these operations do not create ASMs. The Cargo expenses in the reconciliation below are different from the total operating expenses for our Cargo segment in the “Segment Information” table presented above, due to several items that are included in the Cargo segment, but have been captured in other line items used in the Adjusted CASM calculation. The Company has entered into certain transactions where it serves as a lessor. As of September 30, 2025, we leased or subleased five aircraft.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Adjusted CASM further excludes special items and other adjustments, as defined in the relevant reporting period, that are not representative of the ongoing costs necessary to our airline operations and may improve comparability between periods. We also exclude stock compensation expense when computing Adjusted CASM. The Company’s compensation strategy includes the use of stock-based compensation to attract and retain employees and executives and is principally aimed at aligning their interests with those of our stockholders and long-term employee retention, rather than to motivate or reward operational performance for any period. Thus, stock-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any period.
As derivations of Adjusted CASM are not determined in accordance with GAAP, such measures are susceptible to varying calculations and not all companies calculate the measures in the same manner. As a result, derivations of Adjusted CASM as presented may not be directly comparable to similarly titled measures presented by other companies. Adjusted CASM should not be considered in isolation or as a replacement for CASM. For the aforementioned reasons, Adjusted CASM has significant limitations which affect its use as an indicator of our profitability. Accordingly, readers are cautioned not to place undue reliance on this information.
The following tables present the reconciliation of CASM to Adjusted CASM:
Three Months Ended September 30,
2025 2024
Operating
Expenses 		Per ASM
(in cents) 		Operating
Expenses 		Per ASM
(in cents)
CASM $ 245,636 13.87 $ 237,088 12.58
Less:
Special Items, net (1)
26 — — —
Aircraft Fuel 48,583 2.74 54,737 2.90
Stock Compensation Expense 1,686 0.10 1,490 0.08
Unplanned Engine Retirement (2)
737 0.04 — —
Cargo Expenses, Not Already Adjusted Above 43,216 2.44 27,120 1.45
Sun Country Vacations 198 0.01 220 0.01
Leased Aircraft, Depreciation and Amortization Expense (3)
1,366 0.08 1,977 0.10
Adjusted CASM $ 149,824 8.46 $ 151,544 8.04
ASM (thousands) 1,770,569 1,884,889

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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Nine Months Ended September 30,
2025 2024
Operating
Expenses 		Per ASM
(in cents) 		Operating
Expenses 		Per ASM
(in cents)
CASM $ 763,398 12.57 $ 735,411 12.04
Less:
Special Items, net (1)
1,874 0.03 — —
Aircraft Fuel 163,738 2.70 187,229 3.06
Stock Compensation Expense 4,940 0.08 4,574 0.07
Unplanned Engine Retirement (2)
737 0.01 — —
Cargo Expenses, Not Already Adjusted Above 101,576 1.67 77,368 1.28
Sun Country Vacations 928 0.02 1,013 0.02
Leased Aircraft, Depreciation and Amortization Expense (3)
4,508 0.08 6,297 0.10
Adjusted CASM $ 485,097 7.98 $ 458,930 7.51
ASM (thousands) 6,075,195 6,108,695
_________________________
(1)
The adjustments include Special Items, net, as included in Note 9 of these Condensed Consolidated Financial Statements.
(2) In July 2025, an engine experienced an IFSD. The engine was subsequently deemed beyond economic repair, which resulted in a non-cash expense due to an unplanned engine retirement. Management does not consider this activity in assessing its operational performance.
(3) Includes both the Company's Owned Aircraft Held for Operating Lease as well as subleased aircraft. These aircraft are leased to unaffiliated third parties.
Liquidity and Capital Resources
Our primary sources of liquidity as of September 30, 2025 included our existing cash and cash equivalents of $111,834 and short-term investments of $64,391, our expected cash generated from operations, the $75,000 of available funds under the Revolving Credit Facility, and the remaining $54,000 of financing available through the 2025 Term Loan Facility. We invest cash and cash equivalents in highly liquid securities with strong credit ratings. We classify our investments as current assets because of their highly liquid nature and availability to be converted into cash to fund current operations. Given the significant portion of our portfolio held in cash and cash equivalents and the high credit quality of our debt security investments, we do not anticipate fluctuations in the aggregate fair value of our investments to have a material impact on our liquidity or capital position.
In addition, we had restricted cash of $22,998 as of September 30, 2025, which generally consists of cash received as prepayment for chartered flights that is maintained in separate escrow accounts prior to the date of transportation in accordance with DOT regulations. The restrictions are released once the charter transportation is provided.
We believe our unrestricted cash and cash equivalents, short-term investments, and availability under our Revolving Credit Facility and 2025 Term Loan Facility, combined with expected future cash flows from operations, will be sufficient to fund our operations and meet our debt payment obligations for at least the next 12 months. However, we cannot predict what the effect on our business and financial position might be from a change in the competitive environment in which we operate or from events beyond our control, such as volatile fuel prices, economic conditions, pandemics, weather-related disruptions, the impact of airline bankruptcies, restructurings or consolidations, U.S. military actions, regulations, or acts of terrorism.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
For a more detailed discussion on our Liquidity and Capital Resources, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our 2024 10-K.
Aircraft – We do not maintain an aircraft order book; instead, we enter into aircraft transactions on an opportunistic basis based on market conditions, our prevailing level of liquidity and capital market availability. As a result, we are not locked into large future capital expenditures. We have historically financed aircraft through debt and finance leases. As of September 30, 2025, our fleet consisted of 70 Boeing 737-NG aircraft. This includes 45 aircraft in the passenger fleet, 20 cargo aircraft operated pursuant to the A&R ATSA, and five aircraft currently on lease to unaffiliated airlines.

During the nine months ended September 30, 2025, the Company received and placed in-service all eight additional cargo aircraft under the A&R ATSA. For more information on our fleet, see Note 4 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Maintenance Deposits - In addition to funding the acquisition of aircraft, we are required by certain of our aircraft lessors to fund cash reserves in advance for scheduled maintenance to act as collateral for the benefit of the lessors. Qualifying payments that are expected to be recovered from lessors are recorded as Lessor Maintenance Deposits on our Condensed Consolidated Balance Sheets. As of September 30, 2025, we had $64,545 of total Lessor Maintenance Deposits. All maintenance deposits as of September 30, 2025 are estimated to be recoverable either through reimbursable maintenance events or through application towards the purchase of the aircraft.
Credit Facilities - We use our Credit Facilities to provide liquidity for general corporate purposes and to finance the acquisition of aircraft. In March 2025, the Company executed a new $75,000 Revolving Credit Facility with a group of lenders. The new Revolving Credit Facility replaces the Company's previous $25,000 revolving credit facility. The Company pledged certain assets, including certain previously unencumbered aircraft, to support the ability to efficiently utilize the Revolving Credit Facility. As of September 30, 2025, the Company had $75,000 of financing available through the Revolving Credit Facility. The Company was in compliance with its covenants within the Revolving Credit Facility as of September 30, 2025.
Debt - At our discretion, we obtain debt financing in order to purchase or refinance aircraft.
In September 2025, the Company executed the 2025 Term Loan Facility with a face amount of $108,000 for the purpose of refinancing the Company's five Boeing 737-900ER aircraft, of which three are on lease to an unaffiliated airline. The Company's five Boeing 737-900ERs are pledged as collateral. During the three months ended September 30, 2025, the Company drew $54,000 from the 2025 Term Loan Facility. The proceeds were used to repay the full outstanding balance of the 2023 Term Loan Credit Facility, with the remainder to be used for general corporate purposes. The 2025 Term Loan Facility is repaid quarterly through September 2032. As of September 30, 2025, the Company had $54,000 of financing available through the 2025 Term Loan Facility. All remaining financing through the 2025 Term Loan Facility must be drawn by December 19, 2025.
For more information on our credit facilities or debt, see Note 5 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
TRA Liability - During the nine months ended September 30, 2025 and 2024, we made payments of $10,525 and $3,350 to the TRA holders, respectively. Payments will be made in future periods as Pre-IPO Tax Attributes are utilized. For more information on the TRA liability, see Note 8 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Liquidity and Financial Condition Indicators
The table below presents the major indicators of financial condition and liquidity:
September 30, 2025 December 31, 2024
Cash and Cash Equivalents $ 111,834 $ 83,219
Available-for-Sale Securities 57,895 97,636
Amount Available Under Revolving Credit Facility 75,000 24,743
Amount Available to Draw from 2025 Term Loan Facility 54,000 —
Total Liquidity $ 298,729 $ 205,598
September 30, 2025 December 31, 2024
Total Debt, net $ 301,290 $ 327,122
Finance Lease Obligations 256,252 271,262
Operating Lease Obligations 18,214 20,650
Total Debt, net, and Lease Obligations 575,756 619,034
Stockholders' Equity 610,212 570,373
Total Invested Capital $ 1,185,968 $ 1,189,407
Debt-to-Capital 0.49 0.52
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Sources and Uses of Liquidity
Nine Months Ended September 30, %
2025 2024 Change
Total Operating Activities $ 78,201 $ 74,303 5 %
Investing Activities:
Purchases of Property & Equipment (29,140) (42,615) (32) %
Proceeds from the Sale of Property & Equipment 16,233 10,616 53 %
Purchases of Investments (33,610) (55,655) (40) %
Proceeds from the Maturities of Investments 73,479 107,750 (32) %
Other, net 198 842 (76) %
Total Investing Activities 27,160 20,938 30 %
Financing Activities:
Common Stock Repurchases (20,015) (11,493) 74 %
Proceeds from Borrowing 54,000 10,000 NM
Repayment of Finance Lease Obligations (15,010) (26,249) (43) %
Repayment of Borrowings (80,023) (60,776) 32 %
Tax Receivable Agreement Payment (10,525) (3,350) 214 %
Other, net 573 387 48 %
Total Financing Activities (71,000) (91,481) (22) %
Net Increase in Cash $ 34,361 $ 3,760 NM
"NM" stands for not meaningful
"Cash" consists of Cash, Cash Equivalents and Restricted Cash
Operating Cash Flow Activities
Operating activities in the nine months ended September 30, 2025 provided $78,201, as compared to $74,303 during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, our Net Income was $44,664, as compared to $39,467 during the nine months ended September 30, 2024.
Our operating cash flow is primarily impacted by the following factors:
Seasonality of Advance Ticket Sales. We sell tickets for air travel in advance of the customer's travel date. When we receive a cash payment at the time of sale, we record the cash received on advance sales as deferred revenue in Air Traffic Liabilities. Air Traffic Liabilities typically increase during the fall and early winter months as advanced ticket sales grow prior to the late winter and spring peak travel season and decrease during the summer months. Most tickets can be purchased no more than 12 months in advance, therefore any revenue associated with tickets sold for future travel will be recognized within that timeframe. For the nine months ended September 30, 2025, $155,471 of revenue recognized in Passenger revenue was included in the $160,686 of Air Traffic Liabilities as of December 31, 2024. Air Traffic Liabilities decreased to $144,430 as of September 30, 2025 as a result of decreased Scheduled Service capacity as we focused our operations on growth in the Cargo business.
Aircraft Fuel. Aircraft Fuel expense represented approximately 21% and 25% of our total operating expense for the nine months ended September 30, 2025 and 2024, respectively. The market price for jet fuel is volatile, which can impact the comparability of our periodic cash flows from operations. Fuel cost per gallon decreased
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
by 11% year-over-year. Fuel consumption decreased by 1% during the nine months ended September 30, 2025, compared to the prior year as a result of the operational shift in capacity from Scheduled Service to the Cargo business. We expect continued volatility in Aircraft Fuel prices per gallon due to market conditions and global geopolitical events.
Investing Cash Flow Activities
Capital Expenditures. Our capital expenditures were $29,140 and $42,615 for the nine months ended September 30, 2025 and 2024, respectively. Our capital expenditures during the nine months ended September 30, 2025 included the acquisition of one engine, spare parts, ground equipment, and other items not individually material. Our capital expenditures during the nine months ended September 30, 2024 included the acquisition of one aircraft and other items not individually material.
Investments. The Company's net investment activity resulted in cash inflows of $39,869 during the nine months ended September 30, 2025, as compared to cash inflows of $52,095 during the nine months ended September 30, 2024. The year-over-year change is a result of a reduction in the Company's average investment balance in order to support general corporate purposes and debt repayments.
Financing Cash Flow Activities
Debt . At our discretion, we obtain debt financing in order to purchase or refinance aircraft. In September 2025, the Company executed the 2025 Term Loan Facility with a face amount of $108,000 for the purpose of refinancing the Company's five Boeing 737-900ER aircraft, of which three are on lease to an unaffiliated airline. The 2025 Term Loan Facility is repaid quarterly through September 2032. As of September 30, 2025, the Company had $54,000 of financing available through the 2025 Term Loan Facility. For more information on our debt financings and future repayment schedules, see Note 5 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Finance Leases . Our repayments of finance lease obligations were $15,010 and $26,249 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2024, the Company purchased an aircraft previously classified as a finance lease. The resulting cash outflows of $9,670 were recorded as payments for finance lease obligations. As of September 30, 2025 and 2024, the Company had 13 and 15 aircraft finance leases, respectively.
Common Stock Repurchases. During the nine months ended September 30, 2025, the Company repurchased 1,474,021 shares of its Common Stock at a weighted-average price of $13.58 per share. During the nine months ended September 30, 2024, the Company repurchased 755,284 shares of its Common Stock at a weighted-average price of $15.22 per share. For more information on the stock repurchase program, see Note 10 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
TRA Payment. During the nine months ended September 30, 2025 and 2024, the Company made payments of $10,525 and $3,350 to the TRA holders, respectively. For more information on the payment of the TRA, see Note 8 of the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Off Balance Sheet Arrangements
For a detailed discussion on the nature of the Company's Off Balance Sheet Arrangements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our 2024 10-K. There have been no material changes to the Company's Off Balance Sheet Arrangements as compared to the 2024 10-K.
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SUN COUNTRY AIRLINES HOLDINGS, INC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Commitments and Contractual Obligations
See Note 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding commitments and contractual obligations.
Recently Adopted Accounting Pronouncements
During the nine months ended September 30, 2025, there were no recently adopted accounting standards that had a material impact to the Company.
Critical Accounting Policies and Estimates
Our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of the Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected. For more information on our critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections within Part II, Item 7 , respectively, in our 2024 10-K.
There have been no material changes to our critical accounting policies and estimates as compared to the 2024 10-K.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to market risks in the ordinary course of our business. These risks include commodity price risk, specifically with respect to aircraft fuel, as well as interest rate risk. The adverse effects of changes in these markets could pose a potential loss. There have been no material changes in market risk from those disclosed within "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" included in Part II, Item 7A , of our 2024 10-K.
ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures represent controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Form 10-Q, pursuant to Rule 13a-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025.

Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. We currently believe that the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on our financial position, liquidity or results of operations.
ITEM 1A. RISK FACTORS
We have disclosed under the heading “ Risk Factors ” in our 2024 10-K the risk factors which materially affect our business, financial condition or results of operations. There have been no material changes from the risk factors previously disclosed. You should carefully consider the risk factors set forth in our 2024 10-K. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the Company's repurchases of Common Stock for the quarter ended September 30, 2025. All stock repurchases during the quarter reflect shares repurchased pursuant to the
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Company's stock repurchase program and shares withheld from employees to satisfy the taxes due in connection with grants of stock under the Company's equity incentive plans. Incremental costs associated with trade execution for the Common Stock repurchases are outside of the scope of the Board’s authorization. For the avoidance of doubt, such costs are permissible as administrative execution expenses. The shares of Common Stock withheld to satisfy tax withholding obligations are considered to be "issuer purchases" of shares that are required to be disclosed pursuant to this Item, but are not considered to be part of the Company's stock repurchase program. For more information on the Company's stock repurchase program, see Note 10 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans
Approximate Dollar Value ($ in thousands) of Shares that May Yet be Purchased Under Plan
July 1-31, 2025 — $ — — $ 25,000
August 1-31, 2025 470,669 10.62 470,669 20,000
September 1-30, 2025 372,438 13.43 372,438 15,000
Total 843,107 $ 11.86 843,107 $ 15,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION

Executive Employment Agreements

On October 27, 2025, in connection with its ongoing holistic review of the Company’s executive compensation arrangements, and in furtherance of continuing to more appropriately align the Company’s executive compensation arrangements with those of other steady-state public companies, the Compensation Committee of the Board of Directors approved new executive employment letters (the “Executive Employment Letters”) for certain of its senior leadership team members, including D. Torque Zubeck and Rose Neale (the “Executive Officers”).

The Executive Employment Letters provide for an annual base salary and target annual bonus percentage for each of the Executive Officers, as well as for standard Company benefit programs under which such Executive Officers are eligible to participate.

The Executive Employment Letters provide that if an Executive Officer’s employment is terminated by the Company without “Cause” (as defined in the Executive Employment Letters), then the Executive Officer will become entitled to receive the following severance benefits: (i) continued payment of base salary for a period of 12 months, (ii) a pro-rated annual bonus for the year in which such termination of employment occurs, based on actual performance determined at the end of the applicable performance period, and pro-rated for time served during such calendar year, and (iii) continued payment of certain costs in connection with the Executive Officer’s continued participation in the Company’s healthcare plan for a period of 12 months.

If an Executive Officer’s employment is terminated by the Company without Cause or the Executive resigns for “Good Reason”, in either case, on or within 24 months following the occurrence of a “Change in Control” (as defined in the Executive Employment Letters), then the Executive Officer would instead become entitled to receive (i) continued payment of base salary for a period of 18 months, (ii) a pro-rated annual bonus for the year in which such termination of employment occurs, based on actual performance determined at the end of the applicable performance period, and pro-rated for time served during such calendar year, (iii) a lump sum payment equal to 150% of the Executive Officer’s annual bonus for the year in which such termination of employment occurs, based on the greater of target or actual performance determined through the date of
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termination of employment, and (iv) continued payment of certain costs in connection with the Executive Officer’s continued participation in the Company’s healthcare plan for a period of 12 months.

The receipt of the foregoing severance payments and benefits is conditioned upon the Executive Officer’s execution and non-revocation of a release of claims and continued compliance with certain restrictive covenants.

The foregoing description of the Executive Employment Letters does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable Executive Employment Letter, a copy of each of which is filed as Exhibits 10.4 and 10.5 hereto, and the terms of which are incorporated herein by reference.

Adoption, Termination, or Modification of Rule 10b5-1(c) Trading Plans

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted , terminated or modified by our directors and executive officers during the three months ended September 30, 2025, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Name and Title Adoption, Termination or Modification Date of Adoption, Termination or Modification Duration of Plan (Scheduled Expiration Date of Plan) Number of Securities to be Purchased (Sold) under the Plan
John Gyurci , Vice President Finance and Chief Accounting Officer
Termination
September 8, 2025
December 31, 2025
( 120,000 )
John Gyurci , Vice President Finance and Chief Accounting Officer
Adoption
September 12, 2025
June 30, 2027
( 35,000 )
Grant Whitney , Senior Vice President and Chief Revenue Officer (1)
Adoption
September 4, 2025
March 31, 2027
( 226,058 )
(1)
Subsequent to September 30, 2025, Grant Whitney separated from the Company.
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ITEM 6. EXHIBITS
(a) Exhibits
10.1
10.2
10.3
10.4*†
10.5*†
31.1*
31.2*
32*
101.INS* Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data Files (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
†
Indicates management contract or compensatory plan
# Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Sun Country Airlines Holdings, Inc.
(Registrant)
/s/ Daniel Torque Zubeck
Daniel Torque Zubeck
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
October 30, 2025
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TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

10.1 Loan Agreement, dated as of September 26, 2025, among Sun Country, Inc., UMBBank, National Association, and the Lenders (incorporated by reference to Exhibit 10.1 to SunCountry Airlines Holdings, Inc.'s Form 8-K filed with the Securities and Exchange Commission onOctober 1, 2025) 10.2 Mortgage and Security Agreement, dated as of September 26, 2025, between SunCountry, Inc. and UMB Bank, National Association (incorporated by reference to Exhibit 10.2 to SunCountry Airlines Holdings, Inc.'s Form 8-K filed with the Securities and Exchange Commission onOctober 1, 2025) 10.3 Zubeck Employment Letter (incorporated by reference to Exhibit 10.1 to Sun CountryAirlines Holdings, Inc.'s Form 8-K filed with the Securities and Exchange Commission on August13, 2025) 10.4* Executive Employment Letter, dated as of October 29, 2025, by and between Erin Rose Neale and Sun Country, Inc. 10.5* Executive Employment Letter, dated as of October 29, 2025, by and between Daniel Torque Zubeck and Sun Country, Inc. 31.1* Certification by Sun Country's Chief Executive Officer with respect to Sun Country's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 31.2* Certification by Sun Countrys Chief Financial Officer and Senior Vice President with respect to Sun Country's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 32* Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Sun Country Airlines Holdings, Inc.s Chief Executive Officer and Chief Financial Officer with respect to Sun Country's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025