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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-03-01 · 154 added, 118 removed, 95 unchanged (74% of the section changed)

17 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2022 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

16 unchanged sentences

Dallas, Texas

March 1, 2022

February 27, 2023

Directors, Executive Officers, and Corporate Governance

18 unchanged sentences

Number Description

3.1 Articles of Incorporation of Allegiant Travel Company.

(Incorporated by reference to Exhibit 3.1 to Registration Statement No.

3.1 Articles of Incorporation of Allegiant Travel Company ( i ncorporated by reference to Exhibit 3.1 to Registration Statement No.

333-134145 filed with the Commission on July 6, 2006).

3.2 Bylaws of Allegiant Travel Company as amended on October 18, 2021.

(Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on October 18, 2021).

3.3 Specimen Stock Certificate (Incorporated by reference to Exhibit 3.3 to the Form 8-A filed with the Commission on November 22, 2006).

(incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Commission on October 7, 2020).

3.2 Bylaws of Allegiant Travel Company as amended on July 25, 20 22 ( i ncorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on July 28, 2022 ).

3.3 Specimen Stock Certificate ( i ncorporated by reference to Exhibit 3.3 to the Form 8-A filed with the Commission on November 22, 2006).

4.1 Indenture, dated as of October 7, 2020, by and among Allegiant Travel Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the 8.500% Senior Secured Notes due 2024 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Commission on October 7, 2020).

4.2 Form of 8.500% Senior Secured Notes due 2024 (incorporated by reference to Exhibit A to Exhibit 4.1).

4.3 First Lien Intercreditor Agreement, dated as of October 7, 2020, between Barclays Bank PLC, as Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as First Lien Notes Collateral Agent and Authorized Representative for the First Lien Notes Secured Parties.

(Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-k filed with the Commission on October 7, 2020)

4.4 Warrant Agreement dated April 20, 2020 between the Company and the U.S.

Department of the Treasury.(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)

Department of the Treasury ( i ncorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020) .

4.5 Form of PSP Warrant (included in Exhibit 4.4 as Annex B thereto)

4.6 PSP2 Warrant Agreement dated as of January 15, 2021, between the Company and the United States Department of the Treasury.

(Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Commission on October 6, 2021).

4.6 PSP2 Warrant Agreement dated as of January 15, 2021, between the Company and the United States Department of the Treasury ( i ncorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Commission on October 6, 2021).

4.7 Form of PSP 2 Warrant (Included in Exhibit 4.6 as Annex B thereto).

10.1 Airport Use and Lease Agreement signed on March 17, 2011 between the Company and Clark County Department of Aviation.

(Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on February 27, 2012-SEC File No.

10.2 Form of Indemnification Agreement.

(Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on February 26, 2013-SEC File No.

10.3 2016 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)

10.4 Form of Restricted Stock Agreement used for Directors of the Company.

(Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)

10.5 Form of Stock Option Agreement used for Employees of the Company.

(Incorporated by reference to Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)

10.6 Form of Restricted Stock Agreement used for Employees of the Company.

(Incorporated by reference to Exhibit 10.9 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)

10.7 Form of Stock Appreciation Rights Agreement used for Employees of the Company.

(Incorporated by reference to Exhibit 10.10 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016.) (1)

10.8 Credit and Guaranty Agreement, dated as of February 5, 2019, among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Barclays PLC, as administrative agent, syndication agent and lead arranger.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Commission on February 5, 2019.)

10.9 Credit Agreement dated as of June 24, 2019 among Sunrise Asset Management, Bank of America Leasing and Capital, LLC, Sumitomo Mitsui Banking Corporation and Bank of Utah, as agent.

(Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on July 31, 2019) (2)

10.10 Employment Agreement dated as of October 1, 2019, between the Company and John Redmond (Incorporated by reference to Exhibit 10.18 to Annual Report on Form 10-k for the year ended December 31, 2019 filed with the Commission on February 27, 2020.

10.11 First Amendment dated February 13, 2020, to Credit and Guaranty Agreement, dated as of February 5, 2019, among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Barclays Bank PLC, as administrative agent.

(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on February 18, 2020).

4.8 Indenture, dated as of August 17, 2022, by and among Allegiant Travel Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the 7.250% Senior Secured Notes due 2027 ( i ncorporated by reference to Exhibit 4.1 to the Current Report on Form 8- K , filed with the Commission on August 17, 2022).

4.9 Form of 7.250% Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.8 above ).

4.10 Description of S ecurities

10.1 Airport Use and Lease Agreement signed on March 17, 2011 between the Company and Clark County Department of Aviation ( i ncorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on February 27, 2012-SEC File No.

10.2 Form of Indemnification Agreement ( i ncorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on February 26, 2013-SEC File No.

10.3 2016 Long-Term Incentive Plan ( i ncorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016 ) .

10.4 Form of Restricted Stock Agreement used for Directors of the Company under the 2016 Long-term Incentive Plan ( i ncorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016 ) .

10.5 Form of Restricted Stock Agreement used for Employees of the Company under the 2016 Long-Term Incentive Plan ( i ncorporated by reference to Exhibit 10.9 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on November 1, 2016 ) .

10.6 Credit Agreement dated as of June 24, 2019 among Sunrise Asset Management, Bank of America Leasing and Capital, LLC, Sumitomo Mitsui Banking Corporation and Bank of Utah, as agent ( i ncorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on July 31, 2019) .

10.7 Payroll Support Program Agreement dated April 20, 2020 between Allegiant Air, LLC and the U.S.

Department of the Treasury.

(Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)

10.13 Promissory Note dated April 20, 2020 from Allegiant Air, LLC to U.S.

Department of the Treasury.(Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020)

10.14 Employment Agreement effective as of August 1, 2020 between the Company and D.

Scott Sheldon (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

10.15 Employment Agreement effective as of August 1, 2020 between the Company and Gregory Anderson (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

10.16 Employment Agreement effective as of September 1, 2020 between the Company and Scott DeAngelo (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

10.17 Employment Agreement effective as of September 1, 2020 between the Company and Robert P.

Wilson, III (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 5, 2020) (1)

Department of the Treasury ( i ncorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 22, 2020) .

10.8 Payroll Support Program Extension Agreement dated January 15, 2021 between Allegiant Air, LLC and the U.S.

Department of the Treasury.

( Incorporated by reference to Exhibit 10.1 9 to Annual Report on Form 10-K for the year ended December 31, 2020.)

10.19 Payroll Support Program 3 Agreement dated April 23, 2021, between Allegiant Air, LLC and the United States Department of the Treasury.

10.20 Credit Agreement dated as of October 13, 2021 among Sunseeker Florida, Inc., Allegiant Travel Company, certain subsidiaries of Allegiant Travel Company, the Lenders party thereto, Wilmington Trust, National Association as Administrative Agent and Castlelake Lending Opportunities, LLC as Facility Manager.

Department of the Treasury ( i ncorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Commission on March 1 , 2021 ) .

10.9 Payroll Support Program 3 Agreement dated April 23, 2021, between Allegiant Air, LLC and the United States Department of the Treasury ( i ncorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 1, 2022 ) .

10.10 Credit Agreement dated as of October 13, 2021 among Sunseeker Florida, Inc., Allegiant Travel Company, certain subsidiaries of Allegiant Travel Company, the Lenders party thereto, Wilmington Trust, National Association as Administrative Agent and Castlelake Lending Opportunities, LLC as Facility Manager ( i ncorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 1, 2022).

10.11 Disbursement Agreement dated as of October 13, 2021 among Sunseeker Florida, Inc.

and Wilmington Trust, National Association as Disbursement Agent and Administrative Agent.

10.22 Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of October 13, 2021 made by Sunseeker Florida, Inc., to Wilmington Trust, National Association as Administrative Agent.

10.23 Share Pledge Agreement dated as of October 13, 2021 between SFI Holdco, Inc.

and Wilmington Trust, National Association as Administrative Agent.

10.24 Payment Guaranty dated as of October 13, 2021 among Allegiant Travel Company, certain subsidiaries of Allegiant Travel Company, SFI Holdco, Inc.

and Wilmington Trust, National Association as Administrative Agent.

10.25 Carry and Completion Guaranty dated as of October 13, 2021 among Allegiant Travel Company, certain subsidiaries of Allegiant Travel Company, SFI Holdco, Inc.

and Wilmington Trust, National Association as Administrative Agent.

10.26 Aircraft General Terms Agreement WJE-AGTA between The Boeing Company and Allegiant Air, LLC (2)

10.27 Purchase Agreement Number PA-05130 between The Boeing Company and Allegiant Air, LLC relating to Boeing Models 737-8-200 and 737-7 Aircraft (2)

and Wilmington Trust, National Association as Disbursement Agent and Administrative Agent ( i ncorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 1, 2022).

10.12 Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of October 13, 2021 made by Sunseeker Florida, Inc., to Wilmington Trust, National Association as Administrative Agent ( i ncorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 1, 2022 ) .

10.13 Share Pledge Agreement dated as of October 13, 2021 between SFI Equity Holdco, Inc.

and Wilmington Trust, National Association as Administrative Agent ( i ncorporated by reference to Exhibit 10.23 to Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 1, 2022 ) .

10.14 Payment Guaranty dated as of October 13, 2021 among Allegiant Travel Company, certain subsidiaries of Allegiant Travel Company, SFI Equity Holdco, Inc.

and Wilmington Trust, National Association as Administrative Agent ( i ncorporated by reference to Exhibit 10.

24 to Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 1, 2022 ) .

10.15 Carry and Completion Guaranty dated as of October 13, 2021 among Allegiant Travel Company, certain subsidiaries of Allegiant Travel Company, SFI Equity Holdco, Inc.

and Wilmington Trust, National Association as Administrative Agent ( i ncorporated by reference to Exhibit 10.

25 to Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 1, 2022 ) .

10.16 Aircraft General Terms Agreement WJE-AGTA between The Boeing Company and Allegiant Air, LLC ( i nco rporated by reference to Exhibit 10.26 to Annual Report on Form 10- K for the year ended December 31, 2021 filed with Commissio n on March 1, 2022 ).

10.17 Purchase Agreement Number PA-05130 between The Boeing Company and Allegiant Air, LLC relating to Boeing Models 737-8-200 and 737-7 Aircraft ( i ncorporated by reference to Exhibit 10.27 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.18 Table 1A to Purchase Agreement No.

PA-05130 Aircraft Information Ta ble (2)

PA-05130 Aircraft Information Table ( i ncorporated by reference to Exhibit 10.

28 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.19 Table 1B to Purchase Agreement No.

PA-05130 Aircraft Information Table (2)

10.30 Aircraft Configuration between The Boeing Company and Allegiant Air Exhibit A-1 to Purchase Agreement Number PA-05130 (2)

10.31 Aircraft Configuration between The Boeing Company and Allegiant Air Exhibit A-2 to Purchase Agreement Number PA-05130 (2)

10.32 Aircraft Delivery Requirements and Responsibilities between The Boeing Company and Allegiant Air, LLC Exhibit B to Purchase Agreement Number PA-05130 (2)

10.33 Airframe and Optional Features Escalation Adjustment between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit AE1 to Purchase Agreement Number PA-05130 (2)

10.34 Buyer Furnished Equipment Variables between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit BFE1 to Purchase Agreement Number PA-05130 (2)

10.35 Customer Support Variables between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit CS1 to Purchase Agreement Number PA-05130 (2)

10.36 Engine Escalation Adjustment, Engine Warranty and Patent Indemnity between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit EE1 to Purchase Agreement Number PA-05130

10.37 Service Life Policy between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit SLP1 to Purchase Agreement Number PA-05130

10.38 Letter Agreement WJE-PA-05130-LA-2101477 by and between The Boeing Company and Allegiant Air, LLC (2)

PA-05130 Aircraft Information Table ( i ncorporated by reference to Exhibit 10.29 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.20 Aircraft Configuration between The Boeing Company and Allegiant Air Exhibit A-1 to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.30 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.21 Aircraft Configuration between The Boeing Company and Allegiant Air Exhibit A-2 to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.31 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.22 Aircraft Delivery Requirements and Responsibilities between The Boeing Company and Allegiant Air, LLC Exhibit B to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.

32 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.23 Airframe and Optional Features Escalation Adjustment between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit AE1 to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.

33 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.24 Buyer Furnished Equipment Variables between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit BFE1 to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.

34 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.25 Customer Support Variables between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit CS1 to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.

35 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.26 Engine Escalation Adjustment, Engine Warranty and Patent Indemnity between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit EE1 to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.

36 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.27 Service Life Policy between The Boeing Company and Allegiant Air, LLC Supplemental Exhibit SLP1 to Purchase Agreement Number PA-05130 ( i ncorporated by reference to Exhibit 10.

37 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.28 Letter Agreement WJE-PA-05130-LA-2101477 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

38 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.29 Attachment A to Letter Agreement No.

WJE-PA-05130-LA-2101477 (2)

WJE-PA-05130-LA-2101477 ( i ncorporated by reference to Exhibit 10.

39 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.30 Attachment B to Letter Agreement No.

WJE-PA-05130-LA-2101477 (2)

10.41 Letter Agreement WJE-PA-05130-LA-2101478 by and between The Boeing Company and Allegiant Air, LLC (2)

10.42 Letter Agreement WJE-PA-05130-LA-2101479 by and between The Boeing Company and Allegiant Air, LLC (2)

10.43 Letter Agreement WJE-PA-05130-LA-2101481 by and between The Boeing Company and Allegiant Air, LLC (2)

10.44 Letter Agreement WJE-PA-05130-LA-2101482 by and between The Boeing Company and Allegiant Air, LLC (2)

10.45 Letter Agreement WJE-PA-05130-LA-2101483 by and between The Boeing Company and Allegiant Air, LLC (2)

10.46 Letter Agreement WJE-PA-05130-LA-2101485 by and between The Boeing Company and Allegiant Air, LLC (2)

10.47 Attachment to Letter Agreement WJE-PA-05130-LA-2101485 (2)

10.48 Attachment to Letter Agreement WJE-PA-05130-LA-2101485 (2)

10.49 Letter Agreement WJE-PA-05130-LA-2101487 by and between The Boeing Company and Allegiant Air, LLC (2)

10.50 Letter Agreement WJE-PA-05130-LA-2101488 by and between The Boeing Company and Allegiant Air, LLC (2)

10.51 Letter Agreement WJE-PA-05130-LA-2101489 by and between The Boeing Company and Allegiant Air, LLC (2)

10.52 Letter Agreement WJE-PA-05130-LA-2101490 by and between The Boeing Company and Allegiant Air, LLC (2)

10.53 Letter Agreement WJE-PA-05130-LA-2101491 by and between The Boeing Company and Allegiant Air, LLC (2)

10.54 Letter Agreement WJE-PA-05130-LA-2103907 by and between The Boeing Company and Allegiant Air, LLC (2)

10.55 Letter Agreement WJE-PA-05130-LA-2103908 by and between The Boeing Company and Allegiant Air, LLC (2)

10.56 Attachment to Letter Agreement WJE-PA-05130-LA-2103908 (2)

10.57 Letter Agreement WJE-PA-05130-LA-2103909 by and between The Boeing Company and Allegiant Air, LLC (2)

10.58 Letter Agreement WJE-PA-05130-LA-2103923 by and between The Boeing Company and Allegiant Air, LLC (2)

10.59 Letter Agreement WJE-PA-05130-LA-2103924 by and between The Boeing Company and Allegiant Air, LLC (2)

10.60 Letter Agreement WJE-PA-05130-LA-2103925 by and between The Boeing Company and Allegiant Air, LLC (2)

10.61 Letter Agreement WJE-PA-05130-LA-2103930 by and between The Boeing Company and Allegiant Air, LLC (2)

10.62 Letter Agreement WJE-PA-05130-LA-2104792 by and between The Boeing Company and Allegiant Air, LLC (2)

10.63 Letter Agreement WJE-PA-05130-LA-2104982 by and between The Boeing Company and Allegiant Air, LLC (2)

10.64 Letter Agreement WJE-PA-05130-LA-2105122 by and between The Boeing Company and Allegiant Air, LLC (2)

10.65 Letter Agreement WJE-PA-05130-LA-2105267 by and between The Boeing Company and Allegiant Air, LLC (2)

10.66 Letter Agreement WJE-PA-05130-LA-2105268 by and between The Boeing Company and Allegiant Air, LLC (2)

10.67 Letter Agreement WJE-PA-05130-LA-2105443 by and between The Boeing Company and Allegiant Air, LLC (2)

10.68 Letter Agreement WJE-PA-05130-LA-2105503 by and between The Boeing Company and Allegiant Air, LLC (2)

WJE-PA-05130-LA-2101477 ( i ncorporated by reference to Exhibit 10.

40 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.31 Letter Agreement WJE-PA-05130-LA-2101478 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.41 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.32 Letter Agreement WJE-PA-05130-LA-2101479 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

42 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.33 Letter Agreement WJE-PA-05130-LA-2101481 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

43 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.34 Letter Agreement WJE-PA-05130-LA-2101482 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

44 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.35 Letter Agreement WJE-PA-05130-LA-2101483 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.45 to Annual Report on Form 10- K for the year ended December 31, 2021 filed with the C ommission on March 1, 2022).

10.36 Letter Agreement WJE-PA-05130-LA-2101485 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

46 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.37 Attachment to Letter Agreement WJE-PA-05130-LA-2101485 ( i ncorporated by reference to Exhibit 10.

47 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.38 Attachment to Letter Agreement WJE-PA-05130-LA-2101485 ( i ncorporated by reference to Exhibit 10.

48 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.39 Letter Agreement WJE-PA-05130-LA-2101487 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

49 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.40 Letter Agreement WJE-PA-05130-LA-2101488 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

50 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.41 Letter Agreement WJE-PA-05130-LA-2101489 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

51 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.42 Letter Agreement WJE-PA-05130-LA-2101490 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

52 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.43 Letter Agreement WJE-PA-05130-LA-2101491 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

53 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.44 Letter Agreement WJE-PA-05130-LA-2103907 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

54 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.45 Letter Agreement WJE-PA-05130-LA-2103908 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

55 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.46 Attachment to Letter Agreement WJE-PA-05130-LA-2103908 ( i ncorporated by reference to Exhibit 10.

5 6 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.47 Letter Agreement WJE-PA-05130-LA-2103909 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

5 7 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.48 Letter Agreement WJE-PA-05130-LA-2103923 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

5 8 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.49 Letter Agreement WJE-PA-05130-LA-2103924 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

5 9 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.50 Letter Agreement WJE-PA-05130-LA-2103925 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

60 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.51 Letter Agreement WJE-PA-05130-LA-2103930 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

6 1 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.52 Letter Agreement WJE-PA-05130-LA-2104792 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

62 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.53 Letter Agreement WJE-PA-05130-LA-2104982 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

6 3 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.54 Letter Agreement WJE-PA-05130-LA-2105122 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

64 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.55 Letter Agreement WJE-PA-05130-LA-2105267 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

65 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.56 Letter Agreement WJE-PA-05130-LA-2105268 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

66 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.57 Letter Agreement WJE-PA-05130-LA-2105443 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

67 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.58 Letter Agreement WJE-PA-05130-LA-2105503 by and between The Boeing Company and Allegiant Air, LLC ( i ncorporated by reference to Exhibit 10.

68 to Annual Report on Form 10- K for the year ended December 31, 202 1 filed with the C ommission on March 1, 2022).

10.59 Employment Agreement dated as of April 27, 2022 between the Company and John Redmond ( i ncorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on August 4, 2022) .

10.60 Restricted Stock Agreement dated June 1, 2022 between the Company and John Redmond ( i ncorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on August 4, 2022) .

10.61 Stock Option Agreement dated June 1, 2022 between the Company and John Redmond ( i ncorporated by reference to Exhibit 10.

3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on August 4, 2022) .

10.62 Employment Agreement dated as of August 1, 2022 between the Company and Scott Sheldon ( i ncorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 3, 2022) .

10.63 Employment Agreement dated as of August 1, 2022 between the Company and Gregory Anderson ( i ncorporated by reference to Exhibit 10.

2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 3, 2022) .

10.64 Employment Agreement dated as of August 1, 2022 between the Company and Scott DeAngelo ( i ncorporated by reference to Exhibit 10.

3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 3, 2022) .

10.65 Employment Agreement dated as of August 1, 2022 between the Company and Robert Wilson, III ( i ncorporated by reference to Exhibit 10.

4 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 3, 2022) .

10.66 Revolving Credit and Guaranty Agreement, dated as of August 17, 2022, among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Barclays Bank PLC, as administrative agent and lead arranger ( i ncorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Commission on August 17, 2022).

10.67 PDP Credit Agreement dated as of September 30, 2022 among Allegiant Air, LLC, Norddeutsche Landesbank Girozentrale (acting through its New York branch) and Landesbank Hessen-Thüringen Girozentrale as Original Lenders and Bank of Utah as security trustee ( i ncorporated by reference to Exhibit 10.

5 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 3, 2022).

10.68 Purchase Agreement Assignment and Security Agreement dated as of September 30, 2022, between Allegiant Air, LLC and Bank of Utah as security trustee ( i ncorporated by reference to Exhibit 10.

6 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 3, 2022).

10.69 Definitions Relating to the PDP Credit Agreement and the Security Agreement referenced in items 10.67 and 10.68 (incorporated by reference to Exhibit 10 .7 to the Quarterly Report on Form 10-Q for the quarter ended Se ptember 30, 2022 filed with the Commission on November 3, 2022).

10.70 Allegiant Guarantee Agreement dated as of September 30, 2022 between the Company and Bank of Utah as security trustee.

(Incorporated by reference to Exhibit 10.

8 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 3, 2022).

10.71 2022 Long-Term Incentive Plan.

10.72 Form of Restricted Stock Agreement under 2022 Long-Term Incentive Plan - Employees.

10.73 Form of Restricted Stock Agreement under 2022 Long-Term Incentive Plan - Board Members .

10.74 Employment Agreement dated as of December 1, 2022, between the Company and Keny Wilper.

21 List of Subsidiaries

3 unchanged sentences

32 Section 1350 Certifications

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022, formatted in XBRL includes (i) Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 (ii) Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019 (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019 (v) Consolidated Cash Flow Statements for the years ended December 31, 2021, 2020 and 2019 (vi) the Notes to the Consolidated Financial Statements.

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023, formatted in XBRL includes (i) Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (ii) Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020 (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020 (v) Consolidated Cash Flow Statements for the years ended December 31, 2022, 2021 and 2020 (vi) the Notes to the Consolidated Financial Statements.

(1) Management contract or compensation plan or agreement required to be filed as an Exhibit to this Report on Form 10-K pursuant to Item 15(b) of Form 10-K.

2 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Las Vegas, State of Nevada on March 1, 2022.

Allegiant Travel Company

/s/ Gregory Anderson

Gregory Anderson, as duly authorized officer of the Company (Chief Financial Officer) and as Principal Financial Officer

Gregory Anderson, as duly authorized officer of the Company (President)

POWERS OF ATTORNEY

Each person whose signature appears below hereby appoints Gregory Anderson and Maurice J.

Gallagher, Jr., and each of them acting alone, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Each person whose signature appears below hereby appoints Gregory Anderson and Robert Neal, and each of them acting alone, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ John Redmond Chief Executive Officer and Director February 27, 2023

John Redmond (Principal Executive Officer)

/s/ Robert Neal Chief Financial Officer February 27, 2023

Robert Neal (Principal Financial Officer)

/s/ Rebecca Aretos Chief Accounting Officer February 27, 2023

Rebecca Aretos (Principal Accounting Officer)

/s/ Maurice J.

Gallagher, Jr.

Chief Executive Officer and Director March 1, 2022

Director (Chairman of the Board) February 27, 2023

Gallagher, Jr.

(Principal Executive Officer)

/s/ John Redmond President and Director March 1, 2022

/s/ Gregory Anderson Chief Financial Officer March 1, 2022

Gregory Anderson (Principal Financial Officer)

/s/ Rebecca Aretos Chief Accounting Officer March 1, 2022

Rebecca Aretos (Principal Accounting Officer)

/s/ Montie Brewer Director March 1, 2022

/s/ Montie Brewer Director February 27, 2023

Montie Brewer

/s/ Gary Ellmer Director March 1, 2022

/s/ Ponder Harrison Director March 1, 2022

/s/ Gary Ellmer Director February 27, 2023

/s/ Ponder Harrison Director February 27, 2023

Ponder Harrison

/s/ Linda Marvin Director March 1, 2022

/s/ Linda Marvin Director February 27, 2023

/s/ Sandra D.

Morgan Director March 1, 2022

Morgan Director February 27, 2023

/s/ Charles W.

Pollard Director March 1, 2022

Pollard Director February 27, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures