What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-26 compared with 2025-03-03 · 178 added, 167 removed, 390 unchanged (47% of the section changed)

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Our developed nation-wide route network, pricing philosophy, direct distribution, award-winning loyalty programs, advertising, and product offerings built around relationships with premier leisure companies, are all intended to appeal to leisure travelers and make it attractive for them to purchase air travel and related services and products from us.

In connection with our leisure travel focus, we opened Sunseeker Resort Charlotte Harbor on December 15, 2023.

The resort has 785 guestrooms (including suites) and 18 curated food and beverage outlets.

Below is a brief description of the travel services and products we provide to our airline customers:

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We provide scheduled air transportation on limited-frequency, nonstop flights predominantly between under-served cities and popular leisure destinations.

As of February 1, 2025, our operating fleet consisted of 119 Airbus A320 series aircraft and four Boeing 737 series aircraft.

As of that date, we were selling travel on 577 routes to 122 cities.

As of February 1, 2026, we were selling travel on 578 routes to 126 cities.

Of these routes, 433 of them are unique city pairs which do not have any current nonstop competition with other airlines.

As of February 1, 2026, our operating fleet consisted of 16 Boeing 737 series aircraft and 106 Airbus A320 series aircraft.

In this document, references to "Airbus A320 series aircraft" are intended to describe both Airbus A319 and A320 aircraft.

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We also offer certain bundles of air-ancillary products where customers can choose popular combinations of these products at a discounted price to the combined individual prices.

The revenue for ancillary air-related products and services is reflected in the passenger revenue income statement line item, along with scheduled service air transportation revenue and travel point redemptions from our co-brand Allegiant credit card and our non-card loyalty program.

The revenue from ancillary air-related products and services is reflected in the passenger revenue income statement line item, along with scheduled service air transportation revenue and travel point redemptions from our co-brand Allegiant credit card and our non-card loyalty program.

Third party products and services.

We offer third party travel products such as hotel rooms, ground transportation (rental cars and hotel shuttle products) and travel insurance from a third party insurer for sale to our passengers.

The marketing component of revenue related to our co-brand credit card is also included in this category.

We offer third party travel products such as hotel rooms, rental cars, and travel insurance from a third party insurer for sale to our passengers.

The marketing component of revenue related to our co-brand Allegiant credit card is also included in this category.

Fixed fee contract air transportation.

We provide air transportation through fixed fee agreements and charter service on a year-round and ad hoc basis.

Proposed Acquisition of Sun Country Airlines

On January 11, 2026, we announced that we plan to acquire Sun Country Airlines Holdings, Inc.

(“Sun Country”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the Merger Agreement, each existing share of Sun Country common stock will be converted into the right to receive (i) $4.10 in cash, without interest and (ii) 0.1557 shares of our common stock.

The Merger Agreement provides that, immediately following the effective date of the proposed acquisition of Sun Country, we will increase the size of our board of directors by three members, which will be comprised of three directors designated by Sun Country, one of whom will be Jude Bricker, the president and chief executive officer of Sun Country, and two of whom will be current members of Sun Country’s board of directors who are reasonably acceptable to our nominating and governance committee.

Completion of the proposed acquisition of Sun Country is subject to the satisfaction or waiver of certain closing conditions, including, among other things that (1) our stockholders approve the issuance of shares of our common stock pursuant to the Merger Agreement, and the Sun Country stockholders approve the Merger Agreement, (2) the waiting period applicable to the closing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (and any customary timing agreement with any governmental entity to toll, stay or extend such waiting period, or to delay or not to consummate the mergers) will have expired or been terminated, (3) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders and authorizations required to be obtained from, or delivered to, as applicable, the U.S.

Federal Aviation Administration (“FAA”), the U.S.

Department of Transportation (“DOT”) and the U.S.

Department of Homeland Security (“DHS”), including the Transportation Security Administration ("TSA"), in connection with the closing will have been obtained or delivered, as applicable, (4) there will be no law in effect, whether preliminary, temporary or permanent, which makes the proposed transaction illegal or prohibits or otherwise prevents the closing, (5) the registration statement to be filed by us with the Securities and Exchange Commission (the “SEC”) pursuant to the Merger Agreement, will have become effective in accordance with the provisions of the Securities Act of 1933, as amended, and no stop order

suspending the effectiveness of the registration statement will have been issued by the SEC and remain in effect and no proceeding to that effect will have been commenced or threatened unless subsequently withdrawn;

and (6) the shares of our common stock to be issued in the proposed acquisition of Sun Country will have been authorized and approved for listing on Nasdaq.

We and Sun Country each make certain customary representations, warranties and covenants, as applicable, in the Merger Agreement, including, among others, covenants regarding the conduct of our respective businesses during the pendency of the transactions contemplated by the Merger Agreement.

In addition, we and Sun Country have agreed, among other things, that we will not (1) solicit alternative transactions, (2) participate in or facilitate any discussions or negotiations relating to alternative transactions, (3) furnish any non-public information in connection with alternative transactions or (4) enter into any agreement relating to alternative transactions, except under limited circumstances described in the Merger Agreement.

However, in certain circumstances, we or Sun Country may terminate the Merger Agreement to enter into a definitive agreement for a superior proposal as specified in the Merger Agreement.

The Merger Agreement contains certain customary termination rights for us and Sun Country, including, without limitation, a right for either party to terminate if the proposed acquisition of Sun Country is not consummated on or before January 11, 2027, subject to certain extensions if needed to obtain required regulatory approvals, or if a required stockholder approval is not obtained.

If the Merger Agreement is terminated under certain circumstances relating to a change of recommendation by our board or by our entry into a definitive agreement for a superior proposal, we will be required to pay Sun Country a termination fee of $52,230,000.

Conversely, if the Merger Agreement is terminated under certain circumstances relating to a change of recommendation by the Sun Country board or by Sun Country’s entry into a definitive agreement for a superior proposal, Sun Country will be required to pay us a termination fee of $33,020,000.

In addition, we will be required to pay Sun Country a termination fee of $30,000,000 if the Merger Agreement is terminated under certain circumstances relating to the failure of the parties to obtain the expiration or termination of the waiting period under the HSR Act (“HSR Clearance”), or if there is a final, non-appealable law or order prohibiting the consummation of the transactions relating to HSR Clearance.

If the Merger Agreement is terminated under certain circumstances in which a required stockholder approval is not obtained, either party may be required to reimburse the other party’s expenses up to $11,000,000.

The Merger Agreement also provides the methodology by which certain expenses will be borne.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Merger Agreement, which has previously been filed with the SEC.

Allegiant ONE

We continue to sharpen our focus on our strength - our unique airline and seeking to return to historical margins.

We have coined this next stage of our Company strategy as "Allegiant ONE" which currently includes the following Company goals:

We fly so the one person who couldn't travel, could.

Our vision is to be the leading airline in the communities we serve, offering reliable, nonstop travel at an unbeatable value.

We have coined our Company strategy as "Allegiant ONE" which currently includes the following Company goals:

• maintaining our foundation of providing affordably accessible all-nonstop air travel while refining and strengthening our air travel product

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• taking advantage of the foundational technology we now have in place to leverage and embrace advancing technology (such as AI) to offer increased value to our customers and be able to scale more productively

• increasing peak period service to 1,000 daily departures over time once we feel we have earned the right to grow

• increasing peak period service to 1,000 daily departures over time as we earn the right to grow

• achieving at least 15 percent of new revenue from sources other than capacity growth

• seeking to offer (subject to government approval) transborder international scheduled service to premier beach destinations in Mexico through our partnership with VivaAerobus

• seeking to offer (subject to government approval) transborder international scheduled service

• utilizing our customer data to offer personalized and more attractive product offerings

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• revisiting our marketing strategy to be more surgical and measured

• seeking to remove Sunseeker Resort at Charlotte Harbor (the "Resort" or "Sunseeker Resort") from our balance sheet through a sale or stake sale on acceptable terms

In our pursuit of Allegiant ONE, on January 11, 2026, we entered into an agreement to acquire Sun Country Airlines Holdings, Inc.

("Sun Country"), subject to shareholder approval and required regulatory review.

The proposed transaction is anticipated to close in the second half of 2026.

We expect this combination to support our Allegiant ONE objectives by broadening our network and improving our ability to flex capacity in response to market and demand conditions.

We believe Sun Country's route network and operations are complementary to ours and will support our ability to expand year-round scheduled service, charter, and cargo capabilities while offering customers more destinations and more frequent service.

We believe the combined organization will support long-term strategy growth and investment, consistent with our commitment to providing affordable leisure travel and creating long-term value for our shareholders.

Also in pursuit of Allegiant ONE, and consistent with our strategy to focus on the airline as our core business, we completed the sale of Sunseeker Resort at Charlotte Harbor (the "Resort" or "Sunseeker Resort") on September 4, 2025.

Our principal executive offices are located at 1201 N.

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Our telephone number is (702) 851-7300.

Our website address is http://www.allegiant.com.

Our website address is allegiantair.com.

We have not incorporated by reference into this annual report the information on our website and investors should not consider it to be a part of this document.

Our website address is included in this document for reference only.

Our annual report, quarterly reports, current reports and amendments to those reports are made available free of charge through the investor relations section on our website as soon as reasonably practicable after electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).

Unique Business Model

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Distribution:

Sell through various intermediaries Sell only directly to travelers

Sell through various intermediaries Sell directly to travelers

Fare Strategy:

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We have established a broad route network with a national footprint.

As of February 1, 2025, we serve 533 active routes between 86 origination cities and 36 leisure destinations in 42 states, and as of that date, we had announced 44 new routes scheduled to begin service in 2025.

As of February 1, 2026, we serve 539 active routes between 88 origination cities and 33 leisure destinations in 42 states.

As of that date, we have announced 39 new routes scheduled to begin service in 2026.

In most of these cities, we provide service to more than one of our leisure destinations which are offered either on a year-round or seasonal basis.

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We operate to more cities than any non-legacy U.S.

carrier and with more than 75 percent of our routes not having nonstop competition.

carrier and with 75 percent of our routes not having nonstop competition.

This makes us an important travel option for a large cross section of the country and protects us against overexposure to any one geographic location.

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The orange dots represent leisure destinations and the blue dots represent origination cities.

We have identified more than 1,400 additional domestic routes which we could target in the future to further expand our network.

We have identified more than 1,400 additional domestic routes with similar characteristics which we could target in the future to further expand our network.

In developing a unique business model, our ancillary offerings (ancillary air-related items included in passenger revenue as well as the sale of third party products and services) have been a significant source of our revenue growth.

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Our core business model manages seat capacity by increased utilization of our aircraft during periods of high leisure demand and decreased utilization in low leisure demand periods.

By way of illustration, in 2024, during our peak demand period in June, we averaged 7.8 system block hours per aircraft per day while in September, our lowest month for demand, we averaged only 4.5 system block hours per aircraft per day, which is approximately 42 percent less than the average system block hours in June.

During 2025, we expect to increase peak period utilization closer to 2019 levels.

By way of illustration, in 2025, during our peak demand period in July, we averaged 8.6 system block hours per aircraft per day while in September, our lowest month for demand, we averaged only 4.6 system block hours per aircraft per day, which is approximately 47 percent less than the average system block hours in July.

In 2026, we expect to continue leveraging higher aircraft utilization during peak demand periods to align capacity with seasonal leisure demand.

Our management of seat capacity also includes changes in weekly frequency of certain markets based on identified peak and off-peak travel demand throughout the year.

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We do this by flying only on days with sufficient market demand.

In 2024, we were able to profitably fly a disproportionately low 11 percent of our scheduled ASMs on off-peak days (Tuesdays and Wednesdays).

In 2025, we flew a disproportionately low 12 percent of our scheduled ASMs on off-peak days (Tuesdays and Wednesdays).

To effectively hedge against fuel cost increases, during periods of high fuel cost we will often reduce capacity, particularly in off-peak periods, and focus our flying in peak periods which drives higher fares to offset the fuel cost increases.

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We achieve low aircraft ownership costs by opportunistically acquiring aircraft and by primarily owning our aircraft.

As of February 1, 2025, we own or finance lease all but 17 of the aircraft in our operating fleet.

As of February 1, 2026, we own or finance lease all but nine of the aircraft in our operating fleet.

In addition, we believe that we properly balance lower aircraft acquisition costs and operating costs to seek to minimize our total costs.

Throughout our history, we have purchased new and used aircraft opportunistically.

As of February 1, 2025, our operating fleet consists of four Boeing 737 MAX aircraft and 119 Airbus A320 series aircraft, of which 106 were acquired used and 13 were acquired new.

During the pandemic-impacted 2021, we opportunistically approached major aircraft manufacturers seeking proposals for new technology aircraft and engines.

The process culminated with our entering into an agreement with The Boeing Company ("Boeing") and CFM International ("CFMI") to purchase 50 newly manufactured 737 MAX aircraft with options to purchase additional 737 MAX aircraft.

We amended this agreement in 2023 with revised terms that now provide us with options to purchase up to an additional 80 737 MAX aircraft.

We amended this agreement again in 2024 with revised terms whereby all 50 firm aircraft orders are due for delivery by the end of 2027.

As of February 1, 2026, our operating fleet consists of 16 Boeing 737 MAX aircraft and 106 Airbus A320 series aircraft, of which 93 were acquired used and 29 were acquired new.

In 2021, we opportunistically entered into an agreement with The Boeing Company ("Boeing") and CFM International to purchase 50 newly manufactured 737 MAX aircraft with options to purchase additional 737 MAX aircraft.

As amended, the agreement now provides for the remaining deliveries between 2026 and 2028 and options to purchase up to an additional 80 737 MAX aircraft.

Our deliveries may be delayed by various factors including Boeing's ability to produce and deliver aircraft as scheduled.

See Item 1A – Risk Factors - " Regulatory review of Boeing's operations could delay its production schedule, which could impact us as any delivery delays may result in lower profitability than expected and delayed growth as well as bad publicity and other consequences." We believe this new aircraft purchase will be complementary with our low cost strategy.

Our intent to retain ownership of the aircraft, coupled with the longer useful life for depreciation purposes should result in similar ownership expense when compared with a used aircraft in our fleet.

Our intent to retain ownership of the aircraft, coupled with the longer useful life for depreciation purposes is resulting in similar ownership expense when compared with used aircraft in our fleet.

In addition, the expected fuel savings, improved operational reliability, and other savings expected from the use of these new aircraft should aid in improving our overall low cost structure, and the lower cost of operating this aircraft is expected to allow us to profitably add new service or routes.

Our proposed acquisition of Sun Country Airlines, expected to close in the second half of 2026, comes with opportunities to enhance our fleet.

On closing, the combined airline will operate approximately 195 aircraft, with 30 on order and an additional 80 options.

The acquisition should provide us with scale to better utilize our 737 MAX fleet and order book, improving fuel efficiency and capacity.

We continue to consider the acquisition of used aircraft as necessary to support planned growth and aircraft retirements.

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Our nontraditional marketing approach reduces distribution costs.

We do not sell our product through outside sales channels, thus avoiding the fees charged by travel websites (Expedia, Orbitz or Travelocity) and traditional global distribution systems (“GDS”) (Sabre or Worldspan).

Our customers can only purchase air travel at our airport ticket counters or, for a fee, on our website or through our telephone reservation center.

We seek to sell our product directly to our customers as opposed to through outside sales channels, thus largely avoiding the fees charged by travel websites (Expedia, Orbitz or Travelocity) and traditional global distribution systems (“GDS”) (Sabre or Worldspan).

Our customers predominantly purchase air travel at our airport ticket counters or, for a fee, on our website or through our telephone reservation center.

The purchase of air travel through our website is the least expensive form of distribution for us and accounted for 92.3 percent of our scheduled service revenue during 2025.

We regularly revisit and review various distribution methods and opportunities from time to time.

As an organization, we strive to always use data to make informed, fact-based decisions.

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we do not provide any free catered items - everything on board is for sale;

we do not provide cargo or mail services;

and we do not offer other perks such as airport lounges.

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however, customers who value this product can purchase advance seat assignments for a small incremental cost.

One popular ancillary product offering is our extra legroom option, Allegiant Extra, which offers an additional six inches of seat pitch, reserved overhead bin space, and priority boarding on select routes.

One popular ancillary product offering is our extra legroom option, Allegiant Extra, which offers an additional six inches of seat pitch, reserved overhead bin space, priority boarding, and a complimentary snack on select routes.

As of December 31, 2025, 87 of our aircraft have been fitted with the Allegiant Extra configuration.

In addition, snacks and beverages are sold individually on the aircraft, allowing passengers to purchase only items they value.

In addition, snacks and

beverages are sold individually on the aircraft, allowing passengers to purchase only items they value.

Our direct to consumer distribution method enables a variety of added revenue opportunities with direct “one-stop” shopping solutions and managed product offerings.

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Revenue from ancillary items will continue to be a key component in our total average fare as we believe leisure travelers are less sensitive to ancillary fees than the base fare.

Our third party product offerings give our customers the opportunity to purchase hotel rooms, rental cars and airport shuttle service as well as travel insurance from a third party.

Our third party product offerings give our customers the opportunity to purchase hotel rooms, rental cars and travel insurance from third parties.

Our third party offerings are available to customers based on our agreements with various travel and leisure companies.

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We had net debt (total debt and finance lease obligations less cash, cash equivalents and investment securities) of $1.0 billion as of December 31, 2025.

As of February 21, 2025, we have $225.0 million of undrawn capacity under revolving credit facilities, $25.1 million of undrawn capacity under our PDP (pre-delivery payments) facilities, and $87.5 million in committed aircraft financing facilities.

As of February 1, 2026, we have $250.0 million of undrawn capacity under revolving credit facilities, and $25.1 million of undrawn capacity under our PDP (pre-delivery payment) facilities.

Routes and schedules

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Core to Allegiant’s business model is our direct-to-customer distribution.

In lieu of the Global Distribution System ("GDS") and online travel agency ("OTA") distribution systems used by most airlines, allegiant.com is our primary distribution method.

In lieu of the Global Distribution System ("GDS") and online travel agency ("OTA") distribution systems used by most airlines, allegiantair.com is our primary distribution method.

This low-cost strategy results in significant cost savings by avoiding fees associated with the GDS or OTAs.

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To this end, we are working to strengthen customer engagement, while affording a more elastic, reliable information technology infrastructure with significant development advantages for marketing as well as for other business units across the Company.

Beyond allegiant.com, we market our products and services through a combination of traditional advertising, including radio, television as well as digital advertising.

Beyond allegiantair.com, we market our products and services through a combination of traditional advertising, including radio, television as well as digital advertising.

Enhanced data and analytics are being streamlined into our digital advertising system to build more targeted campaigns driving efficiency in our digital media spend.

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As of December 31, 2025, we had more than 590 thousand co-brand credit cardholders.

For six years in a row, Allegiant's co-brand credit card has been voted as the No.

1 Best Airline Credit Card and in 2024, our non-card loyalty program Allways Rewards® was once again rated as the number one Best Frequent Flyer Program in USA Today's 10 Best Loyalty/Rewards Readers' Choice Awards.

For seven years in a row, Allegiant's co-brand credit card has been voted as the No.

1 Best Airline Credit Card, and for the second year in a row, our non-card loyalty program Allways Rewards® was rated as the number one Best Frequent Flyer Program in USA Today's 10 Best Loyalty/Rewards Readers' Choice Awards.

Allways Rewards®, with more than 21 million members at December 31, 2025, allows us to develop and maintain direct, long-term relationships with our customers.

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We believe our co-brand credit card and non-card loyalty program may be particularly attractive to our customers in the small to mid-sized cities served by us as there are few other airlines that operate service from those cities and as a result, our loyalty programs offer rewards these customers may highly value.

In addition, our co-brand credit card is designed for the less frequent leisure traveler, with status benefits – such as priority check-in, priority boarding and a free drink onboard – from day one of having the card.

In addition, our co-brand credit card is designed for the less frequent leisure traveler, with benefits such as priority check-in, priority boarding and a free drink onboard – from day one of having the card.

The airline industry is highly competitive.

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In each of Mesa Gateway Airport, Punta Gorda Airport, and St.

Petersburg-Clearwater International Airport, we provide more than 97 percent of the scheduled service in these markets.

Petersburg-Clearwater International Airport, we provide more than 97 percent of scheduled service in these markets.

However, most U.S.

airlines serve the major airports for Orlando, Phoenix, Fort Myers, and Tampa.

Allegiant and Breeze Airways are the only carriers at Plattsburgh International Airport (PBG), Portsmouth International Airport (PSM), and Stewart International Airport (SWF).

airlines serve the nearby major airports for Orlando, Phoenix, Fort Myers, and Tampa.

Allegiant and Breeze Airways are the only carriers at Portsmouth International Airport (PSM) and Stewart International Airport (SWF).

Allegiant and Avelo Airlines are the only carriers at Concord-Padgett Regional Airport (USA).

In addition, many U.S.

airlines serve our other leisure destinations.

As a result, there is potential for increased competition on our routes.

As of December 31, 2024, we face mainline non-stop competition on approximately 25 percent of our operating and announced routes.

We overlap with Southwest Airlines on 78 routes, Spirit Airlines on 28 routes, Frontier Airlines on 30 routes, American Airlines on 17 routes, Breeze Airways on 30 routes, Delta Airlines on 15 routes, United Airlines on 11 routes, JetBlue Airways on seven routes, Sun Country Airlines on five routes and Alaska Airlines on two routes.

airlines serve our other leisure destinations, so there is potential for increased competition on our routes.

As of December 31, 2025, we face mainline nonstop competition on approximately 25 percent of our operating and announced routes.

We overlap with Southwest Airlines on 73 routes, Breeze Airways on 35 routes, Spirit Airlines on 26 routes, Frontier Airlines on 26 routes, American Airlines on 16 routes, United Airlines on 12 routes, JetBlue Airways on 11 routes, Delta Air Lines on nine routes, Alaska Airlines on two routes, and Sun Country Airlines on one route.

In many cases, we face competition from more than one other airline on the same route, resulting in a total of 145 competitive routes as of that date and 433 routes with no current nonstop competition.

We may also experience additional competition based on recent route announcements of other airlines.

Indirectly, we compete with various carriers that provide nonstop service to our leisure destinations from airports near our cities.

We indirectly compete with various carriers that provide nonstop service to our leisure destinations from airports near our cities.

We also face indirect competition from legacy carriers offering hub-and-spoke connecting flights to our markets, although these fares tend to be substantially higher, with much longer elapsed travel times.

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Our management supervises all maintenance functions performed by our personnel and contractors employed by us, and by outside organizations.

As of December 31, 2024, the airline employed 5,991 full-time equivalent employees.

As of December 31, 2025, we employed 5,616 full-time equivalent employees.

Full-time equivalent employees consisted of approximately 1,320 pilots, 1,790 flight attendants, 590 airport operations personnel, 820 maintenance personnel, 170 reservation agents, 70 flight dispatchers, and 860 management and other personnel.

Additionally, we employed approximately 700 full-time equivalent employees at Sunseeker Resort as of the same date.

Four groups of our employees – pilots, flight attendants, dispatchers, and maintenance technicians – are represented by labor organizations pursuant to the Railway Labor Act (“RLA”).

Those unions have negotiated separate collective bargaining agreements (“CBAs”) with us covering the rates of pay, rules, and working conditions that apply to those employees.

The CBAs covering our dispatchers, maintenance technicians, and flight attendants do not become amendable until 2026, 2028, and 2029, respectively.

The CBAs covering our maintenance technicians and flight attendants do not become amendable until 2028 and 2029, respectively.

The CBA covering our dispatchers becomes amendable in May 2026 and we have commenced those negotiations.

The CBA covering our pilots became amendable in 2021 and we are currently engaged in collective bargaining with the representatives of those employees for a successor agreement.

Under the RLA, if direct negotiations do not result in an agreement, either party may request the National Mediation Board ("NMB") to appoint a federal mediator to assist the parties with their negotiations.

If no agreement is reached in these mediated discussions, the NMB must proffer binding arbitration to the parties.

In 2023, the parties jointly sought mediation through the National Mediation Board (the "NMB") and we continue to mediate with the union through the NMB.

Pilot pay scales have increased significantly in the industry and we expect our next contract with this work group to reflect industry competitive rates which will be significantly higher than our current pilot rates.

In the meantime and in recognition of these higher prevailing pilot pay rates, in May 2023, we began to accrue a retention bonus which will become payable to our pilots who remain employed with us when a new collective bargaining agreement is ratified.

Under the RLA, if direct negotiations do not result in an agreement, either party may request the NMB to appoint a federal mediator to assist the parties with their negotiations.

If no agreement is reached in these mediated discussions, one of the parties may declare an impasse and ask for relief.

If the NMB determines that the parties are at an impasse and no further bargaining will result in an agreement, the NMB must proffer binding arbitration to the parties.

If either party rejects binding arbitration, the RLA imposes a “cooling off” period and allows for the President of the United States to create an emergency board to investigate the dispute and issue recommendations for reaching a settlement.

Only after this process has been exhausted may either party resort to self-help, such as a work stoppage by the union and its members.

In 2023, we and the union that represents our pilots jointly requested the appointment of a mediator through the NMB.

The NMB has appointed a mediator and the parties continue to participate and make progress in mediated negotiations.

In January 2026, we and Sun Country entered into an agreement for us to acquire Sun Country.

In order to fully integrate the pre-merger represented employee groups at each airline, the combined company may be required to negotiate joint collective bargaining agreements covering the respective combined crafts or classes of employees.

There is no current timeline on when those negotiations, where necessary, may begin.

To date, we have not experienced any work interruptions or stoppages from our non-unionized or unionized employee groups.

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Above all else, safety is our number one core value, along with collaboration, focus, excellence, and sunshine that define our human capital mission.

We are committed to create a culture and environment where team members are safe and can thrive.

We are committed to creating a culture and environment where team members are safe and can thrive.

This is accomplished through committees of leadership, including our Employee Experience Leadership Team, who are committed to making sure that policies and procedures are evaluated from all groups.

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We utilize competitive base salaries, performance-based bonuses, spot rewards, profit sharing, and equity as attraction and retention tools for our team members.

As of December 31, 2024, the airline had more than 6,400 team members (including both full-time and part-time employees), of whom approximately 83 percent are in front line positions such as flight crew, mechanics or airport personnel.

Additionally, we had over 750 full-time and part-time Sunseeker Resort employees as of same date.

As of December 31, 2025, we had more than 6,000 team members (including both full-time and part-time employees), of whom approximately 82 percent are in front line positions such as flight crew, mechanics or airport personnel.

The safety and well-being of our team members is a top priority, and we believe each and every team member plays an essential role in creating a safe and healthy workplace.

Our health and safety policies and practices are intended to protect not only our team members, but also our customers in all things we do.

Our human capital focus has been externally recognized through Allegiant’s placement in 2024 on Newsweek's America's Greatest Workplaces for Diversity, Best of the Best, and Most Responsible Companies.

In 2024, Allegiant also received honors from U.S.

News Best Companies to Work For, VETS Indexes, and Time's Best Mid-Size Companies.

Our human capital focus has been externally recognized through Allegiant’s placement in Newsweek's America's Best Customer Service in 2025 and Greatest Workplaces for Diversity and Most Responsible Companies in 2024.

In 2025, Allegiant also received honors from VETS Indexes, Military Times Best for Vets Employer, and Time's Best Mid-Size Companies.

Data Security

We continue to invest heavily in cybersecurity, cyber risk, vendor risk, and privacy initiatives.

We employ experienced staff dedicated to cybersecurity and cyber risk analysis, process, and technology.

We continue to evaluate and proactively implement new preventive and detective processes and technologies including forward looking threat intelligence and data centric security measures.

One of our current and ongoing data security initiatives is the migration of critical business applications into the cloud infrastructure, which will allow us to take advantage of analytics and automation functionality.

These improvements also provide further opportunities to increase business intelligence and flexibility, improve business continuity, and mitigate disaster scenarios.

Protecting business data and our customers’ privacy is critical to our continued operations and we intend to continue investing resources in cyber security accordingly.

We continue to invest in cybersecurity, cyber risk management, vendor risk, and privacy initiatives.

We maintain dedicated and experienced personnel responsible for cybersecurity operations, cyber risk analysis, and the supporting processes and technologies.

We regularly assess and enhance our preventive and detective controls, including the use of forward-looking threat intelligence and data-centric security measures.

We have completed the migration of our critical business applications to a cloud-based infrastructure and continue to assess and optimize this environment.

These efforts are intended to enhance automation, analytics capabilities, and operational efficiency, while also supporting improvements to business intelligence, flexibility, and business continuity, including disaster recovery preparedness.

In parallel, we are working to update and modernize our website and related digital platforms, with security embedded as a core design and operational principle.

While cloud-based environments provide increased scalability and resilience, they also introduce additional third-party, configuration, and concentration risks.

We address these risks through contractual safeguards, ongoing monitoring, and established security governance practices.

Protecting business data and customer privacy remains critical to our operations, and cybersecurity will continue to be a core component of our risk management strategy and ongoing investment priorities.

For further information on our cybersecurity practices, see Item 1C - Cybersecurity.

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System Implementations

Beginning in 2021, we have made significant investments to replace certain core proprietary systems with more advanced and integrated third party software solutions.

We have selected SAP as our accounting system, Trax as our maintenance, repair, and overhaul ("MRO") and materials and inventory management system, and Navitaire as our passenger service system.

We are transitioning to new systems in other areas as well.

SAP's accounting system is expected to simplify our financial operations, enabling real-time data access and improved financial reporting.

Trax's MRO system is expected to provide enhanced maintenance, repair, and overhaul operations, streamlining aircraft maintenance schedules and reducing associated costs.

Navitaire’ s reservations system is expected to improve the way the airline manages customer interactions, reservations, and allows for dynamically priced ancillary products.

Navitaire is also expected to facilitate the initiation and operation of our planned joint alliance with VivaAerobus.

We successfully switched over to SAP and Navitaire in 2023 and Trax in 2024.

Since 2021, we have made significant investments to replace certain core proprietary systems with more advanced and integrated third party software solutions.

In 2023, we successfully switched over to SAP as our accounting system, which has simplified our financial operations, enabling real-time data access and improved financial reporting.

That same year, we also implemented Navitaire, a new reservation system that we hope will continue to improve the way we manage customer interactions, reservations, and allow for dynamically priced ancillary products.

In 2024, we implemented Trax as our maintenance, repair, and overhaul ("MRO") and materials and inventory management system.

Trax's MRO system has provided enhanced maintenance, repair, and overhaul operations, streamlining aircraft maintenance schedules and reducing associated costs.

We are transitioning to new systems in other areas as well, including the implementation of SkyLedger, an addition to Navitaire that will streamline and automate our revenue accounting process.

During 2026 we expect to complete the replacement of our flight and crew management systems with a next-generation platform powered by CAE.

The new system is expected to create a stable and scalable platform to better serve our crew members and customers alike through simplified transactions, improved flight data access and reporting, and more efficient irregular operations recovery decision making.

As a next-generation system, CAE will allow for the incorporation of technological advancements to further streamline our operations.

The replacement of the current flight management system will represent the completion of the effort to replace our core proprietary systems with what we believe to be best-in-class off-the-shelf solutions.

Community Involvement

We have worked with the Make-A-Wish® Foundation since 2012 by flying "wish kids" and their families to their desired destinations, at no cost, and donating a portion of proceeds from our in-flight Wingz Kids Snack Pack to the organization.

Allegiant is committed to making a difference in the communities we serve.

Our corporate giving program is structured around three core pillars:

(1) making travel possible for those facing serious medical challenges;

(2) enabling community safety, preparedness and recovery;

(3) promoting STEM education and access to careers in aeronautical sciences.

To date, we have flown more than 2,000 wish kids - along with their families - to their destinations.

This in-kind flight program provides Make-A-Wish with a valuable service at no cost to the organization or the wish families.

Additionally, we donate the use of 7,500 square feet of office space at our headquarters campus to the Southern Nevada chapter of Make-A-Wish, providing a home for the nonprofit organization's administrative office at no cost.

Additionally, we donate the use of 7,500 square feet of office space at our headquarter campus in Las Vegas to the Nevada chapter of Make-A-Wish, providing a home for the nonprofit organization's administrative office at no cost.

The site also serves as the host location for volunteer training, meetings, and a place of support for families of children receiving wishes.

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Allegiant is the only airline to feature a special Make-A-Wish livery on one of our A320 Airbus aircraft, a symbol of our dedication to making air travel accessible to all.

In 2024, Allegiant awarded a 17-year old girl from Florida a Careers in Aviation scholarship in partnership with the Boys & Girls Club of America.

She received $34,000 to pay for tuition and expenses as she pursues her bachelor's degree at Embry-Riddle Aeronautical University.

Since 2023, we have donated $1 million to Boys & Girls Club of America to fund programs designed to inspire children to choose future careers in aviation.

Allegiant partners with Dogs Inc., a nonprofit that places expertly trained guide, service, therapy and companion dogs with those who need them, to host airport training events.

The dogs and their handlers practice real-world skills navigating TSA checkpoints, boarding a plane, lying underneath the seat and staying focused at the baggage carousel.

These events equip the guide-dogs-in-training with the confidence they need to support their human companions when traveling.

We have also been a national partner with The Arc, a nonprofit organization dedicated to advocacy on behalf of people with intellectual and developmental disabilities.

We partner with the organization to offer “Wings for All” educational programs in communities we serve, helping make travel accessible for individuals with autism and other developmental disabilities.

Historically we have partnered with the organization to offer “Wings for All” educational programs in communities we serve, helping make travel accessible for individuals with autism and other developmental disabilities.

We support Science, Technology, Engineering and Mathematics ("STEM") education programs that provide access to careers in aeronautical sciences in under-served communities.

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We also partner with the American Red Cross, supporting disaster preparedness, relief and recovery efforts in communities we serve.

In this effort, we have provided no-cost supply flights and volunteer transport to support Red Cross hurricane recovery efforts in Florida and Puerto Rico in recent years.

In the wake of Hurricane Ian in 2022, we made a $100,000 donation to the

organization to help restore critical resources in the community and we sponsored a month-long nationwide blood drive to further support relief efforts.

In the wake of hurricanes Helene and Milton in 2024, Allegiant partnered with Airlink Flight, a nonprofit that transports relief workers and emergency supplies for reputable non-governmental organizations (NGOs) responding to rapid-onset disasters and other humanitarian crises around the globe.

In recent years we have provided no-cost supply flights and volunteer transport to support Red Cross hurricane recovery efforts in Florida and Puerto Rico.

We have also donated funds to the organization to help restore critical resources in the affected communities and we sponsored a month-long nationwide blood drive to further support relief efforts.

Periodically, we provide additional support in our home community of Las Vegas, donating surplus in-flight food and beverage items such as juices, sodas and snacks to a local community food bank for distribution to families in need.

We also provide $40,000 worth of flight vouchers on an annual basis to hundreds of local elementary and high school teachers as part of The Smith Center for the Performing Arts’ Heart of Education Awards program.

VivaAerobus Alliance

In December 2021, we announced plans for a fully-integrated commercial alliance agreement with VivaAerobus, designed to expand options for nonstop leisure air travel between our markets in the United States and Mexico.

We and VivaAerobus continue to await U.S.

government approval of our joint application to the DOT requesting approval of, and antitrust immunity for, the alliance.

We are hopeful that the change in the Presidential administration will bring a favorable resolution to this historically long process.

The DOT process progressed substantially under the prior administration, but review was suspended in 2023 pending the outcome of diplomatic engagement on broader treaty issues.

We believe this alliance is consistent with the DOT's goal of providing maximum benefits to the public, as the alliance is expected to increase competition, reduce transborder fares and provide increased nonstop service for our consumers traveling between the U.S.

The alliance is anticipated to add new transborder routes and nonstop competition where currently only connecting service is available.

More than 250 new potential nonstop route opportunities have been identified as part of the DOT application, though specific routes targeted for service will be announced at a later date, following the application's approval.

We and VivaAerobus expect to offer flights under the alliance after governmental approval of the applications.

In November 2025, our chief executive officer ("CEO'") visited Harry Reid International Airport to deliver essential food items, baby supplies, and personal hygiene products to the airport's food pantry.

Pantry donations were used to benefit TSA and ATC workers during the government shutdown.

Sunseeker Resort

Sunseeker Resort at Charlotte Harbor ("Sunseeker" or the "Resort") opened in December 2023.

The Resort consists of more than 500 hotel rooms, 189 one-, two- and three-bedroom suites with full kitchens and washer-dryers, 18 restaurants, including five stand-alone restaurants, a food hall with 11 food and beverage concepts and two other poolside options.

The two-bedroom suites can be separately locked allowing for up to 785 keys on the property.

The Resort has 60,000 square feet of convention and meeting space which can accommodate up to 1,200 attendees.

The convention area includes innovative technology and features two waterfront ballrooms.

Accompanying the ballrooms are two executive boardrooms, 12 meeting rooms, and an ideation suite with separate breakout rooms.

During the year ended December 31, 2024, we hosted approximately 250 groups with more than 42,000 attendees.

The Resort also offers a state-of-the-art 7,100-square-foot fitness center and a full-service spa and salon as well as two pools including a 21,000-square-foot rooftop facility and a 117,000-square-foot ground-level experience.

In addition, the Aileron Golf Course is within a short distance from the Resort.

The golf course was renovated simultaneously with the construction of the Resort and features a more than 7,000-yard championship course.

The golf course is available only to guests at Sunseeker and through limited memberships.

The clubhouse was renovated at the same time and the 10,800 square foot facility offers a restaurant, bar, pro shop and event facilities.

During the construction of our Sunseeker Resort in Charlotte Harbor, Florida, we implemented design features and strategies to promote environmental efficiency and resilience.

We intend to keep ESG embedded within day-to-day operations and the guest experience.

We have engaged experienced hospitality advisors to identify areas for improvement to optimize the value of this asset and, in addition, there is currently an ongoing process to explore strategic alternatives for the Resort, including a potential sale or stake sale.

As of February 1, 2025, the Resort and Aileron Golf Course employ more than 750 employees.

We previously owned and operated Sunseeker Resort.

On September 4, 2025, we sold the entirety of the Resort.

This is consistent with our Allegiant ONE strategy to focus on our airline as our core business.

Refer to Note 15 in the consolidated financial statements for additional information on the sale of the Resort.

We maintain insurance policies we believe are of types customary in the airline industry and as required by the DOT, and are in amounts we believe to be adequate to protect us against material loss.

The policies principally provide coverage for public liability, war-risk, passenger liability, baggage and cargo liability, property damage, including coverages for loss or damage to our flight equipment, directors and officers insurance and workers’ compensation.

We also maintain what we believe to be customary insurance on Sunseeker Resort.

There is no assurance, however, that the amount of insurance we carry will be sufficient to protect us from material loss in all cases as our insurance provides for customary deductibles, co-insurance, caps and exclusions.

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The DOT also regulates requirements for accommodation of passengers with disabilities, including those using service animals.

The DOT monitors the continuing fitness of carriers and has the authority to promulgate regulations and to investigate (including by on-site inspections) and institute proceedings to enforce its regulations and related federal statutes, and may assess civil penalties, suspend or revoke operating authority, and seek criminal sanctions.

revoke operating authority, and seek criminal sanctions.

The DOT also has authority to restrict or prohibit a carrier’s cessation of service to certain communities if such cessation would leave the community without scheduled airline service.

In addition, the DOT has authority to approve alliance or partnership agreements under which two or more air carriers collaborate and to grant immunity from U.S.

antitrust laws for the provision of such collaboration.

In December 2021, we (i.e., our airline subsidiary) and Aeroenlaces Nacionales, S.A.

doing business as VivaAerobus (“Viva”), a Mexican airline, submitted to DOT a joint application requesting approval of and antitrust immunity for a comprehensive alliance agreement applicable to all routes we and/or Viva may operate between points in the United States and points in Mexico.

The joint application explains how the proposed Allegiant-Viva alliance is expected to benefit the traveling public (as well as Allegiant, Viva, and their respective employees) by bringing significant new competition and service options, including lower fares, additional capacity on existing routes, and increased overall transborder capacity in the form of nonstop flights on routes now served only via connecting service.

Over a period of 20 months the DOT’s review and analysis progressed substantially, but on July 31, 2023, the DOT suspended processing of the joint application pending resolution of an aviation trade dispute between the governments of Mexico and the United States that arose earlier in 2023.

The dispute remains unresolved and there is no assurance when or whether the DOT will ultimately approve the agreement and grant antitrust immunity.

Although the new Presidential administration has indicated there is a stated objective at the DOT to reduce areas where government friction has stymied private sector partnership and growth, there can be no assurance that other factors will not continue to delay approval of our application.

We hold DOT certificates of public convenience and necessity authorizing us to engage in scheduled air transportation of passengers, property and mail within the United States, its territories and possessions, and between the United States and all countries that maintain a liberal aviation trade relationship with the United States (known as “open skies” countries).

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We hold DOT authority to engage in charter air transportation of passengers, property, and mail on a domestic and international basis.

The FAA primarily regulates flight operations and safety, including matters such as airworthiness and maintenance requirements for aircraft, pilot, mechanic, dispatcher and flight attendant training and certification, flight and duty time limitations, and air traffic control.

The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate.

This certificate, in combination with operation specifications issued to the airline by the FAA, authorizes the airline to operate scheduled service at specific airports using aircraft certificated by the FAA.

The FAA primarily regulates flight operations and safety, including matters such as aircraft airworthiness and maintenance requirements, pilot, mechanic, dispatcher and flight attendant training and certification, flight and duty time limitations, and air traffic control.

The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate, as well as associated operation specifications.

This certificate, in combination with the operation specifications, authorizes the airline to operate scheduled service at specific airports, as well as charter service in specific authorized areas of operation, using aircraft certificated by the FAA.

We have and maintain in effect FAA certificates of airworthiness for all our aircraft, and we hold the necessary FAA authority to fly to all the cities we currently serve.

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The FAA has the authority to investigate all matters within its purview, to modify, suspend or revoke our authority to provide air transportation, to approve or disapprove the addition of scheduled service to new cities and aircraft to our operation specifications, and to modify, suspend or revoke FAA licenses issued to individual personnel, for failure to comply with FAA regulations.

The FAA can negotiate the assessment of civil penalties with us for such failures and if we are unable to come to an agreement, institute proceedings to assess civil penalties unilaterally for such failures after notice and hearing.

The FAA also has authority to seek criminal sanctions.

The FAA can suspend or revoke our authority to provide air transportation on an emergency basis, without notice and hearing, if, in the FAA’s judgment, safety requires such action.

A legal right to an independent, expedited review of such FAA action exists.

A legal right to an independent, expedited review of such FAA action exists before a National Transportation Safety Board (NTSB) Administrative Law Judge with further appeal rights to the full NTSB.

Emergency suspensions or revocations have been upheld with few exceptions.

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We have satisfactorily responded to all findings on all Certificate Holder Evaluation Process and other inspections conducted.

We believe DOT Secretary Duffy’s recent statement that he plans to involve the Department of Government Efficiency (DOGE) team to review and overhaul technological systems and procedures at the FAA is a positive sign that critical aspects of the aging National Air System, including AWOS/ASOS weather observing systems, could soon receive modernization, replacement or repair.

We believe DOT Secretary Duffy’s recent announcement to overhaul the FAA's organizational structure, which includes the launch of a new Airspace Modernization office, is a positive sign that critical aspects of the aging National Airspace System, including air traffic control and AWOS/ASOS weather observing systems, could soon receive modernization, replacement or repair.

Within the United States, civil aviation security functions, including review and approval of the content and implementation of air carriers’ security programs, passenger and baggage screening, cargo security measures, airport security, assessment and distribution of intelligence, threat response, and security research and development are the responsibility of the Transportation Security Administration (“TSA”) of the Department of Homeland Security.

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The TSA has enforcement powers similar to the DOT’s and FAA’s described above.

It also has the authority to issue regulations and security directives, including in cases of emergency, without advance notice, which may encompass actions up to and including issuance of a grounding order as occurred on September 11, 2001.

It also has the authority to issue regulations and security directives, including in cases of emergency, without advance notice.

Aviation Taxes and Fees .

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Like FET, air carriers are required to collect these fees from passengers and pass them through to the respective federal agency or airport authority.

These fees do not need to be reauthorized, although their amounts may be revised periodically.

Except for PFCs, these fees do not need to be reauthorized, although their amounts may be revised periodically.

At any time, Congress may consider legislation that could increase the amount of FET and/or one or more of the other federally imposed or approved fees identified above.

The CBP fee is inflation adjusted every October 1, and the APHIS fees are set to increase each of the next three years on October 1.

The domestic segment fee, a component of FET, is inflation adjusted every January 1.

The CBP fee is inflation adjusted every October 1, and the APHIS fees are set to increase each year on October 1 through 2028.

All of the aviation fees also may be increased by their implementing federal agency via a rulemaking.

Increasing the overall price charged to passengers could lessen demand for air travel.

Additionally, federal funding to airports and/or airport bond financing could be affected through additional legislation, which could result in higher fees, rates, and charges at many of the airports we serve.

Additionally, federal funding to airports and/or airport bond

financing could be affected through additional legislation, which could result in higher fees, rates, and charges at many of the airports we serve.

Environmental.

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Congress will continue the prior legislative and regulatory concern of the previous administration regarding the environmental impacts of the air transportation industry.

Indeed, on February 12, 2026, the EPA announced it was rescinding the endangerment finding that underpinned the EPA regulation of GHG, which may result in the repeal of the EPA and FAA regulations discussed above.

However, these concerns may again increase at some point in the future, in which case, the longer term effects on our fleet and operating costs may be substantial.

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These restrictions can include limiting nighttime operations, directing specific aircraft operational procedures during takeoff and initial climb, and limiting the overall number of flights at an airport.

Few of the airports we serve

currently impose such restrictions on the number of flights or hours of operation that have a meaningful impact on our operations.

Few of the airports we serve currently impose such restrictions on the number of flights or hours of operation that have a meaningful impact on our operations.

It is possible one or more such airports or others may impose additional or future restrictions with or without advance notice, which may impact our operations.

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To the extent we are subject to EPA requirements, we intend to continue to comply with those requirements.

Working conditions of cabin crew members while onboard aircraft are subject to regulation by the Occupational Safety and Health Administration ("OSHA") of the Department of Labor.

Some standards of the Occupational Safety and Health Administration ("OSHA") of the Department of Labor apply to cabin crew members while they are on board aircraft in operation.

To the extent we are subject to OSHA requirements, we intend to continue to comply with those requirements.

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We must comply with the laws, rules and regulations of each country to, from, or over which we operate.

Our proposed U.S.-Mexico alliance with Viva, described above, received approval by Mexico’s Federal Economic Competition Commission (COFECE) in October 2022;

and subsequent renewal in September 2024 while the U.S.

DOT has continued their suspension of processing described above.

International flights are also subject to U.S.

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Congress, the DOT, the FAA, the TSA, and other governmental agencies have under consideration, and in the future may consider and adopt, new laws, regulations, interpretations and policies regarding a wide variety of matters that could affect, directly or indirectly, our operations, ownership, and profitability.

We cannot predict what other matters might be considered in the future by the FAA, the DOT, the TSA, other agencies, or Congress or the impact of the current Presidential administration may have on existing initiatives, nor can we judge what impact, if any, the implementation of any of these proposals or changes might have on our business.

We cannot predict what other matters might be considered in the future by the FAA, the DOT, the TSA, other agencies, or Congress or the impact the current Presidential administration may have on existing initiatives, nor can we judge what impact, if any, the implementation of any of these proposals or changes might have on our business.

Civil Reserve Air Fleet .

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We've developed a comprehensive sustainability program which focuses on:

• Identify and prioritize relevant topics through a materiality assessment.

These topics are included in our sustainability reports.

• Publish sustainability reports referencing the Global Reporting Initiative (GRI).

• Provide ongoing carbon emissions reporting of Scope 1, 2 and 3 greenhouse gas (GHG) emissions.

• Establish Sustainability targets and environmental target achievement plans, which we published in our 2022 sustainability report.

In 2024, we issued our third annual sustainability report.

• Publishing an annual sustainability report that references the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB).

• Providing ongoing carbon emissions reporting of Scope 1, 2 and 3 greenhouse gas (GHG) emissions.

• Disclosing and monitoring progress on our sustainability targets, that were identified through our materiality assessment.

In 2025, we issued our fourth annual sustainability report.

This comprehensive report outlines our disclosures pertaining to material topics identified by key stakeholders and establishes the following Sustainability Goals:

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(1) Customer Engagement - Maintain a controllable completion of at least 99.5 percent annually.

(2) Procurement - Adopt a responsible sourcing policy and embed the policy into existing governance and procurement management systems by the end of 2025

To determine material topics, a materiality assessment was conducted.

This assessment benchmarked material topics across our industry, global reporting frameworks and third-party rating and ranking methodologies.

We then engaged with more than 400 stakeholders including customers, employees, suppliers, shareholders and community partners.

(2) Procurement - Adopt a responsible sourcing policy and embed the policy into existing governance and procurement management systems by the end of 2025 (goal achieved in September 2025).

During 2025, we published a responsible sourcing policy, satisfying our procurement-related sustainability goal, and continued to make progress toward our other environmental, social, and governance objectives through ongoing initiatives and governance processes.

Our sustainability strategy is guided by our 2022 materiality assessment, which benchmarked material topics across our industry, global reporting frameworks and third-party rating and ranking methodologies.

This assessment included engagement of more than 400 stakeholders including customers, employees, suppliers, shareholders and community partners.

Based on survey and interview results, we identified the following topics as material to Allegiant:

• Environmental - Emissions, Energy, Waste and Hazardous Materials

• Social - Product Quality and Safety, Accident and Safety Management, Human Rights, Benefits and Work-Life Balance, Non-Discrimination, Employee Health and Safety, Employment, Employee Training and Development, Labor Management, Local Job Creation

• Social - Product Quality and Safety, Accident and Safety Management, Human Rights, Benefits and Work-Life Balance, Non-Discrimination, Employee Health and Safety, Employment Practices, Employee Training and Development, Labor Management, Local Job Creation

• Governance - Business Ethics and Integrity, Anti-Corruption, Competitive Behavior, Data Security, Customer Privacy

These material topics will continue to guide the development of our annual sustainability reports.

The aviation industry accounts for roughly two percent of global greenhouse gas emissions, almost all of which is attributable to aircraft fuel.

Back in 2013, we began the process of transitioning our fleet from a mixture of MD-80 aircraft and Boeing 757 aircraft to an all-Airbus fleet with the transition concluding in November 2018.

During this period, we saw significant improvement in fuel efficiency.

During 2024, we consumed 227 million gallons of fuel averaging 83.5 ASMs per gallon of fuel, a 32.5 percent improvement when compared to 2012.

Unlike carriers focused on business travel, our strategy is to provide affordable, nonstop service for leisure travelers.

We closely align capacity with seasonal leisure demand, significantly reducing flying during off-peak periods, which supports higher load factors and improved fuel efficiency.

For example, during peak demand in July 2025, we averaged 8.6 system block hours per aircraft per day, compared to 4.6 hours in September when demand was lower.

We operate an all-nonstop network that served 122 cities in 2025, primarily in under-served markets.

By offering direct service where connecting flights or car travel were previously the only options, we provide greater access while reducing fuel consumption associated with multiple takeoffs.

Despite the fuel efficiency benefits of our operating model, we continue to pursue additional efficiency improvements and emissions reductions in support of our 2030 decarbonization goal.

Between 2013 and 2018, we significantly improved fuel efficiency by transitioning away from a mixed MD-80 and Boeing 757 fleet.

We will continue to pursue fuel efficiency improvements, beginning with our order of new, more fuel-efficient aircraft from Boeing.

Our agreement with Boeing and CFM International to purchase 50 Boeing 737 MAX aircraft powered by LEAP-1B engines, with deliveries expected through 2028, will provide us with new aircraft and more environmentally friendly engines.

This aircraft is expected to burn up to 20 percent less fuel on a per passenger basis as compared to certain of the older Airbus A320 aircraft in our fleet.

As of December 31, 2024, the composition of our fleet included a mix of A319 and A320 aircraft with seat configurations ranging from 156 to 186 seats, some of which are fitted with fuel-efficient Sharklets.

We also received delivery of our first four 737 MAX aircraft in late 2024 and have begun to see improved fuel efficiency on those aircraft.

Despite the significant fuel efficiencies gained over the past decade, we recognize we have a responsibility to do more, and one of our sustainability goals is to reduce our emissions intensity through the end of this decade.

This aircraft is expected to burn up to 20 percent less fuel on a per passenger basis as compared with our used Airbus fleet.

We received our first deliveries of these Boeing aircraft in 2024.

We have seen a continuous improvement in fuel efficiency.

During 2025, we consumed 251 million gallons of fuel averaging 85.1 ASMs per gallon of fuel, a 35 percent improvement when compared to 2012.

As of December 31, 2025, the composition of our fleet included a mix of A319, A320 and B737 aircraft with seat configurations ranging from 156 to 190 seats, some of which are fitted with fuel-efficient Sharklets.

Despite the significant fuel efficiencies gained since 2012, we recognize we have a responsibility to do more, and one of our sustainability goals is to reduce our emissions intensity through the end of this decade.

We have an internal Fuel Steering Committee that meets monthly to discuss various alternatives to conserve fuel.

Building on the dedicated efforts and teamwork of our pilots, dispatchers, and station personnel, we are actively advancing our fuel conservation practices across all flights, which include the following:

Building on the dedicated efforts and teamwork of our pilots, dispatchers, and station personnel, we are actively advancing our fuel conservation practices across all flights, conditions permitting.

These practices include the following:

• Single engine taxi in and out, as time permits

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In addition to the initiatives above, we are currently assessing sustainable aviation fuels as part of our sustainability strategy for reaching our emissions intensity reduction goal by the end of 2030 and offsetting requirements under the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA).

Unlike many air carriers focused on business travel, our strategy is to provide access to affordable travel for leisure travelers who highly value their vacations and are likely to take vacations in any economic environment.

We focus on leisure travel and seek to closely match our available capacity with demand trends in providing only nonstop service from under-served cities to leisure destinations.

For example, in 2024 during our peak demand period in June, we averaged 7.8 system block hours per aircraft per day while in September, we averaged only 4.5 system block hours per aircraft per day when leisure demand is seasonally lower.

This practice of significantly reduced flying during the off-peak periods leads to consistently high load factors, and further enhances fuel efficiency.

We offer all nonstop flights, directly from 122 cities as of February 1, 2025, providing service in many markets abandoned or under-served by larger carriers.

If not for Allegiant, many of the customers we serve would not have access to direct flights by virtue of either geography or price point.

Prior to our initiation of service on these routes, many of these passengers either traveled by car, which is significantly less fuel efficient than air travel, or traveled by car to larger airports to fly, where higher cost connecting flights were the only option.

As fuel consumption is greatest during take-off, the ability to travel to the destination with a single take-off, as opposed to at least two take-offs on connecting flights, is more fuel efficient.

We recognize that sustainable aviation fuel currently carries a significant cost, and our Sustainability and Government Affairs teams work closely to advocate at both the state and federal level for policies that address supply and demand challenges and help reduce these costs.

Finally, in 2025, we enhanced transparency and strengthened our environmental reporting by conducting a climate risk assessment aligned with the Task Force on Climate-related Financial Disclosures (TCFD).

The assessment evaluated transition and physical climate risks across our operations, including potential impacts from factors such as increased pricing of GHG abatement and sea level rise, under multiple climate scenarios.

Certain long-term physical risks were assessed through 2100.

Oversight of the assessment is provided by our Board of Directors and executive leadership, and we have established a cross-functional program to engage relevant departments in risk mitigation and awareness efforts.

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What changed 10-K

Item 1. Business