Sun Country Airlines Holdings Inc 2024年度报告

Yes o No þ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). Yes þ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and"emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated filerþNon-accelerated fileroSmaller reporting companyoEmerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. þ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements. o Indicateby check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024 wasapproximately $521 million. Number of shares outstanding by each class of common stock, as of December 31, 2024: Common Stock, $0.01 par value 53,157,964 sharesoutstanding DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders are incorporated herein by references in PartIII of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commissionwithin 120 days of the registrant’s fiscal year ended December 31, 2024. Table of Content TABLE OF CONTENTSPART I Item 1.Business9Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments46Item 1C.Cybersecurity46Item 2.Properties48Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities49Item 6.[Reserved]51Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations51Item 7A.Quantitative and Qualitative Disclosures About Market Risk69Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure114Item 9A.Controls and Procedures114Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115 PART III Item 10.Directors, Executive Officers and Corporate Governance115Item 11.Executive Compensation115Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters115Item 13.Certain Relationships and Related Transactions and Director Independence115Item 14.Principal Accountant Fees and Services115 PART IV Table of Content GLOSSARY OF TERMS Set forth below is a glossary of certain terms used in this annual report on Form 10-K (this “AnnualReport”): “Acquisition Date” means April 11, 2018, the date that certain investment funds managed by affiliates ofApollo Global Management, Inc. and its subsidiaries (the “Apollo Funds”) acquired Sun Country, Inc. “AdjustedCASM”means CASM excluding fuel costs,non-cash management stock compensationexpense, costs arising from our Cargo operations, depreciation and amortization recognized on certainassets that generate lease income, certain commissions, an