Allegiant Travel (ALGT) risk factors, FY2025 10-K

Allegiant Travel's FY2025 10-K, filed Feb 26, 2026, lists 48 risk factors in 3 groups. Against the prior year's 34: 17 new, 3 dropped, 13 substantially reworded.

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Risk factors listed
483 groups
New this year
17vs 34 last year
Dropped
3since the prior 10-K
Substantially reworded
13of those kept
Section length
12k wordsItem 1A

What the changes say

  • The risk profile is dominated by the proposed acquisition of Sun Country Airlines and its complex integration challenges.
  • Fleet modernization continues with Boeing 737 MAX deliveries amid ongoing regulatory and labor pressures.

What changed since the prior 10-K

New

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    The proposed acquisition of Sun Country will involve substantial costs and the pendency of the proposed acquisition of Sun Country may cause disruption in our business

    The proposed acquisition of Sun Country will divert management attention, restrict ordinary business operations, and incur substantial non-recurring transaction and potential litigation costs.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    Shareholder litigation could prevent or delay the consummation of the proposed acquisition of Sun Country or otherwise negatively impact our business, operating results and financial condition

    Anticipated shareholder class action and derivative lawsuits could delay the Sun Country acquisition and result in substantial defense and settlement costs.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    Failure to complete the proposed acquisition of Sun Country in a timely manner or at all could negatively impact the market price of our common stock, as well as our future business and our results of operations and financial condition

    Failure to satisfy closing conditions or complete the Sun Country acquisition could depress our stock price and leave us with unrecoverable transaction costs.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    If the proposed acquisition of Sun Country is not consummated, there can be no assurance that these risks will not materialize and will not materially adversely affect our stock price, business, results of operations or financial condition

    Failure to obtain necessary regulatory approvals for the Sun Country acquisition could jeopardize the transaction or reduce its anticipated benefits.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    Governmental authorities may also commence litigation against us, or both us and Sun Country, to prevent the proposed acquisition of Sun Country from occurring. Defending any such lawsuit will be time-consuming and expensive and there can be no assurance that we and Sun Country would ultimately be successful

    Governmental antitrust litigation or a U.S. government shutdown could delay or prevent regulatory clearances required to consummate the Sun Country acquisition.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    The Merger Agreement contains provisions that restrict our ability to consider alternative transaction proposals

    Non-solicitation provisions in the Merger Agreement restrict our ability to consider alternative third-party business combination proposals.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    The proposed acquisition of Sun Country may impair our ability to attract and retain qualified employees or retain and maintain relationships with our suppliers and other business partners

    Uncertainties surrounding the Sun Country acquisition may impair our ability to retain key employees and maintain relationships with suppliers.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    After completion of the proposed Sun Country acquisition, we may not be able to successfully integrate the businesses and realize the anticipated benefits of the proposed acquisition of Sun Country

    We may fail to achieve the anticipated synergies, operational efficiencies, and financial benefits of combining with Sun Country.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    the anticipated time frame, or at all, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected and the value of our common stock may be harmed

    Integrating Sun Country's complex systems, fleets, and union agreements involves unprecedented scale, risk of performance shortfalls, and management diversion.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues, and diversion of management’s time and energy, which could materially affect our financial position, results of operations, and cash flows

    Transitioning day-to-day operations under a single FAA operating certificate for Allegiant and Sun Country carries unforeseen expenses and operational hurdles.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    Our future results may be adversely impacted if we do not effectively manage our expanded operations following completion of the proposed Sun Country acquisition

    Managing our significantly larger post-acquisition scale requires new operational and financial initiatives to avoid increased costs and complexity.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    The market price of our common stock may be affected by factors different from those that are currently affecting or have historically affected the price of our common stock or Sun Country’s common stock

    Post-acquisition stock performance and operations will be subject to new, unfamiliar risks arising from Sun Country's distinct business model.

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    The need to integrate Sun Country’s workforce with ours following the proposed acquisition of Sun Country presents the potential for delay in achieving expected synergies, increased labor costs or labor disputes that could adversely affect our operations

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    The market price of our common stock may decline as a result of the proposed Sun Country acquisition

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    We expect to incur substantial expenses related to the completion of the proposed Sun Country acquisition and the integration of Sun Country

  • NewRisks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

    Our indebtedness may limit our flexibility and increase borrowing costs

  • NewRisks Related to Allegiant

    significantly negative impact on our operating costs. A fuel supply shortage or higher fuel prices could result in reduction of our service during the period affected

Dropped

  • DroppedRisks Related to Allegiant

    The successful operation of our Sunseeker Resort and ability to enter into a suitable arrangement with a capital partner are dependent on commercial and economic factors, some of which are beyond our control

  • DroppedRisks Related to Allegiant

    The success of our proposed alliance with VivaAerobus will depend on our ability to obtain necessary government approvals and other factors

  • DroppedRisks Related to Allegiant

    complying with these and other laws, rules and regulations, including new federal legislative and DOT regulatory requirements in the consumer-protection area, cannot be predicted and could significantly increase our costs of doing business

Reworded

  • 94% rewrittenRisks Related to Allegiant

    Our maintenance costs may increase as our fleet ages

    Updated the average age of the Airbus fleet from 16.0 years to 17.2 years as of February 1, 2026.

  • 89% rewrittenRisks Related to Allegiant

    Changes in government laws and regulations imposing additional requirements and restrictions on our operations could increase our operating costs

    Added cockpit voice recorder durations to the list of specific FAA regulatory requirements impacting airline operations.

  • 57% rewrittenRisks Related to Allegiant

    Further, we have four employee groups (pilots, flight attendants, flight dispatchers and maintenance technicians) which have elected union representation. These groups represent approximately 71.2 percent of our employees (full-time equivalent)

    Clarified pilot retention bonus language regarding employment status at the time a new collective bargaining agreement is ratified.

    Was: Further, we have four employee groups (pilots, flight attendants, flight dispatchers and maintenance technicians) which have elected union representation. These groups represent approximately 61.8 percent of our employees (full-time equivalent)

  • 56% rewrittenRisks Related to Allegiant

    We are relying on Boeing to deliver our new 737 MAX aircraft to support airline growth and to replace aircraft we have designated for retirement or whose leases are expiring

    Updated Boeing delivery figures to show 16 aircraft accepted as of February 13, 2026, and added risks regarding delayed profitability and higher interest costs for pre-delivery deposits.

  • 37% rewrittenRisks Related to Allegiant

    Any subsequent FAA action or any future adverse 737 MAX events or safety concerns might disproportionately impact us as we rely on these new aircraft to augment our fleet as well as to replace aircraft to be retired

    Removed prior year references to the specific Alaska Airlines 737 MAX 9 door plug incident and the global count of 1,100 operating MAX aircraft.

  • 34% rewrittenRisks Related to Allegiant

    Future union contracts with these, or other, work groups could put additional pressure on our labor costs

    Added a legal compliance qualifier regarding union work groups and potential work slowdowns or stoppages.

  • 33% rewrittenRisks Related to Allegiant

    Fuel costs constituted approximately 24.9 percent of our total operating expenses in 2025. Significant increases in fuel costs have negatively affected our operating results in the past, and future fuel cost volatility could materially affect our financial condition and results of operations

    Noted that fuel costs accounted for approximately 24.9 percent of total operating expenses in 2025.

    Was: Fuel costs constituted approximately 22.8 percent of our total operating expenses in 2024. Significant increases in fuel costs have negatively affected our operating results in the past, and future fuel cost volatility could materially affect our financial condition and results of operations

  • 33% rewrittenRisks Related to Allegiant

    Any inability to obtain financing for aircraft under contract could harm our fleet growth plan

    Updated secured revolving credit line availability for aircraft financing down from $275.0 million to $250.0 million as of February 1, 2026.

  • 32% rewrittenRisks Related to Allegiant

    We rely on third parties to provide us with aircraft, facilities and services that are integral to our business

  • 24% rewrittenRisks Related to Allegiant

    Our indebtedness, debt service obligations and other commitments could adversely affect our business, financial condition and results of operations as well as limit our ability to react to changes in the economy or our industry and prevent us from servicing our debt and operating our business

  • 23% rewrittenRisks Related to Allegiant

    The inability to attract and retain qualified flight crew and other airline personnel could limit our growth plans and adversely affect our business and results of operations

  • 22% rewrittenRisks Related to Allegiant

    Covenants in our senior secured notes and revolving credit facility could limit how we conduct our business, which could affect our long-term growth potential

  • 21% rewrittenRisks Related to Allegiant

    Our reputation and brand could be harmed if various stakeholders are not satisfied with our sustainability disclosures, goals and progress

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Proposed Acquisition of Sun Country Airlines Holdings, Inc

  1. 01The proposed acquisition of Sun Country will involve substantial costs and the pendency of the proposed acquisition of Sun Country may cause disruption in our businessNew
  2. 02Shareholder litigation could prevent or delay the consummation of the proposed acquisition of Sun Country or otherwise negatively impact our business, operating results and financial conditionNew
  3. 03Failure to complete the proposed acquisition of Sun Country in a timely manner or at all could negatively impact the market price of our common stock, as well as our future business and our results of operations and financial conditionNew
  4. 04If the proposed acquisition of Sun Country is not consummated, there can be no assurance that these risks will not materialize and will not materially adversely affect our stock price, business, results of operations or financial conditionNew
  5. 05Governmental authorities may also commence litigation against us, or both us and Sun Country, to prevent the proposed acquisition of Sun Country from occurring. Defending any such lawsuit will be time-consuming and expensive and there can be no assurance that we and Sun Country would ultimately be successfulNew
  6. 06The Merger Agreement contains provisions that restrict our ability to consider alternative transaction proposalsNew
  7. 07The proposed acquisition of Sun Country may impair our ability to attract and retain qualified employees or retain and maintain relationships with our suppliers and other business partnersNew
  8. 08After completion of the proposed Sun Country acquisition, we may not be able to successfully integrate the businesses and realize the anticipated benefits of the proposed acquisition of Sun CountryNew
  9. 09the anticipated time frame, or at all, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected and the value of our common stock may be harmedNew
  10. 10Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues, and diversion of management’s time and energy, which could materially affect our financial position, results of operations, and cash flowsNew
  11. 11Our future results may be adversely impacted if we do not effectively manage our expanded operations following completion of the proposed Sun Country acquisitionNew
  12. 12The market price of our common stock may be affected by factors different from those that are currently affecting or have historically affected the price of our common stock or Sun Country’s common stockNew
  13. 13The need to integrate Sun Country’s workforce with ours following the proposed acquisition of Sun Country presents the potential for delay in achieving expected synergies, increased labor costs or labor disputes that could adversely affect our operationsNew
  14. 14The market price of our common stock may decline as a result of the proposed Sun Country acquisitionNew
  15. 15We expect to incur substantial expenses related to the completion of the proposed Sun Country acquisition and the integration of Sun CountryNew
  16. 16Our indebtedness may limit our flexibility and increase borrowing costsNew

Risks Related to Allegiant

  1. 17We are relying on Boeing to deliver our new 737 MAX aircraft to support airline growth and to replace aircraft we have designated for retirement or whose leases are expiring56% rewritten
  2. 18Any subsequent FAA action or any future adverse 737 MAX events or safety concerns might disproportionately impact us as we rely on these new aircraft to augment our fleet as well as to replace aircraft to be retired37% rewritten
  3. 19Fuel costs constituted approximately 24.9 percent of our total operating expenses in 2025. Significant increases in fuel costs have negatively affected our operating results in the past, and future fuel cost volatility could materially affect our financial condition and results of operations33% rewritten
  4. 20significantly negative impact on our operating costs. A fuel supply shortage or higher fuel prices could result in reduction of our service during the period affectedNew
  5. 21Our reputation and financial results could be harmed in the event of an accident or restrictions affecting aircraft in our fleet
  6. 22In-flight emergencies affecting our aircraft, and resulting media attention, could also contribute to a public perception regarding safety concerns and a loss of business
  7. 23Our low-cost structure is one of our primary competitive advantages, and many factors could affect our ability to control our costs
  8. 24Further, we have four employee groups (pilots, flight attendants, flight dispatchers and maintenance technicians) which have elected union representation. These groups represent approximately 71.2 percent of our employees (full-time equivalent)57% rewritten
  9. 25Future union contracts with these, or other, work groups could put additional pressure on our labor costs34% rewritten
  10. 26The inability to attract and retain qualified flight crew and other airline personnel could limit our growth plans and adversely affect our business and results of operations23% rewritten
  11. 27We rely heavily on automated systems to operate our business and any failure of these systems could harm our business
  12. 28Unfavorable economic conditions may adversely affect travel from our markets to our leisure destinations
  13. 29Increases in taxes could impact demand for our services
  14. 30Our indebtedness, debt service obligations and other commitments could adversely affect our business, financial condition and results of operations as well as limit our ability to react to changes in the economy or our industry and prevent us from servicing our debt and operating our business24% rewritten
  15. 31Covenants in our senior secured notes and revolving credit facility could limit how we conduct our business, which could affect our long-term growth potential22% rewritten
  16. 32These loan agreements contain various events of default (including failure to comply with the covenants under these loan agreements), and upon an event of default the lenders may, subject to various cure rights, require the immediate payment of all amounts outstanding under the these loans
  17. 33Any inability to obtain financing for aircraft under contract could harm our fleet growth plan33% rewritten
  18. 34Our maintenance costs may increase as our fleet ages94% rewritten
  19. 35We rely on third parties to provide us with aircraft, facilities and services that are integral to our business32% rewritten
  20. 36We may not be able to maintain or grow our ancillary revenues
  21. 37Our business could be harmed if we lose the services of key personnel
  22. 38Our reputation and brand could be harmed if various stakeholders are not satisfied with our sustainability disclosures, goals and progress21% rewritten
  23. 39Our operating results could be affected by outbreaks of communicable diseases
  24. 40The airline industry is highly competitive and future competition in our underserved markets could harm our business
  25. 41A future act of terrorism, the threat of such acts, or escalation of U.S. military involvement overseas could adversely affect our industry
  26. 42Changes in government laws and regulations imposing additional requirements and restrictions on our operations could increase our operating costs89% rewritten
  27. 43Existing and proposed state-specific labor laws could affect our ability to schedule and operate flights efficiently, and as a result could increase our operating costs and liability exposure
  28. 44Airlines are often affected by factors beyond their control, including air traffic congestion, weather conditions, increased security measures, and a reduction in demand to any particular market, any of which could harm our operating results and financial condition

Risks Related to Our Stock Price

  1. 45The market price of our common stock may be volatile, which could cause the value of an investment in our stock to decline
  2. 46The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect the trading price of our common stock
  3. 47Other companies may be deterred from attempting to acquire us or our stock, even at prices in excess of current market prices, due to the effects of Nevada statutes
  4. 48Our corporate charter and bylaws include provisions limiting voting by non-U.S. citizens

Other Allegiant Travel 10-Ks

  • FY2024 10-K risk factors
    34 risks

    Heavy reliance on Boeing 737 MAX deliveries and quality oversight after recent safety incidents.

    Filed Mar 03, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.