0001362468 false Las Vegas NV 0001362468 2025-11-01 2025-11-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2025

|  |  |  | Allegiant Travel Company |  |  |  |
|  | (Exact name of registrant as specified in its charter) |  |
| Nevada |  | 001-33166 |  | 20-4745737 |
| (State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.) |
|  | 1201 North Town Center Drive |  |  |  |
|  | Las Vegas, NV |  | 89144 |  |
|  | (Address of principal executive offices) |  | (Zip Code) |  |

Registrant’s telephone number, including area code: (702) 851-7300

|  |  |  | N/A |  |  |  |
| (Former name or former address, if changed since last report.) |

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common stock, par value $0.001 |  | ALGT |  | NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
On November 4, 2025, Allegiant Travel Company (the “Company”) issued the press release attached as Exhibit 99.1 to this Form 8-K concerning our results of operations for the quarter ended September 30, 2025.
The information in Section 2 of this Current Report on Form 8-K and in Exhibit 99.1 is deemed to be furnished and is not to be considered to be “filed” with the Securities and Exchange Commission. As such, this information shall not be incorporated by reference into any of our reports or other filings made with the Securities and Exchange Commission.
Non-GAAP Financial Measures: Both the press release furnished as Exhibit 99.1 and Exhibit 99.2 contain non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these financial measures are useful in evaluating the Company’s performance, this information should be considered to be supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies.
Forward-Looking Statements: Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, statements in the press release filed as Exhibit 99.1 and statements in the 3Q25 Earnings Call Slides furnished as Exhibit 99.2 that are not historical facts are forward-looking statements. These forward-looking statements are only estimates or predictions based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include our statements regarding future airline operations, revenue, expenses and earnings, available seat mile growth, expected capital expenditures, the cost of fuel, the timing of aircraft acquisitions and retirements, the number of contracted aircraft to be placed in service in the future, our ability to consummate announced aircraft transactions, as well as other information concerning future results of operations, business strategies, financing plans, competitive position, industry environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," “guidance,” "anticipate," "intend," "plan," "estimate," “project”, “hope” or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. Important risk factors that could cause our results to differ materially from those expressed in the forward-looking statements generally may be found in our periodic reports filed with the Securities and Exchange Commission at www.sec.gov. These risk factors include, without limitation, the impact of regulatory reviews of, and production limits on, The Boeing Company on our aircraft delivery schedule, an accident involving, or problems with, our aircraft, public perception of our safety, our reliance on our automated systems, our reliance on Boeing to deliver aircraft under contract to us on a timely basis, risk of breach of security of personal data, volatility of fuel costs, labor issues and costs, the ability to obtain regulatory approvals as needed , the effect of economic conditions on leisure travel, debt covenants and balances, the impact of government regulations on the airline industry, the ability to finance aircraft to be acquired, the ability to obtain necessary government approvals to implement the announced alliance with Viva Aerobus and to otherwise prepare to offer international service from our markets, terrorist attacks, risks inherent to airlines, our competitive environment, our reliance on third parties who provide facilities or services to us, the impact of the possible loss of key personnel, economic and other conditions in markets in which we operate, increases in maintenance costs and availability of outside maintenance contractors to perform needed work on our aircraft on a timely basis and at acceptable rates, cyclical and seasonal fluctuations in our operating results and the perceived acceptability of our environmental, social and governance efforts.
Any forward-looking statements are based on information available to us today and we undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company announced the designation of Robert J. Neal as President of the Company effective as of November 1, 2025. He will also continue to serve in the role of Chief Financial Officer. Mr. Neal, age 41, has served as our executive vice president or senior vice president, chief financial officer since January 2023, having previously served as senior vice president, corporate

finance from February 2021 until January 2023 and as our vice president, fleet planning and corporate finance from 2016 until February 2021. Mr. Neal has been employed by us in various capacities with ever increasing responsibilities since 2007.
Gregory Anderson, who currently serves as our Chief Executive Officer and President will continue to serve as Chief Executive Officer of the Company.
In addition, effective as of November 1, 2025, and given the sale of the Company’s Sunseeker Resort, Micah Richins no longer serves as an executive officer of the Company.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
We are supplementing our press release with updated information for investors relating to our financial performance and outlook as well as other information regarding our business. The update is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information in Section 7 of this Current Report on Form 8-K and Exhibit 99.2 filed herewith is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. As such, this information shall not be incorporated by reference into any of the Company’s reports or other filings made with the Securities and Exchange Commission.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
a.Not applicable.
b.Not applicable.
c.Not applicable.
d.Exhibits

Exhibit No. | Description of Document
99.1 | Press Release issued by Allegiant Travel Company on November 4, 2025
99.2 | 3Q25 Earnings Call Slides

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 4, 2025 | ALLEGIANT TRAVEL COMPANY |
| By: | /s/ Robert J. Neal |
| Name: | Robert J. Neal |
| Title: | President and Chief Financial Officer |

EXHIBIT INDEX

Exhibit No. | Description of Document
99.1 | Press Release issued by Allegiant Travel Company on November 4, 2025
99.2 | 3Q25 Earnings Call Slides