Connect with us

Technology

Notice of annual general meeting in Truecaller AB

Published

on

STOCKHOLM, April 20, 2026 /PRNewswire/ — The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The shareholders in Truecaller AB, Reg. No. 559278-2774, are hereby invited to attend the annual general meeting (Sw. årsstämma) to be held at the company’s premises at Mäster Samuelsgatan 56 in Stockholm, Sweden, on Friday 22 May 2026 at 11:00 a.m. CEST.

Right to participate in the meeting and notice of participation
Shareholders wishing to attend the annual general meeting must:

be registered in the company’s share register kept by Euroclear Sweden AB as of Wednesday 13 May 2026; and

no later than on Monday 18 May 2026, notify the company of their intention to participate in the annual general meeting by mail to Computershare AB, “Truecaller’s AGM”, P.O. Box 149, SE-182 12 Danderyd, Sweden, by phone to +46(0)771 24 64 00, by e-mail to proxy@computershare.se, or electronically on the company’s website, (corporate.truecaller.com/governance/general-meetings). The notice should specify the complete name of the shareholder, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Monday 18 May 2026. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxies etc.
A proxy representing a shareholder must bring a written, dated and by the shareholder signed power of attorney to the annual general meeting. The validity term of the power of attorney may be at the longest five years if this is specifically stated. In case no validity term is stated, the power of attorney is valid for at the longest one year. Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation. A template power of attorney can be found at the company website (corporate.truecaller.com/governance/general-meetings) and will be sent by mail to the shareholders who request it and state their address.

Proposed agenda 

0.        Opening of the meeting.

Election of chairman of the meeting.

Preparation and approval of the voting register.

Approval of the agenda.

Election of one or two persons to attest the minutes.

Determination as to whether the meeting has been duly convened.

Address by the chief executive officer.

Presentation of the annual report and the auditor’s report and the consolidated annual report and the auditor’s report on the consolidated annual report.

Resolution: 

a. in respect of the adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet;

b. in respect of the allocation of the company’s profits as set forth in the adopted balance sheet; and

c. in respect of discharge from liability of the board members and the chief executive officer.

Determination of the number of board members and the number of auditors and deputy auditors.

Determination of remuneration for the members of the board of directors.

Determination of remuneration for the auditors.

Election of board.
a. re-election of Alan Mamedi,

b. re-election of Annika Poutiainen,

c. re-election of Nami Zarringhalam,

d. re-election of Shailesh Lakhani,

e. re-election of Aruna Sundararajan.

f. new election of Sandeep Bhushan.

Election of chairman of the board.

Election of auditor.

Resolution on approval of remuneration report. 

Resolution on establishment of principles for the Nomination Committee.

Resolution on authorization for the board of directors regarding issues.

Resolution on authorization for the board of directors regarding repurchase and transfer of series B shares in the company.

Resolution on (A) reduction of the share capital by way of cancellation of own shares, and (B) increase of the share capital by way of bonus issue. 

Closing of the meeting.

Proposed resolutions

Item 1: Election of chairman of the meeting
The Nomination Committee, that has consisted of Kamjar Hajabdolahi (chairman), appointed by Nami Zarringhalam, Sven Törnkvist, appointed by Alan Mamedi, Staffan Ringvall, appointed by Handelsbanken Fonder, and Alan Mamedi, representing the board of directors, proposes that Annika Poutiainen is elected as chairwoman of the meeting.

Item 8 b: Resolution in respect of the allocation of the company’s profits as set forth in the adopted balance sheet
The board of directors proposes payment of a dividend of SEK 0.28 per series A and series B share. The record date to receive the dividend is proposed to be 26 May 2026. If the annual general meeting resolves in accordance with the proposal, payment of the dividend is expected to be performed through Euroclear Sweden AB on 29 May 2026. 

Item 9: Determination of the number of board members and the number of auditors and deputy auditors
The Nomination Committee proposes that the board of directors shall be composed of six (6) board members. Furthermore, it is proposed, in accordance with the recommendation from the Audit Committee, that one registered public accounting firm is appointed as auditor.

Item 10: Determination of remuneration for the members of the board of directors
The Nomination Committee proposes that board remuneration shall be paid with SEK 650,000 to the chairman of the board of directors and with SEK 500,000 to each of the other board members. It is further proposed that remuneration for committee work shall be paid with SEK 250,000 to the chairman of the Audit Committee, with SEK 100,000 to each of the other members of the Audit Committee, with SEK 150,000 to the chairman of the Remuneration Committee and with SEK 80,000 to each of the other members of the Remuneration Committee. The board remuneration is unchanged from the previous year.

Item 11: Determination of remuneration for the auditors 
The Nomination Committee proposes that remuneration for the auditor is, in accordance with the recommendation from the Audit Committee, paid in accordance with customary norms and approved invoice.

Item 12: Election of board
The Nomination Committee proposes that Alan Mamedi, Annika Poutiainen, Nami Zarringhalam, Shailesh Lakhani and Aruna Sundararajan are re-elected as board members. The Nomination Committee further proposes that Sandeep Bhushan is elected as new board member. Helena Svancar has declined re-election.

Mr. Bhushan, born 1974, brings extensive and direct experience from leading advertising platforms, having most recently served as India Director of Global Marketing Solutions at Meta, where he built and led a USD multi billion revenue business and was responsible for enterprise monetisation across complex advertising markets. His background further includes senior leadership at Samsung and WSJ/Mint, providing him with experience from the perspective of major advertisers operating across both platform and agency environments. Through these roles, Mr. Bhushan has developed substantial expertise in the dynamics of digital advertising ecosystems, including channel design, incentive structures, pricing and the interaction between advertiser relationships and long-term platform trust.

Mr. Bhushan possesses deep and proven knowledge of the Indian market, as well as a strong understanding of international markets. His experience navigating commercial and regulatory challenges within India’s complex environment is considered particularly valuable given Truecaller’s strategic priorities in India.

Mr. Bhushan’s other ongoing assignments include: Board member of Traya Health. Mr. Bhushan holds no shares in the company. Mr. Bhushan is considered to be independent both in relation to the company and its management aswell as in relation to its major shareholders.

Information on the board members proposed for re-election can be found at the company website (https://corporate.truecaller.com/governance/board-of-directors) and in the annual report. 

Item 13: Election of chairman of the board
The Nomination Committee proposes that Nami Zarringhalam is re-elected as chairman of the board of directors.

Item 14: Election of auditor
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that Ernst & Young AB is re-elected as accounting firm. Ernst & Young AB has informed that the authorized public accountant Anna Svanberg will be the auditor in charge.

Item 15: Resolution on approval of remuneration report
The board of directors proposes that the annual general meeting resolves to approve the board of directors’ remuneration report for the financial year 2025.

Item 16: Resolution on establishment of principles for the Nomination Committee
The Nomination Committee proposes that the following principles for the Nomination Committee shall apply.

The chair of the board of directors shall contact the three largest shareholders or groups of shareholders in terms of votes (this refers to both directly registered shareholders and nominee registered shareholders), according to Euroclear Sweden AB’s transcript of the share register as of 30 September each year, each appointing a representative to, together with the chair of the board of directors, constitute the Nomination Committee for the period until a new Nomination Committee has been appointed in accordance with a mandate from the annual general the coming year.

In the event that one of the three largest shareholders or groups of shareholders does not wish to appoint such a representative, the fourth largest shareholder or group of shareholders shall be consulted and so on until the Nomination Committee consists of four members (including the chair of the board).

The majority of the members of the Nomination Committee shall be independent in relation to the company and the company’s management. At least one of the members of the Nomination Committee shall be independent in relation to the largest shareholder in terms of votes or group of shareholders who cooperate on the company’s management. The CEO or any other person from the company’s management shall not be a member of the Nomination Committee. Board members may be members of the Nomination Committee but shall not constitute a majority of its members. If more than one board member is a member of the Nomination Committee, no more than one of them may be dependent in relation to the company’s major shareholders.

The Nomination Committee appoints the chairman of the committee among themselves. The appointed board member or other board members shall not be chairman of the Nomination Committee.

The composition of the Nomination Committee shall be announced no later than six months before the annual general meeting. If one or more shareholders who have appointed representatives to the Nomination Committee no longer belong to the three largest shareholders in the company at a time more than two months before the annual general meeting, the representatives of these shareholders shall resign from their duties and new members shall be appointed by the new shareholders who then belong to the three largest shareholders. If a member of the Nomination Committee resigns before the nomination committee’s work is completed, the same shareholder who appointed the outgoing member shall, if deemed necessary, have the right to appoint a new member, or if the shareholder is no longer among the three largest shareholders, the largest shareholder in turn, in accordance with the principles above, but on the basis of Euroclear Sweden AB’s print of the share register as soon as possible after the member has left his post.

Changes in the composition of the Nomination Committee shall be made public immediately.

No remuneration shall be paid to the members of the Nomination Committee. The company shall pay the necessary expenses that the Nomination Committee may incur within the framework of its work.

The term of office of the Nomination Committee ends when the subsequent Nomination Committee has been announced.

The Nomination Committee shall start its work as soon as possible after the announcement of the composition of the committee. The task for the Nomination Committee is to submit proposals on the following issues for resolution to the annual general meeting:

a. proposal for the chairman of the meeting;

b. proposals for members of the board of directors;

c. proposal for chairman of the board of directors;

d. proposal for auditors;

e. proposals for board fees, with a division between the chairman and the other members of the board of directors;

f. proposal for fees for the company’s auditors; and

g. proposal for principles for the appointment of the Nomination Committee for the annual general meeting.

These principles for the Nomination Committee shall be valid until further notice until a resolution on amendment is passed by a general meeting.

Item 17: Resolution on authorization for the board of directors regarding issues
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new series B shares, convertibles and/or warrants entitling to conversion or subscription of series B shares. The total number of series B shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 37,501,755, which corresponds to a dilution of ten (10) percent of the number of issued shares after the completion of the cancellation of shares proposed under item 19 on the agenda. To the extent an issue is made with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to customary new issue discount, as applicable). The purpose of the authorization is to be able to carry out and finance acquisitions of companies and assets and to give the board of directors increased room for maneuver and the opportunity to adapt and improve the company’s capital structure.

Item 18: Resolution on authorization for the board of directors regarding repurchase and transfer of series B shares in the company 
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, to resolve on repurchase and transfer of series B shares in the company. Repurchase of series B shares may be made of a maximum number of shares so that the company’s shareholding does not, at each time, exceed ten (10) percent of all outstanding shares in the company. Repurchase of series B shares on Nasdaq Stockholm may be made at a price per share that does not exceed the higher of the most recent independent trade and the highest current independent bid on the trading venue where the purchase is carried out, or otherwise on the terms and conditions determined by Nasdaq Stockholm. The company may however assign a stock exchange member to accumulate a certain amount of the company’s own series B shares by proprietary trading during a certain time period and on the day of delivery pay the volume weighted average price for the market as a whole for such period of time, even if the volume weighted average price falls outside the range of prices on the day of delivery. Acquisitions may not be made at a price lower than the lowest price at which an independent trade can be made. Payment of the series B shares shall be made in cash.

Transfer of series B shares may be made of the total number of shares held by the company from time to time. Transfer may be made with deviation from the shareholders’ preferential rights on Nasdaq Stockholm. Transfer may also be made to third parties in connection with acquisition of companies, operations, or assets. Transfer of series B shares on Nasdaq Stockholm may only be made at a price per share within the registered price interval of the company’s share at the time, or otherwise in accordance with applicable regulations, and if the transfer is made in another way, at a price corresponding to prices in money or value of property received that corresponds to the price of the company’s series B share at the time of the transfer of the shares being transferred with the deviation considered appropriate by the board of directors. Transfer in connection with acquisitions may be made at a market value assessed by the board of directors. Payment for transferred series B shares can be made in cash, through an issue in kind or set-off.

The purpose of the authorizations is to give the board of directors the opportunity to continuously adapt the company’s capital structure and thereby contribute to increased shareholder value, to be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions of companies, operations, or assets with the company’s own shares, and for financing and/or securing the delivery of series B shares in long-term incentive programs approved by the general meeting.

Item 19: Resolution on (A) reduction of the share capital by way of cancellation of own shares, and (B) increase of the share capital by way of bonus issue
A. Reduction of the share capital by way of cancellation of own shares
The board of directors proposes that the annual general meeting resolves to reduce the share capital by way of cancellation of 16,274,926 own series B shares that have been repurchased by the board of directors based on the authorization given at the annual general meeting in 2025. Through the reduction, the share capital is reduced by SEK 35,194.823547. The purpose of the reduction is allocation to unrestricted equity.

B. Increase of the share capital by way of bonus issue
To restore the share capital after the proposed reduction of the share capital set out in A above, the board of directors proposes that the annual general meeting simultaneously resolves to increase the share capital by SEK 35,194.823547 through a bonus issue, by transferring the same amount from the company’s unrestricted equity without the issuance of new shares. 

The board’s report in accordance with Chapter 20, Section 13 of the Swedish Companies Act (2005:551)
In accordance with Chapter 20, Section 13 of the Swedish Companies Act, the board of directors reports as follows. The resolution to reduce the company’s share capital by cancellation of own series B shares according to item A can be carried out without authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a general court, since the company at the same time carries out an equal increase of the share capital through a bonus issue in accordance with to item B above. Thus, the company’s restricted equity and share capital will remain unchanged. 

The board of directors’ proposal in accordance with item A and B above shall be resolved upon as one resolution by the annual general meeting.

Particular majority requirements
For valid resolutions on the proposals pursuant to items 17-19, the proposals have to be supported by shareholders representing at least two thirds of the votes cast as well as of all shares represented at the annual general meeting.

Information at the annual general meeting
The board of directors and the chief executive officer shall at the annual general meeting, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group.

Financial statements and complete proposals
Financial statements, the audit report, the board of directors’ remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives as well as the complete proposals for resolutions with ancillary documents pursuant to the Swedish Companies Act, will be available for the shareholders at the company’s office at Mäster Samuelsgatan 56, SE-111 21 Stockholm, Sweden, and at the company’s website (corporate.truecaller.com/governance/general-meetings) as from no later than three weeks prior to the annual general meeting. Copies of the documents will be sent to the shareholders upon their request to the company, provided that such shareholders state their address, and will also be made available at the annual general meeting.

Number of shares and votes in the company
The total number of shares in the company amounts to 353,790,721, of which 46,783,800 are series A shares with ten votes per share, 301,993,135 are series B shares with one vote per share and 5,013,786 are series C shares with one vote per share. The number of votes in the company amounts to 774,844,921. As per the date of the notice to the annual general meeting, the company holds 22,274,926 series B shares and 5,013,786 series C shares, that cannot be represented at the meeting.

Processing of personal data
For information on how your personal data is processed, see 
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.  

____________________

Stockholm in April 2026

Truecaller AB (publ)

The Board of Directors

For more information, please contact:
Andreas Frid, Head of IR & Communication

+46 705 290800
andreas.frid@truecaller.com

This information was submitted for publication, through the agency of the contact person set out above, at the time stated by the company’s news distributor, Cision, at the publication of this press release.

About Truecaller:
Truecaller (TRUE B) is the leading global platform for verifying contacts and blocking unwanted communication. We enable safe and relevant conversations between people and make it efficient for businesses to connect with consumers. Fraud and unwanted communication are endemic to digital economies. especially in emerging markets. We are on a mission to build trust in communication. Truecaller is an essential part of everyday communication for almost 500 million active users. Truecaller is listed on Nasdaq Stockholm since 8 October 2021. For more information please visit corporate.truecaller.com

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/truecaller-ab/r/notice-of-annual-general-meeting-in-truecaller-ab,c4337275

The following files are available for download:

https://mb.cision.com/Main/20429/4337275/4046504.pdf

Notice of Annual General Meeting 2026

View original content:https://www.prnewswire.com/news-releases/notice-of-annual-general-meeting-in-truecaller-ab-302747382.html

SOURCE Truecaller AB

Continue Reading
Click to comment

Leave a Reply

Your email address will not be published. Required fields are marked *

Technology

Allegiant Announces Future Board Composition Following Sun Country Acquisition

Published

on

By

LAS VEGAS, April 20, 2026 /PRNewswire/ — Allegiant Travel Company (NASDAQ: ALGT) today announced the anticipated structure of its Board of Directors following the acquisition of Sun Country Airlines (NASDAQ: SNCY). Upon closing, the Allegiant Board will expand from eight to eleven members with Jude Bricker, Jennifer Vogel and Thomas Kennedy, all current Sun Country Board members, to join Allegiant’s Board at that time.

In January, Allegiant announced it was acquiring Sun Country in a transaction expected to close as early as May 13, 2026. The combination will form the leading, leisure-focused U.S. airline that is expected to expand affordable, convenient service to more vacation destinations domestically and internationally. After closing, the combined company will operate under the Allegiant name. The airlines will continue operating separately until receiving a single operating certificate from the FAA. There is expected to be no immediate change to ticketing or schedules, and customers can continue to book their flights through allegiant.com and suncountry.com.

“This combination marks a major achievement for both Allegiant and Sun Country, and we look forward to the Allegiant leadership team guiding the company forward,” said Maurice J. Gallagher, Allegiant’s founder and Board Chairman. He added, “The addition of Jude Bricker, Jennifer Vogel, and Thomas Kennedy to our Board reflects the governance structure established for the combined company in the Merger Agreement, and brings to the Allegiant Board even greater expertise in airlines, finance and corporate leadership that will benefit the shareholders, employees and customers of the combined companies.”

Joining the Board upon closing will be:

Jude Bricker has served as President and CEO of Sun Country Airlines since 2017 and has been a Sun Country director since 2018. A seasoned aviation executive with two decades of industry experience, he previously served as Allegiant’s Chief Operating Officer and held multiple leadership roles at Allegiant from 2006–2017, overseeing key commercial, operational, and financial functions. Earlier, he was a finance manager at American Airlines. He also served as an infantry officer in the United States Marine Corps from 1996 to 2002. Mr. Bricker holds a B.S. in Civil Engineering from Texas A&M University and an MBA from the University of Texas, and he is an independent director of SAS Airlines.

Jennifer Vogel has served as Chair of the Sun Country Airlines Board since March 2023 and has been a director since 2022. She is a former senior airline legal and compliance executive, having served as Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer of Continental Airlines (retired 2010). Ms. Vogel currently serves on the boards of AAR Corp. and the Telluride Regional Airport Authority and previously served on the board of Virgin America. She holds a BBA from the University of Iowa and a JD from the University of Texas.

Thomas C. Kennedy has served on the Sun Country Airlines Board since 2021. He is President and CEO, North America at SIXT Rental Car and previously served as its President and CFO. Mr. Kennedy is a former public-company CFO, including as CFO of Hertz Global Holdings, with earlier senior finance leadership roles at Hilton Worldwide and Northwest Airlines. He holds a BA in Economics from Tulane University and an MBA from Harvard University.

“We are excited to welcome these accomplished leaders to Allegiant’s Board upon closing,” said Gregory C. Anderson, CEO of Allegiant. “Their experience and perspective will be valuable as we continue building a stronger, differentiated airline that better serves the communities and customers across our combined network.”

The current Allegiant Board, led by Chairman Maurice J. Gallagher, will continue its oversight responsibilities, with the new members joining effective upon the completion of the Sun Country acquisition.

Strategically, the combination brings together complementary route networks – Allegiant’s focus on small and mid-sized markets and Sun Country’s presence in larger cities – creating more than 650 routes (551 Allegiant routes and 105 Sun Country routes) and connecting Minneapolis–St. Paul to additional mid-sized markets while expanding nonstop access to popular leisure destinations. The combined airline also adds broader international reach by leveraging Sun Country’s service across Mexico, Central America, Canada, and the Caribbean, providing Allegiant customers access to 18 international destinations. The combined company will be headquartered in Las Vegas while maintaining a significant presence in Minneapolis–St. Paul.

About Allegiant – Together We Fly™
Las Vegas-based Allegiant (NASDAQ: ALGT) is an integrated travel company with an airline at its heart, focused on connecting customers with the people, places, and experiences that matter most. Since 1999, Allegiant Air has linked travelers in small-to-medium cities to world-class vacation destinations with all-nonstop flights and industry-low average fares. Today, Allegiant’s fleet serves communities across the nation, with base airfares less than half the cost of the average domestic roundtrip ticket. For more information, visit us at Allegiant.com. Media information, including photos, is available at http://gofly.us/iiFa303wrtF

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, Section 27A of the Securities Act of 1933 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and often 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 in this communication are based on Allegiant’s and Sun Country’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Allegiant and Sun Country, all of which are subject to change. Forward-looking statements in this communication may relate to, without limitation, the benefits of the proposed transaction, including future financial and operating results; the parties’ respective plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the proposed transaction; expected synergies of the proposed transaction; the timing and result of various regulatory proceedings related to the proposed transaction; the ability to execute and finance current and long-term business, operational, capital expenditures and growth plans and strategies; the impact of increased or increasing transaction and financing costs associated with the proposed transaction or otherwise, as well as inflation and interest rates; and the ability to access debt and equity capital markets.

Forward-looking statements involve risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, the following: the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement for the proposed transaction; the risk that potential legal proceedings may be instituted against Allegiant or Sun Country and result in significant costs of defense, indemnification or liability; the possibility that the proposed transaction does not close when expected or at all because required stockholder approvals, required regulatory approvals or other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the proposed transaction or that any of the foregoing may take longer to realize or be more costly to achieve than expected; disruption to the parties’ businesses as a result of the announcement and pendency of the proposed transaction; the costs associated with the anticipated length of time of the pendency of the proposed transaction, including the restrictions contained in the definitive merger agreement on the ability of each of Sun Country and Allegiant to operate their respective businesses outside the ordinary course consistent with past practice during the pendency of the proposed transaction; the diversion of Allegiant’s and Sun Country’s respective management teams’ attention and time from ongoing business operations and opportunities on acquisition-related matters; the risk that the integration of Sun Country’s operations will be materially delayed or will be more costly or difficult than expected or that Allegiant is otherwise unable to successfully integrate Sun Country’s businesses into its businesses; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Allegiant’s or Sun Country’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the proposed transaction; the dilution caused by Allegiant’s issuance of additional shares of its common stock in connection with the consummation of the proposed transaction; a material adverse change in the business, condition or results of operations of Allegiant or Sun Country; changes in domestic or international economic, political or business conditions, including those impacting the airline industry (including customers, employees and supply chains); Allegiant’s and Sun Country’s ability to successfully implement their respective operational, productivity and strategic initiatives; the outcome of claims, litigation, governmental proceedings and investigations involving Allegiant or Sun Country; and a cybersecurity incident or other disruption to Sun Country’s or Allegiant’s technology infrastructure.

Forward-looking statements in this communication are qualified by and should be read together with, the risk factors set forth above and the risk factors included in Allegiant’s and Sun Country’s respective annual and quarterly reports as filed with the Securities and Exchange Commission (the “SEC”), as well as the risk factors included in Allegiant’s registration statement on Form S-4 (Registration No. 333-294712), as filed with the SEC on March 27, 2026 (https://www.sec.gov/Archives/edgar/data/1362468/000114036126011799/ny20065073x3_s4.htm) (the “Registration Statement”), and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements.

The forward-looking statements in this communication are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Allegiant and Sun Country disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Important Additional Information and Where to Find It

In connection with the proposed transaction, Allegiant filed with the SEC the Registration Statement, which includes a prospectus with respect to the shares of Allegiant’s common stock to be issued in the proposed transaction and a joint proxy statement for Allegiant’s and Sun Country’s respective stockholders. The Registration Statement was declared effective on March 31, 2026, and Allegiant filed a final prospectus on March 31, 2026 (which is available at https://www.sec.gov/Archives/edgar/data/1362468/000114036126012380/ny20065073x5_424b3.htm), and Sun Country filed a definitive proxy statement on March 31, 2026 (which is available at https://www.sec.gov/Archives/edgar/data/1743907/000114036126012383/ny20068391x1_defm14a.htm) (together, the “Definitive Joint Proxy Statement/Prospectus”).

Each of Allegiant and Sun Country may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Registration Statement, the Definitive Joint Proxy Statement/Prospectus or any other document that Allegiant or Sun Country may file with the SEC or send to their respective stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALLEGIANT AND SUN COUNTRY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING ALLEGIANT, SUN COUNTRY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders of Allegiant and Sun Country may obtain free copies of these documents and other documents filed with the SEC by Allegiant or Sun Country through the website maintained by the SEC at http://www.sec.gov or from Allegiant at its website, https://ir.allegiantair.com/financials/sec-filings/default.aspx, or from Sun Country at its website, https://ir.suncountry.com/financials/sec-filings. Documents filed with the SEC by Allegiant will be available free of charge by accessing Allegiant’s website at https://ir.allegiantair.com/financials/sec-filings/default.aspx, or alternatively by directing a request by mail to Allegiant’s Investor Relations department, 1201 North Town Center Drive, Las Vegas, NV 89144, and documents filed with the SEC by Sun Country will be available free of charge by accessing Sun Country’s website at https://ir.suncountry.com/financials/sec-filings, or alternatively by directing a request by mail to Sun Country’s Investor Relations department, 2005 Cargo Road, Minneapolis, MN 55450.

Participants In The Solicitation

Allegiant, Sun Country and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Allegiant and Sun Country in connection with the proposed transaction under the rules of the SEC.

Information about the interests of the directors and executive officers of Allegiant and Sun Country and other persons who may be deemed to be participants in the solicitation of stockholders of Allegiant and Sun Country in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Definitive Joint Proxy Statement/Prospectus.

Information about the directors and executive officers of Allegiant, their ownership of Allegiant common stock and Allegiant’s transactions with related persons can also be found in the Allegiant Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on March 26, 2026 (the “Allegiant Annual Report”), and other documents subsequently filed by Allegiant with the SEC, which are available on its website, https://ir.allegiantair.com/financials/sec-filings/default.aspx. To the extent holdings of Allegiant common stock by the directors and executive officers of Allegiant have changed from the amounts of Allegiant common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1362468&owner=exclude under the tab “Ownership Disclosures”.

Information about the directors and executive officers of Sun Country, their ownership of Sun Country common stock and Sun Country’s transactions with related persons can also be found in the definitive proxy statement for Sun Country’s 2025 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 25, 2025 (which is available at https://ir.suncountry.com/financials/sec-filings), and other documents subsequently filed by Sun Country with the SEC. Such information is set forth in the sections entitled “Proposal 1– Reelection of Directors”, “Proposal 2 – Non-binding (Advisory) Vote to Approve the Compensation of Our Named Executive Officers”, “Executive Compensation”, “Certain Relationships and Related Person Transactions” and “Security Ownership of Certain Beneficial Owners and Management” of such definitive proxy statement. Please also refer to Sun Country’s subsequent Current Reports, as filed with the SEC on Form 8-K on September 22, 2025 (which is available at https://ir.suncountry.com/financials/sec-filings) and on October 30, 2025, regarding subsequent changes to Sun Country’s Board of Directors and executive management following the filing of such definitive proxy statement. To the extent holdings of Sun Country common stock by the directors and executive officers of Sun Country have changed from the amounts of Sun Country common stock held by such persons as reflected in the definitive proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1743907&owner=exclude under the tab “Ownership Disclosures”.

Free copies of these documents may be obtained as described above.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell, an offer to buy, or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Contacts

Allegiant

Media Inquiries: mediarelations@allegiantair.com 

Investor Inquiries: ir@allegiantair.com 

Sun Country

Media Inquiries: 
Wendy Burt
mediarelations@suncountry.com 

Investor Relations:
Chris Allen
IR@suncountry.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/allegiant-announces-future-board-composition-following-sun-country-acquisition-302747695.html

SOURCE Allegiant Travel Company

Continue Reading

Technology

Leidos, Havoc integrate capabilities to advance maritime and air autonomy

Published

on

By

Leaders in defense technology combine systems integration and collaborative autonomy to help accelerate operational capability

NATIONAL HARBOR, Md., April 20, 2026 /PRNewswire/ — Leidos (NYSE: LDOS) and Havoc are partnering to integrate unmanned systems with collaborative autonomy technology, enabling a single operator to command and coordinate fleets of platforms across vast, contested areas.

The companies plan to showcase these capabilities during a joint operational validation in the fourth quarter of 2026, where unmanned surface and aerial vehicles are expected to operate under a single autonomy system. The event is intended to provide a clear preview of how collaborative autonomous operations can be executed at scale in real-world conditions.

Elements of Havoc’s collaborative autonomy software will be integrated with Leidos’ Autonomous Vessel Architecture (LAVA) on select platforms, beginning with Sea Archer, the small unmanned surface vessel. This combined approach is designed to enable coordinated operations across systems while seeking to optimize performance, integration speed and cost for specific mission applications. The collaboration aims to define and deliver the architecture for an autonomous battlespace, where distributed systems sense, decide and act together across air, surface and sub-surface domains, even in contested and communications-degraded environments.

“The future of warfare will be defined by how quickly and effectively systems can operate together across domains,” said Leidos Defense President Cindy Gruensfelder. “The Leidos and Havoc team will work to deliver integrated, mission-ready capability that gives commanders more options and operational advantage.”

“Leidos is a strong partner because their vessels and software are proven and trusted,” said Paul Lwin, Co-founder and CEO of Havoc. “By integrating Havoc’s autonomy across those platforms, we expect to compress integration timelines from months to weeks and move systems into production in days, not months. That speed, applied to Leidos’ breadth of platforms, is what makes this partnership so significant for defense customers.”

This partnership combines Leidos’ proven maritime platforms and systems integration expertise with Havoc’s collaborative autonomy capabilities. Depending on the mission, solutions will incorporate Leidos, Havoc, or a combination of both software architectures to deliver scalable capability across existing and future force structures. These systems are designed to operate together to help expand reach, improve coordination and reduce risk to human operators.

About Leidos

Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations. Headquartered in Reston, Virginia, with 50,000 global employees, Leidos reported annual revenues of approximately $17.2 billion for the fiscal year ended January 2, 2026. For more information, visit www.leidos.com.

Certain statements in this announcement constitute “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (SEC). These statements are based on management’s current beliefs and expectations and are subject to significant risks and uncertainties. These statements are not guarantees of future results or occurrences. A number of factors could cause our actual results, performance, achievements, or industry results to be different from the results, performance, or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the “Risk Factors” set forth in Leidos’ Annual Report on Form 10-K for the fiscal year ended January 3, 2025, and other such filings that Leidos makes with the SEC from time to time. Readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Leidos does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

About Havoc

Havoc is the leader in all-domain collaborative autonomy. Its software-defined hardware approach powers military and commercial-grade autonomous systems across sea, air, and land to sense, decide, and act together in complex and contested environments. Havoc connects assets, enabling them to share information, adapt in real time, and continue operating even when communications are disrupted or denied. Havoc optimizes mission performance and minimizes human risk. Havoc was founded in 2024 and is headquartered in Providence, Rhode Island. Learn more at havocai.com.

Media Contacts

Leidos Media Relations
Brandon Ver Velde
(571) 926-1627
brandon.p.vervelde@leidos.com

Havoc Media Relations
media@havocai.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/leidos-havoc-integrate-capabilities-to-advance-maritime-and-air-autonomy-302747724.html

SOURCE Leidos Holdings, Inc.

Continue Reading

Technology

Harmonic Announces Reporting Date for First Quarter 2026 Results

Published

on

By

SAN JOSE, Calif., April 20, 2026 /PRNewswire/ — Harmonic (NASDAQ: HLIT) today announced it will release its first quarter 2026 financial results after the market close on Monday, May 11, 2026. Harmonic will host a live webcast to discuss the Company’s results at 2:00 p.m. PT on the same day.

To participate via telephone, please register in advance using this link,
https://register-conf.media-server.com/register/BIc5a3d9e206d54fe09fc0dbcd12efe1cb.

Upon registration, telephone participants will receive a confirmation email detailing how to join the audio version of the webcast, including the dial-in number and a unique registrant ID. The live webcast will be available via Harmonic’s Investor Relations website at https://investor.harmonicinc.com/. The company suggests participants for both the conference call and those listening via the web dial in or sign on at least 15 minutes in advance of the call.

For those unable to participate in the live event, a replay will be available on the same website after 5:00 p.m. PT.

Further information about Harmonic and the company’s solutions is available at https://www.harmonicinc.com/.

About Harmonic
Harmonic (NASDAQ: HLIT), the worldwide leader in virtualized broadband and video delivery solutions, enables media companies and service providers to deliver ultra-high-quality video streaming and broadcast services to consumers globally. The company revolutionized broadband networking via the industry’s first virtualized broadband solution, enabling operators to more flexibly deploy gigabit internet service to consumers’ homes and mobile devices. Whether simplifying OTT video delivery via innovative cloud and software platforms, or powering the delivery of gigabit internet services, Harmonic is changing the way media companies and service providers monetize live and on-demand content on every screen. More information is available at https://www.harmonicinc.com/.

Harmonic, the Harmonic logo and other Harmonic marks are owned by Harmonic Inc. or its affiliates. All other trademarks referenced herein are the property of their respective owners.

View original content to download multimedia:https://www.prnewswire.com/news-releases/harmonic-announces-reporting-date-for-first-quarter-2026-results-302747520.html

SOURCE Harmonic Inc.

Continue Reading

Trending