UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported): December 16, 2025 (December~~ 15~~, 2025~~(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2025

____________________________

Spirit Aviation Holdings, Inc. ~~(Exact name of registrant as specified in its charter)~~

Delaware	001-35186	33-3711797
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-35186	33-3711797
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1731 Radiant Drive

Dania Beach, Florida 33004

(Address of principal executive offices, including zip code)

(954) 447-7920 ~~(Registrant’s telephone number, including area code)~~

~~N/A~~ (~~Former~~Registrant’s telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since last report~~code)

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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

Explanatory Note

As previously disclosed, on August 29, 2025, Spirit Aviation Holdings, Inc. (the “Company”) and certain of its controlled affiliates (such affiliates, together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the U.S. Code (the “Bankruptcy Code”). The Chapter 11 Cases are being jointly administered under Case No. 25-11897 (SHL). Each Debtor continues to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

Item 1.01. Entry into a Material Definitive Agreement

Amendment to DIP Credit Agreement

In connection with the Chapter 11 Cases, on October 31, 2025, the Bankruptcy Court entered a final order (as amended, supplemented, or otherwise modified from time to time, the “Final DIP Order”) approving Spirit Airlines, LLC, as borrower (the “DIP Borrower”), and certain subsidiaries of the Company from time to time party thereto as guarantors, entering into that certain Superpriority Priming Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), dated October 14, 2025, with the lenders from time to time party thereto (the “DIP Lenders”) and Wilmington Trust, National Association, as administrative agent and collateral agent (the “Agent”).

On December 15, 2025, the DIP Borrower, the Required DIP Lenders (as defined in the DIP Credit Agreement) and the Agent entered into Amendment No. 1 to the DIP Credit Agreement (the “DIP Credit Agreement Amendment”). The DIP Credit Agreement Amendment amends the DIP Credit Agreement to, among other things, (i) remove certain conditions to borrowing the $100,000,000 of new money term loans available to be drawn on December 13, 2025 (the “Third Draw New Money Term Loans”); (ii) require that the DIP Borrower and the guarantors maintain $50,000,000 of the proceeds from the Third Draw New Money Term Loans in certain encumbered accounts at all times prior to the date on which the DIP Borrower (x) delivers to the DIP Lenders at least one indication of interest with respect to a strategic transaction that is acceptable to the Required DIP Lenders in their sole discretion, (y) agrees upon the principal terms of an Acceptable Plan of Reorganization (as defined in the DIP Credit Agreement) or (z) delivers to the DIP Lenders at least one indication of interest with respect to exit financing that is acceptable to the Required DIP Lenders in their sole discretion; and (iii) require the DIP Borrower to deliver to the Agent daily reports showing cash and cash equivalents of the Debtors; (iv) require the DIP Borrower to deliver to the Agent weekly accounts receivable reports; and (y) reflects and incorporates modifications to be made to the Final DIP Order, including as described below. As of the date hereof, the DIP Borrower has delivered to the Agent a notice to borrow the full $100,000,000 principal amount of the Third Draw New Money Term Loans.

Attached to the DIP Credit Agreement Amendment as Exhibit B was a copy of an amendment to the Final DIP Order (the “Final DIP Order Amendment”) reflecting modifications and clarifications to the Final DIP Order as agreed between the Debtors and the Required DIP Lenders. The Final DIP Order will be amended to, among other things, (i) clarify the categories of claims that constitute “Administrative Claim Carve Out Claims” (as defined in the Final DIP Order); (ii) provide for a cap for certain Administrative Claim Carve Out Claims of $80,000,000; and (iii) incorporate funding mechanics with respect to certain Administrative Claim Carve Out Claims upon receipt of a Carve Out Trigger Notice (as defined in the Final DIP Order). The Debtors filed a copy of the Final DIP Order Amendment with the Bankruptcy Court on December 16, 2025. The Final DIP Order Amendment remains subject to approval by the Bankruptcy Court.

The foregoing descriptions of the DIP Credit Agreement Amendment and Final DIP Order Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the DIP Credit Agreement Amendment and Final DIP Order Amendment, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the DIP Credit Agreement Amendment included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

~~Press~~Monthly ~~Release~~Operating Report

OnAs ~~December~~previously 15disclosed, on August 29, 2025, Spirit Aviation ~~issued~~Holdings, Inc. (“the Company”) and its subsidiaries (such subsidiaries, each a ~~press~~“Debtor,” ~~release~~collectively) ~~announcing~~filed ~~the~~voluntary ~~DIP~~petitions ~~Credit~~for ~~Agreement~~relief ~~Amendment.~~under Achapter ~~copy~~11 of title 11 of the ~~press~~United ~~release~~States isCode ~~attached~~(the ~~hereto~~“Bankruptcy asCode”) ~~Exhibit~~in ~~99.1~~the United ~~and~~States isBankruptcy ~~incorporated~~Court byfor ~~reference~~the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter ~~herein~~11 cases (the “Chapter 11 Cases”) are being jointly administered for procedural purposes only under case number 25-11897 (SHL).

~~The~~On ~~information~~December ~~contained in this Item 7.01~~22, ~~including in Exhibit 99.1~~2025, ~~shall not be deemed to be “filed” for purposes of Section 18 of~~ the Securities and Exchange Act of 1934, as amended (“the Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s ~~filings~~filed ~~under~~its ~~the Securities Act or the Exchange Act, whether made before or after the date~~monthly ~~hereof~~operating ~~and~~report ~~regardless~~for ~~of any general incorporation language in such filings, except to~~ the ~~extent~~month expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K (including any exhibit hereto or any information included herein or therein) shall not be deemed an admission to the materiality of any information in this Item 7.01 that is required to be disclosed solely by reason of Regulation FD.ended

~~Cautionary~~November ~~Statement~~30, ~~Regarding~~2025 ~~Forward-Looking~~(the “Monthly Operating ~~Information~~Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibits hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.

~~This~~Additional Current Report on Form 8-K (this “Current Report”) contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information ~~currently~~about available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the ~~Company’s expectations with respect to operating in the normal course, statements regarding the Company's proposed transformation plan, the~~ Chapter 11 ~~process. Forward-looking statements are subject to risks~~Cases, ~~uncertainties~~ and ~~other~~copies ~~important factors that could cause actual results and the timing~~ of ~~certain~~all ~~events~~documents topublicly differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout the course of Chapter 11; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company’s restructuring process, on the Company’s liquidity (including the availability of operating capital during the pendency of Chapter 11); the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; objections to the Company’s restructuring process or other pleadings filed ~~that could protract Chapter 11; risks associated with Company proposed transformation plan; risks associated with third-party motions~~ in ~~Chapter 11; Court rulings in~~ the Chapter 11 ~~and~~Cases the outcome of Chapter 11 in general; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; risks associated with the trading of Company common stock in over-the-counter markets, the impact of litigation and regulatory proceedings; and other factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC and other factors, as described in the Company’s filings with the Securities and Exchange Commission, (including the ~~detailed~~Monthly ~~factors~~Operating ~~discussed under the heading “Risk Factors” in the Company’s Annual~~ Report ~~on Form 10-K for the fiscal year ended December 31~~), ~~2024,~~can asbe ~~supplemented~~accessed infree ~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025. Furthermore, such forward-looking statements speak only as~~ of ~~the date of~~charge ~~this~~at ~~Current Report~~https://dm. ~~Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements~~epiq11. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future resultscom/SpiritAirlines.

~~Cautionary~~The ~~Note~~information ~~Regarding~~included in this Current Report on Form 8-K under Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the ~~Chapter~~Securities Exchange 11Act ~~Case~~of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

~~The~~Cautionary ~~Company~~Statement ~~cautions~~Regarding ~~that~~Financial ~~trading in the Common Stock during the pendency of the Chapter 11 Case is highly speculative~~ and ~~poses substantial risks. Trading prices for the Common Stock~~ ~~may~~Operating ~~bear~~Data little or no relationship to the actual recovery, if any, by holders of the Common Stock in the Chapter 11 Case. The Company expects that holders of the Common Stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Case.

~~Item~~The 9Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Debtors’ securities.01 ~~Financial~~The ~~Statements~~Monthly Operating Report is limited in scope, covers a limited time period, and ~~Exhibits~~has been prepared solely for the purpose of complying with the reporting requirements applicable in the Chapter 11 Cases. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations, and is subject to future adjustment and reconciliation. Therefore, the Monthly Operating Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Debtors’ securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~(d)~~Cautionary ~~Exhibits.~~Statement Regarding Forward-Looking Statements

Exhibit Number	Description
10.1	Amendment No. 1 to Superpriority Secured Debtor-in-Possession Term Loan Credit Agreement, dated December 15, 2025, among Spirit Airlines, LLC, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto.
99.1	Press Release, dated as of December 15, 2025, issued by Spirit Aviation Holdings, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

This Current Report on Form 8-K (this “Current Report”) contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, the Consent Solicitation, the Proposed Amendments and the Chapter 11 Cases. Forward-looking statements are subject to risks, uncertainties and other important factors that

could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, risks attendant to the bankruptcy process, including the Company's ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout the course of Chapter 11; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company's restructuring process, on the Company's liquidity (including the availability of operating capital during the pendency of Chapter 11); the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; employee attrition and the Company's ability to retain senior management and other key personnel due to the distractions and uncertainties; and other factors discussed in the Company's Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC and other factors, as described in the Company's filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplemented in the Company's Quarterly Report on Form 10-Q for the fiscal quarters ended June 30, 2025 and September 30, 2025. Furthermore, such forward-looking statements speak only as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results. Additional information concerning certain factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Monthly Operating Report of Spirit Aviation Holdings, Inc. for the month ended November 30, 2025, filed with the United States Bankruptcy Court for the Southern District of New York.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 1622, 2025 SPIRIT AVIATION HOLDINGS, INC.

~~SPIRIT AVIATION HOLDINGS, INC.~~ By: /s/ Thomas Canfield Name: Thomas Canfield Title: ~~Executive~~Senior Vice President and General Counsel

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