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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM

10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File

No. 001-35186

Spirit Aviation Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		33-3711797
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1731 Radiant Drive Dania Beach Florida		33004
(Address of principal executive offices)		(Zip Code)

(954)

447-7920

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

The aggregate market value of the common stock held by

non-affiliates

of the registrant was approximately $129 million computed by reference to the last sale price of the common stock on the NYSE American on June 30, 2025, the last trading day of the registrant’s most recently completed second fiscal quarter. Shares held by each executive officer, director and by certain persons that own 10

percent

or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of each registrant’s classes of common stock outstanding as of the close of business on April 28, 2026:


Class	Number of Shares
Common Stock, $0.0001 par value per share		28,365,259

TABLE OF CONTENTS


PART I			Page

Explanatory Note			1

PART III

Item 10. Directors, Executive Officers and Corporate Governance			2

Item 11. Executive Compensation			8

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			40

Item 13. Certain Relationships and Related Transactions and Director Independence			42

Item 14. Principal Accountant Fees and Services			43

PART IV

Item 15. Exhibits and Financial Statement Schedules			44

Signatures			56

EXPLANATORY NOTE

This Amendment No. 1 on Form

10-K/A

(this “Amendment”) amends our Annual Report on Form

10-K

for the fiscal year ended December 31, 2025, that was filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 (the “Form

10-K”).

We are filing this Amendment to provide the information required by Part III of Form

10-K

previously omitted from the Form

10-K

in accordance with General Instruction G.(3) to Form

10-K.

Accordingly, Items 10, 11, 12, 13 and 14 of Part III of the Form

10-K

are replaced in their entirety with the information provided herein. We are filing this Form

10-K/A

to include Part III information in our Form

10-K

because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Form

10-K.

In addition, this Form

10-K/A

deletes the reference on the cover of the Form

10-K

to the incorporation by reference of portions of our proxy statement into Part III of the Form

10-K.

As previously disclosed, on November 18, 2024, Spirit Airlines, LLC (formerly known as Spirit Airlines, Inc. “Former Spirit”) (“Spirit Airlines”) commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), and, on November 25, 2024, certain of Spirit Airlines’ subsidiaries (together with Spirit Airlines, the “Company Parties”) also filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court and joined the 2024 Bankruptcy Case (the “2024 Bankruptcy” or “2024 Chapter 11 Bankruptcy”). Former Spirit completed a corporate reorganization pursuant to which Spirit Aviation Holdings, Inc., a Delaware corporation (the “Company”) became the new parent company, with Spirit Airlines becoming a wholly owned subsidiary of the Company and converted from a Delaware corporation to a Delaware limited liability company. The Company is the successor registrant to Former Spirit.

On August 29, 2025 (the “Petition Date”), the Company, and each of its direct or indirect subsidiaries, filed voluntary petitions under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the “2025 Bankruptcy” or “2025 Chapter 11 Bankruptcy Proceedings”).

Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

Except as expressly stated, this Amendment does not reflect events occurring after the filing of the Form

10-K

or modify or update in any way any of the other items or disclosures contained in the Form

10-K,

including, without limitation, the consolidated financial statements and the related footnotes. Accordingly, this Amendment should be read in conjunction with the Form

10-K

and the Company’s other filings with the SEC subsequent to the filing of the Form

10-K.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors and Management

The following persons serve as Spirit’s executive officers and directors as of the date of this Amendment. For biographical information concerning the executive officers and directors, see below.


Executive Officers and Directors	Age	Position
David Davis	59	President, Chief Executive Officer and Director
Fred Cromer	61	Executive Vice President and Chief Financial Officer
John Bendoraitis	62	Executive Vice President and Chief Operating Officer
Thomas C. Canfield	70	Executive Vice President, General Counsel and Secretary
Rana Ghosh	57	Senior Vice President and Chief Commercial Officer
Griselle Molina	50	Vice President and Controller
Robert A. Milton	65	Director
David N. Siegel Timothy Bernlohr Eugene I. Davis Andrea Fischer Newman Radha Tilton	64 66 71 67 46	Director Director Director Director Director

Executive Officers

David Davis, 59. Mr. Davis has served as our President, Chief Executive Officer and Director since April 2025. Mr. Davis previously served as Chief Financial Officer and a member of the board of directors of Sun Country Airlines Holdings, Inc. (“Sun Country”) since April 2018 and as President of Sun Country since December 2019. Prior thereto, from December 2017 to April 2018, Mr. Davis was an advisor to Sun Country. From July 2014 to February 2017, Mr. Davis served as Chief Executive Officer and a member of the board of directors, and from November 2012 to June 2014, served as Chief Financial Officer and Chief Operating Officer, of Global Eagle Entertainment, Inc., a leading global provider of media content and satellite-based connectivity systems for use in commercial aviation, maritime and remote land-based applications. Prior thereto, Mr. Davis was the Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc., the world’s fourth largest airline prior to its sale to Delta Air Lines in 2008. Additionally, Mr. Davis has held various finance leadership positions at US Airways, Perseus LLC, and Budget Group, as well as served on the boards of directors of Globecomm Systems, Inc., Lumexis Corporation and ARINC Corporation. Mr. Davis also currently serves on the board of directors of Volotea Airlines. Mr. Davis received a Bachelor of Aerospace Engineering and Mechanics degree and an MBA from the University of Minnesota.

Fred Cromer, 61. Mr. Cromer has served as our Executive Vice President and Chief Financial Officer since July 2024. Mr. Cromer has held various executive and corporate finance positions throughout his three decades of experience in the aviation industry. Prior to Spirit, he served as Chief Executive Officer at Xwing, a developer of advanced autonomy systems for aviation and defense, from July 2023 to July 2024, and was Xwing’s Chief Financial Officer from October 2021 to September 2023. Before Xwing, Mr. Cromer served as President of Bombardier Commercial Aircraft from 2015 to 2020, President of International Lease Finance Corporation from 2008 to 2015 and Vice President and Chief Financial Officer of ExpressJet Airlines from 1998 to 2008.

John Bendoraitis, 61. Mr. Bendoraitis has served as our Executive Vice President and Chief Operating Officer since December 2017. From October 2013 to December 2017, he served as our Senior Vice President and Chief Operating Officer. Prior to joining Spirit, Mr. Bendoraitis served as Chief Operating Officer of Frontier Airlines from March 2012 to October 2013. Previously, from 2008 to 2012, he served as President of Comair Airlines. From 2006 to 2008, he served as President of Compass Airlines, where he was responsible for the certification and launch of the airline. Mr. Bendoraitis began his aviation career in 1984 at Northwest Airlines, where over a 22-year span he worked his way up from aircraft technician to vice president of base maintenance operations.

Thomas C. Canfield, 70. Mr. Canfield is our Executive Vice President, General Counsel and Secretary. From October 2007 to July 2025, he served as our Senior Vice President, General Counsel and Secretary. From September 2006 to October 2007, Mr. Canfield served as General Counsel & Secretary of Point Blank Solutions, Inc., a manufacturer of antiballistic body armor. Prior to Point Blank, from 2004 to 2007, he served as CEO and Plan Administrator of AT&T Latin America Corp., a public company formerly known as FirstCom Corporation, which developed high-speed fiber networks in 17 Latin American cities. Mr. Canfield also served as General Counsel & Secretary at AT&T Latin America Corp from 1999 to 2004. Previously, Mr. Canfield was Counsel in the New York office of Debevoise & Plimpton LLP. Mr. Canfield serves on the board and on the audit and nominating and corporate governance committees of Iridium Communications Inc., a satellite communications company.

Rana Ghosh, 57. Mr. Ghosh has served as our Senior Vice President and Chief Commercial Officer since April 2025. Since joining Spirit in 2015, Mr. Ghosh has held several progressive roles, most recently as Senior Vice President and Chief Transformation Officer, leading the strategic repositioning of the airline for future growth. Before joining Spirit, he held executive sales and marketing positions at Liberty Power and Direct Energy over a 13-year span. Prior to that, Mr. Ghosh held leadership roles in customer care for CIBC Finance for seven years.

Griselle Molina, 50. Ms. Molina has served as our Vice President and Controller since May 2024. Previously, Ms. Molina served as our Assistant Controller and Senior Director from 2019 to May 2024, Director of Corporate Accounting from 2017 to 2019, and Director of International Reporting and Compliance Director from 2013 to 2017. Prior to joining Spirit, from 2004 to 2013, Ms. Molina served public clients in the Audit Practice at KPMG. Ms. Molina has served as Treasurer of the Spirit Airlines Charitable Foundation since 2018.

Directors

Robert A. Milton, 65. Mr. Milton is an experienced independent director with wide-ranging experience in the aviation industry. Mr. Milton currently is the lead director of Air Lease Corporation. Mr. Milton served as Chairman and Chief Executive Officer of ACE Aviation Holdings, Inc., a holding company for Air Canada and other aviation interests (“ACE”) from 2004 to 2012, and served as Chairman of Air Canada from 2004 until 2007. Mr. Milton served as President and Chief Executive Officer of Air Canada from 1999 until 2004, and prior to that served as Executive Vice President and Chief Operating Officer of Air Canada. Mr. Milton is the former non-executive chairman of United Continental Holdings, Inc. and also is a former director of Breeze Aviation Group, Inc. (the holding company of Breeze Airways), Cathay Pacific Airways Limited, US Airways, Inc., AirAsia Bhd, and TAP Portugal. Mr. Milton is a trustee of the Georgia Tech Foundation and a Director (Emeritus) of the Smithsonian Air and Space Museum, and previously served as Chair of the International Air Transport Association’s Board of Governors. Mr. Milton has a Bachelor of Science in Industrial Management from the Georgia Institute of Technology.

David N. Siegel, 64. Mr. Siegel has served as a Senior Aviation Advisor at Apollo Global Management since 2017. As part of his advisory role, he serves as Chairman of Atlas Airlines World-Wide and was previously Chairman of Sun Country Airlines. He is also currently Chairman of Volotea Airlines, S.A. and Swissport International, AG. Previously, Mr. Siegel served as the turnaround CEO of several aviation companies including: AWAS (aircraft leasing); Frontier Airlines; XOJET (business aviation); US Airways Group; and Continental Express. Mr. Seigel was also Chairman and CEO of Gategroup AG. In addition to his aviation experience, Mr. Siegel was also Chairman of Genesis Park Acquisition Corp. and Chairman and CEO of Avis-Budget Group. Mr. Siegel earned an M.B.A., with honors, from the Harvard Business School and an Sc.B., magna cum laude, in Applied Mathematics-Economics from Brown University.

Timothy Bernlohr, 66. Mr. Bernlohr is the founder and managing member of TJB Management Consulting, LLC, which specializes in providing project specific consulting services to businesses in transformation, including in and out of court restructurings, wind downs, interim executive management, and strategic planning services. He founded the consultancy in 2004. Mr. Bernlohr is a recognized expert in executive compensation and corporate governance and has served as Chairman of over 40 compensation committees. He is also the former President and CEO of RBX Industries, Inc., which was a leader in the design, manufacture, and marketer of rubber and plastic materials to the automotive, building materials, and aviation markets. RBX^® was sold to multiple buyers in 2004 and 2005. Prior to joining RBX^® in 1997, Mr. Bernlohr spent 16 years in the international and industry products division of Armstrong World Industries, Inc. in a variety of management positions. Mr. Bernlohr presently serves in the following corporate governance capacities: Chairman of the board of directors of Lumileds BV, an international manufacturer of LED lighting solutions for the automotive and general illumination markets; and Director and Chairman of the compensation committees of Smurfit Westrock, (SW, NYSE) an international manufacturer, marketer, and recycler of corrugated packaging materials and specialty paper, and International Seaways, Inc., (INSW, NYSE) an international shipper of crude oil and petroleum products. Within the prior five years Mr. Bernlohr has served as chairman of the board or compensation committee chair of WestRock Company, F-45 Training, Inc., Champion Homes, Inc., and Atlas Air Worldwide Holdings, Inc., all public companies. Mr. Bernlohr is a graduate of Pennsylvania State University.

Eugene I. Davis, 71. Mr. Davis is the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC. Since founding the firm in 1999, Mr. Davis has managed numerous debtor and creditor side pre- and post-restructuring assignments involving businesses in various industries, including: Aviation and Airlines; Automotive; Consumer Products; Retail & Cataloguing; Financial Services; Healthcare & Medical Technology; Industrial Materials; Manufacturing & Distribution; Media & Entertainment; Power, Energy, Oil, Gas & Mining; Publishing; Real Estate; Technology; Telecommunications; and Transportation / Logistics. Mr. Davis has handled over 300 international assignments covering jurisdictions spanning Europe, the Americas, Africa, Asia, and Oceania. Mr. Davis’ work aims to generate investor returns through various monetization strategies, including sale, divestiture, merger, IPO, leveraged recapitalization, or a combination thereof. Prior to founding PIRINATE Consulting, Mr. Davis set up, reorganized, operated, and managed companies in over 50 countries. Notable assignments included Mr. Davis serving as Chief Operating Officer of Total-Tel Communications, Inc., Vice Chairman and CEO of Sport Supply Group, Inc. and Vice Chairman and President of Emerson Radio Corporation (all public companies). In each of these cases, Mr. Davis led a team that restructured the relevant Company’s balance sheet (inside and outside of bankruptcy proceedings) while designing and implementing new strategic and tactical plans that successfully enhanced shareholder value. Mr. Davis also practiced law as Partner/Shareholder & Head of Corporate & Securities Practice for Holmes, Millard & Duncan, P.C., in Dallas, Texas; as Partner at Arter & Hadden in Dallas, Texas; and as an Associate at Akin, Gump, Strauss, Hauer & Feld in Dallas, Texas, where he specialized in corporate and securities, oil and gas, and restructuring law and was involved in numerous public and private debt and equity securities offerings, asset-based financing transactions, debt restructurings, and domestic and international acquisitions. Prior to this, Mr. Davis was an international negotiator for Amoco (Standard Oil of Indiana).

Andrea Fischer Newman, 67. Ms. Newman is a distinguished professional with a multifaceted career spanning law, government, and corporate leadership. Since 2021, Ms. Newman has served as a Director for StandardAero, one of the world’s leading independent maintenance, repair, and overhaul (MRO) providers. She also serves on the Boards of three private equity backed companies: Prime Flight Aviation, providing aviation services to passenger, cargo, general aviation and airports, which she joined in November 2017; Sequitur Energy Resources LLC, an independent oil producer with assets primarily in the Southern Midland Basin, in West Texas, which she joined in 2018; and LAUNCH Technical Workforce Solutions, specializing staffing firm for the aviation and defense industries, which she joined in 2025. Ms. Newman served as Senior Vice President – Government Affairs for Delta Air Lines from 2008-2017, with responsibility for International, Regulatory, Federal, State, and Local government affairs. From 2001-2008, she was Senior Vice President – Government Affairs for Northwest Airlines and helped oversee the regulatory approvals required for the Delta-Northwest merger in 2008. Ms. Newman joined Northwest in 1995, also serving as Vice President for State & Local Government Affairs and as an Associate General Counsel. Prior to her airline career, she was a Senior Partner at Miller, Canfield, Paddock, and Stone, a Detroit, Michigan law firm, from 1992-1994, and Senior Counsel from 1988-1992. Ms. Newman’s public service includes serving as a member of the Federal Service Impasses Panel (Federal Labor Relations Authority) from 2002-2009 and from 2017-2021. Ms. Newman was an elected member of the Board of Regents of the University of Michigan from 1995-2019. Ms. Newman received her J.D. from the George Washington University National Law Center and was an honors graduate of the University of Michigan.

Radha Tilton, 46. Ms. Tilton joined General Motors Company as Vice President, Treasurer in October 2024. Ms. Tilton is responsible for leading the company’s global treasury and asset management operations, including capital planning, capital markets, treasury operations, insurance, banking activities, and pension plans. Prior to joining General Motors as treasurer, Ms. Tilton was a managing director in investment banking at Goldman Sachs in New York, where she worked for over seventeen years. She held the position of Head of Transportation Structured Finance and Co-Head of Industrials Leveraged Finance. In these roles, she was responsible for capital raising for transportation companies in the private and public capital markets as well as from the firm’s own balance sheet. She was also a member of the Structured Finance Capital Committee, which reviewed and approved financing transactions. Earlier in her career, Ms. Tilton was a research assistant at the Board of Governors of the Federal Reserve System in Washington, D.C., in the Monetary Affairs group. Her research focused on the intersection of financial markets, macroeconomics, and monetary policy, and was used by the Federal Open Markets Committee to analyze and implement monetary policy decisions. Ms. Tilton is a graduate of Wellesley College with a bachelor’s degree in economics and holds an MBA in analytic finance from the University of Chicago Booth School of Business.

Board Responsibilities; Risk Oversight

Under our bylaws and corporate governance guidelines, the Board is responsible for, among other things, overseeing the conduct of our business; reviewing and, where appropriate, approving our major financial objectives, plans and actions; and reviewing the performance of our CEO and other members of management based on, among other things, reports from the Compensation Committee. Following the end of each year, the Nominating and Corporate Governance Committee oversees the Board’s annual self-evaluation, which includes a review of any areas in which the Board or management believes the Board can make a better contribution to our corporate governance, as well as a review of Board composition, the structure and membership of Board committees, and an assessment of the Board’s compliance with corporate governance principles. In fulfilling the Board’s responsibilities, directors have full access to our management and independent advisors.

With respect to the Board’s role in our risk oversight, our Audit and Risk Management Committee discusses with management our policies with respect to risk assessment and risk management and our significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures. Our Audit and Risk Management Committee additionally reviews our activities, programs, and procedures on safety, securities and operations matters. Moreover, it exercises oversight over the Company’s management of cybersecurity matters, receives regular updates from management regarding cybersecurity matters, including the description of risks, protections and procedures. Our Nominating and Corporate Governance Committee reviews the Company’s environmental and social strategy and practices, in coordination with the Audit and Risk Management Committee’s oversight of related risks. Our Audit and Risk Management and Nominating and Corporate Governance Committees report to the full Board with respect to the foregoing matters, among others. Lastly, our Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and periodically reports to the entire Board about such risks.

The Company’s management is responsible for the day-to-day management of the risks facing the Company, including macroeconomic, financial, strategic, operational, public reporting, legal, regulatory, environmental, social, political, cybersecurity, compliance and reputational risks. Management carries out this risk management responsibility through a coordinated effort among the various risk management functions within the Company.

Leadership Structure

We have historically separated the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board provides general guidance to the CEO and sets the agenda for Board meetings and presides over meetings of the full Board. Robert A. Milton currently serves as our Chairman of the Board and Mr. Davis currently serves as our CEO. Our bylaws provide that the independent directors may appoint a lead director from among them to perform such duties as may be assigned by the Board.

The Board has the following standing committees: an Audit and Risk Management Committee, a Compensation Committee and a Nominating and Corporate Governance Committee and a Strategy and Finance Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by the Board.

Board Committee Independence Standards

While the Company was delisted from NYSE American in September 2025 and is therefore no longer required to comply with the director independence standards of NYSE American with respect to its Audit and Risk Management Committee, Compensation Committee and Nominating and Corporate Governance Committee, solely for purposes of the disclosures in this Amendment, the Company has applied the independence standards of NYSE American in accordance with Regulation S-K, Item 407(a)(1)(ii).

Audit and Risk Management Committee

Our Audit and Risk Management Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit and Risk Management Committee evaluates the independent auditors’ qualifications, independence and performance; determines the engagement of the independent auditors; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements; approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on the Company’s engagement team as required by law; reviews our critical accounting policies and estimates; oversees our internal audit function and annually reviews the Audit and Risk Management Committee charter and the committee’s performance. The Audit and Risk Committee additionally reviews our safety programs, policies and procedures and operational compliance with respect to physical and information security and cybersecurity risks. The Audit and Risk Management Committee performs other functions as set forth in the Audit and Risk Management Committee charter, which satisfies the applicable standards of the SEC and NYSE American. A copy of the Audit and Risk Management Committee charter is available on the Company’s website at http://ir.spirit.com.

The current members of our Audit and Risk Management Committee are Eugene I. Davis, Timothy Bernlohr, Andrea Fischer Newman, and Radha Tilton, with Mr. Davis serving as the chair of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE American. The Board has determined that all members of the Audit and Risk Management Committee are financial experts as defined under the applicable rules of the SEC and thereby have the accounting and financial management expertise required under the applicable rules and regulations of the NYSE American. All four members of the Audit and Risk Management Committee are independent directors as defined under the applicable rules and regulations of the SEC and NYSE American.

Compensation Committee

Our Compensation Committee reviews and approves, and in some instances makes recommendations with respect to, the Company’s policies, practices and plans relating to compensation and benefits of our officers and other management level employees. The Compensation Committee (i) reviews and approves performance goals and objectives relevant to compensation of our CEO and other executive officers; (ii) evaluates the performance of our CEO in light of those goals and objectives and other factors and determines and approves our CEO’s compensation based on such evaluation; (iii) with input from our CEO, evaluates the performance of other officers, and sets their compensation based on such evaluations after taking into account the recommendations of our CEO; (iv) determines the base salaries of our officers, and also administers the issuance of restricted stock units, performance share units and other equity-based and cash-based awards under our compensation plan documents as well as the awarding of annual cash bonus opportunities under our short-term incentive plans; (v) reviews and discusses pay equity on an annual basis; (vi) reviews, and makes recommendations to the Board with respect to, the form and amount of compensation of non-employee directors of the Company; (vii) reviews and evaluates, at least annually, the performance of the Compensation Committee and its members, including compliance of the Compensation Committee with its charter and corporate governance principles; (viii) approves the peer group companies used to benchmark Company performance and executive officer compensation; and (ix) periodically reviews, in consultation with its independent compensation consultant, the Company’s executive compensation philosophy and target competitive positioning for reasonableness and appropriateness. The Compensation Committee monitors compliance with Company’s stock ownership guidelines and also oversees risk assessment with respect to the Company’s executive compensation policies and practices. It also periodically reviews, and when appropriate makes recommendations with respect to, the severance and change in control benefits afforded to our executive officers and other members of management. The Compensation Committee performs other functions as set forth in the Compensation Committee charter. A copy of the Compensation Committee charter is available on the Company’s website at http://ir.spirit.com.

The current members of our Compensation Committee are Timothy Bernlohr, Eugene I. Davis, Andrea Fischer Newman and Radha Tilton, with Mr. Bernlohr serving as the chair of the committee. The Board has affirmatively determined that each meets the definition of “independent director” for purposes of the NYSE American listing rules.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for making recommendations regarding candidates for directorships, the size and composition of the Board and committee memberships. In addition, the Nominating and Corporate Governance Committee is responsible for reviewing and making recommendations to the Board concerning our corporate governance guidelines and other corporate governance matters. The committee is also responsible for reviewing environmental, social, and governance matters (ESG), and human capital management (HCM), including diversity review, employee engagement and succession planning with respect to our leadership team.

The Nominating and Corporate Governance Committee reviews candidates for directors in the context of the current composition, skills and expertise of the Board, the operating requirements of the Company and the interests of stockholders. It also takes into consideration applicable laws and regulations, diversity, skills, experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business and business environment, willingness and availability to devote adequate time and effort to Board responsibilities and other relevant factors. The Nominating and Corporate Governance Committee may also engage, if it deems appropriate, a professional search firm to identify candidates that possess the desired characteristics and skills. During each search, the Nominating and Corporate Governance Committee (i) assesses the Board’s needs and functions; (ii) develops search specifications which are reported to, and concurred by, the full Board; (iii) convenes a search sub-committee (which generally includes all members of the Nominating and Corporate Governance Committee, the Chairman of the Board and the CEO) to conduct recruitment efforts and interviews with the director candidates; (iv) performs appropriate and necessary screenings and inquiries into the backgrounds and qualifications of possible director candidates; and lastly (v) may recommend a nominee(s) to the Board, which subsequently votes to elect the nominee(s).

The current members of our Nominating and Corporate Governance Committee are Andrea Fischer Newman, Eugene I. Davis, Timothy Bernlohr and Radha Tilton, with Ms. Newman serving as the chair of the committee. The Board has affirmatively determined that each meets the definition of “independent director” for purposes of the NYSE American listing rules. A copy of the Nominating and Corporate Governance Committee charter is available on the Company’s website at http://ir.spirit.com.

Strategy and Finance C

ommittee

The Strategy and Finance Committee is generally responsible for assisting the Board in overseeing the strategic plans and financing activities of the Company, reviewing and making recommendations to the Board about strategic and financing transactions, overseeing and making recommendations to the Board about the strategic plan of the Company (and periodic modifications and amendments to the strategic plan) and approving the terms and conditions of such transactions (including pricing and valuation matters), on behalf of the Board, when the Board so delegates in specific instances. In discharging its responsibilities, the Committee may consult with legal counsel and other advisers of the Company, in its discretion. The Company will provide adequate resources to support the Committee’s activities, including compensation of such counsel and other advisors.

In discharging its duties, the Strategic and Finance Committee (i) reviews and makes recommendations to the Board with respect to financing plans, strategies and instruments, and capital structure; (ii) reviews and, if requested by the Board, approves agreements for borrowing by the Company and its subsidiaries from banks and other financial institutions; (iii) reviews proposed issuances of equity or debt securities and related documents and actions; (iv) considers and makes recommendations to the Board regarding stock sales, splits and dividends; recapitalizations; tenders and repurchases of Company securities; and capital allocation decisions, as appropriate; (v) reviews performance of the Company’s common stock; (vi) oversees, reviews and makes recommendations to the Board regarding the Company’s strategic plan, and discusses with senior management on a regular basis the Company’s progress in implementing the strategic plan; (vii) reviews and makes recommendations to the Board with respect to material strategic acquisitions, investments, divestitures or other material strategic opportunities and transactions; (viii) performs an annual evaluation of the performance of the Strategic and Finance Committee; (ix) reviews the adequacy of this Charter annually and submits any proposed amendments to the Board for approval; (x) reports regularly to the Board; and (xi) reviews such other matters that the Board or the Committee shall deem appropriate.

The current members of our Strategic and Finance Committee are Andrea Fischer Newman, David N. Siegel, Eugene I. Davis, Timothy Bernlohr, Robert A. Milton and Radha Tilton, with Mr. Siegel serving as the chair of the committee. A copy of the Strategic and Finance Committee charter is available on the Company’s website at

http://ir.spirit.com.

Compensation Committee Interlocks and Insider Participation

None of the current members of our Compensation Committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all members of the Board, officers and employees, including our Chief Executive Officer, Chief Financial Officer and principal accounting officer. The Code of Business Conduct and Ethics addresses, among other things, issues relating to conflicts of interests, including internal reporting of violations and disclosures, and compliance with applicable laws, rules and regulations. The purpose of the Code of Business Conduct and Ethics is to deter wrongdoing, to promote honest and ethical conduct and to ensure to the greatest possible extent that our business is conducted in a legal and ethical manner. We intend to promptly disclose on our website (1) the nature of any substantive amendment to our Code of Business Conduct and Ethics that applies to our directors, officers or other principal financial officers, (2) the nature of any waiver, including an implicit waiver, from a provision of our Code of Business Conduct and Ethics that is granted to one of these specified directors, officers or other principal financial officers, and (3) the name of each person who is granted such a waiver and the date of the waiver.

Insider Trading Policy

We have adopted trading policies and procedures governing the purchase, sale or other dispositions of our securities by our directors, officers and employees or the registrant itself that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company. A copy of such policies and procedures is filed hereto as Exhibit 19.1.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The following Compensation Discussion and Analysis (“CD&A”) provides information about our executive compensation programs for our named executive officers (or “NEOs”), who consist of our principal executive officer, principal financial officer and our three other most highly compensated executive officers, and our compensation decisions for the fiscal year ended December 31, 2025.

There have been a number of extraordinary corporate events and potential transactions that have affected our company in recent years, impacted our executive compensation program and our approach to compensating our NEOs. In particular:

•

On November 18, 2024, the Former Spirit and certain of its subsidiaries commenced the 2024 Bankruptcy and emerged from bankruptcy on March 12, 2025 as Spirit Aviation Holdings, Inc. Upon emergence, all pre-emergence equity securities of the Company (including outstanding equity incentive awards) were canceled. Upon emergence from bankruptcy, we established a new board of directors and established a new go-forward executive compensation program (including performance metrics and goals).

•

On August 29, 2025, the Company and its subsidiaries commenced the 2025 Chapter 11 Bankruptcy Proceedings.

In light of these events, our executive compensation program in recent years (including in 2025) has been focused on retaining individuals critical to our business and to mitigate the risk of turnover amongst our executive team.

The CD&A covers the executive compensation program of the Company for 2025, and discusses the impacts of the 2024 Bankruptcy and the 2025 Bankruptcy on the overall compensation of our NEOs, and other actions taken after the end of fiscal year 2025, to the extent that such actions could affect a fair understanding of a NEO’s compensation for 2025.

Our NEOs for fiscal year 2025 were as follows:

•

David M. Davis, President and Chief Executive Officer*

•

Frederick S. Cromer, Executive Vice President and Chief Financial Officer

•

John Bendoraitis, Executive Vice President and Chief Operating Officer

•

Thomas C. Canfield, Executive Vice President and General Counsel**

•

Arijit R. Ghosh, Senior Vice President and Chief Commercial Officer

•

Edward M. Christie III, former President and Chief Executive Officer*

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2025, Ted Christie stepped down from his role as the President, Chief Executive Officer and director effective as of April 6, 2025. Effective April 21, 2025, David Davis was appointed as our President, Chief Executive Officer and a member of our Board. From April 6, 2025 through April 21, 2025, Messrs. Cromer, Bendoraitis and Canfield collectively served as the Office of the President.

**	As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025, Mr. Canfield was promoted from Senior Vice President to Executive President of the Company effective July 21, 2025.

Executive Compensation Philosophy

The market for experienced management talent is highly competitive inside and outside our industry. Airline industry consolidation, new airline startups as well as a tight labor market have intensified that competitiveness. Our goal is to attract, motivate and retain executives with the talent and experience necessary for us to achieve our strategic business plan and to effectively manage each of our business functions. In doing so, we draw upon a pool of talent that is highly sought after within the airline industry and elsewhere in the travel and hospitality sectors and in comparable businesses in general industries. Within this talent pool, we seek individuals who we believe will be able to contribute to our unique ultra-low-cost operating model and our vision of future success, support our culture and values, and enhance the cohesiveness and productivity of our leadership team.

With the input and assistance of an independent compensation consultant, the Compensation Committee of our Board of Directors (the “Compensation Committee”) has adhered to a comprehensive executive compensation program designed to provide an appropriately balanced mix of (i) fixed versus at-risk variable compensation, (ii) annual versus long-term compensation and (iii) cash-versus equity-based compensation. These components are designed to attract and retain highly talented and experienced executives who are key to our success and emphasize a pay-for-performance philosophy. As further described below, our executive compensation program for fiscal year 2025 consisted of three primary components: fixed base salary, annual cash incentive (bonus) compensation linked to performance targets and long-term incentive compensation consisting of a combination of restricted stock units (“RSUs”), performance share units (“PSUs”), and performance-based cash incentive awards (“Performance Cash Awards”). In addition, in order to ensure the continued retention of our NEOs, and other executives who are critical to our business, the Compensation Committee approved the grant of one-time cash retention awards in August 2025 (as described in more detail below).

Our executive compensation philosophy is based on the following principles:

•

Attract and retain highly talented and experienced executives;

•

Align executive compensation with our business strategy and objectives;

•

Remain competitive within the airline industry and elsewhere in the travel, hospitality and general industries where we draw talent from;

•

Reward both short-term and long-term performance and create long-term value for our stockholders;

•

Encourage executive ownership in our Company;

•

Ensure that our executive compensation practices are transparent, fair and consistent with market practices; and

•

In light of the events affecting our Company in recent years, including the 2024 Bankruptcy and 2025 Bankruptcy, the Compensation Committee has been focused on ensuring that our executive compensation program is designed to retain individuals critical to our business and to mitigate the risk of turnover amongst our executive team, including our NEOs. Accordingly, and as described in more detail below, our executives (including our NEOs) have received retention bonuses in order to ensure their continued retention during this period of uncertainty.

Key Executive Compensation Practices

To further align our executives’ interests with those of our stockholders and ensure adherence to corporate governance best practices related to executive compensation, our compensation program incorporates the following key practices:


WE DO		WE DO NOT

√ Base our short-term incentive plan on multiple performance measurements, including financial and operational metrics and strategic goals		× Allow hedging or pledging of Company securities

√ Complement our annual compensation to each NEO with the grant of time-based and performance-based multi-year vesting schedules and performance periods for equity incentive awards		× Encourage unnecessary or excessive risk taking as a result of our compensation policies and practices

√ Determine any annual base salary adjustments and annual long-term equity awards to our NEOs, partially, on prior-year individual performance		× Have employment agreements with any of our NEOs other than with our CEO

√ Select and use a compensation peer group of similarly sized companies that reflect the marketplace for talent in which we compete, and select and use a peer group of publicly traded airline companies to compare and rank the Company’s short-term and long-term incentive metrics		× Provide a defined benefit pension plan or any supplemental executive retirement plan or other form of non-qualified retirement plan for our NEOs

√ Maintain robust clawback policies pursuant to which the Company can seek recovery of certain cash- or equity-based incentive compensation (both performance- and time-based) to ensure accountability		× Provide for any “gross ups” for any excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”)

√ Engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent directors		× Provide for single-trigger vesting acceleration of equity awards granted to our NEOs upon a change in control of the Company unless the acquirer does not assume or replace such awards


WE DO		WE DO NOT

√ Conduct regular executive sessions of our Compensation Committee from which executives and other employees are excluded		× Allow any repricing of stock options/stock appreciation rights without stockholder approval or unlimited transferability of awards

√ Ensure that a significant portion of our non-employee director compensation consists of time-vested restricted stock units		× Pay dividends on unvested stock awards

Determination of Executive Compensation

Role of the Compensation Committee and Management in Compensation Decisions

Our Compensation Committee is appointed by the Board and is responsible for establishing, implementing, and monitoring adherence to our compensation philosophy and programs. We seek to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. The Compensation Committee meets periodically to specifically review and determine adjustments, if any, to the CEO’s compensation, including his base salary, annual bonus compensation and long-term incentive awards, and to review and consider recommendations of the CEO with respect to the other NEOs’ base salaries, annual bonus compensation and long-term incentive awards. The Compensation Committee annually evaluates our company-wide performance against the approved operating plan for the prior fiscal year. The Compensation Committee also meets periodically to discuss compensation-related matters as they arise during the year.

With respect to executive compensation approved for the year 2025, the Compensation Committee based its decisions in part on comparative compensation market data provided by its independent compensation consultant, as more fully described below. The Compensation Committee also considered input provided by Mr. David Davis with respect to the compensation of our other NEOs. However, Mr. David Davis did not provide input for the Compensation Committee’s determination of his own compensation. Decisions of our Compensation Committee pertaining to the compensation of our NEOs, and the Company’s executive compensation programs are regularly reported to, and in some instances presented for approval by, the full Board.

Role of Compensation Consultants and Other Advisors

During fiscal year 2025, the Compensation Committee retained Lyons, Benenson & Company Inc. (“LB&Co.”) as the Compensation Committee’s independent compensation consultant to assist with Spirit’s executive compensation program. The Compensation Committee also consulted with external legal counsel during 2025. Each year, the Compensation Committee evaluates the qualifications, performance, and independence of its compensation consultant and its external legal counsel. During 2025, the Compensation Committee reviewed information regarding the independence and potential conflicts of interest of the compensation consultant and its external legal counsel. The Compensation Committee members took into account, among other things, the factors enumerated by the SEC and the NYSE American for evaluating compensation advisor independence and concluded that compensation consultant and the Compensation Committee’s external legal advisor are independent and that no conflict of interest currently exists. Representatives of the compensation consultant and external legal counsel have direct access to Compensation Committee members (and vice versa) without management involvement. The Compensation Committee has sole authority to replace its compensation consultant and/or external legal counsel from time to time and to hire additional consultants and external legal counsel at any time.

LB&Co worked closely with the Compensation Committee in fiscal year 2025 to determine an appropriate executive compensation strategy that supports our core business objectives: maintaining low costs, profitable growth, safe and reliable operations, sound cash flow and long-term value creation. In considering approaches to executive compensation, the Compensation Committee continuously reviews ways to strengthen the alignment of management’s interests with the interests of stockholders, strengthen the Company’s ability to attract, motivate and retain key executive talent, and design plans that account for the relatively high volatility and cyclicality of our industry.

In addition, in 2025, the Compensation Committee retained FTI Consulting (“FTI”) to assist with a comprehensive review of Spirit’s executive compensation program. FTI worked closely with the Compensation Committee with respect to the Company’s incentive and retention programs in order to help motivate and retain the Company’s key employees. During fiscal year 2025, FTI’s fees were approximately $300,000 for the executive compensation consulting services it provided to the Compensation Committee. In addition, in 2025, the Company FTI to provide consulting services in connection with the Company’s restructuring efforts. During fiscal year 2025, FTI’s fees were approximately $17 million for these restructuring services. In connection with FTI’s retention to provide compensation consulting services, the Compensation Committee conducted an assessment of potential conflicts of interest of FTI, considering various factors including but not limited to the six factors mandated by the SEC rules, and no conflicts of interest relating to its services were identified.

Setting Executive Compensation: Comparative Compensation Market Data and Peer Group

The Compensation Committee believes that, to keep the Company’s executive compensation program competitive, the target value of each element of compensation should approximate our Compensation Peer Group (“CPG”). In addition, the Compensation Committee uses general industry market data with revenues approximating the revenues of the Company to gain insight into general compensation trends, and annually evaluates each compensation element relative to the market for each officer’s role. The Compensation Committee considers peer group benchmarking and other market compensation data as critical inputs, but not the sole factors in the overall assessment of competitiveness of our executive compensation program, and individual compensation may vary from market median benchmarks based on the Compensation Committee’s assessment of other factors that it considers relevant, including complexity of the functions the officer oversees, job scope, individual performance, retention risk and internal pay equity.

The Compensation Committee referred to a peer group of comparable companies that is representative of both the competitive landscape and the marketplace for executive talent when setting compensation following the Company’s emergence from bankruptcy in 2025. With the assistance of LB&Co., the Compensation Committee reviewed the industry classifications of potential peers as well as certain financial data, including revenue and EBITDA, current market cap, and total enterprise value. Our peer group was selected to include companies that are representative of the sector in which we operate and our competitive talent marketplace, which extends beyond the airline industry. Our CPG consists of the following companies:



COMPENSATION PEER GROUP*
Alaska Air Group (ALK)	SkyWest (SKYW)	Marriott International (MAR)
Allegiant Travel Co. (ALGT)	Southwest Airlines (LUV)	Marriott Vacations Worldwide (VAC)
American Airlines (AAL)	Sun Country Airlines (SNCY)	Norwegian Cruise Line (NCLH)
Frontier Grp Holdings (ULCC)	United Airlines (UAL)	Royal Caribbean (RCL)
JetBlue Airways (JBLU)	Forward Air Corporation (FWRD)	Travel & Leisure Co. (TNL)
Delta Air Lines (DAL)	Hilton Grand Vacations (HGV)	Wyndham Hotels (WH)
	Hilton Worldwide Holdings (HLT)	Avis Budget (CAR)
	Hyatt Hotels (H)	Hertz (HTZ)

*	CPG is limited to publicly traded companies incorporated in the U.S.

The Company draws executive talent not only from the airline industry, but also from a broader marketplace that includes hospitality and logistics companies and Florida-based companies. This CPG allows us to better evaluate our executive compensation practices in comparison to the true talent market with which we compete and companies that operate in similar business and market conditions.

Within this general framework, the Compensation Committee has approved the following compensation elements for our NEOs for 2025 based on our objectives and unique business model as well as the environment in which we were operating in 2025, each of which is described in greater detail below under “Elements of Executive Compensation Program”:

•

Base Salary: Determined based on scope of responsibility, experience, and performance. It is set at a competitive level based on market median to attract and retain high-performing and experienced leaders.

•

Short-Term Incentive: In order to appropriately reward achievement of our annual business and financial objectives, target short-term incentives are set at market median levels.

•

Long-Term Incentive: To incentivize profitable longer-term growth, increase alignment with stockholder interests and provide for retention of key talent, target long-term incentives are set at market median levels.

•

Benefits and Perquisites: In order to recruit and retain the executive talent, we provide benefits and perquisites that are consistent with market practice.

•

Retention: On August 29, 2025, in recognition of the 2025 Bankruptcy, the Company entered into Retention Agreements (as defined below) with each of the NEOs (other than Mr. Christie) pursuant to which such NEO would receive a one-time prepaid cash retention award (the “Retention Award”) that would be subject to repayment upon the NEO’s termination of employment for “cause” or resignation without “good reason” prior to the earlier of (i) the one-year anniversary of the effective date of the Retention Agreement, (ii) the date that is 90 days following the date of a “change in control” (as defined in the Retention Agreement), and (iii) the date that is 90 days following the date that the Company emerges from its restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code. The Retention Agreements were intended to promote stability in our management team during the period of uncertainty associated with the Restructuring.

Elements of Executive Compensation Program

Set forth below is a discussion of the elements of our executive compensation program, the reason that we provide each element, and how that element fits into our overall compensation philosophy. We are continuing to build our executive compensation program around each of the below elements because they are, both individually and collectively, useful in achieving one or more of the objectives of the program.

1. Base Salary. We provide our NEOs and other employees with a base salary to compensate them for services rendered during the year and to provide them with a minimum level of guaranteed pay. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salary amounts are established based on consideration of, among other factors, the scope of the NEOs’ responsibilities, ability to contribute to the Company’s success, years of service and individual job performance and the Compensation Committee’s general knowledge of the competitive market, based on, among other things, experience with other companies and our industry and market data provided by our independent compensation consultant, as discussed above under “Setting Executive Compensation: Comparative Compensation Market Data and Peer Group.” Effective January 1, 2026, our NEOs’ agreed to a reduction in their base salary in connection with an agreement reached by the Company with the Air Line Pilots Association (“ALPA”) representing the Company’s Pilots. The base salary reductions were made at a percentage not less than the Pilot group’s reduction upon ratification of the agreement with ALPA.

The table below sets forth, for each NEO, such NEO’s base salary for fiscal year 2024, base salary for fiscal year 2025 and the percentage increase in such NEO’s base salary.


Named Executive Officers	2024 Annual Base Salary ($)		2025 Annual Base Salary ($)		Increase %
David Davis		N/A		950,000		N/A
Frederick S. Cromer		610,000		610,000		0%
John Bendoraitis		650,000		650,000		0%
Thomas C. Canfield*		525,000		610,000		16%
Arijit R. Ghosh		N/A		500,000		N/A
Edward M. Christie III**		950,000		950,000		0%

*	Effective July 21, 2025, Thomas C. Canfield was promoted from Senior Vice President, General Counsel and Secretary to Executive Vice President, General Counsel and Secretary, and in connection with his promotion, Mr. Canfield’s base salary increased from $525,000 to $610,000.

**	Mr. Christie resigned effective as of April 6, 2025, and did not receive any adjustments in his base salary.

The NEOs’ 2025 base salaries are set forth in the “Summary Compensation Table” below, and are prorated, when applicable, to reflect the increases described above.

2. Short-Term Cash Incentive Program (the “STI Plan”).

Overview

Cash bonuses are intended to provide incentives to meet or exceed company-wide financial, operating performance and strategic objectives. Generally, all of our NEOs and other executive officers are eligible for annual cash bonuses, which are determined annually based on achievement of a set of pre-established financial and operational performance and strategic objective metrics. The purpose of continuing this design was to align the STI Plan for fiscal year 2025 with a more near-term business focus, improve management’s line of sight to incentive awards and provide flexibility to shift focus during the course of the year as appropriate.

Our STI Plan is administered by the Compensation Committee. Prior to each semi-annual measurement period, the Compensation Committee approves (i) the performance metrics; (ii) the weighting of the performance metrics; (iii) the threshold, target and stretch (maximum) performance levels for each metric and the percentage payouts for the performance levels (usually zero for less than threshold performance, 100% of target value for target performance and 200% of target value for stretch or maximum performance); and (iv) the target bonus opportunity for officer positions, expressed as a percentage of base salary. After the performance results are available (which, for fiscal year 2025, was after each semi-annual performance period), the specific bonus payments are calculated using the formula embodied in the STI Plan based on the extent to which the performance metric were achieved during the relevant measurement period, and may include discretionary adjustments or reductions as the Compensation Committee may determine based on individual performance and other factors it deems relevant, including, but not limited to, the Company’s safety performance and the impact of any unanticipated events. Any earned incentive bonuses are paid to executive officers following the end of the applicable measurement period, subject to continued employment through the payment date. Incentive bonuses for executives are subject to the terms and conditions of our 2025 Plan (as described below). Moreover, as described below, we maintain robust clawback policies covering incentive compensation (both cash and equity-based) paid to our executive officers to further align management with the interests of stockholders over the long term.

Performance Metrics

The following tables set forth the performance metrics and the weightings for each of the semi-annual performance periods under the 2025 STI Plan. In addition, the 2025 STIP Plan was subject to performance goal multiplier metrics, as described in more detail below.


Metric	Weighting	Definition/Description
Adjusted CASM ex-Fuel	33.3%	Operating costs less fuel and special items per available seat mile, adjusted for stage length.
T:0	33.3%	T:0 measures our Turn Performance and is calculated by number of turns operated on time and number of operated turns. A turn (non-Fleet Launch) is considered operated on time if either, (i) the flight departs on time, or (ii) the turn takes less time than our Minimum Ground Time Standard. Cancellations are excluded from T:0.
D:0/A:0 NPS	33.3%	On-time Departure & On-time Arrival Net Promoter Score Performance

In setting the foregoing goals and corresponding payout levels, the Compensation Committee carefully considered and scrutinized certain industry data and the Company’s past performance, and approved criteria which, while considered difficult to achieve, incentivizes our executive officers to deliver strong performance against our financial and operational objectives. As in prior years, the Compensation Committee also reserved discretion to reduce payouts in light of safety events occurring during the year and also to adjust for other factors it deems relevant in assessing actual performance in 2025 as compared to our 2025 operating plan.

2025 STI Plan Payouts

Each NEO’s target bonus opportunity and actual payout with respect to each measurement period under the 2025 STI Plan is set forth in the tables below, as well as the performance results for each of the applicable performance metrics on which such payouts were determined. Payment for the first measurement period under the 2025 STI Plan was made in July 2025.

The table below sets forth the Company’s achievement of the applicable performance metrics for the first measurement period in 2025. While the performance metrics for the first measurement period under the 2025 STI Plan supported a payout of 124.6% of target, the Compensation Committee exercised its discretion to reduce such payouts such that the payments received under the 2025 STI Plan were 100% of target.

1H-2025 STI performance


Metric	Below Threshold			Threshold			Target			Stretch			Current			Multiplier		Weight			Results			Adjustment for Payout
Payout Curve		0	%		50	%		100	%		200	%
Adjusted CASM ex Fuel		>9.22			9.22			9.1			9.01			9.13			0.86		33.3	%		28.8	%

T:0		<71	%		71	%		74	%		78	%		75	%		1.24		33.3	%		41.5	%

D:0/A:0 NPS		<52			52			55			58			56.9			1.63		33.3	%		54.3	%

Overall																			100.0	%		124.6	%		100.0	%

•

Spirit’s CASM ex-Fuel was 9.13 compared to the target level of 9.1, which was between threshold and target level, resulting in a payout percentage of 28.8%.

•

Turn Performance was 75% compared to the target level performance of 74%, which was between target and stretch level, resulting in an overall payout percentage of 41.5%.

•

On-time Departure & On-time Arrival Net Promoter Score performance was 56.9 compared to the target level of 55, which was between target and stretch level, resulting in an overall payment percentage of 54.3%.

The Compensation Committee approved a payout for the first performance period equal to 100% of the target in July 2025. The table below sets forth the amounts paid to our NEOs (excluding Mr. Christie) in connection with the first performance period.


Named Executive Officers	2025 1st Half Base Salary Earnings		STI Target %			Target Incentive Amount ($)		1st Half STI Performance Factor			2025 1st Half STI Amount Earned ($)
David Davis		187,563		125	%		234,454		100	%		234,454
Frederick S. Cromer		305,000		100	%		305,000		100	%		305,000
John Bendoraitis		325,000		100	%		325,000		100	%		325,000
Thomas C. Canfield		262,500		80	%		210,000		100	%		210,000
Arijit R. Ghosh		212,500		80	%		170,000		100	%		170,000

In August 2025, each of the NEOs forfeited payment of their second half 2025 STI Plan cash awards in connection with the receipt of the Retention Awards described below.

3. Long-Term Incentives.

Overview

The equity-based awards granted to our NEOs are designed to incentivize demonstrable long-term Company performance by rewarding superior individual and Company performance, to align the NEOs’ interest in building value with that of our stockholders by promoting long-term equity ownership and to enhance the retention of key senior management talent. All grants of equity awards are evidenced by an individual award agreement between the Company and the individual.

In setting the target value of our NEOs’ long-term incentive awards, the Compensation Committee considers and generally follows target-pay positioning at the median. The Compensation Committee may adjust target grant date values for the NEOs based on the Compensation Committee’s general assessment of the executive’s ability to contribute to the Company’s success, performance of job responsibilities and future potential.

On July 21, 2025, the Compensation Committee approved the grant of RSUs, PSUs and Performance Cash Awards (collectively, the “2025 Awards”) to Messrs. Cromer, Bendoraitis, Canfield and Ghosh (together, the “2025 Awards”). The targeted grant date value of the 2025 Awards to our current NEOs are set forth in the table below. In addition, in connection with his appointment as CEO in April 2025, the Compensation Committee and the Board approved grants of RSUs and PSUs to Mr. Davis. The terms and conditions for such RSUs and PSUs were the same as those for the other NEOs as approved on July 21, 2025.


Name	RSUs			PSUs			Performance Cash Awards
David M. Davis	$	2,000,000	(1)	$	1,000,000	(1)		N/A
Frederick S. Cromer	$	375,000		$	375,000		$	3,750,000
John Bendoraitis	$	375,000		$	375,000		$	3,750,000
Thomas C. Canfield	$	375,000		$	375,000		$	3,750,000
Arijit R. Ghosh	$	187,500		$	187,500		$	1,875,000

(1)

Values set forth in this table represent the values approved by the Board or the Compensation Committee, as applicable. The values set forth herein may be different than those set forth in the Summary Compensation Table, Grants of Plan Based Awards Table and Outstanding Equity Awards Table due to different rules for calculating such RSUs and PSUs.

The following sets forth a summary of the vesting conditions for the RSUs, PSUs and Performance Cash Awards.

Restricted Stock Units (RSUs)

The RSUs will vest in equal annual installments on each of the first three anniversaries of April 1, 2025 (other than Mr. David Davis’ RSUs that vest on each of the first three anniversaries of April 21, 2025), subject to the NEO’s continued employment through each vesting date. In the event the NEO’s employment is terminated by the Company without “cause” or due to their death or “disability” (as such term is defined in the Incentive Plan), the next regularly scheduled installment of RSUs that would have otherwise vested but for such termination of service will automatically vest in full as of the date of such termination of service. Upon a “change in control” (as defined in the Incentive Plan), in the event the successor entity (or its parent) assumes or substitutes the RSUs, the RSUs will thereafter remain outstanding and eligible to vest in accordance with the original vesting schedule. However, in the event of the NEO’s termination of service by the Company (or its successor) without cause or resignation for “good reason” (as defined in the 2025 Severance Plan (as defined below)), the RSUs will fully vest as of the date of such termination of service. If the successor entity (or its parent) in the change in control fails to assume or substitute the RSUs in connection with the change in control, the RSUs will automatically vest in full as of immediately prior to the consummation of such change in control.

Performance Stock Units (PSUs)

The PSUs will be earned and vest on April 1, 2028 (other than Mr. David Davis’ PSUs that will be earned and vest on April 21, 2028), subject to (i) the NEO’s continued employment through such date and (ii) the level of achievement of an equity valuation growth performance goal. The performance goal will be achieved between 0% and 100% based on the level of increase in the Company’s equity value performance goals measured as of April, 2028 (or, if earlier, the date of a change in control). The equity value performance goals are as follows: 0% of the PSUs vesting at a 1.25X Equity Growth multiple and 100% vesting at a 3.25X or greater Equity Growth multiple, with linear interpolation between 1.25X to 3.25X. In the event the NEO’s employment is terminated by the Company without cause or due to death or disability, a pro-rated portion of the PSUs will be eligible to vest as of the last day of the performance period, based on the actual level of achievement of the applicable performance goal. Upon a change in control, in the event the successor entity (or its parent) assumes or substitutes the PSUs, the earned PSUs (measured as of the date of the change in control) will thereafter remain outstanding and eligible to vest on April, 2028; provided, however, in the event of the NEO’s termination of service due to death or disability, by the Company (or its successor) without cause or by the NEO for good reason, the earned PSUs will vest as of the date of such termination of service. If the successor entity (or its parent) in the change in control fails to assume or substitute the PSUs in connection with the change in control, the earned PSUs (measured as of the date of the change in control) will automatically vest as to service as of immediately prior to the consummation of such change in control.

Performance Cash Awards

The Performance Cash Awards will be earned and vest as follows: (i) 50% of the Performance Cash Award will be earned and vest based on the level of achievement of specified annual performance goals for the period from April 1, 2025 to March 31, 2026 and (ii) the remaining 50% of the award will be earned and vest based on the level of achievement of specified annual performance goals for the period from April 1, 2026 to March 31, 2027, in each case subject to the NEO’s continued employment through the last day of the applicable performance period. In addition, in the event that the first installment of the Performance Cash Award is not fully earned based on the level of achievement of the annual performance goals during the first performance period, the first installment may still be fully earned based on the level of achievement of the cumulative two-year performance goals, subject to continued employment through the end of such period (a “catch-up” payment). The performance goals applicable to the Performance Cash Awards were not finally approved by the Committee prior to the date of the 2025 Bankruptcy filing. In the event the NEO’s employment is terminated without cause or due to death or disability, a pro-rata portion of the Performance Cash Award will be eligible to vest based upon achievement of the performance goals, except that if such termination occurs prior to April 1, 2026, then such pro-rata portion will not include the second installment of the Performance Cash Award or any “catch-up” payment. Upon a change in control, in the event a successor entity (or its parent) assumes or substitutes the Performance Cash Award, (i) the performance goals for each performance period that has not yet been completed as of the date of such change in control will be deemed achieved at the target performance level (100%) and (ii) the Performance Cash Award will remain outstanding and eligible to vest on the last date of each applicable performance period as originally scheduled; provided, however, in the event of the NEO’s termination of service by the Company (or its successor) without cause or by the NEO for good reason, the Performance Cash Award will fully vest and become payable as of the date of such termination of service. In the event a successor entity (or its parent) in the change in control fails to assume or substitute the Performance Cash Award, the Performance Cash Award will automatically vest in full (with the performance goals deemed achieved at the target performance level 100%).

Adoption of the 2025 Incentive Award Plan

On April 16, 2025, the Board approved and adopted the Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan (the “2025 Plan”), which provides for the grant of grant equity-based incentive awards (including restricted stock units, performance stock units, performance shares, stock options and other equity or equity-based awards) to eligible employees, consultants or non-employee directors of the Company, including the NEOs. The 2025 Plan will be administered by the Compensation Committee. The 2025 Plan has a term of ten years (unless terminated earlier by the Board in accordance with the terms of the 2025 Plan).

The aggregate number of shares of common stock of the Company that may be issued pursuant to awards under the 2025 Plan is 4,032,258 shares, subject to equitable adjustment in the event of certain changes in the Company’s capitalization or the occurrence of certain corporate events. Any shares underlying an award that expires, is forfeited, is repurchased, or lapses for any reason, is settled in cash without the delivery of shares, and any shares withheld by, or otherwise remitted to, the Company to satisfy any exercise price or tax withholding obligations in respect of an award, in each case will again be available for the grant under the 2025 Plan.

5.	Retention Bonuses

On August 29, 2025, the Company entered into retention award agreements (the “Retention Agreements”) with each of our NEOs (other than Mr. Christie), pursuant to which the NEOs received payment of one-time cash retention awards (the “Retention Awards”) in the aggregate amounts set forth in the table below. Pursuant to the terms of each Retention Agreement, if the NEO ceases to be actively employed by the Company in good standing prior to the earliest to occur of (i) the one year anniversary of the effective date of the Retention Agreement, (ii) the date that is 90 days following the date of a “change in control” (as defined in the Retention Agreement) and (iii) the date that is 90 days following the date that the Company emerges from its restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code, the named executive officer is required to repay to the Company the Retention Award (on a post-tax basis) within 10 days following such termination, except if the NEO’s employment terminates due to death or “disability,” by the Company without “cause” or due to the executive’s resignation for “good reason” (each as defined in the Retention Agreement).

In addition, pursuant to the Retention Agreement entered into with David Davis, President & Chief Executive Officer of the Company, the second installment of the sign-on bonus payment payable to Mr. Davis pursuant to Davis Employment Agreement (as defined below), the amount of which was previously transferred by the Company to a third-party escrow fund in April 2025, was disbursed to Mr. Davis as of the date of the Retention Agreement. Under the Retention Agreement, this second installment of the sign-on bonus will be subject to repayment to the Company on the same terms as Mr. Davis’s Retention Award.

Pursuant to the Retention Agreements, each of the named executive officers has agreed that they shall have no further rights to participate in, or otherwise receive any payments under, the Company’s short-term cash incentive program for 2025. In addition, Mr. Davis has agreed that he shall have no further rights or entitlements to receive his prorated annual short term incentive for 2025 nor the existing $4.0 million retention incentive payable to Mr. Davis in certain circumstances under the Davis Employment Agreement.


Named Executive Officers	Retention Award
David M. Davis	$	2,918,000
Frederick S. Cromer	$	1,185,000
John Bendoraitis	$	1,132,000
Thomas C. Canfield	$	1,082,000
Arijit R. Ghosh	$	851,000

6.	Benefits. We provide the following benefits to our NEOs (and provide similar benefits to all our employees):

•

medical, dental and vision insurance;

•

life insurance, accidental death and dismemberment and business travel and accident insurance;

•

employee assistance program;

•

health and dependent care flexible spending accounts;

•

short and long-term disability; and

•

401(k) plan.

In addition, we also provide:

•

supplemental life insurance to our employees at the director level and above, including our officers;

•

annual Executive Physical to our officers; and

•

retiree Travel Benefit for our officers.

Additional Compensation Information

1.	Change in Control-Based Compensation.

Severance. All of our NEOs other than Mr. Davis (who is subject to the Davis Employment Agreement (as defined below in the section titled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Employment Agreements and Offer Letters”) are covered by the Company’s 2025 executive severance plan (the “2025 Executive Severance Plan”), which was adopted on July 21, 2025 by the Board on the recommendation of the Compensation Committee. Pursuant to the 2025 Executive Severance Plan and subject to an exception applicable only to Mr. Davis as noted below, each executive who holds a senior vice president or higher position is entitled to receive, in each case, conditioned upon the executive officer’s execution and non-revocation of are lease of claims, and continued compliance with any applicable restrictive covenant:

(a)

in the event of an involuntary termination by the Company without cause unrelated to a change in control, (i) a cash severance amount equal to 100% of his or her annual base salary for the year of termination, payable in equal installments over twelve months, (ii) continuation of COBRA coverage for twelve months, (iii) a free family travel pass on our flights for twelve months and (iv) the use of a Company-owned mobile phone for up to thirty days; and

(b)

in the event of an involuntary termination by the Company without cause or a voluntary termination by the executive for good reason, in each case occurring within eighteen months following a change in control (i) a cash severance amount equal to two times the sum of his or her annual base salary for the year of termination plus his or her target incentive bonus for the year of termination, payable in equal installments over twenty four months, (ii) his or her incentive bonus for the year of termination, prorated from the beginning of the year to the date of termination based on actual incentive plan performance as of the date of termination, (iii) outplacement services not to exceed $10,000, (iv) a continuation of COBRA coverage for twelve months, (v) a free family travel pass on our flights for twelve months and (vi) the use of a Company-owned mobile phone for up to thirty days.

Prior to the adoption of the 2025 Executive Severance Plan, the Company had established the Company’s 2017 executive severance plan (the “2017 Executive Severance Plan”). The compensation and benefits provided under the 2017 Executive Severance Plan, and the requirements imposed thereunder, were substantially similar to those provided under the 2025 Executive Severance Plan. The 2017 Executive Severance Plan remained in place following the Company’s emergence from the 2024 Bankruptcy. On March 31, 2026, the Company filed a Notice of Rejection of the 2017 Executive Severance Plan in the 2025 Bankruptcy Proceeding; therefore, the 2017 Executive Severance Plan no longer remains in effect as of the date of this filing.

As for severance and other benefits under the 2025 Executive Severance Plan that (i) constitute “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”), and (ii) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the 280G Payments will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the executive officer on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. The Company is not required to provide “gross-ups” for any excise taxes.

Under the Davis Employment Agreement, in the event Mr. Davis’s employment is terminated by the Company without “cause” or Mr. Davis resigns for “good reason”, in each case during the term of the Davis Employment Agreement, then, subject to his execution and non-revocation of a release of claims and continued compliance with his restrictive covenant obligations under the Davis Employment Agreement, Mr. Davis will be entitled to receive (i) a lump sum cash severance payment in an amount equal to 2.0x the sum of his base salary and target annual bonus opportunity (or, 3.0x, if such termination occurs within 12 months following a “change of control”) and (ii) subsidized COBRA continuation coverage for a period of 24 months (or, 36 months, if such termination occurs within 12 months following a “change of control”). Mr. Davis will not be eligible to receive severance payments or benefits under any severance plan or program maintained by the Company.

2. Mr. Davis’s Sign-on and Inducement Awards

In connection with his appointment as President and Chief Executive Officer of the Company, on April 17, 2025, pursuant to the terms of his employment agreement, Mr. Davis received inducement cash sign-on bonus in the aggregate amount of $4,000,000, which was payable two equal installments, with the first installment paid on his start date and the second installment held in escrow and paid on the first anniversary of his start date, subject to his continued employment through such date (or, if earlier, the occurrence of a “change of control” of the Company or the termination of Mr. Davis’s employment by the Company without “cause” or his resignation for “good reason” (as such terms are defined in the Davis Employment Agreement). Each installment is subject to repayment by Mr. Davis (net of taxes), on a pro-rated monthly basis, if, during the 12-month period following the payment of such installment, his employment is terminated by the Company for “cause”, he resigns without “good reason” or he breaches his restrictive covenant obligations under his employment agreement. As described above, in connection with the entry into the Retention Agreement, the second installment of his sign-on bonus was disbursed from the escrow to Mr. Davis in August 2025.

In addition, under his employment agreement, Mr. Davis was eligible to receive a one-time cash retention bonus that was scheduled to vest and become payable on the fifth anniversary of his start date, subject generally to his continued employment through such date. However, as described above, pursuant to this Retention Agreement, Mr. Davis has agreed that he shall have no further rights or entitlements to this retention payment.

3.	Limited Perquisites.

Post-Employment Flight Benefits: A senior executive who retires from Spirit will be eligible to receive the “Officer Retiree Travel” benefit as described below. The value of such flight benefits will be reported as taxable income and the value of the free travel provided during any calendar year would be subject to an aggregate cap of $10,000. Notwithstanding the eligibility criteria noted below, to receive this benefit, the senior executive’s service as an officer of the Company must have ended on or after January 13, 2022:

(1)

A senior executive who served five years as an officer of the Company and has a minimum of ten years of service with the Company, will receive unlimited positive space travel privileges for the former officer and, until the death of the former officer, for his or her spouse or designated travel companion and dependent children.

(2)

A senior executive who served less than five years as an officer but has a minimum of ten years of service with the Company, will receive unlimited positive-space air travel for the former officer and his or her spouse or designated travel companion and dependent children, for the number of years for which he or she served as an officer. After completion of this term, the former officer may be eligible for lifetime unlimited standby travel if his or her years of service plus the age at the time of retirement is greater than 65 with a minimum of ten years of service.

4.	Clawback Policies.

On April 25, 2025, the Compensation Committee adopted, and the Board ratified, a clawback policy in compliance with Section 10D of the Securities Exchange Act and the New York Stock Exchange listing standards (the “Dodd-Frank Clawback Policy”). Under the Dodd-Frank Clawback Policy, the Company is required to recoup certain incentive-based compensation (whether cash- or equity-based) from its current or former executive officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, without regard to any misconduct on the part of the executive and subject to certain limited exceptions. The Company’s Dodd-Frank Clawback Policy applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NYSE American listing standards, which was October 2, 2023.

In April 2025, with input from its independent legal advisor, the Compensation Committee adopted, and the Board ratified, a supplemental discretionary clawback policy (the “Discretionary Clawback Policy”) that allows the Company to seek recoupment of any type of incentive compensation from our executive officers and a broader group of employees, even when a mandatory recoupment is not required under the Dodd-Frank Clawback Policy. Under the Discretionary Clawback Policy, the Company may, but is not required to, seek recoupment of incentive compensation (whether cash- or equity-based, and whether time- or performance-based) paid to any of its current or former executive officers or employees at the director level or above in scenarios involving, among other circumstances, (i) a miscalculation or misreporting of financial or operating results or other performance metric criteria, whether or not the employee from which the Company is seeking recoupment was responsible, (ii) knowing or intentional alteration of financial results or operating metrics, even if no accounting statement was required, (iii) fraud, misrepresentation or a material error that causes significant reputational or financial harm to the Company, (iv) a willful or knowing violation of applicable law and (v) a material breach of any applicable restrictive covenant. The Discretionary Clawback Policy applies to all incentive compensation approved, granted or awarded on or after October 2, 2023.

In addition, the Company’s equity incentive plans and the award agreements applicable to awards granted thereunder incorporate the provisions of any clawback policies maintained by the Company from time to time, and contain additional clawback provisions providing for the termination and forfeiture of outstanding incentive compensation awards and recoupment of any proceeds, gains or other economic benefit actually or constructively received in respect of such awards, in each case, where the employee has engaged in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as determined by the Compensation Committee, or upon the termination of the employee’s employment by the Company for “cause” (as defined in the applicable award agreement).

Taken together, all of the Company’s clawback rights and remedies are believed to be consistent with best corporate governance practices.

5.	Tax and Accounting Considerations.

The Board and the Compensation Committee generally consider the financial accounting and tax implications of their executive compensation decisions. Section 162(m) of the Code generally limits the tax deductibility of annual compensation paid by public companies for certain executive officers to $1 million.

Our Compensation Committee does not believe that compensation decisions should be determined solely by how much compensation is deductible for federal income tax purposes. As a result, our Compensation Committee has authorized non-deductible compensation and reserves its right to, and retains the discretion to, authorize payments that may not be deductible if it believes that such payments are in the best interests of the Company and its stockholders. Moreover, further changes in applicable tax laws and regulations as well as factors beyond the control of the Compensation Committee can adversely impact the deductibility of compensation paid to our executive officers.

Compensation Risk Assessment

The Compensation Committee agreed with management findings that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

In April 2025, the Compensation Committee was presented with the results of management’s analysis on our compensation policies and practices for our employees to determine if these policies and practices give rise to risks that are reasonably likely to have a material adverse effect on us or encourage our employees to take excessive risks in order to receive larger awards.

This risk assessment process included a review by management of our compensation policies and practices and identification of risks and risk controls related to the programs. Although management reviewed all compensation programs, it focused on the programs with variability of payout, which means the participant is able to directly affect payout. Management assessed our compensation programs against potential compensation risks relating to pay mix, performance metrics, payment timing and adjustments, equity incentives, performance appraisals, and leadership and culture.

In reaching its conclusion that our compensation policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on us or encourage our employees to take excessive risks in order to receive larger awards, management considered the following:

•

For most of our employees, cash compensation is fixed in the form of base salaries or hourly cash compensation. For our officers and director-level employees, the majority of cash compensation is also fixed in the form of base salaries. Fixed compensation in the form of base salaries or hourly compensation provide income regardless of our short-term performance and do not create an incentive for employees to take unnecessary risks.

•

In evaluating our performance for purposes of our cash incentive plans, the Compensation Committee reviews our performance under a mix of financial and operating measures to provide a balanced perspective.

•

The Compensation Committee generally exercises broad discretion in determining compensation amounts, and qualitative factors beyond quantitative financial and operating metrics are a key consideration in the determination of individual cash bonuses and long-term equity awards.

•

The financial opportunity in our long-term incentive program is best realized through long-term appreciation of our stock price, which mitigates excessive short-term risk-taking. Annual equity-based awards vest over multiple years, in the case of restricted stock units or restricted shares, or are settled in a single payment after three years, in the case of our PSUs, in each case subject to the holder’s continuing service with us. This promotes alignment of our employees’ interests with our long-term objectives and interests and with stockholders’ interests.

•

The following risk mitigating controls: (i) stock ownership guidelines for non-employee directors and executive officers; (ii) code of business conduct and ethics and anti-hedging and anti-pledging policy applicable to NEOs and members of the Board; (iii) clawback policy on compensation to executive officers; (iv) basing our short term incentive plan on more than one performance measurement, including both financial and operational metrics; (v) periodic review of our compensation policies and programs by the Company’s internal audit group; (vi) using different performance metrics for our long-term incentive PSUs; (vii) overlapping the performance periods for our long-term incentive PSUs; and (viii) using our internal audit group and our independent consultants to review calculations of short-term and long-term incentive payouts.

•

We maintain caps on the maximum payouts under our short-term incentive plan and our long-term incentive PSUs.

•

We utilize individual performance assessments in determining executive compensation. These assessments take into account whether or not the individual’s behavior was consistent with our code of business conduct and ethics and with our ethics-based corporate culture.

Report of the Compensation Committee of the Board of Directors on Executive Compensation

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Spirit under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment No. 1 to our 2025 Form 10-K.

COMPENSATION TABLES

Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the past three calendar years.


Name and Principal Position in fiscal year 2025 (1)	Year	Salary ($) (2)	Bonus ($) (3)	Stock Awards ($) (4)	Non-Equity Incentive Plan Compensation ($) (5)	All Other Compensation ($) (6)	Total ($)
David M. Davis	2025	662,563	6,918,000	14,326,620	234,454	13,770	22,155,406
President & Chief Executive Officer
Frederick S. Cromer	2025	610,000	1,185,000	506,735	305,001	18,355	2,625,091
Executive Vice President & Chief Financial Officer	2024	293,660	375,492	499,999	277,508	5,133	1,451,792
John Bendoraitis	2025	650,000	1,132,000	506,735	325,000	20,608	2,634,342
Executive Vice President & Chief Operating Officer	2024	555,000	1,163,225	549,994	639,858	23,836	2,931,913
	2023	458,333	940,500	1,099,978	579,616	20,948	3,099,375
Thomas C. Canfield	2025	563,958	1,082,000	506,735	210,000	19,628	2,382,321
Executive Vice President, General Counsel & Secretary	2024	460,000	939,063	274,997	506,870	15,428	2,196,358
Arijit R. Ghosh	2025	462,500	851,000	253,367	170,000	34,012	1,770,879
Senior Vice President & Chief Commercial Officer
Edward M. Christie III	2025	343,457	0	0	315,144	998,892	1,657,493
Former President & Chief Executive Officer	2024	850,000	4,390,759	1,456,246	1,440,570	32,189	8,169,764
	2023	745,833	1,771,875	2,912,479	1,134,573	36,644	6,601,404

(1)	Reflects each NEO’s title as of the last day of fiscal year 2025.

(2)	Reflects amounts received by the NEOs in fiscal year 2025, prorated to reflect any increases in base salary or, for Messrs. Davis and Christie, the portion of the year the NEO was employed by the Company.

(3)

Amounts shown in the “Bonus” column represent (i) for Mr. Davis, the portion of his inducement cash sign-on bonus received in fiscal year 2025 and (ii) for Messrs. Davis, Cromer, Bendoraitis, Canfield and Ghosh, the amount of the Retention Award in the amounts disclosed above under the “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Retention Bonuses” section. With respect to Mr. Davis, in connection with his receipt of the Retention Award, the Company also settled the second payment of Mr. Davis’s inducement cash sign-on bonus. With respect to the Retention Awards, if the NEO ceases to be actively employed by the Company in good standing prior to the earliest to occur of (i) the one year anniversary of the effective date of the Retention Agreement, (ii) the date that is 90 days following the date of a “change in control” (as defined in the Retention Agreement) and (iii) the date that is 90 days following the date that the Company emerges from its restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code, the NEO is required to repay to the Company the Retention Award (on a post-tax basis) within 10 days following such termination, except if the NEO’s employment terminates due to death or “disability,” by the Company without “cause” or due to the executive’s resignation for “good reason” (each as defined in the Retention Agreement).

(4)

Amounts shown in the “Stock Awards” column represent the aggregate grant date fair value of the RSUs and PSUs granted to our NEOs in fiscal year 2025, as indicated and computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. RSUs vest in three equal installments on each of the first three anniversaries of April 2025. PSUs will be earned and vest in April 2028, subject to (i) the NEO’s continued employment through such date and (ii) the level of achievement of an equity valuation growth performance goal. The performance goal will be achieved between 0% and 100% based on the level of increase in the Company’s equity valuation, measured as of April 2028 (or, if earlier, the date of a change in control). Assuming the maximum level of performance is achieved, the grant date fair value of the PSUs reflected in this column would be as follows: (i) Mr. Davis, $3,036,292; (ii) Mr. Cromer, $156,437; (iii) Mr. Bendoraitis, $156,437; (iv) Mr. Canfield, $156,437 and (v) Mr. Ghosh, $78,218.

(5)

Amounts shown in the “Non-Equity Incentive Plan Compensation” column represent the sum of (i) the annual cash bonuses paid to each of our NEOs in respect of the first measurement period under the 2025 STI Plan, as described above. For additional detail regarding our STI Plan, see “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Short-Term Cash Incentive Program,” and for additional detail regarding the cash-based long-term incentive awards, see “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Long-Term Incentives.”

(6)	The following table sets forth the amounts reflected in the “All Other Compensation” column for fiscal year 2025:


Name	401(k) Plan Company Contributions ($) (a)		Health & Welfare Benefits ($) (b)		Travel Benefits ($) (c)		Severance Payments (d)		Total
Mr. Davis		—		13,148		622		—		13,770
Mr. Cromer		—		17,616		739		—		18,355
Mr. Bendoraitis		10,500		9,881		227		—		20,608
Mr. Canfield		—		18,439		1,189		—		19,628
Mr. Ghosh		10,500		20,199		3,313		—		34,012
Mr. Christie		5,152		11,240		532		981,968		998,892

(a)

Represents 401(k) company-match contributions. See Note 16, “Defined Contribution 401(k) Plan,” to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of employer matching contributions made under our defined contribution 401(k) plans.

(b)	This total represents the costs associated with Company-covered health and welfare benefits, life insurance and accidental death and dismemberment premiums, short-term and long-term disability premiums, and annual executive physicals.

(c)	Represents positive-space air travel on our airline provided to each of our NEOs.

(d)	Represents severance payments and payments made for vacation as part of Mr. Christie’s severance agreement

Grants of Plan-Based Awards in 2025

The following table sets forth certain information with respect to grants of plan-based awards to our NEOs for 2025.


Name	Grant Date		Committee Action Date				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)						Estimated Future Payouts Under Equity Incentive Plan Awards (#)						All Other Stock Awards: Number of Shares of Stock or Units (3) (#)		Grant Date Fair Market Value of Stock Awards (4) ($)
							Thres-hold		Target		Maximum		Thres-hold		Target		Maximum				Grant Date Fair Market Value of Stock Awards (4) ($)
David M. Davis					(1	)		—		828,204		1,656,408		—		—		—		—		—
		4/21/2025		4/21/2025				—		—		—		—		—		—		806,452		11,290,328
		4/21/2025		4/21/2025	(2	)		—		—		—		—		403,226		403,226		—		3,036,292
Frederick S. Cromer					(1	)		—		610,000		1,220,000		—		—		—		—		—
		7/21/2025		7/21/2025				—		—		—		—		—		—		74,850		350,298
		7/21/2025		7/21/2025	(2	)		—		—		—		—		74,850		74,850		—		156,437
John Bendoraitis					(1	)		—		650,000		1,300,000		—		—		—		—		—
		7/21/2025		7/21/2025				—		—		—		—		—		—		74,850		350,298
		7/21/2025		7/21/2025	(2	)		—		—		—		—		74,850		74,850		—		156,437
Thomas C. Canfield					(1	)		—		507,083		1,014,166		—		—		—		—		—
		7/21/2025		7/21/2025				—		—		—		—		—		—		74,850		350,298
		7/21/2025		7/21/2025	(2	)		—		—		—		—		74,850		74,850		—		156,437
Arijit R. Ghosh					(1	)				370,000		740,000		—		—		—		—		—
		7/21/2025		7/21/2025										—		—		—		37,425		175,149
		7/21/2025		7/21/2025	(2	)								—		37,425		37,425				78,218
Edward M. Christie III					(1	)		—		315,143		630,286		—		—		—		—		—
Edward M. Christie III		1/24/2024		1/24/2024				—		—		—								—

(1)

These amounts reflect the estimated target and maximum payouts to our NEOs under the Company’s 2025 STI Plan as disclosed more fully under the “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Short-Term Cash Incentive Program” and the estimated target and maximum payouts to our NEOs under the Company’s Performance Cash Awards granted in 2025 as disclosed more fully under “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Long-Term Incentives” sections.

(2)

These amounts reflect the estimated threshold, target and maximum number of shares issuable with respect to PSUs granted to our NEOs, which are earned and vest in April 2028, subject to (i) the NEO’s continued employment through such date and (ii) the level of achievement of an equity valuation growth performance goal. The performance goal will be achieved between 0% and 100% based on the level of increase in the Company’s equity valuation, measured as of April 2028 (or, if earlier, the date of a change in control). For a more detailed discussion of the 2025 PSUs, see “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Long-Term Incentives.”

(3)

These amounts reflect RSUs awarded to our NEOs under our 2025 Plan, vesting in 33.33% increments over three years based on continued employment with the Company through each applicable vesting date. For a more detailed discussion of the 2025 RSUs, see “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Long-Term Incentives.”

(4)

Amounts shown in this column represent the aggregate grant date fair value of the RSUs and PSUs granted to our NEOs in fiscal year 2025, as indicated and computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and, for the PSUs, based on the probable outcome of the applicable performance metrics.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

Employment Agreements and Offer Letters

David M. Davis. In connection with Mr. Davis’s appointment as President and Chief Executive Officer of the Company, the Company entered into an employment agreement with Mr. Davis, which generally provides for a three-year term of employment with the Company (the “Davis Employment Agreement”). Pursuant to the Davis Employment Agreement, during the term of his employment, Mr. Davis will be entitled to receive (i) an annual base salary of $950,000, (ii) a target annual cash bonus opportunity of 125% of his annual base salary (with a maximum bonus payout of 250% of base salary), with the actual amount of his annual bonus, if any, determined by the Board based on the level of attainment of individual and Company performance objectives, (iii) participation in company benefit plans, including positive-space travel benefits for Mr. Davis and his eligible family members and designees in accordance with Company policy and the terms of the Davis Employment Agreement and (iv) reimbursement for reasonable business and moving expenses and legal fees incurred in connection with the negotiation and entry into the Davis Employment Agreement.

In addition, Mr. Davis was entitled to receive an inducement cash sign-on bonus in the aggregate amount of $4,000,000, which will be paid in two equal installments, with the first installment paid on his start date and the second installment held in escrow and paid on the first anniversary of his start date, subject to his continued employment through such date (or, if earlier, the occurrence of a “change of control” of the Company or the termination of Mr. Davis’s employment by the Company without “cause” or his resignation for “good reason” (as such terms are defined in the Davis Employment Agreement). Each installment is subject to repayment by Mr. Davis (net of taxes), on a pro-rated monthly basis, if, during the 12-month period following the payment of such installment, his employment is terminated by the Company for “cause”, he resigns without “good reason” or he breaches his restrictive covenant obligations under the Davis Employment Agreement. In connection with the Retention Award, Mr. Davis received payment of the second installment of the sign-on bonus, subject to clawback in the event of a termination of employment by the Company for “cause”, resignation for “good reason” or restrictive covenant breach on such terms as set forth in the Retention Agreement.

Mr. Davis was also entitled to receive a one-time cash retention bonus of $4,000,000 that will vest and become payable on the fifth anniversary of his start date, subject to his continued employment through such date, except that if his employment is terminated by the Company without “cause” or Mr. Davis resigns for “good reason” prior to the retention date, then he will be entitled to receive the retention bonus within 60 days of his termination date, subject to his execution and non-revocation of a release of claims and continued compliance with his restrictive covenant obligations under the Davis Employment Agreement. In connection with the Retention Award, Mr. Davis forfeited payment of the one-time cash retention bonus.

On Mr. Davis’s start date, he was granted a one-time inducement award of 403,226 RSUs under the 2025 Plan (as described in more detail below). In addition, Mr. Davis was also granted an initial award under the 2025 Plan, split 50% in the form of time-based RSUs (403,226 RSUs) and 50% in the form of PSUs (403,226 PSUs). The above-described RSUs will generally vest in equal installments on each of the first three anniversaries of Mr. Davis’s start date, subject to his continued employment through each such date (subject to acceleration upon an earlier qualifying termination of employment as set forth in the Davis Employment Agreement). The PSUs will be earned and vest on the third anniversary of his start date, subject to Mr. Davis’s continued employment through such date (subject to acceleration as to service upon an earlier qualifying termination of employment as set forth in the Davis Employment Agreement) and the level of achievement of an equity valuation growth performance goal. The performance goal will be achieved between 0% and 100% based on the level of increase in the Company’s equity valuation, measured at the end of a three-year performance period (or, if earlier, the date of a change of control of the Company).

In the event Mr. Davis’s employment is terminated by the Company without “cause” or Mr. Davis resigns for “good reason”, in each case during the term of the Davis Employment Agreement, then, subject to his execution and non-revocation of a release of claims and continued compliance with his restrictive covenant obligations under the Davis Employment Agreement, Mr. Davis will be entitled to receive (i) a lump sum cash severance payment in an amount equal to 2.0x the sum of his base salary and target annual bonus opportunity (or, 3.0x, if such termination occurs within 12 months following a “change of control”) and (ii) subsidized COBRA continuation coverage for a period of 24 months (or, 36 months, if such termination occurs within 12 months following a “change of control”). Mr. Davis will not be eligible to receive severance payments or benefits under any severance plan or program maintained by the Company.

Mr. Davis will be subject to certain restrictions against competition, solicitation, disparagement and the use or disclosure of confidential information of the Company as set forth in the Davis Employment Agreement.

Frederick S. Cromer. On June 26, 2024, we entered into an offer letter with Frederick S. Cromer to join our Company as Executive Vice President and Chief Financial Officer. Under that letter agreement, Mr. Cromer is entitled to receive an annual base salary from us initially set at $610,000, a target bonus initially set at 100% of base salary with a maximum payout capped at 200% of target bonus and an annual long-term incentive award target of $1,500,000. The letter agreement also provided for a signing cash bonus of $200,000 (subject to repayment in the event of a resignation within one (1) year following the date of hire), a new hire long-term incentive award with a grant date value of $1,000,000 and moving and relocation support to move to the Fort Lauderdale area of Florida. Mr. Cromer also received, for himself and three preferred travel companions (plus qualified dependents) unlimited confirmed travel on all Spirit flights, including 2 free bags per traveler. Mr. Cromer’s compensation in 2024 is discussed in the “Compensation Discussion and Analysis” section.

John Bendoraitis. On September 7, 2013, we entered into an offer letter with John Bendoraitis to join our Company as Senior Vice President and Chief Operating Officer. Under that letter agreement, Mr. Bendoraitis is entitled to receive an annual base salary from us initially set at $320,000 and a target bonus initially set at 70% of base salary with a maximum payout capped at 200% of target bonus. In addition, his employment letter agreement provided for a sign-on grant of 32,394 units of equity-based long-term incentive, under our 2011 Plan, which grant was comprised 50% of time-vested restricted stock units and 50% of PSUs, on the same terms as the 2013 grants for other senior officers. The letter agreement also provided for a signing cash bonus of $115,000, a relocation allowance for Mr. Bendoraitis and his family of up to $60,000 (subject to documentation of expenses actually incurred) and positive space travel on our airline for the executive and his immediate family. Mr. Bendoraitis was promoted from Senior Vice President and Chief Operating Officer to Executive Vice President and Chief Operating Officer, effective December 13, 2017. Mr. Bendoraitis’ compensation in 2024 is discussed in the “Compensation Discussion and Analysis” section.

Thomas C. Canfield. On September 10, 2007, we entered into an offer letter with Thomas C. Canfield, to join our Company as Senior Vice President, General Counsel and Secretary. Under the agreement, Mr. Canfield is entitled to receive an annual base salary from us initially set at $275,000, and a target bonus initially set at 50% of base salary with the maximum payout capped at 200% of target bonus. In addition, the agreement provided for a grant of 75,000 shares of restricted stock to Mr. Canfield in connection with his commencement of employment, in accordance with the terms of our 2005 Stock Plan. The letter agreement also provides for positive space travel on our airline for the executive and his immediate family. Mr. Canfield was promoted to Executive Vice President, General Counsel and Secretary, effective July 21, 2025. His compensation in 2025 is discussed in the “Compensation Discussion and Analysis” section.

Edward M. Christie III. The Company and Mr. Christie entered into a letter agreement, dated March 15, 2018 (the “Christie Letter Agreement”), setting forth the terms and conditions under which he would serve as President and Chief Financial Officer and, starting on January 1, 2019, as CEO and President. Mr. Christie also became a member of the Board, effective as of January 1, 2018. Under the Christie Letter Agreement, Mr. Christie received an annual base salary from us of $550,000 for 2018, which was increased to $700,000 for 2019 and a target bonus of 100% of base salary for 2018 and 125% of base salary for 2019 with a maximum payout for each year capped at 200% of target bonus. In addition, pursuant to the Christie Letter Agreement, Mr. Christie was granted a one-time off-cycle promotion equity-based incentive award of restricted stock unit with a grant date value of $2,500,000, vesting over four years subject to Mr. Christie’s continued service through each vesting date. Mr. Christie will also be eligible to receive annual long-term incentive equity awards while employed with the Company, with his 2018 grant having a target grant date value of $1,250,000 and his 2019 grant having a target grant date value of $1,750,000. Mr. Christie’s compensation in 2024 is discussed in the “Compensation Discussion and Analysis” section. Under the Christie Letter Agreement, Mr. Christie is eligible for participation in the 2017 Executive Severance Plan; provided, however, that in the event of a non-change in control termination without cause, Mr. Christie, shall be entitled to receive a cash severance amount equal to 150% of base salary rather than 100% of base salary and the other terms of the 2017 Executive Severance Plan shall continue to apply. In the event Mr. Christie ceases to be employed by the Company for any reason other than death or a termination by the Company for cause (as defined in the 2017 Executive Severance Plan), subject of his execution of a release of claims in favor of the Company and compliance with a certain non-competition restriction, the Company shall provide him (and his spouse and dependent children) a lifetime travel pass for the Company’s flights, enabling them to travel for free in any class of service that is available at the time of reservation. For details regarding the severance payments and benefits payable to Mr. Christie in connection with his departure from the Company in April 2025, see “Potential Payments Upon a Termination or Change in Control — Mr. Christie’s Separation Agreement” below.

Restrictive Covenants

The Davis Employment Agreement contains non-competition and non-solicitation provisions that cover the period during which Mr. Davis is employed by the Company and the period of Mr. Davis’s service on the Board (or, with respect to the non-solicitation, the longer of twelve months following the termination of his employment and during the period of Mr. Davis’s service on the Board), as well as perpetual confidentiality and mutual nondisparagement provisions. Mr. Cromer’s offer letter with the Company contains non-solicitation provisions that cover the period during which he is employed with the Company and twelve months following the termination of employment for any reason, along with a perpetual non-disparagement provision. If the NEO violates one of these covenants, the Company has the discretion under the equity incentive plan (including the award agreements thereunder) and its discretionary clawback policy to recover and/or otherwise require the forfeiture or disgorgement of any cash- or equity-based incentive compensation previously granted to such NEO (including gains on the sale of the stock, if any).

The Company’s 2025 Executive Severance Plan contains non-solicitation provisions that cover the longer of (i) the period ending on the first anniversary of the NEO’s termination of employment or (ii) the period over which the NEO is entitled to receive cash severance payments pursuant to the Company’s 2025 Executive Severance Plan, as well as a perpetual confidentiality and non-disparagement provision.

Equity Incentive Plan Awards

As described in the CD&A above, on April 16, 2025, the Board approved and adopted the 2025 Plan, which provides for the grant of equity-based incentive awards (including restricted stock units, performance stock units, performance shares, stock options and other equity or equity-based awards) to eligible employees, consultants or non-employee directors of the Company, including the NEOs. The 2025 Plan supersedes and replaces the Equity Incentive Plans.

Each grant of RSUs and PSUs, and each long-term performance-based cash award, to our NEOs is governed by our 2025 Plan and the applicable award agreement thereunder, which specify, among other things, the vesting provisions of such awards and any applicable performance conditions. For a more detailed discussion of the vesting provisions and performance conditions applicable to the long-term incentive awards granted to our NEOs, see “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Long-Term Incentives” and the “Grants of Plan-Based Awards in 2025” table above.

Outstanding Equity Awards at Fiscal Year-End 2025

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025. Upon emergence of the Company from bankruptcy proceedings on March 12, 2025, all of the outstanding equity awards held by our NEOs prior to such date were canceled.


Name	Vesting Commencement Date				Number of Shares or Units that Have Not Vested (#)		Market Value of Shares or Units that Have Not Vested ($) (1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($) (1)
David M. Davis		4/21/2025	(2	)		403,226		101,210		—		—
		4/21/2025	(2	)		403,226		101,210		—		—
		4/21/2025	(3	)		—		—		403,226		101,210
Frederick S. Cromer		4/1/2025	(2	)		74,850		18,787		—		—
		4/1/2025	(3	)		—		—		74,850		18,787
John Bendoraitis		4/1/2025	(2	)		74,850		18,787		—		—
		4/1/2025	(3	)		—		—		74,850		18,787
Thomas C. Canfield		4/1/2025	(2	)		74,850		18,787		—		—
		4/1/2025	(3	)		—		—		74,850		18,787
Arijit Rana Ghosh		4/1/2025	(2	)		37,425		9,394		—		—
		4/1/2025	(3	)		—		—		37,425		9,394
Edward M. Christie III						—		—
										—		—

(1)	The market value of shares or units that have not vested is calculated based on the closing price of our common stock as of December 31, 2025, which was $0.25.

(2)

The time-vested restricted stock units reported in these rows vest 33.33% on each of the three anniversary dates following the vesting commencement date, subject to continued employment through each such date, as disclosed more fully under the “Compensation Discussion and Analysis-Elements of Executive Compensation Program-Long-Term Incentives” section of this section.

(3)

These amounts reflect the target (100%) number of shares issuable with respect to PSUs granted to our NEOs, which are earned and vest in April 2028, subject to (i) the NEO’s continued employment through such date and (ii) the level of achievement of an equity valuation growth performance goal. The performance goal will be achieved between 0% and 100% based on the level of increase in the Company’s equity valuation, measured as of April 2028 (or, if earlier, the date of a change in control).

Stock Vested in 2025

Upon emergence of the Company from bankruptcy proceedings on March 12, 2025, all of the outstanding equity awards held by our NEOs prior to such date were canceled. Therefore no equity awards vested in 2025.

Pension Benefits

None of our NEOs participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.

Nonqualified Deferred Compensation

None of our NEOs participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us.

Potential Payments upon Termination or Change in Control

The information below describes and quantifies certain compensation and benefits that would have become payable to each of our NEOs if our NEO’s employment had terminated on December 31, 2025 as a result of each of the termination scenarios described below, taking into account the NEO’s compensation as of that date. In the case of Mr. Christie, the table below captures the amounts actually received in connection with his termination of employment on April 6, 2025. For a description of the actual severance payments and benefits provided to Mr. Christie in connection with his departure from the Company in April 2025, see “Mr. Christie’s Separation Agreement” below the following table. The market value of shares or units that would have vested as of December 31, 2025 is calculated based on the closing price of our common stock as of December 31, 2025, which was $0.25.


Name of Executive Officer	Termination Scenario	Severance ($) (1)		Value of Unvested Equity- Based and Long-term Cash-Based Awards ($) (2)		Value of Continued Health Care Coverage Premiums ($) (3)		Life Insurance Proceeds ($) (4)		Other ($) (5)		Total ($) (6)
David Davis	Resignation or Termination for Cause		—		—		—		—		—		—
	Termination without Cause		4,275,000		225,896		26,297		—		44,065		4,571,258
	Change in Control (No Termination)		—		—		—		—		—		—
	Qualifying Termination		6,412,500		303,629		39,445		—		44,065		6,799,639
	Death or Disability		—		225,896		—		500,000		—		725,896
Frederick S. Cromer	Resignation or Termination for Cause		—		—		—		—		—		—
	Termination without Cause		610,000		1,420,429		17,616		—		11,032		2,059,077
	Change in Control (No Termination)		—		—		—		—		—		—
	Qualifying Termination		2,745,000		3,787,575		17,616		—		11,032		6,561,223
	Death or Disability		—		1,420,429		—		500,000		—		1,920,429
John Bendoraitis	Resignation or Termination for Cause		—		—		—		—		—		—
	Termination without Cause		650,000		1,420,429		9,881		—		12,038		2,092,348
	Change in Control (No Termination)		—		—		—		—		—		—
	Qualifying Termination		2,925,000		3,787,575		9,881		—		12,038		6,734,494
	Death or Disability		—		1,420,429		—		500,000		—		1,920,429
Thomas C. Canfield	Resignation or Termination for Cause		—		—		—		—		—		—
	Termination without Cause		610,000		1,420,429		18,439		—		14,051		2,062,919
	Change in Control (No Termination)		—		—		—		—		—		—
	Qualifying Termination		2,745,000		3,787,575		18,439		—		14,051		6,565,065
	Death or Disability		—		1,420,429		—		500,000		—		1,920,429
Arijit R. Ghosh	Resignation or Termination for Cause		—		—		—		—		—		—
	Termination without Cause		500,000		710,214		20,199		—		14,051		1,244,464
	Change in Control (No Termination)		—		—		—		—		—		—
	Qualifying Termination		2,000,000		1,893,787		20,199		—		14,051		3,928,037
	Death or Disability		—		710,214		—		500,000		—		1,210,214
Edward M. Christie III	Qualifying Termination		4,590,144		—		25,473		—		56,947		4,672,564

(1)

The Bankruptcy Code limits payments relating to severance to insiders during the pendency of a bankruptcy proceeding. For purposes of this disclosure, we have reported the full amount of the severance that otherwise would have been received on December 31, 2025. The amounts in this column generally represent, for each NEO in the order presented, the aggregate value of the cash severance payments that each NEO is entitled to receive pursuant to:

the 2025 Executive Severance Plan (and, solely with respect to Mr. Davis, pursuant to the Davis Employment Agreement) upon termination of the NEO’s employment by the Company without cause (as defined in the 2025 Executive Severance Plan or the Davis Employment Agreement) (“Termination without Cause”). In such case, the amount shown for each NEO represents a cash severance amount equal to (i) for Messrs. Cromer, Bendoraitis, Canfield and Ghosh, the NEO’s base salary as in effect on the termination date payable in equal installments over a twelve-month period pursuant to the 2025 Executive Severance Plan, (ii) for Mr. Davis, 200% of his base salary payable in equal instalments over a twelve-month period pursuant to the terms of the Davis Employment Agreement; and

the 2025 Executive Severance Plan (and, solely with respect to Mr. Davis, pursuant to the Davis Employment Agreement) upon a termination of the NEO’s employment by the Company without “cause” or resignation by the NEO for “good reason” (as defined in the 2025 Executive Severance Plan or the Davis Employment Agreement), in either such case, occurring within eighteen months following a change in control (or, for Mr. Davis, twelve months) (each, a “Qualifying Termination”). In such case, the amount shown for each NEO represents the amount payable under the 2025 Executive Severance Plan in the event of such Qualifying Termination, and includes (1) a cash severance amount equal to the sum of two times the NEO’s annual base salary in effect on the termination date (or, for Mr. Davis only, three times), plus two times the NEO’s target incentive bonus for the year of termination date (or, for Mr. Davis only, three times), payable in equal installments over twenty-four months, and (2) the NEO’s incentive bonus for the year of termination, prorated from the beginning of the year to the date of termination based on actual incentive plan performance as of the date of termination (or, for Ms. Davis only, in a lump sum).

The receipt of the foregoing payments is conditioned upon the NEO’s execution and non-revocation of a release of claims and continued compliance with any applicable restrictive covenants.

(2)

In the event of a termination of employment without “cause” or upon the NEO’s death or disability (or, for Dave Davis only, resignation for “good reason”), (i) for Dave Davis, all unvested RSUs will vest as of the date of the termination of employment, and a prorated portion of the PSUs will vest as of the date of the termination of employment, based on actual performance and (ii) for all other NEOs, the next regularly scheduled installment of RSUs that would have otherwise vested but for such termination of service will automatically vest in full as of the date of such termination of service, and a prorated portion of the PSUs and performance cash awards will vest as of the date of the termination of employment, based on actual performance; provided that if such termination occurs prior to April 1, 2026, then such pro-rata portion of the performance cash awards will not include the second installment of the performance cash award or any “catch-up” payment.

In the event of a “Change in Control (No Termination)”, assuming such RSUs, PSUs and performance cash awards are assumed by the successor company in connection with a change in control, then the unvested RSUs, PSUs and performance cash awards granted to each NEO in 2025 would remain outstanding following the change in control and subject to vesting based on the NEO’s continued service through the otherwise applicable vesting dates (with performance determined based on actual performance with respect to PSUs and performance measured at 100% of target with respect to the performance cash awards). In the event of a Qualifying Termination following a change in control, 100% of the RSUs, PSUs and performance cash awards will vest as of the date of the termination of employment.

The amounts in this column represents, for each NEO, (x) in connection with a Termination without Cause and Death or Disability termination, the sum of (1) the next tranche of RSUs granted in 2025 that would vest upon such event (or, for Dave Davis only, the full amount of the RSUs), (2) the PSUs (measured at target) granted to each NEO in 2025 under our 2025 Plan that would vest, determined by multiplying the number of shares, which would vest pro rata according to the time elapsed from the grant date to the date of the event, by the closing price of our common stock on the date of such Qualifying Termination ($0.25 as of December 31, 2025) and (3) the performance cash awards (measured at target) granted in 2025 which would vest pro rata according to the time elapsed from the grant date to the date of the event and (y) in connection with a Qualifying Termination, the sum of the fully vested RSUs, PSUs and performance cash awards, with performance measured at target for PSUs and performance cash awards.

(3)

The amounts in this column represent continued coverage under COBRA for each NEO for a period of twelve months following the termination of an NEO’s employment by the Company without cause or a Qualifying Termination under the 2025 Executive Severance Plan. The value of such continued coverage is based on the incremental cost of the Company’s contribution as of December 31, 2025, to provide this coverage. Receipt of these benefits is contingent on the NEO timely and properly electing continuation coverage under COBRA, and the NEO’s execution and non-revocation of a release of claims and continued compliance with any applicable restrictive covenants.

(4)	Each NEO is eligible to receive life insurance proceeds of one-times base salary up to $500,000 upon death, which amounts have been included in the table. We pay the premiums for life insurance for all eligible employees providing coverage ranging between $25,000 and $500,000.

(5)

The amounts in this column represent the sum of the value of the benefits that the NEOs are entitled to receive pursuant to the 2025 Executive Severance Plan (and, solely with respect to Mr. Davis, pursuant to the Davis Employment Agreement) upon a termination of the NEO’s employment by the Company without cause or a Qualifying Termination, and include (i) (a) for Messrs. Cromer, Bendoraitis, Canfield and Ghosh (and their spouses and dependents), a free travel pass for the Company’s flights for a period of twelve months pursuant to the 2025 Executive Severance Plan and (b) for Mr. Davis, lifetime positive-space travel benefits for himself and his immediately family pursuant to the Davis Employment Agreement, (ii) outplacement services for each NEO pursuant to the 2025 Executive Severance Plan and (iii) use of a Company-owned mobile phone for a period of thirty days following the NEO’s termination of employment pursuant to the 2025 Executive Severance Plan solely to allow the NEO to transition to another device. The receipt of such foregoing benefits is conditioned upon the NEO’s execution and non-revocation of a release of claims, and continued compliance with any applicable restrictive covenants. The value of the twelve-month travel pass was calculated using an incremental cost approach, assuming that executives and eligible family members would each take ten round trip flights during the period, each with an incremental cost that includes the estimated cost of incremental fuel, insurance, security, station cleaning, facility rent and station baggage rent, but excludes fees and taxes paid by the NEO for the air transportation. For Mr. Davis, the present value of the lifetime travel pass was calculated using a discount rate of [7.00%] and mortality assumptions based on the United States Statistics Life Expectancy Tables. The value was calculated using an incremental cost approach, assuming that Mr. Davis and his eligible family members would each take ten round trip flights during each year, each with an incremental cost that includes the estimated cost of incremental fuel, insurance, security, station cleaning, facility rent and station baggage rent, but excludes fees and taxes paid by Mr. Davis for the air transportation. For each NEO, the value of the outplacement services reflect the maximum of $10,000 that may be incurred by the Company for such services in respect of each NEO, and the value of an NEO’s use of a Company-owned mobile phone is based on the incremental cost to the Company of providing each NEO with continued use of a mobile phone for a period of thirty days following the NEO’s termination of employment.

(6)

In addition to the amounts set forth herein, the clawback provisions of each Retention Award will no longer be applicable if the NEO’s employment terminates due to death or “disability”, by Spirit without “cause” or due to the NEO’s resignation for “good reason” (each as defined in the Retention Agreement), or within 60 days following a “change in control”.

Mr. Christie’s Separation Agreement

In connection with Mr. Christie’s departure from the Company on April 6, 2025, Mr. Christie and the Company entered into a Separation and Release Agreement (the “Christie Separation Agreement”), pursuant to which Mr. Christie received severance payments and benefits in accordance with the existing terms of the 2017 Executive Severance Plan and the Christie Letter Agreement. Mr. Christie’s termination of employment was a termination of employment without “cause” under the Christie Letter Agreement, and the Company’s emergence from the 2024 Bankruptcy was deemed a “change in control” for purposes of severance calculations. Such payments were provided in consideration for, and contingent upon, among other things, Mr. Christie’s agreement to a release of claims and continued compliance with applicable restrictive covenants.

Pursuant to the Christie Separation Agreement, Mr. Christie received: (i) cash severance in the amount of $4,275,000, which represented the sum of (A) 200% of his annual base salary as in effect on his termination date ($1,900,000) and (B) 200% of his target annual incentive bonus for 2025 ($2,375,000), with such amounts paid during the 24 month period following the termination date; (ii) a prorated portion of his annual cash bonus for 2025; (iii) health care continuation for a period of 12 months post-termination; (iv) reimbursement of legal fees in the amount of $10,000 and (v) a lifetime travel pass for Mr. Christie and his family. Mr. Christie did not hold any equity awards as of the date of his termination of employment; thus the value reflected herein is $0.

2025 Non-Employee Director Compensation Program

For 2025, we maintained a Non-Employee Director Compensation Policy, which is designed to ensure alignment with long-term stockholder interests. The policy is also designed to (i) ensure that the Company can attract and retain outstanding director candidates, (ii) recognize the substantial time commitment necessary to oversee the affairs of the Company and (iii) support the independence of thought and action expected of directors.

The aggregate value of the cash compensation paid and the equity awards granted to any non-employee director during any calendar year may not exceed $400,000 (or $500,000 in the case of the Chairman of the Board, with the value of any such equity awards based on the grant date fair value). Under limited and extraordinary circumstances, the Compensation Committee can make exceptions to the foregoing annual limit, provided that the non-employee director receiving the additional compensation may not participate in the decision to award such compensation. The Compensation Committee’s discretion to waive the annual limit has not been exercised to date.

On April 25, 2025, the Board adopted a new, post-emergence non-employee director compensation policy, pursuant to which non-employee directors will be eligible to receive (i) an annual cash retainer, payable quarterly in advance, in the amount of $100,000 and (ii) an annual equity award with a grant date value of $140,000 granted in the form of restricted stock units, which will generally vest 100% on the one-year anniversary of the grant date. In addition to the annual cash retainers set forth above, the non-employee directors will also be eligible to receive additional cash retainers based on their Board and/or committee service as follows:

Chair of the Board: $100,000

Vice Chair of the Board: $75,000

Audit Committee Chair: $25,000

Audit Committee Member: $15,000

Compensation Committee Chair: $20,000

Compensation Committee Member: $10,000

Nominations & Governance Chair: $20,000

Nominations & Governance Member: $10,000

Strategy & Finance Committee Chair: $20,000

Strategy & Finance Committee Member: $10,000

Furthermore, consistent with prevailing practice in the airline industry, our incumbent non-employee directors and their immediate family members are afforded free positive-space personal air travel benefits on our airline, up to a maximum value of $10,000 per year. Our retired non-employee directors who had served on the Board for a period of at least five years ended on or after June 1, 2015, are eligible for lifetime post-retirement positive-space air travel on our airline for the former non-employee director and, until the death of the former non-employee director, for their spouse or designated travel companion and dependent children, up to a maximum value of $5,000 per year. Our non-employee directors are not eligible for retirement benefits or other perquisites provided by the Company, such as life or medical insurance.

Under the Company’s stock ownership guidelines, non-employee directors are required to meet a share ownership level with a minimum value equal to 5.0 times the base annual cash retainer payable to non-employee directors (one-third of which must be owned outright in the form of shares of our common stock). Non-employee directors are expected to meet their ownership levels within five years of becoming subject to the guidelines. Due to the recent decline of our stock price, none of our non-employee directors who have served at least five years are currently in compliance with these guidelines. In August 2024, on the recommendation of the advisors, the Compensation Committee approved providing participants an additional five years to get back into compliance.

In connection with the appointment of each of Robert A. Milton and David N. Siegel to the Board of Directors of the Company (the “Board”) on March 12, 2025, a steering committee of the ad hoc group of lenders representing, on a post-emergence basis, a majority of the outstanding equity of the Company (the “Equityholder Steering Committee”), designed and negotiated a one-time equity incentive grant to each of Messrs. Milton and Siegel to induce them to join and lead the Board as Chair and Vice-Chair of the Board, respectively, following the effective date of emergence from the 2024 Bankruptcy (the “Inducement Award”). The Inducement Award was designed and approved by the Equityholder Steering Committee following consultation with its advisors. Each Inducement Award, which was granted on April 25, 2025, represents the right to receive up to a total of 554,436 shares of the Company, and was granted 40% in the form of RSUs and 60% in the form of PSUs.

The RSUs will vest in full on the earlier to occur (A) the three-year anniversary of March 12, 2025 and (B) a change in control (as defined in the 2025 Plan) (the earlier of such dates, the “End Date”), subject generally to (i) each of Messrs. Milton and Siegel’s continued service through the End Date and (ii) achieving a minimum share price condition. The PSUs will be earned and vest in full on the End Date, subject generally to (i) each of Messrs. Milton and Siegel’s continued service through the End Date and (ii) the level of achievement of a specified share price performance goal, generally measured on the End Date.

With respect to the RSUs, in the event Messrs. Milton’s or Siegel’s service is terminated by the Company without “cause” or due to death or disability, a prorated portion of the unvested RSUs shall be eligible to vest, subject to the achievement of the minimum share price condition. With respect to the PSUs, (i) in the event Messrs. Milton’s or Siegel’s service is terminated due to death or disability, a prorated portion of the unvested PSUs shall be eligible to vest based on achievement of the share price performance goal measured as of the termination date, and (ii) in the event Messrs. Milton’s or Siegel’s service is terminated by the Company without “cause”, all unvested PSUs shall remain outstanding for six months following the date of such termination of service (the “PSU Tail Period”) and shall be eligible to be earned and vest based upon achievement of the share price performance goal, if and to the extent, a change in control occurs during such PSU Tail Period. The foregoing treatment upon a termination of service is subject to each of Messrs. Milton’s and Siegel’s (A) continued compliance with the restrictive covenant obligations and (B) the timely execution and non-revocation of a general release of claims.

The following table sets forth information concerning the compensation earned by or paid to our non-employee directors during the year ended December 31, 2025.


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Robert Milton (1)		115,500		4,658,648		4,774,148
Timothy Bernlohr		124,000		139,996		263,996
Eugene Davis		124,000		139,996		263,996
Andrea Fischer Newman		120,417		139,996		260,413
David N. Siegel		156,000		4,658,648		4,814,648
Radha Tilton		116,000		139,996		255,996
Barclay Jones III		54,375		—		54,375
Myrna Soto		50,625		—		50,625
H. McIntyre Gardner		61,250		—		61,250
Robert D. Johnson		55,625		—		55,625
Christine Richards		52,125		—		52,125
Mark Dunkerley		52,750		—		52,750
Richard F. Wallman		50,000		—		50,000

(1)

In 2025, general and supplemental annual cash retainers were paid to our non-employee directors per the terms of our Non-Employee Director Compensation Policy. Robert Milton elected to waive his director fees to which he would have otherwise been entitled while the Company is in the 2025 Bankruptcy Proceeding; the amount set forth here represents the amount actually received by Mr. Milton in 2025.

(2)

On July 22, 2025, each of our non-employee directors received a grant of 29,535 restricted stock units, with 100% of such grants vesting on July 22, 2026. In addition, on April 25, 2025, Messrs. Milton and Siegel received grants of RSUs and PSUs in respect of the Inducement Awards. The table set forth below provides the number of RSUs and PSUs held by our non-employee directors as of December 31, 2025:


Name	Restricted stock units		Performance stock units
Robert Milton		251,309		332,662
Timothy Bernlohr		29,535		—
Eugene Davis		29,535		—
Andrea Fischer Newman		29,535		—
David N. Siegel		251,309		332,662
Radha Tilton		29,535		—

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are hereby disclosing the ratio of the median of the annual total compensation of all employees to the annual total compensation of our CEO.

We determined the pay ratio under the requirements of Item 402(u) of Regulation S-K. Mr. Davis was our principal executive officer from April 21, 2025 through December 31, 2025, and his annual total compensation is disclosed, in detail, in the “Summary Compensation Table”. For purposes of this CEO Pay Ratio, the “Total” column in the 2025 Summary Compensation Table was annualized to give a more accurate representation on the Chief Executive Officer’s total annual compensation.

We identified the median employee by examining the 2025 total compensation for all individuals, excluding our CEOs, who were employed by us on December 31, 2025, the last day of our payroll year. For the identified median employee, we did not make any assumptions, adjustments, or estimates to calculate the pay ratio, and only employees who were employed by us as of December 31, 2025 were included. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our NEOs as outlined in the “Summary Compensation Table” in this Proxy Statement. The SEC rules allow for varying methodologies for companies to identify their median employee. Other companies may have different employment and compensation practices and may utilize different methodologies, estimates and assumptions in calculating their own pay ratios. Therefore, the pay ratios reported by other companies are unlikely to be relevant for purposes of comparison to our pay ratio.

The median of the annual total compensation of all employees in 2025, excluding our CEO, was $50,381. The annualized total compensation of Mr. Davis in 2025 was $22,155,406. Accordingly, for 2025, the ratio of annual total compensation of our principal executive officer to the annual total compensation of our median employee was 440:1.

Pay versus Performance

The following table sets forth information concerning the compensation of our PEO and other NEOs for

each

of the fiscal years ending December 31, 2021, 2022, 2023, 2024 and 2025 and certain measures of our financial performance for each such fiscal year.


(A)	(B)		(C)		(B)		(C)		(D)		(E)		(F)		(G)		(H)			(I)
													Value of Initial Fixed $100 Investment Based on: (5)
Year	Summary Compensation Table Total for Mr. Davis as PEO (1) (2)		Compensation Actually Paid to PEO Davis		Summary Compensation Table Total for Mr. Christie as PEO (1) (2)		Compensation Actually Paid to PEO (3)		Average Summary Compensation Table Total for Non-PEO NEOs (2)		Average Compensation Actually Paid to Non-PEO NEOs (3)		Total Shareholder Return		Peer Group Total Shareholder Return (4)		Net Income (Loss) (6) (in thousands)			Adjusted CASM ex-fuel (7)
2025	$	22,155,406	$	8,031,205	$	1,657,493	$	1,391,169	$	2,353,158	$	1,870,894	$	1.03	$	84.59	$	(2,760,453	)	$	0.0924
2024	$	—	$	—	$	8,169,764	$	4,070,833	$	1,839,501	$	746,231	$	1.52	$	80.73	$	(1,229,495	)	$	0.0797
2023	$	—	$	—	$	6,601,404	$	6,020,729	$	2,939,369	$	2,707,786	$	72.05	$	81.54	$	(447,464	)	$	0.0706
2022	$	—	$	—	$	3,358,855	$	2,638,268	$	1,667,353	$	1,317,722	$	79.67	$	63.58	$	(544,150	)	$	0.0673
2021	$	—	$	—	$	3,871,281	$	3,113,927	$	1,671,535	$	1,368,937	$	89.37	$	98.26	$	(472,569	)	$	0.0674

(1)	Edward M. Christie III served as the principal executive officer (“PEO”) of the Company during 2021, 2022, 2023, 2024 and through April 6, 2025. David M. Davis served as PEO beginning on April 21, 2025.

(2)

The dollar amounts reported as total compensation for the Company’s PEO for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table (“SCT”) for the PEO, and the dollar amounts reported for the Company’s other NEOs as a group for each corresponding year are the average of the amounts reported in the “Total” column of the SCT for such

non-PEO

NEOs. Refer to “Compensation Discussion and Analysis–Compensation Tables–Summary Compensation Table” of this Amendment No. 1 to our 2025 Form

10-K

and the Company’s proxy statements for fiscal years 2024, 2023, 2022 and 2021 for additional information. The individuals comprising the

non-PEO

NEOs in each applicable year are as follows: (i) for 2025, Frederick S. Cromer, John Bendoraitis, Thomas C. Canfield and Arijit R. Ghosh; (ii) for 2024, Frederick S. Cromer, John Bendoraitis, Matthew H. Klein, Thomas C. Canfield, Brian J. McMenamy and Scott M. Haralson; (iii) for 2023, Scott M. Haralson, John Bendoraitis, Matthew H. Klein, and Rocky B. Wiggins; (iv) for 2022, Scott M. Haralson, John Bendoraitis, Matthew H. Klein, and Melinda C. Grindle; and (v) for 2021, Scott M. Haralson, John Bendoraitis, Matthew H. Klein, and Thomas C. Canfield.

(3)

The dollar amounts reported as “compensation actually paid” (“CAP”) to the Company’s PEO, and the dollar amounts reported as average CAP to the

non-PEO

NEOs as a group, were computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEO and NEOs during the applicable fiscal year. The valuation methodologies and assumptions used when calculating the equity values included in CAP are not materially different than those used when calculating the amounts included in the SCT. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to the SCT for the PEO and Average SCT Total for the

non-PEO

NEOs for each applicable year to determine the CAP for our PEO and

non-PEO

NEOs for each such year:

Table of Contents

Adjustments to PEO SCT Total

and

Non-PEO

NEO Average SCT Total


Year	PEO or NEOs	Reported Summary Compensation Table Total		Less Reported Value of Equity Awards (a)			Plus Fair Value at Fiscal Year- End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		Plus/(Minus) Change in Fair Value as of Fiscal Year- End from Prior Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Covered Fiscal Year		Plus/(Minus) Change in Fair Value as of vesting Date from Prior Fiscal Year- End of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		Less Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year			Plus Value of Dividends or other Earnings or Paid on Stock or Option Awards Not Otherwise Reflected in Total Compensation			Equals Compensation Actually Paid
2025	PEO: Christie	$	1,657,493	$	0		$	0	$	0	$	6,590	$	0	$	(272,914	)	$	(266,324	)	$	1,391,169
2025	PEO: Davis	$	22,155,406	$	(14,326,620	)	$	202,419	$	0	$	0	$	0	$	0		$	202,419		$	8,031,205
2025	NEOs	$	2,353,158	$	(443,393	)	$	16,439	$	0	$	1,775	$	0	$	(57,086	)	$	(38,872	)	$	1,870,894

(a)

For the PEO, the grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. For the NEOs, the grant date fair value of equity awards represents the average of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(4)

The selected TSR peer group is the NYSE Arca Airline Index (^XAL), which is an independently prepared index that includes companies in the airline industry, and which we used in the stock performance graph required by Item 201(e)(1)(ii) of Regulation

S-K

included in the Company’s audited consolidated financial statements included in our Annual Report on Form

10-K

for fiscal year 2025.

(5)	The comparison of total shareholder returns assumes that $100 was invested on December 31, 2021, through the end of the covered fiscal year, in the Company and the NYSE Arca Airline Index (^XAL).

(6)	The dollar amounts reported in this column represent the amount of net income (loss) reflected in the C om pany’s audited consolidated financial statements included in our Annual Report on Form 10-K for the applicable year.

(7)

Pursuant to Item 402(v) of Regulation

S-K,

“Adjusted CASM

ex-fuel”

was determined to represent the most important financial measure linking compensation actually paid to our PEO and other NEOs in fiscal year 2025 to Company performance, and was therefore selected as the 2025 “Company-Selected Measure” (as defined in Item 402(v)). “Adjusted CASM

ex-fuel

”

is a common metric used in the airline industry to measure an airline’s cost structure and efficiency, and is defined as operating costs, excluding aircraft fuel expense and special items, per available seat mile.

Relationship between Pay and

Performance

Below are graphs showing the relationship of “compensation actually paid” to our NEOs each of fiscal year in 2021, 2022, 2023, 2024 and 2025 to (1) TSR of both the Company and the Company’s peer group, (2) the Company’s net income and (3) CASM

ex-fuel.

CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation Committee assessed the Company’s performance and our NEOs’ pay each year, see “Compensation Discussion and Analysis” in this Amendment No. 1 to our 2025 Form

10-K

and in the proxy statements for 2024, 2023, 2022 and 2021.

Table of Contents

Relationship Between CAP and TSR

The below chart reflects the relationship between the “compensation actually paid” to the PEO and the average of the “compensation actually paid” to the

non-PEO

NEOs, Spirit’s cumulative TSR and the cumulative TSR of our selected peer group—NYSE ARCA Airline Industry Index:

Relationship between CAP and Net Income

The below chart reflects the relationship between the “compensation actually paid” to the PEO and the average of the “compensation actually paid” to the

non-PEO

NEOs and Spirit’s net income (loss):

Table of Contents

Relationship between CAP and the Company-

Selected

Measure (CASM)

The below chart reflects t

e relationship between the “compensation actually paid” to the PEO and the average of the “compensation actually paid” to the

non-PEO

NEOs and Spirit’s CASM

ex-fuel

for the applicable fiscal year:

The following performance measures represent the Company’s most important performance measures used by the Company in 225 to link compensation actually paid to our NEOs to Company performance, as further described and defined in the Compensation Discussion and Analysis.

Most Important Performance Measures for 2025²

Adjusted CASM ex-Fuel

T:0

D:0/A:0 NPS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth information, as of April 15, 2026, regarding the amount and percentage of our outstanding shares of common stock beneficially owned by (i) each person known by us to own beneficially more than 5% of our outstanding common stock based on information on file with the Company, (ii) each of our named executive officers and directors, and (iii) all of our executive officers and directors as a group. Unless otherwise indicated, each of the persons below has sole voting and investment power with respect to the shares beneficially owned by such person. The percent of beneficial ownership is based on 28,337,733 shares of common stock outstanding as of April 15, 2026.


	Number of Shares Beneficially Owned		Percent
Name and Address of Beneficial Owner
5% Stockholders:
Investors for which Pacific Investment Management Company LLC serves as investment manager, adviser or sub-adviser (1)		2,690,808	9.5
Certain funds and accounts managed by Arena Capital Advisors, LLC (2)		2,575,185	9.1
Certain funds and accounts managed by AllianceBernstein L.P. (3)		2,382,333	8.4
Certain funds for which Cyrus Capital Partners, L.P. serves as investment manager (4)		2,147,586	7.6
Funds, investment vehicles or accounts managed or advised, directly or indirectly, by Ares Management LLC (5)		1,986,675	7.0
M&G Plc on behalf of certain subsidiaries (6)		1,835,681	6.5
Citadel Multi-Asset Master Fund Ltd. and Citadel Securities LLC (7)		1,624,877	5.7
Named Executive Officers and Directors:
David Davis (8)		—	—
Fred Cromer (8)		24,950	—
John Bendoraitis (8)		24,950	—
Thomas C. Canfield (8)		24,950	—
Rana Ghosh (8)		12,475	—
Griselle Molina		—	—
Robert A. Milton		—	—
David N. Siegel		—	—
Timothy Bernlohr		—	—
Eugene I. Davis		—	—
Andrea Fischer Newman		—	—
Radha Tilton		—	—
All 12 Directors and Executive Officers as a Group		—	—

(1)

Securities held by investment advisory clients or discretionary accounts of which Pacific Investment Management Company LLC (“PIMCO”) is the investment adviser. Based on (i) 1,393,184 shares of common stock and (ii) subject to the 9.9% Limitation (as defined below), 2,517,517 shares of common stock underlying certain warrants. The applicable warrants are subject to terms that limit exercise, if, after such exercise, the holder and its affiliates and any member of a Section 13(d) group with such holder and its affiliates would beneficially own more than 9.9% of the number of shares of common stock outstanding immediately after exercise (the “9.9% Limitation”). As a result of the limitation in the previous sentence, only 1,297,624 shares of common stock that such stockholders may acquire upon exercise of such warrants are considered beneficially owned by PIMCO. The address of PIMCO is 650 Newport Center Drive, Newport Beach, California 92660. Information is based solely on the information provided in the Schedule 13G filed on August 12, 2025.

(2)

Entities are managed by Arena Capital Advisors, LLC (“Arena”), who either has voting power with respect to the shares of common stock owned by these entities, or acts as its general partner and investment manager, who has voting power with respect to the shares of common stock owned by these entities. The address of Arena is 12121 Wilshire Blvd. Ste 1010, Los Angeles, CA 90025. Information is based solely on the information provided in the Schedule 13G filed on August 6, 2025.

(3)

Includes 2,382,333 shares acquired solely for investment purposes on behalf of client discretionary investment advisory accounts. AllianceBernstein L.P. is a majority owned subsidiary of Equitable Holdings, Inc. (“EQH”). AllianceBernstein operates under independent management and makes independent decisions from EQH and its respective subsidiaries, and EQH calculates and reports beneficial ownership separately from AllianceBernstein pursuant to guidance provided by the Securities and Exchange Commission in Release Number 34-39538 (January 12, 1998). The address of AllianceBernstein L.P. is 501 Commerce Street, Nashville, Tennessee 37203. Information is based solely on the information provided in the Schedule 13G filed on November 13, 2025.

(4)

The shares are beneficially owned by (1) Cyrus Capital Partners, L.P., a Delaware limited partnership (“CCP”), and the advisor to certain funds and accounts (collectively, the “Cyrus Funds”) who holds all discretion over the investment activities of the Cyrus Funds, (ii) Cyrus Capital Partners GP, L.L.C. (“CCP GP”), a Delaware limited liability company and the general partner of CCP, and (iii) Stephen C. Freidheim, a United States citizen and the principal of CCP GP, the general partner of CCP, and the investment manager to the Cyrus Funds. The address of each of the foregoing is 65 East 55th Street, 35th Floor, New York, New York, 10022. Information is based solely on the information provided in the Schedule 13G filed on August 14, 2025.

(5)

Includes: (i) 396,485 shares of common stock and 47,771 shares of common stock underlying warrants held of record by Ares Global Multi-Asset Credit Master Fund, L.P.; (ii) 4,368 shares of common stock and 54,595 shares of common stock underlying warrants held of record by Ares Multi-Asset Credit Strategies Fund LP; (iii) 59,479 shares of common stock and 7,166 shares of common stock underlying warrants held of record by Ares Multi-Credit Fund (IL), LP; (iv) 125,239 shares of common stock and 15,090 shares of common stock underlying warrants held by accounts managed or advised by Ares Capital Management III LLC; (v) 144,391 shares of common stock and 17,397 shares of common stock underlying warrants held by an account managed by Ares High Yield Strategies Fund IV Management, L.P.; (vi) 237,912 shares of common stock and 28,665 shares of common stock underlying warrants held by an account managed by Ares Private Account Management I, L.P.; (vii) 25,711 shares of common stock and 321,382 shares of common stock underlying warrants held by accounts managed by Ares Enhanced Loan Investment Strategy Advisor IV, L.P.; (viii) 371,316 shares of common stock and 114,647 shares of common stock underlying warrants held by accounts managed or advised by Ares Capital Management II LLC, and (ix) 13,442 shares of common stock and 1,619 shares of common stock underlying warrants held by an account managed by Ares Management LLC. The address for each of the entities and individuals named in this footnote is 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067. Information is based solely on the information provided in the Schedule 13G filed on August 13, 2025.

(6)

M&G Plc is the ultimate parent, through wholly-owned intermediate holding companies, of M&G Investment Management Limited and M&G Luxembourg S.A. The address of M&G Plc is 10 Fenchurch Avenue, London, EC3M 5AG. Information is based solely on the information provided in the Schedule 13G filed on August 7, 2025.

(7)

Includes: (i) 1,624,818 shares of common stock owned by Citadel Multi-Asset Master Fund Ltd. (“CMAM”) and (ii) 59 shares of common stock owned by Citadel Securities LLC (“Citadel Securities”). Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager for CMAM. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is the general partner of CAH. Citadel Securities Group LP (“CALC4”) is the non-member manager of Citadel Securities. Citadel Securities GP LLC (“CSGP”) is the general partner of CALC4. Kenneth Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address for each of CSGP, Citadel Securities and CALC4 is 830 Brickell Plaza, Miami, Florida 33131. The address of the other foregoing entities and person is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131. Information is based solely on the information provided in the Schedule 13G filed on May 6, 2025.

(8)	Securities exercisable or convertible within 60 days are as follows: Mr. David Davis, 268,816 RSUs; Mr. Cromer, 24,950 RSUs; Mr. Bendoraitis, 24,950 RSUs; Mr. Canfield, 24,950 RSUs; and Mr. Ghosh, 12,475 RSUs.

Equity Compensation Plan Information

The table below provides information relating to our equity compensation plans under which our common stock is authorized for issuance as of December 31, 2025:

Plan Category(1)

Number of
Securities to
be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and
Rights (2)

Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in first column)

Equity Compensation Plans Approved by Security Holders

N/A

Equity Compensation Plans Not Approved by Security Holders(1)

3,057,134

N/A

975,124

(1)

In connection with the Company’s emergence from the 2024 Bankruptcy, all of the Company’s existing equity compensation plans were terminated and all outstanding equity incentive awards issued pursuant to such plans were canceled. The 2025 Plan was approved by the U.S. Bankruptcy Court in connection with the Company’s emergence from the 2024 Bankruptcy.

(2)	Includes shares subject to RSUs and PSUs granted under our 2025 Plan and the applicable award agreements. With respect to PSUs, this amount assumes maximum settlement payout achievement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The Board monitors and reviews any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which the Company is to be a participant, the amount involved exceeds $120,000 and a related party had or will have a direct or indirect material interest, including purchases of goods or services by or from the related party or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness and employment by us of such related party. Furthermore, the Company’s directors and executive officers complete an annual questionnaire that requires them to identify and describe any transactions that they or their respective related parties may have with the Company.

Other than the compensation arrangements with our directors and executive officers described elsewhere in this Amendment, set forth below is the description of the indemnification agreements we have entered into with our directors and executive officers.

Indemnification

We enter into indemnification agreements with each of our current directors and executive officers. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of the Company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. Under the indemnification agreements, indemnification will only be provided in situations where the indemnified parties acted in good faith and in a manner they reasonably believed to be in or not opposed to our best interest, and, with respect to any criminal action or proceeding, to situations where they had no reasonable cause to believe the conduct was unlawful. In the case of an action or proceeding by or in the right of the Company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification.

Registration Rights Agreement

On the Effective Date, the Company entered into the Registration Rights Agreement with the initial holders of our Common Stock. See “Description of Capital Stock—Registration Rights Agreements” for further information on the Registration Rights Agreement. On March 5, 2026, the Company entered into a consent and waiver to the Registration Rights Agreement pursuant to which the initial holders of our Common Stock agreed to waive certain registration rights under the Registration Rights Agreement.

Independence of the Board of Directors

While the Company was delisted from NYSE American in September 2025 and is therefore no longer required to comply with the director independence standards of NYSE American, solely for purposes of the disclosures in this Amendment, the Company has applied the independence standards of NYSE American in accordance with Regulation S-K, Item 407(a)(1)(ii).

After review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that Tim Bernlohr, Eugene I. Davis, Andrea Fischer Newman and Radha Tilton are independent directors, in each case within the meaning of the applicable NYSE American listing standards.

There are no family relationships among any of our directors or executive officers.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

The following table provides information regarding the fees incurred by Ernst & Young LLP during the years ended December 31, 2025 and 2024. All fees described below were approved by the Audit Committee.


	(in the thousands)
	Year Ended December 31,
	2025		2024
Audit Fees	$	6,694	$	3,183
Audit-Related Fees		—		—
Tax Fees		975		693
All Other Fees		—		5

Total Fees	$	7,669	$	3,881

Audit Fees

Audit fees represent fees billed for professional services rendered for the audit of our annual financial statements, including reviews of our quarterly financial statements, as well as audit services provided in connection with certain other regulatory filings including our 2025 and 2024 filings of reports on Form 8-K, consents, and comfort letters.

Audit-Related Fees

There were no audit-related fees of Ernst & Young LLP during 2025 and 2024.

Tax Fees

Tax fees represent fees billed for professional services rendered for the review and advice on U.S. and foreign tax matters.

All Other Fees

All other fees represent an annual license fee for access to Ernst & Young LLP’s web-based accounting research tool during 2024.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and non-audit services provided by its independent registered public accounting firm. This policy is set forth in the charter of the Audit Committee and is available on the Company’s website at http://ir.spirit.com.

The Audit Committee approved all audit and other services provided by Ernst & Young LLP for 2025 and 2024 and the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, were periodically reviewed and approved by the Audit Committee.

The Audit Committee periodically considers whether the non-audit services rendered by Ernst & Young LLP are compatible with maintaining Ernst & Young LLP’s independence.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3. Exhibits:

The exhibits filed as part of this Amendment are listed on the Exhibit Index included immediately preceding the signature page.3


Exhibit No.		Description of Exhibit

2.1		Order Confirming the First Amended Joint Chapter 11 Plan of Reorganization of Spirit Airlines, Inc. and its Debtor Affiliates (incorporated by reference to Exhibit 2.1 to Former Spirit’s Current Report on Form 8-K filed with the SEC on February 21, 2025), is hereby incorporated by reference.

2.2		Confirmation Order, dated February 20, 2025, filed as Exhibit 2.1 to the Company’s Form 8-K dated February 20, 2025, is hereby incorporated by reference.

3.1		Amended and Restated Certificate of Incorporation of Spirit Aviation Holdings, Inc., dated as of March 12, 2025, filed as Exhibit 3.1 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

3.2		Amended and Restated Bylaws of Spirit Aviation Holdings, Inc., dated as of March 12, 2025, filed as Exhibit 3.2 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

4.1		Specimen Common Stock Certificate, filed as Exhibit 4.1 to the Company’s Form S-1 Registration Statement dated July 16, 2025 (No. 333-288706), is hereby incorporated by reference.

4.2		Pass Through Trust Agreement, dated as of August 11, 2015, between Spirit Airlines, Inc. and Wilmington Trust, National Association, filed as Exhibit 4.1 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.3		Trust Supplement No. 2015-1A, dated as of August 11, 2015, between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Trustee, to the Pass Through Trust Agreement, dated as of August 11, 2015, filed as Exhibit 4.2 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.4		Trust Supplement No. 2015-1B, dated as of August 11, 2015, between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Trustee, to the Pass Through Trust Agreement, dated as of August 11, 2015, filed as Exhibit 4.3 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.5		Revolving Credit Agreement (2015-1A), dated as of August 11, 2015, between Wilmington Trust, National Association, as Subordination Agent (as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2015-1A), as Borrower, and Natixis, acting via its New York Branch, as Liquidity Provider, filed as Exhibit 4.4 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.6		Revolving Credit Agreement (2015-1B), dated as of August 11, 2015, between Wilmington Trust, National Association, as Subordination Agent (as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2015-1B), as Borrower, and Natixis, acting via its New York Branch, as Liquidity Provider, filed as Exhibit 4.5 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.7		Intercreditor Agreement (2015-1), dated as of August 11, 2015, among Wilmington Trust, National Association, as Trustee of the Spirit Airlines Pass Through Trust 2015-1A and as Trustee of the Spirit Airlines Pass Through Trust 2015-1B, Natixis, acting via its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust, National Association, as Subordination Agent, filed as Exhibit 4.6 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.8		Deposit Agreement (Class A), dated as of August 11, 2015, between Wilmington Trust Company, as Escrow Agent, and Natixis, acting via its New York Branch, as Depositary, filed as Exhibit 4.7 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

4.9		Deposit Agreement (Class B), dated as of August 11, 2015, between Wilmington Trust Company, as Escrow Agent, and Natixis, acting via its New York Branch, as Depositary, filed as Exhibit 4.8 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.10		Escrow and Paying Agent Agreement (Class A), dated as of August 11, 2015, among Wilmington Trust Company, as Escrow Agent, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC, as Underwriters, Wilmington Trust, National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Spirit Airlines Pass Through Trust 2015-1A, and Wilmington Trust, National Association, as Paying Agent, filed as Exhibit 4.9 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.11		Escrow and Paying Agent Agreement (Class B), dated as of August 11, 2015, among Wilmington Trust Company, as Escrow Agent, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC, as Underwriters, Wilmington Trust, National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Spirit Airlines Pass Through Trust 2015-1B, and Wilmington Trust, National Association, as Paying Agent, filed as Exhibit 4.10 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.12		Note Purchase Agreement, dated as of August 11, 2015, among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust Company, as Escrow Agent, and Wilmington Trust National Association, as Paying Agent, filed as Exhibit 4.11 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.13		Form of Participation Agreement (Participation Agreement among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust, National Association, as Loan Trustee, and Wilmington Trust, National Association, in its individual capacity as set forth therein) (Exhibit B to Note Purchase Agreement), filed as Exhibit 4.12 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.14		Form of Indenture and Security Agreement (Indenture and Security Agreement between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Loan Trustee) (Exhibit C to Note Purchase Agreement), filed as Exhibit 4.13 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.15		Form of Pass Through Trust Certificate, Series 2015-1A (included in Exhibit A to Exhibit 4.2), filed as Exhibit 4.14 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.16		Form of Pass Through Trust Certificate, Series 2015-1B (included in Exhibit A to Exhibit 4.3), filed as Exhibit 4.15 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.17		Form of Series 2015-1 Equipment Notes (included in Section 2.01 of Exhibit 4.13), filed as Exhibit 4.16 to the Company’s Form 8-K dated August 11, 2015, is hereby incorporated by reference.

4.18		Trust Supplement No. 2017-1AA, dated as of November 28, 2017, between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Trustee, to the Pass Through Trust Agreement, dated as of August 11, 2015, filed as Exhibit 4.2 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.19		Trust Supplement No. 2017-1A, dated as of November 28, 2017, between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Trustee, to the Pass Through Trust Agreement, dated as of August 11, 2015, filed as Exhibit 4.3 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.20		Trust Supplement No. 2017-1B, dated as of November 28, 2017, between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Trustee, to the Pass Through Trust Agreement, dated as of August 11, 2015, filed as Exhibit 4.4 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.21		Revolving Credit Agreement (2017-1AA), dated as of November 28, 2017, between Wilmington Trust, National Association, as Subordination Agent (as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2017-1AA), as Borrower, and Commonwealth Bank of Australia, New York Branch, as Liquidity Provider, filed as Exhibit 4.5 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

4.22		Revolving Credit Agreement (2017-1A), dated as of November 28, 2017, between Wilmington Trust, National Association, as Subordination Agent (as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2017-1A), as Borrower, and Commonwealth Bank of Australia, New York Branch, as Liquidity Provider, filed as Exhibit 4.6 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.23		Revolving Credit Agreement (2017-1B), dated as of November 28, 2017, between Wilmington Trust, National Association, as Subordination Agent (as agent and trustee for the trustee of Spirit Airlines Pass Through Trust 2017-1B), as Borrower, and Commonwealth Bank of Australia, New York Branch, as Liquidity Provider, filed as Exhibit 4.7 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.24		Intercreditor Agreement (2017-1), dated as of November 28, 2017, among Wilmington Trust, National Association, as Trustee of the Spirit Airlines Pass Through Trust 2017-1AA, as Trustee of the Spirit Airlines Pass Through Trust 2017-1A and as Trustee of the Spirit Airlines Pass Through Trust 2017-1B, Commonwealth Bank of Australia, New York Branch, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust, National Association, as Subordination Agent, filed as Exhibit 4.8 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.25		Deposit Agreement (Class AA), dated as of November 28, 2017, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary, filed as Exhibit 4.9 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.26		Deposit Agreement (Class A), dated as of November 28, 2017, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary, filed as Exhibit 4.10 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.27		Deposit Agreement (Class B), dated as of November 28, 2017, between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary, filed as Exhibit 4.11 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.28		Escrow and Paying Agent Agreement (Class AA), dated as of November 28, 2017, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Barclays Capital Inc., as Underwriters, Wilmington Trust, National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Spirit Airlines Pass Through Trust 2017-1AA, and Wilmington Trust, National Association, as Paying Agent, filed as Exhibit 4.12 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.29		Escrow and Paying Agent Agreement (Class A), dated as of November 28, 2017, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Barclays Capital Inc., as Underwriters, Wilmington Trust, National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Spirit Airlines Pass Through Trust 2017-1A, and Wilmington Trust, National Association, as Paying Agent, filed as Exhibit 4.13 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.30		Escrow and Paying Agent Agreement (Class B), dated as of November 28, 2017, among Wilmington Trust Company, as Escrow Agent, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Barclays Capital Inc., as Underwriters, Wilmington Trust, National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Spirit Airlines Pass Through Trust 2017-1B, and Wilmington Trust, National Association, as Paying Agent, filed as Exhibit 4.14 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.31		Note Purchase Agreement, dated as of November 28, 2017, among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust Company, as Escrow Agent, and Wilmington Trust National Association, as Paying Agent, filed as Exhibit 4.15 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.32		Form of Participation Agreement (Participation Agreement among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust, National Association, as Loan Trustee, and Wilmington Trust, National Association, in its individual capacity as set forth therein) (Exhibit B to Note Purchase Agreement), filed as Exhibit 4.16 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

4.33		Form of Indenture and Security Agreement (Indenture and Security Agreement between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Loan Trustee) (Exhibit C to Note Purchase Agreement), filed as Exhibit 4.17 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.34		Form of Pass Through Trust Certificate, Series 2017-1AA (included in Exhibit A to Exhibit 4.2), filed as Exhibit 4.18 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.35		Form of Pass Through Trust Certificate, Series 2017-1A (included in Exhibit A to Exhibit 4.3), filed as Exhibit 4.19 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.36		Form of Pass Through Trust Certificate, Series 2017-1B (included in Exhibit A to Exhibit 4.4), filed as Exhibit 4.20 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.37		Form of Series 2017-1 Equipment Notes (included in Section 2.01 of Exhibit 4.17), filed as Exhibit 4.21 to the Company’s Form 8-K dated November 28, 2017, is hereby incorporated by reference.

4.38		Amended and Restated Intercreditor Agreement (2015-1), dated May 10, 2018, among Wilmington Trust, National Association, as Trustee of the Spirit Airlines Pass Through Trust 2015-1A, as Trustee of the Spirit Airlines Pass Through Trust 2015-1B and as Trustee of the Spirit Airlines Pass Through Trust 2015-C, Natixis, acting via its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust, National Association, as Subordination Agent, filed as Exhibit 4.1 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.39		Form of 2015-1 First Amendment to Participation Agreement (Participation Agreement among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust, National Association, as Loan Trustee, and Wilmington Trust, National Association, in its individual capacity as set forth therein), filed as Exhibit 4.3 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.40		Form of 2015-1 First Amendment to Indenture and Security Agreement (Indenture and Security Agreement between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Loan Trustee), filed as Exhibit 4.4 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.41		Amended and Restated Intercreditor Agreement (2017-1), dated May 10, 2018, among Wilmington Trust, National Association, as Trustee of the Spirit Airlines Pass Through Trust 2017-1AA, as Trustee of the Spirit Airlines Pass Through Trust 2017-1A, as Trustee of the Spirit Airlines Pass Through Trust 2017-1B and as Trustee of the Spirit Airlines Pass Through Trust 2017-1C, Commonwealth Bank of Australia, New York Branch, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust, National Association, as Subordination Agent, filed as Exhibit 4.5 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.42		Amended and Restated Note Purchase Agreement, dated as of May 10, 2018, among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust Company, as Escrow Agent, and Wilmington Trust National Association, as Paying Agent, filed as Exhibit 4.7 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.43		Form of Participation Agreement (Participation Agreement among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust, National Association, as Loan Trustee, and Wilmington Trust, National Association, in its individual capacity as set forth therein) (Exhibit B to Note Purchase Agreement), filed as Exhibit 4.8 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.44		Form of Indenture and Security Agreement (Indenture and Security Agreement between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Loan Trustee) (Exhibit C to Note Purchase Agreement), filed as Exhibit 4.9 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.45		Form of 2017-1 First Amendment to Participation Agreement (Participation Agreement among Spirit Airlines, Inc., Wilmington Trust, National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust, National Association, as Subordination Agent, Wilmington Trust, National Association, as Loan Trustee, and Wilmington Trust, National Association, in its individual capacity as set forth therein), filed as Exhibit 4.12 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference


Exhibit No.		Description of Exhibit

4.46		Form of 2017-1 First Amendment to Indenture and Security Agreement (Indenture and Security Agreement between Spirit Airlines, Inc. and Wilmington Trust, National Association, as Loan Trustee), filed as Exhibit 4.13 to the Company’s Form 10-Q dated July 26, 2018, is hereby incorporated by reference.

4.47		Trust Supplement No. 2025-1B(R), dated as of March 27, 2025, between Spirit Airlines, LLC and Wilmington Trust, National Association, as Trustee, to the Pass Through Trust Agreement, dated as of August 11, 2015, filed as Exhibit 4.1 to the Company’s Form 10-Q dated May 30, 2025, is hereby incorporated by reference.

4.48		Exit Notes Indenture, dated as of March 12, 2025, by and among Spirit IP Cayman Ltd. and Spirit Loyalty Cayman Ltd., as issuers, the guarantors party thereto, the collateral grantor party thereto and Wilmington Trust, National Association, as trustee and collateral agent, filed as Exhibit 4.1 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

4.49		Form of PIK Toggle Senior Secured Notes due 2030 (included in Exhibit 4.69 hereto), filed as Exhibit 4.2 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

4.50		First Supplemental Indenture, dated as of March 12, 2025, by and among Spirit IP Cayman Ltd. and Spirit Loyalty Cayman Ltd., as issuers, Spirit Aviation Holdings, Inc., as HoldCo Guarantor, and Wilmington Trust, National Association, as trustee, filed as Exhibit 4.3 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

4.51		Tranche 1 Warrant Agreement, dated as of March 12, 2025, between Spirit Aviation Holdings, Inc. and Equiniti Trust Company, LLC., filed as Exhibit 4.4 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

4.52		Tranche 2 Warrant Agreement, dated as of March 12, 2025, between Spirit Aviation Holdings, Inc. and Equiniti Trust Company, LLC., filed as Exhibit 4.5 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

4.53		Brief Description of all Securities Registered under Section 12 of the Exchange Act, filed as Exhibit 4.53 to the Company’s Form 10-K dated March 16, 2026, is hereby incorporated by reference.

10.1+		Offer Letter, dated September 7, 2013, between Spirit Airlines, Inc. and John Bendoraitis, filed as Exhibit 10.3 to the Company’s Form 10-K dated February 20, 2014, is hereby incorporated by reference.

10.2		Tax Receivable Agreement, dated as of June 1, 2011,between Spirit Airlines, Inc., Indigo Pacific Partners LLC, and OCM FIE, LLC, filed as Exhibit 10.12 to the Company’s Form S-1 Registration Statement (No. 333-178336), is hereby incorporated by reference.

10.3		Airline-Airport Lease and Use Agreement, dated as of August 17, 1999, between Broward County and Spirit Airlines, Inc., as supplemented by Addendum dated August 17, 1999, filed as Exhibit 10.14 to the Company’s Amendment No. 3 to Form S-1 Registration Statement (No. 333-169474), is hereby incorporated by reference.

10.4+		Amended and Restated Spirit Airlines, Inc. 2005 Stock Incentive Plan and related documents, filed as Exhibit 10.17 to the Company’s Amendment No. 3 to Form S-1 Registration Statement (No. 333-169474), is hereby incorporated by reference.

10.5+		Spirit Airlines, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.2 to the Company’s Form S-8 Registration Statement (No. 333-174812), is hereby incorporated by reference.

10.6+		Offer Letter, dated September 10, 2007, between Spirit Airlines, Inc. and Thomas Canfield, filed as Exhibit 10.22 to the Company’s Amendment No. 3 to Form S-1 Registration Statement (No. 333-169474), is hereby incorporated by reference.

10.7+		Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Spirit Airlines, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.4 to the Company’s Form S-8 Registration Statement (No. 333-174812), is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

10.8		Framework Agreement, dated as of October 1, 2014, by and between Spirit Airlines, Inc., BNP Paribas, New York Branch, Landesbank Hessen-Thuringen Girozentrale, Natixis, New York Branch, KfW IPEX-Bank GmbH, Investec Bank PLC and Wilmington Trust Company, filed as Exhibit 10.1 to the Company’s Form 10-Q dated October 28, 2014, is hereby incorporated by reference.

10.9		Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for awards under the Spirit Airlines, Inc. 2015 Incentive Award Plan, filed as Exhibit 10.3 to the Company’s Form 10-Q dated July 24, 2015, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

10.10		Form of Annual Cash Award Grant Notice and Annual Cash Award Agreement for awards under the Spirit Airlines, Inc. 2015 Incentive Award Plan, filed as Exhibit 10.4 to the Company’s Form 10-Q dated July 24, 2015, is hereby incorporated by reference.

10.11		Non-Employee Director Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for awards under the Spirit Airlines, Inc. 2015 Incentive Award Plan, filed as Exhibit 10.5 to the Company’s Form 10-Q dated July 24, 2015, is hereby incorporated by reference.

10.12		Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement for awards under the Spirit Airlines, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.6 to the Company’s Form 10-Q dated July 24, 2015, is hereby incorporated by reference.

10.13		Spirit Airlines, Inc. 2017 Executive Severance Plan, filed as Exhibit 10.1 to the Company’s Form 8-K dated August 22, 2017, is hereby incorporated by reference.

10.14		Form of Performance Award Grant Notice and Performance Award Agreement under the Spirit Airlines, Inc. 2015 Equity Incentive Award Plan, filed as Exhibit 10.41 to the Company’s Form 10-K dated February 13, 2018, is hereby incorporated by reference.

10.15		Form of Severance and Release Agreement, filed as Exhibit 10.42 to the Company’s Form 10-K dated February 13, 2018, is hereby incorporated by reference.

10.16†		Aircraft Sale Agreement, dated as of March 28, 2018, among Spirit Airlines, Inc. as Buyer and Wilmington Trust Company (acting not in its individual capacity, but solely as owner trustee under each Trust Agreement) as Sellers and AerCap Global Aviation Trust as Owner Participant; Aircraft Make and Model: 14 used Airbus model A319-100; Aircraft Manufacturer’s Serial Numbers: 2433, 2470, 2473, 2485, 2490, 2673, 2679, 2704, 2711, 2978, 3007, 3017, 3026 and 3165; Make and Model of Engines: International Aero Engines AG (IAE) model V2524-A5, filed as Exhibit 10.1 to the Company’s Form 10-Q dated April 26, 2018, is hereby incorporated by reference.

10.17†		Amendment No. 26 to Navitaire Hosted Services Agreement, effective as of February 1, 2018, by and between Navitaire LLC and Spirit Airlines, Inc., filed as Exhibit 10.3 to the Company’s Form 10-Q/A dated June 12, 2018, is hereby incorporated by reference.

10.18		Credit and Guaranty Agreement, dated as of March 30, 2020, between Citibank, N.A, as Administrative Agent and Wilmington Trust, National Association, as Collateral Agent, filed as Exhibit 10.1 to the Company’s Form 10-Q dated May 6, 2020, is hereby incorporated by reference.

10.19+		Melinda Grindle Offer Letter, filed as Exhibit 10.58 to the Company’s Form 10-K dated February 8, 2022, is hereby incorporated by reference.

10.20		Termination Agreement, dated July 27, 2022, by and among Frontier Group Holdings, Inc., Top Gun Acquisition Corp. and Spirit Airlines, Inc., filed as Exhibit 10.1 to the Company’s Form 8-K dated July 28, 2022, is hereby incorporated by reference.

10.21†		Second Amendment to Credit and Guaranty Agreement, dated as of November 18, 2022, among Spirit Airlines, Inc. and Citibank, N.A., as Administrative Agent, filed as exhibit 10.60 to the Company’s Form 10-K dated February 6, 2023, is hereby incorporated by reference.

10.22†		Aircraft Sale and Purchase Agreement, dated January 13, 2023, by and between Spirit Airlines, Inc. and Gryphon Trading Company, LLC, filed as exhibit 10.61 to the Company’s Form 10-K dated February 6, 2023, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

10.23†		Airbus A320 NEO Family Purchase Agreement, dated as of December 20, 2019, between Airbus S.A.S. and Spirit Airlines, Inc., as amended by Amendment No. 1, dated as of June 24, 2020, together with the amended and restated Letter Agreement No. 8, dated as of December 20, 2019, filed as Exhibit 10.1 to the Company’s Form 10-Q dated July 22, 2020. Amendment No. 6 dated as of July 31, 2023, together with the Second Amended and Restated Letter Agreement No. 4, dated as of July 31, 2023, filed as Exhibit 10.1 to the Company’s Form 10-Q dated October 26, 2023, Amendment No. 7, dated as of April 3, 2024, together with the Third Amended and Restated Letter Agreement No. 4, dated as of April 3, 2024, filed as Exhibit 10.1 to the Company’s Form 10-Q dated July 31, 2024, Amendment No. 8, dated as of July 30, 2024, together with the Second Amended and Restated Letter Agreement No. 8, dated July 30, 2024, and Letter Agreement No. 10, dated as of July 30, 2024, filed as Exhibit 10.4 to the Company’s Form 10-Q dated November 25, 2024, and Amendment No. 2 to the A320 NEO Family Purchase Agreement Letter Agreement, dated as of July 30, 2024, filed as Exhibit 10.5 to the Company’s Form 10-Q dated November 25, 2024, is hereby incorporated by reference.

10.24†		Amended and Restated V2500 General Terms of Sale, dated as of October 1, 2013, by and between Spirit Airlines, Inc. and IAE International Aero Engines AG, as supplemented by Side Letter No. 1 dated as of October 1, 2013, filed as exhibit 10.45 to the Company’s Form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.25†		Amended and Restated Fleet Hour Agreement, dated as of October 1, 2013, by and between Spirit Airlines, Inc. and IAE International Aero Engines AG, as supplemented by Side Letter No. 1 dated as of October 1, 2013, filed as exhibit 10.46 to the Company’s Form 10-K dated February 9, 2024, is hereby incorporatedby reference.

10.26†		V2500 General Terms of Sale, dated as of October 1, 2013, by and between Spirit Airlines, Inc. and IAE International Aero Engines AG, as supplemented by Side Letter No. 1 dated as of October 1, 2013 and Side Letter No. 2 dated as of October 1, 2013, filed as exhibit 10.47 to the Company’s Form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.27†		Fleet Hour Agreement, dated of as October 1, 2013, by and between Spirit Airlines, Inc. and IAE International Aero Engines AG, as supplemented by Side Letter No. 1 dated as of October 1, 2013, filed as exhibit 10.48 to the Company’s Form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.28†		PurePower PW1100G Engine Purchase Support Agreement, dated as of October 1, 2013, by and between the Company and United Technologies Corporation, acting through its Pratt & Whitney Division, filed as exhibit 10.49 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.29†		Hosted Services Agreement, dated as of February 28, 2007, between Spirit Airlines, Inc. and Navitaire Inc., as amended by Amendment No. 1 dated as of October 23, 2007, Amendment No. 2 dated as of May 15, 2008, Amendment No. 3 dated as of November 21, 2008, Amendment No. 4 dated as of August 17, 2009 and Amendment No. 5 dated November 4, 2009, filed as exhibit 10.50 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.30†		Signatory Agreement, dated as of May 21, 2009, between Spirit Airlines, Inc. and U.S. Bank National Association, as amended by First Amendment dated January 18, 2010, filed as exhibit 10.51 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.31†		Terms and Conditions for Worldwide Acceptance of the American Express Card by Airlines, dated September 4, 1998, between Spirit Airlines, Inc. and American Express Travel Related Services Company, Inc., as amended January 1, 2003 and August 28, 2003, filed as exhibit 10.52 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.32†		Lease, dated as of June 17, 1999, between Sunbeam Development Corporation and Spirit Airlines, Inc., as amended by Lease Modification and Contraction Agreement dated as of May 7, 2009, filed as exhibit 10.53 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.33†		Lease Modification and Extension Agreement, dated as of September 26th, 2013, between Sunbeam Development Corporation and Spirit Airlines, Inc filed as exhibit 10.54 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.34†		Lease, dated as of September 26th, 2013, between Sunbeam Development Corporation and Spirit Airlines, Inc, filed as exhibit 10.55 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

10.35†		Airbus A320 Family Purchase Agreement, dated as of May 5, 2004, between AVSA, S.A.R.L. and Spirit Airlines, Inc.; as amended by Amendment No. 1 dated as of December 21, 2004; Amendment No. 2 dated as of April 15, 2005; Amendment No. 3 dated as of June 30, 2005; Amendment No. 4 dated as of October 27, 2006 (as amended by Letter Agreement No. 1, dated as of October 27, 2006, to Amendment No. 4 and Letter Agreement No. 2, dated as of October 27, 2006, to Amendment No. 4); Amendment No. 5 dated as of March 5, 2007; Amendment No. 6 dated as of March 27, 2007; Amendment No. 7 dated as of June 26, 2007 (as amended by Letter Agreement No. 1, dated as of June 26, 2007, to Amendment No. 7); Amendment No. 8 dated as of February 4, 2008; Amendment No. 9 dated as of June 24, 2008 (as amended by Letter Agreement No. 1, dated as of June 24, 2008, to Amendment No. 9); Amendment No. 10 dated July 17, 2009 (as amended by Letter Agreement No. 1, dated as of July 17, 2009, to Amendment No. 10), and as supplemented by Letter Agreement No. 1 dated as of May 5, 2004, Letter Agreement No. 2 dated as of May 5, 2004, Letter Agreement No. 3 dated as of May 5, 2004, Letter Agreement No. 4 dated as of May 5, 2004, Letter Agreement No. 5 dated as of May 5, 2004, Letter Agreement No. 6 dated as of May 5, 2004, Letter Agreement No. 7 dated as of May 5, 2004, Letter Agreement No. 8 dated as of May 5, 2004, Letter Agreement No. 9 dated as of May 5, 2004, Letter Agreement No. 10 dated as of May 5, 2004 and Letter Agreement No. 11 dated as of May 5, 2004; Amendment No. 11 dated as of December 29, 2011 (as amended by Letter Agreement No. 1 dated as of December 29, 2011, Letter Agreement No. 2 dated as of December 29, 2011, Letter Agreement No. 3 dated as of December 29, 2011, Letter Agreement No. 4 dated as of December 29, 2011, Letter Agreement No. 5 dated as of December 29, 2011, Letter Agreement No. 6 dated as of December 29, 2011, Letter Agreement No. 7 dated as of December 29, 2011 and Letter Agreement No. 8 dated as of December 29, 2011); Amendment No. 12, dated as of June 29, 2012; Amendment No. 13, dated as of January 10, 2013; Amendment No. 14, dated as of June 20, 2013; Amendment No. 15 dated as of November 21, 2013; Amendment No. 16 dated as of December 17, 2013; Amendment No. 17 dated as of March 11, 2014; Amendment No. 18 dated as of July 31, 2014; Amendment No. 19 dated as of August 21, 2015; Amendment No. 20 dated as of April 27, 2016; and Amendment No. 26 dated as of June 24, 2020, filed as Exhibit 10.2 to the Company’s Form 10-Q dated July 22, 2020, which is hereby incorporated by reference.

10.36†		Addendum and Amendment to the Agreement Governing Acceptance of the American Express Card by Airlines, dated as of June 24, 2011, by and between Spirit Airlines, Inc. and American Express Travel Related Services Company, Inc, filed as exhibit 10.57 to the Company’s form 10-K dated February 9, 2024, is hereby incorporated by reference.

10.37†		Second Amendment to Signatory Agreement, effective as of September 6, 2011, by and between the Company and U.S. Bank, National Association, filed as exhibit 10.58 to the Company’s form 10-K dated February 9, 2024 is hereby incorporated by reference.

10.38		Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for awards under the Spirit Airlines, Inc. 2015 Incentive Award Plan, filed as Exhibit 10.1 to the Company’s Form 10-Q dated May 6, 2024, is hereby incorporated by reference.

10.39		Form of Performance Share Award Grant Notice and Performance Share Award Agreement for awards under the Spirit Airlines, Inc. 2015 Incentive Award Plan, filed as Exhibit 10.2 to the Company’s Form 10-Q dated May 6, 2024, is hereby incorporated by reference.

10.40		Form of Time-based Cash Award Agreement (2-year vesting) for awards under the Spirit Airlines, Inc. 2015 Incentive Award Plan, filed as Exhibit 10.3 to the Company’s Form 10-Q dated May 6, 2024, is hereby incorporated by reference.

10.41		Form of Time-based Cash Award Agreement (3-year vesting) for awards under the Spirit Airlines, Inc. 2015 Incentive Award Plan, filed as Exhibit 10.4 to the Company’s Form 10-Q dated May 6, 2024, is hereby incorporated by reference.

10.42		Termination Agreement, dated March 1, 2024, by and among JetBlue Airways Corporation, Sundown Acquisition Corp. and Spirit Airlines, Inc, filed as Exhibit 10.1 to the Company’s Form 8-K dated March 4, 2024, is hereby incorporated by reference.

10.43†		PW1100 AOG Special Support Letter Agreement, dated March 26, 2024, by and between International Aero Engines, LLC and Spirit Airlines, Inc., filed as Exhibit 10.6 to the Company’s Form 10-Q dated May 6, 2024, is hereby incorporated by reference..

10.44+		Spirit Airlines, Inc. 2024 Incentive Award Plan, filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 25, 2024 (File No. 001-35186), is hereby incorporated by reference.

10.45+		Offer Letter, dated July 1, 2024, between Spirit Airlines, Inc. and Frederick S. Cromer, filed as Exhibit 10.1 to the Company’s Form 8-K dated July 1, 2024, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit
10.46†		Fourth Amendment to Credit and Guaranty Agreement, dated as of July 2, 2024, between Spirit Airlines, Inc., Wilmington Trust, National Association, as collateral agent, Citibank, N.A., as administrative agent and issuing lender, and the lenders party thereto, filed as Exhibit 10.2 to the Company’s Form 10-Q dated November 25, 2024, is hereby incorporated by reference..

10.47		Letter Agreement (2024-1), dated as of July 2, 2024, by and between Spirit Airlines, Inc. and U.S. Bank National Association, filed as Exhibit 10.3 to the Company’s Form 10-Q dated November 25, 2024, is hereby incorporated by reference.

10.48		Letter Agreement (2024-2), dated as of September 9, 2024, by and between Spirit Airlines, Inc. and U.S. Bank National Association filed as Exhibit 10.6 to the Company’s Form 10-Q dated November 25, 2024, is hereby incorporated by reference.

10.49		Letter Agreement (2024-3), dated as of October 11, 2024, by and between Spirit Airlines, Inc. and U.S. Bank National Association, filed as Exhibit 10.69 to the Company’s Form 10-K filed March 3, 2025, is hereby incorporated by reference.

10.50†		Term Sheet, dated as of October 18, 2024, by and between Spirit Airlines, Inc. and GA Telesis, LLC, filed as Exhibit 10.70 to the Company’s Form 10-K filed March 3, 2025, is hereby incorporated by reference.

10.51†		Aircraft Sale and Purchase Agreement (Spirit-GAT 2024), dated as of October 29, 2024, by and between Spirit Airlines, Inc. and GA Telesis, LLC, filed as Exhibit 10.71 to the Company’s Form 10-K filed March 3, 2025, is hereby incorporated by reference.

10.52		Restructuring Support Agreement, dated as of November 18, 2024, by and among Spirit Airlines, Inc., certain of its subsidiaries and the Consenting Stakeholders (as defined therein), filed as Exhibit 10.1 to the Company’s Form 8-K filed November 18, 2024, is hereby incorporated by reference.

10.53		Backstop Commitment Agreement, dated as of November 18, 2024, by and among Spirit Airlines, Inc., certain of its subsidiaries and the Backstop Commitment Parties (as defined therein), filed as Exhibit 10.2 to the Company’s Form 8-K filed November 18, 2024, is hereby incorporated by reference.

10.54		Debtor-in-Possession Term Sheet, filed as Exhibit 10.3 to the Company’s Form 8-K filed November 18, 2024, is hereby incorporated by reference.

10.55		Form of Retention Agreement, dated as of November 12, 2024, by and among Spirit Airlines and a named executive officer of the Company, filed as Exhibit 10.4 to the Company’s Form 8-K filed November 18, 2024, is hereby incorporated by reference.

10.56		Amended and Restated Credit and Guaranty Agreement dated as of March 12, 2025, by and among Spirit Airlines, Inc., as borrower, the subsidiaries guarantors party thereto, Citibank, N.A., as administrative agent, and Wilmington Trust, National Association, as collateral agent, filed as Exhibit 10.1 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

10.57		Registration Rights Agreement, dated as of March 12, 2025, by and among Spirit Aviation Holdings, Inc. and the holders party thereto, filed as Exhibit 10.2 to the Company’s Form 8-K15D5 dated March 12, 2025, is hereby incorporated by reference.

10.58		Form of Indemnification Agreement between Spirit Aviation Holdings, Inc. and its directors and executive officers, filed as Exhibit 10.3 to the Company’s Form 10-Q dated May 30, 2025, is hereby incorporated by reference.

10.59+		Separation and Release Agreement between Edward M. Christie and Spirit Aviation Holdings, Inc. dated April 6, 2025, filed as Exhibit 10.1 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.

10.60+†		Employment Agreement between David Davis and Spirit Aviation Holdings, Inc. dated April 16, 2025, filed as Exhibit 10.2 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.

10.61†		Escrow Agreement with David Davis dated April 18, 2025, filed as Exhibit 10.3 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.

10.62+		Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan dated April 16, 2025, filed as Exhibit 10.4 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference .

10.63+		Form of Non-Employee Director Restricted Stock Unit Award Agreement (Performance-and-Time-based), filed as Exhibit 10.5 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

10.64+		Inducement Award Agreement with David Davis dated April 21, 2025, filed as Exhibit 10.6 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.

10.65+		Initial Restricted Stock Units Award Agreement with David Davis dated April 21, 2025, filed as Exhibit 10.7 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.

10.66+		Initial Performance Stock Units Award Agreement with David Davis dated April 21, 2025, filed as Exhibit 10.8 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.

10.67+		Separation and Release Agreement between Matthew H. Klein and Spirit Aviation Holdings, Inc. dated April 17, 2025, filed as Exhibit 10.9 to the Company’s Form 10-Q dated August 11,2025, is hereby incorporated by reference.

10.68†		Letter Agreement between International Aero Engines, LLC and Spirit Airlines, LLC dated June 4, 2025, filed as Exhibit 10.10 to the Company’s Form 10-Q dated August 11, 2025, is hereby incorporated by reference.

10.69+		Spirit Aviation Holdings, Inc. 2025 Executive Severance Plan, effective as of July 21, 2025, filed as Exhibit 10.1 to the Company’s Form 10-Q dated November 10, 2025, is hereby incorporated by reference.

10.70†		Letter Agreement between Spirit and U.S. Bank National Association August 15, 2025, filed as Exhibit 10.2 to the Company’s Form 10-Q dated November 10, 2025, is hereby incorporated by reference.

10.71†		Omnibus Amendment to the Signatory Agreement between Spirit Airlines, LLC f/k/a Spirit Airlines, Inc., U.S. Bank National Association and various parties listed therein, dated August 20, 2025, filed as Exhibit 10.3 to the Company’s Form 10-Q dated November 10, 2025, is hereby incorporated by reference.

10.72		Form of Retention Agreement, dated as of August 29, 2025, by and among Spirit Aviation Holdings, Inc. and a named executive officer of the Company filed as Exhibit 10.1 to the Company’s Form 8-K dated August 29, 2025, is hereby incorporated by reference.

10.73		Form of Retention Agreement, dated as of August 29, 2025, by and among Spirit Aviation Holdings, Inc. and David Davis filed as Exhibit 10.2 to the Company’s Form 8-K dated August 29, 2025, is hereby incorporated by reference.

10.74+		Form of Restricted Stock Unit Award Grant Notice and Restricted Unit Award Agreement under Spirit Aviation Holdings, Inc. 2025 Equity Incentive Award Plan, filed as Exhibit 10.6 to the Company’s Form 10-Q dated November 10,2025, is hereby incorporated by reference.

10.75+		Form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under Spirit Aviation Holdings, Inc. 2025 Equity Incentive Award Plan, filed as Exhibit 10.7 to the Company’s Form 10-Q dated November 10,2025, is hereby incorporated by reference.

10.76+		Form of Performance-Based Cash Incentive Award Grant Notice and Performance-Based Cash Incentive Award Agreement under Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan, filed as Exhibit 10.8 to the Company’s Form 10-Q dated November 10, 2025, is hereby incorporated by reference.

10.77+		Form of Time-Based Cash Incentive Award Grant Notice and Time-Based Cash Incentive Award Agreement under Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan, filed as Exhibit 10.9 to the Company’s Form 10-Q dated November 10, 2025, is hereby incorporated by reference.

10.78+		Form of Non-Employee Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan, filed as Exhibit 10.10 to the Company’s Form 10-Q dated November 10, 2025, is hereby incorporated by reference.

10.79		Superpriority Priming Debtor-in-Possession Credit Agreement, dated as of October 14, 2025, among Spirit Airlines, LLC, Spirit Aviation Holdings, Inc., Wilmington Trust, National Associate, as administrative agent and collateral agent and the creditors from time to time party thereto, filed as Exhibit 10.1 to the Company’s Form 8-K dated October 14, 2025, is hereby incorporated by reference.

10.80		Global Restructuring Term Sheet, filed as Exhibit 10.2 to the Company’s Form 8-K dated October 14, 2025, is hereby incorporated by reference.

10.81+		Commitment Letter, dated as of January 14, 2025, among Spirit Airlines, Inc. and the other parties thereto,filed as Exhibit 10.1 to the Company’s Form 8-K dated January 16, 2025,is hereby incorporated by reference.


Exhibit No.		Description of Exhibit

10.82†		Superpriority Secured Debtor In Possession Term Loan Credit and Note Purchase Agreement, dated December 23, 2024, among Spirit Airlines, Inc., Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent and the creditors from time to time party thereto, filed as Exhibit 10.2 to the Company’s Form 8-K dated January 16, 2025, is hereby incorporated by reference.

10.83		Amendment No. 1 to Superpriority Secured Debtor-in-Possession Term Loan Credit Agreement, dated as of 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, filed as Exhibit 10.1 to the Company’s Form 8-K dated December 16, 2025, is hereby incorporated by reference.

19.1		Insider Trading Compliance Program of Spirit Aviation Holdings Inc.

21.1		Subsidiaries of the Registrant.

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed as Exhibit 31.1 to the Company’s Form 10-K dated March 16, 2026 is hereby incorporated by reference.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed as Exhibit 31.2 to the Company’s Form 10-K dated March 16, 2026 is hereby incorporated by reference.

31.3		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1		Spirit Aviation Holdings, Inc. Dodd-Frank Clawback Policy.

101.INS		XBRL Instance Document—The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

†	Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

+	Indicates a management contract or compensatory plan or arrangement.

Exhibits 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise specifically stated in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

Spirit Aviation Holdings, Inc. 10-K/A