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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, ~~2024~~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 ~~Airlines~~Aviation Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

3833-~~1747023~~3711797

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification 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:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.0001 par value

SAVE1

New York Stock Exchange

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 ☐☒ (The registrant is a voluntary filer. The registrant has filed all applicable reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.)

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.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 $~~0.4~~129 ~~billion~~million computed by reference to the last sale price of the common stock on the ~~New~~NYSE ~~York~~American ~~Stock Exchange~~ on June 2830, ~~2024~~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 ~~February~~March 194, ~~2025~~2026:

Class			Number of Shares
Common Stock, $0.0001 par value per share			~~109~~28,~~525~~320,~~063~~815

Documents Incorporated by Reference

Portions of the registrant's Proxy Statement for the registrant's ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant's fiscal year ended December 31, ~~2024~~2025.

1 On ~~November~~September 1811, ~~2024~~2025, ~~Spirit~~NYSE ~~Airlines,~~American ~~Inc.,~~filed a ~~Delaware~~Form ~~corporation~~25 (“for Spirit~~”),~~ ~~received~~Aviation ~~written~~Holdings, ~~notice~~Inc., ~~(the~~a ~~“Delisting~~Delaware ~~Notice”)~~corporation ~~from the New York Stock Exchange~~ (the “~~NYSE~~Company”) ~~notifying Spirit that~~ in ~~accordance~~connection with ~~NYSE Listed Company Manual Section 802.01D,~~ the ~~NYSE~~delisting ~~had determined that Spirit’s shares~~ of the common stock, par value $0.0001, ~~would be delisted from the NYSE and that trading~~ of ~~Spirit’s shares of common stock on NYSE was suspended immediately. On December 5, 2024, NYSE filed a Form 25 for Spirit in connection with~~ the ~~delisting~~Company of (the ~~common~~“Common ~~stock~~Stock”) from NYSE American. The delisting became effective ten days after the Form 25 was filed. The deregistration of the ~~common~~Common ~~stock~~Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, ~~will~~became be effective 90 days, after the filing of the Form 25 on December 10, 2025. The ~~common~~Common ~~stock~~Stock began trading on the OTC Pink Limited Market on ~~November~~September 3, 192025, ~~2024~~ under the symbol “~~SAVEQ”~~FLYYQ.”

TABLE OF CONTENTS

PART I			Page
Item 1. Business			4
Item 1A. Risk Factors			21
Item 1B. Unresolved Staff Comments			5352
Item 1C. Cybersecurity			5352
Item 2. Properties			5352
Item 3. Legal Proceedings			54
Item 4. Mine Safety Disclosures			5554
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			5655
Item 6. Selected Financial Data			5856
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			5957
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			8190
Item 8. Financial Statements and Supplementary Data			8291
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			~~128~~156
Item 9A. Controls and Procedures			~~128~~156
Item 9B. Other Information			~~128~~156
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections			~~128~~156
PART III
Item 10. Directors, Executive Officers and Corporate Governance			~~129~~157
Item 11. Executive Compensation			~~129~~157
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			~~129~~157
Item 13. Certain Relationships and Related Transactions and Director Independence			~~129~~157
Item 14. Principal Accountant Fees and Services			~~129~~157
PART IV
Item 15. Exhibits and Financial Statement Schedules			~~130~~158
Signatures			~~143~~170

__________________________________________________

PART I

ITEM 1. BUSINESS

Overview

Spirit ~~Airlines~~Aviation Holdings, Inc. ("Spirit") and its consolidated subsidiaries (together with Spirit, the "Company"), headquartered in Dania Beach, Florida, is a leading low-fare carrier committed to offering an enhanced travel experience with flexible, affordable options. The term "Company" is used to refer to (a) Spirit and its consolidated subsidiaries for periods on or after the Emergence Date (as defined below) and (b) Spirit Airlines, Inc. ("Former Spirit") and its consolidated subsidiaries for periods prior to the Emergence Date. During ~~2024~~2025, we served 8789 destinations in 1516 countries throughout the United States, Latin America and the Caribbean. Our network is supported by an all-Airbus fleet ~~that is one of the youngest and most fuel efficient in the United States~~. On ~~November 19~~September 3, ~~2024~~2025, our common stock, par value $0.0001 (“Common Stock”) began trading on the OTC Pink Limited Market under the symbol “~~SAVEQ~~FLYYQ”.

Our History

We were founded in 1964 as Clippert Trucking Company, a Michigan corporation. We began air charter operations in 1990 and renamed ourselves Spirit Airlines, Inc. in 1992. In 1994, we reincorporated in Delaware and in 1999 we relocated our headquarters to Miramar, Florida. In April 2024, we relocated to a new corporate campus in Dania Beach, Florida. On November 18, 2024, Spirit Airlines, LLC (formerly known as Spirit Airlines, Inc.) ("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 "Prior Bankruptcy", "2024 Bankruptcy" or "2024 Chapter 11 Bankruptcy"). On March 12, 2025 (the “Emergence Date” or "Effective Date"), we emerged from the 2024 Chapter 11 Cases in accordance with the Plan (as defined below) and became Spirit Aviation Holdings, Inc.

Our Corporate Information

Our mailing address and executive offices are located at 1731 Radiant Drive, Dania Beach, Florida 33004. We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, file periodic reports, proxy statements and other information with the Securities and Exchange Commission or(the "SEC"). Such periodic reports, proxy statements and other information are available on the SEC's website at http://www.sec.gov. We also post on the Investor Relations page of our website, www.spirit.com, a link to our filings with the SEC, our Corporate Governance Guidelines and Code of Business Conduct and Ethics, which applies to all directors and all our employees, and the charters of our Audit, Compensation, Finance, Safety, Security and Operations and Nominating and Corporate Governance committees. Our filings with the SEC are posted as soon as reasonably practical after they are filed electronically with the SEC. Please note that information contained on our website is not incorporated by reference in, or considered to be a part of, this report.

Our Corporate Structure

In August 2020, Spirit formed several new subsidiaries; Spirit Finance Cayman 1 Ltd. (“HoldCo 1”), Spirit Finance Cayman 2 Ltd. (“HoldCo 2"), Spirit IP Cayman Ltd. (“Spirit IP”) and Spirit Loyalty Cayman Ltd. (“Spirit Loyalty”). Each are Cayman Islands exempted companies incorporated with limited liability. Spirit IP and Spirit Loyalty are wholly-owned subsidiaries of HoldCo 2 (other than the special share issued to the special shareholder, who granted a proxy to vote such share to the collateral agent for the 8.00% senior secured notes (as defined herein)). HoldCo 1 and HoldCo 2 are special purpose holding companies. HoldCo 2 is a wholly-owned direct subsidiary of HoldCo 1 (other than the special share issued to the special shareholder, who granted a proxy to vote such share to the collateral agent for the 8.00% senior secured notes). HoldCo 1 is a wholly-owned subsidiary of Spirit (other than the special share issued to the special shareholder, who granted a proxy to vote such share to the collateral agent for the 8.00% senior secured notes).

On November 18, 2024, Former Spirit, and subsequently on November 25, 2024, its subsidiaries (collectively with Former Spirit, the “Debtors”), filed a voluntary petition for relief under the Bankruptcy Code in the Bankruptcy Court. The Debtors filed a pre-arranged chapter 11 plan of reorganization and related disclosure statement (collectively, the “Plan of Reorganization” or the "Plan"). On March 12, 2025, the Debtors satisfied the remaining conditions precedent to consummation of the Plan of Reorganization, the Plan of Reorganization became effective in accordance with its terms and the Debtors emerged from Chapter 11. ~~Proceedings~~In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and in the Plan of Reorganization, Former Spirit completed a corporate reorganization pursuant to which Spirit became the new parent company of the Debtors, with Former Spirit becoming a wholly owned subsidiary of Spirit and converted from a Delaware corporation to a Delaware limited liability company. Spirit is the successor registrant to Former Spirit.

Voluntary Filing under Chapter 11

On November 18, 2024 (the “Petition Date”), we commenced a voluntary case (the “Chapter 11 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, our subsidiaries (together with Spirit, the “Company Parties”) also filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code and joined the Chapter 11 Case (collectively, the “Chapter 11 Cases”). Since the Petition Date, we have been operating our businesses as a debtor-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Spirit received approval from the Bankruptcy Court for a variety of “first day” motions to continue their ordinary course operations during the Chapter 11 Case. On February 20, 2025, the Bankruptcy Court entered an Order (the “Confirmation Order”) confirming the Plan (as defined below).

Commencing the Chapter 11 Cases constituted an event of default that accelerated the Company Parties’ respective obligations under the revolving credit facility, the convertible notes due 2025, the convertible notes due 2026, the 8.00% senior secured notes, the fixed-rate term loans and enhanced equipment trust certificates (collectively, the “Debt Instruments”). The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be

~~immediately~~2024 ~~due and payable. Any efforts to enforce such payment obligations under the Debt Instruments were automatically stayed as a result of the~~ Chapter 11 ~~Cases, and the stakeholders’ rights of enforcement in respect of the Debt Instruments were subject to the applicable provisions of the Bankruptcy Code.~~Proceedings

~~Restructuring~~Emergence ~~Support~~from ~~Agreement~~2024 Bankruptcy

On November 18, 2024, Spirit ~~entered~~Airlines ~~into~~commenced a ~~Restructuring~~voluntary ~~Support~~case ~~Agreement~~under (the ~~“Restructuring~~Bankruptcy ~~Support~~Code ~~Agreement”~~in ~~and~~ the ~~holders~~Bankruptcy ~~parties~~Court, ~~thereto~~and, ~~the~~on ~~“Supporting~~November 25, ~~Stakeholders”)~~2024, ~~with~~the ~~certain~~Company ~~holders~~Parties ofalso ~~our~~filed ~~8.00%~~voluntary ~~senior~~petitions ~~secured~~seeking ~~notes~~relief (under Chapter 11 of the ~~“Senior~~Bankruptcy ~~Secured~~Code ~~Notes,”~~in the Bankruptcy Court and joined the ~~holders~~2024 Bankruptcy. On February 20, 2025, the ~~“Senior~~Bankruptcy ~~Secured~~Court ~~Noteholders”~~entered an order (the "Confirmation Order") ~~and~~confirming ~~certain~~the ~~holders~~First Amended Joint Chapter 11 Plan of ~~the~~Reorganization ~~convertible~~of ~~notes~~Spirit Airlines, Inc. and Its Debtor Affiliates (the ~~“Convertible Noteholders”~~"Plan"). ~~The~~On ~~Restructuring~~the ~~Support~~Emergence ~~Agreement~~Date, ~~contemplates~~we ~~agreed-upon~~emerged ~~terms~~from ~~for~~the a2024 ~~comprehensive~~Bankruptcy ~~restructuring~~in accordance with ~~respect~~the toPlan. Since November 18, 2024, and through the Emergence Date, the Company Parties’ ~~capital~~operated ~~structure~~their (businesses as debtors-in-possession under the ~~“Restructuring”)~~jurisdiction toof bethe ~~implemented~~Bankruptcy ~~through~~Court ain ~~proposed~~accordance ~~pre-arranged~~with ~~plan~~the applicable provisions of ~~reorganization~~the (Bankruptcy Code and orders of the ~~“Plan”)~~Bankruptcy Court. Refer to "Notes to Consolidated Financial Statements—4. Emergence from Voluntary Reorganization under the 2024 Chapter 11 Bankruptcy" for additional information.

~~Pursuant~~Fresh toStart the Restructuring Support Agreement and the Plan, the Supporting Stakeholders agreed, subject to certain terms and conditions, to the equitization of $410.0 million of outstanding Senior Secured Notes and $385.0 million of outstanding convertible notes, as well as a backstopped $350.0 million new money equity raise upon emergence from the Chapter 11 Cases.Accounting

~~The~~In ~~material~~connection ~~terms~~with the emergence from the 2024 Bankruptcy and in accordance with FASB ASC Topic No. 852 – Reorganizations (ASC 852), we qualified for and adopted fresh start accounting on the Emergence Date because (1) the holders of the ~~Restructuring~~then ~~are~~existing ~~set~~common ~~forth~~shares inof the ~~term~~Predecessor ~~sheets~~Former ~~attached~~Spirit received less than 50% of the Common Stock shares of Spirit outstanding upon emergence and (2) the reorganization value of the Former Spirit's assets immediately prior to confirmation of the ~~Restructuring~~Plan ~~Support~~of ~~Agreement~~$8,720 ~~which~~million ~~terms~~was ~~include,~~less ~~among~~than ~~other~~the ~~things:~~total of all post-petition liabilities and allowed claims of $9,819 million.

~~•Vendors,~~In ~~aircraft~~accordance ~~lessors~~with ~~and~~ASC ~~holders~~852, upon adoption of ~~secured~~fresh ~~aircraft~~start ~~indebtedness~~accounting, ~~will~~the ~~continue~~reorganization value derived from the enterprise value as disclosed in the Plan was allocated to beour ~~paid~~assets and liabilities based on their fair values in accordance with FASB ASC Topic No. 805 - Business Combinations (ASC 805) and FASB ASC Topic No. 820 - Fair Value Measurements (ASC 820), with limited exceptions (such as deferred taxes). The amount of deferred income taxes recorded due to the ~~ordinary~~fair ~~course~~value adjustments to assets and ~~will~~liabilities ~~not~~was bedetermined ~~impaired~~in accordance with FASB ASC Topic No. 740 - Income Taxes (ASC 740).

~~•The~~To ~~Supporting~~determine ~~Stakeholders~~fair ~~committed~~value toadjustments ~~provide~~as aof ~~$300.0 million~~the ~~new~~Effective ~~money~~Date, ~~senior~~we ~~secured~~engaged ~~super~~third-~~priority~~party ~~DIP~~valuation ~~Facility~~experts ~~(as~~to ~~defined~~conduct ~~below),~~an asanalysis ~~further~~of ~~described~~the ~~under~~consolidated ~~“Debtor-in-Possession~~balance ~~Financing~~sheets to determine the fair values of each balance.” The ~~DIP~~material ~~Facility~~adjustments iswere ~~expected~~made to beproperty ~~repaid~~plant inand ~~full~~equipment, inleased ~~cash~~liabilities onand ~~the~~ROU ~~effective~~assets, ~~date~~available-for-sale, ofand ~~the~~debt. ~~Plan~~Refer ~~(the~~to ~~“Effective~~"Notes ~~Date”)~~to Consolidated Financial Statements—5. Fresh Start Accounting- 2024 Bankruptcy" for additional information.

~~•On~~2025 ~~the~~Chapter ~~Effective~~11 Date, the Company (as reorganized, “Reorganized Spirit”) will issue a single class of common equity interests (the “New Common Equity”) and warrants to purchase New Common Equity (the “New Warrants”) to certain of our creditors as follows: (a) 76.0% pro rata to the Senior Secured Noteholders and (b) 24.0% pro rata to the Convertible Noteholders, subject to dilution on account of the Management Incentive Plan (as defined in the Plan), the $350.0 million Equity Rights Offering (as defined below), as further described under “Backstop Commitment Agreement,” and certain adjustments set forth in the Plan.Proceedings

~~•On~~Voluntary ~~the~~Filing ~~Effective~~under ~~Date, Reorganized Spirit will issue $840.0 million of senior secured notes due 2030 (~~the ~~“Exit~~2025 ~~Secured~~Chapter ~~Notes”), at an interest rate of (x) 12.00% per annum, of which 8.00% per annum shall be payable in cash and 4.00% per annum shall be payable in-kind or (y) at~~ 11~~.00%~~ per annum payable in cash, to certain of our creditors as follows: (a) $700.0 million in the aggregate, pro rata, to the Senior Secured Noteholders and (b) $140.0 million in the aggregate, pro rata, to the Convertible Noteholders, subject to certain adjustments set forth in the Plan.Bankruptcy

~~•All~~On August 29, 2025 (the “Petition Date”), Spirit, as well as Spirit Airlines, Spirit IP Cayman Ltd. (“Brand IP Issuer”), Spirit Loyalty (together with Brand IP Issuer, the “Co-Issuers”), HoldCo 1, HoldCo 2 (collectively, the “Debtors”) each a direct or indirect subsidiary of ~~our~~Spirit, ~~existing~~filed ~~common~~voluntary ~~stock~~petitions ~~and~~under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the “Chapter 11 Cases” or "2025 Bankruptcy" or "2025 Chapter 11 Bankruptcy Proceedings"). Each of the Debtors in the Chapter 11 Cases (other ~~equity~~than ~~interests~~Spirit) ~~will~~had bepreviously ~~cancelled~~filed ~~without~~voluntary ~~any~~petitions ~~distributions~~for torelief under Chapter 11 of the ~~holders~~Bankruptcy Code on November 18, 2024. The Debtors emerged from the Prior Bankruptcy under the Plan which was confirmed pursuant to an order of ~~such~~the ~~common~~Bankruptcy ~~stock~~Court on February 20, 2025 and ~~other~~which ~~equity~~became ~~interests~~effective on ~~account~~March ~~thereof~~12, 2025. Refer to "Notes to Consolidated Financial Statements— 4. Emergence from Voluntary Reorganization under the 2024 Chapter 11 Bankruptcy", for additional information related to the prior 2024 Bankruptcy.

~~Backstop~~We ~~Commitment~~applied ~~Agreement~~ASC 852 in preparing the consolidated financial statements. ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. In addition, pre-petition Debtor obligations that may be impacted by the Chapter 11 Cases have been classified as liabilities subject to compromise on our consolidated balance sheet as of December 31, 2025. These liabilities are reported at the amounts we anticipate will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts.

On November 18, 2024, Spirit entered into a Backstop Commitment Agreement (the “Backstop Commitment Agreement”), with the backstop parties named therein (the “Backstop Commitment Parties”). The terms of the Backstop Commitment Agreement are, in pertinent part, as follows:Debtor-In-Possession

•Pursuant to the Backstop Commitment Agreement, the Backstop Commitment Parties agreed to backstop an equity rights offering of New Common Equity (the “Equity Rights Offering”) for an aggregate purchase price of $350.0 million at 70.0% of Plan Equity Value (as defined in the Backstop Agreement) (such New Common Equity, the “Offering Shares”), as contemplated by the Restructuring Support Agreement.

•Subject to adjustments described below, the Backstop Commitment Agreement provides that $175.0 million of the Offering Shares will be raised by soliciting commitments from certain of our creditors as follows: (a) $137.81 million from Senior Secured Noteholders (the “Senior Secured Notes Subscription Rights”) and (b) $37.19 million from Convertible Noteholders (the “Convertible Notes Subscription Rights”).

•Subject to adjustments described below, the Backstop Commitment Agreement provides that $175.0 million of the Offering Shares will be reserved for purchase by the Backstop Commitment Parties as follows: $137.81 million by the Senior Secured Backstop Commitment Parties (as defined in the Backstop Commitment Agreement) (the “Senior Secured Direct Allocation”) and $37.19 million by the Convertible Backstop Commitment Parties (as defined in the

~~Backstop~~We ~~Commitment~~are ~~Agreement)~~currently (operating as a debtor-in-possession in accordance with the ~~“Convertible~~applicable ~~Direct~~provisions ~~Allocation”~~of the Bankruptcy Code. The Bankruptcy Court has approved motions we filed that were designed primarily to mitigate the impact of the Chapter 11 Cases on our operations, customers and ~~together~~employees. ~~with~~In general, as debtors-in-possession under the ~~Senior~~Bankruptcy ~~Secured~~Code, ~~Direct~~we ~~Allocation~~are authorized to continue to operate as an ongoing business but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day motions filed with the Bankruptcy Court, we received approval from the ~~"Direct~~Bankruptcy ~~Allocation")~~Court for a variety of “first day” motions to continue our ordinary course operations during the Chapter 11 Cases.

~~•Because~~Automatic Senior Secured Noteholders holding, in the aggregate, at least 90.0% of the aggregate principal amount of the Senior Secured Notes claims had executed the Restructuring Support Agreement by 11:59 p.m., New York City time, on November 25, 2024, the amount of the Senior Secured Notes Subscription Rights increased to $248.06 million and the Senior Secured Direct Allocation was reduced to $27.56 million.Stay

~~•Because~~Subject ~~Convertible~~to ~~Noteholders~~certain ~~holding,~~exceptions inunder the ~~aggregate~~Bankruptcy Code, atpursuant ~~least~~to ~~90.0%~~Section 362 of the ~~aggregate~~Bankruptcy ~~principal~~Code, ~~amount~~the filing of ~~the~~Spirit’s ~~convertible~~Chapter ~~notes~~11 ~~claims~~Cases ~~had~~automatically ~~executed~~stayed the ~~Restructuring~~continuation ~~Support~~of ~~Agreement~~most bylegal ~~11:59~~proceedings ~~p.m.,~~or ~~New~~the ~~York~~filing ~~City~~of ~~time,~~other actions against or on ~~November 25,~~behalf ~~2024~~of Spirit or our property to recover on, collect or secure a claim arising prior to the ~~amount~~Petition Date or to exercise control over property of Spirit’s bankruptcy estate, unless and until the ~~Convertible~~Bankruptcy ~~Notes~~Court ~~Subscription~~modifies ~~Rights~~or ~~increased~~lifts the automatic stay as to ~~$66~~any such claim.~~94 million~~ Notwithstanding the general application of the automatic stay described above and other protections afforded by the ~~Convertible~~Bankruptcy ~~Direct~~Code, ~~Allocation~~governmental ~~was~~authorities ~~reduced~~may determine to $7continue actions brought under their police and regulatory powers.~~44 million.~~

~~•As~~Executory consideration for the commitment by the Backstop Commitment Parties, and subject to approval by the Bankruptcy Court: (i) a “Backstop Premium” will be paid to the Backstop Commitment Parties by us in an aggregate number of shares of New Common Equity equal to 10.0% of the total number of shares of New Common Equity issued by the us upon emergence from bankruptcy as distributions under the Plan. If the Backstop Commitment Agreement is terminated under certain circumstances as set forth therein, the Backstop Commitment Agreement provides for a cash payment of $35.0 million to the Backstop Commitment Parties. Since the Backstop Premium is fully earned as of November 18, 2024, the date the Backstop Commitment Agreement was executed, and is a non-refundable, non-avoidable premium, we recorded the entire commitment as of December 31, 2024. This amount was recorded within reorganization expense on our consolidated statement of operations and within other current liabilities on our consolidated balance sheets.Contracts

~~The~~Subject ~~transactions~~to ~~contemplated~~certain byexceptions, under the ~~Backstop~~Bankruptcy ~~Commitment~~Code, ~~Agreement~~we ~~are~~may ~~conditioned~~assume, ~~upon~~amend ~~the~~or ~~satisfaction~~reject orcertain ~~waiver~~executory contracts and unexpired leases subject to the approval of ~~customary~~the Bankruptcy Court and certain other conditions. ~~for~~Generally, ~~transactions~~the rejection of ~~this~~an ~~nature,~~executory ~~including~~contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, ~~among~~subject ~~other~~to ~~things~~certain exceptions, ~~(i)~~relieves ~~confirmation~~us offrom performing their future obligations under such executory contract or unexpired lease but entitles the ~~Plan~~contract counterparty or lessor to a prepetition general unsecured claim for damages caused by ~~the~~such ~~Bankruptcy~~deemed ~~Court~~breach. Generally, ~~(ii)~~ the ~~occurrence~~assumption of ~~the~~an ~~Effective~~executory ~~Date~~contract or unexpired lease requires us to cure existing monetary defaults under such executory contract or unexpired lease and ~~(iii)~~provide ~~the~~adequate ~~Restructuring~~assurance ~~Support~~of ~~Agreement~~future ~~remaining~~performance. Accordingly, any description of an executory contract or unexpired lease with us in ~~full~~this ~~force~~document, ~~and~~including ~~effect~~where applicable a quantification of our obligations under any such executory contract or unexpired lease, is qualified by any overriding rejection rights we have under the Bankruptcy Code. Refer to "Notes to Consolidated Financial Statements— 3. 2025 Chapter 11 Bankruptcy Proceedings," for additional information.

~~Debtor-in-Possession~~Potential ~~Financing~~Claims

~~Prior~~We tohave filed with the ~~Petition~~Bankruptcy ~~Date,~~Court ~~Spirit~~schedules and ~~certain~~statements ~~lenders~~setting ~~and~~forth, ~~note~~among ~~purchasers~~other ~~(collectively~~things, the ~~“DIP~~assets ~~Lenders”)~~and ~~agreed~~liabilities toof ~~enter~~each ~~into~~of anthe ~~approximately~~Debtors, ~~$300.0 million~~subject ~~senior~~to ~~secured~~the ~~super-priority~~assumptions ~~debtor‑~~filed in~~‑possession~~ ~~facility~~connection ~~(the~~therewith. ~~“DIP~~These ~~Facility”)~~schedules ~~consisting~~and ofstatements ~~new~~may ~~money~~be ~~term~~subject ~~loans~~to ~~and~~further ~~new~~amendment ~~money~~or ~~notes,~~modification ~~which~~after ~~bears~~filing. ~~interest~~Certain atholders aof ~~rate~~pre-petition ~~per~~claims ~~annum~~that ~~equal~~are not governmental units were required to ~~(a)~~file ~~term~~proofs ~~SOFR~~of ~~plus~~claim ~~7.00%~~by ~~per~~the ~~annum~~deadline orfor ~~(b)~~general anclaims, ~~alternate~~which ~~base~~was ~~rate~~on ~~plus~~January ~~6.00%~~27, ~~per~~2026 ~~annum~~(the “Bar Date”).

~~The~~These ~~DIP~~claims ~~Facility~~will ~~contains~~be ~~various~~reconciled ~~representations~~to ~~and~~amounts ~~warranties,~~recorded ~~affirmative~~in ~~and~~our ~~negative~~accounting ~~covenants~~records. ~~and~~Differences ~~events~~in ofamounts ~~default~~recorded ~~customary~~and ~~for~~claims ~~debtor-in-possession~~filed ~~financings~~by ofcreditors ~~this~~will ~~type~~be investigated and resolved, including ~~covenants~~through ~~mandating~~the ~~compliance~~filing byof usobjections with athe ~~13-week~~Bankruptcy ~~budget~~Court, ~~variance~~where ~~testing and other reporting requirements~~appropriate.

~~Spirit’s~~In ~~obligations~~addition, ~~under~~as ~~the~~a ~~proposed~~result ~~DIP~~of ~~Facility~~this ~~are~~process, ~~guaranteed~~we bymay ~~each~~identify ~~subsidiary~~additional ofliabilities ~~Spirit.~~that Inwill ~~addition,~~need ~~the~~to ~~claims~~be ofrecorded ~~the~~or ~~DIP~~reclassified ~~Lenders~~to ~~are~~liabilities ~~(i)~~subject ~~entitled~~ to ~~super-priority~~compromise ~~administrative~~in ~~expense~~the ~~claim~~consolidated ~~status,~~balance ~~subject~~sheets. toIn ~~certain~~light ~~customary~~of ~~exclusions~~the insubstantial ~~the~~number ~~credit~~of ~~documentation~~claims ~~and~~that ~~(ii)~~may ~~secured~~be byfiled, ~~perfected~~the ~~senior~~claims ~~security~~resolution ~~interests~~process ~~and~~may ~~liens~~take onconsiderable ~~certain~~time ofto ~~our~~complete ~~property,~~and ~~subject~~may tocontinue ~~certain~~for ~~exclusions,~~the ~~exceptions~~duration ~~and~~of ~~carve-outs~~our bankruptcy cases.

~~The~~NYSE ~~proceeds~~American ofListing all or a portion of the DIP Facility may be used for, among other things, (i) prepetition obligations, (ii) adequate protection payments, (iii) the fees, costs, and expenses of administering the Chapter 11 Cases and (iv) working capital and other general corporate needs of Spirit in the ordinary course of business. Status

On ~~December 23~~November 18, 2024, inwe ~~connection~~received ~~with~~written notice from the ~~Chapter~~NYSE 11notifying ~~Cases~~us that, weas ~~entered~~a ~~into~~result aof ~~Superpriority~~the ~~Secured~~2024 ~~Debtor~~Bankruptcy Inand ~~Possession~~in ~~Term~~accordance ~~Loan~~with ~~Credit~~NYSE ~~and~~Listed ~~Note~~Company ~~Purchase~~Manual ~~Agreement~~Section 802.01D, (the ~~“DIP~~NYSE ~~Credit~~had ~~Agreement”),~~determined ~~with~~that ~~Wilmington~~Spirit ~~Savings~~Airlines' ~~Fund~~shares ~~Society,~~of ~~FSB~~common stock, aspar ~~administrative~~value ~~agent~~$0.0001 ~~and~~per ~~collateral~~share ~~agent~~ (the ~~“Agent”~~"Old Common Stock"), would be delisted from the NYSE and that trading of the ~~creditors~~shares ~~from~~of ~~time~~Old toCommon ~~time~~Stock ~~party~~on ~~thereto~~NYSE ~~(collectively~~was immediately suspended. As a result of the suspension and expected delisting, the ~~“DIP~~shares ~~Creditors”).~~of ~~Refer~~Old toCommon ~~“Notes~~Stock tocommenced ~~Consolidated~~trading ~~Financial~~on ~~Statements—~~the ~~13.~~OTC ~~Debt~~Pink Market under the symbol "SAVEQ" on November 19, 2024 and ~~Other~~continued ~~Obligations” for~~through ~~additional~~the ~~information~~Emergence Date. Upon emergence, all equity securities of Spirit Airlines

Equity Rights Offering

On December 30, 2024, we launched an equity rights offering (the “Equity Rights Offering”) of equity securities of the reorganized Company in an aggregate amount of $350.0 million at a purchase price of $14.00 per share. The final expiration date for the Equity Rights Offering occurred on February 20, 2025. We expect to close the Equity Rights Offering on the Effective Date. Pursuant to the terms of the Backstop Commitment Agreement, the Backstop Commitment Parties would

~~receive~~outstanding aprior ~~backstop~~to ~~premium~~the inEffective ~~the~~Date, ~~amount~~including Old Common Stock, were canceled, released and extinguished, and of ~~$35.0~~no ~~million~~further ~~(payable~~force inor ~~shares~~effect and without any need for a holder of ~~reorganized~~Old ~~Spirit~~Common ~~common~~Stock ~~stock~~to ~~valued~~take atfurther ~~$14.00~~action ~~per~~with ~~share)~~respect thereto.

~~Exit~~In ~~Revolving~~connection ~~Credit~~with ~~Facility~~our emergence from the 2024 Bankruptcy and consistent with our contractual obligations, we applied to list our issued shares of Common Stock on the NYSE American LLC (“NYSE American”) stock exchange. Trading began on April 29, 2025, under the symbol FLYY. Refer to "Notes to Consolidated Financial Statements—12. Equity" for additional information.

~~We secured a commitment from certain of our pre-petition debtholders (collectively~~Subsequently, ~~the~~on ~~“Exit RCF Lenders”) pursuant to that certain Commitment Letter~~September 2, ~~dated as of January 14,~~ 2025 ~~(the “Exit RCF Commitment Letter”)~~, towe ~~provide~~received upa tonotice ~~$300.0 million~~from ~~in financing in~~ the ~~form~~staff of aNYSE ~~senior~~Regulation ~~secured revolving credit facility~~ (~~the~~ “~~Exit~~NYSE ~~Revolving Credit Facility~~Regulation”). Wethat ~~will~~it ~~enter~~had ~~into~~commenced ~~the~~proceedings ~~Exit~~to ~~Revolving~~delist ~~Credit~~our ~~Facility~~Common ~~concurrently~~Stock ~~with emergence~~ from ~~the~~NYSE ~~Chapter~~American 11LLC ~~Cases.~~and ~~The~~that ~~Exit~~trading ~~Revolving~~in ~~Credit~~the ~~Facility~~Common isStock ~~comprised~~was ofimmediately ~~(i)~~suspended ~~commitments~~on bySeptember 2, ~~the~~2025. ~~Exit~~NYSE ~~RCF~~Regulation ~~Lenders~~decided tothat ~~provide~~we ~~revolving~~are ~~credit~~no ~~loans~~longer ~~and~~suitable ~~letters~~for oflisting ~~credit~~pursuant ~~in an aggregate amount equal~~ to ~~$275.0 million~~Section 1003(~~the “Exit RCF Commitments”~~c) ~~and~~ (iiiii) anof ~~uncommitted~~the ~~incremental~~NYSE ~~revolving~~American ~~credit~~Company ~~facility~~Guide inafter anwe ~~aggregate~~disclosed ~~amount~~in upour ~~to $25.0~~August ~~million.~~29, ~~Our~~2025 ~~uses~~Current ofReport ~~the~~on ~~proceeds~~Form of8-K ~~the~~that ~~Exit~~we ~~Revolving~~and ~~Credit~~our ~~Facility~~Debtor ~~shall~~affiliates ~~include,~~filed ~~among~~voluntary ~~other~~petitions ~~items,~~for ~~working~~reorganization ~~capital~~under ~~and~~the ~~other~~Bankruptcy ~~general~~Code ~~corporate~~in ~~needs of~~ the ~~Company~~Bankruptcy ~~and~~Court ~~our~~on ~~subsidiaries~~August 29, 2025.

~~Our~~NYSE ~~obligations~~American ~~under~~submitted an application to the ~~Exit~~U.S. ~~Revolving~~Securities ~~Credit~~and ~~Facility~~Exchange ~~will~~Commission beto ~~guaranteed~~delist bythe ~~each~~Common ~~subsidiary~~Stock upon completion of ~~the~~applicable ~~Company~~procedures. (We did not appeal the ~~“Guarantors”)~~determination and, therefore, we were delisted from NYSE American. InAs ~~addition~~a result of the suspension and delisting, our Common Stock is being traded in the ~~obligations~~OTC Pink Limited Market under the ~~Exit~~symbol ~~Revolving~~"FLYYQ". ~~Credit~~The ~~Facility~~OTC ~~will~~Pink beLimited ~~secured~~Market byis ~~perfected~~a ~~senior~~significantly ~~security~~more ~~interests~~limited market than NYSE American, and ~~liens~~quotation on ~~certain~~the ~~property~~OTC Pink Limited Market likely results in a less liquid market for existing and potential holders of ~~the~~our ~~Company~~Common Stock to trade in our Common Stock and could further depress the ~~Guarantors~~trading price of the Common Stock. We can provide no assurance that our Common Stock will continue to trade on this market, ~~subject~~whether broker-dealers will continue to ~~certain~~provide ~~exclusions~~public quotes of our Common Stock on this market, ~~exceptions~~or ~~and~~whether ~~carve~~the trading volume of our Common Stock will be sufficient to provide for an efficient trading market. The transition to over-~~outs~~the-counter markets will not affect our business operations.

~~Subject~~Restructuring toSupport certain exceptions and conditions, we will be obligated to prepay or offer to prepay, as the case may be, all or a portion of the obligations under the Exit Revolving Credit Facility with the net cash proceeds of certain asset sales, with cash from our balance sheet in order to remain in compliance with a collateral coverage ratio and concentration limits, in connection with a change of control and in connection with certain mergers with other airlines. The Exit Revolving Credit Facility will bear interest at a variable rate equal to our choice of (a) adjusted term SOFR plus 3.25% per annum or (b) alternate base rate plus 2.25% per annum.Agreement

On March 13, 2026, the Debtors entered into a Restructuring Support Agreement (“RSA”) with certain holders representing approximately (i) 74.6% of the aggregate principal amount of the new money term loans issued under the Company’s debtor-in-possession credit agreement, (ii) 71.8% of the roll-up DIP loans issued thereunder, and (iii) 60.0% of the Company’s non-rolled up PIK Toggle Senior Secured Notes due 2030. The RSA contemplates implementation of a restructuring through a proposed plan of reorganization (the “Proposed Plan”). The Debtors filed the Restructuring Support Agreement and the Plan with the Bankruptcy Court on March 13, 2026.

OnPursuant ~~November~~to ~~19,~~the ~~2024~~RSA, ~~Spirit~~the ~~began~~Company ~~soliciting~~will, ~~consents~~among ~~(the~~other ~~“Consent~~things, ~~Solicitation”~~(i) ~~with~~use ~~respect~~$150.0 million toof ~~the~~encumbered ~~Senior~~cash ~~Secured Notes~~ to ~~seek~~prepay ~~consents~~a toportion ~~remove~~of ~~certain~~the ~~bankruptcy~~DIP ~~remote~~term ~~provisions~~loans ~~from~~and ~~the~~related ~~agreements~~accrued ~~governing~~interest, ~~the~~(ii) ~~Senior~~maintain ~~Secured~~minimum ~~Notes.~~levels ~~The~~of ~~Consent~~encumbered ~~Solicitation~~cash ~~expired~~while atreceiving ~~5:00~~lender ~~p.m.,~~consent ~~New~~to ~~York~~access ~~City~~certain ~~time~~restricted accounts, onand ~~November~~(iii) ~~25,~~make ~~2024,~~a ~~and~~$100.0 million aspayment ofto ~~the~~holders ~~expiration~~of ~~date,~~allowed ~~Spirit~~DIP ~~had~~loan ~~received~~superpriority ~~valid~~claims ~~consents~~on ~~from~~the ~~holders~~effective ofdate ~~94.56%~~ of the ~~outstanding~~Proposed ~~aggregate~~Plan. ~~principal~~The ~~amount~~RSA ofalso contemplates that, on the ~~Senior~~Proposed ~~Secured~~Plan ~~Notes~~effective date, ~~which~~the ~~was~~reorganized ~~sufficient~~Company towill ~~approve~~issue ~~the~~new ~~proposed~~equity ~~amendments.~~interests Asprimarily ato ~~result~~holders of ~~receiving~~roll-up ~~the~~DIP ~~requisite~~loans, ~~consents~~subject to ~~the~~dilution ~~proposed~~for ~~amendments,~~a onmanagement ~~November~~incentive ~~25,~~plan ~~2024~~and certain settlement distributions, ~~Spirit~~and ~~entered~~approximately ~~into~~2% ~~amendments~~of new equity interests to ~~the~~holders ~~agreements~~of ~~governing~~prepetition secured notes, which may be issued in the ~~Senior~~form ~~Secured~~of ~~Notes~~warrants.

~~Automatic~~In ~~Stay~~addition, the Proposed Plan contemplates the issuance of new senior secured exit financing, including exit secured loans and ~~Other~~either ~~Protections~~(i) a $275.0 million senior secured revolving credit facility or (ii) a $75.0 million term loan facility and a $200.0 million reinstated revolving credit facility. The RSA also provides that distributable proceeds from specified asset sales will be distributed to holders of certain DIP claims in accordance with the Proposed Plan.

~~Subject~~The toRSA includes certain ~~exceptions~~milestones ~~under~~for the ~~Bankruptcy Code, pursuant to Section 362 of the Bankruptcy Code, the filing of Spirit’s~~ Chapter 11 ~~Case~~proceedings ~~automatically~~and ~~stayed~~ the ~~continuation~~Proposed ofPlan ~~most~~process, ~~legal~~and ~~proceedings~~may orbe ~~the~~terminated ~~filing~~under ofspecified ~~other~~circumstances, ~~actions~~including ~~against~~failure orto onsatisfy ~~behalf~~such ofmilestones ~~Spirit~~ or ~~our~~if ~~property~~the toCompany’s ~~recover~~board ~~on,~~determines ~~collect~~that orcontinued ~~secure~~performance awould ~~claim~~be ~~arising~~inconsistent ~~prior~~with toits ~~the~~fiduciary ~~Petition~~duties. ~~Date~~The orProposed toPlan ~~exercise~~remains ~~control~~subject ~~over~~to ~~property of Spirit’s bankruptcy estate~~amendment, ~~unless~~ and ~~until~~to ~~the~~ Bankruptcy Court ~~modifies~~approval orand ~~lifts~~ the ~~automatic~~satisfaction ~~stay~~of asvarious toconditions ~~any~~precedent, ~~such~~and ~~claim.~~therefore ~~Notwithstanding~~there ~~the~~can ~~general~~be ~~application~~no ofassurance that the ~~automatic~~transactions ~~stay~~contemplated ~~described above and other protections afforded~~ by the ~~Bankruptcy~~RSA ~~Code,~~or ~~governmental~~the ~~authorities~~Proposed ~~may~~Plan ~~determine~~will tobe ~~continue actions brought under their police and regulatory powers~~consummated.

NYSE Delisting

On November 18, 2024, we received the Delisting Notice from the New York Stock Exchange (the “NYSE”) notifying us that, as a result of the Chapter 11 Case and in accordance with NYSE Listed Company Manual Section 802.01D, the NYSE had determined that our shares of common stock would be delisted from the NYSE and that trading of our shares of common stock on NYSE was suspended immediately. As a result of the suspension and expected delisting, our shares of common stock commenced trading on the OTC Pink Market under the symbol “SAVEQ” on November 19, 2024. On December 5, 2024, NYSE filed a Form 25 for us in connection with the delisting of our shares of common stock from NYSE. The delisting became effective ten days after the Form 25 was filed. In accordance with Rule 12d2-2 of the Exchange Act, the deregistration of our shares of common stock under Section 12(b) of the Exchange Act will become effective 90 days after the date of the Form 25 filing.

Current Developments

Transformation Plan and Guest Experience Enhancements

In July 2024, we announced and began to execute on a significant transformation plan to de-risk our business, improve our financial performance and elevate the Guest experience with new enhanced benefits. Our transformation initiatives build on our longstanding commitment to deliver the best value in the sky. We are investing to improve every aspect of the Guest journey while delivering affordable prices and an exceptional Guest experience to value-conscious travelers. 7

As part of ~~this~~our ~~significant~~Transformation ~~transformation~~Plan, during 2025, we ~~introduced~~enhanced ~~four~~our ~~new~~Free ~~travel~~Spirit® ~~options,~~Loyalty ~~ranging~~Program ~~from~~and ~~elevated~~onboard toexperience ~~economical~~and toannounced ~~meet~~changes in the ~~needs~~naming of ~~all~~our ~~travelers~~travel options: Spirit First (formerly Go Big), GoPremium ~~Comfy,~~Economy (formerly Go ~~Savvy~~Comfy) and Value (formerly Go). These updates are part of our ongoing initiatives to provide more value and comfort, along with an enhanced Guest experience.

~~•Go~~Enhancements ~~Big~~to ~~offers~~our aFree ~~Big Front Seat~~Spirit®, ~~snacks~~program ~~and~~included ~~drinks,~~the including alcoholic beverages, one carry-on bag, one checked bag, priority check-in and boarding, and streaming Wi-Fi access. The Big Front Seat® features enhanced comfort with wider seats, extra legroom, additional seat cushioning and no middle seat.following:

•Goredemption ~~Comfy~~of ~~offers~~points ~~increased~~across ~~comfort~~all ~~and~~three ~~space~~travel ~~with~~options a(Spirit ~~guaranteed blocked middle seat~~First, ~~one~~Premium ~~carry-on~~Economy ~~bag, priority boarding~~ and ~~a snack and non-alcoholic beverage.~~Value)

•Gocomplimentary ~~Savvy~~seat ~~includes~~upgrades ~~one~~for ~~carry-on~~Free ~~bag~~Spirit Status and ~~standard~~co-branded ~~seat~~Mastercard ~~selection during booking.~~cardholders

•Goupgrade ~~offers~~benefit ~~the~~expanded ~~greatest affordability for those who want~~ to ~~keep~~one itadditional ~~simple,~~Guest ~~with~~on the ~~flexibility to purchase any of the following options: checked bags, standard seat selection, Wi-Fi and snacks and beverages.~~reservation

~~Additional~~•two ~~initiatives~~free wechecked ~~launched~~bags asfor ~~part~~Free ofSpirit ~~our~~Credit ~~transformation~~Cardholders ~~plan~~and ~~include:~~a new Free Spirit Debit Card scheduled to launch later this year

~~•Elimination~~These ofchanges ~~change~~are ordesigned ~~cancel~~to ~~fees~~build ~~for~~Guest ~~Guests~~loyalty, ~~who~~improve ~~book~~brand ~~our~~perception ~~bundled~~and ~~travel~~give ~~options,~~travelers ~~providing~~more ~~them~~opportunities ~~with~~to ~~greater~~experience ~~flexibility;~~and enjoy our premium options.

~~•Increased~~During ~~weight~~2025, ~~allowance~~we ~~for~~also ~~checked~~accomplished ~~bag~~several toof upour initial restructuring objectives including, but not limited to, 50the ~~pounds;~~following:

•~~Extension~~redesigned ~~of the expiration of~~ our ~~future~~network, ~~travel~~exiting ~~vouchers~~over to200 12underperforming ~~months~~markets ~~(for~~and ~~vouchers~~reallocated ~~issued~~capacity oninto orareas ~~after~~of ~~June 3, 2024);~~strength

•~~Debut~~reduced ~~of a priority check-in experience for Guests who purchase~~ our Gooperating ~~Big~~aircraft ~~travel~~fleet, ~~option~~reducing or our ~~Free~~balance ~~Spirit®~~sheet ~~Gold~~debt ~~members or Free Spirit World Elite Mastercard holders at more than 20 airports, including Atlanta (ATL), Las Vegas (LAS), Los Angeles (LAX), Miami (MIA), New York-LaGuardia (LGA)~~ and ~~Orlando~~lease ~~(MCO). This dedicated lane provides Guests with front-of-the-line access to the first available ticket counter agent;~~obligations

•~~Introduction~~right-sized ~~of a new boarding process, allowing for a more seamless journey for~~ our ~~Guests.~~workforce ~~The redesigned process includes five groups aimed~~ to ~~reduce~~align boarding time and enhance operational performance. Priority boarding is available for Guests who choose the Go Big and Go Comfy options, Free Spirit Gold and Silver members, Free Spirit World Elite Mastercard holders and active-duty U.S. service members, and their spouses and children when traveling with ~~the~~reduced ~~service member.~~operations

~~JetBlue~~•restructured ~~Merger~~agreements with our pilots and flight attendants

On•reduced ~~March~~our 4selling, ~~2024,~~general weand ~~announced~~administrative ~~that~~overhead our merger agreement with JetBlue Airways Corporation (“JetBlue”) had been terminated by mutual agreement. This termination followed the United States District Court for the District of Massachusetts granting a permanent injunction against the merger on January 16, 2024.expenses

As•repositioned ~~part~~our ~~of the termination~~brand, ~~JetBlue~~shifting ~~paid~~from ussolely ~~$69.0~~budget ~~million.~~travelers ~~While~~to ~~the~~value-seeking ~~merger agreement was in effect, our stockholders received approximately $425 million in total prepayments.~~customers

Pratt & Whitney

On July 25, 2023, RTX Corporation, the parent company of Pratt & Whitney, announced that it had determined that a rare condition in the powdered metal used to manufacture certain engine parts will require accelerated inspection of the PW 1100G-JM geared turbo fan (“GTF”) fleet, which powers ~~our~~the Company's A320neo family of aircraft. As a result, we removed GTF engines from service and grounded some of our A320neo aircraft for inspection requirements.

On ~~March 26~~June 4, ~~2024~~2025, we entered into an agreement ( the “"Agreement”") with International Aero Engines, LLC (“"IAE”"), an affiliate of Pratt & Whitney, pursuant to which IAE provided us with a monthly credit, subject to certain conditions, as compensation for each of our aircraft unavailable for operational service due to GTF engine issues from ~~October~~January 1, ~~2023~~2025 through December 31, 2025. The credits are accounted for as vendor consideration in accordance with ASC 705-20 and are recognized as a reduction of the ~~end~~purchase price of ~~2024.~~the goods or services acquired from IAE during the period, which may include the purchase of maintenance, spare engines and short-term rentals of spare engines, based on an allocation that corresponds to our progress towards earning the credits.

~~The~~As ~~credits~~of ~~were~~December 31, ~~accounted~~2025, ~~for~~Pratt as& ~~vendor~~Whitney ~~consideration~~issued us $135.3 million in ~~accordance~~credits ~~with~~related ~~ASC~~to ~~705-20~~the aircraft on ground ("AOG") days through December 31, 2025. Of the total credits recognized as of December 31, 2025, $103.7 million and $6.0 million were ~~recognized~~recorded in the Successor Period and the Current Predecessor Period, respectively, as a reduction ofin the ~~purchase~~cost ~~price~~basis of assets purchased from IAE within flight equipment and deferred heavy maintenance, net on our consolidated balance sheets. In addition, during the ~~goods~~Successor orPeriod ~~services~~and ~~acquired~~the ~~from~~Current ~~IAE~~Predecessor Period, the Company recorded $21.0 million and $4.6 million, respectively, in credits on our consolidated statements of operations within maintenance, materials and repairs and aircraft rent expenses. In addition, during the ~~period~~Successor Period and the Current Predecessor Period, ~~which~~the ~~included~~Company recognized lower depreciation and amortization expense of $24.3 million and $6.1 million, respectively, related to credits recognized under the ~~purchase~~2024 and 2025 Agreements with IAE, as a reduction of the cost basis of assets purchased from IAE recorded within our consolidated statements of operations. For additional information refer to "Notes to Consolidated Financial Statements—18. Commitments, Contingencies and Other Contractual Arrangements."

In connection with our ongoing 2025 Chapter 11 Bankruptcy Proceedings, the lease agreements related to certain aircraft subject to these inspections were rejected as part of the bankruptcy process and we did not receive any additional credits under this agreement related to these aircraft.

~~maintenance,~~ ~~spare~~In ~~engines and short-term rentals of spare engines~~addition, ~~based on an allocation that corresponds to our progress towards earning the credits. Pratt & Whitney agreed to issue us $150.6 million~~ in ~~credits~~connection ~~related~~with to the ~~aircraft~~Chapter on11 ~~ground ("AOG") days through December 31~~Cases, ~~2024, of which the entire amount was recognized in 2024. As of December 31, 2024,~~ we ~~recorded~~entered ~~$122.2 million~~into ~~of credits as~~ a ~~reduction~~restructuring interm ~~the~~sheet ~~cost~~with ~~basis of assets purchased from~~ IAE ~~within flight equipment and deferred heavy maintenance~~, ~~net~~dated ~~on our consolidated balance sheets. During the twelve months ended~~ December ~~31,~~ ~~2024~~3, ~~we recorded $28.4 million of these credits on our consolidated statements of operations within maintenance~~2025, ~~materials~~ and ~~repairs~~subsequently ~~and~~entered ~~aircraft~~into ~~rent.~~a Indefinitive ~~addition,~~agreement ~~during~~on ~~the twelve months ended December~~February 314, ~~2024,~~2026. For weadditional ~~recognized~~information ~~lower~~refer ~~depreciation~~to ~~expense~~"Notes ~~of $11.4 million related~~ to ~~credits~~Consolidated ~~recognized~~Financial asStatements—3. a2025 ~~reduction~~Chapter of11 ~~the~~Bankruptcy ~~cost basis of assets purchased from IAE in depreciation and amortization within our consolidated statements of operations~~Proceedings. "

The temporary removal of engines from service is expected to continue through at least 2026. We are currently discussing arrangements with Pratt & Whitney for any of our aircraft that remain unavailable for operational service after December 31, 2024.

Aircraft Sale

On October 29, 2024, we entered into an aircraft sale and purchase agreement with GA Telesis, LLC (“GAT”) for the sale of 23 A320ceo and A321ceo aircraft to GAT, of which 2 were sold in December 2024. Currently these aircraft are not being utilized within the operation and are available for immediate sale. Refer to “Notes to Consolidated Financial Statements— 1. Summary of Significant Accounting Policies" for additional information.

Summary Risk Factors

Our business is subject to a number of risks, ~~including~~and ~~risks~~uncertainties that ~~may~~you ~~prevent~~should usunderstand ~~from~~before ~~achieving~~making ~~our~~an ~~business~~investment ~~objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects~~decision. These risks are discussed more fully in Item 1A. Risk Factors herein. These risk factors include, but are not limited to, the following:

•~~Our~~our Chapter 11 ~~reorganization cases under the~~ Bankruptcy ~~Code~~;

•~~The~~our ~~competitiveness~~securities and the volatility of our ~~industry;~~stock price;

•~~Volatility in fuel costs or significant disruptions in~~ the ~~supply~~competitiveness of ~~fuel~~our industry;

•~~Adverse~~volatility ~~domestic~~in orfuel ~~global~~costs ~~economic~~or ~~conditions~~significant ondisruptions ~~our~~in ~~business,~~the ~~results~~supply of ~~operations and financial condition, including our ability to obtain financing or access capital markets~~fuel;

•~~Factors~~adverse ~~beyond~~domestic ~~our~~or ~~control,~~global ~~including~~economic ~~air~~conditions ~~traffic~~on ~~congestion~~our ~~at airports~~business, ~~air~~results ~~traffic~~of ~~control~~operations ~~inefficiencies,~~and ~~major~~financial ~~construction or improvements at airports~~condition, ~~adverse~~including ~~weather~~our ~~conditions,~~ability ~~increased~~to ~~security~~obtain ~~measures,~~financing ~~new travel related taxes~~ or ~~the~~access ~~outbreak~~capital ~~of disease~~markets;

•~~Increased~~factors ~~labor~~beyond ~~costs~~our control, ~~union~~including ~~disputes~~air traffic congestion at airports, ~~employee~~air ~~strikes~~traffic ~~and~~control ~~other~~inefficiencies, ~~labor~~major construction or improvements at airports, adverse weather conditions, increased security measures, new travel-related ~~disruption~~taxes or the outbreak of disease;

•~~Our~~increased ~~maintenance~~labor costs, ~~which~~union ~~will~~disputes, ~~increase~~employee asstrikes ~~our~~and ~~fleet~~other ~~ages~~labor-related disruption;

•~~The~~our ~~extensive~~maintenance ~~regulation by the FAA~~costs, ~~DOT,~~which ~~TSA~~will ~~and~~ultimately ~~other~~increase ~~U.S.~~on ~~and~~a ~~foreign~~per-unit ~~governmental~~basis ~~agencies~~as toour ~~which~~fleet ~~we are subject~~ages;

•~~Our~~the ~~reliance~~extensive onregulation ~~technology~~by the FAA, DOT, TSA and ~~automated~~other ~~systems~~U.S. and foreign governmental agencies to ~~operate~~which ~~our~~we ~~business~~are subject;

•~~Our~~our reliance on ~~third-party~~technology ~~service~~and ~~providers~~automated tosystems ~~perform functions integral~~ to operate our ~~operations, including ground handling, fuel, catering, passenger handling, engineering, maintenance, refueling, reservations and other services~~business;

•~~Our~~our reliance on athird-party ~~limited~~service ~~number~~providers ofto ~~suppliers~~perform ~~for~~functions integral to our ~~aircraft~~operations, including ground handling, fuel, catering, passenger handling, engineering, maintenance, refueling, reservations and ~~engines~~other services;

•~~Reduction~~our inreliance ~~demand~~on ~~for~~a ~~air~~limited ~~transportation,~~number ~~or governmental reduction or limitation~~ of ~~operating~~suppliers ~~capacity,~~for inour ~~the~~aircraft ~~domestic~~and ~~U.S., Caribbean or Latin American markets~~engines;

•~~The~~reduction ~~success~~in ofdemand ~~the~~for ~~Free~~air ~~Spirit~~transportation, ~~Program~~or ~~and~~governmental reduction or limitation of operating capacity, in the ~~Spirit~~domestic ~~Saver$~~U.S., ~~Club®~~Caribbean or Latin American markets;

•~~Our~~the ~~significant~~success ~~amount~~ of ~~aircraft-related~~the ~~fixed~~Free ~~obligations~~Spirit ~~and~~Program ~~additional debt that we have incurred,~~ and ~~may~~the ~~incur~~Spirit inSaver$ ~~the future~~Club®;

•~~Our~~our ~~ability~~significant toamount ~~maintain~~of ~~relationships~~aircraft-related ~~with~~fixed ~~our~~obligations ~~general~~and ~~unsecured~~debt ~~creditors,~~that ~~employees,~~we ~~customers,~~have ~~vendors~~incurred, ~~suppliers,~~and ~~aircraft~~may ~~lessors,~~incur ~~holders~~in ofthe ~~secured aircraft indebtedness and other third parties~~future;

•~~Our~~our ability to ~~attract~~maintain relationships with our general unsecured creditors, employees, customers, vendors, suppliers, aircraft lessors, holders of secured aircraft indebtedness and ~~retain~~other ~~key~~third ~~personnel~~parties; and

9•our ability to attract and retain key personnel.

•Our ability to compete effectively during the transition to a new board of directors.

Our Business Model

Our value-focused business model provides Guests with an enhanced experience and a range of travel options across price points. Our increased investment in the Guest experience and introduction of new premium options allow us to attract more travelers and compete in the premium category with our GoSpirit ~~Big~~First and GoPremium ~~Comfy~~Economy options, while still serving travelers seeking the greatest affordability with our GoValue ~~Savvy and Go options~~option. Our transformation, launched in 2024, has led to our highest net promoter score (“NPS”) in our history, indicating increased Guest satisfaction.

We strive to be recognized by Guests and potential Guests as a leader in delivering a high-value experience, while providing exceptional Guest service and a variety of travel options. We use low fares to attract value-conscious travelers to help drive high passenger volumes and load factors on the flights we operate. We have high-density seating configurations on our aircraft, which contributes to keeping our unit costs among the lowest in the industry. High passenger volumes and high load factors help increase our sales of ancillary products and services, which, together with our premium travel options, drive increased revenue while still offering competitively priced fares.

We continue to evolve and transform our business model. Before shifting our focus to becoming a value carrier with a broader range of travel options, we operated with an ultra-low-cost structure, which historically allowed us to maintain high profit margins while offering low base fares. Operating at high fleet utilization levels was a primary contributor to our ultra-low-cost structure. Following the COVID-19 pandemic, lower fleet utilization as well as wage and other inflationary pressures increased our operating costs. In addition, following the COVID-19 pandemic, the industry has experienced large capacity increases, leading to increased competition in the markets we serve and resulting in a decrease of our average fares. Together, higher costs and lower fares produced large net losses. In 2024, we began to implement a significant transformation plan to improve our financial performance and elevate the Guest experience with new enhanced benefits.9

We ~~believe~~continue into ~~being~~evolve ~~fully~~and ~~transparent~~transform ~~and~~our ~~allow~~business model. Before shifting our ~~Guests~~focus to ~~see~~becoming ~~all~~a ~~available~~value carrier with a broader range of travel options, we operated with an ultra-low-cost structure, which historically allowed us to maintain high profit margins while offering low base fares. Operating at high fleet utilization levels was a primary contributor to our ultra-low-cost structure. Following the COVID-19 pandemic, lower fleet utilization as well as wage and ~~their~~other ~~respective~~inflationary ~~prices~~pressures ~~prior~~increased our operating costs. In addition, following the COVID-19 pandemic, the industry experienced large capacity increases, leading to ~~purchasing~~increased competition in the markets we serve and resulting in a ~~ticket~~decrease of our average fares. Together, higher costs and lower fares produced large net losses. In 2024, we began to implement a significant transformation plan to improve our financial performance and elevate the Guest experience with new enhanced benefits.

We believe in being fully transparent and allow our Guests to see all available options and their respective prices prior to purchasing a ticket. Through branded campaigns, we educate the public on how our transformation has elevated the Guest experience and how our new travel options provide a range of choices from premium to economical. Guests can choose from our enhanced bundled options such as GoSpirit ~~Big,~~First Goor ~~Comfy~~Premium ~~and~~Economy, ~~Go Savvy~~ or choose Value, our unbundled option, ~~Go,~~ with the greatest flexibility to choose only the options they want to purchase. We show our commitment to delivering enhanced value by continuing to improve every aspect of the Guest experience, including an updated cabin interior with ergonomically-designed seats, self-bag tagging in most airports to reduce check-in processing time, and the choice of increased flexibility with travel options that include no change and cancel fees.

Our Strengths

We believe our low unit operating costs combined with our enhanced travel options and high passenger volumes allow us to compete successfully in the airline industry.

Low Cost Structure. While we have experienced increased pressure on our unit costs ~~over~~since ~~the last four years~~2019, our unit operating costs are still among the lowest of all airlines operating in the United States. We believe this unit cost advantage helps protect our market position and enables us to offer highly competitive pricing in our markets. Our operating ~~costs~~cost per available seat mile ("CASM") ofwas 11.3543 cents in ~~2024~~2025, ~~was~~among ~~significantly~~the ~~lower~~lowest ~~than those~~ of ~~the~~all major ~~domestic~~U.S. ~~network~~airlines ~~carriers~~ and ~~among~~significantly ~~the~~lower ~~lowest~~than those of the ~~domestic~~major ~~low-cost~~U.S. ~~carriers~~network airlines. We achieve these low unit operating costs in large part due to:

•high-density seating configurations on our aircraft;

•minimal hub-and-spoke network inefficiencies;

•highly productive workforce;

•opportunistic outsourcing of operating functions;

•operating a single-fleet type of Airbus A320-family aircraft ~~that is one of the youngest~~ and ~~most fuel efficient in the United States and~~ operated by common flight crews;

•reduced sales, marketing and distribution costs through direct-to-consumer marketing;

•efficient flight scheduling; and

•a company-wide business culture that is keenly focused on driving costs lower.

~~Innovative~~ Revenue Generation. We offer a variety of travel options that enable our Guests to select the travel experience they want. They can choose one of our enhanced bundled options with the opportunity to buy additional products or services, or choose our unbundled option which provides Guests with the greatest flexibility to identify, select and pay for only the products and services they want to use. We strive to maximize our revenue generation by:

•offering a variety of travel options;

•selling ancillary products and services such as checked and carry-on bags and advanced seat selections;

•applying dynamic pricing to all travel options as well as ancillary products and services;

•generating subscription revenue from our Spirit Saver$ Club®;

•deriving brand-based revenues from proprietary services, such as our Free Spirit affinity credit card program;

•offering third-party travel products (travel packages), such as hotel rooms, ground transportation (rental and hotel shuttle products) and attractions (show or theme park tickets) packaged with air travel on our website; and

•selling third-party travel insurance through our website.

Our Network. We have developed a ~~substantial~~ network of destinations in U.S. domestic markets, Latin America and the Caribbean, and high-volume routes flown by value-conscious travelers. Our network supports the company's business strategy based on current market and operating conditions, by focusing on the best performing, most profitable routes.

Experienced International Operator. We believe we have substantial experience in foreign aviation, security and customs regulations, local ground operations and flight crew training required for successful international and overwater flight operations. All of our aircraft are certified for overwater operations. We have been conducting international flight operations since 2003 and have developed substantial experience in complying with the various regulations and business practices in the international markets we serve. During 2024, 2023 and 2022, no revenue from any one foreign country represented greater than 4% of our total passenger revenue. We attribute operating revenues by geographic region based upon the origin and destination of each passenger flight segment.10

Experienced International Operator. We believe we have substantial experience in foreign aviation, security and customs regulations, local ground operations and flight crew training required for successful international and overwater flight operations. All of our aircraft are certified for overwater operations. We have been conducting international flight operations since 2003 and have developed substantial experience in complying with the various regulations and business practices in the international markets we serve. During 2025, 2024 and 2023, no revenue from any one foreign country represented greater than 4% of our total passenger revenue. We attribute operating revenues by geographic region based upon the origin and destination of each passenger flight segment.

Loyalty Programs

We operate the Spirit Saver$ Club®, which is a subscription-based loyalty program that allows members access to unpublished, extra-low fares as well as discounted prices on bags and seats, shortcut boarding and security, and exclusive offers on hotels, rental cars and other travel necessities. We also operate the Free Spirit loyalty program (the “Free Spirit Program”), which attracts members and partners and builds customer loyalty for us by offering a variety of awards, benefits and services. Free Spirit Program members earn and accrue points for dollars spent on our flights and services from non-air partners such as retail merchants, hotels or car rental companies or by making purchases with credit cards issued by partner banks and financial services providers. Points earned and accrued by Free Spirit Program members can be redeemed for travel awards such as free (other than taxes and government-imposed fees), discounted or upgraded travel.

Route Network

During ~~2024~~2025, we strategically reduced and re-worked our route network, ~~included~~exiting over ~~440~~200 underperforming routes and ending service to 14 destinations. We reallocated capacity to areas of strength, maintaining the opportunity to profitably grow them further in the future, and improved market timings. At the end of 2025, we operated in over 427 markets served by 8789 airports throughout the United States, Latin America and the Caribbean. For more details on the destinations to which we fly, refer to our route map on our website, www.spirit.com/en/route-map. As part of our business model, we employ a rigorous process to identify opportunities to grow our network where we believe we will be most profitable.

Competition

The airline industry is highly competitive. As of December 31, 2025, our top four largest network overlaps, as measured by overlapping available seat miles in metro markets, were with Southwest Airlines, Frontier Airlines, American Airlines and Delta Air Lines. The principal competitive factors in the airline industry are fare pricing, total price, flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, code-sharing relationships and loyalty programs and redemption opportunities. We typically compete in markets served by traditional U.S. network airlines, and other low-cost carriers, and, to a lesser extent, regional airlines.

AsThe ofairline ~~December 31~~industry is particularly susceptible to price discounting because, ~~2024~~once a flight is scheduled, ~~our~~airlines ~~top~~incur ~~three~~only ~~largest~~nominal ~~network~~incremental ~~overlaps~~costs to provide service to passengers occupying otherwise unsold seats. The expenses of a scheduled aircraft flight do not vary significantly with the number of passengers carried and, as ~~measured~~a byresult, ~~overlapping~~a ~~available~~relatively ~~seat~~small ~~miles~~change in ~~metro~~the ~~markets~~number of passengers or in pricing could have a disproportionate effect on an airline’s operating and financial results. Price competition occurs on a market-by-market basis through price discounts, ~~are~~changes ~~with~~in ~~American~~pricing ~~Airlines~~structures, ~~Southwest~~fare ~~Airlines~~matching, target promotions and ~~Frontier~~loyalty initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods to generate cash flow and to maximize TRASM. ~~Our~~The ~~principal~~prevalence ~~competitive~~of ~~advantage~~discount isfares ~~our~~can ~~relative~~be ~~cost~~particularly ~~advantage~~acute ~~which~~when ~~allows~~a uscompetitor has excess capacity that it is unable to ~~offer~~fill ~~all-in~~at ~~prices~~higher rates. A key element to our ~~Guests~~competitive atstrategy ~~price~~is ~~levels~~to ~~where~~maintain welow ~~can~~unit costs in order to permit us to compete ~~effectively~~successfully in price-sensitive markets.

The airline industry is particularly susceptible to price discounting because, once a flight is scheduled, airlines incur only nominal incremental costs to provide service to passengers occupying otherwise unsold seats. The expenses of a scheduled

aircraft flight do not vary significantly with the number of passengers carried and, as a result, a relatively small change in the number of passengers or in pricing could have a disproportionate effect on an airline’s operating and financial results. Price competition occurs on a market-by-market basis through price discounts, changes in pricing structures, fare matching, target promotions and loyalty initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods to generate cash flow and to maximize TRASM. The prevalence of discount fares can be particularly acute when a competitor has excess capacity that it is unable to fill at higher rates. A key element to our competitive strategy is to maintain very low unit costs in order to permit us to compete successfully in price-sensitive markets.

Seasonality

Our business is subject to significant seasonal fluctuations~~. We~~ ~~generally~~particularly ~~expect~~around ~~demand~~summertime ~~to be greater in the second~~ and ~~third~~peak ~~quarters~~holiday ~~each year due to more vacation travel during these~~ periods~~, as compared to the rest of the year~~. The air transportation business is also volatile and highly affected by economic cycles and trends.

Distribution

The majority of our tickets are sold through direct channels, including online via www.spirit.com, our call center and our airport ticket counters, with www.spirit.com being the primary channel. We also partner with a number of third parties to distribute our tickets, including online and traditional travel agents and electronic global distribution systems.

Guests

We believe our Guests are primarily leisure travelers who make their purchase decision based largely on value. By maintaining a low-cost structure, we have historically been able to successfully sell tickets at lower fares while maintaining a strong profit margin. However, industry capacity increases and changes in the demand environment over the last 5 years have led to increased competition in the markets we serve and resulted in a decrease in our average fares. In 2025, we began to benefit from the enhancements to our product offerings, network changes and other transformation initiatives resulting in an increase in our average fare compared to 2024.

Guest Service

We are committed to providing exceptional service for our Guests. By focusing on Guest service across all aspects of our operations, including personnel, flight equipment, in-flight amenities, ancillary services, on-time performance, flight completion ratios and baggage handling, we aim to foster customer loyalty and attract new travelers. We continuously work to enhance our operations, ensuring consistent improvement in the Guest experience.

Fleet

We fly only Airbus A320 family aircraft, which provides us with significant operational and cost advantages compared to airlines that operate multiple aircraft types. By operating a single aircraft type, we avoid the incremental costs of training crews across multiple types. Flight crews are entirely interchangeable across all of our aircraft, and maintenance, spare parts inventories and other operational support ~~remains~~remain highly simplified compared to those airlines with more complex fleets. Due to this commonality among Airbus single-aisle aircraft, we can retain the benefits of a fleet comprised of a single type of aircraft while still having the flexibility to match the capacity and range of the aircraft to the demands of each route.

As of December 31, ~~2024~~2025, we had a fleet of ~~213~~131 Airbus single-aisle aircraft ~~(including 21 aircraft recorded as assets held for sale on our consolidated balance sheets as of December 31~~, ~~2024),~~ which are commonly referred to as “A320 family” aircraft. ~~Refer to “Notes to Consolidated Financial Statements—1. Summary of Significant Accounting Policies” for additional information on the 21 aircraft recorded as assets held for sale.~~ A320 family aircraft include the ~~A319,~~ A320 and A321 models, which have broadly common design and equipment but differ most notably in fuselage length, service range and seat capacity. Within the A320 family of aircraft, models using existing engine technology may carry the suffix “ceo,” denoting the “current engine option,” while models equipped with new-generation engines may carry the suffix “neo,” denoting the “new engine option.” As of December 31, ~~2024~~2025, our fleet consisted of 262 ~~A319ceos, 63~~ A320ceos, 9119 A320neos, 29 A321ceos and 2821 A321neos, and the average age of the fleet was approximately 5.8 years. Refer to "Notes to Consolidated Financial Statements—15. Leases" for discussion of aircraft lease rejections. As of December 31, ~~2024~~2025, we owned 4948 aircraft, of which 2221 aircraft were financed through fixed-rate long-term debt, and 27 aircraft were financed through enhanced equipment trust certificates ("EETCs"). As of December 31, ~~2024~~2025, we had ~~164~~83 leased aircraft, of which ~~146~~70 aircraft were financed under operating leases and 1813 aircraft would have been deemed finance leases resulting in failed sale leaseback transactions. In addition, as of December 31, ~~2024~~2025, we had 516 spare engines financed under operating leases and owned 3218 spare engines. Refer to “Notes to Consolidated Financial Statements—1314. Debt and ~~Other~~other Obligations” ~~and “Notes to Consolidated Financial Statements—14. Leases”~~ for additional information.

12On October 29, 2024, we entered into an aircraft sale and purchase agreement with GA Telesis, LLC ("GAT") for the sale of 23 A320ceo and A321ceo aircraft, of which two were sold in December 2024 and one was sold in July 2025. During the third quarter of 2025, we reassessed the classification of the remaining 20 A320ceo and A321ceo aircraft that were previously recorded as held for sale as the original sales agreement for these aircraft expired during the third quarter of 2025, and as of December 31, 2025, we retained the assets for ongoing use in our operations. As the criteria for held for sale classification under ASC 360 are no longer met, we have reclassified the aircraft to property and equipment on our consolidated balance sheets as they will be held and used. Refer to “Notes to Consolidated Financial Statements—1. Summary of Significant Accounting Policies" for additional information.

On ~~December 20~~October 10, ~~2019~~2025, wepursuant ~~entered~~to ~~into~~the anglobal ~~A320~~restructuring ~~NEO~~term ~~Family~~sheet ~~Purchase~~with ~~Agreement~~AerCap, ~~with~~we ~~Airbus~~assumed ~~S.A.S.~~10 ~~("Airbus")~~of ~~for~~our ~~the~~current ~~purchase~~aircraft ofleases ~~100~~and ~~new~~rejected ~~Airbus~~27 ~~A320neo~~of ~~family~~our current aircraft, ~~with~~leases ~~options~~and towill ~~purchase~~also upenter tointo 5030 ~~additional~~new lease agreements for Airbus A320 or A321 aircraft. ~~This~~Refer ~~agreement~~to ~~included~~"Notes ato ~~mix~~Consolidated ofFinancial ~~Airbus~~Statements— ~~A319neo,~~3. ~~A320neo~~2025 ~~and~~Chapter ~~A321neo~~11 ~~aircraft~~Bankruptcy ~~with~~Proceedings," ~~such~~for ~~aircraft~~discussion ~~scheduled~~of ~~for~~the ~~delivery~~aircraft ~~through~~future ~~2027~~deliveries.

OnDuring ~~April~~the 3,third ~~2024~~quarter of 2021, we entered into ~~Amendment~~an ~~No.~~Engine 7Purchase ~~(the~~Support ~~“2024~~Agreement ~~Amendment”)~~that torequires ~~the~~us ~~A320~~to ~~NEO~~purchase ~~Family~~a ~~Purchase~~certain ~~Agreement,~~number ~~dated as~~ of ~~December~~spare ~~20,~~engines ~~2019~~in ~~(the~~order ~~“Airbus~~to ~~Purchase~~maintain ~~Agreement”)~~a ~~with~~contractual ~~Airbus.~~ratio ~~The~~of ~~2024~~spare ~~Amendment~~engines ~~(i)~~to ~~defers all~~ aircraft ~~on order that are scheduled to be delivered~~ in the ~~second~~fleet. ~~quarter~~As of December 31, 2025, ~~through~~we ~~the~~are ~~end~~committed ~~of 2026~~ to ~~2030~~purchase ~~through~~10 ~~the~~PW1100G-JM ~~end~~spare ofengines, ~~2031~~with ~~and~~deliveries ~~(ii) adjusts the delivery periods of option aircraft from 2027~~ through ~~2029 to 2029 through 2031~~2028.

On July 30, 2024, we entered into a direct lease transaction (the “Direct Lease Transaction”) with AerCap Holdings N.V. (“AerCap”) for 36 aircraft scheduled for delivery between 2027 and 2028 (the “Leased Aircraft”) which were originally part of our order book. Under the terms of the transaction, AerCap will assume the delivery positions for the Leased Aircraft and related pre-delivery payment ("PDP") obligations. AerCap agreed to lease each Leased Aircraft to us upon delivery by Airbus. Each of the leases will have fixed rent payments.

On October 29, 2024, the Company entered into an aircraft sale and purchase agreement with GAT for the sale of 23 A320ceo and A321ceo aircraft to GAT, of which 2 were sold in December 2024. Refer to “Notes to Consolidated Financial Statements—1. Summary of Significant Accounting Policies" for additional information.

As of December 31, 2024, our firm aircraft orders consisted of 55 A320 family aircraft with Airbus, including A320neos and A321neos, with deliveries expected through 2031. As of December 31, 2024, we had secured financing for three aircraft, scheduled for delivery from Airbus through 2025 which will be financed through sale leaseback transactions. We did not have financing commitments in place for the remaining 52 Airbus aircraft currently on firm order through 2031. However, we signed a financing letter of agreement with Airbus which provides backstop financing for a majority of the aircraft included in the Airbus Purchase Agreement. The agreement provides a standby credit facility in the form of senior secured mortgage debt financing. In addition, as of December 31, 2024, we had agreements in place for the delivery of 39 direct operating leases of A320neos and A321neos with third-party lessors, expected through 2028.

During the third quarter of 2021, we entered into an Engine Purchase Support Agreement which requires us to purchase a certain number of spare engines in order to maintain a contractual ratio of spare engines to aircraft in the fleet. As of December 31, 2024, we are committed to purchase 16 PW1100G-JM spare engines, with deliveries through 2031. The firm aircraft orders provide for capacity growth as well as the flexibility to add to, or replace, the aircraft in our present fleet. We may elect to supplement these deliveries by additional acquisitions from the manufacturer or in the open market if demand conditions merit. We also may adjust or defer deliveries, or change models of aircraft in our delivery stream, from time to time, as a means to match our future capacity with anticipated demand and growth trends.

Consistent with our business model, each of our aircraft is configured with a high-density seating configuration, which helps us maintain a lower unit cost. Our high-density seating configuration accommodates more passengers than those of most of our competitors when comparing the same type of aircraft.

Maintenance and Repairs

We maintain our aircraft in accordance with an FAA-approved maintenance program built from the manufacturers recommended maintenance schedule and maintained by our Technical Services department. Our maintenance technicians undergo extensive initial and recurrent training to ensure the safe operation of our aircraft. For the seventh year in a row, we have achieved the FAA’s highest award for Technical Training, the Diamond Award of Excellence. This award is only achieved if 100% of technicians receive the FAA’s Aircraft Maintenance Technician (“AMT”) Certificate of Training.12

~~Aircraft~~We ~~maintenance~~maintain and repair consists of routine and non-routine maintenance, and work performed is divided into three general categories: line maintenance, heavy maintenance and component service. Line maintenance consists of routine daily and weekly scheduled maintenance checks on our aircraft, ~~including~~in ~~pre-flight,~~accordance ~~daily,~~with ~~weekly and overnight checks, and any diagnostics and routine repairs and any unscheduled items on~~ an asFAA-approved ~~needed basis. Additionally,~~ maintenance program ~~tasks~~built ~~that~~from ~~may~~the ~~take~~manufacturers uprecommended ~~to two years to fully complete are performed periodically in line~~ maintenance atschedule ~~scheduled~~and ~~day~~maintained ~~visits~~by orour ~~segmented~~Technical ~~into~~Services ~~overnight work packages~~department. ~~Line~~Our maintenance ~~events~~technicians ~~are~~undergo ~~currently~~extensive ~~serviced~~initial ~~by in-house mechanics supplemented by contract labor~~ and ~~are~~recurrent ~~primarily~~training ~~completed~~to atensure ~~airports~~the wesafe ~~currently~~operation ~~serve. Heavy airframe maintenance checks consist~~ of aour ~~series of more complex tasks that generally can take from one to four weeks to accomplish and typically are required approximately every 36 months~~aircraft. ~~Heavy~~For ~~engine~~the ~~maintenance~~eighth isyear ~~generally~~in ~~performed every six years and includes~~ a ~~more complex scope of work. Due to our relatively small fleet size and projected changes to our fleet~~row, we ~~believe~~have ~~outsourcing~~achieved ~~all~~the ofFAA’s ~~our~~highest ~~heavy~~award ~~maintenance~~for ~~activity,~~Technical ~~such as engine servicing~~Training, ~~heavy airframe maintenance checks, major part repair and component service repairs is more economical. Outsourcing eliminates~~ the ~~substantial~~Diamond ~~initial~~Award ~~capital~~of ~~requirements inherent in heavy aircraft maintenance~~Excellence. WeThis ~~have~~award ~~entered~~is ~~into~~only aachieved ~~long-term~~if ~~flight~~100% ~~hour~~of ~~agreement~~technicians ~~for~~receive the ~~majority~~FAA’s ofAircraft ~~our~~Maintenance ~~current~~Technician ~~fleet~~(“AMT”) ~~with~~Certificate ~~IAE~~of ~~and Pratt &~~ Training.

13Aircraft maintenance and repair consists of routine and non-routine maintenance, and work performed is divided into three general categories: line maintenance, heavy maintenance and component service. Line maintenance consists of routine daily and weekly scheduled maintenance checks on our aircraft, including pre-flight, daily, weekly and overnight checks, and any diagnostics and routine repairs and any unscheduled items on an as needed basis. Additionally, maintenance program tasks that may take up to two years to fully complete are performed periodically in line maintenance at scheduled day visits or segmented into overnight work packages. Line maintenance events are currently serviced by in-house mechanics supplemented by contract labor and are primarily completed at airports we currently serve. Heavy airframe maintenance checks consist of a series of more complex tasks that generally can take from one to four weeks to accomplish and typically are required approximately every 36 months. Heavy engine maintenance is generally performed every six to nine years and includes a more complex scope of work. Due to our relatively small fleet size and projected changes to our fleet, we believe outsourcing all of our heavy maintenance activity, such as engine servicing, heavy airframe maintenance checks, major part repair and component service repairs is more economical. Outsourcing eliminates the substantial initial capital requirements inherent in heavy aircraft maintenance. We have entered into a long-term flight hour agreement for the majority of our current fleet with IAE and Pratt & Whitney for our engine overhaul services and with various maintenance providers on an hour-by-hour basis for component services. We outsource our heavy airframe maintenance to FAA-qualified maintenance providers.

~~Whitney~~Our ~~for~~maintenance ~~our~~costs ~~engine~~are ~~overhaul~~expected ~~services~~to ~~and~~increase ~~with~~as ~~various~~the ~~maintenance~~scope ~~providers~~of onrepairs anincreases ~~hour-by-hour~~with ~~basis~~the ~~for~~increasing ~~component~~age ~~services.~~of Weour ~~outsource~~fleet. As our ~~heavy~~aircraft ~~airframe~~age, scheduled scope of work and frequency of unscheduled maintenance events are likely to ~~FAA-qualified~~increase ~~maintenance~~like ~~providers~~any maturing fleet. Our aircraft utilization rate could decrease with the increase in aircraft maintenance.

~~Our~~We ~~maintenance~~own ~~costs~~and ~~are~~operate ~~expected~~a to126,000-square-foot ~~increase~~maintenance ashangar ~~the~~facility, ~~scope~~adjacent ofto ~~repairs~~the ~~increases~~airfield ~~with~~at the ~~increasing~~Detroit ~~age~~Metropolitan ofWayne ~~our~~County ~~fleet~~Airport (DTW). AsIn ~~our~~addition, ~~aircraft~~we ~~age,~~lease ~~scheduled~~and ~~scope~~operate ofa ~~work~~54,961-square-foot ~~and~~maintenance ~~frequency~~hangar offacility ~~unscheduled~~and 33,032-square-foot maintenance ~~events~~warehouse, isadjacent ~~likely~~ to ~~increase~~the ~~like~~airfield ~~any~~at ~~maturing~~the ~~fleet~~Houston George Bush Intercontinental Airport (IAH). ~~Our~~These ~~aircraft~~hangars ~~utilization~~and ~~rate~~warehouse ~~could~~allow ~~decrease~~us ~~with~~to ~~the~~reduce ~~increase~~our independence ~~aircraft~~on third-party facilities and contract line maintenance. Please see “Properties—Ground Facilities.”

We own and operate a 126,000-square-foot maintenance hangar facility, adjacent to the airfield at the Detroit Metropolitan Wayne County Airport (DTW). In addition, we lease and operate a 63,700-square-foot maintenance hangar facility and 35,900-square-foot maintenance warehouse, adjacent to the airfield at the Houston George Bush Intercontinental Airport (IAH). These hangars and warehouse allow us to reduce our dependence on third-party facilities and contract line maintenance. Please see “Properties—Ground Facilities.”

Employees

Our business is labor intensive, with labor costs representing approximately ~~28.1~~32%, ~~27.6~~28% and ~~22.1~~28% of our total operating costs for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. As of December 31, ~~2024~~2025, we had 31,~~020~~935 pilots, 53,~~001~~096 flight attendants, 9960 dispatchers, ~~385~~289 ramp service agents, ~~315~~249 passenger service agents, ~~628~~410 aircraft maintenance technicians and 1,~~883~~443 non-unionized personnel, including airport agents/other and employees in administrative roles, for a total of 117,~~331~~482 active employees compared to 1311,~~167~~331 active employees as of December 31, ~~2023~~2024. During the twelve months ended December 31, ~~2024~~2025, there were 24,~~192~~469 employee terminations, including both voluntary and involuntary terminations, for an overall employee turnover rate of 1639.64%. As of December 31, ~~2024~~2025, approximately 8481% of our employees were represented by six labor unions. On an average full-time equivalent basis, for the full year ~~2024~~2025, we had 119,~~941~~699 employees, compared to 1211,~~798~~941 in ~~2023~~2024.

FAA regulations require pilots to have commercial licenses with specific ratings for the aircraft to be flown and be medically certified as physically fit to fly. FAA and medical certifications are subject to periodic renewal requirements, including recurrent training and recent flying experience. Flight attendants must have initial and periodic competency training and ~~qualification~~qualifications. For the year ended December 31, ~~2024~~2025, paid training hours for our pilots and flight attendants were ~~114~~91,~~536~~959 and 7265,~~780~~712 hours, representing 78.62% and 2.37% of total crew block hours, respectively. Mechanics, quality- control inspectors and dispatchers must be certificated and qualified for specific aircraft. Training programs are subject to approval and monitoring by the FAA. Management personnel directly involved in the supervision of flight operations, training, maintenance and aircraft inspection must also meet experience standards prescribed by FAA regulations. All safety-sensitive employees are subject to pre-employment, random and post-accident drug testing.

Consistent with our core values, we focus on hiring highly productive and qualified employees and ~~ensure~~ensuring they have comprehensive training. Our training programs focus on and emphasize the importance of safety, customer service, productivity, and cost control. We provide continuous training for our crew members, including technical training as well as regular training focused on safety and front-line training for our customer service teams. Our training programs include classroom learning, extensive real-world flying experience, and instruction in full flight simulators, as appropriate.

We believe a direct relationship between Team Members and our leadership is in the best interests of our crew members, our customers, and our shareholders. Our leadership team communicates on a regular basis with all Team Members, including crew members, in order to maintain a direct relationship and to keep them informed about news, strategy updates, and challenges affecting the airline and the industry. Effective and frequent communication throughout the organization is fostered through various means including email messages from our CEO and other senior leaders, open forum meetings across our network, periodic leadership visits to our stations, and annual Team Member engagement surveys. Additionally, we strive to promote human rights awareness among both our Team Members and Guests, supported by our Human Rights Policy.13

~~The~~We ~~Railway~~believe ~~Labor~~a ~~Act,~~direct orrelationship ~~RLA,~~between ~~governs~~Team ~~our~~Members ~~relations~~and ~~with~~our ~~labor~~leadership ~~organizations.~~is ~~Under~~in the ~~RLA,~~best ~~our~~interests ~~collective bargaining agreements (“CBAs”) do not expire, but instead become amendable as~~ of aour ~~stated~~crew ~~date~~members, ~~subject~~our tocustomers ~~standard~~and ~~early~~our ~~opener provisions~~shareholders. IfOur ~~either~~leadership ~~party~~team ~~wishes~~communicates toon ~~modify~~a ~~the~~regular ~~terms~~basis ofwith ~~any~~all ~~such~~Team ~~agreement~~Members, ~~they~~including ~~must~~crew ~~notify~~members, ~~the other party~~ in ~~the~~order ~~manner agreed~~ to bymaintain ~~the~~a ~~parties.~~direct ~~Under~~relationship ~~the~~and ~~RLA,~~to ~~after~~keep ~~receipt~~them ofinformed ~~such~~about ~~notice~~news, ~~the~~strategy ~~parties~~updates ~~must~~and ~~meet~~challenges ~~for~~affecting ~~direct~~the ~~negotiations.~~airline Ifand ~~no agreement is reached, either party may request~~ the ~~National Mediation Board, or NMB, appoint a federal mediator~~industry. ~~The~~Effective ~~RLA~~and ~~prescribes~~frequent nocommunication ~~set~~throughout ~~timetable for~~ the ~~direct~~organization ~~negotiation and mediation process. It~~ is ~~not~~fostered ~~unusual~~through ~~for~~various ~~those~~means ~~processes~~including toemail ~~last~~messages ~~for~~from ~~many~~our ~~months,~~CEO and ~~even~~other ~~several~~senior ~~years. If no agreement is reached in mediation~~leaders, ~~the~~open ~~NMB~~forum inmeetings ~~its~~across ~~discretion~~our ~~may declare at some time that an impasse exists. If an impasse is declared~~network, ~~the~~periodic ~~NMB~~leadership ~~proffers~~visits ~~binding arbitration~~ to ~~the~~our ~~parties.~~stations ~~Either~~and ~~party~~annual ~~may~~Team ~~decline~~Member toengagement ~~submit to arbitration~~surveys. ~~If arbitration is rejected by either party~~Additionally, awe ~~30-day~~strive ~~“cooling~~to ~~off”~~promote ~~period~~human ~~commences.~~rights ~~During~~awareness ~~that~~among ~~period~~both ~~(or~~our ~~after),~~Team aMembers ~~Presidential~~and ~~Emergency Board~~Guests, orsupported ~~PEB, may be established, which examines the parties’ positions and recommends a solution. The PEB process lasts for 30 days and is followed~~ by ~~another~~our ~~“cooling~~Human ~~off”~~Rights ~~period of 30 days~~Policy. ~~At the end of the~~

14The Railway Labor Act, or RLA, governs our relations with labor organizations. Under the RLA, our collective bargaining agreements (“CBAs”) do not expire, but instead become amendable as of a stated date, subject to standard early opener provisions. If either party wishes to modify the terms of any such agreement, they must notify the other party in the manner agreed to by the parties. Under the RLA, after receipt of such notice, the parties must meet for direct negotiations. If no agreement is reached, either party may request the National Mediation Board, or NMB, appoint a federal mediator. The RLA prescribes no set timetable for the direct negotiation and mediation process. It is not unusual for those processes to last for many months, and even several years. If no agreement is reached in mediation, the NMB in its discretion may declare at some time that an impasse exists. If an impasse is declared, the NMB proffers binding arbitration to the parties. Either party may decline to submit to arbitration. If arbitration is rejected by either party, a 30-day “cooling off” period commences. During that period (or after), a Presidential Emergency Board, or PEB, may be established, which examines the parties’ positions and recommends a solution. The PEB process lasts for 30 days and is followed by another “cooling off” period of 30 days. At the end of the “cooling off” periods, unless an agreement is reached or action is taken by Congress, the labor organization and the airline each may resort to “self-help,” including, for the labor organization, a strike or other labor action, and for the airline, the imposition of any or all of its proposed amendments and the hiring of new employees to replace any striking workers. Congress and the President have the authority to prevent “self-help” by enacting legislation that, among other things, imposes a settlement on the parties. The table below sets forth our employee groups and status of their collective bargaining agreements.

“cooling off” periods, unless an agreement is reached or action is taken by Congress, the labor organization and the airline each may resort to “self-help,” including, for the labor organization, a strike or other labor action, and for the airline, the imposition of any or all of its proposed amendments and the hiring of new employees to replace any striking workers. Congress and the President have the authority to prevent “self-help” by enacting legislation that, among other things, imposes a settlement on the parties. The table below sets forth our employee groups and status of their collective bargaining agreements.

Employee Groups

Representative

Amendable Date (1)

Pilots

Air Line Pilots Association, International (ALPA) (2)

January 2028

Flight Attendants

Association of Flight Attendants (AFA-CWA)

January 2028

Dispatchers

Professional Airline Flight Control Association (PAFCA)

August 2026

Ramp Service Agents

International Association of Machinists and Aerospace Workers (IAMAW)

November 2026

Passenger Service Agents

Transport Workers Union of America (TWU)

February 2027

Aircraft Maintenance Technicians

Aircraft Mechanics Fraternal Association (AMFA) (2)

N/A (2)

Employee Groups

Representative

Amendable Date (1)

Pilots

Air Line Pilots Association, International (ALPA) (2)

March 2024

Flight Attendants

Association of Flight Attendants (AFA-CWA)

January 2026

Dispatchers

Professional Airline Flight Control Association (PAFCA)

August 2026

Ramp Service Agents

International Association of Machinists and Aerospace Workers (IAMAW)

November 2026

Passenger Service Agents

Transport Workers Union of America (TWU)

February 2027

Aircraft Maintenance Technicians

Aircraft Mechanics Fraternal Association (AMFA) (2)

N/A

(1) Subject to standard early opener provisions.

(2) Collective bargaining agreement is currently under negotiation.

~~During~~In ~~the~~March ~~fourth~~2024, ~~quarter~~ALPA provided notice to us that it intended to amend its CBA with our pilots and in July 2024, we began negotiations. As a result of ~~2022~~the 2025 Chapter 11 Bankruptcy Proceedings, we ~~reached~~engaged anin ~~agreement~~concessionary negotiations with both ALPA ~~for~~and aAFA-CWA. ~~new~~On ~~two-year~~November 6, ~~agreement~~2025, ~~which~~we ~~was~~reached agreements in principle with each of the two unions. These agreements were ratified by ~~ALPA~~union members in December 2025, approved by the Bankruptcy Court on ~~January~~December 29, 102025, ~~2023~~and are amendable in January 2028. ~~The~~Under ~~ratified~~the pilot agreement, ~~includes~~hourly ~~increased~~ pay ~~rates~~will ~~and~~be ~~other~~reduced ~~enhanced~~by ~~benefits.~~8% Ineffective ~~March~~January 1, ~~2024~~2026, ~~ALPA~~and ~~provided~~employer ~~notice~~401(k) tocontributions uswill ~~that~~be itreduced ~~intended~~from 16% to ~~amend~~8% ~~its~~for ~~CBA~~2026 ~~with~~and ~~its pilots~~2027. InThe ~~July~~flight ~~2024,~~attendant ~~the~~agreement ~~parties~~includes ~~began~~a ~~negotiations,~~reduction in incentive overtime pay and ~~those~~elimination ~~discussions~~of ~~are~~ground ~~ongoing~~holding pay in certain circumstances.

In ~~June~~May ~~2021~~2023, ~~the~~PAFCA ~~AFA-CWA~~provided ~~notified~~notice ~~us, as required by the RLA,~~ that it ~~intended~~intends to ~~submit~~amend ~~proposed~~its ~~changes~~Collective toBargaining ~~the~~Agreement ~~collective~~with ~~bargaining agreement covering~~ our ~~flight attendants~~dispatchers. WeThe ~~commenced~~parties ~~negotiations~~began ~~with~~negotiating changes to the ~~AFA-CWA~~CBA on ~~September~~July 2712, ~~2021~~2023. In ~~February~~July ~~2023~~2024, we reached an agreement with ~~our~~PAFCA ~~flight~~for ~~attendants~~a new two-year agreement, which was ratified by ~~the~~PAFCA ~~flight~~members ~~attendants~~ on ~~April~~August 1310, ~~2023~~2024 and becomes amendable in ~~January~~August 2026. The ratified agreement includes increased pay rates ~~and other enhanced benefits~~.

InOur ~~May~~ramp ~~2023,~~service ~~PAFCA~~agents ~~provided~~are ~~notice~~represented ~~that~~by itIAMAW. ~~intends~~Representation only applies to ~~amend~~our ~~its~~Fort ~~Collective~~Lauderdale ~~Bargaining~~station ~~Agreement~~where ~~with~~we ~~our~~have ~~dispatchers~~direct employees in the ramp service agent classification. ~~The~~In ~~parties~~February ~~began~~2020, ~~negotiating~~the IAMAW notified us, as required by the RLA, that it intended to submit proposed changes to the ~~CBA~~collective onbargaining ~~July~~agreement ~~12,~~covering ~~2023~~our ramp service agents which became amendable in June 2020. InOn ~~July~~September ~~2024~~28, 2021, we ~~reached~~filed an ~~agreement~~“Application for Mediation Services” with ~~PAFCA~~the ~~for~~NMB. aWe ~~new~~were ~~two-year~~able to reach a tentative agreement, ~~which~~with ~~was~~the ~~ratified~~IAMAW bywith ~~PAFCA~~the ~~members~~assistance of the NMB on ~~August~~October 1016, ~~2024~~2021. ~~The~~Our ramp service agents ratified the five-year agreement ~~includes~~in ~~increased~~November ~~pay~~2021, ~~rates~~which becomes amendable in November 2026.

Our ramp service agents are represented by IAMAW. Representation only applies to our Fort Lauderdale station where we have direct employees in the ramp service agent classification. In February 2020, the IAMAW notified us, as required by the RLA, that it intended to submit proposed changes to the collective bargaining agreement covering our ramp service agents which became amendable in June 2020. On September 28, 2021, we filed an “Application for Mediation Services” with the NMB. We were able to reach a tentative agreement with the IAMAW with the assistance of the NMB on October 16, 2021. Our ramp service agents ratified the five-year agreement in November 2021. 14

In June 2018, our passenger service agents voted to be represented by the TWU, but the representation only applies to our Fort Lauderdale station where we have direct employees in the passenger service classification. We began meeting with the TWU in late October 2018 to negotiate an initial collective bargaining agreement. During February 2022, we reached a tentative agreement with the TWU. Our passenger service agents ratified the five-year agreement on February 21, 2022, which becomes amendable in February 2027.

In August 2022, our aircraft maintenance technicians (“AMTs”) voted to be represented by AMFA as their collective bargaining agent. In November 2022, AMFA notified us of its intent to negotiate a CBA and began negotiations. In October 2023, AMFA filed for mediation with the NMB. In May 2024, the parties began negotiations with a NMB mediation, and those discussions are ongoing. As of December 31, 2025, we had approximately 455 AMTs.

~~2023~~During the Current Predecessor Period, ~~AMFA~~we ~~filed~~furloughed ~~for~~approximately ~~mediation~~200 pilots to align with ~~the~~our ~~NMB~~projected flight volume for 2025 and recorded $0.9 million Inin ~~May~~expenses ~~2024,~~related ~~the~~to ~~parties~~these ~~began~~furloughs. ~~negotiations~~These ~~with~~expenses awere ~~NMB~~recorded ~~mediation~~within salaries, wages and ~~those~~benefits ~~discussions~~on ~~are~~our ~~ongoing.~~consolidated Asstatements of ~~December 31~~operations. In addition, ~~2024~~as part of the Company's ongoing efforts to optimize and enhance efficiencies, we ~~had~~made the decision to eliminate approximately ~~640~~200 ~~AMTs~~additional positions from various departments. We recorded $1.8 million in expenses related to these efforts during the Current Predecessor Period. These expenses were recorded within salaries, wages and benefits on the Company’s consolidated statements of operations.

ToFurthermore, ~~ensure~~to ~~that~~continue weour ~~have~~ongoing ~~the~~efforts ~~right level of resources~~ to ~~meet~~optimize ~~our~~and ~~reduced~~enhance ~~aircraft~~efficiencies, ~~capacity~~in ~~levels~~July 2025, ~~primarily~~we ~~due~~announced tothe ~~increased~~downgrade ~~AOG~~of ~~days~~approximately ~~from~~140 ~~GTF~~Captains ~~engine~~to ~~issues~~First Officers and the ~~sale~~furlough of ~~aircraft, we furloughed~~ approximately ~~170~~270 pilots, effective ~~September~~ October 1, ~~2024,~~2025 and ~~announced in the fourth quarter of 2024 that~~November 1, ~~effective January 31,~~ 2025, werespectively ~~would furlough approximately 300 additional pilots~~ to ~~match~~align with our projected flight volume for ~~2025~~2026. ~~During~~Additionally, ~~the~~in ~~third~~September ~~and~~2025, ~~fourth~~we ~~quarters~~announced the furlough of ~~2024~~approximately 1,800 weflight ~~recorded~~attendants, $effective November 1, 2025.~~4 million~~ ~~and~~We recorded $37.52 million, ~~respectively,~~ in expenses related to these ~~furloughs~~actions during the twelve months ended December 31, 2025. These expenses were recorded within ~~salaries~~special charges, ~~wages~~non-operating ~~and~~expense ~~benefits~~ on ~~our~~the Company’s consolidated statements of operations. ~~In addition, in January 2025, as part of our ongoing~~

efforts to optimize and enhance efficiencies, we made the decision to eliminate approximately 200 positions from various departments.

Safety and Security

We are committed to the safety and security of our passengers and employees. We strive to comply with or exceed health and safety regulation standards. In pursuing these goals, we maintain an active aviation safety program. All of our personnel are expected to participate in the program and take an active role in the identification, reduction and elimination of hazards.

Our ongoing focus on safety relies on training our employees to proper standards and providing them with the tools and equipment they require so they can perform their job functions in a safe and efficient manner. Safety in the workplace targets several areas of our business, including: flight operations, maintenance, in-flight, dispatch and station operations. The Transportation Security Administration (“TSA”), is charged with aviation security for both airlines and airports. We maintain active, open lines of communication with the TSA at all of our locations to ensure proper standards for security of our personnel, customers, equipment and facilities are exercised throughout our business.

Insurance

We maintain insurance policies we believe are customary in the airline industry and as required by the Department of Transportation (“DOT”). The policies principally provide liability coverage for public and passenger injury; damage to property; loss of or damage to flight equipment; fire and extended coverage; war risk (terrorism); directors’ and officers’ liability; advertiser and media liability; cyber risk liability; fiduciary; and workers’ compensation and employer’s liability. Renewing coverage could result in a change in premium and more restrictive terms. Although we currently believe our insurance coverage is adequate, there can be no assurance that the amount of such coverage will not be changed or that we will not be forced to bear substantial losses from accidents.

Management Information Systems

We have continued our commitment to technology improvements to support our ongoing operations and initiatives. In 2022, we targeted the modernization of our crew applications and technologies to accelerate the response to irregular operations. These improvements involved upgrades to the main flight operations system, enabling and enhancing chat functionality for our crews, improving crew scheduling voice response, and providing real time operational monitoring capabilities. In addition to operations, we have made significant improvements to our digital transformation for Guest experience through the implementation of our customer data platform. We have successfully migrated our maintenance and flight operation systems to the Azure cloud.

In 2023, we continued our technology modernization with a new mobile workplace application for the Flight Attendant team. This application improves the experience for streamlining daily tasks such as check-in, assigning positions, viewing manifests and personal work schedules. Our digital transformation journey added capabilities providing self-service options to our Guests and employees such as refund automation, flight status, employee benefits and more. In 2023, we matured our cyber security programs within the CIS v8 framework as we refined our environments to meet the rapidly changing cyber threat landscape. One major focus was providing a more frequent cycle of timely and consistent cyber security awareness to our team members. The cloud strategy continues to evolve as operational and cyber security imperatives guide us, migration of services and data continues in our multi-region footprint and we have begun planning for a diverse cloud provider strategy.

In 2024, we have continued our modernization and consolidation efforts for all crew applications, centralizing critical functions and information for our Gate Agents, Pilots and Flight Attendants into a single platform. This initiative has replaced multiple applications, manual processes and forms. Key releases include Flight Status, Manifest Improvements supporting our transformation, Gate View for turn optimization identifying connecting passengers and Jumpseat capabilities.15

Inmanifests aand ~~groundbreaking~~personal ~~achievement,~~work weschedules. ~~leveraged~~Our ~~our~~digital ~~enterprise~~transformation journey added capabilities providing self-service ~~bus~~options ~~architecture~~to ~~this~~our ~~year~~Guests and employees such as refund automation, ~~making~~flight usstatus, ~~the~~employee ~~first~~benefits ~~airline~~and tomore. ~~successfully~~In ~~collaborate~~2023, ~~with~~we matured our cyber security programs within the ~~TSA.~~CIS ~~This~~v8 ~~collaboration~~framework ~~established~~as awe ~~direct~~refined ~~connection~~our environments to meet the ~~Department~~rapidly ofchanging ~~Homeland~~cyber ~~Security~~threat ~~(“DHS”)~~landscape. ~~server~~One ~~for~~major ~~the~~focus ~~Aviation~~was ~~Employee~~providing ~~Vetting~~a ~~(“AEV”),~~more ~~Master~~frequent ~~Crew~~cycle ~~List~~of ~~(“MCL”),~~timely and ~~Flight~~consistent ~~Crew~~cyber ~~Manifest~~security ~~(“FCM”)~~awareness ~~processes~~to our team members. AsThe acloud ~~result~~strategy continues to evolve as operational and cyber security imperatives guide us, ~~our~~migration ~~crew~~of ~~members~~services ~~can~~and ~~now~~data ~~pass~~continues ~~through~~in ~~airport~~our ~~security~~multi-region ~~much~~footprint, ~~faster~~and bywe ~~eliminating~~have ~~the~~begun ~~teletype~~planning ~~communication~~for ~~methodology~~a diverse cloud provider strategy.

~~This~~In ~~year~~2024, we ~~transformed~~continued our ~~product~~modernization ~~model~~and byconsolidation ~~rapidly~~efforts ~~delivering~~for ~~solutions~~all increw ~~collaboration~~applications, ~~with~~centralizing ~~our~~critical ~~business~~functions ~~teams.~~and Weinformation ~~implemented~~for ~~changes~~our ~~that~~gate ~~promote~~agents, ~~brand~~pilots ~~consistency,~~and ~~offer~~flight ~~new~~attendants ~~elevated~~into ~~options,~~a ~~and~~single ~~introduce~~platform. ~~streamlined~~This ~~processes~~initiative ~~both~~has atreplaced ~~airports~~multiple applications, manual processes and ~~inflight~~forms. ~~The~~Key ~~standardization~~releases ~~across~~include ~~all~~flight ~~customer~~status, ~~touchpoints~~manifest ~~and~~improvements ~~operations~~supporting ~~has~~our ~~simplified~~transformation, ~~the~~gate ~~management~~view ~~and~~for ~~adaptation~~turn ofoptimization ~~established~~identifying ~~reusable~~connecting ~~components~~passengers and jumpseat capabilities.

16In a groundbreaking achievement, we leveraged our enterprise service bus architecture this year, making us the first airline to successfully collaborate with the TSA. This collaboration established a direct connection to the Department of Homeland Security (“DHS”) server for the Aviation Employee Vetting (“AEV”), Master Crew List (“MCL”) and Flight Crew Manifest (“FCM”) processes. As a result, our crew members can now pass through airport security much faster by eliminating the teletype communication methodology.

~~Additionally~~In 2024, we ~~have~~transformed ~~successfully~~our ~~migrated~~product ~~our~~model ~~core~~by ~~critical~~rapidly ITdelivering ~~systems,~~solutions ~~including~~in ~~our~~collaboration ~~hosted~~with ~~reservation~~our ~~system~~business toteams. ~~the~~We ~~Azure~~implemented ~~cloud.~~changes ~~This~~that ~~move~~promote ~~enhances~~brand ~~our~~consistency, ~~disaster~~offer ~~recovery~~new ~~capabilities~~elevated options and ~~strengthens~~introduce ~~cybersecurity~~streamlined processes both at airports and inflight. WeThe ~~also~~standardization ~~completed~~across ~~our~~all ~~first~~customer ~~DHS/TSA~~touchpoints ~~cybersecurity~~and ~~audit~~operations ~~for~~has ~~critical~~simplified ~~infrastructure,~~the ~~with~~management noand ~~findings~~adaptation of established reusable components.

Additionally, we successfully migrated our core critical IT systems, including our hosted reservation system to the Azure cloud. This move enhances our disaster recovery capabilities and strengthens cybersecurity. We also completed our first DHS/TSA cybersecurity audit for critical infrastructure, with no findings.

Throughout 2025, we accelerated the modernization of our operational technology ecosystem, reinforcing our commitment to delivering a more efficient, reliable and connected experience for our front‑line teams and customers. This year marked a significant step forward in unifying the digital tools. One of the most impactful advancements was the introduction of Trip Chat, a real time communication channel that bridges Flight Attendants and Gate Personnel, enabling faster coordination and improved operational responsiveness. We also automated the Flight Release process for Pilots, reducing administrative burden and increasing the speed and accuracy of pre‑departure procedures. These enhancements reflect our broader strategy to simplify the work of our front‑line employees and empower them with modern, intuitive tools.

Early in 2025, we continued transforming our product model with a major upgrade to our reservation system. This upgrade strengthened our ability to support the evolving structure of our loyalty program, including more flexible and accurate points redemption aligned with our new product architecture. We also ensured that all systems were updated to reflect LOPA driven aircraft configuration changes, maintaining consistency and reliability across operational and customer-facing platforms.

In the second half of 2025, we implemented TravelX, a key enabler of dynamic revenue optimization. This technology allows us to better manage high demand flights and offer customers greater flexibility, supporting both revenue growth and an improved travel experience. Complementing this effort, we strategically deployed Zulu, a platform that enhances network planning, scheduling, slot management, gating and analytics. By centralizing these functions, we reduced operational costs while improving decision making and long-term planning capabilities.

Our modernization efforts extended beyond applications and into our broader technology infrastructure. We continued to optimize our enterprise cloud environment, strengthening scalability, resilience and cost efficiency. Collaboration between Development Operations and Security Operations teams deepened, reinforcing our commitment to secure, high-velocity delivery practices. As part of our ongoing focus on cybersecurity and regulatory compliance, we successfully completed a TSA validated cybersecurity tabletop exercise, demonstrating our readiness to respond to emerging threats and maintain the integrity of our operational systems.

Foreign Ownership

Under DOT regulations and federal law, we must be owned and controlled by U.S. citizens. In order to qualify, at least 75% of our stock must be voted by U.S. citizens, 51% of our outstanding equity must be owned by U.S. citizens, and our president and at least two-thirds of our board of directors (the “Board”) and senior management must be U.S. citizens.

We believe we are currently in compliance with such foreign ownership rules.

Government Regulation

Operational Regulation

The airline industry is heavily regulated, especially by the federal government. Two of the primary regulatory authorities overseeing air transportation in the United States are the DOT and the FAA. The DOT has jurisdiction over economic and consumer issues affecting air transportation, such as competition, route authorizations, advertising and sales practices, baggage liability, disabled passenger transportation, reporting of mishandled bags, tarmac delays and responding to customer complaints among other areas.

In July 2021, the DOT issued a Notice of Proposed Rulemaking (“NPRM”) requiring airlines to refund checked bag fees for delayed bags if they are not delivered to the passenger within a specified number of hours and refunding ancillary fees for services related to air travel that passengers did not receive.

In ~~November~~July ~~2021~~2022, the DOT ~~reopened~~published ~~the~~its ~~comment~~Airline ~~period~~Passengers onwith anDisabilities ~~NPRM~~Bill ~~regarding~~of ~~short-term~~Rights, ~~improvements~~applicable to ~~lavatory~~U.S. ~~accessibility~~and foreign carriers, ~~including~~and ~~new~~required ~~proposed~~airlines ~~requirements~~to ~~for~~publish ~~onboard~~the ~~wheelchairs~~same ~~(OBWs)~~on ~~(Part~~their ~~1).~~websites ~~This~~with ~~NPRM~~appropriate ~~was~~email notifications sent to ~~gather~~passengers ~~information~~with ~~about~~disabilities. ~~all~~The ~~aspects~~Bill of ~~OBW~~Rights ~~design,~~requirement ~~including~~has ~~stowage~~since been codified at 49 U.S.C. § 41728 through the FAA Reauthorization Act of 2024. On March 12, ~~before~~2024, ~~issuing~~the ~~any~~DOT published a NPRM regarding wheelchair handling and training for airline personnel. The DOT published its final ~~binding~~rule, ~~regulation~~Ensuring Safe Accommodations for Air Travelers with Disabilities Using Wheelchairs, on ~~the~~December ~~topic~~17, 2024, which became effective January 16, 2025. The final rule is discussed in further detail below.

In ~~March~~July 2022, the ~~DOT~~Office ~~issued~~of aAviation ~~NPRM~~Consumer ~~(Part~~Protection 2(“OACP”) ~~requiring~~issued ~~airlines~~a tonotice ~~ensure~~urging ~~that~~airlines atto ~~least~~provide ~~one lavatory on new single-aisle aircraft with at least 125 passenger~~ seats ~~is large enough~~ to ~~permit~~children a13 ~~passenger~~years ~~with~~or ayounger ~~disability (~~with ~~the help of~~ an ~~assistant,~~adult ifon ~~necessary) to approach, enter and maneuver within~~ the ~~lavatory,~~same asbooking ~~necessary,~~with tono ~~use~~additional ~~all~~charge. ~~lavatory~~In ~~facilities~~response ~~and~~ to ~~leave by means of~~ the ~~aircraft~~OACP’s ~~on-board~~notice, ~~wheel-chair.~~the IfDOT ~~enacted~~added asto ~~currently~~their ~~proposed,~~website ~~this~~a ~~NPRM~~Child ~~(Part~~Seating 2)dashboard ~~would~~comparing ~~apply~~reporting tocarriers ~~new~~and ~~aircraft~~their ~~ordered~~procedures 18on ~~years~~seating orchildren ~~delivered~~13 20 years ~~after~~or ~~the~~younger ~~effective~~with ~~date~~an ofadult on a ~~final rule~~booking. The ~~DOT~~FAA ~~published~~Reauthorization ~~its~~Act ~~Accessible~~of ~~Lavatories on Single-Aisle Aircraft final rule on August 1~~2024, ~~2023,~~signed ~~which~~May ~~became effective October 2~~16, ~~2023. Among other requirements~~2024, ~~the~~includes ~~final~~a ~~rule~~statutory ~~requires~~directive ~~new~~requiring ~~single-aisle~~DOT ~~aircraft~~to ~~with~~take ~~125~~action ~~seats~~on orfamily ~~more~~seating. ~~that~~No ~~are~~final ~~ordered~~rule 10has ~~years~~been ~~after or delivered 12 years after October 2~~issued, ~~2023,~~and orthe onrulemaking ~~new~~appears ~~type-certificated~~dormant ~~aircraft~~under ~~designs filed 1 year after~~ the ~~effective~~current ~~date,~~regulatory ~~to have accessible lavatories~~agenda.

In ~~July~~August 2022, the DOT ~~published~~issued ~~its~~a ~~Airline~~NPRM ~~Passengers~~requiring ~~with~~airlines ~~Disabilities~~and ~~Bill~~ticket ofagents ~~Rights~~to provide non-expiring travel vouchers or credits to consumers holding non-refundable tickets for scheduled flights to, ~~applicable~~from or within the United States as a result of the carrier cancelling or making a significant change to Ua scheduled flight, a serious communicable disease or for several other reasons.S. ~~and~~The ~~foreign~~NPRM ~~carriers,~~would require airlines and ~~required~~ticket ~~airlines~~agents to ~~publish~~provide refunds if they receive significant financial assistance from the ~~same~~government as a result of a public health emergency. The DOT published its final rule on ~~their~~April ~~websites~~26, ~~with~~2024 ~~appropriate~~and ~~email~~the ~~notifications~~effective ~~sent~~date tois ~~passengers~~June ~~with~~25, ~~disabilities~~2024. The DOT ~~continues~~requires automatic refunds to ~~review~~consumers ~~potential~~when ~~rules~~an ~~regarding~~air ~~disabled~~carrier ~~passengers,~~cancels ~~including~~or makes a ~~NPRM~~significant change to a scheduled flight to, befrom ~~released~~or ~~next~~within ~~year~~the ~~regarding~~United ~~wheelchair~~States ~~handling~~and the consumer is not offered or rejects alternative transportation and ~~training~~travel ~~initiatives~~credits, vouchers or other compensation. Subsequent to publication of the final rule, the FAA Reauthorization Act of 2024 (the “Act”) was signed into law on May 16, 2024, and on August 12, 2024 DOT issued an amended final rule consistent with the requirements of the Act. As of December 5, 2025, the DOT is pausing enforcement, until June 30, 2026, of its refund requirements under limited circumstances while it engages in a new rulemaking to consider whether to modify the definition of canceled flights through rulemaking. The DOT has announced a target date of February 2026 for issuance of a notice of proposed rulemaking.

InAt ~~July 2022,~~ the ~~Office~~end of ~~Aviation~~August ~~Consumer~~2022, ~~Protection~~the ~~(“OACP”)~~DOT ~~issued~~added aan ~~notice~~Airline ~~urging~~Customer ~~airlines~~Service toDashboard ~~provide seats~~ to ~~children~~their 13website ~~years~~that orcompares ~~younger~~what ~~with~~reporting ancarriers ~~adult~~offer onpassengers ~~the~~during ~~same~~a ~~booking~~significant ~~with~~controllable nodelay ~~additional~~or ~~charge~~cancellation. InThe ~~response~~FAA toReauthorization ~~the~~Act ~~OACP’s~~of ~~notice~~2024 ~~during~~codified ~~2023,~~ the ~~DOT~~Dashboard ~~added~~requirement toat ~~their~~49 ~~website~~U.S.C. a§ ~~Child Seating dashboard comparing reporting carriers and their procedures on seating children 13 years or younger with an adult on a booking~~42308.

In ~~August~~October 2022, the DOT issued a NPRM ~~requiring~~which ~~airlines~~would ~~and~~require ~~ticket~~airlines ~~agents~~ to ~~provide~~increase ~~non-expiring~~disclosure ~~travel~~of ~~vouchers~~bag orfees, ~~credits~~change toand ~~consumers~~cancellation ~~holding~~fees ~~non-refundable~~and ~~tickets~~family ~~for~~seating ~~scheduled~~policies ~~flights~~during ~~to,~~the ~~from,~~ticket orpurchase ~~within~~process ~~the~~in ~~United~~an ~~States~~effort asto aimprove ~~result of~~ the ~~carrier~~transparency ~~cancelling~~of orairline ~~making~~pricing. aThe ~~significant~~comment ~~change~~period toclosed aon ~~scheduled~~January ~~flight~~23, ~~a serious communicable disease or for several other reasons~~2023. The ~~NPRM~~DOT ~~will~~published ~~further~~its ~~define~~Enhancing ~~the~~Transparency ~~terms~~of ~~“significant~~Airline ~~change”~~Ancillary ~~and~~Services ~~“cancellation”~~Fee ~~and~~final ~~will~~rule ~~require~~on ~~airlines~~April ~~and~~30, ~~ticket~~2024. ~~agents~~A tofederal ~~provide~~court ~~refunds~~of ifappeals ~~they~~has ~~receive~~stayed ~~significant financial assistance from~~ the ~~government~~rule aspending aits ~~result~~review of alegal ~~public~~challenges ~~health~~to ~~emergency.~~the ~~The~~rule’s ~~DOT~~lawfulness. ~~published~~On ~~its~~January ~~final~~28, ~~rule on April 26~~2025, ~~2024 and~~ the ~~effective~~court ~~date~~of isappeals ~~June~~ruled ~~25,~~that ~~2024.~~the ~~The~~ DOT ~~requires~~failed ~~automatic~~to ~~refunds~~fully tocomply ~~consumers~~with ~~when~~requirements anof ~~air~~the ~~carrier~~Administrative ~~cancels~~Procedure orAct ~~makes~~and aremanded ~~significant~~the ~~change~~rule to athe ~~scheduled~~DOT. ~~flight~~On toOctober 2, ~~from~~2025, ~~or within~~ the ~~United~~court ~~States~~of ~~and~~appeals vacated the ~~consumer~~previous isopinion ~~not~~and ~~offered~~ordered oran ~~rejects~~en ~~alternative~~banc ~~transportation and travel credits~~hearing, ~~vouchers,~~which oris ~~other~~expected ~~compensation.~~to ~~Subsequent~~be toheld ~~publication~~in of2026. ~~the~~On ~~final~~February ~~rule~~3, 2026, the ~~FAA~~U.S. ~~Reauthorization~~Court ~~Act~~ of ~~2024~~Appeals (for the ~~“Act”)~~Fifth ~~was~~Circuit ~~signed~~vacated ~~into~~the ~~law~~rule ondue ~~May~~to ~~16,~~the ~~2024,~~DOT’s ~~and~~failure onto ~~August~~comply ~~12,~~with ~~2024~~Administrative ~~DOT~~Procedures ~~issued~~Act anrulemaking ~~amended~~requirements, ~~final~~violation ~~rule~~of ~~consistent~~federal ~~with~~administrative ~~the~~law ~~requirements~~when ofimposing the ~~Act~~rule.

At the end of August 2022, the DOT added an Airline Customer Service Dashboard to their website that compares what reporting carriers offer passengers during a significant controllable delay or cancellation.

In October 2022, the DOT issued a NPRM which would require airlines to increase disclosure of bag fees, change and cancellation fees, and family seating policies during the ticket purchase process in an effort to improve the transparency of airline pricing. The comment period closed on January 23, 2023. The DOT published its Enhancing Transparency of Airline Ancillary Services Fee final rule on April 30, 2024. A federal court of appeals has stayed the rule pending its review of legal challenges to the rule’s lawfulness. On January 28, 2025, the court of appeals ruled that the DOT failed to fully comply with requirements of the Administrative Procedure Act and remanded the rule to the DOT. Among other requirements, the final rule would require air carriers and ticket agents to clearly disclose on their websites, whenever fare and schedule information is provided for flights to, within and from the United States, passenger-specific or itinerary-specific prices for certain ancillary services if those services are not included in the advertised fare price. We cannot forecast the effect of this final rule, if it goes into effect, on our costs and operations.

Additional rules and executive orders, including those pertaining to disabled passengers, may be issued. See “Risk Factors—Risks Related to Our Industry—Restrictions on, or increased taxes applicable to, charges for ancillary products and services paid by airline passengers and burdensome consumer protection regulations or laws could harm our business, results of operations and financial condition.”

The DOT has authority to issue certificates of public convenience and necessity required for airlines to provide air transportation. We hold a DOT certificate of public convenience and necessity authorizing us to engage in scheduled air transportation of passengers, property and mail within the United States, its territories and possessions and between the United States and all countries that maintain a liberal aviation trade relationship with the United States (known as “open skies” countries). We also hold DOT certificates to engage in air transportation to certain other countries with more restrictive aviation policies.

The FAA is responsible for regulating and overseeing matters relating to air carrier flight operations, including airline operating certificates, aircraft certification and maintenance and other matters affecting air safety, including rest periods and work hours for all airlines certificated under Part 121 of the Federal Aviation Regulations. The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate. This certificate, in combination with operations specifications issued to the airline by the FAA, authorizes the airline to operate at specific airports using aircraft approved by the FAA. As of December 31, ~~2024~~2025, we had FAA airworthiness certificates for all of our aircraft, we had obtained the necessary FAA authority to fly to all of the cities we currently serve and all of our aircraft had been certified for overwater operations. Any new or revised operational regulations in the future could result in further increased costs. We believe we hold all necessary operating and airworthiness authorizations, certificates and licenses and are operating in compliance with applicable DOT and FAA regulations, interpretations and policies.

On June 626, 2023, the FAA issued a final rule which requires aircraft manufactured two years after August 25, 2023, which are operated in domestic commercial service by Part 121 airlines to have an installed physical secondary barrier that protects the ~~flightdeck~~flight deck from unauthorized intrusion when the ~~flightdeck~~flight deck door is opened. The FAA subsequently extended the compliance deadline by one year such that aircraft manufactured after August 25, 2026 must comply with the secondary barrier requirement. Section 350 of the FAA Reauthorization Act of 2024 further directs the FAA to convene a rulemaking committee to address retrofit of the existing in-service fleet. We are currently evaluating the impacts of this requirement, if any, ~~of the ruling,~~ which we do not expect to be material.

On August 9, 2024, the DOT proposed a rule which would require airlines to seat children aged 13 and under adjacent to at least one accompanying adult at no additional cost beyond the fare, subject to limited exceptions. Under the proposed rule, an airline’s failure to provide family seating would subject it to civil penalties on a per passenger (child) basis, and if the carrier charged families a fee beyond the fare to secure family seating, the carrier would be subject to civil penalties for each fee imposed. The public comment period for the proposed rule ended on November 7, 2024, and no further action has been taken by DOT.

On December 5, 2024, the DOT ~~announced~~issued aan ~~new~~Advance ~~rulemaking~~Notice ~~initiative~~of Proposed Rulemaking (ANPRM) that would require carriers to adopt and adhere to customer service plans identifying essential services and compensation. Under the rule, airlines would be required to mitigate passenger inconveniences when the cause of a cancellation or delay for flights to, within and from the United States was due to circumstances within the airline's control. Airlines would be required to pay passengers cash compensation, rebook them for free on the next available flight, and cover meals, overnight lodging, and related transportation expenses when a disruption is airline-caused, such as a mechanical issue or an IT system breakdown. The ~~Advance Notice of Proposed Rulemaking (the “~~ANPRM”) ~~seeks~~was ~~public~~withdrawn ~~comment~~ on ~~the~~November ~~requirements~~17, 2025.

On December 17, 2024, the DOT issued a final rule to increase access to safe and dignified air travel for individuals with disabilities, particularly those who use a wheelchair or scooter. The final rule became effective on January 16, 2025. The rule imposes requirements on airlines pertaining to how they assist passengers with disabilities and handle wheelchairs and other assistive devices. Under the final rule, airlines are required to provide information to passengers with wheelchairs or scooters prior to departure, upon arrival and when their wheelchair or scooter is mishandled, and to reimburse passengers for certain costs and expenses if the airline delays the return of, mishandles or causes damage to a passenger’s wheelchair or scooter. Enforcement of certain provisions relating to airline liability for mishandled wheelchairs, frequency of refresher training, pre-departure notifications, and fare difference reimbursements have been delayed until December 31, 2026. The DOT has also initiated a new rulemaking titled Airline Obligations to Accommodate Air Travelers with Disabilities Using Wheelchairs. The DOT has announced the target date of August 2026 for issuance of a NPRM. A court challenge to the final rule on wheelchair/scooter mishandling was filed on February 18, 2025, in the U.S. Court of Appeals for the Fifth Circuit, alleging that the rule exceeds DOT’s statutory authority. The case remains held in abeyance pending further administrative action.

International Regulation

All international service is subject to the regulatory requirements of the foreign government involved. We generally offer international service to Aruba, Belize, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Grand Cayman Islands, Haiti, Honduras, Jamaica, Mexico, Nicaragua, Peru and St. Maarten, as well as Puerto Rico and the U.S. Virgin Islands. If we decide to increase our routes to additional international destinations, we will be required to obtain necessary authority from the DOT and the applicable foreign government. We are also required to comply with overfly regulations in countries that ~~lay~~lie along our routes but which we do not serve.

International service is also subject to Customs and Border Protection, or CBP, immigration and agriculture requirements and the requirements of equivalent foreign governmental agencies. Like other airlines flying international routes, from time to time we may be subject to civil fines and penalties imposed by CBP if unmanifested or illegal cargo, such as illegal narcotics, is found on our aircraft. These fines and penalties, which in the case of narcotics are based upon the retail value of the seizure, may be substantial. We have implemented a comprehensive security program at our airports to reduce the risk of illegal cargo being placed on our aircraft, and we seek to cooperate actively with CBP and other U.S. and foreign law enforcement agencies in investigating incidents or attempts to introduce illegal cargo.

International Service is also subject to special federal aviation regulations (“SFARs”) and other restrictions issued by the FAA which prohibit flight operations in particular areas or situations due to safety or security concerns. On November 12, 2024, the FAA issued ana ~~SFAR~~NOTAM prohibiting certain flights in the territory and airspace of Haiti ~~for 30 days~~. OnAs ~~December~~of 11September 5, ~~2024~~2025, ~~the~~a subsequent FAA ~~extended~~NOTAM ~~the~~(KICZ ~~Haiti~~A0008/25) restricts U.S. air carriers and commercial operators from flight ~~prohibitions~~operations ~~through~~in specified areas of Haitian airspace until March 127, ~~2025~~2026.

We will continue to comply with all contagious disease requirements issued by the US and foreign governments, but we cannot forecast what additional requirements may be imposed in the future or the costs or revenue impact that would be associated with complying with such requirements. See, “Risk Factors—Risks Related to Our Business—We are subject to extensive and increasing regulation by the FAA, DOT, TSA and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business and financial results.”

Security Regulation

The TSA was created in 2001 with the responsibility and authority to oversee the implementation and ensure the adequacy of security measures at airports and other transportation facilities. Funding for passenger security is provided in part by a per enplanement ticket tax (passenger security fee); which as of December 19, 2014, ~~was~~is ~~limited~~$5.60 toper ~~a round~~one-way trip ~~fee~~in ofair ~~$11.20.~~transportation Weoriginating ~~cannot~~at ~~forecast~~an ~~what~~airport ~~additional~~in ~~security~~the ~~and~~U.S., ~~safety~~with ~~requirements~~a ~~may~~maximum beround-trip ~~imposed~~fee inof ~~the~~$11.20. ~~future~~The orfee ~~the~~is ~~costs~~currently orper ~~revenue~~one-way ~~impact~~trip ~~that~~in ~~would~~air betransportation ~~associated~~that ~~with~~originates ~~complying~~at ~~with~~an ~~such~~airport ~~requirements~~in the U.S.

On February 1, 2026, the TSA implemented a $45 “ConfirmID” fee which allows travelers aged 18 and older who arrive at a security checkpoint without a REAL ID-compliant license or other acceptable identification to still board commercial flights. This fee covers the administrative costs of an alternative identity verification process, which provides a ten-day travel window for non-compliant passengers. While the process allows individuals to board commercial flights, it is unrelated to the September 11 Security Fee and may involve additional vetting or screening. We cannot forecast what additional security and safety requirements may be imposed in the future or the costs or revenue impact that would be associated with complying with such requirements.

Environmental Regulation

We are subject to various federal, state and local laws and regulations relating to the protection of the environment and affecting matters such as aircraft engine emissions, aircraft noise emissions and the discharge or disposal of materials and chemicals, which laws and regulations are administered by numerous state and federal agencies. The Environmental Protection Agency, or EPA, regulates operations, including air carrier operations, which affect the quality of air in the United States. We believe the aircraft in our fleet meet all emission standards issued by the EPA. Concern about climate change and greenhouse gases may result in additional regulation or taxation of aircraft emissions in the United States and abroad.

Federal law recognizes the right of airport operators with special noise problems to implement local noise abatement procedures so long as those procedures do not interfere unreasonably with interstate and foreign commerce and the national air transportation system. These restrictions can include limiting nighttime operations, directing specific aircraft operational procedures during takeoff and initial climb, and limiting the overall number of flights at an airport.

Other Regulations

We are subject to certain provisions of the Communications Act of 1934, as amended, and are required to obtain an aeronautical radio license from the Federal Communications Commission, or FCC. To the extent we are subject to FCC requirements, we will take all necessary steps to comply with those requirements. We are also subject to state and local laws and regulations at locations where we operate and the regulations of various local authorities that operate the airports we serve. In addition, we are subject to the deployment of new 5G C-band service by wireless communications providers.

On May 26, 2023, the FAA issued a final rule for an airworthiness directive under which transport and commuter category airplanes, including those operated under 14 CFR Part 121, are required to have 5G C-Band-tolerant radio altimeters or filters installed by February 1, 2024.

The FAA, collaborating with the aviation sector and wireless providers, has completed work to ensure that radio signals from newly activated wireless telecommunications systems can coexist safely with flight operations in the United States until at least January 1, 2028. Voluntary mitigations by the telecommunication operators, combined with aircraft radio altimeter retrofits by aviation operators, have resulted in the fielding of 5G C-Band with minimized impacts that are acceptable to both industries.

On January 7, 2026, the FAA issued a notice of proposed rulemaking, in response to a provision in the One Big Beautiful Bill Act, titled “Requirements for Interference-Tolerant Radio Altimeter Systems,” which would require operators to install radio altimeters capable of tolerating signals from Upper C-band wireless telecommunications spectrum (3.98–4.2 GHz). Under the proposed rule, operators would be required to install interference-tolerant equipment between 2029 and 2032. The comment period for the proposed rule closes on March 9, 2026.

Future Regulations

The U.S. and foreign governments may consider and adopt new laws, regulations, interpretations and policies regarding a wide variety of matters that could directly or indirectly affect our results of operations. We cannot predict what laws, regulations, interpretations and policies might be considered in the future, nor can we judge what impact, if any, the implementation of any of these proposals or changes might have on our business.

We may be impacted by any air traffic control reforms currently being contemplated by the Federal Aviation Administration as well as the Department of Transportation’s deregulation efforts. The Department of Transportation has stated it intends to issue NPRMs on disclosure of airline ancillary fees and refund requirements.

Corporate Responsibility and Sustainability

We recognize aviation’s impact on climate and our responsibility to help reduce the carbon footprint of air travel. Fuel burn is our greatest environmental and financial impact, and our greatest source of carbon emissions. To address the impact of our flights and operations over the short-term and long-term, our climate and emissions approach focuses on reducing emissions through both fleet and operational efficiencies that conserve fuel and improve overall fuel burn. Our all-Airbus fleet is one of the youngest in the United States and our dense seating configuration, along with our consistent focus on weight-saving measures, has made us consistently one of the most fuel-efficient carriers in the United States on both an absolute and per-seat basis.

Further illustrating our commitment, during the fourth quarter of 2023, we issued our 2021/2022 Sustainability Report, showing results of our longstanding commitment to meaningful advancements in environmental sustainability, Guest and community service, Team Member support, and governance. The report highlights our plan for continued progress in broadening ESG initiatives and improving communities. Refer to “Spirit’s 2021/2022 Sustainability Report” on the Investor Relations section of our website at www.spirit.com.

ITEM 1A. RISK FACTORS

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Additional risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results. You should carefully consider the risks described below and the other information in this report. If any of the following risks materialize, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. References in this report to “Spirit,” “we,” “us,” “our,” or the “Company” shall mean Spirit ~~Airlines~~Aviation Holdings, Inc., unless the context indicates otherwise.

Risk Factor Summary

Our business is subject to a number of risks and uncertainties that you should understand before making an investment decision. These risk factors include, but are not limited to, the following:

~~decision.~~•our ~~These~~Chapter ~~risk~~11 ~~factors include, but are not limited to, the following:~~Bankruptcy;

•~~The~~our ~~competitiveness~~securities and the volatility of our ~~industry;~~stock price;

•~~Volatility in fuel costs or significant disruptions in~~ the ~~supply~~competitiveness of ~~fuel~~our industry;

•~~Our~~increased ~~maintenance~~labor costs, ~~which~~union ~~will~~disputes, ~~increase~~employee asstrikes ~~our~~and ~~fleet~~other ~~ages~~labor-related disruption;

•our significant amount of aircraft-related fixed obligations and debt that we have incurred, and may incur in the future;

•~~Our~~our ability to maintain relationships with our general unsecured creditors, employees, customers, vendors, suppliers, aircraft lessors, holders of secured aircraft indebtedness and other third parties; and

•~~Our~~our ability to attract and retain key personnel~~; and~~.

•Our ability to compete effectively during the transition to a new board of directors.

Risks Related to Chapter 11 Bankruptcy

We ~~are~~commenced incases ~~the~~under ~~process~~chapter ~~of Chapter~~ 11 ~~reorganization~~of ~~cases under~~ the Bankruptcy Code, which ~~has and~~ will ~~continue to~~ cause our ~~common~~Common ~~stock~~Stock to decrease in value and will eventually render our ~~common~~Common ~~stock~~Stock worthless.

As previously reported in our Current Report on Form 8-K filed with the ~~Securities~~SEC on August 29, 2025, we commenced voluntary cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Any trading in our Common Stock during the pendency of our Chapter 11 Cases is highly speculative and ~~Exchange~~poses ~~Commission~~substantial risks to purchasers of our Common Stock, as the price of our Common Stock will decrease in value and become worthless. No recovery is expected for holders of our Common Stock in the Chapter 11 Cases.

(the “SEC”) on the Petition Date, we commenced a voluntary case under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Under the terms of the Restructuring Support Agreement, certain of our subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on November 25, 2024. Any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common stock, as the price of our common stock has and will continue to decrease in value and become worthless. As contemplated under the terms of the Restructuring Support Agreement, no recovery is expected for holders of our common stock in the Chapter 11 Cases.

We are subject to other risks and uncertainties associated with our Chapter 11 Cases.

Our operations and ability to develop and execute our business plan, our financial condition, our liquidity and our continuation as a going concern are subject to the risks and uncertainties associated with our Chapter 11 Cases. These risks include the following:

•our ability to ~~consummate~~reorganize ain ~~plan of reorganization with respect to~~ the Chapter 11 Cases;

•the high costs of bankruptcy cases and related fees;

•the imposition of restrictions or obligations on ~~the~~Spirit ~~Company~~ by regulators related to the bankruptcy and emergence from Chapter 11 Cases;

•our ability to ~~obtain~~comply ~~sufficient~~with ~~financing~~the toterms ~~allow~~of usthe toDIP ~~emerge from bankruptcy and execute our business plan post-emergence~~Facility;

•our ability to obtain sufficient financing and access to cash collateral to allow us to operate during the Chapter 11 Cases, to emerge from bankruptcy and to execute our business plan post-emergence;

•Bankruptcy Court rulings in the Chapter 11 Cases, as well as the outcome of all other pending litigation and the outcome of the Chapter 11 Cases generally;

•our ability to maintain our relationships with our general unsecured creditors, employees, customers, vendors, suppliers, aircraft lessors, holders of secured aircraft indebtedness and other third parties;

•our ability to maintain contracts that are critical to our operations;

•our ability to execute competitive contracts with third parties;

•our ability to attract, motivate, and retain key employees;

•the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us;

•our ability to retain our current management team; and

•the actions and decisions of our stockholders, creditors and other third parties who have interests in our Chapter 11 Cases that may be inconsistent with our plans.

Delays in our Chapter 11 Cases increase the risks of us being unable to reorganize our business and emerge from bankruptcy and increase our costs associated with the bankruptcy process.

~~These~~The foregoing risks and uncertainties could affect our business and operations in various ways. For example, negative events or publicity associated with our Chapter 11 Cases could adversely affect our relationships with our general unsecured creditors, employees, customers, vendors, suppliers, aircraft lessors, holders of secured aircraft indebtedness and other third parties, which, in turn, could adversely affect our operations and financial condition. Also, pursuant to the Bankruptcy Code, we need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit our ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with our Chapter 11 Cases, we cannot accurately predict or quantify the ultimate impact or timing of events that occur during our Chapter 11 Cases and the impact that those events will have on our business, financial condition and results of operations. Further, there is no certainty as to our ability to continue as a going concern.

If the Restructuring Support Agreement is terminated, our ability to consummate the Plan may be materially and adversely affected.

Onparties, ~~November 18~~which, ~~2024~~in turn, ~~Spirit~~could adversely affect our operations and ~~the~~financial ~~Supporting~~condition. ~~Stakeholders~~While we entered into ~~the~~a ~~Restructuring~~restructuring ~~Support~~support ~~Agreement.~~agreement ~~The~~with ~~Restructuring~~certain ~~Support~~of ~~Agreement~~our ~~contains~~creditors aand ~~number~~filed ofthe ~~termination~~Proposed ~~events,~~Plan ~~some~~with ofthe ~~which~~bankruptcy ~~would~~court ~~grant~~on ~~the~~March ~~Supporting~~13, ~~Stakeholders~~2026, ~~the~~we ~~right~~have been, and continue to ~~terminate~~be, ~~such~~in ~~Restructuring~~negotiations ~~Support~~with ~~Agreement~~other creditors and constituencies, ~~which~~including ~~could~~lenders ~~adversely~~under ~~affect~~our revolving credit facilities, our ~~ability~~labor unions and certain aircraft lessors, regarding the Chapter 11 Cases to ~~consummate~~seek their approval of the Proposed Plan., ~~Such~~and ~~termination~~there ~~events~~can ~~include,~~be ~~but~~no ~~are~~assurance ~~not~~that ~~limited~~other creditors and constituencies will agree to, ~~for~~support ~~example:~~approval ~~(i)~~of the ~~breach~~Proposed inPlan. ~~any~~Furthermore, ~~material~~the ~~respect~~restructuring bysupport ~~any~~agreement ~~Company~~is ~~Party~~subject ofto ~~any~~termination ofin accordance with the ~~representations,~~terms ~~warranties,~~thereof ~~covenants~~and oris ~~obligations~~subject to the occurrence of ~~such~~certain ~~party,~~milestones ~~(ii)~~contained atherein. ~~motion~~Moreover, due to ~~avoid,~~our ~~disallow,~~continued ~~subordinate,~~operating orlosses ~~recharacterize~~and the ~~Intercompany~~additional ~~Claim~~burden ~~(as~~of ~~defined~~professional infees ~~the~~and ~~Restructuring~~other ~~Support~~costs ~~Agreement)~~of remaining in bankruptcy, ~~(iii)~~any adelays ~~withdrawal~~in ~~from~~obtaining requisite approvals of the Proposed Plan ormay ~~Disclosure~~jeopardize ~~Statement~~our ~~(as~~ability ~~defined~~to emerge from bankruptcy, in ~~the~~which ~~Restructuring~~case ~~Support~~we ~~Agreement),~~may ~~(iv)~~be ~~any~~forced ~~order~~to ~~approving~~liquidate our business. Even if we are successful in emerging from bankruptcy, the Proposed Plan orcontemplates ~~the~~that ~~Disclosure~~we ~~Statement~~will isundertake ~~appealed,~~significant ~~reversed,~~operational ~~stayed,~~and ~~dismissed,~~financial ~~vacated~~measures as we seek to restore profitability, ~~reconsidered~~including orsubstantially ~~modified~~shrinking asour ~~detailed~~fleet inand ~~the~~network, ~~Restructuring~~making ~~Support~~significant ~~Agreement~~changes orto ~~(v)~~our aproduct ~~failure~~and go-to-market ~~meet~~strategy ~~certain~~and ~~milestones~~substantially asreducing ~~detailed~~our instaffing. To the ~~Restructuring~~extent ~~Support~~we ~~Agreement.~~cannot Ifsuccessfully execute the ~~Restructuring~~Proposed ~~Support~~Plan, ~~Agreement~~including ismeasures ~~terminated~~we seek to implement following an emergence from bankruptcy, we may be ~~unable~~forced toback ~~consummate~~into ~~the~~another ~~Plan~~bankruptcy filing, ~~and~~which ~~there~~may ~~can~~result bein noour ~~assurance~~outright ~~that~~liquidation. Pursuant to the Bankruptcy Code, we ~~would~~need bethe ~~able~~prior toapproval ~~enter~~of ~~into~~the aBankruptcy ~~new~~Court ~~plan~~for ortransactions ~~that~~outside ~~any~~the ~~new~~ordinary ~~plan~~course ~~would~~of bebusiness, aswhich ~~favorable~~may limit our ability to ~~holders~~respond timely to certain events or take advantage of ~~claims~~certain asopportunities. Because of the ~~Plan.~~risks Inand ~~addition~~uncertainties associated with our Chapter 11 Cases, ~~any~~we cannot accurately predict or quantify the ultimate impact or timing of events that occur during our Chapter 11 Cases ~~may~~and ~~become~~the ~~protracted~~impact that those events will have on our business, ~~which~~financial ~~could~~condition ~~significantly~~and results of operations. For example, the recent spike in prices of jet fuel resulting from the conflict in Iran and ~~detrimentally~~the Middle East presents an immediate and substantial negative impact to our ~~relationships~~results ~~with~~of operations. If continued, that impact could derail our ~~general~~ability ~~unsecured~~to reach necessary agreements with creditors, ~~employees,~~and ~~customers,~~other ~~vendors~~constituents, ~~suppliers,~~including ~~aircraft~~our ~~lessors~~DIP lenders, ~~holders~~our ofnoteholders, ~~secured~~lenders ~~aircraft~~under ~~indebtedness~~our ~~and~~revolving ~~other~~credit ~~third~~facilities, ~~parties.~~our ~~Even~~labor ~~once~~unions ~~the~~and ~~Plan~~certain isaircraft ~~consummated~~lessors, ~~our~~and ~~operating~~prevent ~~results~~us ~~may~~from beobtaining ~~adversely~~requisite ~~affected~~approvals byof the ~~possible~~Proposed ~~reluctance~~Plan, ofwhich ~~prospective~~in ~~lenders~~turn ~~and~~could ~~other~~require ~~counterparties~~us to doliquidate our business. ~~with~~There ais ~~company~~substantial ~~that~~doubt ~~recently~~as ~~emerged~~to ~~from~~our ~~Chapter~~ability 11to ~~protection~~continue as a going concern.

The Proposed Plan is based in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, we may not be able to achieve our stated goals and continue as a going concern.

The Proposed Plan will affect both our capital structure and the ownership, structure and operation of our business and reflects assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we consider appropriate under the circumstances. In addition, the Proposed Plan relies upon financial projections developed by us with the assistance of our financial advisor, including with respect to fees, revenues, debt service, and cash flow. Financial forecasts are necessarily speculative, and it is likely that one or more of the assumptions and estimates that are the basis of these financial forecasts will not be accurate. Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to (i) our ability to substantially change our capital structure, (ii) our ability to obtain adequate liquidity and financing sources, (iii) our ability to maintain customers’, vendors’, suppliers’, aircraft lessors’ and other third parties' confidence in our viability as a continuing enterprise and to attract and retain sufficient business from and partnership endeavors with them, (iv) our ability to retain key employees and (v) the overall strength and stability of general economic conditions. The failure of any of these factors could materially adversely affect the successful reorganization of our business and the value of the Company. Consequently, at this time, there can be no assurance that the results or developments that are contemplated by the Proposed Plan, will occur or, even if they do occur, that they will have the anticipated effects on us and our subsidiaries or our businesses or operations. The failure of any such results or developments to materialize as anticipated could materially adversely affect the successful execution of the Proposed Plan.

Even if the Proposed Plan is consummated, we may not be able to achieve our stated goals and continue as a going concern.

Even if the Proposed Plan is consummated, we will continue to face a number of risks that are beyond our control, such as changes in economic conditions, changes in the financial markets, changes in investment values or the industry in general, changes in demand for our products and increasing expenses. Some of these risks typically become more acute when a case under the Bankruptcy Code continues for a protracted period of time without indication of how or when the transactions under athe ~~Chapter~~Proposed 11Plan ~~plan of reorganization~~ will close.

~~Further, our corporate business strategy is subject to continued development, evaluation and implementation by our management and Board.~~ In ~~connection with the Plan~~addition, ~~the~~even ~~Board~~after iswe ~~expected~~emerge tofrom ~~be reconstituted~~bankruptcy, ~~and,~~our ~~following~~having ~~emergence,~~recently ~~the~~filed ~~Board~~for isbankruptcy ~~expected~~could toadversely beaffect ~~made~~our upbusiness ~~of seven directors, of which six directors will not have served on the former Board~~ and ~~will~~relationships bewith ~~selected~~our bygeneral ~~the~~unsecured ~~Senior Secured Noteholders and Convertible Noteholders pursuant to the terms of the Restructuring Support Agreement. The new directors may have different backgrounds~~creditors, ~~experiences and perspectives from those individuals who previously served on the Board at the time of the commencement of the Chapter 11 Cases and~~employees, ~~thus~~customers, ~~may have different views on the issues that will determine our future~~vendors, ~~including our strategic plans and priorities. The Board~~suppliers, asaircraft ~~reconstituted~~lessors, ~~may~~holders ~~determine,~~of ~~from~~secured ~~time~~aircraft toindebtedness ~~time,~~and toother ~~implement~~third ~~changes in our business strategy which may affect our operations~~parties. ~~There~~Due ~~is,~~to ~~however~~uncertainties, nomany ~~guarantee~~risks ~~that~~exist ~~the~~even ~~strategic~~after ~~initiatives~~emergence ~~and~~from ~~plans~~bankruptcy, ~~whether~~including ~~current or future, of~~ the Board will be implemented in a timely manner or at all and, consequently, there is no guarantee that the operational and financial objectives of the reconstituted Board will be achieved in a timely manner or at all.following:

In addition, even after we emerge from bankruptcy, our having recently filed for bankruptcy could adversely affect our business and relationships with our general unsecured creditors, employees, customers, vendors, suppliers, aircraft lessors,

holders of secured aircraft indebtedness and other third parties. Due to uncertainties, many risks exist even after emergence from bankruptcy, including the following:

•the ability to attract, motivate and/or retain key executives and employees may be adversely affected;

•employees may be more easily attracted to other employment opportunities; and

•competitors may take business away from us, and our ability to retain customers may be negatively impacted.

The occurrence of one or more of these events could have a material and adverse effect on our operations, financial condition and reputation, and we cannot assure you that having been subject to bankruptcy proceedings will not adversely affect our operations in the future. As a result of these and other risks, we cannot guarantee that the Proposed Plan will achieve our stated goals.

Finally, even if our current debts are reduced or discharged through the Proposed Plan, we expect to have substantial indebtedness following consummation of the Proposed Plan, which may limit our operating flexibility going forward. Our indebtedness following consummation of the Proposed Plan will also subject us to certain restrictive covenants. Failure by us to comply with these covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on us and result in amounts outstanding thereunder to be immediately due and payable. If we are unable to pay amounts due under our indebtedness or to fund other liquidity needs, such as future capital expenditures or contingent liabilities as a result of adverse business developments, including expenses related to future legal proceedings and governmental investigations or decreased revenues, as well as increased pricing pressures or otherwise, we may need to raise additional funds through one or more public or private debt or equity financings or other means to fund our business after the completion of the Chapter 11 Cases. Our access to additional capital may be limited, if it is available at all, particularly in light of the recent bankruptcy proceedings. Therefore, adequate funds may not be available when needed or may not be available on favorable terms. As a result of these and other risks, we cannot guarantee that the Proposed Plan will achieve our stated goals, and, thus, we cannot assure you of our ability to continue as a going concern after our expected emergence from bankruptcy.

The DIP Facility has substantial restrictions and covenants and if we are unable to comply with the covenant requirements under the DIP Facility, it could have a material adverse impact on our financial condition, operating results and cash flows.

IfThe terms of the ~~Company~~DIP ~~Parties~~facility ~~are~~have ~~unable~~been, and may continue to ~~comply~~be, ~~with~~amended ~~the~~from ~~requirements~~time ~~under~~to ~~the~~time ~~DIP~~subject ~~Facility,~~to itBankruptcy ~~could~~Court ~~prevent~~approval ~~them~~and ~~from~~lender ~~drawing~~consent. ~~funds~~Any ~~thereunder~~such ~~and~~amendments, ~~have~~including ato ~~material~~impose ~~adverse~~additional ~~impact~~reporting onrequirements, ~~our~~cash ~~financial~~control ~~condition~~or segregation requirements, ~~operating~~borrowing ~~results~~conditions or other restrictions could further constrain liquidity and ~~cash~~operational ~~flows~~flexibility during the Chapter 11 Cases.

We may be subject to claims that will not be discharged in the Chapter 11 Cases, which could have a material adverse effect on our business, cash flows, liquidity, financial condition and results of operations.

The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from, among other things, substantially all debts arising prior to consummation of a plan of reorganization. Thus, while generally all claims against us that arose prior to the filing of the Chapter 11 Cases or before consummation of ~~the~~any ~~Plan~~bankruptcy plan (i) would be subject to compromise and/or treatment under ~~the~~such ~~Plan~~plan and/or (ii) would be discharged in accordance with the Bankruptcy Code and the terms of ~~the~~such ~~Plan~~plan, certain exceptions may arise. Subject to the terms of ~~the~~any ~~Plan~~plan and orders of the Bankruptcy Court, any claims not ultimately discharged pursuant to ~~the~~a ~~Plan~~plan could be asserted against us and may have an adverse effect on our business, cash flows, liquidity, financial condition and results of operations on a post- reorganization basis.

Changes to our capital structure may have a material adverse effect on existing and future debt and security holders, and will adversely impact holders of our ~~common~~Common ~~stock~~Stock.

Pursuant to the Proposed Plan, our post-bankruptcy capital structure will change significantly. The reorganization of our capital structure pursuant to the Proposed Plan includes exchanges of new debt or equity securities for our existing debt and claims against us. Such new debt will be issued at different interest rates, payment schedules and maturities than our existing debt securities. ~~As contemplated under the terms of the Restructuring Support Agreement, no recovery is expected for holders of our common stock in Chapter 11 Cases.~~ There can be no guarantees regarding the success of any changes to our capital structure in connection with the Chapter 11 Cases. Holders of our debt or of other claims against us may find that their ~~holdings~~claims no longer have any value or are materially reduced in value, or ~~they~~that such claims may be converted to equity and be diluted or may be modified or replaced by debt with a principal amount that is less than the outstanding principal amount, longer maturities and reduced interest rates. Our existing equity securities will no longer have any value and holders of such existing equity securities will receive no recovery ~~under the Plan~~. There can be no assurance that any new debt or equity securities will maintain their value at the time of issuance. If existing debt or equity holders are adversely affected by a reorganization, it may adversely affect our ability to issue new debt or equity in the future.

The negotiations regarding the ~~Restructuring~~Chapter 11 Cases have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.

Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on the ~~Restructuring~~Chapter 11 Cases. This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the ~~Restructuring and the~~ Chapter 11 Cases are protracted. During the pendency of the ~~Restructuring~~restructuring, our employees will face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet customer expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations. Likewise, we could experience losses of customers, vendors, suppliers and aircraft lessors who may be concerned about our ongoing long-term viability.

Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.

We face uncertainty regarding the adequacy of our liquidity and capital resources. In addition to the cash requirements necessary to fund ongoing operations, we have incurred significant professional fees and other costs in connection with ~~preparation for~~ the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. We cannot assure that cash on hand, cash flow from operations and the DIP Facility will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases until we are able to emerge from the Chapter 11 Cases.

Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to comply with the terms and conditions of the ~~agreement governing the~~ DIP ~~Facility~~Credit Agreement and associated agreements, (ii) our ability to comply with the terms and conditions of any cash collateral ~~order~~orders that may be entered by the Bankruptcy Court in connection with the Chapter 11 Cases, (iii) our ability to maintain adequate cash on hand, (iv) our ability to comply with the terms of the restructuring support agreement that provide for use of cash collateral, (v) our ability to generate cash flow from operations, (vvi) our ability to develop, confirm and consummate a chapter 11 plan or other alternative restructuring transaction and (vivii) the cost, duration and outcome of the Chapter 11 Cases. Even if we are able to consummate the Proposed Plan and emerge from bankruptcy, we will be required to undertake severe operational and financial measures as we seek to restore profitability and our longer-term viability. We also will operate initially as a smaller carrier with substantial debt and other long-term obligations and even fewer resources than today compared to our largest competitors. Therefore, following an emergence from bankruptcy, if that occurs, we cannot assure that such measures or our business will be successful.

Our actual financial results after emergence from bankruptcy may not be comparable to our projections filed with the Bankruptcy Court in the course of the Chapter 11 Cases.

In connection with the disclosure statement we filed with the Bankruptcy Court and the hearing to consider confirmation of the Plan, we prepared projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan and our ability to continue operations upon our emergence from the Chapter 11 Cases. Those projections were prepared solely for the purpose of the Chapter 11 Cases and have not been and will not be updated and should not be relied upon by investors. At the time they were prepared, the projections reflected numerous assumptions concerning our anticipated future performance with respect to then prevailing and anticipated market and economic conditions that were and remain beyond our control and that may not materialize. We have not updated the projections prepared solely for the purpose of the Chapter 11 Cases or the assumptions on which they were based after our emergence. Projections are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks, and the assumptions underlying the projections or valuation estimates may prove to be wrong in material respects. Actual results may vary significantly from those contemplated by the projections. As a result, investors should not rely on these projections.

As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future financial performance, which may be volatile.

During the Chapter 11 Cases, we expect our financial results to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the date of the filing of the Chapter 11 Cases.

Our ~~common~~Common ~~stock~~Stock has been delisted from NYSE American and there is no guarantee that our ~~common~~Common ~~stock~~Stock will be regularly traded on the over-the-counter markets.

On September 2, 2025, we received the Delisting Notice from the NYSE notifying us that, as a result of the Chapter 11 Cases and in accordance with the NYSE Listing company Manual Section 802.01D, NYSE had determined that our Common Stock will be delisted from NYSE and trading of our Common Stock was immediately suspended. On September 11, 2025, NYSE filed a Form 25 for us in connection with the delisting of our shares of Common Stock from NYSE. The delisting became effective ten days after the Form 25 was filed. Delisting has had an adverse effect on the liquidity of our Common Stock and, as a result, it is more difficult for you to sell or otherwise transact in our Common Stock. Delisting also reduces the number of investors willing to hold or acquire our Common Stock and negatively impacts our ability to access equity markets and obtain financing.

OnIn ~~November 18, 2024, we received the Delisting Notice from the NYSE notifying us that, as a result of the Chapter 11 Cases and in~~ accordance with ~~the~~Rule ~~NYSE~~12d2-2 ~~Listing company Manual Section 802.01D, NYSE had determined that our common stock will be delisted from NYSE and trading~~ of ~~our~~the ~~common~~Exchange ~~stock was suspended immediately. On December 5~~Act, ~~2024, NYSE filed a Form 25 for us in connection with~~ the ~~delisting~~de-registration of our ~~shares~~Common ofStock ~~common~~under ~~stock~~Section ~~from~~12(b) ~~NYSE.~~of ~~The~~the ~~delisting~~Exchange Act became effective ~~ten~~90 days after the date the Form 25 was filed. Delisting has had an adverse effect on the liquidity of our common stock and, as a result, it is more difficult for you to sell or otherwise transact in our common stock. Delisting also reduces the number of investors willing to hold or acquire our common stock and negatively impacts our ability to access equity markets and obtain financing.

InFollowing ~~accordance~~the ~~with~~suspension ~~Rule~~of ~~12d2-2~~trading ofon the ~~Exchange~~NYSE, ~~Act~~our Common Stock has been quoted in the OTC Pink Limited Market. The OTC Pink Limited Market is a significantly more limited market than NYSE American, and quotation on the ~~de-registration~~OTC Pink Limited Market has resulted in a less liquid market for existing and potential holders of the Common Stock to trade our ~~common~~Common ~~stock~~Stock ~~under~~and ~~Section~~could ~~12(b)~~further ofdepress the ~~Exchange~~trading ~~Act~~price of our Common Stock. There is no guarantee that our Common Stock will continue to be traded on the over-the-counter markets, and accordingly, our Common Stock may become ~~effective~~illiquid. 90We ~~days~~can ~~after~~provide no assurance as to whether broker-dealers will continue to provide public quotes of the ~~date~~Common Stock on this market, or whether the ~~Form~~trading 25volume ~~was~~of ~~filed~~the Common Stock will be sufficient to provide for an efficient trading market.

~~Following~~Our ~~the~~ability ~~suspension~~to ofuse ~~trading~~net onoperating ~~the~~loss ~~NYSE,~~carryforwards ~~our~~(“NOLs”) ~~common~~may ~~stock~~become ~~has~~subject ~~been~~to ~~quoted~~further inlimitation, ~~the~~or ~~OTC~~may ~~Pink~~be ~~Open~~reduced ~~Market.~~or ~~The OTC Pink Open Market is a significantly more limited market than NYSE~~eliminated, ~~and~~in ~~quotation~~connection onwith the ~~OTC~~implementation ~~Pink~~of ~~Open Market has resulted in~~ a ~~less~~Chapter ~~liquid~~11 ~~market~~plan. ~~for~~The ~~existing~~Bankruptcy ~~and~~Court ~~potential~~has ~~holders~~entered ofan ~~the~~order ~~common~~that ~~stock to trade our common stock and could further depress the trading price of our common stock. There~~ is nodesigned ~~guarantee that our common stock will continue~~ to beprotect ~~traded on the over-the-counter markets, and accordingly,~~ our ~~common~~NOLs ~~stock~~against ~~may~~additional ~~become~~limitations ~~illiquid.~~until Weany ~~can~~plan ~~provide~~is no assurance as to whether broker-dealers will continue to provide public quotes of the common stock on this market, or whether the trading volume of the common stock will be sufficient to provide for an efficient trading marketconsummated.

Our ability to use net operating loss carryforwards (“NOLs”) may become subject to limitation, or may be reduced or eliminated, in connection with the implementation of the Plan. The Bankruptcy Court has entered an order that is designed to protect our NOLs until the Plan is consummated.

Under U.S. federal income tax law, a corporation is generally permitted to deduct from taxable income NOLs carried forward from prior years. To date, we have generated a significant amount of U.S. federal NOLs.

~~Our~~We ~~ability~~underwent ~~to utilize our NOLs to offset future taxable income and to reduce our U.S. federal income tax liability is subject to certain requirements and restrictions. If a corporation with NOLs undergoes~~ an “ownership change” ~~within~~under ~~the meaning of~~ Section 382 of the ~~U.S.~~ Internal Revenue Code ofin ~~1986,~~2025 asin ~~amended~~connection (with the ~~“Code”)~~2024 Bankruptcy, ~~then~~and ~~such~~we ~~corporation's~~may ~~use~~experience ofa ~~such~~second ~~“pre-change” NOLs to offset income incurred following such~~ ownership change ~~generally will be subject to an annual limitation specified~~ in ~~Section~~connection ~~382~~with of the ~~Code.~~current ~~Such~~2025 ~~limitation~~Bankruptcy. ~~also~~Our ~~may~~ability ~~apply~~ to ~~certain~~utilize ~~losses~~our orNOLs ~~deductions~~to ~~that~~offset ~~are~~future ~~“built-in”~~taxable ~~(i.e.,~~income ~~attributable~~and to ~~periods~~reduce ~~prior~~our toU.S. ~~the~~federal ~~ownership~~income ~~change, but not yet taken into account for~~ tax ~~purposes)~~liability asis ofcurrently ~~the~~subject ~~date~~to ofcertain ~~the~~requirements ~~ownership~~and ~~change that are subsequently recognized~~restrictions. AnIf ~~ownership~~we ~~change~~experience ~~generally~~another ~~occurs when there is either (i) a shift in~~ "ownership ~~involving one or more “5% shareholders~~change,”" ~~or (ii) an “equity structure shift” and,~~ as adefined ~~result,~~in ~~the~~Section ~~percentage~~382 of ~~stock of~~ the ~~corporation~~Internal ~~owned~~Revenue by one or more 5% shareholders (based on value) has increased by more than 50 percentage points over the lowest percentage of stock of the corporation owned by such shareholders during the “testing period” (generally the three years preceding the testing date). If we experience an “ownership changeCode,” our ability to use our NOLs may be ~~substantially~~subject ~~limited~~to additional, more substantial, limitations, which could increase the taxes paid by ~~the Company~~Spirit. Although we are taking steps to limit risk of an ownership change before consummation of the ~~Plan~~2025 Bankruptcy, there can be no assurance that these steps will be successful. ~~Moreover, we expect to undergo an ownership change under Section 382 of the Code in connection with the consummation of the Plan.~~

In addition, our NOLs (and other tax attributes) may be subject to use in connection with the implementation of ~~the~~any ~~Plan~~bankruptcy chapter 11 plan or reduction as a result of any cancellation of indebtedness income arising in connection with the implementation of ~~the~~any ~~Plan~~bankruptcy Chapter 11 plan. As such, at this time, there can be no assurance that we will have NOLs to offset future taxable income.

Risks Related to Our Industry

We operate in an extremely competitive industry.

We face significant competition with respect to routes, fares and services. Within the airline industry, we compete with traditional network airlines, other low-cost airlines and regional airlines on many of our routes. Competition in most of the destinations we presently serve is intense, sometimes due to the large number of carriers in those markets. Furthermore, other airlines may begin service or increase existing service on routes where we currently face little competition. Most of our competitors are larger than us and have significantly greater financial and other resources than we do.

The airline industry is particularly susceptible to price discounting because once a flight is scheduled, airlines incur only nominal additional costs to provide service to passengers occupying otherwise unsold seats. Increased fare or other price competition has adversely affected, and may continue to adversely affect, our revenue generation. Moreover, many other airlines have begun to unbundle services by charging separately for services such as baggage and advance seat selection. This unbundling and other cost reducing measures could enable competitor airlines to reduce fares on routes that we serve.

airlines have begun to unbundle services by charging separately for services such as baggage and advance seat selection. This unbundling and other cost reducing measures could enable competitor airlines to reduce fares on routes that we serve.

Airlines increase or decrease capacity in markets based on perceived profitability, market share objectives, competitive considerations and other reasons. Decisions by our competitors that increase overall industry capacity, or capacity dedicated to a particular domestic or foreign region, market or route, could have a material adverse impact on our business. If a traditional network airline were to successfully develop a low-cost structure, compete with us on price or if we were to experience increased competition from other low-cost carriers, our business could be materially adversely affected.

Many of the traditional network airlines in the United States have on one or more occasions initiated bankruptcy proceedings in attempts to restructure their debt and other obligations and reduce their operating costs. They also have completed large mergers that have increased their scale and share of the travel market. The mergers between AMR Corporation and US Airways Group, Inc., between Delta Air Lines and Northwest Airlines, between United Airlines and Continental Airlines, between Southwest Airlines and AirTran Airways, and between Alaska Airlines and Virgin America, ~~have created five large airlines, with substantial national~~ and international networks which create a more challenging competitive environment for smaller airlines like us. In the future, there may be additional consolidation in our industry. For example, on September 18, 2024, Alaska Airlines and Hawaiian Airlines, ~~announced~~have ~~the~~created ~~successful~~five ~~completion~~large ofairlines, ~~their~~with ~~merger.~~substantial ~~Any~~national ~~business combination could significantly alter industry conditions~~ and ~~competition~~international ~~within~~networks ~~the airline industry,~~ which ~~could have an adverse effect on our business.~~

create a more challenging competitive environment for smaller airlines like us. In the future, there may be additional consolidation in our industry. Any business combination could significantly alter industry conditions and competition within the airline industry, which could have an adverse effect on our business. In addition, United Airlines and JetBlue announced a collaborative partnership pursuant to which customers can use loyalty benefits on either airline, each airline will offer flights on the other's websites and each airline gets access to slots at certain slot-constrained airports. This collaboration may increase competition with us since we do not have similar arrangements with any other airlines.

As we continue to evolve and transform our business model to include premium options, we expect to continue to face significant competition, including from competitors that have significantly greater financial and other resources, have more comprehensive networks and have more established loyalty programs.

The extremely competitive nature of the airline industry could prevent us from attaining the level of passenger traffic or maintaining the level of fares or revenues required to sustain profitable operations in new and existing markets and could impede our network strategy, which could harm our operating results. Due to our relatively small size, we are susceptible to fare competition or other competitive activities in one or more of the markets we serve, which could have a material adverse effect on our business, results of operations and financial condition.

Our low-cost structure is one of our primary competitive advantages, and many factors could affect our ability to control our costs.

Our low-cost structure is one of our primary competitive advantages. However, we have limited control over many of our costs. For example, we have limited control over the price and availability of aircraft fuel, aviation insurance, airport costs and related infrastructure taxes, the cost of meeting changing regulatory requirements and our cost and ability to access capital or financing. In addition, the compensation and benefit costs applicable to a significant portion of our employees are established by the terms of our collective bargaining agreements. We cannot guarantee we will be able to maintain a cost advantage over our competitors. If our cost structure ~~increases~~continues to increase and we are no longer able to maintain a sufficient cost advantage over our competitors, it could have a material adverse effect on our business, results of operations and financial condition.

The airline industry is heavily influenced by the price and availability of aircraft fuel. Continued volatility in fuel costs or significant disruptions in the supply of fuel, including hurricanes and other events affecting the Gulf Coast and conflicts in the Middle East in particular, could ~~materially~~have ~~adversely~~a ~~affect~~material adverse effect on our business, results of operations and financial condition.

Aircraft fuel costs represented approximately ~~24.6~~22%, ~~31.1~~25% and ~~34.1~~31% of our total operating expenses for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. As such, our operating results are significantly affected by changes in the availability and the cost of aircraft fuel, especially aircraft fuel refined in the U.S. Gulf Coast region, on which we are highly dependent. Both the cost and the availability of aircraft fuel are subject to many meteorological, economic and political factors and events occurring throughout the world, which we can neither control nor accurately predict. For example, a major hurricane making landfall along the Gulf Coast could disrupt oil production, refinery operations and pipeline capacity in that region, possibly resulting in significant increases in the price of aircraft fuel and diminished availability of aircraft fuel supply. Any disruption to oil production, refinery operations, or pipeline capacity in the Gulf Coast region could have a disproportionate impact on our operating results compared to other airlines that have more diversified fuel sources. Fuel prices also may be affected by geopolitical and macroeconomic conditions and events that are outside of our control, including volatility in the relative strength of the U.S. dollar, the currency in which oil is denominated. Instability within major oil producing regions, such as the Middle East and Venezuela, Russia's ongoing conflict in Ukraine, ongoing conflicts throughout the Middle East, changes in demand from major petroleum users such as China, and secular increases in competing energy sources are examples of these trends.

Aircraft fuel prices have been, and continue to be, subject to high volatility, fluctuating substantially over the past several years. For example, our fuel prices spiked at a high of $3.82 per gallon, in the third quarter of 2022, and fell as low as $1.05 per gallon in the second quarter of 2020. Most recently, aircraft fuel prices surged in March 2026 following U.S. and Israeli strikes on Iran and retaliatory strikes by Iran affecting, among others, Israel, Saudi Arabia and the United Arab Emirates. In addition, there has been significant disruption to international shipping trade routes through the Strait of Hormuz, through which approximately 20% of the world’s oil and gas supply is transported, further exacerbating the impact on fuel prices, including for aircraft fuel. A prolonged or escalating conflict in Iran and the Middle East could further disrupt global energy markets and cause aircraft fuel prices to remain elevated or raise prices even higher.

We cannot predict the future availability, price volatility or cost of aircraft fuel, or how long current or future conflicts will last or their ultimate impact on global energy markets. Moreover, even if the conflict in Iran and the Middle East subsides or ends, there may be lasting disruptions to fuel production, including related infrastructure and transportation. Due to the large proportion of aircraft fuel costs in our total operating cost base, even a relatively small increase or decrease in the price of

~~Aircraft~~aircraft fuel ~~prices~~can have ~~been~~a ~~subject~~significant tonegative ~~high~~impact ~~volatility,~~on ~~fluctuating~~our ~~substantially~~operating ~~over~~costs ~~the~~or ~~past~~revenues ~~several~~and ~~years.~~on ~~For~~our ~~example~~business, ~~our~~results ~~fuel~~of ~~prices~~operations ~~spiked~~and atfinancial acondition. ~~high~~The recent spike in the price of ~~$3.82~~aircraft ~~per~~fuel ~~gallon,~~resulting infrom the ~~third~~conflicts ~~quarter~~in ofIran ~~2022,~~ and ~~fell~~the asMiddle ~~low~~East asis ~~$1.05~~expected ~~per~~to ~~gallon~~have inan ~~the~~immediate ~~second~~and ~~quarter~~substantial ofnegative ~~2020.~~impact Weon ~~cannot~~our ~~predict~~results ~~the~~of ~~future~~operations. ~~availability~~If continued, ~~price~~the ~~volatility~~negative orimpacts ~~cost~~from ofhigher aircraft fuel. ~~Due~~prices could undermine our ability to ~~the~~reach ~~large~~necessary ~~proportion~~agreements ofwith ~~aircraft~~creditors ~~fuel~~and ~~costs~~other inconstituents, including our ~~total~~DIP ~~operating~~lenders, ~~cost~~our ~~base~~noteholders, ~~even~~lenders aunder ~~relatively~~our ~~small~~revolving ~~increase~~credit orfacilities, ~~decrease~~our inlabor ~~the~~unions ~~price~~and ofcertain aircraft ~~fuel~~lessors, ~~can~~which ~~have~~would aprolong ~~significant~~the ~~negative~~Chapter ~~impact~~11 onCases. ~~our~~If ~~operating~~we ~~costs~~are orunable ~~revenues~~to reach necessary agreements with creditors and onother ~~our~~constituents ~~business~~in a timely manner, ~~results~~we ofmay ~~operations~~be ~~and~~required ~~financial~~to ~~condition.~~liquidate our business.

Fuel derivative activity, if any, may not reduce fuel costs.

From time to time, we may enter into fuel derivative contracts in order to mitigate the risk to our business from future volatility in fuel prices, refining risk between the price of crude oil and the price of refined jet fuel, and to manage the risk of increasing fuel prices. Our derivatives may generally consist of United States Gulf Coast jet fuel swaps (“jet fuel swaps”) and United States Gulf Coast jet fuel options (“jet fuel options”). Both jet fuel swaps and jet fuel options can be used at times to protect the refining risk between the price of crude oil and the price of refined jet fuel, and to manage the risk of increasing fuel prices. As of December 31, ~~2024~~2025, we had no outstanding jet fuel derivatives, and we have not engaged in fuel derivative activity since 2015. There can be no assurance that we will be able to enter into fuel derivative contracts in the future if we are required or choose to do so. In the past we have not had, we currently do not have, and in the future, we may not have, sufficient creditworthiness or liquidity to post the collateral necessary to hedge our fuel requirements. Our liquidity and general level of capital resources impacts our ability to hedge our fuel requirements. Even if we are able to hedge portions of our future fuel requirements, we cannot guarantee that our derivative contracts will provide sufficient protection against increased fuel costs or that our counterparties will be able to perform under our derivative contracts, such as in the case of a counterparty’s insolvency. Furthermore, our ability to react to the cost of fuel, absent hedging, is limited because we set the price of tickets in advance of incurring fuel costs. Our ability to pass on any significant increases in aircraft fuel costs through fare increases could also be limited. In the event of a reduction in fuel prices compared to our hedged position, if any, our hedged positions could counteract the cost benefit of lower fuel prices and may require us to post cash margin collateral. In a falling fuel price environment, we may be required to make cash payments to our counterparties which may impair our liquidity position and increase our costs.

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends and Uncertainties Affecting Our Business—Aircraft Fuel.”

Restrictions on, or increased taxes applicable to, charges for ancillary products and services paid by airline passengers and burdensome consumer protection regulations or laws could harm our business, results of operations and financial condition.

The DOT has rules governing many facets of the airline-consumer relationship, including, for instance, price advertising, tarmac delays, bumping of passengers from flights, ticket refunds and the carriage of disabled passengers. If we are not able to remain in compliance with these rules, the DOT may subject us to fines or other enforcement action, including requirements to modify our passenger reservations system, which could have a material adverse effect on our business. The U.S. Congress and federal administrative agencies have investigated the increasingly common airline industry practice of unbundling the pricing of certain products and services. If new taxes are imposed on ancillary products or if other laws or regulations are adopted that make ancillary products more cumbersome or expensive, our business, results of operations and financial condition could be harmed. Congressional and other government scrutiny may also change industry practice or public willingness to pay for ancillary services. See also “Risks Related to Our Business—We are subject to extensive and increasing regulation by the FAA, DOT, TSA and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business and financial results.”

We have not paid certain federal excise taxes on optional passenger seat selection charges (the “Excise Tax”). Following an audit by the IRS related to the collection of the Excise Tax on optional passenger seat selection charges covering the second quarter of 2018 through the fourth quarter of 2020, on March 31, 2022, we were assessed $34.9 million. On July 19, 2022, the assessment was reduced to $27.5 million. We believe we have defenses available and ~~intend~~have toinformed ~~challenge~~the IRS that we are challenging the assessment;. ~~therefore,~~We webelieve a loss in this matter is not probable and have not recognized a loss contingency.

The airline industry is particularly sensitive to changes in economic conditions. Adverse economic conditions would negatively impact our business, results of operations and financial condition.

Our business and the airline industry in general are affected by many changing economic conditions beyond our control, including, among others:

•changes and volatility in general economic conditions, including the severity and duration of any downturn in the U.S. or global economy and financial markets and the rate of inflation;

•changes in consumer preferences, perceptions, spending patterns or demographic trends, including any increased preference for higher-fare carriers offering higher amenity levels, and reduced preferences for low-fare carriers offering more basic transportation;

•higher levels of unemployment and varying levels of disposable or discretionary income in part due to the effect of high inflation rates and interest rates in the United States;

•depressed housing and stock market prices; and

•lower levels of actual or perceived consumer confidence.

These factors can adversely affect, and from time to time have adversely affected, our results of operations, our ability to obtain financing on acceptable terms and our liquidity. Unfavorable general economic conditions, such as higher unemployment rates, a constrained credit market, housing-related pressures and increased focus on reducing business operating costs, can reduce spending for price-sensitive leisure and business travel. For many travelers, in particular the price-sensitive travelers we serve, air transportation is a discretionary purchase that they may reduce or eliminate from their spending in difficult economic times. The overall decrease in demand for air transportation in the United States in 2008 and 2009 resulting from record high fuel prices and the economic recession required us to take significant steps to reduce our capacity, which reduced our revenues. Additionally, in 2020 and 2021, we were required to reduce our capacity as a result of a dramatic drop in demand due to, and restrictions imposed as a result of, the COVID-19 pandemic. Unfavorable economic conditions could also affect our ability to raise prices to counteract the effect of increased fuel, labor or other costs, resulting in a material adverse effect on our business, results of operations and financial condition.

The airline industry faces ongoing security concerns and related cost burdens, furthered by threatened or actual terrorist attacks or other hostilities, that could significantly harm our industry and our business.

The terrorist attacks of September 11, 2001 and their aftermath negatively affected the airline industry. The primary effects experienced by the airline industry included:

•substantial loss of revenue and flight disruption costs caused by the grounding of all commercial air traffic in or headed to the United States by the FAA for days after the terrorist attacks;

•increased security and insurance costs;

•increased concerns about future terrorist attacks;

•airport shutdowns and flight cancellations and delays due to security breaches and perceived safety threats; and

•significantly reduced passenger traffic and yields due to the subsequent dramatic drop in demand for air travel.

Since September 11, 2001, the Department of Homeland Security and the TSA have implemented numerous security measures that restrict airline operations and increase costs, and are likely to implement additional measures in the future. For example, following the widely publicized attempt of an alleged terrorist to detonate plastic explosives hidden underneath his clothes on a Northwest Airlines flight on Christmas Day in 2009, passengers became subject to enhanced random screening, which included pat-downs, explosive detection testing and body scans. Enhanced passenger screening, increased regulation governing carry-on baggage and other similar restrictions on passenger travel may further increase passenger inconvenience and reduce the demand for air travel. In addition, increased or enhanced security measures have tended to result in higher governmental fees imposed on airlines, resulting in higher operating costs for airlines, which we may not be able to pass on to consumers in the form of higher prices. Any future terrorist attacks or attempted attacks, even if not made directly on the airline industry, or the fear of such attacks or other hostilities (including elevated national threat warnings or selective cancellation or redirection of flights due to terror threats) would likely have a material adverse effect on our business, results of operations and financial condition and on the airline industry in general.

Airlines are often affected by factors beyond their control, any of which could harm our business, operating results and financial condition.

Like other airlines, our business is affected by factors beyond our control, including air traffic congestion at airports, air traffic control inefficiencies, major construction or improvements at airports at which we operate, adverse weather conditions, increased security measures, software or technology problems, new travel-related taxes, the outbreak of disease, new regulations or policies from the presidential administration and Congress, government shutdowns and supply chain disruptions, in particular those causing inability to obtain, or delays in obtaining, aircraft or spare parts such as engines. Factors that cause flight delays frustrate passengers and increase costs, which in turn could adversely affect profitability. The federal government ~~currently~~

currently controls all U.S. airspace, and airlines are completely dependent on the FAA to operate that airspace in a safe, efficient and affordable manner. The air traffic control system, which is operated by the FAA, faces challenges in managing the growing demand for U.S. air travel. U.S. and foreign air-traffic controllers often rely on outdated technologies that routinely overwhelm the system and compel airlines to fly inefficient, indirect routes resulting in delays. A significant portion of our operations is concentrated in markets such as South Florida, the Caribbean, Latin America and the Northeast and northern Midwest regions of the United States, which are particularly vulnerable to weather, airport traffic constraints and other delays. Adverse weather conditions and natural disasters, such as hurricanes affecting southern Florida and the Caribbean (such as Hurricanes Irma and Maria in September 2017, Hurricane Dorian in August 2019, Hurricane Laura in August 2020, Hurricane Ian in September 2022, Hurricane Idalia in August 2023, Hurricane Helene in September 2024 and Hurricane Milton in October 2024) as well as southern Texas (such as Hurricane Harvey in August 2017 and Hurricane Beryl in July 2024), winter snowstorms or earthquakes (such as the September 2017 earthquakes in Mexico City, Mexico and the December 2019 and January 2020 earthquakes in Puerto Rico) can cause flight cancellations, significant delays and facility disruptions. For example, during 2017, the timing and location of Hurricanes Irma and Maria produced a domino effect on our operations, resulting in approximately 1,400 flight cancellations and numerous flight delays, which resulted in an adverse effect on our results of operations. Cancellations or delays due to adverse weather conditions or natural disasters, air traffic control problems or inefficiencies, breaches in security, software or technology problems, staffing shortages, or other factors may affect us to a greater degree than other, larger airlines that may be able to recover more quickly from these events, and therefore could harm our business, results of operations and financial condition to a greater degree than other air carriers. For example, during 2022, a number of adverse weather events, as well as increases in air traffic control programs and restrictions, led to a significant number of flight delays and cancellations. Similarly, the CrowdStrike IT outage in July 2024 caused a significant number of flight cancellations before the software issue was remedied. Because of our high utilization, point-to-point network, operational disruptions can have a disproportionate impact on our ability to recover. In addition, many airlines reaccommodate their disrupted passengers on other airlines at prearranged rates under flight interruption manifest agreements. We have been unsuccessful in procuring any of these agreements with our peers, which makes our recovery from disruption more challenging than for larger airlines that have these agreements in place. Similarly, outbreaks of pandemic or contagious diseases, such as Ebola, measles, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine) flu, Zika virus and COVID-19, could result in significant decreases in passenger traffic, the imposition of government restrictions in service, supply chain bottlenecks or issues, and staffing shortages and could have a material adverse impact on the airline industry. For example, in 2020 and 2021, the U.S. government and government authorities in other countries around the world implemented travel bans, testing requirements and other restrictions in response to the COVID-19 pandemic and recommended against air travel, which drastically reduced consumer demand for air travel. Any resurgence of COVID-19 or another pandemic or public health crisis that results in similar or other restrictions could have a material adverse effect on our business and results of operations. Air travel is continuing its resurgence following widespread adoption of vaccines, but the situation is fluid and actual capacity adjustments could be different than what we currently expect. Any increases in travel-related taxes could also result in decreases in passenger traffic. Any general reduction in airline passenger traffic could have a material adverse effect on our business, results of operations and financial condition. Moreover, U.S. federal government shutdowns may cause delays and cancellations or reductions in discretionary travel due to longer security lines, including as a result of furloughed government employees, or reductions in staffing levels, including air traffic controllers, or required flight schedule reductions. U.S. government shutdowns may also impact our ability to take delivery of aircraft and commence operations in new domestic stations. Any extended shutdown like the one in ~~January~~October ~~2019~~2025 may have a negative impact on our operations and financial results. In addition, supply chain issues have led to delays in aircraft deliveries and negatively impacted our ability to source spare parts and complete maintenance on a timely basis, which could have an adverse effect on our business and results of operations.

Restrictions on or litigation regarding third-party membership discount programs could harm our business, operating results and financial condition.

We generate a relatively small but growing portion of our revenue from commissions, revenue share and other fees paid to us by third-party merchants for customer click-throughs, distribution of third-party promotional materials and referrals arising from products and services of the third-party merchants that we offer to our customers on our website. Some of these third-party referral-based offers are for memberships in discount programs or similar promotions made to customers who have purchased products from us, and for which we receive a payment from the third-party merchants for every customer that accepts the promotion. Certain of these third-party membership discount programs have been the subject of consumer complaints, litigation and regulatory actions alleging that the enrollment and billing practices involved in the programs violate various consumer protection laws or are otherwise deceptive. Any private or governmental claim or action that may be brought against us in the future relating to these third-party membership programs could result in our being obligated to pay damages or incurring legal fees in defending claims. These damages and fees could be disproportionate to the revenues we generate through these relationships. In addition, customer dissatisfaction or a significant reduction in or termination of the third-party membership discount offers on our website as a result of these claims could have a negative impact on our brand, and could have a material adverse effect on our business, results of operations and financial condition.

membership discount offers on our website as a result of these claims could have a negative impact on our brand and could have a material adverse effect on our business, results of operations and financial condition.

We face competition from air travel substitutes.

In addition to airline competition from traditional network airlines, other low-cost airlines and regional airlines, we also face competition from air travel substitutes. On our domestic routes, we face competition from some other transportation alternatives, such as bus, train or automobile. In addition, technology advancements may limit the demand for air travel. For example, video teleconferencing and other methods of electronic communication may reduce the need for in-person communication and add a new dimension of competition to the industry as travelers seek lower-cost substitutes for air travel. If we are unable to adjust rapidly in the event the basis of competition in our markets changes, it could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Business

We have changed our business strategy, and there can be no assurance that our current business strategy will be successful.

Our business strategy has changed substantially since embarking upon our comprehensive transformation plan, which is designed to realign our business model to evolved customer needs, such as premium leisure, while maintaining low costs. For additional information refer to “Business – Our Business Model.” Although we believe that our strategy will improve our business and mitigate risks, because of the risks described elsewhere in this “Risk Factors” section, potentially greater than anticipated costs to support our business model or other unforeseen issues or problems that might arise, there can be no assurance that our transformation plan will succeed as intended or that we will be able to execute on our strategy effectively.

Increased labor costs, union disputes, employee strikes and other labor-related disruption may adversely affect our business, results of operations and financial conditions.

Our business is labor intensive, with labor costs representing approximately ~~28.1~~32%, ~~27.6~~28% and ~~22.1~~28% of our total operating costs for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. As of December 31, ~~2024~~2025, approximately 8481% of our workforce was represented by labor unions. We cannot assure that our labor costs going forward will remain competitive, because in the future our labor agreements may be amended or become amendable and new agreements could have terms with higher labor costs; one or more of our competitors may significantly reduce their labor costs, thereby reducing or eliminating our comparative advantages as to one or more of such competitors; or our labor costs may increase in connection with our network strategy. As further described below, our aircraft maintenance technicians (“AMTs”) voted to be represented by the Aircraft Mechanics Fraternal Association (the “AMFA”). In November 2022, AMFA notified us of its intent to negotiate a CBA and we began negotiations. In October 2023, AMFA filed for mediation with the National Mediation Board (“NMB”). In May 2024, the parties began negotiations with a NMB mediation, and those discussions are ongoing. Any such negotiation may cause us to incur higher labor costs for our AMTs over the term of the agreement than we would have incurred absent from such agreement. We may also become subject to additional collective bargaining agreements in the future given the possibility that other non-unionized workers may unionize.

Relations between air carriers and labor unions in the United States are governed by the RLA. Under the RLA, collective bargaining agreements generally contain “amendable dates” rather than expiration dates, subject to standard opener provisions, and the RLA requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a multi-stage and usually lengthy series of bargaining processes overseen by the NMB. This process continues until either the parties have reached agreement on a new collective bargaining agreement or the parties have been released to “self-help” by the NMB. In most circumstances, the RLA prohibits strikes; however, after release by the NMB, carriers and unions are free to engage in self-help measures such as lockouts and strikes.

During 2017, we experienced operational disruption from pilot-related work action which adversely impacted our results. We obtained a temporary restraining order to enjoin further illegal labor action. In January 2018, under the guidance of the NMB-assigned mediators, the parties reached a tentative agreement. In February 2018, the pilot group voted to approve the five-year agreement with us. During the fourth quarter of 2022, we reached an agreement with ALPA for a new two-year agreement, which was ratified by ALPA members on January 10, 2023. The ratified agreement ~~includes~~included increased pay rates and other enhanced benefits. In March 2024, ALPA provided notice to us that it ~~intends~~intended to amend its CBA with ~~its~~our pilots. Inand in July 2024, ~~the~~we ~~parties~~ began negotiations. As a result of the 2025 Chapter 11 Bankruptcy Proceedings, we engaged in concessionary negotiations with both ALPA and ~~those~~AFA-CWA. ~~discussions~~On ~~are~~November 6, ~~ongoing~~2025, we reached agreements in principle with each of the two unions. These agreements were ratified by union members in December 2025, approved by the Bankruptcy Court on

In March 2016, under the supervision of the NMB, we reached a tentative agreement for a five-year contract with our flight attendants. Our flight attendants ratified the agreement in May 2016. In February 2021, we entered into a Letter of Agreement with the AFA-CWA to change the amendable date of the collective bargaining agreement from May 4, 2021 to September 1, 2021. All other terms of the collective bargaining agreement remained the same. In June 2021, the AFA-CWA

~~notified us~~December 29, ~~as required by the RLA~~2025, ~~that~~and itare ~~intended~~amendable toin ~~submit~~January ~~proposed changes to the collective bargaining agreement covering our flight attendants~~2028. WeUnder ~~commenced negotiations with~~ the ~~AFA-CWA~~pilot ~~on September 27~~agreement, ~~2021.~~hourly Inpay ~~February~~will ~~2023,~~be wereduced ~~reached an agreement with our flight attendants which was ratified~~ by ~~the~~8% ~~flight~~effective ~~attendants~~January 1, ~~on April 13~~2026, ~~2023~~ and ~~becomes~~employer ~~amendable~~401(k) incontributions ~~January~~will ~~2026.~~be ~~The~~reduced ~~ratified~~from ~~agreement~~16% ~~includes~~to ~~increased~~8% ~~pay~~for ~~rates~~2026 and ~~other enhanced benefits~~2027.

~~Our~~In ~~dispatchers~~March ~~are~~2016, ~~represented~~under by the ~~PAFCA.~~supervision Inof ~~October~~the ~~2018~~NMB, we reached a tentative agreement for a five-year contract with ~~PAFCA~~our ~~for~~flight attendants. Our flight attendants ratified the agreement in May 2016. In February 2021, we entered into a ~~new~~Letter ~~five~~of Agreement with the AFA-~~year~~CWA to change the amendable date of the collective bargaining agreement from May 4, ~~which~~2021 ~~was~~to ~~ratified~~September by1, 2021. All other terms of the ~~PAFCA~~collective ~~members~~bargaining inagreement ~~October~~remained ~~2018~~the same. In ~~May~~June ~~2023~~2021, ~~PAFCA~~the ~~provided~~AFA-CWA ~~notice~~notified us, as required by the RLA, that it ~~intends~~intended to ~~amend~~submit ~~its~~proposed ~~CBA~~changes ~~with~~to ~~our~~the ~~dispatchers.~~collective ~~The~~bargaining ~~parties~~agreement ~~began~~covering ~~negotiating~~our ~~changes~~flight toattendants. We commenced negotiations with the ~~CBA~~AFA-CWA on ~~July~~September 1227, ~~2023~~2021. In February ~~2024~~2023, ~~PAFCA~~we ~~filed~~reached ~~for~~an ~~mediation~~agreement with our flight attendants which was ratified by the ~~NMB.~~flight Inattendants on April ~~2024~~13, 2023 and became amendable in January 2026. The ratified agreement included increased pay rates and other enhanced benefits. As a result of the ~~parties~~2025 ~~began~~Chapter 11 Bankruptcy Proceedings, we engaged in concessionary negotiations with aboth ~~mediator~~ALPA and AFA-CWA. InOn ~~July~~November 6, ~~2024~~2025, ~~the~~we ~~Company~~ reached anagreements ~~agreement~~in principle with ~~PAFCA~~each ~~for~~of athe ~~new~~ two~~-year~~ ~~agreement,~~unions. ~~which~~These ~~was~~agreements were ratified by ~~PAFCA~~union members in December 2025, approved by the Bankruptcy Court on ~~August~~December 29, 102025, ~~2024~~and are amendable in January 2028. The ~~ratified~~flight attendant agreement includes ~~increased~~a reduction in incentive overtime pay ~~rates~~and elimination of ground holding pay in certain circumstances.

Our ~~ramp~~dispatchers ~~service agents~~ are represented by ~~IAMAW~~the PAFCA. ~~Representation~~In ~~only~~October ~~applies~~2018, towe ~~our~~reached ~~Fort~~a ~~Lauderdale~~tentative ~~station~~agreement ~~where~~with wePAFCA ~~have~~for ~~direct~~a ~~employees~~new infive-year ~~the~~agreement, ~~ramp~~which ~~service~~was ~~agent~~ratified ~~classification.~~by Inthe ~~February~~PAFCA ~~2020,~~members ~~the~~in ~~IAMAW~~October ~~notified~~2018. ~~us,~~In asMay ~~required~~2023, byPAFCA ~~the~~provided ~~RLA,~~notice that it ~~intended~~intends to ~~submit~~amend ~~proposed~~its ~~changes~~CBA towith ~~the~~our ~~collective~~dispatchers. ~~bargaining~~The ~~agreement~~parties ~~covering~~began ~~our~~negotiating ~~ramp~~changes ~~service~~to ~~agents~~the ~~which~~CBA ~~became~~on ~~amendable~~July in12, ~~June 2020~~2023. OnIn ~~September~~February 282024, ~~2021,~~PAFCA we filed ~~an “Application~~ for ~~Mediation~~mediation ~~Services”~~ with the NMB. WeIn ~~were~~April ~~able~~2024, tothe ~~reach~~parties began negotiations with a ~~tentative~~mediator. ~~agreement~~In ~~with~~July 2024, the ~~IAMAW~~Company reached an agreement with ~~the~~PAFCA ~~assistance~~for ofa ~~the~~new ~~NMB~~two-year agreement, which was ratified by PAFCA members on ~~October~~August 1610, ~~2021.~~2024 ~~Our~~and ~~ramp~~becomes ~~service~~amendable ~~agents~~in ~~ratified~~August ~~the~~2026. ~~five-year~~The ratified agreement inincludes ~~November~~increased ~~2021.~~pay rates.

InOur ~~June~~ramp ~~2018, our passenger~~ service agents ~~voted~~are ~~to be~~ represented by ~~the~~IAMAW. ~~TWU,~~Representation ~~but the representation~~ only applies to our Fort Lauderdale station where we have direct employees in the ~~passenger~~ramp service agent classification. WeIn ~~began~~February ~~meeting~~2020, ~~with~~ the ~~TWU~~IAMAW innotified ~~late~~us, ~~October~~as ~~2018~~required by the RLA, that it intended to ~~negotiate~~submit anproposed ~~initial~~changes to the collective bargaining agreement covering our ramp service agents which became amendable in June 2020. ~~During~~On ~~February~~September ~~2022~~28, 2021, we ~~reached~~filed an “Application for Mediation Services” with the NMB. We were able to reach a tentative agreement with the ~~TWU~~IAMAW with the assistance of the NMB on October 16, 2021. Our ~~passenger~~ramp service agents ratified the five-year agreement onin ~~February~~November 212021, ~~2022~~which becomes amendable in November 2026.

In August 2022, our AMTs voted to be represented by AMFA as their collective bargaining agent. In November 2022, AMFA notified us of its intent to negotiate a CBA and began negotiations. In October 2023, AMFA filed for mediation with the National Mediation Board (“NMB”). In May 2024, the parties began negotiations with a NMB mediation, and those discussions are ongoing.

If we are unable to reach an agreement with any of our unionized work groups in current or future negotiations regarding the terms of their CBAs, we may be subject to work interruptions or stoppages, such as the strike by our pilots in June 2010 and the operational disruption from pilot-related work action experienced in 2017. A strike or other significant labor dispute with our unionized employees is likely to adversely affect our ability to conduct business. Any agreement we do reach could increase our labor and related expenses.

A deterioration in worldwide economic conditions may adversely affect our business, operating results, financial condition, liquidity and ability to obtain financing or access capital markets.

The general worldwide economy has in the past experienced downturns due to the effects of the COVID-19 pandemic, the European debt crisis, unfavorable U.S. economic conditions and slowing growth in certain Asian economies, including general credit market crises, collateral effects on the finance and banking industries, energy price volatility, concerns about inflation, higher interest rates, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, geopolitical conflict, pandemic risks, government constraints on international trade and liquidity concerns. We cannot accurately predict the nature, extent, duration, effect or likelihood of any economic slowdown or the timing, strength or sustainability of a subsequent economic recovery worldwide or in the United States or the impact of the foregoing on the aviation industry.

Negative conditions in the general economy both in the United States and globally, including conditions resulting from changes in gross domestic product growth, declines in consumer confidence, labor shortages, inflationary pressures, high interest rates, and financial and credit market fluctuations could result in decreases in spending on air travel and otherwise, increases in labor costs and delayed deliveries of aircraft, all of which could materially and adversely affect the implementation of our business network strategy. In particular, although inflation in the United States had been relatively low for several decades, beginning in 2021, the U.S. economy experienced a significant inflationary effect from, among other things, supply chain disruptions and governmental stimulus or fiscal policies adopted in response to the COVID-19 pandemic. While we cannot predict any future trends in the rate of inflation, there is currently significant uncertainty in the near-term economic outlook. Continued inflation would further raise our costs for labor, materials and services, which could negatively impact our profitability and cash flows. Additionally, we may be unable to raise our fares in amounts equal to the rate of inflation.

In addition, we have significant obligations for aircraft and spare engines that we have ordered from Airbus, IAE and Pratt & Whitney over the next several years, and we will need to finance these purchases. We may not have sufficient liquidity

orNegative ~~creditworthiness~~conditions toin ~~fund~~ the ~~purchase~~general ofeconomy ~~aircraft~~both in the United States and ~~engines~~globally, including ~~payment~~conditions ofresulting ~~PDPs,~~from orchanges ~~for~~in ~~other~~gross ~~working~~domestic ~~capital.~~product ~~Factors~~growth, ~~that~~declines ~~affect~~in ~~our~~consumer ~~ability~~confidence, tolabor ~~raise~~shortages, ~~financing~~inflationary orpressures, ~~access~~interest ~~the~~rates ~~capital~~and ~~markets~~financial ~~include~~and credit market ~~conditions~~fluctuations could result in ~~the~~decreases ~~airline~~in ~~industry,~~spending ~~economic~~on ~~conditions~~air travel and otherwise, ~~the~~increases ~~perceived~~in ~~residual~~labor ~~value~~costs and delayed deliveries of aircraft, ~~and~~all ~~related~~of ~~assets,~~which ~~the~~could ~~level~~materially and ~~volatility~~adversely affect the implementation of our ~~earnings,~~business ~~our~~network ~~relative~~strategy. ~~competitive~~In ~~position~~particular, although inflation in the ~~markets~~United inStates ~~which~~had webeen ~~operate,~~relatively ~~our~~low ~~ability~~for toseveral ~~retain~~decades, ~~key~~beginning ~~personnel~~in 2021, ~~our~~the ~~operating~~U.S. ~~cash~~economy ~~flows~~experienced ~~and~~a ~~legal~~significant ~~and~~inflationary ~~regulatory~~effect ~~developments.~~from, Inamong ~~addition~~other things, ~~our~~supply ~~current~~chain ~~Chapter~~disruptions 11and ~~Cases~~governmental ~~may~~stimulus ~~limit~~or ~~our~~fiscal ~~access~~policies adopted in response to ~~adequate~~the ~~capital~~COVID-19 pandemic. ~~Regardless~~Continued ofinflation ~~our~~would ~~creditworthiness,~~further atraise ~~times~~our ~~the~~costs ~~market~~ for ~~aircraft~~labor, ~~purchase~~materials orand ~~lease~~services, ~~financing~~which ~~has~~could ~~been~~negatively ~~very~~impact ~~constrained~~our ~~due~~profitability toand ~~such~~cash ~~factors~~flows. asAdditionally, ~~the~~we ~~general~~may ~~state~~be ofunable ~~the~~to ~~capital~~raise ~~markets~~our ~~and~~fares ~~the~~in ~~financial~~amounts ~~position~~equal ofto the ~~major~~rate ~~providers~~ of ~~commercial aircraft financing~~inflation.

In addition, we have significant obligations for spare engines that we have ordered from IAE and Pratt & Whitney over the next several years, and we will need to finance these purchases. We may not have sufficient liquidity or creditworthiness to fund the purchase of aircraft and engines, including payment of PDPs, or for other working capital. Factors that affect our ability to raise financing or access the capital markets include market conditions in the airline industry, economic conditions, the perceived residual value of aircraft and related assets, the level and volatility of our earnings, our relative competitive position in the markets in which we operate, our ability to retain key personnel, our operating cash flows and legal and regulatory developments. In addition, our current Chapter 11 Cases may limit our access to adequate capital. Regardless of our creditworthiness, at times the market for aircraft and engine purchase or lease financing has been very constrained due to such factors as the general state of the capital markets and the financial position of the major providers of commercial aircraft financing.

We rely on maintaining a high daily aircraft utilization rate to implement our low-cost structure, which makes us especially vulnerable to flight delays or cancellations or aircraft unavailability.

We maintain a high daily aircraft utilization rate. During ~~2024~~2025, we operated our aircraft at a slightly lower daily average utilization level of 97.97 hours, compared to 119.19 hours for ~~2023~~2024 and 1011.71 hours for ~~2022~~2023. This decrease was primarily due to the removal of aircraft from service prompted by a rare issue with the powdered metal used in certain engine parts which accelerated inspections of the PW 1100G-JM GTF engines that power our A320neo fleet. Aircraft utilization is the average amount of time per day that our aircraft spend carrying passengers. Our revenue per aircraft can be increased by high daily aircraft utilization, which is achieved in part by reducing turnaround times at airports so we can fly more hours on average in a day. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including air traffic congestion at airports or other air traffic control problems, adverse weather conditions, increased security measures or breaches in security, international or domestic conflicts, terrorist activity, outbreaks of pandemics or contagious diseases or other changes in business conditions. A significant portion of our operations are concentrated in markets such as South Florida, the Caribbean, Latin America and the Northeast and northern Midwest regions of the United States, which are particularly vulnerable to weather, airport traffic constraints and other delays. In addition, pulling aircraft out of service for unscheduled and scheduled maintenance, the occurrence of which ~~will~~may ultimately increase as our fleet ages, may materially reduce our average fleet utilization and require that we seek short-term substitute capacity at increased costs. Similarly, removing aircraft from service to inspect and repair the PW1100G engines ~~could~~has ~~reduce~~reduced our average fleet utilization. Due to the relatively small size of our fleet and high daily aircraft utilization rate, the unavailability of aircraft and resulting reduced capacity has had and could continue to have a material adverse effect on our business, results of operations and financial condition.

Our maintenance costs ~~will~~may ultimately increase as our fleet ages, and we will periodically incur substantial maintenance costs due to the maintenance schedules of our aircraft fleet.

As of December 31, ~~2024~~2025, the average age of our aircraft was approximately 5.8 years. Our relatively new aircraft require less maintenance now than they will in the future. Our fleet will require more maintenance as it ages and our maintenance and repair expenses for each of our aircraft will be incurred at approximately the same intervals. For our leased aircraft, we expect that the final heavy maintenance events will be amortized over the remaining lease term rather than until the next estimated heavy maintenance event, because we account for heavy maintenance under the deferral method. This will result in significantly higher depreciation and amortization expense related to heavy maintenance in the last few years of the leases as compared to the costs in earlier periods. Moreover, because our current fleet was acquired over a relatively short period, significant maintenance that is scheduled on each of these planes is occurring at roughly the same time, meaning we will incur our most expensive scheduled maintenance obligations, known as heavy maintenance, across our present fleet around the same time. These more significant maintenance activities result in out-of-service periods during which our aircraft are dedicated to maintenance activities and unavailable to fly revenue service. For our leased aircraft, we expect that the final heavy maintenance events will be amortized over the remaining lease term rather than until the next estimated heavy maintenance event, because we account for heavy maintenance under the deferral method. This will result in significantly higher depreciation and amortization expense related to heavy maintenance in the last few years of the leases as compared to the costs in earlier periods. In addition, the terms of some of our lease agreements require us to pay maintenance reserves to the lessor in advance of the performance of major maintenance, resulting in our recording significant prepaid deposits on our consolidated balance sheet. Depending on their recoverability, these maintenance reserves may be expensed as supplemental rent. We expect scheduled and unscheduled aircraft maintenance expenses to increase over the next ~~several years. Any significant increase in maintenance and repair expenses would have a material adverse effect on our business, results of operations and financial condition.~~

Our lack of marketing alliances could harm our business.

Many airlines, including the domestic traditional network airlines (American, Delta and United) have marketing alliances with other airlines, under which they market and advertise their status as marketing alliance partners. These alliances, such as OneWorld, SkyTeam and Star Alliance, generally provide for code-sharing, loyalty program reciprocity, coordinated scheduling of flights to permit convenient connections and other joint marketing activities. Such arrangements permit an airline to market flights operated by other alliance members as its own. This increases the destinations, connections and frequencies offered by the airline and provides an opportunity to increase traffic on that airline’s segment of flights connecting with alliance partners. We currently do not have any alliances with U.S. or foreign airlines. Our lack of marketing alliances puts us at a competitive disadvantage to traditional network carriers who are able to attract passengers through more widespread alliances,

~~particularly~~several onyears. ~~international~~Any ~~routes,~~significant ~~and~~increase ~~that~~in ~~disadvantage~~maintenance ~~may~~and ~~result~~repair inexpenses would have a material adverse effect on our ~~passenger traffic,~~ business, results of operations and financial condition.

WeOur ~~are~~lack ~~subject~~of tomarketing ~~extensive~~alliances ~~and increasing regulation by the FAA, DOT, TSA and other U.S. and foreign governmental agencies, compliance with which~~ could ~~cause~~harm ~~us to incur increased costs and adversely affect~~ our business ~~and financial results~~.

~~Airlines~~Many ~~are~~airlines, ~~subject~~including tothe ~~extensive~~domestic ~~and~~traditional ~~increasing~~network ~~regulatory~~airlines (American, Delta and ~~legal~~United) ~~compliance~~have ~~requirements,~~marketing ~~both~~alliances ~~domestically~~with ~~and~~other ~~internationally~~airlines, ~~that~~under ~~involve~~which ~~significant~~they ~~costs.~~market Inand ~~the~~advertise ~~last~~their ~~several~~status ~~years,~~as ~~Congress~~marketing ~~has~~alliance ~~passed~~partners. ~~laws~~These alliances, ~~and~~such ~~the~~as ~~DOT~~OneWorld, ~~FAA~~SkyTeam and ~~TSA~~Star ~~have~~Alliance, ~~issued~~generally ~~regulations~~provide for codesharing, ~~relating~~loyalty toprogram ~~the~~reciprocity, ~~operation~~coordinated scheduling of ~~airlines~~flights ~~that~~to ~~have~~permit ~~required~~convenient ~~significant~~connections ~~expenditures~~and other joint marketing activities. WeSuch ~~expect~~arrangements topermit ~~continue~~an airline to ~~incur~~market ~~expenses~~flights inoperated ~~connection~~by ~~with~~other ~~complying~~alliance ~~with~~members ~~government~~as ~~regulations~~their own. ~~Additional~~This ~~laws,~~increases ~~regulations~~the destinations, ~~taxes~~connections and ~~increased~~frequencies ~~airport~~offered ~~rates~~by ~~and~~the ~~charges~~airline ~~have~~and ~~been~~provides ~~proposed~~an ~~from~~opportunity ~~time~~ to ~~time~~increase traffic on that ~~could~~airline’s ~~significantly~~segment ~~increase~~of ~~the~~flights ~~cost~~connecting ofwith ~~airline~~alliance ~~operations~~partners. orWe ~~reduce~~currently ~~the~~do ~~demand~~not ~~for~~have ~~air~~any ~~travel~~alliances with U.S. Ifor ~~adopted~~foreign airlines. Our lack of marketing alliances puts us at a competitive disadvantage to traditional network carriers who are able to attract passengers through more widespread alliances, ~~these~~particularly ~~measures~~on ~~could~~international ~~have~~routes, ~~the~~and that disadvantage may result in a material adverse effect ofon ~~raising~~our ~~ticket~~passenger ~~prices~~traffic, ~~reducing~~business, ~~revenue~~results of operations and ~~increasing~~financial ~~costs~~condition.

~~The~~We ~~DOT~~are ~~has~~subject ~~been~~to ~~aggressive~~extensive inregulation ~~enforcing~~by ~~regulations for violations of~~ the ~~tarmac delay rules~~FAA, ~~passenger with disability rules~~DOT, ~~advertising~~TSA ~~rules~~ and other ~~consumer protection rules that could increase the cost of airline operations or reduce revenues~~U. ~~In December 2020, the DOT issued a Final Rule on Traveling by Air with Service Animals~~S. ~~This~~and ~~rule~~foreign ~~limits~~governmental ~~service~~agencies, ~~animals~~compliance ~~to a dog that is individually trained to do work or perform tasks for the benefit of a person~~ with awhich ~~disability,~~could ~~and~~cause nous ~~longer considers an emotional support animal~~ to beincur aincreased ~~service~~costs ~~animal. This eliminates the requirement to carry emotional support animals for free~~ and ~~will~~adversely ~~likely~~affect ~~reduce~~our costs. Additionally, in December 2020, the DOT withdrew a Request for Information soliciting information on whether airline restrictions on the distribution or display of airline flight information constitute an unfair and deceptive business ~~practice~~ and~~/or~~ anfinancial ~~unfair method of competition~~results. ~~The DOT said that decisions on how and where to sell their services should be left to the airlines.~~

Airlines are subject to extensive regulatory and legal compliance requirements, both domestically and internationally, that involve significant costs. In ~~its~~the ~~first~~last ~~day~~several inyears, ~~office~~Congress has passed laws, and the ~~Biden~~DOT, ~~Administration~~FAA and TSA have issued anregulations ~~executive~~relating ~~order~~to the operation of airlines that ~~froze~~have ~~review~~required ~~and~~significant ~~approval~~expenditures. ofWe ~~any~~expect ~~new~~to ~~rulemaking~~continue to incur expenses in connection with complying with government regulations. ~~This~~Additional ~~freeze~~laws, ~~led~~regulations, ~~the~~taxes ~~DOT~~and increased airport rates and charges have been proposed from time to ~~withdraw~~time that could significantly increase the ~~Final~~cost ~~Rule~~of onairline ~~Tarmac~~operations ~~Delay~~or ~~and~~reduce the ~~Advance~~demand ~~Notice~~for ofair ~~Proposed~~travel. ~~Rulemaking~~If ~~(ANPRM)~~adopted, onthese ~~Airfare~~measures ~~Advertising.~~could ~~The~~have ~~ANPRM~~the ~~may~~effect ~~not~~of beraising ~~reissued~~ticket prices, reducing revenue and increasing costs.

In ~~May~~December ~~2024~~2020, ~~Congress passed~~ the ~~FAA~~DOT ~~Reauthorization~~issued ~~Act~~a ofFinal ~~2024,~~Rule ~~which~~on ~~extends~~Traveling ~~FAA~~by ~~funds~~Air ~~through~~with ~~fiscal~~Service ~~year 2028~~Animals. ~~The~~This ~~legislation~~rule ~~contains~~limits ~~provisions~~service ~~which~~animals ~~could~~to ~~have~~a ~~effects~~dog onthat ~~our~~is ~~results~~individually oftrained ~~operations~~to ~~and~~do ~~financial~~work ~~condition.~~or ~~Among~~perform ~~other~~tasks ~~provisions,~~for the ~~new~~benefit ~~law~~of ~~requires~~a ~~the~~person ~~DOT~~with toa ~~lift~~disability ~~the~~and ~~payment~~no ~~cap~~longer onconsiders ~~denied~~an ~~boarding~~emotional ~~compensation,~~support ~~create~~animal ~~new~~to ~~requirements~~be ~~for~~a ~~the~~service ~~treatment~~animal. ofThis ~~disabled~~eliminates ~~passengers,~~the ~~and~~requirement ~~treble~~to ~~the~~carry ~~maximum~~emotional ~~civil~~support ~~penalty~~animals for ~~damage~~free ~~to wheelchairs~~ and ~~other~~will ~~assistive~~likely ~~devices~~reduce orcosts. ~~for~~Additionally, ~~injuring~~in aDecember ~~disabled~~2020, ~~passenger.~~the ~~Under~~DOT ~~the~~withdrew ~~Act,~~a ~~the~~Request ~~FAA~~for isInformation ~~required~~soliciting toinformation ~~issue~~on ~~rules~~whether ~~establishing~~airline ~~minimum~~restrictions ~~dimensions~~on ~~for~~the ~~passenger~~distribution ~~seats,~~or ~~including~~display ~~seat~~of ~~pitch,~~airline ~~width~~flight ~~and~~information ~~length.~~constitute ~~The~~an ~~Act~~unfair ~~also~~and ~~establishes~~deceptive ~~new~~business ~~rest~~practice ~~requirements~~and/or ~~for~~an ~~flight~~unfair ~~attendants~~method ~~and~~of ~~requires,~~competition. ~~within~~The ~~one~~DOT ~~year,~~said that ~~the~~decisions ~~FAA~~on ~~issue~~how anand ~~order~~where ~~mandating~~to ~~installation~~sell oftheir aservices ~~secondary~~should ~~cockpit~~be ~~barrier~~left onto ~~each~~the ~~new aircraft~~airlines.

In ~~December~~January ~~2023~~2025, ~~Congress passed~~ the ~~Airport~~Trump ~~and~~Administration ~~Airway~~issued ~~Extension~~an ~~Act~~executive oforder ~~2023,~~that ~~Part~~froze ~~II,~~review ~~which~~and ~~extends~~approval ~~FAA~~of ~~funds~~any ~~through~~new ~~March~~rulemaking. 8,This ~~2024,~~freeze ~~while~~led ~~Congress~~the ~~works~~DOT to ~~pass~~withdraw ~~a long-term extension. A five-year extension of FAA funds has passed~~ the ~~House~~Final ofRule ~~Representatives,~~on ~~but~~Tarmac ~~remains~~Delay ~~stalled~~and in the ~~Senate.~~Advance InNotice ~~the event that authorization~~ of ~~FAA~~Proposed ~~funds~~Rulemaking ~~lapses,~~(ANPRM) ~~our~~on ~~operations~~Airfare ~~and results of operations could be materially adversely affected~~Advertising.

In May 2024, Congress passed the FAA Reauthorization Act of 2024, which extends FAA funds through fiscal year 2028. The legislation contains provisions which could have effects on our results of operations and financial condition. Among other provisions, the new law requires the DOT to lift the payment cap on denied boarding compensation, create new requirements for the treatment of disabled passengers and treble the maximum civil penalty for damage to wheelchairs and other assistive devices or for injuring a disabled passenger. Under the Act, the FAA is required to issue rules establishing minimum dimensions for passenger seats, including seat pitch, width and length. The Act also establishes new rest requirements for flight attendants and requires, within one year, that the FAA issue an order mandating installation of a secondary cockpit barrier on each new aircraft.

In January 2021, the DOT issued a final rule, effective April 2021, to clarify that the maximum amount of Denied Boarding Compensation (DBC) that a carrier may provide to a passenger denied boarding involuntarily is not limited. We cannot forecast how eliminating this maximum amount of payment will affect our costs.

In July 2023, the DOT issued a final rule, effective October 2, 2023, requiring airlines to ensure that at least one lavatory on new single-aisle aircraft with at least 125 passenger seats is large enough to permit a passenger with a disability (with the help of an assistant, if necessary) to approach, enter and maneuver within the lavatory, as necessary, to use all lavatory facilities and to leave by means of the aircraft’s on-board wheel chair. The final rule applies to new aircraft ordered 10 years or delivered 12 years after the effective date of the final rule, or on new type-certificated aircraft designs filed 1 year after the effective date of the final rule. We cannot forecast the effect these accessibility requirements will have on our costs and operations.

In 2021 and 2022, the DOT issued several NPRMs relating to air travel and airline ticketing and fees. In July 2021, the DOT issued a NPRM requiring airlines to refund checked bag fees for delayed bags if they are not delivered to the passenger within a specified number of hours and refunding ancillary fees for services related to air travel that passengers did not receive. In November 2021, the DOT reopened the comment period on a NPRM regarding short-term improvements to lavatory

~~accessibility,~~In ~~including~~2021 ~~new~~and ~~proposed~~2022, ~~requirements~~the ~~for~~DOT ~~OBWs~~issued ~~(Part~~several ~~1).~~NPRMs ~~This~~relating ~~NPRM was~~ to ~~gather~~air ~~information~~travel ~~about~~and ~~all~~airline ~~aspects~~ticketing ofand ~~OBW design, including stowage, before issuing any final binding regulation on the topic~~fees. In ~~March~~July ~~2022~~2021, the DOT issued a NPRM ~~(Part 2)~~ requiring airlines to ~~ensure~~refund ~~that~~checked atbag ~~least~~fees ~~one~~for ~~lavatory~~delayed onbags ~~new~~if ~~single-aisle~~they ~~aircraft~~are ~~with~~not atdelivered ~~least 125 passenger seats is large enough~~ to ~~permit~~the a passenger ~~with~~within a ~~disability~~specified ~~(with~~number ~~the help~~ of anhours ~~assistant, if necessary) to approach, enter~~ and ~~maneuver~~refunding ~~within~~ancillary ~~the~~fees ~~lavatory,~~for asservices ~~necessary,~~related to ~~use~~air ~~all~~travel ~~lavatory~~that ~~facilities~~passengers ~~and~~did tonot ~~leave by means of the aircraft’s on-board wheel chair~~receive. ~~If enacted as currently proposed, this NPRM (Part 2) would apply to new aircraft ordered 18 years or delivered 20 years after the effective date of a final rule.~~ In August 2022, the DOT issued a NPRM requiring airlines and ticket agents to provide non-expiring travel vouchers or credits to consumers holding non-refundable tickets for scheduled flights to, from or within the United States as a result of the carrier cancelling or making a significant change to a scheduled flight, a serious communicable disease or for several other reasons. The NPRM ~~will~~would ~~further define the terms “significant change” and “cancellation” and will~~ require airlines and ticket agents to provide refunds if they receive significant financial assistance from the government as a result of a public health emergency. AsOn of December 3111, 2024, athe ~~final~~DOT ~~rule has not been~~ issued; ~~however,~~a itNPRM ison ~~our~~Airline ~~understanding~~Passenger ~~that~~Rights, ~~the~~which ~~DOT~~combined ~~will combine~~ this NPRM with the July 2021 NPRM, regarding the refunding of certain checked bag fees ancillary fees. On November 17, 2025, the DOT formally withdrew the NPRM on Airline Passenger Rights, consistent with a series of Trump Administration executive orders. As of now, it does not appear that the NPRMs will be reissued. If any of these NPRMs ~~are~~were enacted as proposed, they ~~may~~could increase our costs, and our results of operations could be materially adversely affected. We cannot forecast the effect these refund requirements ~~will~~would have on our costs and operations.

In October 2022, the DOT issued a NPRM which would require airlines to increase disclosure of bag fees, change and cancellation fees, and family seating policies during the ticket purchase process in an effort to improve the transparency of airline pricing. The comment period closed on January 23, 2023. The DOT published its Enhancing Transparency of Airline Ancillary Services Fee final rule on April 30, 2024. A federal court of appeals has stayed the rule pending its review of legal challenges to the rule’s lawfulness. On January 28, 2025, the court of appeals ruled that the DOT failed to fully comply with requirements of the Administrative Procedure Act and remanded the rule to the DOT. On October 2, 2025, the court of appeals vacated the previous opinion and ordered an en banc hearing, which is expected to be held in 2026. Among other requirements, the final rule would require air carriers and ticket agents to clearly disclose on their websites, whenever fare and schedule information is provided for flights to, within and from the United States, passenger-specific or itinerary- specific prices for certain ancillary services if those services are not included in the advertised fare price. We cannot forecast the effect of this final rule, if it goes into effect, on our costs and operations.

On December 17, 2024, the DOT issued a final rule to increase access to safe and dignified air travel for individuals with disabilities, particularly individuals who use a wheelchair or scooter. The rule imposes requirements on airlines pertaining to how they assist passengers with disabilities and how airlines handle wheelchairs and other assistive devices. The final rule became effective on January 16, 2025. Under the final rule, airlines are also required to provide information to passengers with wheelchairs or scooters prior to departure, upon arrival, and if their wheelchair or scooter is mishandled. In the case of an airline delaying the return of, mishandling, or causing damage to a passenger’s wheelchair or scooter, the final rule requires airlines to reimburse passengers for certain costs and expenses. Pursuant to a Notification of Enforcement Discretion issued effective February 20, 2025, the DOT announced it would not take any enforcement action under this rule until March 20, 2025. On June 10, 2025, the DOT issued a Notification of Enforcement Discretion further delaying any enforcement action under this rule until August 1, 2025. On September 30, 2025, the DOT issued another Notification of Enforcement Discretion delaying enforcement of four of the final rule’s provisions while the DOT engages in a new rulemaking considering whether to modify those four provisions. The four provisions to be modified are those related to airline liability for mishandled wheelchairs, refresher training frequency, pre-departure notifications and fare difference reimbursements. We cannot forecast the effect of this final rule on our costs and operations.

We cannot assure that these and other laws or regulations enacted in the future will not harm our business. In addition, the TSA mandates the federalization of certain airport security procedures and imposes additional security requirements on airports and airlines, most of which are funded by a per ticket tax on passengers and a tax on airlines. We cannot forecast what additional security and safety requirements may be imposed in the future or the costs or revenue impact that would be associated with complying with such requirements.

Our ability to operate as an airline is dependent on our maintaining certifications issued to us by the DOT and the FAA. The FAA has the authority to issue mandatory orders relating to, among other things, the grounding of aircraft, inspection of aircraft, installation of new safety-related items and removal and replacement of aircraft parts that have failed or may fail in the future. A decision by the FAA to ground, or require time consuming inspections of or maintenance on, our aircraft, for any reason, could negatively affect our business and financial results. Federal law requires that air carriers operating large aircraft be continuously “fit, willing and able” to provide the services for which they are licensed. Our “fitness” is monitored by the DOT, which considers factors such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. While the DOT has seldom revoked a carrier's certification for lack of fitness, such an occurrence would render

the future. A decision by the FAA to ground, or require time-consuming inspections of or maintenance on, our aircraft, for any reason, could negatively affect our business and financial results. Federal law requires that air carriers operating large aircraft be continuously “fit, willing and able” to provide the services for which they are licensed. Our “fitness” is monitored by the DOT, which considers factors such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. While the DOT has seldom revoked a carrier's certification for lack of fitness, such an occurrence would render it impossible for us to continue operating as an airline. The DOT may also institute investigations or administrative proceedings against airlines for violations of regulations.

The U.S. government is under persistent pressure to implement cost cutting and efficiency initiatives. In addition, the U.S. government has recently and may in the future experience delays in the completion of its budget process which could delay funding for government departments and agencies that regulate or otherwise are tied to the aviation industry, including the DOT and FAA. To the extent that any such initiatives or budgeting delays affect the operations of these government departments and agencies, including by forcing mandatory furloughs of government employees, our operations and results of operations could be materially adversely affected.

International routes are regulated by treaties and related agreements between the United States and foreign governments. Our ability to operate international routes is subject to change because the applicable arrangements between the United States and foreign governments may be amended from time to time. Our access to new international markets may be limited by our ability to obtain the necessary certificates to fly the international routes. In addition, our operations in foreign countries are subject to regulation by foreign governments and our business may be affected by changes in law and future actions taken by such governments, including granting or withdrawal of government approvals and restrictions on competitive practices. We are subject to numerous foreign regulations based on the large number of countries outside the United States where we currently provide service. If we are not able to comply with this complex regulatory regime, our business could be significantly harmed. Please see “Business — Government Regulation.”

Government-imposed travel requirements and entry bans from certain countries based on emerging viruses or variants of existing viruses could be imposed in the future. We will continue to comply with all contagious disease requirements issued by the U.S. and foreign governments, but we cannot forecast what additional requirements may be imposed in the future or the extent of any pre-travel testing requirements that may be under consideration in the United States and that may be in place, or renewed, in any foreign jurisdiction we serve, including the effect of such requirements on passenger demand or the costs or revenue impact that would be associated with complying with such requirements.

Changes in legislation, regulation and government policy have affected, and may in the future have a material adverse effect on, our business.

Changes in, and uncertainty with respect to, legislation, regulation and government policy at the local, state or federal level have affected, and may in the future significantly impact, our business and the airline industry. For example, the Tax Cuts and Jobs Act, enacted on December 22, 2017, limits deductions for borrowers for net interest expense on debt. Specific legislative and regulatory proposals that could have a material impact on us in the future include, but are not limited to, infrastructure renewal programs; changes to immigration policy; modifications to international trade policy, including withdrawing from trade agreements and imposing tariffs; changes to financial legislation, including the partial or full repeal of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) or the Tax Cuts and Jobs Act; ~~public~~SEC ~~company~~and securities exchange reporting requirements; environmental regulation and antitrust enforcement. Additionally, certain Executive Orders could affect our business, operations, strategies and increase our costs of compliance. Any such changes may make it more difficult and/or more expensive for us to obtain new aircraft or engines and parts to maintain existing aircraft or engines or make it less profitable or prevent us from flying to or from some of the destinations we currently serve.

Executive Orders could affect our business, operations, strategies and increase our costs of compliance. Any such changes may make it more difficult and/or more expensive for us to obtain new aircraft or engines and parts to maintain existing aircraft or engines or make it less profitable or prevent us from flying to or from some of the destinations we currently serve.

To the extent that any such changes have a negative impact on us or the airline industry, including as a result of related uncertainty, these changes may materially and adversely impact our business, financial condition, results of operations and cash flows.

Any tariffs imposed on commercial aircraft and related parts imported from outside the United States may have a material adverse effect on our fleet, business, financial condition and our results of operations.

Certain of the products and services that we purchase, including our aircraft and related parts, are sourced from suppliers located in foreign countries, and the imposition of new tariffs, or any increase in existing tariffs, by the U.S. government on the importation of such products or services could materially increase the amounts we pay for them. In early October 2019, the World Trade Organization ruled that the United States could impose $7.5 billion in retaliatory tariffs in response to illegal European Union subsidies to Airbus. On October 18, 2019, the United States imposed these tariffs on certain imports from the European Union, including a 10% tariff on new commercial aircraft. In February 2020, the United States announced an increase to this tariff from 10% to 15%. These tariffs apply to aircraft that we are already contractually obligated to purchase. In June 2021, the United States Trade Representative announced that the United States and European Union had agreed to suspend reciprocal tariffs on large civilian aircraft for five years, pending discussions to resolve their trade dispute.

October 2019, the World Trade Organization ruled that the United States could impose $7.5 billion in retaliatory tariffs in response to illegal European Union subsidies to Airbus. On October 18, 2019, the United States imposed these tariffs on certain imports from the European Union, including a 10% tariff on new commercial aircraft. In February 2020, the United States announced an increase to this tariff from 10% to 15%. These tariffs apply to aircraft that we are already contractually obligated to purchase. In June 2021, the United States Trade Representative announced that the United States and European Union had agreed to suspend reciprocal tariffs on large civilian aircraft for up to five years, pending discussions to resolve their trade dispute. This suspension was withdrawn by the United States on April 2, 2025, and aircraft and parts from the European Union were subject to the same tariffs as other imports. These tariffs were again suspended by agreement with the European Union. However, these tariffs are under continuing review and at any time could be increased, decreased, eliminated or applied to a broader range of products we use. The imposition of these tariffs may substantially increase the cost of, among other things, imported new Airbus aircraft and parts required to service our Airbus fleet, which in turn could have a material adverse effect on our business, financial condition and/or results of operations. We may also seek to postpone or cancel delivery of certain aircraft currently scheduled for delivery, and we may choose not to purchase as many aircraft as we intended in the future. Any such action could have a material adverse effect on the size of our fleet, business, financial condition and/or results of operations.

We also face uncertainty regarding increased tariffs under the second Trump Administration, which could result in retaliatory tariffs imposed on U.S. businesses from countries affected by such tariffs. For example, in 2025, the Trump Administration imposed a 10% baseline tariff on imports from most countries as well as country-specific tariffs of up to 41%. While the Trump Administration reduced, suspended or negotiated relief measures for certain countries, several countries responded with retaliatory tariffs on U.S. exports. Following the decision of the Supreme Court which struck down tariffs imposed under the International Emergency Economic Powers Act (IEEPA), the Trump Administration, effective February 424, ~~2025~~2026, imposed a 10% global tariff under Section 122 of the Trade Act of 1974. However, large commercial aircraft and parts were exempted from these tariffs. While we cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and other countries, the tariffs described above, the adoption and expansion of trade restrictions, the occurrence of a trade war or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our business, results of operations and financial condition.

the Trump Administration imposed 10% tariffs on all China exports from China, and, effective February 10, 2025, China

retaliated with 10-15% tariffs on certain U.S. exports including energy and agricultural machinery. While we cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and such countries, the tariffs described above, the adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our business, results of operations, and financial condition.

We may not be able to implement our network strategy.

Effectively implementing our network strategy is critical for our business to return to profitability and sustain or increase our profitability. We face numerous challenges in implementing our network strategy, including our ability to:

•maintain profitability;

•acquire financing for new or used aircraft;

•access airports located in our targeted geographic markets where we can operate routes in a manner that is consistent with our cost strategy;

•obtain sufficient spare parts or related support services from our suppliers on a timely basis;

•gain access to international routes;

•access sufficient gates and other services at airports we currently serve or may seek to serve; and

•maintain efficient utilization and capacity of our existing aircraft.

Our ability to enter new markets is dependent upon our ability to maintain a safe and secure operation and requires additional personnel, equipment and facilities. An inability to hire and retain personnel, timely secure the required equipment and facilities in a cost-effective manner, efficiently operate our expanded facilities or obtain the necessary regulatory approvals may adversely affect our ability to achieve our network strategy, which could harm our business. In addition, expansion to new markets may have other risks due to factors specific to those markets. We may be unable to foresee all of the existing risks upon entering certain new markets or respond adequately to these risks, and our network strategy and our business may suffer as a result. In addition, our competitors may reduce their fares and/or offer special promotions to deter our entry into a new market or to stop our growth into existing markets or new markets. We cannot assure you that we will be able to profitably serve our existing markets or establish new markets.

Some of the markets we may target to enter in the Caribbean and Latin America include countries with less developed economies that may be vulnerable to unstable economic and political conditions, such as significant fluctuations in gross domestic product, interest and currency exchange rates, high inflation, civil disturbances, government instability, nationalization and expropriation of private assets and the imposition of taxes or other charges by governments. The occurrence of any of these events in markets served by us and the resulting instability may adversely affect our ability to implement our network strategy.

In 2008, in response to record high fuel prices and rapidly deteriorating economic conditions, we modified our growth plans by terminating our leases for seven aircraft. We incurred significant expenses relating to our lease terminations, and have incurred additional expenses to acquire new aircraft in place of those under the terminated leases as we expanded our network. In November 2023, we announced that we will discontinue service at Denver International Airport, effective January 9, 2024, as a result of underperforming routes and Pratt & Whitney’s GTF engine availability issues. See “—We depend on a limited

~~number~~nationalization ofand ~~suppliers~~expropriation ~~for~~of ~~our~~private ~~aircraft~~assets and ~~engines.”~~the Inimposition ~~October~~of ~~2024,~~taxes weor ~~entered~~other ~~into~~charges anby ~~aircraft~~governments. ~~sale~~The ~~and~~occurrence ~~purchase agreement with GAT for the sale~~ of ~~certain~~any of ~~our~~these ~~A320ceo~~events ~~and~~in ~~A321ceo~~markets ~~aircraft.~~served Weby ~~may~~us inand the ~~future~~resulting ~~determine~~instability tomay ~~reduce~~adversely ~~further~~affect our ~~future~~ability ~~growth~~to ~~plans~~implement ~~from previously announced levels, which may impact~~ our ~~business~~network strategy ~~and future profitability~~.

As part of the Chapter 11 Cases, we are in the process of reducing our fleet size. Even if we are successful in emerging from bankruptcy, the Proposed Plan will require us to undertake significant operational and financial measures as we seek to restore profitability, including substantially shrinking our fleet and network. There can be no assurance that our efforts will be successful or that these measures will enable us to return to or maintain profitability.

We rely heavily on technology and automated systems to operate our business and any failure of these technologies or systems or failure by their operators could harm our business.

We are highly dependent on technology and automated systems to operate our business and achieve low operating costs. These technologies and systems include our computerized airline reservation system, flight operations system, financial planning, management and accounting system, telecommunications systems, website, maintenance systems and check-in kiosks. The performance and reliability of our technology are critical to our ability to operate and compete effectively. The execution of our strategic plans could be negatively affected by (i) our ability to timely and effectively implement, transition, and maintain related information technology systems, networks and infrastructure; (ii) our ability to effectively balance our investment of incremental operating expenses and capital expenditures related to our strategies against the need to effectively control cost; and (iii) our dependence on third parties with respect to our ability to implement our strategic plans. We cannot assure you that our security measures, change control procedures and disaster recovery plans will be adequate to prevent disruptions or delays. Disruption in or changes to these systems and networks could result in an interruption to our operations or loss of important data. Any of the foregoing could result in a material adverse effect on our business, reputation, results of operations and financial condition.

In order for our operations to work efficiently, our website and reservation system must be able to accommodate a high volume of traffic, maintain secure information and deliver flight information with a high degree of reliability. Substantially all of our tickets are issued to passengers as electronic tickets. We depend on our reservation system, which is hosted and maintained under a long-term contract by a third-party service provider, to be able to issue, track and accept these electronic tickets. If our third-party service provider experiences operational failures or claims that it cannot perform as a result of a force majeure, due to the effects of COVID-19 or otherwise, we may not be able to operate our reservation system. If our reservation system fails or experiences interruptions, and we are unable to book seats for any period of time, we could lose a significant amount of revenue as customers book seats on competing airlines. We have experienced short duration reservation system outages from time to time and may experience similar outages in the future. For example, in November 2010, we experienced a significant service outage with our third-party reservation service provider on the day before Thanksgiving, one of the industry’s busiest travel days and in August 2013, we experienced a 13-hour outage that affected our sales and customer service response times. We also rely on third-party service providers of our other automated systems for technical support, system maintenance and software upgrades. If our automated systems are not functioning or if the current providers were to fail to adequately provide technical support or timely software upgrades for any one of our key existing systems, we could experience service disruptions, which could harm our business and result in the loss of important data, increase our expenses and decrease our revenues. For example, the CrowdStrike IT outage in July 2024, resulting from a faulty software update affecting Windows systems, caused a significant number of flight cancellations. In the event that one or more of our primary technology or systems’ vendors goes into bankruptcy, ceases operations or fails to perform as promised, replacement services may not be readily available on a timely basis, at competitive rates or at all and any transition time to a new system may be significant.

Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials (collectively, “AI”), and its current and potential future applications, as well as the legal and regulatory frameworks applicable to AI, continue to rapidly evolve. The use of AI could exacerbate existing risks or create new and unpredictable risks to our business, which could include significantly disrupting the markets in which we operate or subjecting us to increased competition and regulation. Any such risks could materially and adversely affect our business, financial condition and results of operations. We currently use AI functions to improve certain of our services and technical support capabilities, among others. Our use of AI may not yield the anticipated benefits, insights and efficiencies, and AI systems that we use could produce inaccurate, incomplete or ineffective results, which could result in operational and reputational harm. While we aim to develop and use AI responsibly and attempt to identify and mitigate technological, ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving such issues before they arise. Any failure to address concerns relating to the responsible use of AI technology may cause harm to our reputation or result in financial liability. Any such risks could materially and adversely affect our business, financial condition and results of operations.

In addition, our AI systems cannot be completely protected against events that are beyond our control, including those caused by natural disasters, cyber-attacks, disruption of electrical grid or telecommunications failures, network failures or software bugs or errors. In particular, software bugs or errors may occur gradually and once in the code may be very hard to detect and can potentially affect results over a long period of time. Substantial or sustained system failures could cause service delays or failures and result in our customers purchasing tickets from other airlines. We have implemented security measures and change control procedures and have disaster recovery plans; however, we cannot assure you that these measures are adequate to prevent disruptions. Disruption in, changes to or a breach of, these systems could result in a disruption to our business and the loss of important data. Moreover, in the event of system outages or interruptions, we may not be able to recover from our information technology and software providers all or any portion of the costs or business losses we may incur. Any of the foregoing could result in a material adverse effect on our business, results of operations and financial condition.

We are subject to cyber security risks and may incur increasing costs in an effort to minimize those risks.

Our business employs systems and websites that allow for the secure storage, transmission and other processing of proprietary or confidential information regarding our customers, employees, suppliers and others, including personal identification information, credit card data and other confidential information. Security breaches could expose us to a risk of loss or misuse of this information, litigation and potential liability. Although we take steps to secure our management information systems and networks, and although auditors review and approve the security configurations and management processes of these systems and networks, including our computer systems, intranet and internet sites, email and other telecommunications and data networks, the security measures we have implemented may not be effective, and our systems and networks may be vulnerable to theft, loss, damage and interruption from a number of potential sources and events, including unauthorized access or security breaches, natural or man-made disasters, cyber-attacks (including ransom attacks in which malicious persons encrypt our systems, steal data, or both, and demand payment for decryption of systems or to avoid public release of data), computer viruses, denial-of-service attacks, social engineering attacks, phishing attacks, power loss or other disruptive events. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Attacks may be targeted at us, our customers and suppliers, or others who have entrusted us with information. In addition, attacks not targeted at us, but targeted solely at suppliers, may cause disruption to our computer systems or a breach of the data that we maintain on customers, employees, suppliers and others.

Actual or anticipated attacks may cause us (and at times have caused us) to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants, or costs incurred in connection with the notifications to employees, suppliers or the general public as part of our notification obligations to the various governments that govern our business. Advances in computer capabilities, new technological discoveries, or other developments may result in the breach or compromise of technology used by us to protect ~~transaction~~transactions or other data. In addition, data and security breaches can also occur as a result of non-technical issues, including breaches by us or by persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information. Cyber security risks also may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological ~~failure~~failures. Such threats may be difficult to detect for long periods of time and also may be further enhanced in frequency or effectiveness through threat actors’ use of artificial intelligence.

Our reputation, brand and financial condition could be adversely affected if, as a result of a significant cyber event or other security issues: our operations are disrupted or shut down; our confidential, proprietary information is stolen or disclosed; we incur costs or are required to pay fines, sanctions or other penalties in connection with stolen customer, employee or other confidential information, (including personal data) or related regulatory enforcement or investigations; we must dedicate significant resources to system repairs or compliance measures or increase cyber security protection; or we otherwise incur significant litigation or other costs.

Our storage, use, disclosure and other processing of personal data could give rise to liabilities as a result of governmental regulation.

In the processing of our customer transactions, we receive, transmit, store and otherwise process a large volume of identifiable personal data, including financial data such as credit card information. This data is increasingly subject to complex and evolving legislation, regulation and standards, such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act (collectively, the “CCPA”), the Fair Accurate Credit Transparency Act, the rules and regulations promulgated under the authority of the Federal Trade Commission and Payment Card Industry legislation, typically intended to protect the privacy and security of personal data that is collected, transmitted and otherwise processed. Numerous other U.S. states also have enacted, or are in the process of enacting or considering, comprehensive state-level data privacy and security laws and regulations that share similarities with the CCPA. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal data has been disclosed as a result of a data breach. In addition, we may be subject to contractual obligations relating to the privacy and security of personal data that we collect, transmit and otherwise process. Our business, results of operations and financial condition could be adversely affected if we are unable to comply with existing privacy obligations or legislation or regulations are expanded to require changes in our business practices.

addition, we may be subject to contractual obligations relating to the privacy and security of personal data that we collect, transmit and otherwise process. Our business, results of operations and financial condition could be adversely affected if we are unable to comply with existing privacy obligations or legislation or regulations are expanded to require changes in our business practices.

More generally, we rely on consumer confidence in the security of our system, including our website on which we sell the majority of our tickets. While we strive to publish and prominently display privacy policies that are accurate, comprehensive and compliant with applicable laws, regulations, rules and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy and security. Although we endeavor to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other documentation that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. Any concerns about our data privacy and security practices, even if unfounded, could damage our reputation and adversely affect our business.

Any failure or perceived failure by us to comply with our privacy policies, or applicable data privacy and security laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against us, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to maintain or grow our passenger revenues.

Our business strategy focuses on enhancing the Guest experience by introducing new benefits, including a range of travel options designed to meet the needs of all travelers, from premium to economical choices: GoSpirit ~~Big~~First, GoPremium ~~Comfy,~~Economy ~~Go Savvy,~~ and GoValue. However, there can be no assurance that these offerings will be successful in driving higher passenger revenues. Factors such as changing customer preferences, economic conditions, increased competition or challenges in effectively executing our strategies could impact our ability to attract and retain passengers, potentially limiting our revenue growth. Additionally, regulatory changes or shifts in travel demand could further affect our ability to sustain or increase passenger revenues.

Our inability to expand or operate reliably or efficiently out of our key airports where we maintain a large presence could have a material adverse effect on our business, results of operations and financial condition.

We are highly dependent on markets served from airports where we maintain a large presence. Our results of operations may be affected by actions taken by governmental or other agencies or authorities having jurisdiction over our operations at airports, including, but not limited to:

•increases in airport rates and charges;

•limitations on take-off and landing slots, airport gate capacity or other use of airport facilities;

•termination of our airport use agreements, some of which can be terminated by airport authorities with little notice to us;

•increases in airport capacity that could facilitate increased competition;

•international travel regulations such as customs and immigration;

•increases in taxes;

•changes in the law that affect the services that can be offered by airlines in particular markets and at particular airports;

•restrictions on competitive practices;

•the adoption of statutes or regulations that impact customer service standards, including security standards; and

•the adoption of more restrictive locally-imposed noise regulations or curfews.

In general, any changes or disruptions in airport operations could have a material adverse effect on our business, results of operations and financial condition.

We rely on third-party service providers to perform functions integral to our operations.

We have entered into agreements with third-party service providers to furnish certain facilities and services required for our operations, including ground handling, catering, passenger handling, engineering, maintenance, refueling, reservations, technology upgrades, credit card processing and airports as well as other administrative and support services. We are likely to enter into similar service agreements as current service agreements expire and/or in new markets we decide to enter, and there can be no assurance that we will be able to obtain the necessary services at acceptable terms and rates.

Prior to the expiration of agreements with third parties that provide us with our ground handling, catering, passenger handling, engineering, maintenance, refueling, reservations, technology upgrades, credit card processing, airports, and other service providers, we seek to negotiate the terms and conditions of new service agreements (with current or other eligible service providers) to avoid disruption or lapses in continued services provided to our operations. However, we cannot ensure that we will be able to obtain necessary services at acceptable terms and rates following the expiration of current agreements. For example, the term of our current credit card processing agreement expires on December 31, ~~2025~~2027 and our primary credit card processor is under no obligation to renew the agreement. There may not be alternative arrangements available to us from other credit card processors on comparable or better terms. Any lapses in continued services related to our operation or the failure to obtain the necessary services may have an adverse impact on our business and operations. In addition, although we seek to monitor the performance of third-party service providers, the efficiency, timeliness and quality of contract performance by third-party service providers are often beyond our control, and any failure by our service providers to perform their contracts, including as a result of operational failures or a force majeure, may have an adverse impact on our business and operations. For example, in 2008, our call center provider went bankrupt. Though we were able to quickly switch to an alternative vendor, we experienced a significant business disruption during the transition period, and a similar disruption could occur in the future if we changed call center providers or if an existing provider ceased to be able to serve us. We expect to be dependent on such third-party arrangements for the foreseeable future.

We rely on third-party distribution channels to distribute a portion of our airline tickets.

We rely on third-party distribution channels, including those provided by or through global distribution systems, or GDSs, conventional travel agents and online travel agents, or OTAs, to distribute a portion of our airline tickets, and we expect in the future to rely on these channels to an increasing extent to collect ancillary revenues. Certain of these distribution channels also effectively restrict the manner in which we distribute our products generally. To remain competitive, we will need to successfully manage our distribution costs and rights, and improve the functionality of third-party distribution channels, while maintaining an industry-competitive cost structure. Negotiations with key GDSs and OTAs designed to manage our costs, increase our distribution flexibility, and improve functionality could be contentious, could result in diminished or less favorable distribution of our tickets, and may not provide the functionality we require to maximize ancillary revenues. Any inability to manage our third-party distribution costs, rights and functionality at a competitive level or any material diminishment in the distribution of our tickets could have a material adverse effect on our competitive position and our results of operations. Moreover, our ability to compete in the markets we serve may be threatened by changes in technology or other factors that may make our existing third-party sales channels impractical, uncompetitive or obsolete.

Our reputation and business could be materially adversely affected in the event of an emergency, accident or similar incident involving our aircraft.

We are exposed to potential significant losses in the event that any of our aircraft is subject to an emergency, accident, terrorist incident or other similar incident, and significant costs related to passenger claims, repairs or replacement of a damaged aircraft and its temporary or permanent loss from service. There can be no assurance that we will not be affected by such events or that the amount of our insurance coverage will be adequate in the event such circumstances arise and any such event could cause a substantial increase in our insurance premiums. Please see “Risks Related to Our Business—Increases in insurance costs or significant reductions in coverage could have a material adverse effect on our business, financial condition and results of operations.” In addition, any future aircraft emergency, accident or similar incident, even if fully covered by insurance or even if it does not involve our airline, may create a public perception that our airline or the equipment we fly is less safe or reliable than other transportation alternatives, or could cause us to perform time consuming and costly inspections on our aircraft or engines which could have a material adverse effect on our business, results of operations and financial condition.

or that the amount of our insurance coverage will be adequate in the event such circumstances arise and any such event could cause a substantial increase in our insurance premiums. Please see “Risks Related to Our Business—Increases in insurance costs or significant reductions in coverage could have a material adverse effect on our business, financial condition and results of operations.” In addition, any future aircraft emergency, accident or similar incident, even if fully covered by insurance or even if it does not involve our airline, may create a public perception that our airline or the equipment we fly is less safe or reliable than other transportation alternatives, or could cause us to perform time consuming and costly inspections on our aircraft or engines which could have a material adverse effect on our business, results of operations and financial condition.

We depend on a limited number of suppliers for our aircraft and engines.

One of the elements of our business strategy is to save costs by operating a single-family aircraft fleet - currently Airbus A320-family, single-aisle aircraft, powered by engines manufactured by IAE and Pratt & Whitney. If any of Airbus, IAE or Pratt & Whitney become unable to perform its contractual obligations, or if we are unable to acquire or lease aircraft or engines from these or other owners, operators or lessors on acceptable terms, we would have to find other suppliers for a similar type of aircraft or engine. In late 2022, we were notified by Airbus that a number of the aircraft we originally had scheduled for delivery in 2023 will be delayed into 2024 and beyond. These delays previously required us to reduce capacity expectations. If we have to lease or purchase aircraft from another supplier, we would lose the significant benefits we derive from our current single fleet composition. We may also incur substantial transition costs, including costs associated with retraining our employees, replacing our manuals and adapting our facilities and maintenance programs. Our operations could also be harmed by the failure or inability of aircraft, engine and parts suppliers to provide sufficient spare parts or related support services on a timely basis, particularly in connection with new-generation introductory technology. Our business would be significantly harmed if a design defect or mechanical problem with any of the types of aircraft, engines or components currently on order or that we operate were discovered that would halt or delay our aircraft delivery stream or that would ground any of our aircraft while the defect or problem was corrected, assuming it could be corrected at all. Starting in 2016, since the addition of A320neo aircraft, we had experienced introductory issues with the new-generation PW1100G engines, designed and manufactured by Pratt & Whitney, which had previously resulted in diminished service availability of such aircraft. Beginning in the second half of 2020, the A320neo aircraft fleet reliability had stabilized and the PW1100G engine technical issues had improved. However, beginning in the second half of 2022, we began experiencing reliability issues with the PW1100G engines once again resulting in diminished service availability of aircraft. Supply chain delivery issues and limited capacity at engine maintenance, repair, and overhaul (“MRO”) shops available to service PW1100G engines have resulted in extended turnaround time to perform these inspections and the modifications required to improve the reliability of these engines. These impacts are expected to continue, until supply chain and engine MRO shop capacity returns to required levels to support our network strategy. In addition, in July 2023, Pratt & Whitney announced that it had determined that a rare condition in the powdered metal used to manufacture certain engine parts will require accelerated inspection of the GTF fleet, which powers the A320neo aircraft. Pratt & Whitney notified us that all GTF engines in its fleet, including the engines slotted for future aircraft deliveries, for a yet to be determined period, may be subject to the removal and inspection, or replacement, of the powdered metal high-pressure turbine and compressor discs. We currently estimate these engines will require removal and inspection through at least 2026. Lower capacity resulting from manufacturer or supplier issues may lead to a significant impact on our business and operating results. For instance, partially as a result of the Pratt & Whitney engine issues, we have reduced, suspended or discontinued service in a number of cities. On March 26, 2024, we entered into an agreement (the “Agreement”) with IAE, an affiliate of Pratt & Whitney, pursuant to which IAE provided us with a monthly credit, subject to certain conditions, as compensation for each of our aircraft unavailable for operational service due to GTF engine issues from October 1, 2023 through the end of 2024. Pratt & Whitney agreed to issue us $150.6 million in credits related to the AOG days through December 31, 2024.41

One of the elements of our business strategy is to save costs by operating a single-family aircraft fleet - currently Airbus A320-family, single-aisle aircraft, powered by engines manufactured by IAE and Pratt & Whitney. If any of Airbus, IAE or Pratt & Whitney become unable to perform its contractual obligations, or if we are unable to acquire or lease aircraft or engines from these or other owners, operators or lessors on acceptable terms, we would have to find other suppliers for a similar type of aircraft or engine. In late 2022, we were notified by Airbus that a number of the aircraft we originally had scheduled for delivery in 2023 will be delayed into 2024 and beyond. These delays previously required us to reduce capacity expectations. If we have to lease or purchase aircraft from another supplier, we would lose the significant benefits we derive from our current single fleet composition. We may also incur substantial transition costs, including costs associated with retraining our employees, replacing our manuals and adapting our facilities and maintenance programs. Our operations could also be harmed by the failure or inability of aircraft, engine and parts suppliers to provide sufficient spare parts or related support services on a timely basis, particularly in connection with new-generation introductory technology. Our business would be significantly harmed if a design defect or mechanical problem with any of the types of aircraft, engines or components currently on order or that we operate were discovered that would halt or delay our aircraft delivery stream or that would ground any of our aircraft while the defect or problem was corrected, assuming it could be corrected at all. Starting in 2016, since the addition of A320neo aircraft, we had experienced introductory issues with the new-generation PW1100G engines, designed and manufactured by Pratt & Whitney, which had previously resulted in diminished service availability of such aircraft. Beginning in the second half of 2020, the A320neo aircraft fleet reliability had stabilized and the PW1100G engine technical issues had improved. However, beginning in the second half of 2022, we began experiencing reliability issues with the PW1100G engines once again resulting in diminished service availability of aircraft. Supply chain delivery issues and limited capacity at engine maintenance, repair and overhaul (“MRO”) shops available to service PW1100G engines have resulted in extended turnaround time to perform these inspections and the modifications required to improve the reliability of these engines. These impacts are expected to continue until supply chain and engine MRO shop capacity returns to required levels to support our network strategy. In addition, in July 2023, Pratt & Whitney announced that it had determined that a rare condition in the powdered metal used to manufacture certain engine parts will require accelerated inspection of the GTF fleet, which powers the A320neo aircraft. Pratt & Whitney notified us that all GTF engines in its fleet, including the engines slotted for future aircraft deliveries, for a yet to be determined period, may be subject to the removal and inspection, or replacement, of the powdered metal high-pressure turbine and compressor discs. We currently estimate these engines will require removal and inspection through at least 2026. Lower capacity resulting from manufacturer or supplier issues may lead to a significant impact on our business and operating results. For instance, partially as a result of the Pratt & Whitney engine issues, we have reduced, suspended or discontinued service in a number of cities. On March 26, 2024, we entered into an agreement with IAE, an affiliate of Pratt & Whitney, pursuant to which IAE provided us with a monthly credit, subject to certain conditions, as compensation for each of our aircraft unavailable for operational service due to GTF engine issues from October 1, 2023 through the end of 2024. Pratt & Whitney agreed to issue us $150.6 million in credits related to the AOG days through December 31, 2024. On June 4, 2025, we entered into an agreement with IAE, pursuant to which IAE provided us with a monthly credit, subject to certain conditions, as compensation for each of our aircraft unavailable for operational service due to GTF engine issues from January 1, 2025 through December 31, 2025. As of December 31, 2025, Pratt & Whitney issued the Company $135.3 million in credits related to the AOG days through December 31, 2025. In connection with our ongoing 2025 Chapter 11 Bankruptcy Proceedings, the lease agreements related to certain aircraft subject to these inspections were rejected as part of the bankruptcy process and we did not receive any additional credits under this agreement related to these aircraft. For additional information refer to "Notes to Consolidated Financial Statements—3. 2025 Chapter 11 Bankruptcy Proceedings."

We cannot be certain that new technical issues may be mitigated given the relatively short life these engines have been in service. We continuously work with the engine manufacturer to secure support and relief in connection with possible engine related operation disruptions. Should appropriate design or mechanical modifications not be implemented or not be effective, this could materially adversely affect our business, results of operations and financial condition. These types of events, if appropriate design or mechanical modifications cannot be implemented, and related operations disruptions, including from required inspections, could materially adversely affect our business, results of operations and financial condition. Moreover, the use of our aircraft could be suspended or restricted by regulatory authorities in the event of actual or perceived mechanical or design problems. Our business would also be significantly harmed if the public began to avoid flying with us due to an adverse perception of the types of aircraft, engines or components that we operate stemming from safety concerns or other problems, whether real or perceived, or in the event of an accident involving those types of aircraft, engines or components. Carriers that operate a more diversified fleet are better positioned than we are to manage such events.

Reduction in demand for air transportation, or governmental reduction or limitation of operating capacity, in the domestic U.S., Caribbean or Latin American markets could harm our business, results of operations and financial condition.

A significant portion of our operations are conducted to and from the domestic U.S., Caribbean or Latin American markets. Our business, results of operations and financial condition could be harmed if we lost our authority to fly to these

~~A significant portion of our operations are conducted to and from the domestic U.S., Caribbean or Latin American~~ markets~~. Our business~~, ~~results of operations and financial condition could be harmed if we lost our authority to fly to these markets,~~ by any circumstances causing a reduction in demand for air transportation, or by governmental reduction or limitation of operating capacity, in these markets, such as adverse changes in local economic or political conditions, negative public perception of these destinations, unfavorable weather conditions, public health concerns, military operations or terrorist-related activities. Furthermore, our business could be harmed if jurisdictions that currently limit competition allow additional airlines to compete on routes we serve. Many of the countries we serve are experiencing either economic slowdowns or recessions, which may translate into a weakening of demand and could harm our business, results of operations and financial condition.

Increases in insurance costs or significant reductions in coverage could have a material adverse effect on our business, financial condition and results of operations.

We carry insurance for third-party liability, passenger liability, property damage and all-risk coverage for damage to our aircraft. As a result of the September 11, 2001 terrorist attacks, aviation insurers significantly reduced the amount of insurance coverage available to commercial air carriers for liability to persons other than employees or passengers for claims resulting from acts of terrorism, civil unrest, war or similar events (war risk insurance). Accordingly, our insurance costs increased significantly and our ability to continue to obtain certain types of insurance remains uncertain. While the price of commercial insurance has declined since the period immediately after the terrorist attacks, in the event commercial insurance carriers further reduce the amount of insurance coverage available to us, or significantly increase its cost, we would be adversely affected. We currently maintain commercial airline insurance with several underwriters. However, there can be no assurance that the amount of such coverage will not be changed, or that we will not bear substantial losses from accidents. We could incur substantial claims resulting from an accident in excess of related insurance coverage that could have a material adverse effect on our results of operations and financial condition. Renewing coverage may result in higher premiums and more restrictive terms. Our business, results of operations and financial condition could be materially adversely affected if we are unable to obtain adequate insurance.

Failure to comply with applicable environmental regulations could have a material adverse effect on our business, results of operations and financial condition.

We are subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water and the management of hazardous substances, oils and waste materials. Compliance with all environmental laws and regulations can require significant expenditures and any future regulatory developments in the United States and abroad could adversely affect operations and increase operating costs in the airline industry. For example, climate change legislation was previously introduced in Congress, and such legislation could be re-introduced in the future by Congress and state legislatures, and could contain provisions affecting the aviation industry, compliance with which could result in the creation of substantial additional costs to us. Similarly, the EPA issued a rule that regulates larger emitters of greenhouse gases. Future operations and financial results may vary as a result of such regulations. Compliance with these regulations and new or existing regulations that may be applicable to us in the future could increase our cost base and could have a material adverse effect on our business, results of operations and financial condition.

~~There~~In isOctober ~~also~~2023, anthe ~~increasing~~state ~~international~~of ~~focus~~California onenacted ~~climate~~the ~~change~~Climate Corporate Data Accountability Act (“CCDAA”), ~~carbon~~or SB 253, and the Climate-Related Financial Risk Act (“CRFRA”), or SB 261. The CCDAA requires companies with annual revenues exceeding $1 billion that conduct business in California to report their Scope 1 and 2 greenhouse gas (“GHG”) emissions annually starting in 2026; and ~~environmental~~Scope ~~regulation~~3 GHG emissions starting in 2027. The ~~principal~~CRFRA ~~deputy~~applies ~~assistant~~to ~~secretary~~companies ~~for~~with ~~aviation~~annual revenues over $500 million that conduct business in California and ~~international~~requires ~~affairs~~biennial atdisclosure of climate-related financial risks and mitigation measures taken to address such risks. In November 2025, the ~~DOT~~U.S. ~~spent~~Court of Appeals for the ~~last~~Ninth 25Circuit ~~years~~issued ~~working~~an onorder ~~international~~in ~~aviation~~U.S. ~~climate~~Chamber ~~change~~of ~~policy~~Commerce atv. ~~Environmental~~Randolph ~~Defense~~granting ~~Fund~~an injunction against enforcement of the CRFRA pending resolution of the appeal of the district court’s preliminary injunction denial. ~~This~~The ~~may~~injunction ~~signal~~in ~~increased~~U.S. ~~emphasis~~Chamber onof ~~new~~Commerce ~~environmental~~v. ~~regulation~~Randolph, however, did not extend to the CCDAA. The California Air Resources Board announced an August 10, 2026 deadline for reporting Scope 1 and 2 GHG emissions under the CCDAA, which will remain in effect pending further ruling on ~~commercial~~the ~~aviation~~enforceability of the CCDAA. The Company is subject to both laws, as currently enacted, and expects to incur compliance, maintenance and remediation costs to conform to such requirements if they are upheld. The CCDAA and CRFRA remain subject to litigation, and the Company continues to monitor the litigation.

~~Members of the International Civil Aviation Organization (“ICAO”) have been negotiating a global agreement in greenhouse gas emissions for the aviation industry.~~ In October 2016, the ICAO adopted the Carbon Offsetting and Reduction Scheme for International Aviation (“CORSIA”), which is a global, market-based emissions offset program designed to encourage carbon-neutral growth beyond 2020. ~~Further, in June 2018 the ICAO adopted standards pertaining to the collection and sharing of information in international aviation emissions beginning in 2019. We are a participant in the~~ CORSIA ~~program. The CORSIA will increase operating costs for Spirit and other U.S. airlines that operate internationally. The CORSIA~~ is being implemented in phases beginning with two initial, phases of voluntary ~~phases~~State participation from 2021 to 2023 and 2024 to 2026, with the mandatory State participation phase beginning in 2027. ~~The~~Airline ~~COVID-19~~operators ~~pandemic has depressed international aviation such that 2020 emissions will not be included~~ in ~~setting a baseline. Only flights between~~ participating ~~countries~~states are ~~subject~~notified toof their offsetting ~~requirements~~obligation ~~until participation becomes mandatory for all countries starting in 2027~~annually. ~~Certain~~At ~~details are still being developed and~~ the ~~impact~~end ~~cannot~~of bea ~~fully~~phase ~~predicted~~(e. ~~Compliance with CORSIA could significantly increase our operating costs~~g. ~~The potential impact of CORSIA or other emissions~~2024-~~related requirements on our costs will ultimately depend on a number of factors~~2026), ~~including~~operators ~~baseline~~must ~~emissions,~~purchase ~~the price of emission allowances or offsets that we would need to acquire, the efficiency of our fleet~~ and ~~the~~cancel ~~number~~emissions ofunits ~~flights subject~~ to ~~these~~meet ~~requirements.~~their ~~These~~offsetting ~~costs~~obligation ~~have~~for ~~not~~that ~~been completely defined and could fluctuate~~period.

~~Governmental~~In ~~authorities~~2025, the decision was made to suspend our participation in ~~several~~the ~~U.S.~~Monitoring, Reporting and ~~foreign~~Verification ~~cities~~(MRV) ~~are~~aspect ~~also~~of ~~considering~~ICAO’s orCORSIA ~~have~~program. ~~already~~However, ~~implemented~~as ~~aircraft~~the ~~noise~~United ~~reduction~~States ~~programs~~is still a CORSIA participant, ~~including~~we anticipate that an offsetting obligation may exist in the ~~imposition~~coming ofyears. ~~nighttime~~Certain ~~curfews~~details are still being developed, and ~~limitations~~the onimpact ~~daytime~~cannot ~~take-offs~~be ~~and~~fully ~~landings~~predicted. WeCompliance ~~have~~with ~~been~~CORSIA ~~able~~could tosignificantly ~~accommodate~~increase ~~local~~our ~~noise~~operating ~~restrictions~~costs. ~~imposed~~The potential impact of CORSIA or other emissions-related requirements on our costs will ultimately depend on a number of factors, including baseline emissions, sectoral growth factor of the industry, the price of emission allowances or offsets that we would need to ~~date~~acquire, ~~but~~the efficiency of our ~~operations~~fleet ~~could~~and bethe ~~adversely~~number ~~affected~~of ifflights ~~locally-imposed~~subject ~~regulations~~to ~~become~~these ~~more~~requirements. ~~restrictive~~These orcosts ~~widespread~~have not been completely defined and could fluctuate.

Governmental authorities in several U.S. and foreign cities are also considering or have already implemented aircraft noise reduction programs, including the imposition of nighttime curfews and limitations on daytime take-offs and landings. We have been able to accommodate local noise restrictions imposed to date, but our operations could be adversely affected if locally imposed regulations became more restrictive or widespread.

If we are unable to attract and retain qualified personnel or fail to maintain our company culture, our business, results of operations and financial condition could be harmed.

Our business is labor intensive. We require large numbers of pilots, flight attendants, maintenance technicians and other personnel. The airline industry has from time to time experienced a shortage of qualified personnel, particularly with respect to pilots and maintenance technicians. In addition, we currently face, and may continue to face, high employee turnover, including with respect to our pilots. We may be required to increase wages and/or benefits in order to attract and retain qualified personnel. If we are unable to hire, train and retain qualified employees, our operations and business could be harmed, and we may be unable to implement our network strategy.

In addition, we believe it may be increasingly challenging to continue to hire people who will maintain our company culture. Our company culture, which we believe is one of our competitive strengths, is important to providing high-quality customer service and having a productive, accountable workforce that helps keep our costs low. As we continue to grow, we may be unable to identify, hire or retain enough people who meet the above criteria, including those in management or other key positions. If we fail to maintain the strength of our company culture, our competitive ability and our business, results of operations and financial condition could be harmed. For example, the pendency of the ~~Chapter~~chapter 11 restructuring may make it difficult to retain and hire qualified personnel. Please see “We are subject to other risks and uncertainties associated with our Chapter 11 Cases.”

Chapter 11 Cases.”

Our business, results of operations and financial condition could be materially adversely affected if we lose the services of our key personnel.

Our success depends to a significant extent upon the efforts and abilities of our senior management team and key financial and operating personnel. In particular, we depend on the services of our senior management team. Competition for highly qualified personnel is intense. The loss of any executive officer or other key employee without adequate replacement or the inability to attract new qualified personnel could have a material adverse effect on our business, results of operations and financial condition. We do not maintain key-person life insurance on our management team.

The requirements of being a ~~public~~voluntary ~~company~~filer may strain our resources, divert management’s attention and affect our ability to attract and retain qualified Board members.

AsHistorically as a public company, we have incurred, and currently as a voluntary filer of reports required to be filed under section 13 or 15(d) of the Exchange Act we incur, significant legal, accounting and other expenses, including costs associated with ~~public~~SEC ~~company~~ reporting requirements. We also have incurred and will continue to incur costs associated with the Sarbanes-Oxley Act of 2002, as amended, the Dodd-Frank Act and related rules implemented or to be implemented by the SEC and the New York Stock Exchange. The expenses incurred by ~~public~~voluntary ~~companies~~filers generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees, or as our executive officers and may divert management’s attention. Furthermore, if we are unable to satisfy our obligations as a ~~public~~voluntary ~~company~~filer, we could be subject to delisting of our ~~common~~Common ~~stock~~Stock, fines, sanctions and other regulatory action and potentially civil litigation.

Our results of operations fluctuate due to seasonality, weather, and other factors.

We expect our quarterly operating results to fluctuate due to seasonality and generally expect demand to be greater in the second and third quarters compared to the rest of the year. Actions of our competitors and travel restrictions may also contribute to fluctuations in our results. We are more susceptible to adverse weather conditions, than some of our competitors, since a significant portion of our operations are concentrated in markets such as South Florida, the Caribbean, Latin America and the Northeast and northern Midwest regions of the United States, which are particularly vulnerable to adverse weather conditions, airport traffic constraints and other delays. As we enter new markets, we could be subject to additional seasonal variations along with any competitive responses to our entry by other airlines. Price changes in aircraft fuel as well as the timing and amount of maintenance and advertising expenditures may also impact our operations. As a result of these factors, quarter-to-quarter comparisons of our operating results may not be a good indicator of our future performance. In addition, it is possible in any

~~future~~Although ~~period~~we ~~that~~currently ~~our~~file ~~operating~~Exchange ~~results~~Act ~~could~~reports bewith ~~below~~ the ~~expectations~~SEC ofon ~~investors~~a ~~and~~voluntary ~~any~~basis, ~~published~~we ~~reports~~may orcease ~~analysis~~voluntarily ~~regarding~~filing ~~Spirit~~in the future. InIf ~~such~~we anwere ~~event~~to cease voluntarily filing with the SEC, our reports would no longer be available on the ~~price~~SEC's ofEDGAR ~~our~~system ~~common~~and ~~stock~~information ~~could~~about ~~decline,~~us ~~perhaps~~may ~~substantially~~not be available.

As a public company we have historically filed, and we currently voluntarily file, our annual, quarterly and current reports and other business and financial information required by the Exchange Act with the SEC. The SEC has made these filings publicly available through its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. EDGAR allows investors to readily access our filings via the SEC's website. However, we may in the future cease such voluntary reporting. Therefore, to the extent that we do not file our annual, quarterly and current reports required by the Exchange Act with the SEC on a voluntary basis, investors may find it more difficult to access information about us, including financing information, and thus may view us less favorably.

Our results of operations fluctuate due to seasonality, weather and other factors.

We expect our quarterly operating results to fluctuate due to seasonality and generally expect demand to be greater in the second and third quarters of each year and during peak U.S. holiday periods. Actions of our competitors and travel restrictions may also contribute to fluctuations in our results. We are more susceptible to adverse weather conditions, than some of our competitors, since a significant portion of our operations are concentrated in markets such as South Florida, the Caribbean, Latin America and the Northeast and northern Midwest regions of the United States, which are particularly vulnerable to adverse weather conditions, airport traffic constraints and other delays. As we enter new markets, we could be subject to additional seasonal variations along with any competitive responses to our entry by other airlines. Price changes in aircraft fuel as well as the timing and amount of maintenance and advertising expenditures may also impact our operations. As a result of these factors, quarter-to-quarter comparisons of our operating results may not be a good indicator of our future performance. In addition, it is possible in any future period that our operating results could be below the expectations of investors and any published reports or analysis regarding Spirit. In such an event, the price of our Common Stock could decline, perhaps substantially.

We may utilize artificial intelligence, which could expose us to liability or adversely affect our business.

We may, and may in the future, use artificial intelligence, generative artificial intelligence, machine learning and similar tools and technologies (collectively, “AI”) in connection with our business. However, there are significant risks involved in utilizing AI and no assurance can be provided that our use will enhance our products or services or produce the intended results. For example, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable; AI has been known to produce false or “hallucinatory” inferences or outputs; AI can present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges; and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions, including those incorporated in our products and services. If the AI solutions that we create or use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. If we do not have sufficient rights to use the data or other material or content on which our AI solutions or other AI tools we use rely, we also may incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights, or contracts to which we are a party.

In addition, the regulatory framework for AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. It is possible that new laws and regulations will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted in ways that would affect the operation of our products and services and the way in which we use AI and similar technologies. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. Moreover, because these technologies ~~are~~ themselves are highly complex and rapidly developing, it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

Risks Related to Our Programs

The success of the Free Spirit Program and the Spirit Saver$ Club® program depend on the success of the Company.

The Free Spirit Program and the Spirit Saver$ Club® program depend on our continued success as a commercial airline and our continued performance under certain Free Spirit Agreements. The success or failure of our business will have a direct impact the success and the value of the Free Spirit Program and the Spirit Saver$ Club® program.

Business decisions made by the Company, including with respect to ticket prices, routes, the location of hubs, cabin designs, safety procedures, any initiatives to retain customers and otherwise, could have an adverse impact on our appeal to air travelers, which could negatively affect participation in the Free Spirit Program and the Spirit Saver$ Club® program, damage our reputation or harm our relationships with the Free Spirit Partners. For instance, certain business decisions may negatively adjust the rate at which points are purchased by third parties under the terms of the applicable Free Spirit Agreement, and decisions by the Company with respect to mergers, divestitures or other corporate events may provide for termination rights of third parties under Free Spirit Agreements, each of which could have a material adverse effect on the financial and operational success, as well as the appraised value of the Free Spirit Program and the Spirit Saver$ Club® program.

The success of the Free Spirit Program and the Spirit Saver$ Club® program may be harmed by decisions or actions of our partners that are beyond our control.

The Free Spirit Program and the Spirit Saver$ Club® program depend in part on the decisions or actions of our partners. For example, issuers of our co-branded credit cards have certain rights to alter terms and conditions of the credit card accounts of their customers, including finance charges and other fees and required minimum monthly payments, in order to maintain their competitive position in the credit card industry or to comply with, among other things, regulatory guidelines, relevant law or prudent business practices. Changes in the terms of such credit card accounts may reduce the number of new accounts, the volume of credit card spend or negatively impact account retention, which in turn may reduce the number of points accrued and sold or impact the Free Spirit Program. Although issuers of our co-branded credit cards may consult the Company prior to implementing any such changes, no assurance can be given that issuers of our co-branded credit cards will not take actions that adversely affect the success of Free Spirit Program and the Spirit Saver$ Club® program.

implementing any such changes, no assurance can be given that issuers of our co-branded credit cards will not take actions that adversely affect the success of Free Spirit Program and the Spirit Saver$ Club® program.

Covenant restrictions on the Free Spirit Program and the Spirit Saver$ Club® program in our debt agreements will impose restrictions on our operations, and if we are not able to comply with such covenants, our creditors could accelerate our indebtedness or exercise other remedies.

The covenants in the indenture governing the Secured Notes contains a number of provisions that impose restrictions on the Free Spirit Program and the Spirit Saver$ Club® program which, subject to certain exceptions, limit the ability of the Company to, among other things, amend the policies and procedures of the Free Spirit Program and the Spirit Saver$ Club® program in a manner that would be reasonably expected to have a material adverse effect, compete with the Free Spirit Program and the Spirit Saver$ Club® by establishing another mileage or loyalty program (subject to certain exceptions) and sell pre-paid miles in excess of $25.0 million annually and $125.0 million in the aggregate. The indenture contains additional restrictions on the Free Spirit Program and the Spirit Saver$ Club® program, including the ability to terminate or modify certain licenses and certain material Free Spirit Agreements. The indenture also requires Spirit to maintain a minimum liquidity of at least $400.0 million on a daily basis. Such covenants are in addition to the other restrictions in the indenture, such as restrictions on the ability of the issuers and guarantors of the Secured Notes to make restricted payments, incur additional indebtedness, enter into certain transactions with affiliates, create or incur certain liens on the collateral, merge, consolidate, or sell assets, sell, transfer or otherwise convey the collateral and designate certain subsidiaries as unrestricted.

Complying with these covenants and other restrictive covenants that may be contained in any future debt agreements will limit our ability to operate our business and may limit our ability to take advantage of business opportunities that are in our long-term interest.

The failure to comply with any of these covenants or restrictions could result in a default under the indenture governing the Secured Notes or any future debt agreement, which could lead to an acceleration of the debt under such instruments and, in some cases, the acceleration of debt under other instruments that contain cross-default or cross-acceleration provisions, each of which could have a material adverse effect on the Company. In the case of an event of default, or in the event of a cross-default or cross-acceleration, we may not have sufficient funds available to make the required payments under our debt agreements.

Risks Related to Our Leverage and Liquidity

We have a significant amount of aircraft-related fixed obligations and we have incurred, and may incur in the future, significant ~~additional~~ debt, that could impair our liquidity and thereby harm our business, results of operations and financial condition.

Our ability to pay the fixed and other costs associated with our contractual obligations will depend on our operating performance, cash flow and our ability to secure adequate financing, which will in turn depend on, among other things, the success of our current business strategy, fuel price volatility, weakening or improvement in the U.S. economy, as well as general economic and political conditions and other factors that are beyond our control. From time to time and subject to market conditions and any applicable contractual requirements, we may refinance portions of our debt, including our ~~2025~~2026 maturities, which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher dilution. The amount of our aircraft-related fixed obligations, our obligations under our other debt arrangements, and the related need to obtain financing could have a material adverse effect on our business, results of operations and financial condition and could:

•require a substantial portion of cash flow from operations for operating lease and maintenance deposit payments, and principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

•limit our ability to make required pre-delivery deposit payments, or PDPs, including those payable to our ~~aircraft and~~ engine manufacturers for our ~~aircraft and~~ spare engines on order;

•limit our ability to obtain additional financing to support our expansion plans and for working capital and other purposes on acceptable terms or at all;

•make it more difficult for us to pay our other obligations as they become due during adverse general economic and market industry conditions because any related decrease in revenues could cause us to have insufficient cash flows from operations to make our scheduled payments;

•reduce our flexibility in planning for, or reacting to, changes in our business and the airline industry and, consequently, place us at a competitive disadvantage to our competitors with fewer fixed payment obligations or which are subject to fewer limitations or restrictions; and

•cause us to lose access to one or more aircraft and forfeit our rent deposits if we are unable to make our required aircraft lease rental and debt payments and our lessors or lenders exercise their remedies under the lease and debt agreements, including cross default provisions in certain of our leases and mortgages.

A failure to pay our operating lease, debt and other fixed cost obligations or a breach of our contractual obligations could result in a variety of adverse consequences, including the exercise of remedies by our creditors and lessors. In such a situation, it is unlikely that we would be able to cure our breach, fulfill our obligations, make required lease or debt payments or otherwise cover our fixed costs, which would have a material adverse effect on our business, results of operations and financial condition.

Downgrades in, and withdrawals of, our credit ratings could increase future debt financing costs and limit the future availability of debt financing.

Our credit ratings are important to our cost and availability of capital. The major rating agencies routinely evaluate our credit profile and assign credit ratings to us. This evaluation is based on a number of factors, which include financial strength, business and financial risk, transparency with rating agencies, and timeliness of financial reporting, as well as overall industry risk. We have experienced downgrades in, and withdrawals of, our credit ratings based on our increased level of credit risk as a result of the financial impacts of the COVID-19 pandemic and a continued lack of profitability.

~~Beginning in 2020 with the onset of the COVID-19 pandemic and leading up to the Chapter 11 Cases, our corporate credit ratings have been downgraded by Fitch, S&P Global and/or Moody's.~~ As of ~~February~~September 2025, following our ~~Chapter~~2025 11Bankruptcy filing, ~~our~~ Fitch and S&P Global's downgraded our corporate credit ~~ratings~~rating ~~were~~to D, respectively. ~~Additionally,~~Following ~~following~~ our ~~Chapter~~2025 11Bankruptcy filing, Moody's also downgraded our corporate credit rating to D and eventually withdrew it entirely.

There can be no assurance that we will be able to ~~maintain~~improve these credit ratings. If our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk to our ratings levels, the airline industry, or to us, it could increase future debt financing costs and limit the future availability of debt financing, which would have an adverse effect on our business, results of operations and financial condition.

If ~~our~~we ~~credit~~are ~~ratings~~unable ~~were~~ to beimprove ~~further downgraded, or general market conditions were to ascribe higher risk to~~ our ~~ratings~~credit ~~levels~~ratings, ~~the airline industry, or us,~~ it could increase future debt financing costs and limit the future availability of debt financing, which would have an adverse effect on our business, results of operations and financial condition.

Despite our current indebtedness levels, we may incur additional indebtedness in the future, which could further increase the risks associated with our leverage.

We may be able to incur substantial additional indebtedness, including the Exit Secured Notes, the Exit Revolving Credit Facility and additional secured indebtedness, in the future. Our debt agreements do not prohibit us from incurring additional unsecured indebtedness or certain secured indebtedness. If other such indebtedness is incurred in the future, our debt service obligations will increase. The more leveraged we become, the more we will be exposed to the risks created by our current substantial indebtedness.

~~Facility~~Our ~~and~~ability ~~additional~~to incur secured indebtedness, inis ~~the~~subject ~~future.~~to ~~Our~~compliance ~~debt~~with ~~agreements~~certain docovenants ~~not~~in ~~prohibit~~the usagreements ~~from~~governing ~~incurring~~the ~~additional~~Exit ~~unsecured~~Secured ~~indebtedness~~Notes orand ~~certain~~the ~~secured~~Exit ~~indebtedness.~~Revolving IfCredit ~~other~~Facility ~~such~~(as ~~indebtedness~~defined isbelow), ~~incurred~~and, in ~~the~~certain ~~future~~circumstances, ~~our~~the ~~debt~~liens ~~service~~securing ~~obligations~~such ~~will~~additional ~~increase.~~indebtedness ~~The~~will ~~more~~be ~~leveraged~~permitted weto ~~become,~~be ~~the~~pari ~~more~~passu wewith ~~will~~the beliens ~~exposed~~securing to the ~~risks~~Exit ~~created~~Secured ~~by our current substantial indebtedness~~Notes.

Our ability to incur secured indebtedness is subject to compliance with certain covenants in the indenture governing the Secured Notes and, upon the Effective Date will be subject to compliance with certain covenants in the agreements governing the Exit Secured Notes and the Exit Revolving Credit Facility, which may be more restrictive than the covenants that govern the Secured Notes, and, in certain circumstances, the liens securing such additional indebtedness will be permitted to be pari passu with the liens securing the Secured Notes and the Exit Secured Notes.

To the extent that the terms of our current or future debt agreements would prevent us from incurring additional indebtedness, we may be able to obtain amendments to those agreements that would allow us to incur such additional indebtedness, and such additional indebtedness could be material.

For additional information, refer to “Notes to Consolidated Financial Statements—1314. Debt and Other Obligations” and “Notes to Consolidated Financial Statements—1012. Equity.”

We are highly dependent upon our cash balances and operating cash flows.

As of December 31, ~~2024~~2025, we ~~have~~had acash ~~DIP~~and ~~Facility~~cash ~~for~~equivalents of $~~300~~273.0 million. ~~For~~On ~~additional information~~August 21, refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements—13. Debt and Other Obligations.” This facility is not adequate to finance our operations2025, ~~and~~ we ~~will~~borrowed ~~continue~~the toentire be dependent on our operating cash flows and cash balances to fund our operations and to make scheduled payments on our aircraft-related fixed obligations. In addition, we have sought, and may continue to seek, financing from other available ~~sources~~amount toof ~~fund our operations. For example, on the Effective Date, we will issue~~ $~~840~~275.0 million ofunder the Exit ~~Secured Notes and enter into the Exit~~ Revolving Credit Facility ~~providing~~due upon toMarch 12, ~~$300~~2028.0 ~~million~~Borrowings inunder ~~financing.~~the WeExit ~~can~~Revolving ~~give~~Credit noFacility ~~assurances~~are ~~that~~included wewithin ~~will~~liabilities besubject ~~able~~ to ~~secure~~compromise ~~additional~~on ~~sources of funds to support~~ our ~~operations,~~consolidated ~~or,~~balance ifsheets. ~~such~~Refer ~~funds are available~~ to ~~us,~~"Notes ~~that such additional financing will be sufficient~~ to ~~meet~~Consolidated ~~our~~Financial ~~needs~~Statements—14. InDebt ~~addition,~~and ~~our~~Other ~~credit~~Obligations" ~~card~~for ~~processors~~additional ~~are entitled to withhold receipts from customer purchases from us, under certain circumstances~~information. IfWe wewill ~~fail~~continue to ~~maintain certain liquidity and other financial covenants, their rights to holdback would become operative, which would result in a reduction of unrestricted cash that could~~ be ~~material.~~dependent Ifon ~~we fail to generate sufficient funds from operations to meet~~ our operating cash ~~requirements~~flows orand ~~do not obtain a line of credit,~~ other ~~borrowing~~liquidity ~~facility~~enhancement orstrategies ~~equity~~to ~~financing,~~fund ~~we could default on~~ our ~~operating~~operations ~~lease~~ and ~~fixed obligations. Our inability~~ to ~~meet~~make ~~our~~scheduled ~~obligations~~payments ~~as they become due would have a material adverse effect~~ on our ~~business,~~aircraft-related ~~results~~fixed ofobligations ~~operations~~ and ~~financial~~other ~~condition~~debt obligations.

We operate in a highly competitive industry environment, and industry trends in the fourth quarter of 2025, including elevated domestic capacity and continued weak demand for domestic leisure travel, have required us to revise and implement strategies to improve our liquidity, including the implementation of network capacity reductions, changes to our fleet plan, product enhancements and discretionary cost reduction strategies with respect to labor, maintenance, airport and other operating costs. We plan to take additional liquidity enhancing measures, which may include the sale or other monetization of certain aircraft and real estate, the sale of excess airport gate capacity, elimination of certain fixed costs and other transactions to raise additional liquidity. In connection with the Chapter 11 Cases, we entered into a Superpriority Secured Priming Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), dated October 14, 2025, with the lenders from time to time party thereto (the “DIP Lenders”) and Wilmington Trust, National Association, as administrative agent and collateral agent. Pursuant to the DIP Credit Agreement, the DIP Lenders agreed to make available to Spirit up to $475.0 million in new money term loans (the “DIP Facility”) in four or more installments over time and subject to certain conditions. For additional information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements—3. 2025 Chapter 11 Bankruptcy Proceedings.”

In connection with the Chapter 11 Cases, we entered into a Global Restructuring Term Sheet, dated September 23, 2025 (as amended from time to time, the “AerCap Term Sheet”), with AerCap Ireland Limited, on behalf of itself and its subsidiaries, affiliates, owner trusts, managed entities and assignees (collectively, “AerCap”). Pursuant to the AerCap Term Sheet, we and AerCap agreed on, among other things, (i) the termination of 36 existing leases for future aircraft deliveries, each dated as of July 30, 2024 (the “Undelivered Leases”), (ii) the rejection of 27 existing leases for aircraft previously leased to Spirit (the “Rejected Leases”), (iii) the assumption of 10 existing leases for aircraft previously leased to Spirit (the “Assumed Leases”), (iv) the entry into 30 new leases for future aircraft deliveries (the “New Leases”), (v) the termination of Spirit’s existing order book with Airbus for 52 future A320neo family aircraft and removal of 10 option positions, (vi) the settlement of certain claims against and by AerCap with respect to the Undelivered Leases, the Rejected Leases and the Assumed Leases relating to certain default and termination notices sent by AerCap to Spirit on August 25, 2025 and (vii) the payment by AerCap to Spirit of a liquidity payment of approximately $150 million (the “Liquidity Payment”).

In connection with the Chapter 11 Cases, we entered into a Restructuring Term Sheet, dated December 3, 2025 (as amended from time to time, the “IAE Term Sheet”), and subsequently entered into a definitive agreement on February 4, 2026, with IAE for, among other things, (i) the modification of our existing purchase and maintenance agreements with IAE (the “Existing Agreements”), in each case to maintain pricing levels despite reduced go-forward service volumes following implementation of expected fleet reductions as part of the Chapter 11 Cases (the “Fleet Reduction”), and the assumption of such agreements (after giving effect to such modifications, the “Modified Agreements”), (ii) the termination of our 2025 agreement with IAE for support credits in respect of certain grounded aircraft, (iii) the planned entry into short term leases pursuant to rejection agreements with various lessors for certain engines which were previously rejected by Spirit as part of the Fleet Reduction in order to allow Spirit to utilize the remaining “green time” on such engines, (iv) the settlement and release of certain claims against and by IAE under the Existing Agreements with respect to the Fleet Reduction, aircraft on ground compensation and related issues, and (v) the issuance by IAE to Spirit of new service credits in the amount of up to $140.0 million.

However, there can be no assurance that we will be able to improve our liquidity position, achieve our business plans or return to profitability. Further, we can give no assurances that we will be able to meet the conditions required to access all of the term loans under the DIP Facility or secure additional sources of funds to support our operations or refinance our existing indebtedness, or, even if such additional funds are available to us, that such additional financing will be on terms that are acceptable to us or sufficient to meet our needs. If we are unable to raise sufficient capital, including by satisfying the conditions required under the DIP Facility, or refinance our existing indebtedness when needed, our business, financial condition and results of operations will be materially and adversely affected, and we may need to significantly modify our operational plans to continue as a going concern. In addition, subject to the provisions of the Bankruptcy Code, our credit card processors are entitled to withhold receipts from customer purchases from us under certain circumstances. If we fail to maintain certain liquidity and other financial covenants, the amount of cash they have the right to hold back would increase, which would result in a reduction of unrestricted cash that could be material. Inadequate liquidity could have an impact on compliance with our debt obligations and may materially adversely affect our share price and our ability to raise new capital or to enter into or amend critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations.

Risks Relating to Our Securities

Future sales and issuances of our ~~common~~Common ~~stock~~Stock or rights to purchase ~~common~~Common ~~stock~~Stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities, including shares of new common equity. Future sales and issuances of our common stock or rights to purchase our common stock could result in substantial dilution to our existing stockholders. We may issue and sell new common equity in a manner as we may determine from time to time. If we sell any such new common equity in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our new common equity.

On the Effective Date, all of our existing Common Stock and other equity interests will be canceled without any distributions to the holders of our Common Stock and other equity interests on account thereof. In addition, after the Effective Date, we have agreed to register the resale of a significant number of shares of our common stock held by certain of our stockholders. As a result, common stock held by these stockholders may become eligible for future sale without restriction. Accordingly, these stockholders then may freely resell their shares in the open market, which could cause our stock price to decline.

The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, or warrants issued to the Treasury under the PSP1, PSP2 or PSP3, could depress the trading price of our common stock on the OTC Pink Market and Convertible Notes.

We may conduct future offerings of our common stock, preferred stock or other securities that are convertible into or exercisable for our common stock to finance our operations or fund acquisitions, or for other purposes. In connection with our participation in PSP1, PSP2 and PSP3, we issued to the Treasury 739,089 warrants which may be exercised for shares of our common stock in consideration for the receipt of funding from the Treasury. The warrants expire in five years from the date of issuance, are transferable, have no voting rights and contain customary terms regarding anti-dilution. If the Treasury or any subsequent warrant holder exercises the warrants, the interest of our holders of common stock would be diluted and we would be partially owned by the U.S. government, which could have a negative impact on our common stock price, and which could require increased resources and attention by our management. Additionally, in 2020 we issued 9,000,000 shares pursuant to our ATM Program and in 2021 we completed the registered direct placement of 10,594,073 shares of our voting common stock. Further, we reserve shares of our common stock for future issuance under our equity incentive plans, which shares are eligible for sale in the public market to the extent permitted by the provisions of various agreements and, to the extent held by affiliates, the volume and manner of sale restrictions of Rule 144. If these additional shares are sold, or if it is perceived that they will be sold, into the public market, the price of our common stock could decline substantially. The indenture for the 4.75% convertible senior notes due 2025 (the “2025 Convertible Notes”) and the 1.00% convertible senior notes due 2026 (the “2026 Convertible Notes”, and together with the 2025 Convertible Notes, the “Convertible Notes”) does not restrict our ability to issue additional

~~equity~~We ~~securities~~may ~~in the future. If we~~ issue additional securities, including shares of ~~our~~new common ~~stock~~equity. orFuture ~~rights~~sales toand ~~acquire~~issuances ~~shares~~ of our ~~common~~Common ~~stock,~~Stock ifor ~~any~~rights ofto purchase our ~~existing~~Common ~~stockholders~~Stock ~~sells~~could aresult in substantial ~~amount~~dilution ofto our ~~common~~existing ~~stock,~~stockholders. orWe ifmay ~~the~~issue ~~market~~and ~~perceives~~sell ~~that~~new ~~such~~common ~~issuances~~equity orin ~~sales~~a ~~may~~manner ~~occur,~~as ~~then~~we ~~the~~may ~~trading~~determine ~~price~~from oftime ~~our~~to ~~common~~time. ~~stock~~If onwe ~~the~~sell ~~OTC~~any ~~Pink~~such ~~Market,~~new ~~and,~~common ~~accordingly,~~equity ~~the~~in ~~Convertible~~subsequent ~~Notes~~transactions, investors may ~~significantly~~be ~~decline~~materially diluted. InNew ~~addition,~~investors ~~any~~in ~~issuance~~such ofsubsequent ~~additional~~transactions ~~shares~~could ofgain ~~common~~rights, ~~stock~~preferences ~~will~~and ~~dilute~~privileges ~~the~~senior ~~ownership~~to ~~interests~~those of ~~our existing common stockholders, including~~ holders of our ~~Convertible~~new ~~Notes who have received shares of our~~ common ~~stock upon conversion of their Convertible Notes~~equity.

~~Conversion~~Our ofequity ~~the~~securities ~~Convertible~~have ~~Notes~~been ~~may~~rendered ~~dilute~~worthless ~~the~~on ~~ownership~~multiple ~~interest of existing stockholders~~occasions, including ~~holders~~as a result of the ~~Convertible~~Chapter ~~Notes~~11 ~~who~~Cases; ~~have~~accordingly, ~~previously~~any ~~converted~~investment ~~their~~in ~~Convertible~~our ~~Notes~~equity securities is highly speculative.

~~At our election~~Further, we ~~may~~reserve ~~settle~~shares ~~Convertible~~of ~~Notes~~our ~~tendered~~Common Stock for ~~conversion~~future ~~partly~~issuance ~~or,~~under inour ~~the~~equity ~~case~~incentive ofplans, ~~the~~which ~~2025~~shares ~~Convertible~~are ~~Notes,~~eligible ~~entirely,~~for sale in ~~shares~~the ofpublic ~~our~~market ~~common~~to ~~stock.~~the Asextent apermitted ~~result,~~by the ~~conversion~~provisions of ~~some~~various oragreements ~~all~~and, ofto the ~~Convertible~~extent ~~Notes~~held ~~may~~by ~~dilute~~affiliates, the ~~ownership~~volume ~~interests~~and manner of ~~existing~~sale ~~stockholders~~restrictions of Rule 144. ~~Any~~If ~~sales~~these inadditional shares are sold, or if it is perceived that they will be sold, into the public market, the price of ~~the~~our ~~common~~Common ~~stock~~Stock ~~issuable~~could ~~upon~~decline ~~such~~substantially. ~~conversion~~If we issue additional shares of ~~the~~our ~~Convertible~~Common ~~Notes~~Stock ~~could~~or ~~adversely~~rights ~~affect~~to ~~prevailing~~acquire ~~market~~shares ~~prices~~of our Common Stock, if any of our ~~common~~existing ~~stock~~stockholders ~~and,~~sells ina ~~turn~~substantial amount of our Common Stock, or if the ~~price~~market ofperceives ~~the~~that ~~Convertible~~such ~~Notes.~~issuances Inor ~~addition~~sales may occur, then the ~~existence~~trading price of our Common Stock on the ~~Convertible~~OTC ~~Notes~~Pink Limited Market may ~~encourage~~significantly ~~short~~decline. ~~selling~~In byaddition, ~~market~~any ~~participants~~issuance ~~because~~of ~~the~~additional ~~conversion~~shares of ~~the~~Common ~~Convertible~~Stock ~~Notes~~will ~~could~~dilute ~~depress~~ the ~~price~~ownership interests of our existing common ~~stock~~stockholders.

~~Provisions~~The inmarket ~~the~~price ~~indenture~~of ~~governing~~our ~~the~~Common ~~Convertible~~Stock ~~Notes~~has been, and may continue to be, volatile, which could ~~delay~~cause orthe ~~prevent~~value of an ~~otherwise~~investment ~~beneficial~~in ~~takeover~~our ofstock usto decline.

~~Certain~~On ~~provisions~~September in2, ~~the~~2025, ~~Convertible~~we ~~Notes~~received ~~and~~ the ~~indenture~~Delisting ~~governing~~Notice from the ~~Convertible~~NYSE ~~Notes~~notifying ~~could make a third party attempt to acquire~~ us ~~more difficult or expensive. For example~~that, ifas a ~~takeover~~result ~~constitutes a fundamental change, then holders~~ of the ~~Convertible~~Chapter ~~Notes~~11 ~~will~~Case ~~have~~and ~~the~~in ~~right~~accordance towith ~~require~~NYSE usListed toCompany ~~repurchase~~Manual ~~their~~Section ~~notes for cash~~802. ~~In addition~~01D, ifthe aNYSE ~~takeover~~had ~~constitutes~~determined athat ~~make-whole~~our ~~fundamental~~shares ~~change,~~of ~~then~~Common weStock ~~may~~would be ~~required~~delisted tofrom ~~temporarily increase~~ the ~~conversion~~NYSE ~~rate. In either case,~~ and inthat ~~other~~trading ~~cases,~~of our ~~obligations~~shares ~~under~~of ~~the~~Common ~~Convertible~~Stock ~~Notes~~on ~~and~~NYSE ~~the~~was ~~indenture~~suspended ~~governing~~immediately. ~~the~~Our ~~Convertible~~shares ~~Notes~~of ~~could~~Common ~~increase~~Stock ~~the~~commenced ~~cost~~trading ofon ~~acquiring~~the usOTC orPink ~~otherwise~~Limited ~~discourage~~Market aunder ~~third~~the ~~party~~symbol ~~from~~“FLYYQ” ~~acquiring~~on usSeptember ~~or removing incumbent management~~3, ~~including~~2025. inWe ado ~~transaction~~not ~~that~~expect ~~holders~~any ofrecovery ~~the~~for ~~Convertible Notes or~~ holders of our ~~common~~Common ~~stock~~Stock ~~may~~in ~~view~~the asChapter ~~favorable~~11 Cases.

The market price of our ~~common~~Common ~~stock~~Stock ~~has~~on ~~been,~~the ~~and~~OTC Pink Limited Market may ~~continue~~fluctuate tosubstantially ~~be,~~due ~~volatile,~~to ~~which~~a ~~could~~variety ~~cause~~of ~~the~~factors, ~~value~~many of anwhich ~~investment~~are inbeyond our ~~stock~~control, ~~to decline.~~including:

On•developments ~~November~~in ~~18, 2024, we received~~ the ~~Delisting Notice from the NYSE notifying us that, as a result of the~~ Chapter 11 ~~Case~~Cases and inapproval ~~accordance with NYSE Listed Company Manual Section 802.01D, the NYSE had determined that our shares~~ of ~~common stock would be delisted from~~ the ~~NYSE~~Proposed ~~and~~Plan; that trading of our shares of common stock on NYSE was suspended immediately. As a result of the suspension and expected delisting, our shares of Common Stock commenced trading on the OTC Pink Market under the symbol “SAVEQ” on November 19, 2024. All of our existing Common Stock and other equity interests will be canceled without any distributions to the holders of our Common Stock and other equity interests on account thereof.

~~The~~•announcements, ~~market~~media ~~price~~reports, ofanalyst ~~our~~reports ~~common~~or ~~stock~~other onpublications regarding the ~~OTC~~chapter ~~Pink~~11 ~~Market may fluctuate substantially due to a variety of factors, many of which are beyond our control, including:~~restructuring;

•developments in the Chapter 11 Cases and approval of the Plan;

•announcements, media reports, analyst reports or other publications regarding the Chapter 11 restructuring;

•announcements concerning our competitors, the airline industry or the economy in general;

•strategic actions by us or our competitors, such as acquisitions or restructurings;

•increased price competition;

•media reports and publications about the safety of our aircraft or the aircraft type we operate;

•new regulatory pronouncements and changes in regulatory guidelines;

•changes in the price of aircraft fuel;

•announcements concerning the availability of the type of aircraft we use;

•general and industry-specific economic conditions, including the level of inflation;

•changes in financial estimates or recommendations by securities analysts or failure to meet analysts’ performance expectations;

•sales of our ~~common~~Common ~~stock~~Stock or other actions by investors with significant shareholdings;

•trading strategies related to changes in fuel or oil prices; and

•general market, political and economic conditions.

The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect the trading price of our ~~common~~Common ~~stock~~Stock. Any significant future declines in the price of our ~~common~~Common ~~stock~~Stock could have an adverse impact on investor ~~confidence and employee retention, which could have a material adverse effect on our business, results of operations and financial condition.~~

confidence and employee retention, which could have a material adverse effect on our business, results of operations and financial condition.

In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources and harm our business or results of operations.

We may be unable to purchase the Secured Notes or the Convertible Notes upon the occurrence of an applicable change of control or other event.

Upon the occurrence of a Parent Change of Control, as defined in the indenture governing the Secured Notes, the issuers of the Secured Notes would be required to offer to purchase such notes for cash at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. Additionally, holders of the Convertible Notes may require us to repurchase their notes following a fundamental change, as defined in the indenture governing the Convertible Notes, at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in shares of our common stock.

Applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Secured Notes or Convertible Notes or pay the cash amounts due upon conversion of the Convertible Notes. Moreover, the exercise by holders of the Secured Notes or Convertible Notes of the right to require the issuers to repurchase their respective notes, or the failure to repurchase such notes, could cause a default under our other debt, even if the event itself does not result in a default under such debt, due to the financial effect of such repurchase. In addition, we may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or the Secured Notes, or pay the cash amounts due upon conversion of the Convertible Notes. Therefore, we cannot assure you that sufficient funds will be available when necessary to make any required repurchases.

In addition, the indenture governing the Secured Notes sets forth certain Mandatory Prepayment Events, as defined in the indenture governing the Secured Notes. Upon the occurrence of any such Mandatory Prepayment Event, we would be required to prepay the Secured Notes pro rata to the extent of any net cash proceeds received in connection with such event, at a price equal to 100% of the principal amount to be redeemed plus an applicable premium and accrued and unpaid interest, if any, thereon to, but excluding, the prepayment date. Our failure to complete any such mandatory prepayment would result in a default under the indenture governing the Secured Notes. Such a default may, in turn, constitute a default under any other of our debt agreements that may then be outstanding.

Finally, the indenture governing the Secured Notes sets forth certain Mandatory Repurchase Offer Events, as defined in the indenture governing the Secured Notes. Upon the occurrence of any such Mandatory Repurchase Offer Event, we would be required to offer to repurchase the Secured Notes pro rata to the extent of any net cash proceeds received in connection with such event, at a price equal to 100% of the principal amount to be repurchased plus accrued and unpaid interest thereon to, but excluding, the repurchase date. Our failure to discharge this obligation would result in a default under the indenture governing the Secured Notes. Such a default may, in turn, constitute a default under other of our debt agreements that may then be outstanding.

The indenture governing the Secured Notes imposes certain restrictions which may adversely affect our business and liquidity.

The indenture governing the Secured Notes imposes certain restrictions on the issuers of the Secured Notes and certain guarantors. These restrictions limit their ability to, among other things: (i) make restricted payments, (ii) incur additional indebtedness, (iii) create certain liens on the collateral, (iv) sell or otherwise dispose of the collateral and (v) consolidate, merge, sell or otherwise dispose of all or substantially all of the issuers’ assets, among other restrictions. As a result of these restrictions, we may be limited in how we conduct our business, in our ability to compete effectively or in our ability to implement changes or take advantage of business opportunities—including by making strategic acquisitions, investments or alliances, restructuring our organization or financing capital needs—that would be in our interest. We may also be unable to raise additional indebtedness or equity financing to operate during general economic or business downturns.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.

The trading market for our ~~common~~Common ~~stock~~Stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our current anti-takeover provisions may delay or prevent a change of control, which could adversely affect the price of our ~~common~~Common ~~stock~~Stock.

Our current amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make it difficult to remove our Board and management and may discourage or delay “change of control” transactions, which could adversely affect the price of our ~~common~~Common ~~stock~~Stock. These provisions include, among others:

•~~our~~actions ~~Board~~to isbe ~~divided~~taken ~~into~~by ~~three~~our ~~classes,~~stockholders ~~with~~may ~~each~~only ~~class~~be ~~serving~~effected ~~for~~at aan ~~staggered~~annual ~~three-year~~or ~~term,~~special ~~which~~meeting ~~prevents~~of our stockholders ~~from~~and ~~electing~~not anby ~~entirely~~written ~~new Board at an annual meeting~~consent; and

•actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent;

•special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our Board; and

•advance notice procedures that stockholders must comply with in order to nominate candidates to our Board and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

On the Effective Date, we expect to file a new certificate of incorporation and adopt amended and restated bylaws, the governance provisions of which may vary from our existing governance practices.

Our corporate charter and bylaws include provisions limiting voting by non-U.S. citizens and specifying an exclusive forum for stockholder disputes.

ToOur ~~comply~~corporate ~~with~~charter ~~restrictions imposed by federal law on foreign ownership of U.S. airlines, our amended~~ and ~~restated~~bylaws ~~certificate~~include ofprovisions ~~incorporation~~limiting ~~and amended and restated bylaws restrict~~ voting ~~of shares of our common stock~~ by non-U.S. citizens. ~~The restrictions imposed by federal law currently require that no more than 25% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens,~~ and ~~that~~specifying ~~our~~an ~~president~~exclusive ~~and~~forum atfor ~~least~~stockholder ~~two-thirds of the members of our Board and senior management be U~~disputes.S. citizens. Our amended and restated bylaws provide that the failure of non-U.S. citizens to register their shares on a separate stock record, which we refer to as the “foreign stock record,” would result in a suspension of their voting rights in the event that the aggregate foreign ownership of the outstanding common stock exceeds the foreign ownership restrictions imposed by federal law.

~~Our~~To ~~amended~~comply ~~and~~with ~~restated~~restrictions ~~bylaws~~imposed ~~further~~by ~~provide~~federal ~~that~~law noon ~~shares~~foreign ownership of U.S. airlines, our ~~common~~amended ~~stock~~and ~~will~~restated becertificate ~~registered~~of onincorporation ~~the~~and ~~foreign~~amended ~~stock~~and ~~record~~restated ifbylaws ~~the~~restrict ~~amount~~voting soof ~~registered~~shares ~~would~~of ~~exceed~~our ~~the~~Common ~~foreign~~Stock ~~ownership~~by non-U.S. citizens. The restrictions imposed by federal law. Ifcurrently itrequire ~~is determined~~ that ~~the~~no ~~amount~~more ~~registered~~than in25% ~~the~~of ~~foreign~~our stock ~~record~~be ~~exceeds~~voted, ~~the~~directly ~~foreign~~or ~~ownership~~indirectly, ~~restrictions~~by ~~imposed~~persons bywho ~~federal~~are ~~law~~not U.S. citizens, ~~shares~~and ~~will~~that beour ~~removed~~president ~~from~~and at least two-thirds of the ~~foreign~~members ~~stock~~of ~~record~~our inBoard ~~reverse~~and ~~chronological~~senior ~~order~~management ~~based~~be onU.S. ~~the~~citizens. ~~date~~Our ofamended ~~registration~~and ~~therein,~~restated ~~until~~bylaws provide that the ~~number~~failure of non-U.S. citizens to register their shares ~~registered~~on ~~therein~~a ~~does~~separate ~~not~~stock ~~exceed~~record, which we refer to as the “foreign ~~ownership~~stock ~~restrictions~~record,” ~~imposed~~would byresult ~~federal~~in ~~law.~~a Assuspension of ~~December 31,~~their ~~2024,~~voting werights ~~believe~~in wethe ~~were~~event inthat ~~compliance~~the ~~with~~aggregate foreign ownership of the outstanding Common Stock exceeds the foreign ownership ~~rules~~restrictions imposed by federal law.

51Our amended and restated bylaws further provide that no shares of our Common Stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. If it is determined that the amount registered in the foreign stock record exceeds the foreign ownership restrictions imposed by federal law, shares will be removed from the foreign stock record in reverse chronological order based on the date of registration therein, until the number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law. As of December 31, 2025, we believe we were in compliance with the foreign ownership rules.

As of December 31, ~~2024~~2025, there are no shares of ~~non-voting~~nonvoting ~~common~~Common ~~stock~~Stock outstanding. ~~When~~Our ~~shares~~amended ofand ~~non-voting~~restated ~~common~~charter ~~stock~~prohibits ~~are outstanding,~~ the ~~holders~~issuance of ~~such~~nonvoting ~~stock~~equity ~~may convert such shares~~securities, onsubject ~~a share-for-share basis, in the order reflected on our foreign stock record as shares of common stock are sold or otherwise transferred by non-U.S. citizens~~ to ~~U.S.~~Bankruptcy ~~citizens.~~Code requirements.

Our amended and restated certificate of incorporation also specifies that the Court of Chancery of the State of Delaware shall be the exclusive forum for substantially all disputes between us and our stockholders. Because the applicability of the exclusive forum provision is limited to the extent permitted by applicable law, we do not intend for the exclusive forum provision to apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and acknowledge that federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act. We note that there is uncertainty as to whether a court would enforce the provision as it applies to the Securities Act and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This provision may have the effect of discouraging lawsuits against our directors and officers.

would enforce the provision as it applies to the Securities Act and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This provision may have the effect of discouraging lawsuits against our directors and officers.

We do not intend to pay cash dividends for the foreseeable future.

We have never declared or paid cash dividends on our ~~common~~Common ~~stock~~Stock. We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and fund share repurchases under programs approved by our Board. We do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, business prospects and such other factors as our Board deems relevant. The timing of any share repurchases under share repurchase programs will depend upon market conditions, our capital allocation strategy and other factors.

5251

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

The Company’s cybersecurity program is designed to provide resilience and secure the continuity of operations and protect the privacy of company, guest and team member data. The Company uses multiple layers of security controls and unique threat intelligence within the “Center for Internet Security v8 Cybersecurity Framework” across five core security functions: Identify risks and threats, Protect, Detect, Respond and Recover. In addition, the Company requires that its employees complete annual compliance training on cybersecurity and online habits.

The Company’s cybersecurity program is managed by a dedicated cybersecurity function reporting to the Chief Information Security Officer (“CISO”) who reports to the Chief Information Officer (“CIO”) and is responsible for the Company’s cybersecurity strategy, policies, standards, architecture and process. The CISO has over 20 years of executive experience in IT operations and security, primarily in the airline industry, and maintains several active certifications in Risk and Information Security including ~~CIPPUS,~~ CISSP-ISSMP, CISM, CRISC, and CISSP, as well as a U.S. government security clearance. The program includes periodic and ad hoc reporting on relevant developments, including monitoring, prevention, detection, mitigation and remediation of the current cybersecurity landscape as well as reporting on any cybersecurity incidents to the Company’s CEO and the Safety, Security and Operations Committee of the Board ~~of Directors~~, which has oversight of management’s cybersecurity function. The CISO also engages external government and commercial expertise to continuously evaluate, test and adapt the program. External vendors participate in in-depth security assessments based on the Company’s vendor management security policy.

Currently, the Company is not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company’s operations. InThe ~~addition, the~~ Company ~~successfully~~continues ~~completed~~to ~~the~~maintain ~~first~~compliance ~~annual~~with TSA cybersecurity ~~audit~~directives ~~conducted by TSA~~ under Joint EA 23-01 Cybersecurity-Performance-Based Measures for Airport and Aircraft Operators. However, the nature of potential cybersecurity risks and threats are uncertain, and any future incidents, outages or breaches could have a material adverse effect on the Company’s business strategy, results of operations or financial condition.

ITEM 2. PROPERTIES

Aircraft

As of December 31, ~~2024~~2025, we operated a fleet of ~~213~~131 aircraft as detailed in the following table:

Aircraft Type	Seats	Average Age (years)	Number of Aircraft~~(1)~~	Number Owned~~(1)~~	Number Leased (21)
A319	145	14.4	2	—	2
A320ceo	176	11.3	62	24	38
A320ceo	176	10.2	63	25	38
A320neo	176	3.1	19	—	19
A320neo	176	3.5	91	—	91
A321ceo	222	8.9	29	24	5
A321ceo	222	8.0	29	24	5
A321neo	229	1.3	21	—	21
A321neo	229	0.7	28	—	28
		8.0	131	48	83
		5.8	213	49	164

(1) Includes 2113 aircraft recorded as ~~assets~~failed ~~held~~sale ~~for~~leaseback ~~sale~~transactions. Refer to “Notes to Consolidated Financial Statements—114. ~~Summary~~Debt ofand ~~Significant~~Other ~~Accounting~~Obligations" ~~Policies~~and "Notes to Consolidated Financial Statements—15. Leases" for additional information.

~~(2)~~On ~~Includes~~October 10, 182025, ~~aircraft~~pursuant ~~recorded~~to asthe ~~failed~~global ~~sale~~restructuring ~~leaseback~~term ~~transactions.~~sheet ~~Refer~~with toAerCap, ~~“Notes~~we toassumed ~~Consolidated~~10 ~~Financial~~of ~~Statements—13.~~our ~~Debt~~current aircraft leases and ~~Other~~rejected ~~Obligations"~~27 of our current aircraft leases and will also enter into 30 new lease agreements for Airbus A320 or A321 aircraft. Refer to "Notes to Consolidated Financial Statements—14 3. ~~Leases~~2025 Chapter 11 Bankruptcy Proceedings," for ~~additional~~discussion ~~information~~of the aircraft future deliveries.

OnWe ~~December~~previously ~~20,~~had ~~2019,~~agreements wein ~~entered~~place ~~into~~for an36 ~~A320~~A320neos ~~NEO~~and ~~Family~~A321neos ~~Purchase~~to ~~Agreement~~be ~~with~~financed ~~Airbus~~through ~~for~~direct ~~the~~leases ~~purchase~~with ofa ~~100~~third-party ~~new~~lessor ~~Airbus~~with ~~A320neo~~deliveries ~~family~~scheduled ~~aircraft,~~in ~~with~~2027 ~~options~~and to2028. ~~purchase~~However, upon toOctober 10, 502025, ~~additional~~pursuant ~~aircraft.~~to ~~This~~the ~~agreement~~global ~~included~~restructuring aterm ~~mix~~sheet ofwith ~~Airbus A319neo~~AerCap, ~~A320neo~~these ~~and~~36 ~~A321neo~~direct ~~aircraft.~~leases Onwere ~~April 3~~canceled, ~~2024,~~and we ~~entered~~agreed ~~into~~to ~~the~~enter ~~Amendment~~into to30 ~~the~~new ~~Airbus~~post-petition ~~Purchase~~leases, ~~Agreement~~for ~~with~~which ~~Airbus.~~definitive ~~The~~agreements ~~Amendment~~had ~~(i)~~not ~~defers~~yet ~~all~~been ~~aircraft~~executed onas ~~order~~of ~~that~~December ~~are~~31, ~~scheduled~~2025. Refer to be"Notes ~~delivered~~to inConsolidated ~~the~~Financial ~~second~~Statements ~~quarter~~—3. of 2025 ~~through~~Chapter ~~the~~11 ~~end~~Bankruptcy ofProceedings" ~~2026~~for toadditional ~~2030~~information. ~~through~~As ~~the end~~ of ~~2031~~December 31, ~~and~~2025, ~~(ii)~~we ~~adjusts~~had ~~the~~not ~~delivery~~executed ~~periods~~any ofnew ~~option~~lease ~~aircraft~~agreements ~~from~~and ~~2027~~therefore, ~~through~~did ~~the~~not ~~end~~have ofany ~~2029~~aircraft torent ~~2029~~commitments ~~through~~for ~~the~~future ~~end~~aircraft ~~of 2031~~deliveries.

5352

OnDuring ~~July 30,~~the ~~2024~~third quarter of 2021, we entered into aan ~~direct~~Engine ~~lease~~Purchase ~~transaction~~Support ~~(the~~Agreement ~~“Direct~~which ~~Lease~~requires ~~Transaction”)~~us ~~with~~to ~~AerCap~~purchase ~~Holdings~~a ~~N.V.~~certain ~~(“AerCap”)~~number ~~for~~of 36spare ~~aircraft~~engines ~~scheduled~~in ~~for~~order ~~delivery~~to ~~between~~maintain ~~2027~~a ~~and~~contractual ~~2028~~ratio ~~(the~~of ~~“Leased~~spare ~~Aircraft”)~~engines ~~which~~to ~~were~~aircraft ~~originally~~in ~~part~~the ~~of our order book~~fleet. ~~Under~~As ~~the terms~~ of ~~the~~December 31, ~~transaction~~2025, ~~AerCap~~we ~~will~~were ~~assume~~committed ~~the delivery positions for the Leased Aircraft and related PDP obligations. AerCap has agreed~~ to ~~lease~~purchase ~~each~~10 ~~Leased~~PW1100G-JM ~~Aircraft~~spare toengines, uswith ~~upon~~deliveries ~~delivery~~through ~~by Airbus~~2028. ~~Each of the leases will have fixed rent payments.~~

As of ~~December 31,~~Emergence ~~2024~~Date, ~~our~~assets ~~firm~~held ~~aircraft~~for ~~orders~~sale ~~consisted~~within ofour 55consolidated ~~A320~~balance ~~family aircraft with Airbus~~sheets, ~~including~~included ~~A320neos~~21 ~~and~~aircraft ~~A321neos,~~planned ~~with~~for ~~deliveries~~future ~~expected~~sales. ~~through~~During ~~2031.~~the Asthird quarter of ~~December 31~~2025, ~~2024,~~ we ~~had~~reassessed ~~secured~~the ~~financing~~classification ~~for~~of ~~three~~the ~~aircraft,~~remaining ~~scheduled~~20 ~~for~~A320ceo ~~delivery~~and ~~from~~A321ceo ~~Airbus~~aircraft ~~through~~that ~~2025,~~were ~~which~~previously ~~will~~recorded beas ~~financed~~held ~~through~~for sale ~~leaseback~~as ~~transactions.~~the Inoriginal ~~addition,~~sales weagreement ~~had~~for 39these ~~direct~~aircraft ~~operating~~expired ~~leases~~during ~~for~~the ~~A320neo~~third ~~and~~quarter ~~A321neo~~of ~~aircraft~~2025, ~~with~~and ~~third-party~~as ~~lessors~~of December 31, ~~with~~2025, ~~deliveries~~we ~~expected~~retained ~~through~~the ~~2028.~~assets ~~During~~for ~~the~~ongoing ~~third~~use ~~quarter~~in ofour ~~2021,~~operations. weAs ~~entered~~the ~~into~~criteria anfor ~~Engine~~held ~~Purchase~~for ~~Support~~sale ~~Agreement~~classification ~~which~~under ~~requires~~ASC us360 toare ~~purchase~~no alonger ~~certain~~met, ~~number~~we ofhave ~~spare~~reclassified ~~engines~~the inaircraft ~~order~~ to ~~maintain~~property aand ~~contractual~~equipment ~~ratio~~on ofour ~~spare~~consolidated ~~engines~~balance tosheets ~~aircraft~~as inthey ~~the~~will ~~fleet.~~be Asheld ofand ~~December 31,~~used. ~~2024,~~Refer weto ~~were~~"Notes ~~committed~~ to ~~purchase~~Consolidated 16Financial ~~PW1100G-JM~~Statements ~~spare~~—19. ~~engines,~~Fair ~~with~~Value ~~deliveries~~Measurements" ~~through~~for ~~2031~~additional information.

OnAssignment ~~October 29, 2024, the Company entered into an aircraft sale and purchase agreement with GAT for the sale~~ of 23Lease A320ceo and A321ceo aircraft to GAT, of which 2 were sold in December 2024. Currently, these aircraft are not being utilized within the operation and are available for immediate sale. Refer to “Notes to Consolidated Financial Statements—1. Summary of Significant Accounting Policies” for additional information. Agreement

On December 15, 2025, the Bankruptcy Court entered an order authorizing and approving under Sections 105, 363 and 365 of the Bankruptcy Code Debtor Spirit Airlines to enter into and perform under an assumption and assignment agreement for airline use and lease agreement at Chicago O’Hare International Airport (“ORD”) of two gates to American Airlines, Inc. (the “AA Assignee”). The Assignee remitted to Spirit a one-time $30.0 million assignment fee which was recorded in special charges (credits) within the Company's consolidated statement of operations. Furthermore, the related cash inflow is included within operating activities in the Company's consolidated statements of cash flows. The Debtors used the proceeds to prepay a portion of the DIP Facility in accordance with the DIP Credit Agreement.

On February 25, 2026, the Bankruptcy Court entered an order authorizing and approving under Sections 105, 363, and 365 of the Bankruptcy Code Debtors Spirit Airlines to enter into and perform under an assumption and assignment agreement for airline use and lease agreement at Chicago O’Hare International Airport (“ORD”) of two gates to United Airlines, Inc. (the “UAL Assignee”). The UAL Assignee paid a $30.2 million assignment fee. The Debtors used the proceeds to prepay a portion of the DIP Facility in accordance with the DIP Credit Agreement.

Ground Facilities

We lease all of our facilities at each of the airports we serve, with the exception of our aircraft maintenance hangar in Detroit, which we own and operate on leased land. Our leases for terminal passenger service facilities, which include ticket counter and gate space, operations support areas and baggage service offices, generally have a term ranging from month-to-month to 36 years, and contain provisions for periodic adjustments of lease rates. We also are responsible for maintenance, insurance and other facility-related expenses and services. We also have entered into use agreements at the airports we serve that provide for the ~~non-exclusive~~nonexclusive use of runways, taxiways and other airfield facilities. Landing fees paid under these agreements are based on the number of landings and weight of the aircraft.

As of December 31, ~~2024~~2025, Ft. Lauderdale/Hollywood International Airport (FLL) remained our single largest airport served, with approximately 2427% of our capacity operating through FLL during ~~2024~~2025. We operate primarily out of Terminals 3 and 4 at FLL. We currently use up to 14 gates simultaneously at Terminal 3 and Terminal 4. We have preferential access to six of the Terminal 4 gates, preferential access to four of the Terminal 3 gates, common use access to the four airport controlled Terminal 4 gates, and common use access to the ~~one~~two airport controlled Terminal 3 ~~gate~~gates. Other airports through which we conduct significant operations include ~~Harry~~Orlando ~~Reid~~ International Airport (~~LAS~~MCO), ~~Orlando~~Harry Reid International Airport (~~MCO~~LAS), ~~Los~~Detroit ~~Angeles~~Metropolitan ~~International~~Wayne County Airport (~~LAX~~DTW) and ~~Detroit~~Newark ~~Metropolitan~~Liberty ~~Wayne~~International ~~County~~ Airport (~~DTW~~EWR).

Our largest maintenance facility is a hangar currently located at Detroit, Michigan. Our second largest maintenance facility is a hangar and warehouse currently located at Houston, Texas. As of December 31, ~~2024~~2025, we also ~~conduct~~conducted additional maintenance operations in leased facilities in Fort Lauderdale, Florida; Chicago, Illinois; ~~Atlantic City, New Jersey;~~ Dallas, Texas; Las Vegas, Nevada; Orlando, Florida; Atlanta, Georgia; ~~Philadelphia~~Baltimore, ~~Pennsylvania;~~Maryland ~~Baltimore~~and Los Angeles, ~~Maryland;~~California. ~~Tampa~~Effective January 2026, ~~Florida~~we closed our maintenance stations and warehouse operations in Chicago (ORD) and Baltimore (BWI) and effective February 2026, we vacated our leased facility in Los Angeles, ~~California~~(LAX).

Our principal executive offices and headquarters are located at 1731 Radiant Drive, Dania Beach, Florida 33004, consisting of approximately ~~180~~190,000 square feet. ~~During~~We ~~the~~own ~~fourth quarter of 2019, we purchased~~ an 8.5-acre parcel of land and ~~entered~~have ~~into~~ a 99-year lease agreement for the lease of a 2.6-acre parcel of land, in Dania Beach, Florida, where we have our new headquarters campus and a 200-unit residential building.

ITEM 3. LEGAL PROCEEDINGS

We are subject to commercial litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. We believe the ultimate outcome of pending lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on our financial position, liquidity, or results of operations. In making a determination regarding accruals, using available information, we evaluate the likelihood of an unfavorable outcome in legal or regulatory proceedings and assessments to which we are a party and record a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of our defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to our consolidated results of operations, liquidity or financial condition.

54Following an audit by the IRS related to the collection of federal excise taxes on optional passenger seat selection charges covering the second quarter of 2018 through the fourth quarter of 2020, on March 31, 2022, we were assessed $34.9 million. On July 19, 2022, the assessment was reduced to $27.5 million. We believe we have defenses available and have informed the IRS that we are challenging the assessment. We believe a loss in this matter is not probable, and we have not recognized a loss contingency.

~~resolution~~On February 24, 2026, the Company received a preliminary assessment from the Transportation Security Administration ("TSA") related to the recording, refunding, remitting, and reporting of ~~one~~TSA orsecurity ~~more~~fees for the period from October 1, 2020 through November 30, 2023. The preliminary assessment is $23.9 million and relates primarily to expired credit shells for which TSA asserts that security fees should have been remitted. The Company disputes TSA’s interpretation of the ~~legal~~applicable ~~matters~~regulations and believes the assessment is without merit. The Company currently has a pending orcase ~~threatened~~before ~~could~~the ~~result~~U.S. inCourt ~~losses~~of ~~material~~Appeals tofor ~~our~~the ~~consolidated~~Eleventh ~~results~~Circuit regarding this matter, which is scheduled for oral argument on April 7, 2026. Based on the information available, including the status of ~~operations~~the appeal and the Company’s evaluation of the underlying legal position, ~~liquidity~~management ordoes ~~financial~~not ~~condition~~believe that a loss in this matter is probable. Accordingly, no liability has been recorded as of the date of this filing. The Company will continue to monitor developments and adjust its assessment as new information becomes available.

In 2017, a purported class action lawsuit was filed against us in the Eastern District of New York ("EDNY"), styled Cox, et al. v. Spirit Airlines, Inc., alleging state-law claims of breach of contract, unjust enrichment and fraud relating to our practice of charging fees for ancillary products and services. In June 2023, we reached a tentative settlement in mediation for a maximum amount of $8.3 million. The EDNY issued a preliminary approval order on September 21, 2023, and the final approval hearing was held on December 11, 2023. The total amount paid depends on a number of factors, including participation of class members and any conditions on the settlement approved by the EDNY. As of December 31, 2023, our best estimate of the probable loss associated with the settlement was $6.0 million recorded in other operating expenses within our consolidated statements of operations. During the first and third quarters of 2024, the estimated probable loss recorded was reduced by $1.4 million and $0.3 million, respectively. As of December 31, 2024, our total obligation of $4.3 million related to this matter has been paid.

On February 27, 2023, ALPA filed a grievance against us claiming that we violated the collective bargaining agreement (“CBA”) by excluding its pilots from our retention award programs granted as part of the former merger agreement with Frontier Airlines (the "Former Frontier Merger Agreement") and the Merger Agreement with JetBlue. On September 8, 2023, we filed a motion to dismiss the grievance, as we do not believe that ALPA filed the grievance within the timeline set forth in the CBA. As of December 31, 2024, the grievance is postponed indefinitely. The potential outcome of this claim cannot be determined, and an estimate of the reasonably possible loss or range of loss cannot be made.

Following an audit by the IRS related to the collection of federal excise taxes on optional passenger seat selection charges covering the second quarter of 2018 through the fourth quarter of 2020, on March 31, 2022, we were assessed $34.9 million. On July 19, 2022, the assessment was reduced to $27.5 million. We believe we have defenses available and intend to challenge the assessment; therefore, we have not recognized a loss contingency.

Automatic Stay and Other Protections

Subject to certain exceptions under the Bankruptcy Code, pursuant to Section 362 of the Bankruptcy Code, the filing of our Chapter 11 ~~Case~~Cases automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of Spirit or its property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of our bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above and other protections afforded by the Bankruptcy Code, governmental authorities may determine to continue actions brought under their police and regulatory powers.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

5554

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

On November 19, 2024, our ~~common~~Common ~~stock~~Stock began trading on the OTC Pink Market under the symbol “SAVEQ”. Prior to November 19, 2024, our ~~common~~Common ~~stock~~Stock was listed and traded on the NYSE under the symbol “SAVE”. Refer to “Notes to Consolidated Financial Statements— 3. 2025 Chapter 11 Bankruptcy Proceedings" for additional information.

As ofOn ~~February~~September 1311, 2025, ~~there~~NYSE ~~were~~American ~~approximately~~filed ~~114~~a ~~holders~~Form of25 ~~record~~for the Company in connection with the delisting of ~~our~~Common ~~common~~Stock ~~stock~~from NYSE American. ~~Because~~The ~~many~~delisting became effective ten days after the Form 25 was filed. The deregistration of ~~our~~the ~~shares~~Common ~~are~~Stock ~~held~~under bySection ~~brokers~~12(b) ~~and~~of ~~other~~the ~~institutions~~Securities onExchange ~~behalf~~Act of ~~stockholders~~1934, weas ~~are~~amended, ~~unable~~became toeffective ~~estimate~~90 ~~the~~days ~~total~~after ~~number~~the filing of ~~stockholders~~the ~~represented~~Form by25. The Common Stock began trading on the ~~holders~~OTC Pink Limited Market on September 3, 2025, under the symbol “FLYYQ.” Refer to “Notes to Consolidated Financial Statements— 3. 2025 Chapter 11 Bankruptcy Proceedings" for additional information.

~~The~~As ~~information~~of ~~under~~February ~~the~~25, ~~caption~~2026, ~~“Equity~~there ~~Compensation~~were ~~Plan~~approximately ~~Information”~~99 inholders of record of our ~~2025~~Common ~~Proxy~~Stock. ~~Statement~~Because ismany ~~incorporated~~of ~~herein~~our shares are held by ~~reference.~~brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by the holders.

The information under the caption “Equity Compensation Plan Information” in our 2026 Proxy Statement is incorporated herein by reference.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our ~~common~~Common ~~stock~~Stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our Board and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our Board may deem relevant.

Our Repurchases of Equity Securities

~~The~~There ~~following~~were ~~table~~no ~~reflects our~~ repurchases of ~~our common stock during the fourth quarter of 2024. Repurchases of~~ equity securities ~~during~~in ~~the~~2025, ~~period~~which normally include repurchases made from employees who received restricted stock awards and performance share awards. All employee stock repurchases ~~were~~are made at the election of each employee pursuant to an offer to repurchase by us. In each case, the shares repurchased ~~constituted~~generally constitute the portion of vested shares necessary to satisfy tax withholding requirements.

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs
October 1-31, 2024	486	$	1.70	—	$	—
November 1-30, 2024	—	—		—	—
December 1-31, 2024	403	0.84		—	—
Total	889	$	1.31	—

During the first three quarters of 2024, we repurchased approximately 95 thousand shares for a total of $0.6 million. Repurchases of equity securities during this period include repurchases made from employees who received restricted stock awards or performance share awards.

Stock Performance Graph

The following graph compares the cumulative total stockholder return on our common stock with the cumulative total return on the NYSE ARCA Airline Index and the S&P 500 Index for the period beginning on December 31, 2019 and ending on December 31, 2024. The graph assumes an investment of $100 in our stock and the two indices, respectively, on December 31, 2019, and further assumes the reinvestment of all dividends. Stock price performance, presented for the period from December 31, 2019 to December 31, 2024, is not necessarily indicative of future results.

	12/31/2019		12/31/2020		12/31/2021		12/31/2022		12/31/2023		12/31/2024
Spirit	$	100.00	$	60.65	$	54.20	$	48.33	$	40.66	$	0.83
NYSE ARCA Airline Index	$	100.00	$	75.77	$	74.45	$	48.44	$	62.68	$	62.72
S&P 500 Index	$	100.00	$	118.39	$	152.34	$	124.73	$	157.48	$	196.85

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

5856

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this annual report. Our discussion and analysis of fiscal year ~~2024~~2025 compared to fiscal year ~~2023~~2024 is included herein. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting our financial condition at December 31, 2025 and results of operations for the Period from March 13, 2025 through December 31, 2025 (the "Successor Period"), the Period from January 1, 2025 through March 12, 2025 (the "Current Predecessor Period"), and the twelve months ended December 31, 2024. Unless expressly stated otherwise, for discussion and analysis of fiscal year ~~2022~~2023 items and fiscal year ~~2023~~2024 compared to fiscal year ~~2022~~2023, please refer to Item 7 of Part II, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024, which was filed with the United States Securities and Exchange Commission on ~~February~~March 93, ~~2024~~2025 and is incorporated herein by reference.

Although GAAP requires that we report on our results for the Successor Period from March 13, 2025 through December 31, 2025 and the Current Predecessor Period from January 1, 2025 through March 12, 2025 separately, management views our operating results for the twelve months ended December 31, 2025 by combining the results of the Successor and Current Predecessor Periods because management believes such presentation provides the most meaningful comparison of our results to prior periods. We are not able to compare the operating results for the period from January 1, 2025 through March 12, 2025 to any of the previous periods reported in the consolidated financial statements and do not believe reviewing this period in isolation would be useful in identifying any trends in or reaching any conclusions regarding our overall operating performance. We believe the key performance indicators such as operating revenues and expenses for the combined Current Predecessor and Successor Period ended December 31, 2025 with the twelve months ended December 31, 2024 provide more meaningful comparisons to other periods and are useful in understanding operational trends. Additionally, there were no changes in policies between the periods and any material impacts as a result of fresh start accounting were included within the discussion of these changes.

We evaluate our financial performance utilizing various accounting principles generally accepted in the United States of America (“GAAP”) and non-GAAP financial measures, including Adjusted CASM and Adjusted CASM ex-fuel. These non-GAAP financial measures are provided as supplemental information to the financial information presented in this annual report that is calculated and presented in accordance with GAAP and these non-GAAP financial measures are presented because management believes that they supplement or enhance management’s, analysts’ and investors’ overall understanding of our underlying financial performance and trends and facilitate comparisons among current, past and future periods.

Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in this annual report and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in the method of calculation and in the items being adjusted. We encourage investors to review our financial statements and other filings with the Securities and Exchange Commission in their entirety and not to rely on any single financial measure.

The information below provides an explanation of certain adjustments reflected in the non-GAAP financial measures and shows a reconciliation of non-GAAP financial measures reported in this annual report to the most directly comparable GAAP financial measures. Within the financial tables presented, certain columns and rows may not add due to the use of rounded numbers. Per unit amounts presented are calculated from the underlying amounts.

Operating expenses per available seat mile (“CASM”) is a common metric used in the airline industry to measure an airline’s cost structure and efficiency. We exclude loss (gain) on disposal of assets, special charges (credits), furlough-related expenses, litigation loss contingency adjustments recorded in the first and third quarters of 2024 and a litigation loss contingency recorded in the second quarter of 2023 to determine Adjusted CASM. We believe that also excluding aircraft fuel and related taxes ("Adjusted CASM ex-fuel") from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence and increases comparability with other airlines that also provide a similar metric.

We exclude loss (gain) on disposal of assets, special charges (credits), furlough, termination and retention-related expenses recorded in the third quarter of 2024 ~~Year~~and in ~~Review~~the first quarter of 2025 and litigation loss contingency adjustments recorded in the first and third quarters of 2024 to determine Adjusted CASM. We believe that also excluding aircraft fuel and related taxes ("Adjusted CASM ex-fuel") from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence and increases comparability with other airlines that also provide a similar metric.

~~JetBlue Merger~~57

OnPresentation ~~March 4, 2024, we announced that our merger agreement with JetBlue had been terminated by mutual agreement. This termination followed the United States District Court for the District~~ of ~~Massachusetts granting a permanent injunction against the merger on January 16, 2024.~~Results

AsThe ~~part~~accompanying statement of operations summary table presents the ~~termination,~~combined ~~JetBlue~~results ~~paid~~of usthe ~~$69.0~~Successor ~~million~~Period and Current Predecessor Period for the year ended December 31, 2025. ~~While~~Management believes this presentation is useful to facilitate a more meaningful comparison to the ~~merger~~year ~~agreement~~ended ~~was~~December 31, in2024, ~~effect~~which reflects a single reporting period, as our ~~stockholders~~results ~~received~~for ~~approximately~~2025 ~~$425~~are ~~million~~otherwise presented in ~~total~~two ~~prepayments~~separate periods due emergence and the application of fresh-start accounting.

Pratt & Whitney



	Successor		Predecessor		Non-GAAP Combined		Predecessor
	Period from March 13, 2025 through December 31, 2025		Period from January 1, 2025 through March 12, 2025		Twelve Months Ended December 31, 2025		Twelve Months Ended December 31, 2024		Dollar Change		Percent Change (1)
	(in thousands)		(in thousands)
Operating revenues:
Passenger	$	2,979,281	$	740,610	$	3,719,891	$	4,811,752	$	(1,091,861)	(22.7)	%
Other	62,112		14,744		76,856		101,669		(24,813)		(24.4)	%
Total operating revenues	3,041,393		755,354		3,796,747		4,913,421		(1,116,674)		(22.7)	%
Operating expenses:
Salaries, wages and benefits	1,132,622		308,585		1,441,207		1,689,083		(247,876)		(14.7)	%
Aircraft fuel	779,027		219,922		998,949		1,479,203		(480,254)		(32.5)	%
Aircraft rent	428,332		120,183		548,515		541,909		6,606		1.2	%
Landing fees and other rents	304,483		87,001		391,484		451,008		(59,524)		(13.2)	%
Depreciation and amortization	190,244		54,853		245,097		325,273		(80,176)		(24.6)	%
Maintenance, materials and repairs	159,599		47,498		207,097		217,738		(10,641)		(4.9)	%
Distribution	133,511		39,461		172,972		197,197		(24,225)		(12.3)	%
Special charges (credits)	(30,004)		—		(30,004)		36,029		(66,033)		NM
Loss (gain) on disposal of assets	(109,096)		11,655		(97,441)		273,871		(371,312)		NM
Other operating	534,186		153,395		687,581		807,488		(119,907)		(14.8)	%
Total operating expenses	3,522,904		1,042,553		4,565,457		6,018,799		(1,453,342)		(24.1)	%

Operating income (loss)	(481,511)		(287,199)		(768,710)		(1,105,378)		336,668		(30.5)	%

Other (income) expense:
Interest expense	160,847		47,682		208,529		219,094		(10,565)		(4.8)	%
Loss (gain) on extinguishment of debt	2,728		(87)		2,641		(14,937)		17,578		NM
Capitalized interest	(1,245)		(956)		(2,201)		(18,087)		15,886		(87.8)	%
Interest income	(23,396)		(8,873)		(32,269)		(48,324)		16,055		(33.2)	%

Other (income) expense	748		902		1,650		(65,694)		67,344		(102.5)	%
Special charges, non-operating	28,991		5,511		34,502		15,493		19,009		NM
Reorganization (gain) expense	2,190,726		(421,464)		1,769,262		96,780		1,672,482		NM
Total other (income) expense	2,359,399		(377,285)		1,982,114		184,325		1,797,789		975.3	%

Income (loss) before income taxes	(2,840,910)		90,086		(2,750,824)		(1,289,703)		(1,461,121)		113.3	%
Provision (benefit) for income taxes	(8,241)		17,870		9,629		(60,208)		69,837		(116.0)	%

Net income (loss)	$	(2,832,669)	$	72,216	$	(2,760,453)	$	(1,229,495)	$	(1,530,958)	124.5	%

On(1) ~~July 25,~~"NM" ~~2023,~~means ~~RTX~~not ~~Corporation,~~meaningful. ~~parent~~Indicates ~~company of Pratt & Whitney, announced~~ that ~~it had determined that a rare condition in~~ the ~~powdered metal used to manufacture certain engine parts will require accelerated inspection of the PW 1100G~~year-JMover-year ~~geared~~percentage ~~turbo~~change ~~fan~~is ~~(“GTF”)~~not ~~fleet,~~meaningful ~~which~~or ~~powers~~greater ~~our~~than ~~A320neo family of aircraft~~100%.

On March 26, 2024, we entered into an agreement (the “Agreement”) with International Aero Engines, LLC ("IAE"), an affiliate of Pratt & Whitney, pursuant to which IAE provided us with a monthly credit, subject to certain conditions, as compensation for each of our aircraft unavailable for operational service due to GTF engine issues from October 1, 2023 through the end of 2024. 58

2025 Year in Review

Overview

Spirit Aviation Holdings, Inc. ("Spirit") and its consolidated subsidiaries (together with Spirit, the "Company"), headquartered in Dania Beach, Florida, is a leading low-fare carrier committed to offering an enhanced travel experience with flexible, affordable options. Our network is supported by an all-Airbus S.A.S. ("Airbus") fleet. We serve destinations throughout the United States, Latin America and the Caribbean.

During the second quarter of 2025, we announced updates to our Free Spirit® Loyalty Program and onboard experience. These updates are part of our ongoing initiatives to provide more value and comfort, along with an enhanced Guest experience. Additionally, during the second quarter of 2025, we announced changes in the naming of our travel options: Spirit First (formerly Go Big), Premium Economy (formerly Go Comfy) and Value (formerly Go).

Updates to our Premium Economy (formerly Go Comfy) product included the following:

•introduction of more than 40 extra-legroom seats with 32-inch pitch across 7 rows (blocked middle seats will be phased out as aircraft are reconfigured with extra-legroom seating)

•carry-on bag included with Premium Economy bookings, as well as 25% discount on food and beverages, no change or cancel fees, and Priority Boarding

•bookings opened May 15, with availability on flights started July 9

Enhancements to our Free Spirit program included the following:

•redemptions of points across all three travel options (Spirit First, Premium Economy and Value)

•complimentary seat upgrades for Free Spirit Status and co-branded Mastercard cardholders

•upgrade benefit expanded to one additional Guest on the reservation

•two free checked bags for Free Spirit Credit Cardholders and a new Free Spirit Debit Card scheduled to launch later this year

These changes are designed to build Guest loyalty, improve brand perception and give travelers more opportunities to experience and enjoy our premium options.

2024 Chapter 11 Proceedings

Emergence from 2024 Bankruptcy

On November 18, 2024, Spirit Airlines commenced a voluntary case under chapter 11 of title 11 of the Bankruptcy Code in 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 "Prior Bankruptcy", "2024 Bankruptcy" or "2024 Chapter 11 Bankruptcy"). On February 20, 2025, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the First Amended Joint Chapter 11 Plan of Reorganization of Spirit Airlines, Inc. and Its Debtor Affiliates (the "Plan"). On March 12, 2025 (the "Emergence Date" or the "Effective Date"), we emerged from the 2024 Bankruptcy in accordance with the Plan. Since November 18, 2024, and through the Emergence Date, the Company Parties operated their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Refer to "Notes to Consolidated Financial Statements—4. Emergence from Voluntary Reorganization under the 2024 Chapter 11 Bankruptcy" for additional information.

Plan of Reorganization

On the Emergence Date, all conditions precedent to the effectiveness of the Plan were either satisfied or waived, and we emerged from the 2024 Bankruptcy. In accordance with the Plan and effective as of the Emergence Date:

•Cancellation of Senior Secured Notes and Convertible Notes. The then-outstanding Senior Secured Notes (Class 4 Claims) and Convertible Notes (Class 5 Claims) were canceled and terminated. Refer to "Notes to Consolidated Financial Statements—14. Debt and Other Obligations" for additional information.

~~The~~•Exit ~~credits~~Secured ~~are~~Notes. ~~accounted~~Certain ~~for~~subsidiaries ~~as vendor consideration in accordance with ASC 705-20 and are recognized as a reduction~~ of ~~the~~Spirit ~~purchase~~issued ~~price~~$840.0 million of ~~the~~senior ~~goods~~secured ornotes ~~services~~due ~~acquired~~2030 ~~from IAE during~~ (the ~~period,~~“Exit ~~which~~Secured ~~may include the purchase of maintenance~~Notes”), ~~spare~~at ~~engines~~an ~~and~~interest ~~short-term~~rate ~~rentals~~ of ~~spare~~(x) ~~engines, based on an allocation that corresponds to our progress towards earning the credits~~12.00% ~~Pratt~~per ~~& Whitney agreed to issue us $150.6 million in credits related to the AOG days through December 31~~annum, ~~2024,~~ of which ~~the entire amount was recognized in 2024~~8.00% Asper ofannum ~~December 31,~~shall ~~2024,~~be wepayable ~~recorded $122.2 million of credits as a reduction~~ in ~~the~~cash ~~cost basis of assets purchased from IAE within flight equipment~~ and ~~deferred heavy maintenance, net on our consolidated balance sheets~~4.00% ~~During~~per ~~the~~annum ~~twelve~~shall ~~months~~be ~~ended~~payable ~~December 31,~~in-kind ~~2024,~~or we(y) ~~recorded~~at ~~$28~~11.~~4 million~~00% ofper ~~these~~annum ~~credits~~payable onin ~~our consolidated statements of operations within maintenance~~cash, ~~materials~~to ~~and~~certain ~~repairs~~creditors ~~and~~in ~~aircraft rent. In addition, during~~ the ~~twelve~~Prior ~~months ended December 31, 2024, we recognized lower depreciation expense of $11~~Bankruptcy.~~4 million~~ ~~related~~Refer to ~~credits~~"Notes ~~recognized~~to asConsolidated aFinancial ~~reduction~~Statements—14. ofDebt ~~the cost basis of assets purchased from IAE in depreciation~~ and ~~amortization~~Other ~~within~~Obligations" ~~our~~for ~~consolidated~~additional ~~statements of operations~~information.

~~The~~•Exit ~~temporary~~Revolving ~~removal~~Credit Facility. Spirit and certain of ~~engines~~its ~~from~~subsidiaries ~~service~~entered isinto ~~expected~~Amended toand ~~continue~~Restated ~~through~~Credit atand ~~least~~Guaranty Agreement with the lenders of the revolving credit facility due in 2026. We(“Exit ~~are~~RCF” ~~currently~~or ~~discussing~~"Exit ~~arrangements~~Revolving ~~with~~Credit ~~Pratt~~Facility") &that ~~Whitney~~provides ~~for~~revolving ~~any~~credit loans and letters of ~~our~~credit ~~aircraft~~in ~~that~~an ~~remain~~aggregated ~~unavailable~~amount ~~for~~equal ~~operational~~to ~~service~~$275.0 million ~~after~~and ~~December~~an 31uncommitted incremental revolving credit facility up to $25.0 million. The commitment of $275.0 million will be reduced to $250.0 million on September 30, ~~2024~~2026. Concurrently, Spirit Airlines paid the then-outstanding Revolving Credit Facility of $300.0 million (Class 3 Claims) in full. Refer to "Notes to Consolidated Financial Statements—14. Debt and Other Obligations" for additional information.

~~Chapter~~•Termination 11of ~~Proceedings~~the Debtor-in-Possession Financing. Spirit's Parties' $300.0 million senior secured superpriority debtor-in-possession facility (the “DIP Facility”) that the Company Parties previously entered into was fully repaid and subsequently terminated. Refer to "Notes to Consolidated Financial Statements—14. Debt and Other Obligations" for additional information.

~~Voluntary~~•Common ~~Filing~~Stock ~~under~~and ~~Chapter~~Warrants. 11Spirit issued 16,067,305 shares of a single class of common stock (the “Common Stock”) and 24,255,256 warrants to purchase shares of Common Stock (the “Warrants”) to certain creditors in the Prior Bankruptcy, as further described in "Notes to Consolidated Financial Statements—12. Equity" and certain adjustments set forth in the Plan.

On•Cancellation ~~the Petition Date, we commenced the Chapter 11 Case under the Bankruptcy Code in the United States Bankruptcy Court for the Southern District~~ of ~~New~~Prior ~~York~~Equity ~~(the~~Securities. ~~“Bankruptcy~~All ~~Court”),~~Old ~~and,~~Common ~~on November 25~~Stock, ~~2024,~~unvested ~~our~~equity ~~subsidiaries (together with Spirit~~awards, ~~the~~any ~~“Company~~outstanding ~~Parties”)~~PSP ~~also~~loan ~~filed~~warrants ~~voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code~~ and ~~joined~~all ~~the~~other ~~Chapter~~equity 11interests ~~Case (collectively, the “Chapter 11 Cases”). Since the Petition Date, we have been operating our businesses as a debtor-~~in~~-possession~~ ~~under~~Spirit ~~the~~Airlines ~~jurisdiction~~that ofwere ~~the~~outstanding ~~Bankruptcy~~immediately ~~Court~~prior into ~~accordance with~~ the ~~applicable~~Emergence ~~provisions~~Date ofwere ~~the~~terminated ~~Bankruptcy Code~~ and ~~orders of the Bankruptcy Court~~canceled. ~~Spirit~~Refer ~~received~~to ~~approval~~"Notes ~~from the Bankruptcy Court for a variety of “first day” motions~~ to ~~continue~~Consolidated ~~their~~Financial ~~ordinary course operations during the Chapter 11 Case~~Statements—12. OnEquity" ~~February 20,~~for ~~2025,~~additional ~~the Bankruptcy Court entered the Confirmation Order confirming the Plan~~information.

~~Commencing~~•Settlement ~~the Chapter 11 Cases constituted an event~~ of ~~default~~Claims ~~that~~and ~~accelerated the Company Parties’ respective obligations under the Debt Instruments~~Fees. ~~The~~General ~~Debt~~Administrative ~~Instruments provide that~~Claims, asProfessional aFee ~~result of the Chapter 11 Cases~~Claims, ~~the principal~~ and ~~interest~~fees ~~due thereunder shall be immediately due and~~ payable. ~~Any efforts~~ to ~~enforce such payment obligations under~~ the ~~Debt~~U.S. ~~Instruments~~Trustee were ~~automatically~~or ~~stayed~~will asbe apaid ~~result of the Chapter 11 Cases, and the stakeholders’ rights of enforcement~~ in ~~respect of the Debt Instruments were subject to the applicable provisions of the Bankruptcy Code~~full.

~~Restructuring~~•Unimpaired ~~Support~~Claims. ~~Agreement~~Other Secured Claims (Class 1 Claims) and Other Priority Claims (Class 2 Claims) were paid or will be paid in full in the ordinary course, were reinstated, or otherwise rendered unimpaired. General Unsecured Claims (Class 6 Claims) were reinstated or otherwise rendered unimpaired.

On•Election ~~November~~of ~~18,~~Directors. ~~2024,~~ Spirit ~~and~~appointed ~~the~~new ~~Supporting~~members ~~Stakeholders~~to ~~entered~~its ~~into~~board ~~the~~of ~~Restructuring~~directors ~~Support Agreement with the Senior Secured Noteholders~~ and the ~~Convertible~~directors ~~Noteholders.~~of ~~The~~Spirit ~~Restructuring~~Airlines ~~Support~~stepped ~~Agreement contemplates agreed-upon terms for the Restructuring to be implemented through the Plan~~down.

~~Pursuant~~•Charter toand ~~the~~Bylaws. ~~Restructuring~~Pursuant ~~Support~~to ~~Agreement and~~ the Plan, ~~the~~Spirit ~~Supporting~~amended ~~Stakeholders agreed, subject to certain terms~~ and ~~conditions,~~restated toits ~~the~~certificate ~~equitization~~ of ~~$410.0 million~~incorporation of(the ~~outstanding~~“Charter”) ~~Senior Secured Notes~~ and ~~$385.0 million~~bylaws of(the ~~outstanding convertible notes~~“Bylaws”), aseach ~~well~~of aswhich abecame ~~backstopped~~effective ~~$350.0 million~~on ~~new money equity raise upon emergence from~~ the ~~Chapter~~Effective ~~11 Cases~~Date.

~~The~~•Holding ~~material~~Company ~~terms~~Reorganization. ofSpirit completed a corporate reorganization (the ~~Restructuring~~“Corporate ~~are~~Reorganization”) ~~set~~pursuant ~~forth~~to inwhich Spirit became the ~~term~~new ~~sheets~~parent ~~attached~~company, with Spirit Airlines becoming a wholly owned subsidiary of Spirit and converting from a Delaware corporation to a Delaware limited liability company. Spirit became the ~~Restructuring~~successor ~~Support~~issuer ~~Agreement,~~to ~~which~~Spirit ~~terms~~Airlines ~~include,~~for ~~among~~SEC ~~other~~reporting ~~things:~~purposes pursuant to Rule 15d-5 of the Exchange Act.

~~•Vendors~~The costs of efforts to restructure our capital, ~~aircraft~~prior ~~lessors~~to and ~~holders~~during ofthe ~~secured~~2024 ~~aircraft~~Bankruptcy, ~~indebtedness~~along ~~will~~with ~~continue~~all toother becosts ~~paid~~incurred in ~~the~~connection ~~ordinary~~with ~~course~~the ~~and~~Prior ~~will~~Bankruptcy, ~~not~~have bebeen ~~impaired~~material.

~~•The~~Reorganization Supporting Stakeholders committed to provide a $300.0 million new money senior secured super-priority DIP Facility (as defined below), as further described under “Debtor-in-Possession Financing.” The DIP Facility is expected to be repaid in full in cash on the effective date of the Plan (the “Effective Date”).Items

~~•On~~Any ~~the~~expenses ~~Effective~~and ~~Date,~~losses ~~the~~incurred ~~Company~~or (realized as ~~reorganized,~~of ~~“Reorganized~~or ~~Spirit”)~~subsequent ~~will~~to ~~issue~~November 18, a2024 ~~single~~through ~~class~~March of12, ~~common~~2025 ~~equity~~and ~~interests~~as ~~(the~~a ~~“New~~direct ~~Common~~result ~~Equity”)~~of ~~and~~the ~~warrants~~2024 toBankruptcy, ~~purchase~~are ~~New~~recorded ~~Common~~within ~~Equity~~reorganization (~~the “New Warrants”~~gain) toexpense ~~certain~~on of our ~~creditors~~consolidated asstatements ~~follows:~~of ~~(a) 76~~operations.0% ~~pro~~During ~~rata to~~ the ~~Senior~~Current ~~Secured~~Predecessor ~~Noteholders~~Period, ~~and~~we ~~(b)~~recorded 24$421.0%5 million ~~pro~~of ~~rata~~reorganization togain. ~~the~~Refer ~~Convertible~~to ~~Noteholders,~~"Notes ~~subject~~ to ~~dilution~~Consolidated onFinancial ~~account~~Statements—4. ofEmergence ~~the~~from ~~Management~~Voluntary ~~Incentive~~Reorganization ~~Plan~~under ~~(as~~the ~~defined~~2024 inChapter ~~the~~11 ~~Plan),~~Bankruptcy" ~~the~~for additional information.

~~$350.0 million~~Reorganization ~~Equity~~items ~~Rights~~incurred ~~Offering~~or ~~(as~~realized ~~defined~~on ~~below)~~or subsequent to August 29, 2025 through December 31, 2025 as ~~further~~a ~~described~~direct ~~under~~result ~~“Backstop~~of ~~Commitment~~the ~~Agreement~~2025 Bankruptcy,” ~~and~~are ~~certain~~recorded ~~adjustments~~within ~~set~~reorganization ~~forth~~(gain) inexpense on our consolidated statements of operations. During the ~~Plan~~Successor Period, we recorded $2,190.7 million of reorganization expense. Refer to "Notes to Consolidated Financial Statements—3. 2025 Chapter 11 Bankruptcy Proceedings" for additional information.

~~•On~~Special ~~the Effective Date~~Charges, Reorganized Spirit will issue $840.0 million of the senior secured notes due 2030 (the “Exit Secured Notes”), at an interest rate of (x) 12.00% per annum, of which 8.00% per annum shall be payable in cash and 4.00% per annum shall be payable inNon-kind or (y) at 11.00% per annum payable in cash, to certain of our creditors as follows: (a) $700.0 million in the aggregate, pro rata, to the Senior Secured Noteholders and (b) $140.0 million in the aggregate, pro rata, to the Convertible Noteholders, subject to certain adjustments set forth in the Plan.Operating

~~•All~~Expenses ofincurred ~~our~~prior ~~existing~~to ~~common~~November 18, ~~stock~~2024 ~~and~~or ~~other~~after ~~equity~~March ~~interests~~12, ~~will~~2025 bein ~~cancelled~~relation ~~without~~to ~~any~~the ~~distributions~~2024 Bankruptcy and expenses incurred prior to ~~the~~August 29, ~~holders~~2025 ofin ~~such~~relation ~~common~~to ~~stock~~the ~~and~~2025 ~~other~~Bankruptcy ~~equity~~are ~~interests~~recorded within special charges, non-operating on ~~account~~our ~~thereof~~consolidated statements of operations.

~~Backstop~~During ~~Commitment~~the ~~Agreement~~twelve months ended December 31, 2025, we recorded charges of $34.5 million ($29.0 million in the Successor Period and $5.5 million in the Current Predecessor Period). Charges incurred during the Successor periods primarily related to post-emergence restructuring-related expenses, including professional fees, other related costs and termination and retention expenses. Charges incurred during the Current Predecessor Period primarily consisted of professional and other fees. Refer to "Notes to Consolidated Financial Statements—6. Special Charges and Credits" for additional information.

OnFresh ~~November~~Start ~~18, 2024, Spirit entered into the Backstop Commitment Agreement, with the Backstop Commitment Parties. The terms of the Backstop Commitment Agreement are, in pertinent part, as follows:~~Accounting

~~•Pursuant~~In toconnection with the ~~Backstop~~emergence ~~Commitment~~from ~~Agreement~~the 2024 Bankruptcy and in accordance with ASC 852, ~~the~~we ~~Backstop~~qualified ~~Commitment~~for ~~Parties~~and ~~agreed~~adopted tofresh ~~backstop~~start accounting on the ~~Equity~~Emergence ~~Rights~~Date ~~Offering~~because ~~for~~(1) anthe ~~aggregate~~holders ~~purchase~~of ~~price~~the then existing common shares of ~~$350.0 million~~the atPredecessor ~~70.0~~received less than 50% of ~~Plan~~the ~~Equity~~Common ~~Value~~Stock shares of the Successor outstanding upon emergence and (as2) ~~defined~~the inreorganization value of the ~~Backstop~~Predecessor’s ~~Agreement)~~assets ~~(such~~immediately ~~New~~prior ~~Common~~to ~~Equity,~~confirmation of the ~~“Offering~~Plan ~~Shares”)~~of $8,720 asmillion ~~contemplated~~was byless than the ~~Restructuring~~total ~~Support~~of ~~Agreement~~all post-petition liabilities and allowed claims of $9,819 million.

~~•Subject~~In toaccordance ~~adjustments~~with ~~described~~ASC ~~below~~852, upon adoption of fresh start accounting, the ~~Backstop~~reorganization ~~Commitment~~value ~~Agreement~~derived ~~provides~~from ~~that~~the ~~$175.0 million~~enterprise ofvalue as disclosed in the ~~Offering~~Plan ~~Shares~~was ~~will~~allocated beto ~~raised~~our byassets ~~soliciting~~and ~~commitments~~liabilities ~~from~~based ~~certain~~on oftheir ~~our~~fair ~~creditors~~values asin ~~follows:~~accordance ~~(a)~~with ~~$137~~FASB ASC Topic No.~~81 million~~ ~~from~~805 ~~Senior~~- ~~Secured~~Business ~~Noteholders~~Combinations (~~the~~ASC ~~“Senior~~805) ~~Secured~~and ~~Notes~~FASB ~~Subscription~~ASC ~~Rights”)~~Topic ~~and~~No. 820 - Fair Value Measurements (bASC 820), ~~$37~~with limited exceptions (such as deferred taxes).~~19 million~~ ~~from~~The ~~Convertible~~amount ~~Noteholders~~of (deferred income taxes recorded due to the ~~“Convertible~~fair ~~Notes~~value ~~Subscription~~adjustments ~~Rights”)~~to assets and liabilities was determined in accordance with FASB ASC Topic No. 740 - Income Taxes.

~~•Subject~~With tothe ~~adjustments~~application ~~described~~of ~~below,~~fresh ~~the~~start ~~Backstop~~accounting, ~~Commitment~~we ~~Agreement~~allocated ~~provides~~our ~~that~~reorganization ~~$175.0 million~~value ofto ~~the~~individual ~~Offering~~assets ~~Shares~~based ~~will~~on betheir ~~reserved~~estimated ~~for~~fair ~~purchase~~value. byThe ~~the~~reorganization ~~Backstop~~value ~~Commitment~~represents ~~Parties~~the asfair ~~follows:~~value ~~$137.81 million~~of by the ~~Senior~~Successor’s ~~Secured~~total ~~Backstop~~assets ~~Commitment~~before ~~Parties~~considering ~~(as~~certain ~~defined~~liabilities inand ~~the~~is ~~Backstop~~intended ~~Commitment~~to ~~Agreement)~~approximate (the ~~“Senior~~amount ~~Secured~~a ~~Direct~~willing ~~Allocation”)~~buyer ~~and~~would ~~$37.19 million~~pay byfor the ~~Convertible~~Successor’s ~~Backstop~~assets ~~Commitment~~immediately ~~Parties~~after ~~(as~~restructuring. ~~defined~~The inPlan ~~the~~confirmed ~~Backstop~~by ~~Commitment Agreement) (~~the ~~“Convertible~~Bankruptcy ~~Direct~~Court ~~Allocation”,~~estimated ~~and~~a ~~together~~range ~~with~~of ~~the~~enterprise ~~Senior~~values ~~Secured~~between ~~Direct~~$6.1 ~~Allocation,~~billion ~~the~~and ~~“Direct Allocation”)~~$6.8 billion.

~~•Because~~The ~~Senior~~following ~~Secured~~table ~~Noteholders~~reconciles ~~holding, in~~ the ~~aggregate,~~enterprise atvalue ~~least~~to ~~90.0% of~~ the ~~aggregate~~reorganization ~~principal~~value ~~amount~~ of ~~the~~Successor’s ~~Senior~~assets ~~Secured~~that ~~Notes~~has ~~claims~~been ~~had~~allocated ~~executed~~to ~~the~~our ~~Restructuring~~individual ~~Support~~assets ~~Agreement~~as ~~by 11:59 p.m., New York City time, on November 25, 2024, the amount~~ of the ~~Senior~~Fresh ~~Secured~~Start ~~Notes~~Reporting ~~Subscription~~Date ~~Rights~~(in ~~increased to $248.06 million and the Senior Secured Direct Allocation was reduced to $27.56 million.~~millions):

•Because Convertible Noteholders holding, in the aggregate, at least 90.0% of the aggregate principal amount of the convertible notes claims had executed the Restructuring Support Agreement by 11:59 p.m., New York City time, on November 25, 2024, the amount of the Convertible Notes Subscription Rights increased to $66.94 million and the Convertible Direct Allocation was reduced to $7.44 million.


	Fresh Start Reporting Date
Enterprise Value	$	6,450
Plus: Excess cash and cash equivalents	508
Plus: Non-operating assets	447
Plus: Current and other liabilities (excluding debt)	1,315
Reorganization Value	$	8,720

~~•As~~To ~~consideration~~determine ~~for~~fair ~~the~~value ~~commitment~~adjustments byas of the ~~Backstop~~Effective ~~Commitment Parties~~Date, ~~and~~we ~~subject~~engaged tothird-party ~~approval~~valuation byexperts ~~the Bankruptcy Court: (i) a “Backstop Premium” will be paid~~ to ~~the~~conduct ~~Backstop Commitment Parties by us in~~ an ~~aggregate~~analysis ~~number~~ of ~~shares~~the ofconsolidated ~~New~~balance ~~Common~~sheets ~~Equity equal~~ to ~~10.0%~~determine of the ~~total~~fair ~~number~~values of ~~shares~~each ~~of New Common Equity issued by the us upon emergence from bankruptcy as distributions under the Plan~~balance. IfThe ~~the~~material ~~Backstop~~adjustments ~~Commitment~~were ~~Agreement~~made ~~is terminated under certain circumstances as set forth therein, the Backstop Commitment Agreement provides for a cash payment of $35.0 million~~ to ~~the~~property ~~Backstop~~plant ~~Commitment~~and ~~Parties. Since the Backstop Premium is fully earned as of November 18~~equipment, ~~2024,~~leased ~~the~~liabilities ~~date the Backstop Commitment Agreement was executed,~~ and isROU ~~a non-refundable~~assets, ~~non~~available-~~avoidable premium~~for-sale, weand ~~recorded~~debt. ~~the~~Refer ~~entire~~to ~~commitment~~"Notes asto ofConsolidated ~~December 31,~~Financial ~~2024~~Statements—5. ~~This~~Fresh ~~amount~~Start ~~was~~Accounting- ~~recorded~~2024 ~~within~~Bankruptcy" ~~reorganization~~for ~~expense~~additional ~~on our consolidated statement of operations and within other current liabilities on our consolidated balance sheets~~information.

The transactions contemplated by the Backstop Commitment Agreement are conditioned upon the satisfaction or waiver of customary conditions for transactions of this nature, including, among other things, (i) confirmation of the Plan by the Bankruptcy Court, (ii) the occurrence of the Effective Date and (iii) the Restructuring Support Agreement remaining in full force and effect.

Debtor-in-Possession Financing

Prior to the Petition Date, Spirit and certain lenders and note purchasers (collectively, the “DIP Lenders”) agreed to enter into an approximately $300 million senior secured super-priority debtor-in-possession facility (the “DIP Facility”) consisting of new money term loans and new money notes, which bears interest at a rate per annum equal to (a) term SOFR plus 7.00% per annum or (b) an alternate base rate plus 6.00% per annum.

~~The~~2025 ~~DIP~~Chapter ~~Facility~~11 ~~contains~~Proceedings various representations and warranties, affirmative and negative covenants and events of default customary for debtor-in-possession financings of this type, including covenants mandating compliance by us with a 13-week budget, variance testing and other reporting requirements.

~~Spirit’s~~Voluntary ~~obligations~~Filing under the ~~proposed~~2025 ~~DIP~~Chapter ~~Facility~~11 are guaranteed by each subsidiary of Spirit. In addition, the claims of the DIP Lenders are (i) entitled to super-priority administrative expense claim status, subject to certain customary exclusions in the credit documentation and (ii) secured by perfected senior security interests and liens on certain of our property, subject to certain exclusions, exceptions and carve-outs.Bankruptcy

~~The~~On ~~proceeds~~August 29, of2025 ~~all~~(the or“Petition aDate”), ~~portion~~Spirit ofAviation ~~the~~Holdings, ~~DIP~~Inc. ~~Facility~~(“Spirit”), ~~may~~as bewell ~~used~~as ~~for~~Spirit Airlines, ~~among~~LLC ~~other~~(formerly ~~things~~known as Spirit Airlines, Inc.) (i“Spirit Airlines”), ~~prepetition~~Spirit ~~obligations~~IP Cayman Ltd. (“Brand IP Issuer”), Spirit Loyalty (iitogether with Brand IP Issuer, the “Co-Issuers”), ~~adequate~~Spirit ~~protection~~Finance ~~payments~~Cayman 1 Ltd., Spirit Finance Cayman 2 Ltd. (~~iii)~~collectively, the ~~fees,~~“Debtors”) ~~costs~~each a direct or indirect subsidiary of Spirit, ~~and~~each ~~expenses~~filed voluntary petitions under Chapter 11 of ~~administering~~the Bankruptcy Code in the Bankruptcy Court (the “Chapter 11 Cases” ~~and~~or ~~(iv~~"2025 Bankruptcy" or "2025 Chapter 11 Bankruptcy Proceedings"). ~~working~~Each ~~capital~~of ~~and~~the Debtors in the Chapter 11 Cases (other ~~general~~than ~~corporate~~Spirit) ~~needs~~had previously filed voluntary petitions for relief under Chapter 11 of ~~Spirit~~the inBankruptcy Code on November 18, 2024. The Debtors emerged from the ~~ordinary~~Prior ~~course~~Bankruptcy under the First Amended Joint Plan of ~~business~~Reorganization which was confirmed pursuant to an order of the Bankruptcy Court on February 20, 2025 and which became effective on March 12, 2025. Refer to "Notes to Consolidated Financial Statements— 4. Emergence from Voluntary Reorganization under the 2024 Chapter 11 Bankruptcy", for additional information related to the prior 2024 bankruptcy ("2024 Bankruptcy").

~~On December 23, 2024, in connection with the Chapter 11 Cases, we entered into a Superpriority Secured~~ Debtor -In -Possession Term Loan Credit and Note Purchase Agreement, (the “DIP Credit Agreement”), with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Agent”), and the creditors from time to time party thereto (collectively, the “DIP Creditors”). Refer to “Notes to Consolidated Financial Statements— 13. Debt and Other Obligations” for additional information.

~~Equity~~We ~~Rights~~are ~~Offering~~currently operating as a debtor-in-possession in accordance with the applicable provisions of the Bankruptcy Code. The Bankruptcy Court has approved motions we filed that were designed primarily to mitigate the impact of the Chapter 11 Cases on our operations, customers and employees. In general, as debtors-in-possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day motions filed with the Bankruptcy Court, we received approval from the Bankruptcy Court for a variety of “first day” motions to continue our ordinary course operations during the Chapter 11 Cases.

OnAutomatic December 30, 2024, we launched an equity rights offering (the “Equity Rights Offering”) of equity securities of the reorganized Company in an aggregate amount of $350.0 million at a purchase price of $14.00 per share. The final expiration date for the Equity Rights Offering occurred on February 20, 2025. We expect to close the Equity Rights Offering on the Effective Date. Pursuant to the terms of the Backstop Commitment Agreement, the Backstop Commitment Parties would receive a backstop premium in the amount of $35 million (payable in shares of reorganized Spirit common stock valued at $14.00 per share).Stay

~~Exit~~Subject ~~Revolving~~to ~~Credit~~certain ~~Facility~~exceptions under the Bankruptcy Code, pursuant to Section 362 of the Bankruptcy Code, the filing of Spirit’s Chapter 11 Cases automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of Spirit or our property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of Spirit’s bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above and other protections afforded by the Bankruptcy Code, governmental authorities may determine to continue actions brought under their police and regulatory powers.

WeExecutory secured a commitment from certain of our pre-petition debtholders (collectively, the “Exit RCF Lenders”) pursuant to that certain Commitment Letter, dated as of January 14, 2025 (the “Exit RCF Commitment Letter”), to provide up to $300.0 million in financing in the form of a senior secured revolving credit facility (the “Exit Revolving Credit Facility”). We will enter into the Exit Revolving Credit Facility concurrently with emergence from the Chapter 11 Cases. The Exit Revolving Credit Facility is comprised of (i) commitments by the Exit RCF Lenders to provide revolving credit loans and letters of credit in an aggregate amount equal to $275.0 million (the “Exit RCF Commitments”) and (ii) an uncommitted incremental revolving credit facility in an aggregate amount up to $25.0 million. Our uses of the proceeds of the Exit Revolving Credit Facility shall include, among other items, working capital and other general corporate needs of the Company and our subsidiaries.Contracts

~~Our~~Subject ~~obligations~~to certain exceptions, under the ~~Exit~~Bankruptcy ~~Revolving~~Code, ~~Credit~~we ~~Facility~~may ~~will~~assume, beamend ~~guaranteed~~or byreject ~~each~~certain ~~subsidiary~~executory ofcontracts and unexpired leases subject to the ~~Company~~approval (of the ~~“Guarantors”).~~Bankruptcy InCourt ~~addition~~and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves us from performing their future obligations under such executory contract or unexpired lease but entitles the ~~Exit~~contract ~~Revolving~~counterparty ~~Credit~~or ~~Facility~~lessor ~~will~~to bea ~~secured~~prepetition general unsecured claim for damages caused by ~~perfected~~such ~~senior~~deemed ~~security~~breach. ~~interests~~Generally, the assumption of an executory contract or unexpired lease requires us to cure existing monetary defaults under such executory contract or unexpired lease and ~~liens~~provide onadequate ~~certain~~assurance ~~property~~of future performance. Accordingly, any description of ~~the~~an ~~Company~~executory ~~and~~contract ~~the~~or ~~Guarantors~~unexpired lease with us in this document, ~~subject~~including towhere ~~certain~~applicable ~~exclusions~~a quantification of our obligations under any such executory contract or unexpired lease, ~~exceptions~~is ~~and~~qualified ~~carve-outs~~by any overriding rejection rights we have under the Bankruptcy Code.

~~Subject~~On toSeptember 5, ~~certain~~2025, ~~exceptions~~we ~~and~~filed ~~conditions,~~a wemotion ~~will~~under beSection ~~obligated~~1110 of the Bankruptcy Code ("Section 1110") to ~~prepay~~preserve orour ~~offer~~right to ~~prepay~~retain and operate certain aircraft, asaircraft ~~the~~engines ~~case~~and ~~may~~other ~~be,~~equipment ~~all~~(collectively or"Aircraft aEquipment") ~~portion~~that ofare ~~the~~leased ~~obligations~~or ~~under~~subject ~~the~~to ~~Exit~~a ~~Revolving~~security ~~Credit~~interest ~~Facility~~or ~~with~~conditional ~~the~~sale ~~net~~contract ~~cash~~that ~~proceeds~~is ofspecifically ~~certain~~governed ~~asset~~by ~~sales,~~Section ~~with~~1110. ~~cash~~In ~~from~~this ~~our~~motion, ~~balance~~we ~~sheet~~sought inan order authorizing us to ~~remain~~enter ininto ~~compliance~~Section ~~with~~1110 aagreements ~~collateral~~either ~~coverage~~to ~~ratio~~perform ~~and~~all ~~concentration~~of ~~limits,~~the inobligations ~~connection~~under ~~with~~the aleases, ~~change~~security ofagreements ~~control~~or ~~and~~conditional insale ~~connection~~contracts ~~with~~and ~~certain~~cure ~~mergers~~all ~~with~~defaults thereunder (other ~~airlines.~~than ~~The~~defaults ~~Exit~~constituting ~~Revolving~~a ~~Credit~~breach ~~Facility~~of ~~will~~provisions ~~bear~~relating ~~interest~~to atthe afiling ~~variable~~of ~~rate~~the ~~equal~~Chapter to11 Cases, our ~~choice~~insolvency ofor other financial condition) or to extend the Section 1110(a)(1) ~~adjusted~~deadline ~~term~~and ~~SOFR~~enter ~~plus~~into ~~3.25%~~1110(b) ~~per~~stipulations ~~annum~~with orthe Aircraft Equipment counterparties (bthe "Aircraft Equipment Counterparties") ~~alternate~~to, ~~base~~among ~~rate~~other ~~plus~~things, ~~2.25%~~extend ~~per~~60-day ~~annum~~period set forth in section 1110(a) ("60-day period"). On

Senior Secured Notes

On November 19, 2024, Spirit began soliciting consents (the “Consent Solicitation”) with respect to the Senior Secured Notes to seek consents to remove certain bankruptcy remote provisions from the agreements governing the Senior Secured Notes. The Consent Solicitation expired at 5:00 p.m., New York City time, on November 25, 2024, and as of the expiration date, Spirit had received valid consents from holders of 94.56% of the outstanding aggregate principal amount of the Senior

~~Secured~~October 7, ~~Notes~~2025, ~~which~~the ~~was~~Bankruptcy ~~sufficient~~Court toentered ~~approve~~an ~~the~~order ~~proposed~~approving ~~amendments~~the motion. AsOn aDecember 10, ~~result~~2025, ~~of receiving~~ the ~~requisite~~Bankruptcy ~~consents~~Court toextended the ~~proposed~~time ~~amendments,~~period onfor ~~November~~us ~~25,~~to ~~2024,~~assume ~~Spirit~~or ~~entered~~reject ~~into~~unexpired ~~amendments~~leases to ~~the~~March 30, ~~agreements governing the Senior Secured Notes~~2026.

~~Automatic~~After ~~Stay~~the 60-day period approval on October 27, 2025, with the majority approved on November 7, 2025, the Debtors have filed with the Bankruptcy Court multiple stipulation orders seeking approval under Section 1110(b) to extend the 60-day period set forth in Section 1110(a) of the Bankruptcy Code with respect to certain equipment and ~~Other~~aircraft ~~Protections~~agreements.

~~Subject~~On toOctober 21, ~~certain~~2025, ~~exceptions under~~ the Bankruptcy ~~Code,~~Court ~~pursuant~~entered toan ~~Section~~order ~~362~~granting of the ~~Bankruptcy~~Debtors’ ~~Code,~~First ~~the~~Omnibus ~~filing~~Motion ofto ~~Spirit’s~~reject ~~Chapter~~certain 11equipment ~~Case~~leases ~~automatically~~pursuant ~~stayed~~to ~~the~~Section ~~continuation~~365 of ~~most legal proceedings or~~ the ~~filing~~Bankruptcy ~~of other actions against or on behalf of Spirit or our property to recover on~~Code, ~~collect~~authorizing ~~or secure a claim arising prior to~~ the ~~Petition~~rejection ~~Date or to exercise control over property~~ of ~~Spirit’s~~these ~~bankruptcy~~leases. ~~estate~~On November 20, ~~unless~~2025 and ~~until~~December 23, 2025, the Bankruptcy Court ~~modifies~~approved ~~or lifts~~ the ~~automatic~~Debtors’ ~~stay~~Second asOmnibus toMotion ~~any~~and ~~such claim. Notwithstanding~~ the ~~general~~Debtors’ ~~application~~Third ofOmnibus ~~the~~Motion, ~~automatic stay described above and other protections afforded by the Bankruptcy Code~~respectively, ~~governmental authorities may determine~~ to ~~continue~~reject ~~actions~~additional ~~brought~~equipment ~~under~~lease ~~their~~agreements. ~~police~~Pursuant ~~and~~to ~~regulatory~~these ~~powers.~~orders, Onas ~~February~~of 20December 31, 2025, we had rejected the ~~Bankruptcy~~lease ~~Court~~agreements ~~entered~~related ~~the~~to ~~Confirmation~~83 ~~Order~~aircraft ~~confirming~~and ~~the~~3 ~~Plan~~engines.

~~NYSE~~In ~~Delisting~~addition, on October 27, 2025, we notified the Aircraft Counterparties of the amounts required to bring certain related agreements current following the 60-day period and began making payments associated with certain executory contracts. In addition, we made adequate protection payments under the Revolving Credit Facility for continued use of the collateralized assets.

OnFollowing ~~November 18, 2024, we received~~ the ~~Delisting~~October ~~Notice~~27, ~~from~~2025 ~~the~~60-day ~~New~~period ~~York Stock Exchange (the “NYSE”) notifying us that~~approval, ~~as a result of the Chapter 11 Case and in accordance~~ with ~~NYSE Listed Company Manual Section 802.01D,~~ the ~~NYSE~~majority ~~had~~approved ~~determined that our shares of common stock would be delisted from the NYSE and that trading of our shares of common stock~~ on ~~NYSE was suspended immediately. As a result of the suspension and expected delisting, our shares of common stock commenced trading on the OTC Pink Market under the symbol “SAVEQ” on~~ November ~~19,~~ ~~2024. On December 5~~7, ~~2024~~2025, ~~NYSE~~we have filed ~~a Form 25 for us in connection~~ with the ~~delisting~~Bankruptcy ofCourt ~~our~~multiple ~~shares~~stipulation oforders ~~common~~seeking ~~stock~~approval ~~from~~under ~~NYSE.~~Section ~~The~~1110(b) ~~delisting~~to ~~will~~extend ~~become effective ten days after~~ the ~~Form 25 was filed. In accordance with Rule 12d2~~60-2day ofperiod ~~the~~set ~~Exchange~~forth ~~Act,~~in ~~the deregistration of our shares of common stock under~~ Section 121110(ba) of the ~~Exchange~~Bankruptcy ~~Act~~Code ~~will~~with ~~become~~respect ~~effective~~to 90certain ~~days~~equipment ~~after~~and ~~the~~aircraft ~~date of the Form 25 filing~~agreements.

~~Summary~~On December 5, 2025, the Bankruptcy Court approved a restructuring support agreement with Carlyle Aviation Management Limited, a lessor, to assume five amended leases as of ~~Results~~the assumed effective date pursuant to Section 365 of the Bankruptcy Code.

~~During~~On ~~2024~~December 23, we2025, ~~generated~~the aBankruptcy ~~pre-tax~~Court ~~loss~~entered ofan ~~$1,289.7~~order ~~million~~authorizing ~~and~~us ato ~~net~~enter ~~loss~~into ofa ~~$1,229.5~~restructuring ~~million,~~agreement ~~$11.23~~with ~~per~~the ~~share,~~IAE ~~compared~~Parties to(affiliates ~~a pre-tax loss~~ of ~~$558.6~~Pratt ~~million~~& ~~and~~Whitney) ato ~~net~~settle ~~loss~~disputes ofover ~~$447.5~~certain ~~million~~engines, ~~$4.10~~provide ~~per~~financial ~~share,~~support in ~~2023.~~the ~~The~~form ~~increase~~of inup ~~pre-tax~~to ~~loss~~$140.0 million ~~was primarily driven by higher operating expenses, including loss~~ in ~~disposal of assets~~credits, ~~aircraft~~ensure ~~rent~~ongoing ~~expense~~maintenance ~~and~~support ~~salaries, wages~~ and ~~benefits~~access ~~expenses, compared~~ to ~~the~~engines ~~prior~~at ~~year~~competitive ~~period.~~rates ~~These~~and ~~increases~~resolve inoutstanding ~~operating~~invoices ~~expenses~~through ~~were partially offset by~~ a ~~decrease~~mix inof ~~aircraft~~credits ~~fuel~~and ~~expense~~cash ~~driven~~payments. byThe aorder ~~13.0%~~also ~~decrease~~authorized inus ~~fuel~~to ~~price~~enter ~~per~~into ~~gallon,~~short ~~period~~term ~~over~~engine ~~period.~~leases Infor ~~addition,~~up ~~the~~to ~~increase~~100 ~~in pre~~PW1100G-~~tax~~JM ~~loss~~engines ~~was~~removed ~~driven~~from byaircraft ~~higher~~subject ~~non-operating~~to ~~expenses,~~previously ~~including~~rejected ~~reorganization~~leases. ~~expenses and interest expense~~Subsequently, ~~year~~on ~~over year~~February 4, ~~partially offset by an increase in other (income) expense. In addition~~2026, the ~~increased~~parties ~~net~~entered ~~loss~~into ~~reflects~~ a ~~decrease~~definitive ~~in operating revenues due to a 3~~agreement.5% ~~decrease in our traffic and a 4.8% decrease in our capacity, as compared to 2023.~~

~~For~~Potential ~~the~~Claims year ended December 31, 2024, we had a negative operating margin of 22.5% on $4,913.4 million in operating revenues. TRASM in 2024 was 9.27 cents, a decrease of 3.7% compared to the prior year. Total revenue per passenger flight segment decreased 8.5%, year over year, from $121.58 to $111.21.

~~Our~~We ~~operating~~have ~~cost~~filed ~~structure~~with isthe aBankruptcy ~~primary~~Court ~~area~~schedules ofand ~~focus~~statements ~~and~~setting isforth, atamong ~~the~~other ~~core~~things, our assets and liabilities and that of our ~~low-cost~~subsidiaries, ~~business~~subject ~~model~~to the assumptions to be filed in connection therewith. ~~Our~~The ~~unit~~schedules ~~operating~~and ~~costs~~statements ~~continue~~may be subject to befurther ~~among~~amendment ~~the~~or ~~lowest~~modification ofafter ~~any~~filing. ~~airline~~As inpart of the ~~United~~Chapter ~~States.~~11 ~~During 2024~~Cases, ~~our~~persons ~~Adjusted~~and ~~CASM~~entities ~~ex-fuel~~believing ~~was~~that ~~7.97~~they ~~cents~~have asclaims ~~compared~~or tocauses ~~7.06~~of ~~cents~~action ~~for~~against ~~2023.~~us ~~The~~may ~~increase~~file onproofs aof ~~per~~claim evidencing such claims. Certain holders of pre-~~ASM~~petition ~~basis~~claims ~~was~~that ~~primarily~~are ~~due~~not togovernmental ~~increases~~units inwere ~~salaries,~~required ~~wages~~to ~~and~~file ~~benefits~~proofs ~~expense,~~of ~~aircraft~~claim ~~rent~~by ~~expense,~~the ~~other~~deadline ~~operating~~for ~~expense~~general ~~and~~claims, ~~landing~~which ~~fees~~was ~~and~~on ~~other~~January 27, ~~rent~~2026 ~~expense.~~(the “Bar Date”).

These claims will be reconciled to amounts recorded in our accounting records. Differences in amounts recorded and claims filed by creditors will be investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate.

In addition, as a result of this process, we may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise in the consolidated balance sheets. In light of the substantial number of claims that may be filed, the claims resolution process may take considerable time to complete and may continue for the duration of our bankruptcy cases.

NYSE American Listing Status

On November 18, 2024, we received written notice from the NYSE notifying us that, as a result of the 2024 Bankruptcy and in accordance with NYSE Listed Company Manual Section 802.01D, the NYSE had determined that Spirit Airlines' shares of common stock, par value $0.0001 per share (the "Old Common Stock"), would be delisted from the NYSE and that trading of the shares of Old Common Stock on NYSE was immediately suspended. As a result of the suspension and expected delisting, the shares of Old Common Stock commenced trading on the OTC Pink Market under the symbol

~~During~~"SAVEQ" ~~2024, we added one new destination: Birmingham, Alabama. During 2024, we grew our fleet of Airbus single-aisle aircraft from 205 to 213 aircraft (including 21 aircraft recorded as assets held for sale~~ on ~~our consolidated balance sheets as of December~~November 3119, 2024) ~~as we took delivery of 8 aircraft under sale leaseback transactions~~ and 19continued ~~aircraft under direct operating leases. During 2024, we also sold 17 A319 aircraft, 1 A320 aircraft and 1 A321 aircraft. We also took delivery of 3 new engines~~ through ~~cash~~the ~~purchases~~Emergence ~~and purchased 1 spare engine off lease~~Date. AsUpon ~~of December 31~~emergence, ~~2024,~~all ~~our~~equity ~~213~~securities ~~Airbus A320-family aircraft fleet (including 21 aircraft recorded as assets held for sale on our consolidated balance sheets as~~ of ~~December 31,~~Spirit ~~2024)~~Airlines ~~was~~outstanding ~~comprised~~prior ~~of 2 A319ceos, 63 A320ceos, 91 A320neos, 29 A321ceos and 28 A321neos. Refer~~ to ~~“Notes to Consolidated Financial Statements—1. Summary of Significant Accounting Policies" for additional information on~~ the ~~aircraft~~Effective ~~recorded as assets held for sale. As of December 31~~Date, ~~2024,~~including weOld ~~owned~~Common ~~49 aircraft~~Stock, ~~of which 22 aircraft~~ were ~~financed~~canceled, ~~through~~released ~~fixed-rate long-term debt~~ and ~~27 aircraft were financed through enhanced equipment trust certificates ("EETCs"). As of December 31~~extinguished, ~~2024,~~and ~~we had 164 leased aircraft,~~ of ~~which~~no ~~146~~further ~~aircraft~~force ~~were~~or ~~financed~~effect ~~under operating leases~~ and 18without ~~aircraft~~any ~~would~~need ~~have been deemed finance leases resulting in failed sale leaseback transactions. As of December 31, 2024, our aircraft orders from Airbus consisted of 55 A320 family aircraft scheduled~~ for ~~delivery~~a ~~through~~holder ~~2031. In addition, as~~ of ~~December 31,~~Old ~~2024,~~Common weStock ~~had secured financing for 39 aircraft~~ to betake ~~leased~~further ~~directly~~action ~~from~~with ~~third-party~~respect ~~lessors, scheduled for delivery through 2028~~thereto.

Following emergence, and consistent with our contractual obligations, we applied to list our issued shares of Common Stock on the NYSE American stock exchange. Refer to "Notes to Consolidated Financial Statements—12. Equity" for additional information. Trading of our shares of Common Stock began on April 29, 2025, under the symbol "FLYY."

Subsequently, on September 2, 2025, we received a notice from the staff of NYSE Regulation (“NYSE Regulation”) that it had commenced proceedings to delist our Common Stock, par value $0.0001, from NYSE American LLC (“NYSE American”) and that trading in the Common Stock was immediately suspended on September 2, 2025. NYSE Regulation decided that we are no longer suitable for listing pursuant to Section 1003(c)(iii) of the NYSE American Company Guide after we disclosed in our August 29, 2025 Current Report on Form 8-K that we and our Debtor affiliates filed voluntary petitions for reorganization under chapter 11 of title 11 of the Bankruptcy Code in the Bankruptcy Court on August 29, 2025.

NYSE American submitted an application to the U.S. Securities and Exchange Commission to delist the Common Stock upon completion of applicable procedures. We did not appeal the determination and, therefore, we were delisted from NYSE American. As a result of the suspension and delisting, our Common Stock is being traded in the OTC Pink Limited Market under the symbol "FLYYQ". The OTC Pink Limited Market is a significantly more limited market than NYSE American, and quotation on the OTC Pink Limited Market likely results in a less liquid market for existing and potential holders of our Common Stock to trade in our Common Stock and could further depress the trading price of the Common Stock. We can provide no assurance that our Common Stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of our Common Stock on this market, or whether the trading volume of our Common Stock will be sufficient to provide for an efficient trading market. The transition to over-the-counter markets will not affect our business operations.

Registration Rights Agreement Consent and Waiver

On March 5, 2026, the Company and certain beneficial and record holders (the “Holders”) of the shares of Common Stock and the warrants of the Company entered into a consent and waiver (the “Consent and Waiver”) to that certain Registration Rights Agreement, dated as of March 12, 2025 (the “Registration Rights Agreement”).

Pursuant to the Consent and Waiver, the Holders, agreed to waive any rights under Sections 2.1, 2.2 and 2.3 of the Registration Rights Agreement and consented to the Company filing a post-effective amendment to the registration statement on Form S-1 to terminate the registration of all shares of Common Stock registered under the Securities Act of 1933, as amended, pursuant to such registration statement.

Restructuring Support Agreement

Pursuant to the RSA, the Company will, among other things, (i) use $150.0 million of encumbered cash to prepay a portion of the DIP term loans and related accrued interest, (ii) maintain minimum levels of encumbered cash while receiving lender consent to access certain restricted accounts, and (iii) make a $100.0 million payment to holders of allowed DIP loan superpriority claims on the effective date of the Proposed Plan. The RSA also contemplates that, on the Proposed Plan effective date, the reorganized Company will issue new equity interests primarily to holders of roll-up DIP loans, subject to dilution for a management incentive plan and certain settlement distributions, and approximately 2% of new equity interests to holders of prepetition secured notes, which may be issued in the form of warrants.

In addition, the Proposed Plan contemplates the issuance of new senior secured exit financing, including exit secured loans and either (i) a $275.0 million senior secured revolving credit facility or (ii) a $75.0 million term loan facility and a $200.0 million reinstated revolving credit facility. The RSA also provides that distributable proceeds from specified asset sales will be distributed to holders of certain DIP claims in accordance with the Proposed Plan.

The RSA includes certain milestones for the Chapter 11 proceedings and the Proposed Plan process, and may be terminated under specified circumstances, including failure to satisfy such milestones or if the Company’s board determines that continued performance would be inconsistent with its fiduciary duties. The Proposed Plan remains subject to amendment, and to Bankruptcy Court approval and the satisfaction of various conditions precedent, and therefore there can be no assurance that the transactions contemplated by the RSA or the Proposed Plan will be consummated.

Going Concern

On March 12, 2025, we emerged from the Chapter 11 Cases in accordance with the Plan. As part of the reorganization, we successfully restructured certain of our debt obligations, established new financing arrangements and issued new equity securities consisting of new Common Stock and new warrants. However, we have continued to be affected by adverse market conditions, including elevated domestic capacity and continued weak demand for domestic leisure travel, resulting in a difficult pricing environment and diminished revenues. As a result, we continue to experience challenges and uncertainties in our business operations.

Since our emergence from the 2024 Chapter 11 Bankruptcy, we have taken certain measures to address these challenges, including the implementation of product enhancements, strategic reductions in certain markets and capacity, consummation of sale-leaseback transactions related to certain of our owned spare engines and other discretionary cost reduction strategies, including the pilot furloughs announced in July and October 2025 and the flight attendant furloughs announced in September 2025. Also, on August 21, 2025, we borrowed the entire available amount of $275.0 million under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility will mature on March 12, 2028.

Effective August 15, 2025 and August 20, 2025, we entered into two amendments (the “Amendments”) with our primary credit card processor. On August 15, 2025, we agreed to make an additional transfer of $50.0 million in cash to a pledged account in favor of the credit card processor. This amount is recorded in restricted cash within our consolidated balance sheets. On August 20, 2025, we agreed to allow the processor (i) to hold back up to $3.0 million per day until the processor’s exposure is fully collateralized and (ii) to remain fully collateralized as the processor’s exposure increases or decreases. In exchange, the processor agreed (i) to extend the term of the Card Processing Agreement from the then current December 31, 2025 expiration date to December 31, 2027, with two automatic one-year extensions unless either party provides a notice of non-renewal not less than 90 days prior to the end of the then-effective term, and (ii) to remove the existing minimum liquidity trigger for holdbacks under the Card Processing Agreement.

On August 29, 2025, we and our Debtor affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

Since the Petition Date, we have been operating our businesses as a debtor-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. We received approval from the Bankruptcy Court for a variety of “first day” motions to continue our ordinary course operations during the Chapter 11 Cases, and approval of various post-petition liquidity initiatives described in further detail below. However, for the duration of the Chapter 11 Cases, our operations and ability to develop and execute our business plan, our financial condition, liquidity and our continuation as a going concern are subject to a high degree of risk and uncertainty associated with the Chapter 11 Cases. Our ability to continue as a going concern is dependent upon, among other things, our ability to become profitable and maintain profitability, our ability to access sufficient liquidity and our ability to successfully implement a plan of reorganization. As discussed further below, we have entered into a DIP Facility for purposes of accessing ongoing liquidity during the Chapter 11 Cases. Refer to "Notes to Consolidated Financial Statements—3. 2025 Chapter 11 Bankruptcy Proceedings" for additional information. The outcome of the Chapter 11 Cases is dependent upon factors that are outside of our control, including actions of the Bankruptcy Court. We can give no assurances that we will be able to secure additional sources of funds to support its operations, or, if such funds are available to us, that such additional financing will be sufficient to meet our needs.

We have evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year from the filing of this Annual Report on Form 10-K. Based on such evaluation, management believes there is substantial doubt about our ability to continue as a going concern. During the Chapter 11 Cases, our ability to continue as a going concern is contingent upon our ability to obtain approval and successfully implement the Proposed Plan, among other factors.

Our consolidated financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates our ability to successfully implement the Proposed Plan, our continuity of operations, realization of assets

and liquidation of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to our ability to continue as a going concern.

Summary of Results

In the Successor Period and Current Predecessor Period, we generated a pre-tax loss of $2,840.9 million and a pre-tax income of $90.1 million, respectively and recorded a net loss of $2,832.7 million and a net income of $72.2 million, respectively. This resulted in a net loss of $76.51 per share in the Successor Period and earnings of $0.66 per share in the Current Predecessor Period. These results compared to a pre-tax loss of $1,289.7 million and a net loss of $1,229.5 million, $11.23 loss per share, in 2024. The increase in pre-tax loss was primarily driven by higher non-operating expenses, including reorganization expense, other (income) expense and special charges, non-operating expense. These increases in non-operating expenses were partially offset by a decrease in operating expenses, primarily due to a decrease in our flight volume, including aircraft fuel, salaries, wages and benefits expense and other operating expense, as well as a net gain on disposal of assets and a decrease in depreciation and amortization expense. Fuel gallons consumed decreased by 25.8% and fuel price per gallon decreased by 9.0%, period over period. In addition, the increased net loss reflects a decrease in operating revenues due to a 28.3% decrease in our traffic and a 24.7% decrease in our capacity, as compared to 2024.

For the Successor Period and Current Predecessor Period, we had negative operating margins of 15.8% and 38.0%, respectively, on operating revenues of $3,041.4 million and $755.4 million, respectively. TRASM in 2025 was 9.51 cents, an increase of 2.6% compared to the prior year. Total revenue per passenger flight segment increased 6.6%, year over year, from $111.21 to $118.53.

During 2025, our Adjusted CASM ex-fuel was 9.24 cents as compared to 7.97 cents for 2024. The increase on a per-ASM basis was primarily due to increases in salaries, wages and benefits expense, aircraft rent expense, other operating expense, landing fees and other rents expense. These per-ASM increases were also driven by the semi-fixed nature of many of these costs in conjunction with a 24.7% year-over-year decrease in ASMs. The reduction in capacity was primarily driven by a lower number of aircraft available for service due to GTF engine issues, previously grounded aircraft held for sale, and other strategic initiatives, including reductions in flying on off-peak travel days to better align capacity with market demand.

During 2025, we added six new destinations: Belize City, Belize; Columbia, South Carolina; Chattanooga, Tennessee; Key West, FL; Grand Cayman, Cayman Islands; and Savannah, Georgia; of which as of December 31, 2025, we exited from Columbia, South Carolina and Chattanooga, Tennessee. During 2025, we took delivery of 3 aircraft under sale leaseback transactions and 1 aircraft under a direct operating lease, retired 2 A319ceos, sold 1 A320ceo, and rejected certain of our aircraft lease agreements from our existing fleet as part of the 2025 Bankruptcy, reducing our fleet of Airbus single-aisle aircraft from 213 to 131 aircraft. Refer to "Notes to Consolidated Financial Statements—3. 2025 Chapter 11 Bankruptcy Proceedings" for additional information. As of December 31, 2025, our 131 Airbus A320-family aircraft fleet was comprised of 62 A320ceos, 19 A320neos, 29 A321ceos and 21 A321neos. As of December 31, 2025, we owned 48 aircraft, of which 21 aircraft were financed through fixed-rate long-term debt and 27 aircraft were financed through enhanced equipment trust certificates ("EETCs"). As of December 31, 2025, we had 83 leased aircraft, of which 70 aircraft were financed under operating leases and 13 aircraft would have been deemed finance leases resulting in failed sale leaseback transactions.

Operating Revenues

Our operating revenues are comprised of passenger revenues and other revenues.

Passenger revenues

Passenger revenues are primarily comprised of fares and related ancillary items such as bags, seats and other travel-related fees. Passenger revenues are generally recognized once the related flight departs. Accordingly, the value of tickets and ancillary products sold in advance of travel is included under ~~the~~our ~~Company's~~ current liabilities as “air traffic liability,” or “ATL”, until the related air travel is provided. An unused ticket expires at the date of scheduled travel and is recognized as revenue at the date of scheduled travel.

Customers may elect to change or cancel their itinerary prior to the date of departure. In 2024, we launched our no change or cancel fee policy for our bundled travel options. Guests are required to pay the difference in fare if the new trip is more expensive or receive a credit if the new trip is less expensive. Any unused amount is placed in a credit shell which generally expires within 12 months or 5 years from the date the credit shell is created. ~~Prior~~Under toU.S. ~~May~~Department ~~2024,~~of ~~credit~~Transportation ~~shells~~regulations ~~generally~~effective ~~expired~~August 902024, ~~days from the date the~~ credit ~~shell was created. Credit~~ shells ~~can~~issued bein ~~used~~lieu ~~towards the purchase~~ of a ~~new~~refund ~~ticket~~for ~~and~~airline‑initiated ~~other~~cancellations, ~~service~~schedule ~~offerings.~~changes, ~~Credit~~or ~~shell amounts are recorded as deferred revenue and amounts expected to expire unused are estimated based on historical experience.~~

irregular operations (IROP) must remain valid for a minimum of five years from issuance. Credit shells can be used towards the purchase of a new ticket and other service offerings.

Prior to May 2024, credit shells generally expired 90 days from the date the credit shell was created. Credit shell amounts are recorded as deferred revenue and amounts expected to expire unused are estimated based on historical experience.

For credit shells that are expected to expire unused, we recognize the associated value proportionally during the period over which the remaining credit shells may be used. Estimating the amount of credits that will go unused involves some level of subjectivity and judgment and can be impacted by several factors including, but not limited to, changes to our ticketing policies, changes to our refund, exchange and credit shell policies and economic factors.

Guests may earn points based on their spending with the Free Spirit affinity credit card program which we have an agreement to sell points. The contract to sell points under this agreement has multiple performance obligations, as discussed below.

Our co-branded credit card agreement provides for joint marketing where cardholders earn points for making purchases using co-branded cards. During 2023, we extended our agreement with the administrator of the Free Spirit affinity credit card program through December 31, 2028. We account for this agreement consistently with the accounting method that allocates the consideration received to the individual products and services delivered. The value is allocated based on the relative stand-alone selling prices of those products and services, which generally consists of (i) points to be awarded, (ii) airline benefits, collectively referred to as the "award travel components," (iii) licensing of brand and access to member lists and (iv) advertising and marketing efforts, collectively referred to as the "marketing components." Revenue allocated to the award travel components are recorded in passenger revenues, while the revenue allocated to the marketing components are recorded in other revenues. We determined the estimate of the stand-alone selling prices by considering discounted cash flow analysis using multiple inputs and assumptions, including: (1) the expected number of points awarded and number of points redeemed, (2) the estimated stand-alone selling price of the award travel obligation and airline benefits, (3) licensing of brand and access to member lists and (4) the costs of advertising and marketing efforts.

Other revenues

Other revenues primarily consist of the marketing component of the sale of loyalty points to our credit card partner and commissions revenue from the sale of various items such as hotels and rental cars.

Substantially all of our revenues are denominated in U.S. dollars. We recognize revenues net of certain taxes and airport passenger fees, which are collected by us on behalf of airports and governmental agencies and remitted to the applicable governmental entity or airport on a periodic basis. These taxes and fees include U.S. federal transportation taxes, federal security charges, airport passenger facility charges and foreign arrival and departure taxes. These items are collected from customers at the time they purchase their tickets and are not included in our revenues. Upon collection from the customer, we record a liability within other current liabilities on our consolidated balance sheets and relieve the liability when payments are remitted to the applicable governmental agency or airport.

Operating Expenses

Our operating expenses consist of the following line items.

Salaries, Wages and Benefits. Salaries, wages and benefits expense includes the salaries, hourly wages, ~~bonuses~~incentive payments and equity compensation paid to employees for their services, as well as the related expenses associated with employee benefit plans and employer payroll taxes.

Aircraft Fuel. Aircraft fuel expense includes the cost of jet fuel, related federal taxes, fueling into-plane fees and transportation fees.

Aircraft Rent. Aircraft rent expense consists of all minimum lease payments under the terms of our aircraft and spare engine lease agreements recognized on a straight-line basis. Aircraft rent expense also includes supplemental rent. Supplemental rent is primarily made up of probable and estimable return condition obligations on leased aircraft. As of December 31, ~~2024~~2025, ~~146~~70 aircraft (excluding 1813 aircraft that would have been deemed finance leases resulting in failed sale leaseback transactions) and 516 spare engines are financed under operating leases.

Landing Fees and Other Rents. Landing fees and other rents include both fixed and variable facilities expenses, such as the fees charged by airports for the use or lease of airport facilities, overfly fees paid to other countries and the monthly rent paid for our headquarters facility.

Depreciation and Amortization. Depreciation and amortization expense includes the depreciation of fixed assets we own, leasehold improvements and the aircraft that would have been deemed finance leases resulting in failed sale leaseback transactions. It also includes the amortization of capitalized software costs and heavy maintenance. Under the deferral method, the cost of our heavy maintenance is capitalized and amortized on a straight-line or usage basis until the earlier of the next estimated heavy maintenance event or the remaining lease term.

Maintenance, Materials and Repairs. Maintenance, materials and repairs expense includes parts, materials, repairs and fees for repairs performed by third-party vendors and in-house mechanics required to maintain our fleet. It excludes direct labor ~~cost~~costs related to our own mechanics, which is included under salaries, wages and benefits. It also excludes the amortization of heavy maintenance expenses, which we defer under the deferral method of accounting and amortize as a component of depreciation and amortization expense.

Distribution. Distribution expense includes all of our direct costs, including the cost of web support, our third-party call center, travel agent commissions and related GDS fees and credit card transaction fees, associated with the sale of our tickets and other products and services.

~~Special~~Loss ~~Charges~~ (~~Credits~~gain) on Disposal of Assets. Loss ~~Special~~(gain) ~~charges~~on ~~and~~disposal ~~credits~~of ~~include~~assets ~~legal,~~includes ~~advisory~~the ~~and~~net ~~other~~losses ~~fees~~or ~~related~~gains toon the ~~Former~~disposal ~~Frontier~~of ~~Merger~~our ~~Agreement~~fixed ~~and~~assets, the ~~Former~~net ~~JetBlue~~losses ~~Merger~~or ~~Agreement~~gains resulting from our aircraft and engine sale leaseback transactions, the ~~retention~~net ~~award~~losses ~~programs~~or ~~and~~gains ~~recognition~~resulting from the sale of our aircraft and engines, impairment charges ~~related~~associated with our former plan to ~~the~~early ~~planned~~retire ~~acceleration~~and sell certain of our aircraft, the ~~retirement~~net oflosses 29or gains related to the write-off of ~~our~~obsolete ~~A319~~assets and other adjustments, including the reclassification of aircraft. previously classified as held for sale.

~~Loss~~Special Charges (~~gain~~Credits). onSpecial ~~Disposal~~charges ~~of Assets. Loss~~ (~~gain~~credits) oninclude ~~disposal~~a ofone-time ~~assets~~assignment ~~includes~~fee ~~the~~remitted ~~net~~to ~~losses~~us, orresulting ~~gains~~from on the ~~disposal~~assignment ofagreement ~~our~~for ~~fixed~~airline ~~assets,~~use ~~the~~and ~~net~~lease ~~losses~~agreement orat ~~gains~~ORD ~~resulting~~for ~~from~~two ~~our~~gates ~~aircraft~~to ~~and~~the ~~engine~~AA ~~sale~~Assignee, ~~leaseback transactions~~legal, ~~the~~advisory ~~net~~and ~~losses~~other orfees ~~gains~~related ~~resulting~~to ~~from~~ the ~~sale~~former ofJetBlue ~~our~~Merger ~~airframes and engines~~Agreement, as well as ~~impairment~~the ~~charges~~former ~~associated~~JetBlue ~~with~~Retention ~~our~~Award ~~plan to early retire and sell certain of our aircraft~~Program.

Other Operating Expenses. Other operating expenses include airport operations expenses and fees charged by third-party vendors for ground handling services and food and liquor supply service expenses, passenger re-accommodation expense, the cost of passenger liability and aircraft hull insurance, all other insurance policies except for employee related insurance, travel and training expenses for crews and ground personnel, professional fees, Wi-Fi, personal property taxes and all other administrative and operational overhead expenses. No individual item included in this category represented more than 5% of our total operating expenses.

and operational overhead expenses. No individual item included in this category represented more than 5% of our total operating expenses.

Other (Income) Expense

Interest Expense. Interest expense in ~~2024,~~the ~~2023~~Current ~~and~~Predecessor ~~2022~~Period primarily ~~related~~represented ~~to the~~ interest and accretion related to our 8.00% senior secured notes, as well as the interest related to aircraft that would have been deemed finance leases resulting in failed sale leaseback transactions and the financing of purchased aircraft. In addition, ~~the~~our interest ~~and~~expense for the Predecessor Period included the discount amortization related to our convertible notes ~~and~~due ~~favorable~~2026 ~~mark~~and ~~to market adjustments of~~ the ~~derivative~~interest ~~liability~~ related to our convertible notes, ~~due~~which ~~2026.~~were canceled as of the Emergence Date.

~~Loss~~Interest ~~(gain)~~expense onin ~~Extinguishment~~the ofSuccessor ~~Debt.~~Period ~~Gain~~primarily onrepresented ~~extinguishment~~the ofinterest ~~debt~~related into ~~2024~~the ~~and~~Exit ~~2023~~Secured ~~was~~Notes, ~~primarily~~as ~~related~~well toas the ~~gain~~interest ~~recognized~~related ~~due~~ to ~~the~~aircraft ~~early~~that ~~extinguishment~~would ofhave ~~certain~~been ofdeemed ~~our~~finance ~~outstanding~~leases ~~fixed-rate~~resulting ~~term~~in ~~loans,~~failed ~~and~~sale ~~was~~leaseback ~~partially~~transactions ~~offset~~and by the ~~write-offs~~financing of ~~related~~purchased ~~deferred financing costs~~aircraft. Refer to "Notes to Consolidated Financial Statements —1314. Debt and Other Obligations" for ~~more~~additional information. WeIn ~~had~~addition, noas ~~loss~~part ~~(gain)~~of onour ~~extinguishment~~emergence from bankruptcy and in compliance with ASC 852, we implemented fresh start accounting, which required us to record a fair value adjustment to our remaining outstanding debt as of the Fresh Start Reporting Date. The adjustments to each debt ininstrument ~~2022~~are amortized through the remaining term of the related debt instrument to accrete the adjusted balance to its face value at the end of the loan. Accordingly, amortization of these fair value adjustments was recognized during the Successor Period. For further details, see “Notes to Consolidated Financial Statements—5. Fresh Start Accounting- 2024 Bankruptcy.”

~~Capitalized~~ Interest. Weexpense ~~capitalize~~in ~~the~~2024 ~~interest~~and ~~that~~2023 is primarily ~~attributable~~related to ~~the~~interest ~~outstanding~~related ~~PDP~~to ~~balances~~aircraft asthat awould ~~percentage~~have ofbeen ~~the~~deemed ~~related~~finance ~~debt~~leases onresulting ~~which~~in ~~interest~~failed issale ~~incurred.~~leaseback ~~Capitalized~~transactions, ~~interest represents interest cost incurred during~~ the ~~acquisition~~financing ~~period~~ of apurchased ~~long-term~~aircraft, ~~asset and is~~ the ~~amount~~interest ~~which~~and ~~theoretically~~accretion ~~could have been avoided had we not paid PDPs for the~~ related ~~aircraft~~to orour ~~engines~~8.00% ~~Capitalization~~senior ofsecured ~~interest~~notes, ~~ceases when~~ the ~~asset is ready for service. Capitalized~~ interest ~~for 2024, 2023~~ and ~~2022~~discount ~~primarily~~amortization ~~relates~~related to ~~the~~our ~~interest~~convertible ~~incurred~~notes ~~on long-term debt. In addition, during 2024~~ and ~~2023,~~favorable wemark ~~capitalized~~to ~~interest~~market ~~related~~adjustments toof the ~~outstanding~~derivative ~~work~~liability inrelated ~~progress in connection~~ to ~~the~~our ~~building~~convertible ofnotes ~~our~~due ~~new headquarters~~2026.

Interest Income. For 2024, 2023 and 2022, interest income represents interest income earned on cash, cash equivalents short-term investments and restricted cash, as well as interest earned on income tax refunds.68

~~Other~~Loss (~~Income~~gain) ~~Expense~~on Extinguishment of Debt. ~~Other~~Loss ~~(income)~~on ~~expense~~extinguishment ~~for~~of ~~2024~~debt ~~primarily~~in ~~includes~~the ~~amounts~~Successor ~~received~~Period ~~during~~was primarily related to the ~~first~~loss ~~quarter~~recognized due to the extinguishment of ~~2024~~our ~~from~~“Series ~~JetBlue~~B” equipment notes issued under the ~~terms~~2017-1 pass through certificates. Gain on extinguishment of debt in the ~~Termination~~Current ~~Agreement,~~Predecessor period as well as ~~realized~~in ~~gains~~2024 and ~~losses~~2023 was primarily related to ~~foreign~~the ~~currency~~gain ~~transactions.~~recognized ~~Other~~due ~~(income)~~to ~~expense~~the ~~for~~early ~~2023~~extinguishment ~~and~~of ~~2022~~certain ~~primarily~~of ~~includes~~our ~~realized~~outstanding ~~gains~~fixed-rate term loans and ~~losses~~was partially offset by the write-offs of related deferred financing costs. Refer to ~~foreign~~"Notes ~~currency~~to ~~transactions~~Consolidated Financial Statements —14. Debt and Other Obligations" for more information.

~~Special~~Capitalized ~~Charges,~~Interest. ~~Non-Operating~~We capitalize the interest that is primarily attributable to the outstanding PDP balances as a percentage of the related debt on which interest is incurred. ~~Special~~Capitalized ~~charges,~~interest ~~non~~represents interest cost incurred during the acquisition period of a long-~~operating~~term asset and is the amount which theoretically could have been avoided had we not paid PDPs for ~~2024~~the ~~include~~related ~~legal,~~aircraft ~~advisory~~or ~~and~~engines. ~~other~~Capitalization ~~fees~~of ~~incurred~~interest ~~prior~~ceases towhen the ~~Petition~~asset ~~Date~~is inready ~~relation~~for service. Capitalized interest for Successor period and Current Predecessor period as well as for 2024 and 2023 primarily relates to the ~~Cases~~interest incurred on long-term debt. WeIn ~~had~~addition, noduring ~~special~~2024 ~~charges~~and 2023, ~~non-operating~~we capitalized interest related to the outstanding work in ~~2023~~progress ~~and~~in ~~2022~~connection to the building of our new headquarters.

~~Reorganization~~Interest ~~Expense~~Income. ~~Reorganization~~For ~~expense for 2024 includes legal~~2025, ~~advisory~~interest ~~and~~income ~~other~~represents ~~fees~~interest ~~incurred~~income ~~subsequent~~earned toon ~~Petition~~cash, ~~Date~~cash ~~in relation to the Cases. In addition~~equivalents, ~~reorganization~~short-term ~~expense~~investments ~~included~~and ~~financing~~restricted ~~costs~~cash. ~~associated~~For ~~with~~2024 ~~the~~and ~~DIP term loan~~2023, ~~the~~interest ~~unamortized~~income ~~discount~~represents asinterest ofincome ~~the~~earned ~~Petition~~on ~~Date~~cash, ~~related~~cash toequivalents, ~~the~~short-term ~~Company's~~investments ~~8.00% senior secured notes~~ and ~~convertible~~restricted ~~notes due 2025~~cash, as well as ~~the~~interest ~~unamortized~~earned ~~debt~~on ~~issuance~~income ~~costs~~tax ~~as of the Petition Date related to the Company's 8~~refunds.~~00% senior secured notes, convertible notes due 2025 and convertible notes due 2026. We had no reorganization expense in 2023 and 2022.~~

Other (Income) Expense. Other (income) expense for the Successor period and Current Predecessor period as well as for 2024 and 2023 includes realized gains and losses related to foreign currency transactions. In addition, other (income) expense for 2024 includes amounts received during the first quarter of 2024 from JetBlue under the terms of the JetBlue merger Termination Agreement.

Special Charges, Non-Operating. Special charges, non-operating for the Successor Period includes legal, advisory and other fees incurred outside of the 2024 Chapter 11 Cases (after the 2024 Emergence Date), as well as legal, advisory and other fees incurred outside of the 2025 Chapter 11 Cases (prior to the 2025 Petition Date). Furthermore, the Successor Period also includes amounts related to the pilot furloughs. Special charges, non-operating for the Current Predecessor Period includes legal, advisory and other fees incurred outside of the 2024 Chapter 11 Cases. Special charges, non-operating for 2024 includes legal, advisory and other fees incurred outside of the 2024 Chapter 11 Cases (prior to the 2024 Petition Date). We had no special charges, non-operating during 2023.

Reorganization Expense. Reorganization expense for the Successor Period includes charges related to lease terminations and rejections, the write-off of unamortized fair value adjustments as of the Petition Date associated with the Exit Secured Notes and Unsecured Term Loans, and the write-off of unamortized prepaid loan fees as of the Petition Date related to our revolving credit facility, as these obligations were classified as liabilities subject to compromise as of the Petition Date. Reorganization expense for the Successor Period also includes legal, consulting and other professional fees incurred in connection with our 2025 Chapter 11 Bankruptcy filing, as well as the recognition of the DIP backstop fee. These amounts were partially offset by a gain recognized in connection with the AerCap agreement.

Reorganization expense for the Current Predecessor Period includes losses related to the Equity Rights Offering (“ERO”) distribution and backstop issuance, the reclassification of ERO-related expenses and Exit RCF financing costs, legal, advisory and other professional fees incurred in connection with the 2024 Chapter 11 cases, the extinguishment of unvested stock-based compensation awards, and the write-off of prepaid loan fees related to the prior revolving credit facility. Reorganization expense also reflects the recognition of Exit Secured Notes and Exit RCF financing costs, partially offset by gains recognized on Class 4 and Class 5 settlements.

Reorganization expense for 2024 includes legal, advisory and other fees incurred subsequent to Petition Date in relation to the Cases. In addition, reorganization expense included financing costs associated with the DIP term loan, the unamortized discount as of the Petition Date related to our 8.00% senior secured notes and convertible notes due 2025, as well as the unamortized debt issuance costs as of the Petition Date related to our 8.00% senior secured notes, convertible notes due 2025 and convertible notes due 2026. We had no reorganization expense in 2023.

Income Taxes

We account for income taxes using the asset and liability method. We record a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred taxes are recorded based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. In assessing the realizability of the deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will be realized. In evaluating the ~~ability to utilize our deferred tax assets, we consider all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis.~~

ability to utilize our deferred tax assets, we consider all available evidence, both positive and negative, in determining future taxable income on a jurisdiction-by-jurisdiction basis.

Trends and Uncertainties Affecting Our Business

We believe that our operating and business performance is influenced by various factors, including those impacting the airline industry, broader travel trends and the specific markets and customer base we target. The following key factors may affect our future performance:

Ability to Execute our Strategy to Drive Higher Unit Revenues. ~~During~~We ~~2024,~~are wecurrently ~~implemented~~in the process of implementing several strategic changes aimed at driving higher unit revenues and improving profitability, including redesigning our network, revising our fleet plan, making changes to our products and optimizing our cost structure. The success of this revised strategy depends on our ability to secure higher fares for our premium leisure travel options, while maintaining high load factors and generating strong ancillary revenue from guests opting for our à la carte offerings.

Ability to Drive Profitability While Reducing Network Capacity. ~~During~~We ~~2024,~~are wereducing ~~decided to reduce~~ our capacity and re-~~align~~aligning our network to enhance operational reliability and targeting increased revenue per ASM, focusing on markets where industry capacity and demand are better aligned, including a reduction in preferred access gates and other airport rents to align with our new network. The success of this strategy requires market consumer demand and other airlines' capacity to remain relatively stable, which should allow us to command a pricing premium and generate higher revenue per ASM. In addition, we are pursuing strategies to improve our revenue per ASM by enhancing our products.

66Ability to Maintain Low Unit Costs. Our low-cost strategy includes, among other items, the use of a single aircraft type, the Airbus A320 family, and operating efficiently. Our use of a single aircraft type allows for simplified scheduling, maintenance, flight operations, safety management and training activities. Our cost structure has historically been among the lowest in the U.S. airline industry and we expect they will remain among the lowest in the U.S. airline industry. However, we do expect our unit costs to increase at a greater rate than many of our peers over the near term, or, until we resume a measured and consistent growth rate. In addition to broader industry inflationary pressures, we expect our unit costs will increase as we reduce our capacity due to having fewer units available to absorb fixed costs. Additionally, as we reduce our unionized labor force through various furlough programs, our average seniority will increase, resulting in higher average labor rates. Furthermore, due to lower consumer demand during off-peak periods, we reduced overall aircraft utilization rates, further pressuring unit costs. We remain focused on improving operational efficiency, increasing productivity and rightsizing our infrastructure as we reduce capacity and work towards optimizing our route structure to better compete in the current operating environment.

~~aligned~~Impact of Pratt & Whitney GTF engine issues. ~~The~~In ~~success~~July of2023, ~~this~~Pratt ~~strategy~~& ~~requires~~Whitney ~~increasing~~announced ~~our~~that ~~market~~it ~~share~~had determined that a rare condition in ~~targeted~~the ~~markets~~powdered metal used to manufacture certain engine parts would require accelerated inspection of the GTF fleet, which, inpowers ~~turn,~~the ~~should~~A320neo ~~allow~~aircraft. usLower tocapacity ~~command~~resulting from manufacturer or supplier issues may lead to a ~~pricing~~significant ~~premium~~adverse ~~and~~impact ~~generate~~on ~~higher~~our ~~revenue~~financial ~~per~~position ~~ASM~~and results of operations.

~~Maintaining~~On ~~One~~June 4, of2025, ~~the~~we ~~Lowest~~entered ~~Unit~~into ~~Costs~~an inagreement (the ~~Industry.~~“Agreement”) ~~Our~~with ~~cost~~International ~~structure~~Aero ~~has~~Engines, ~~consistently~~LLC ~~been~~("IAE"), ~~among~~an ~~the~~affiliate ~~lowest~~of inPratt ~~the~~& ~~U.S.~~Whitney, ~~airline~~pursuant ~~industry,~~to which isIAE ~~one~~provided us with a monthly credit, subject to certain conditions, as compensation for each of our ~~key~~aircraft ~~competitive~~unavailable ~~advantages.~~for ~~This~~operational ~~has~~service ~~allowed~~due us to ~~offer~~GTF ~~low~~engine ~~fares,~~issues ~~drive~~from ~~traffic~~January ~~volume~~1, ~~increase~~2025 ~~market~~through ~~share~~December ~~and~~31, ~~protect profitability~~2025. However, asthese wecredits ~~reduce~~did ~~our~~not ~~capacity~~fully ~~and~~offset ~~slow~~the ~~our~~related ~~growth~~costs inand ~~the~~operational ~~coming~~disruptions. ~~years~~As a result, ~~unit~~the ~~costs~~engine ~~may~~issues ~~increase~~could ~~due~~continue to ~~fewer~~negatively ~~units~~impact ~~available~~our tooperating ~~absorb~~results. ~~fixed~~For ~~costs.~~additional ~~Additionally,~~information weon ~~have~~the ~~faced~~credits ~~inflationary~~related ~~pressures~~to AOG days, ~~particularly~~refer into ~~areas~~"Notes ~~such~~to asConsolidated ~~wages,~~Financial ~~salaries~~Statements—18. Commitments, ~~benefits~~Contingencies and ~~airport~~Other ~~operating~~Contractual ~~costs~~Arrangements."

~~Impact~~In ofconnection ~~Pratt~~with &our ~~Whitney~~ongoing ~~GTF~~2025 ~~engine~~Chapter ~~issues.~~11 InBankruptcy ~~July 2023~~Proceedings, ~~Pratt & Whitney announced that it had determined that a rare condition in~~ the ~~powdered~~lease ~~metal~~agreements ~~used~~related to ~~manufacture~~ certain ~~engine~~aircraft ~~parts~~subject ~~would~~to ~~require~~these ~~accelerated~~inspections ~~inspection~~were ofrejected ~~the~~as ~~GTF~~part ~~fleet,~~of ~~which powers~~ the ~~A320neo~~bankruptcy ~~aircraft.~~process ~~We currently estimate these engines will require removal~~ and ~~inspection~~we ~~through~~did atnot ~~least~~receive ~~2026.~~any ~~Lower~~additional ~~capacity~~credits ~~resulting~~under ~~from~~this ~~manufacturer~~agreement orrelated ~~supplier issues may lead~~ to athese ~~significant adverse impact on our financial position and results of operations~~aircraft.

In addition, toin ~~the~~connection ~~effects~~with of the ~~Pratt~~Chapter &11 ~~Whitney GTF engine issues on our operational reliability~~Cases, we ~~have~~entered ~~experienced~~into ~~an overall increase in volatility in seasonality as well as~~ a ~~decrease~~restructuring interm ~~year~~sheet ~~over~~with ~~year~~IAE, ~~unit~~dated ~~revenue~~December 3, 2025, and ~~persistently~~subsequently ~~higher~~entered ~~fuel~~into ~~prices~~a ~~over~~definitive ~~the~~agreement ~~last~~on ~~few years~~February 4, ~~which have negatively affected revenue and costs~~2026. For ~~Should~~additional ~~these~~information ~~trends~~refer ~~continue~~to ~~into~~"Notes ~~the~~to ~~future,~~Consolidated ~~our~~Financial ~~operating~~Statements—3. ~~results~~2025 ~~may~~Chapter be11 ~~negatively~~Bankruptcy ~~impacted~~Proceedings."

Competition. The airline industry is highly competitive. The principal competitive factors in the airline industry are fare pricing, total price, flight schedules, ~~aircraft~~competition ~~type~~capacity, passenger amenities, number of routes served from a city, customer service, safety record, reputation, code-sharing relationships, loyalty programs and redemption opportunities. Price competition occurs on a market-by-market basis through price discounts, changes in pricing structures, fare matching, target promotions and loyalty program initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods in efforts to maximize unit revenue. The prevalence of discount fares can be particularly acute when a competitor has excess capacity that it is under financial pressure to sell tickets.

Moreover, the network carriers have developed a fare-class pricing approach, in which a portion of available seats may be sold at or near our prices, but without most product features available to their passengers paying at higher fare levels on the same flight. Broad fare discounting may have the effect of diluting the profitability of revenues of high-cost carriers but the fare-class approach may allow network carriers to continue offering a competitive price to low cost carriers on some flights or routes, while maintaining higher pricing to their traditional constituencies of corporate and less price-sensitive travelers. Refer to “Risk Factors—Risks Related to Our Industry—We operate in an extremely competitive industry."70

~~Seasonality~~occurs ~~and~~on ~~Volatility.~~a Our results of operations for any interim period are not necessarily indicative of those for the entire year because the air transportation business is subject to significant seasonal fluctuations. We generally expect demand to be greater in the second and third quarters compared to the rest of the year. The air transportation business is also volatile and highly affected market-by-market ~~economic~~basis ~~cycles~~through ~~and~~price ~~trends. Consumer confidence and discretionary spending~~discounts, ~~fear~~changes ofin ~~terrorism~~pricing ~~or war~~structures, ~~weakening economic conditions,~~ fare ~~initiatives~~matching, ~~fluctuations~~target inpromotions ~~fuel prices, labor actions, changes in governmental regulations on taxes~~ and ~~fees,~~loyalty ~~weather,~~program ~~outbreaks~~initiatives. ofAirlines ~~pandemic~~typically oruse ~~contagious~~discount ~~diseases~~fares and other ~~factors~~promotions ~~have~~to ~~resulted~~stimulate intraffic ~~significant~~during ~~fluctuations~~normally inslower ~~revenues~~travel ~~and~~periods ~~results of operations~~ in ~~the~~efforts ~~past. We believe demand for business travel historically has been more sensitive~~ to ~~economic~~maximize ~~pressures~~unit ~~than demand for low-price travel~~revenue. ~~Finally,~~The aprevalence ~~significant portion~~ of ~~our~~discount ~~operations~~fares ~~are~~can ~~concentrated~~be inparticularly ~~markets~~acute ~~such~~when asa ~~South~~competitor ~~Florida,~~has ~~the~~excess ~~Caribbean,~~capacity ~~Latin~~that ~~America~~puts ~~and~~it ~~the~~under ~~Northeast~~financial ~~and~~pressure ~~northern Midwest regions of the United States, which are particularly vulnerable~~ to ~~weather,~~sell ~~airport traffic constraints and other delays~~tickets.

~~Aircraft~~Other ~~Fuel~~U. ~~Fuel costs represent one of our largest operating expenses, as it does for most airlines~~S. ~~Fuel~~carriers ~~costs~~ have ~~been~~developed ~~subject~~a tofare-class ~~wide~~pricing ~~price~~approach, ~~fluctuations~~ in ~~recent~~which ~~years.~~a ~~Fuel~~portion ~~availability~~of ~~and~~available ~~pricing~~seats ~~are~~may ~~also~~be ~~subject~~sold toat ~~refining~~or ~~capacity,~~near ~~periods~~our ~~of market surplus~~prices, ~~and~~but ~~shortage~~without ~~and~~most ~~demand~~product ~~for~~features ~~heating~~available ~~oil,~~only ~~gasoline~~to ~~and~~those ~~other~~passengers ~~petroleum~~paying ~~products,~~at ashigher ~~well~~fare aslevels ~~meteorological,~~on ~~economic and political factors and events occurring throughout~~ the ~~world,~~same ~~which we can neither control nor accurately predict~~flight. WeBroad ~~source~~fare adiscounting ~~significant~~may ~~portion~~have ~~of our fuel from refining resources located in~~ the ~~southeast~~effect ~~United~~of ~~States,~~diluting ~~particularly facilities adjacent to~~ the ~~Gulf~~profitability of ~~Mexico.~~revenues ~~Gulf~~of ~~Coast~~high-cost ~~fuel~~legacy ~~is subject to volatility and supply disruptions~~carriers, ~~particularly~~but inthese ~~hurricane~~base ~~season~~fares ~~when refinery shutdowns~~ have ~~occurred,~~allowed ornetwork ~~when~~carriers ~~the~~to ~~threat~~continue ofoffering ~~weather-related disruptions has caused Gulf Coast fuel~~ prices competitive to ~~spike~~those ~~above~~of ~~other~~low-cost ~~regional~~carriers ~~sources.~~on ~~Our~~some ~~fuel~~flights ~~hedging~~or ~~practices are dependent upon many factors~~routes, ~~including~~while ~~our~~maintaining ~~assessment~~higher ofpricing ~~market conditions for fuel, our access~~ to ~~the~~their ~~capital~~traditional ~~necessary~~constituencies ~~to support margin requirements, the pricing~~ of ~~hedges~~corporate and ~~other~~less ~~derivative~~price-sensitive ~~products~~travelers. inMoreover, the ~~market,~~massive ~~our~~scale ~~overall appetite for risk~~ and ~~applicable~~network ~~regulatory~~reach ~~policies. As~~ of ~~December 31,~~legacy ~~2024,~~network wecarriers ~~had~~provides noan ~~outstanding~~inherent ~~jet~~advantage ~~fuel~~for ~~derivatives~~their ~~and~~loyalty wereward ~~have~~programs, ~~not~~which ~~engaged~~represent ina ~~fuel~~material ~~derivative~~portion ~~activity since 2015. The cost and future availability~~ of ~~jet~~revenues ~~fuel~~in ~~cannot~~profitability ~~be predicted with any degree~~ of ~~certainty~~those carriers.

67Seasonality and Volatility. Our results of operations for any interim period are not necessarily indicative of those for the entire year because the air transportation business is subject to significant seasonal fluctuations. Our business is subject to significant seasonal fluctuations particularly around summertime and peak holiday periods.

~~Labor.~~ The ~~airline~~air ~~industry~~transportation business is ~~heavily~~also ~~unionized.~~volatile ~~The wages, benefits~~ and ~~work~~highly ~~rules~~affected ofby ~~unionized~~economic ~~airline~~cycles ~~industry~~and ~~employees are determined by CBAs~~trends. ~~Relations~~Consumer ~~between~~confidence ~~air carriers~~ and ~~labor~~discretionary ~~unions~~spending, infear ~~the~~of ~~United~~terrorism ~~States~~or ~~are~~war, ~~governed~~weakening byeconomic ~~the~~conditions, ~~RLA.~~fare ~~Under the RLA~~initiatives, ~~CBAs~~fluctuations ~~generally~~in ~~contain~~fuel ~~“amendable~~prices, ~~dates”~~labor ~~rather than expiration dates~~actions, ~~subject~~changes toin ~~standard~~governmental ~~early~~regulations ~~opener~~on ~~provisions,~~taxes and ~~the~~fees, ~~RLA~~weather, ~~requires~~outbreaks ~~that~~of apandemic ~~carrier~~or ~~maintain~~contagious ~~the~~diseases ~~existing terms~~ and ~~conditions~~other offactors ~~employment~~have ~~following~~resulted ~~the~~in ~~amendable~~significant ~~date~~fluctuations ~~through~~in arevenues ~~multi-stage~~ and ~~usually~~results ~~lengthy series~~ of ~~bargaining~~operations ~~processes~~in ~~overseen by~~ the ~~NMB~~past. ~~This~~Finally, ~~process~~a ~~continues~~significant ~~until~~portion ~~either~~of ~~the~~our ~~parties~~operations ~~have~~are ~~reached~~concentrated ~~agreement~~in onmarkets asuch ~~new~~as ~~CBA~~South Florida, or the ~~parties~~Caribbean, ~~have~~Latin ~~been~~America ~~released~~and tothe ~~“self-help”~~Northeast byand ~~the~~northern ~~NMB.~~Midwest Inregions ~~most~~of ~~circumstances,~~ the ~~RLA~~United ~~prohibits strikes; however~~States, ~~after~~which ~~release by the NMB, carriers and unions~~ are ~~free~~particularly vulnerable to ~~engage~~weather, inairport ~~self-help~~traffic ~~measures~~constraints ~~such as strikes~~ and ~~lockouts~~other delays.

WeAircraft ~~have~~Fuel. ~~six~~Fuel ~~union-represented~~costs ~~employee~~represent ~~groups~~one ~~comprising approximately 84%~~ of our ~~employees~~largest atoperating ~~December 31~~expenses, ~~2024~~as they do for most airlines. ~~Our~~Fuel ~~pilots~~costs ~~are~~have ~~represented~~been bysubject ~~the~~to ~~Air~~wide ~~Line~~price ~~Pilots~~fluctuations ~~Association,~~in ~~International,~~recent oryears. ~~ALPA,~~Fuel ~~our~~availability ~~flight~~and ~~attendants~~pricing are ~~represented~~also bysubject ~~the~~to ~~Association~~refining ofcapacity, ~~Flight~~periods ~~Attendants,~~of ormarket ~~AFA-CWA~~surplus, ~~our~~and ~~dispatchers~~shortage ~~are~~and ~~represented~~demand byfor ~~the~~heating ~~Professional~~oil, ~~Airline~~gasoline ~~Flight~~and ~~Control~~other ~~Association~~petroleum products, oras ~~PAFCA~~well as meteorological, ~~our~~economic ~~ramp~~and ~~service~~political ~~agents~~factors ~~are~~and ~~represented~~events byoccurring throughout the ~~International~~world, ~~Association~~which ofwe ~~Machinists~~can ~~and~~neither ~~Aerospace~~control ~~Workers,~~nor oraccurately ~~IAMAW,~~predict. We source a significant portion of our ~~passenger~~fuel ~~service~~from ~~agents~~refining ~~are~~resources ~~represented~~located byin the ~~Transport~~southeast ~~Workers~~United ~~Union~~States, orparticularly ~~TWU~~facilities ~~and~~adjacent ~~our~~to ~~aircraft~~the ~~maintenance~~Gulf ~~technicians~~of ~~are~~Mexico. ~~represented~~Gulf byCoast ~~the~~fuel ~~Aircraft~~is ~~Mechanics~~subject ~~Fraternal~~to ~~Association~~volatility and supply disruptions, particularly in hurricane season when refinery shutdowns have occurred, or ~~AMFA.~~when ~~Conflicts~~the ~~between~~threat ~~airlines~~of ~~and~~weather-related ~~their~~disruptions ~~unions~~has ~~can~~caused ~~lead~~Gulf Coast fuel prices to ~~work~~spike ~~slowdowns~~above orother ~~stoppages~~regional sources. The cost and future availability of jet fuel cannot be predicted with any degree of certainty.

~~During~~Labor. ~~the~~The ~~fourth~~airline ~~quarter~~industry ofis ~~2022,~~heavily weunionized. ~~reached~~The anwages, ~~agreement~~benefits ~~with~~and ~~ALPA~~work ~~for~~rules aof ~~new~~unionized ~~two-year~~airline ~~agreement,~~industry ~~which~~employees ~~was~~are ~~ratified~~determined by ~~ALPA~~collective ~~members~~bargaining onagreements ~~January 10, 2023~~("CBAs"). ~~The~~Relations ~~ratified~~between ~~agreement~~air ~~included~~carriers ~~increased~~and ~~pay~~labor ~~rates~~unions ~~and~~in ~~other~~the ~~enhanced~~United ~~benefits~~States are governed by the United States Railway Labor Act ("RLA"). InUnder ~~March~~the ~~2024~~RLA, ~~ALPA~~CBAs ~~provided~~generally ~~notice~~contain “amendable dates” rather than expiration dates, subject to usstandard early opener provisions, and the RLA requires that ita ~~intended~~carrier tomaintain ~~amend~~the ~~its~~existing terms and conditions of employment following the amendable date through a multi-stage and usually lengthy series of bargaining processes overseen by the National Mediation Board ("NMB"). This process continues until either the parties have reached agreement on a new CBA, ~~with~~or ~~its~~the ~~pilots~~parties have been released to “self-help” by the NMB. In ~~July~~most ~~2024~~circumstances, the ~~parties~~RLA ~~began~~prohibits ~~negotiations~~strikes; however, ~~and~~after ~~those~~release ~~discussions~~by the NMB, carriers and unions are ~~ongoing~~free to engage in self-help measures such as strikes and lockouts.

InWe ~~February~~have ~~2021,~~six weunion-represented ~~entered~~employee ~~into~~groups acomprising ~~Letter~~approximately 81% of ~~Agreement~~our ~~with~~employees ~~the~~at ~~AFA-CWA~~December 31, to2025. ~~change~~Our ~~the~~pilots ~~amendable~~are ~~date~~represented ofby the ~~collective~~Air ~~bargaining~~Line ~~agreement~~Pilots ~~from~~Association, ~~May 4~~International, ~~2021~~or ~~to September 1~~ALPA, ~~2021.~~our ~~All~~flight ~~other~~attendants ~~terms~~are ofrepresented ~~the~~by ~~collective bargaining agreement remained~~ the ~~same.~~Association Inof ~~June~~Flight ~~2021~~Attendants, ~~the~~or AFA-CWA, ~~notified~~our ~~us,~~dispatchers asare ~~required~~represented by the ~~RLA~~Professional Airline Flight Control Association, ~~that~~or itPAFCA, ~~intended~~our toramp ~~submit~~service ~~proposed~~agents ~~changes~~are torepresented by the ~~collective~~International ~~bargaining~~Association ~~agreement~~of ~~covering~~Machinists ~~our~~and ~~flight~~Aerospace ~~attendants.~~Workers, Weor ~~commenced~~IAMAW, ~~negotiations~~our ~~with~~passenger ~~the~~service ~~AFA-CWA~~agents onare ~~September~~represented ~~27,~~by ~~2021.~~the InTransport ~~February~~Workers ~~2023~~Union, weor ~~reached~~TWU anand ~~agreement with~~ our ~~flight~~aircraft ~~attendants~~maintenance ~~which~~technicians ~~was~~are ~~ratified~~represented by the ~~flight~~Aircraft ~~attendants~~Mechanics onFraternal ~~April 13~~Association, ~~2023~~or ~~and~~AMFA. ~~becomes~~Conflicts ~~amendable~~between inairlines ~~January~~and ~~2026.~~their ~~The~~unions ~~ratified~~can ~~agreement~~lead ~~includes~~to ~~increased~~work ~~pay~~slowdowns ~~rates~~or ~~and other enhanced benefits~~stoppages.

~~Our~~If ~~dispatchers~~we are ~~represented~~unable byto ~~the~~reach ~~PAFCA. In October 2018, we reached a tentative~~ agreement with ~~PAFCA~~any ~~for~~of aour ~~new~~unionized ~~five-year~~work ~~agreement,~~groups ~~which~~in ~~was~~current ~~ratified~~or byfuture ~~the~~negotiations ~~PAFCA~~regarding ~~members~~the interms ~~October~~of ~~2018.~~their ~~In May 2023~~CBAs, ~~PAFCA~~we ~~provided~~may ~~notice~~be ~~that~~subject ~~it intended~~ to ~~amend~~work ~~its~~interruptions ~~Collective~~or ~~Bargaining~~stoppages, ~~Agreement~~such ~~with~~as ~~our~~the ~~dispatchers.~~strike ~~The~~by ~~parties~~our ~~began~~pilots ~~negotiating~~in ~~changes~~June ~~to the CBA on July 12, 2023~~2010. InA ~~February~~strike ~~2024,~~or ~~PAFCA~~other ~~filed~~significant ~~for~~labor ~~mediation~~dispute with ~~the~~our ~~NMB.~~unionized Inemployees ~~April~~is ~~2024,~~likely ~~the~~to ~~parties~~adversely ~~began~~affect ~~negotiations~~our ~~with~~ability ato ~~mediator~~conduct business. InAny ~~July~~agreement ~~2024,~~ we ~~reached~~do anreach ~~agreement~~could ~~with~~increase ~~PAFCA~~our ~~for~~labor aand ~~new~~related ~~two-year~~expenses ~~agreement,~~and ~~which~~prevent ~~was~~us ~~ratified~~from byimplementing ~~PAFCA~~strategic ~~members~~changes onto ~~August~~optimize ~~10,~~our ~~2024~~business. ~~The ratified agreement includes increased pay rates.~~

InAs ~~June~~a ~~2018~~result of the 2025 Chapter 11 Bankruptcy Proceedings, ~~our~~we ~~passenger~~engaged ~~service~~in ~~agents~~concessionary ~~voted~~negotiations towith beboth ~~represented~~ALPA byand ~~the~~AFA-CWA. ~~TWU~~On November 6, ~~but~~2025, ~~the~~we ~~representation~~reached ~~only~~agreements ~~applies~~in toprinciple ~~our~~with ~~Fort~~each ~~Lauderdale~~of ~~station~~the ~~where~~two weunions. ~~have~~These ~~direct~~agreements ~~employees~~were inratified ~~the~~by ~~passenger~~union ~~service~~members ~~classification.~~in WeDecember ~~began~~2025, ~~meeting~~approved ~~with~~by the ~~TWU~~Bankruptcy incourt ~~late~~on ~~October~~December 29, ~~2018~~2025, toand ~~negotiate~~are anamendable ~~initial~~in ~~collective~~January ~~bargaining~~2028. Under the pilot agreement., ~~During~~hourly ~~February~~pay ~~2022~~will be reduced by 8% effective January 1, we2026, ~~reached~~and aemployer ~~tentative~~401(k) ~~agreement~~contributions ~~with~~will ~~the~~be ~~TWU~~reduced from 16% to 8% for 2026 and 2027. ~~Our~~The ~~passenger~~flight ~~service~~attendant ~~agents~~agreement ~~ratified~~includes a reduction in incentive overtime pay and the ~~five-year~~elimination ~~agreement~~of onground ~~February~~holding ~~21,~~pay ~~2022~~in certain circumstances.

InOur ~~August~~dispatchers ~~2022,~~are ~~our AMTs voted to be~~ represented by ~~AMFA~~the ~~as their collective bargaining agent~~PAFCA. In ~~November~~May ~~2022~~2023, ~~AMFA~~PAFCA ~~notified~~provided usnotice ofthat ~~its~~it ~~intent~~intended to ~~negotiate~~amend aits ~~CBA~~Collective ~~and~~Bargaining ~~began~~Agreement ~~negotiations~~with our dispatchers. In ~~October~~July ~~2023~~2024, ~~AMFA~~we ~~filed~~reached ~~for~~an ~~mediation~~agreement with ~~the~~PAFCA ~~NMB.~~for Ina ~~May~~new ~~2024~~two-year agreement, ~~the~~which ~~parties~~was ~~began~~ratified ~~negotiations~~by ~~with~~PAFCA amembers ~~NMB~~on ~~mediation~~August 10, 2024 and ~~those~~becomes ~~discussions~~amendable ~~are~~in ~~ongoing~~August 2026. AsThe ofratified ~~December 31,~~agreement ~~2024,~~includes weincreased ~~had~~pay ~~approximately 640 AMTs~~rates.

Our ramp service agents are represented by IAMAW. Representation only applies to our Fort Lauderdale station where we have direct employees in the ramp service agent classification. In February 2020, the IAMAW notified us, as required by the RLA, that it intended to submit proposed changes to the collective bargaining agreement covering our ramp service agents which became amendable in June 2020. On September 28, 2021, we filed an “Application for Mediation Services” with the NMB. On October 16, 2021, we reached a tentative agreement with the IAMAW with the assistance of the NMB. Our ramp service agents ratified the five-year agreement in November 2021, which becomes amendable in November 2026.

Our passenger service agents are represented by the TWU, but the representation only applies to our Fort Lauderdale station where we have direct employees in the passenger service classification. We began meeting with the TWU in late October 2018 to negotiate an initial collective bargaining agreement. During February 2022, we reached a tentative agreement with the TWU. Our passenger service agents ratified the five-year agreement on February 21, 2022, which becomes amendable in February 2027.

2023, AMFA filed for mediation with the NMB. In May 2024, the parties began negotiations with a NMB mediation, and those discussions are ongoing. As of December 31, 2025, we had approximately 455 AMTs.

We believe our CBAs provide us with competitive labor costs compared to other U.S.-based low-cost carriers. If we are unable to reach agreement with any of our unionized work groups in current or future negotiations regarding the terms of their CBAs, we may be subject to work interruptions or stoppages, such as the strike by our pilots in June 2010. A strike or other significant labor dispute with our unionized employees is likely to adversely affect our ability to conduct business. Any agreement we do reach could increase our labor and related expenses.

In 2010, the Patient Protection and Affordable Care Act was passed into law. This law may be repealed in its entirety or certain aspects may be changed or replaced. If the law is repealed or modified or if new legislation is passed, such action could potentially increase our operating costs, with healthcare costs increasing at a higher rate than our employee headcount.

Maintenance Expense. The amount of total maintenance costs and related amortization of heavy maintenance (included in depreciation and amortization expense) is subject to many variables such as future utilization rates, average stage length, the interval between heavy maintenance events, the size and makeup of the fleet in future periods and the level of unscheduled maintenance events and their actual costs. Accordingly, we cannot reliably quantify future maintenance expenses for any significant period of time.

As a result of a majority of our fleet being acquired over a relatively short period of time, heavy maintenance scheduled on certain aircraft will overlap, meaning we will incur our most expensive scheduled maintenance obligations on certain aircraft at roughly the same time. These more significant maintenance activities will result in out-of-service periods during which our aircraft will be dedicated to maintenance activities and unavailable to fly revenue service. When accounting for maintenance expense under the deferral method, heavy maintenance is amortized over the shorter of either the remaining lease term or the next estimated heavy maintenance event. As a result, deferred maintenance events occurring closer to the end of the lease term will generally have shorter amortization periods than those occurring earlier in the lease term. This will create higher depreciation and amortization expense specific to any aircraft related to heavy maintenance during the final years of the lease as compared to earlier periods.

Tariffs. The current U.S. Administration is in the process of expanding the scope of tariffs and significantly increasing the rates on goods imported into the United States. In response, foreign governments have imposed, and are expected to impose, retaliatory tariff measures against the United States. Any tariffs are expected to increase expenses and may have an impact on demand.

These or additional changes in U.S. or international trade policies, along with continued uncertainty surrounding such policies, could lead to further weakened business conditions for the transportation industry, which may adversely impact our

operations through increased supply chain challenges, commodity price volatility and a decline in discretionary spending and consumer confidence, among others. We continue to monitor the situation.

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities at the date of our consolidated financial statements. For a detailed discussion of our significant accounting policies, refer to “Notes to Consolidated Financial Statements—1. Summary of Significant Accounting Policies.”

Critical accounting policies are defined as those policies that reflect significant judgments or estimates about matters both inherently uncertain and material to our financial condition or results of operations.

~~Measurement~~Fresh ofStart ~~Asset~~Accounting- ~~Impairments.~~Valuation Weof ~~record~~Aircraft ~~impairment~~and ~~charges~~Engines. onAs ~~long-lived~~described ~~assets used~~ in “Notes ~~operations~~to ~~when~~Consolidated ~~events~~Financial ~~and~~Statements—5. ~~circumstances~~Fresh ~~indicate~~Start ~~that~~Accounting- ~~the~~2024 ~~assets~~Bankruptcy”, ~~may~~we beemerged ~~impaired,~~from the ~~undiscounted~~2024 ~~future~~Bankruptcy ~~cash~~on ~~flows~~March ~~estimated~~12, to2025. beAt ~~generated by those assets are less than~~ the ~~carrying~~Emergence ~~amount~~Date, ofwe ~~those~~qualified ~~assets,~~for and ~~the~~applied ~~net~~fresh ~~book~~start ~~value~~accounting ofin ~~the~~accordance ~~assets~~with ~~exceeds~~ASC ~~their~~852, ~~estimated~~Reorganizations, ~~fair value. Factors~~ which ~~could~~required beus ~~indicators of impairment include but are not limited~~ to ~~(1)~~remeasure aour ~~decision to permanently remove flight equipment or other long-lived~~ assets ~~from~~and ~~operations,~~liabilities ~~(2)~~at ~~significant~~fair ~~changes~~value in ~~the~~accordance ~~estimated~~with ~~useful~~ASC ~~life~~805, ~~(3)~~Business ~~significant~~Combinations ~~changes in projected cash flows, (4) permanent~~ and ~~significant~~ASC ~~declines in related fair values and (5) changes to the regulatory environment. If an impairment indicator is identified~~820, weFair ~~conduct~~Value ~~a recoverability analysis~~Measurements. InWith ~~performing~~ the ~~analysis,~~application weof ~~use~~fresh ~~certain~~start ~~assumptions,~~accounting ~~including, but not limited~~ to: ~~(i) estimated fair value of~~ the ~~assets;~~Successor ~~and (ii) estimated~~Period, ~~undiscounted~~we ~~future~~allocated ~~cash~~our ~~flows~~reorganization ~~expected~~value to beour ~~generated~~individual ~~by these~~ assets, ~~which~~and ~~are~~liabilities based on ~~additional~~their ~~assumptions such as asset utilization, length of service the asset will be used in our operations and~~ estimated ~~salvage values. Depending on the results of the recoverability analysis, an impairment loss is measured as the difference between the asset's carrying value and its~~ fair value.

WeAll ~~have~~estimates, ~~determined that indicators of potential impairment~~assumptions, ~~including~~valuations ~~negative cash flows~~ and ~~our~~financial ~~bankruptcy~~projections ~~filing~~related ~~during~~to ~~the~~fresh ~~fourth~~start ~~quarter of 2024~~accounting, ~~were~~including ~~present~~the asfair ofvalue ~~December 31,~~adjustments ~~2024.~~and ~~These~~the ~~indicators~~enterprise ~~prompted~~value usand toequity ~~perform~~value aprojections, ~~recoverability~~are ~~analysis~~inherently onsubject ~~our assets~~ to ~~assess~~significant ~~whether~~uncertainties ~~any~~and ~~impairment losses should be recognized. In estimating~~ the ~~undiscounted~~resolution ~~future~~of ~~cash~~contingencies ~~flows,~~beyond weour ~~use~~control. ~~certain assumptions~~Accordingly, ~~including,~~no ~~but~~assurances ~~not~~can ~~limited~~be ~~to,~~provided that the ~~estimated~~estimates, ~~undiscounted future cash flows expected to be generated by these assets~~assumptions, ~~estimates~~valuations ofor ~~length~~financial ofprojections ~~service the asset~~ will be ~~used in our operations and estimated salvage values. We assessed whether any impairment of our long-lived assets existed as of December 31~~realized, ~~2024~~ and ~~have~~actual ~~determined~~results ~~that~~could ~~the~~vary ~~assets are recoverable~~materially. ~~Our~~For ~~assumptions~~information about ~~future~~the ~~conditions~~use ~~important to our assessment~~ of ~~potential~~estimates ~~impairment~~relating ofto ~~our~~fresh ~~long-lived~~start ~~assets~~accounting, ~~are~~refer ~~subject~~ to ~~uncertainty,~~“Notes ~~and we will continue~~ to ~~monitor~~Consolidated ~~these~~Financial ~~conditions~~Statements—5. inFresh ~~future~~Start ~~periods~~Accounting- as2024 ~~new information becomes available and we will update our analyses accordingly~~Bankruptcy.”

The valuation of our aircraft and engines required the use of significant judgment and assumptions. The aircraft and engines were valued as of the Emergence Date, using a market approach. Multiple third-party valuation resources (including appraisals of specific aircraft/engines) were consulted and relied upon for estimates of recent half-life and maintenance adjusted ranges for all of the aircraft and engines. Our application of fresh start accounting was complex due to the estimation uncertainty in determining the fair value of aircraft and engines. The estimation uncertainty was primarily due to selecting an appropriate valuation methodology and evaluating the range of market data available for identical or similar assets, including maintenance adjusted values for aircraft and engines.

Results of Operations

During the Successor Period, we generated operating revenues of $3,041.4 million and recorded an operating loss of $481.5 million, resulting in a negative operating margin of 15.8%. We also reported a net loss of $2,832.7 million for the period. During the Current Predecessor Period, we generated operating revenues of $755.4 million and recorded an operating loss of $287.2 million, resulting in a negative operating margin of 38.0%. Net income for the Current Predecessor Period totaled $72.2 million. In 2024, we generated operating revenues of $4,913.4 million and had an operating loss of $1,105.4 million, resulting in a negative operating margin of 22.5% and a net loss of $1,229.5 million. InThe ~~2023,~~decrease wein ~~generated~~ operating revenues, year over year, is primarily due to a decrease in capacity of 24.7% and a 4.0 pts decrease in load factor, partially offset by an increase in average yield of 7.7%, year over year. Operating expenses decreased compared to the prior year period, primarily due to lower aircraft fuel expense driven by a 25.8% reduction in fuel gallons consumed and a 9.0% decrease in fuel price per gallon, a net gain on the disposal of assets in the current period compared to a net loss on the disposal of assets in the prior year period, and a decrease in expense related to a decrease in flight volume, including salaries, wages and benefits and other operating expenses.

69In 2025, during the combined Successor Period and Current Predecessor period, ASMs decreased by 24.7% compared to the prior year period. The reduction in capacity was primarily driven by a lower number of aircraft available for service due to GTF engine issues, previously grounded aircraft held for sale, and other strategic initiatives, including reductions in flying on off-peak travel days to better align capacity with market demand.

$5,362.5 million and had an operating loss of $495.8 million, resulting in a negative operating margin of 9.2% and a net loss of $447.5 million. The decrease in operating revenues, year over year, is primarily due to a decrease in traffic of 3.5%, year over year, as well as a decrease in average yield of 5.1%, year over year. Increased loss on disposal of assets, aircraft rent expense, salaries, wages and benefits expense and landing fees and other rents expense compared to the prior year period, primarily contributed to higher operating expenses. These increases we partially offset by a decrease in aircraft fuel expense primarily due to a 13.0% decrease in fuel price per gallon and a 6.8% decrease in fuel gallons consumed.73

As of December 31, ~~2024~~2025, our cash and cash equivalents was $~~902~~273.10 million, ana ~~increase~~decrease of $~~36<~~

Filing Compare · Spirit Aviation Holdings, Inc.