TABLE OF CONTENTS

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors and Management

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

Executive Officers

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

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

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

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

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

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

Directors

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

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

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

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

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

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

Board Responsibilities; Risk Oversight

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

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

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

Leadership Structure

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

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

Board Committee Independence Standards

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

Audit and Risk Management Committee

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

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

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Compensation Committee

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

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

Nominating and Corporate Governance Committee

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

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

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

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ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

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

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

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

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

Our NEOs for fiscal year 2025 were as follows:

Executive Compensation Philosophy

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

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

Our executive compensation philosophy is based on the following principles:

Key Executive Compensation Practices

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

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Determination of Executive Compensation

Role of the Compensation Committee and Management in Compensation Decisions

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

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

Role of Compensation Consultants and Other Advisors

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

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

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

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Setting Executive Compensation: Comparative Compensation Market Data and Peer Group

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

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

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

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

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Elements of Executive Compensation Program

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

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

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

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

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

Overview

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

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

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Performance Metrics

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

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

2025 STI Plan Payouts

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

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

1H-2025 STI performance

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

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

3. Long-Term Incentives.

Overview

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

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

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

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

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Restricted Stock Units (RSUs)

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

Performance Stock Units (PSUs)

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

Performance Cash Awards

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

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Adoption of the 2025 Incentive Award Plan

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

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

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

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

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

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In addition, we also provide:

Additional Compensation Information

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Compensation Risk Assessment

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

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

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

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

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

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

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COMPENSATION TABLES

Summary Compensation Table

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

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Grants of Plan-Based Awards in 2025

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

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

Employment Agreements and Offer Letters

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

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

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

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

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

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

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

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

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

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

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Restrictive Covenants

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

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

Equity Incentive Plan Awards

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

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

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Outstanding Equity Awards at Fiscal Year-End 2025

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

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Stock Vested in 2025

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

Pension Benefits

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

Nonqualified Deferred Compensation

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

Potential Payments upon Termination or Change in Control

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

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

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2025 Non-Employee Director Compensation Program

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

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

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

Chair of the Board: $100,000

Vice Chair of the Board: $75,000

Audit Committee Chair: $25,000

Audit Committee Member: $15,000

Compensation Committee Chair: $20,000

Compensation Committee Member: $10,000

Nominations & Governance Chair: $20,000

Nominations & Governance Member: $10,000

Strategy & Finance Committee Chair: $20,000

Strategy & Finance Committee Member: $10,000

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

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

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

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

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

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

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CEO Pay Ratio Disclosure

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

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

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

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

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

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

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Equity Compensation Plan Information

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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

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

Indemnification

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

Registration Rights Agreement

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

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Independence of the Board of Directors

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

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

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

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

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

Pre-Approval Policies and Procedures

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

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

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

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3. Exhibits:

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

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