STOCK TITAN

Spirit Aviation (FLYY) maps smaller 76-jet EmergeCo and warns on equity risk

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Spirit Aviation Holdings, Inc. outlines a Chapter 11 restructuring anchored by a Restructuring Support Agreement with holders of 74.6% of New Money DIP loans, 71.8% of Roll-Up DIP loans and 60.0% of certain prepetition secured notes. The deal is expected to be implemented through a court-approved plan of reorganization and includes milestones that, if missed, allow key lenders to terminate their support.

Spirit also entered a detailed engine restructuring term sheet with International Aero Engines, providing up to $140,000,000 in maintenance credits and settling invoices with roughly $13 million of cash, while significantly reducing fleet obligations and cancelling 52 aircraft plus 36 transfers. Management’s “EmergeCo” plan shrinks the fleet to 76 aircraft by mid‑August 2026, targets 2026 adjusted EBITDAR of $456 million and 2027 adjusted EBITDAR of $598 million, and projects moving from a 2026 net loss of $111 million to 2027 net income of $55 million. The company explicitly warns that common shareholders may face a significant or complete loss of their investment depending on Chapter 11 outcomes.

Positive

  • None.

Negative

  • Common equity at high risk of wipeout: The company warns that trading in its stock is highly speculative and that holders of common shares could experience a significant or complete loss of their investment depending on Chapter 11 outcomes.
  • Ongoing Chapter 11 and heavy leverage: Spirit remains in bankruptcy with substantial secured obligations and provides illustrative liquidation and wind‑down scenarios, underscoring the risk that creditor recoveries, not equity value, drive the outcome.

Insights

Spirit sets lender-backed Chapter 11 plan but flags severe equity risk.

Spirit Aviation now has a Restructuring Support Agreement with large majorities of its DIP lenders and key secured noteholders, giving a clearer path to a Chapter 11 plan. The attached business plan shows a smaller 76‑aircraft carrier targeting higher margins and substantial cost takeout.

The IAE engine deal, with up to $140,000,000 in credits and waived liquidated damages, materially eases maintenance and fleet burdens while enabling cancellations of dozens of aircraft. Forecast adjusted EBITDAR of $456 million in 2026 and $598 million in 2027 underpins new secured debt and recovery analyses for DIP and other creditors.

Still, the capital structure remains highly levered and the filing includes illustrative liquidation and wind‑down scenarios, highlighting downside risk. Spirit explicitly cautions that common stock trading is highly speculative and that shareholders could suffer a significant or complete loss, so ultimate value distribution will depend on Bankruptcy Court approval and final plan terms.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Chapter 11 restructuring steps did Spirit Aviation (FLYY) disclose in this 8-K?

Spirit Aviation entered a Restructuring Support Agreement with major DIP lenders and certain secured noteholders to implement a Chapter 11 plan. The agreement sets milestones for court approvals and contemplated transactions, and can be terminated by key creditors if deadlines or fiduciary obligations are not met.

How will Spirit Aviation’s fleet change under the EmergeCo plan described for FLYY?

Spirit plans to shrink to a 76-aircraft fleet by mid-August 2026, rejecting or selling higher-cost aircraft. The smaller operation focuses on profitable markets, reduces aircraft debt and lease obligations, and is intended to lower cash needs while improving operating margins over time.

What is the impact of Spirit Aviation’s engine restructuring term sheet with IAE on FLYY?

The IAE term sheet provides up to $140 million in credits and waives certain liquidated damages tied to cancelled and transferred aircraft. Spirit will make about $13 million of cash payments, restructure engine support and leases, and receive significant maintenance and credit support through 2027.

What financial performance does Spirit Aviation project for 2026 and 2027 in this 8-K?

Spirit forecasts 2026 net income of a $111 million loss with adjusted EBITDAR of $456 million. For 2027, it projects net income of $55 million and adjusted EBITDAR of $598 million, assuming successful execution of cost reductions and the 76-aircraft EmergeCo business plan.

How does the Chapter 11 process affect Spirit Aviation (FLYY) common shareholders?

Spirit cautions that common stock trading is highly speculative while it operates under Chapter 11. The company states that holders of common stock may experience a significant or complete loss on their investment, with actual recovery depending on the final court-approved plan of reorganization.

What liquidity and cash flow outlook does Spirit Aviation provide during its restructuring?

Spirit includes detailed cash flow and liquidity forecasts for 2026 and 2027, showing periods of negative free cash flow offset by asset sales, settlements and cost reductions. The projections underpin scheduled payments to DIP lenders and support the feasibility of the proposed emergence capital structure.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

____________________________

 

FORM 8-K

____________________________

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 17, 2025

 

____________________________

 

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

 

____________________________

 

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

 

1731 Radiant Drive
Dania Beach, Florida 33004
(Address of principal executive offices, including zip code)

 

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

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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

 

 

 

 

Explanatory Note

 

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

 

Item 1.01     Entry into a Material Definitive Agreement.

 

Restructuring Support Agreement

 

On March 13, 2026, the Debtors entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with certain holders (collectively, the “Consenting DIP Lenders”) of approximately (i) 74.6% of the aggregate principal amount of the new money term loans (the “New Money DIP Loans”) issued under that certain Superpriority Secured Priming Debtor-in-Possession Credit Agreement dated as of October 14, 2025 (as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time), by and among Spirit Airlines, LLC, as Borrower, Spirit Aviation Holdings, Inc., as Holdings, the other Debtors party thereto as Guarantors, Wilmington Trust, National Association, as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto (the “DIP Credit Agreement”); (ii) 71.8% of Roll-Up DIP Loans issued under the DIP Credit Agreement; and (iii) 60.0% of the Debtors’ non-rolled up PIK Toggle Senior Secured Notes due 2030 (the “Prepetition Secured Notes and/or Contingent Roll-Up Term Loans”). The transactions contemplated in the Restructuring Support Agreement are expected to be implemented through a proposed plan of reorganization (the “Plan”), a copy of which is attached to the Restructuring Support Agreement as Exhibit A. Capitalized terms not otherwise defined in this Item 1.01 have the meanings given to them in the Restructuring Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.

 

The Restructuring Support Agreement and the Plan provide, in pertinent part, as follows:

 

·Within (2) Business Days of effectiveness of the Restructuring Support Agreement, the Debtors will use an aggregate amount equal to $150 million of Encumbered Cash in the Specified Encumbered Accounts (each as defined in the Final DIP Order) to prepay a principal amount of Term Loans (as defined in the DIP Credit Agreement) and accrued and unpaid interest thereon pursuant to Section 2.05(a) of the DIP Credit Agreement;

 

·Upon the satisfaction of the foregoing prepayment, the Consenting DIP Lenders, constituting Required DIP Lenders, will consent to the Debtors’ use of all cash, funds, investments, and securities from the Encumbered Accounts (as defined in the Final DIP Order) during the effective period of the Restructuring Support Agreement, provided the Debtors maintain at least $239 million in the Encumbered Accounts, which amount shall constitute Encumbered Cash (as defined in the Final DIP Order) and shall not be further used, accessed, or otherwise diminished without the prior written consent of the Required Consenting DIP Lenders (including as described directly below);

 

·At any time on or after the date that is four (4) weeks following effectiveness of the Restructuring Support Agreement, the Debtors may provide a written request to the Consenting DIP Lenders (including  via email to counsel) to use all cash, funds, investments, and securities from the Encumbered Accounts, during the Agreement Effective Period, provided that the Debtors maintain at all times not less than $200 million in the Encumbered Accounts, which amount shall constitute Encumbered Cash (as defined in the Final DIP Order) and shall not be further used, accessed, or otherwise diminished without the prior written consent of the Required Consenting DIP Lenders (as determined  in their sole discretion). The Consenting DIP Lenders, constituting Required DIP Lenders, will be deemed not to have consented to such request unless the Required Consenting DIP Lenders deliver a written response to the Debtors (including via email from counsel) approving such request (as determined in their sole discretion) within two (2) Business Days of receipt thereof. If the Required Consenting DIP Lenders do not timely approve the Debtors’ request, the Restructuring Support Agreement will automatically terminate;

 

 

 

·The Consenting DIP Lenders, constituting Required DIP Lenders, will waive the Debtors’ obligation to comply with the covenants set forth in Sections 6.01(c) and 6.01(f)(B) of the DIP Credit Agreement and agree that they will request update calls under Section 6.19 of the DIP Credit Agreement not more often than once every other week or in the event of a material change in the Debtors’ business;

 

·On the Plan Effective Date, the Debtors will make a payment of $100 million of Encumbered Cash in the Specified Encumbered Accounts (as such terms are defined in the Final DIP Order) to Holders of Allowed New Money DIP Loan Superpriority Claims and/or Allowed Roll-Up DIP Loan Superpriority Claims (subject to and as such terms are defined in the Plan);

 

·On the Plan Effective Date, the Company (as reorganized, “Reorganized Spirit”) will issue new equity interests, which may include warrants, to certain of its creditors as follows: (a) 100% pro rata to the holders of Roll-Up DIP Loans, subject to dilution on account of the Management Incentive Plan and the Class 5 Settlement Distribution (each as defined in the Plan); and (b) 2%  of new equity interests, which may be issued in the form of warrants, pro rata to holders of Prepetition Secured Notes and/or Contingent Roll-Up Term Loans, subject to dilution on account of the Management Incentive Plan (as defined in the Plan);

 

·On the Plan Effective Date, the reorganized Debtors will issue senior secured loans (the “Exit Secured Loans”), the material terms of which are described in the Exit Secured Loans Facility Term Sheet attached as Exhibit B to the Restructuring Support Agreement, pro rata to holders of Roll-Up DIP Loans;

 

·Distributable Sale Proceeds from the disposition of Specified Assets will be distributed to holders of New Money DIP Loan Superpriority Claims and Roll-Up DIP Loan Superpriority Claims, in accordance with and subject to the Plan (as each such term is defined in the Plan);

 

·On the Plan Effective Date, one or more of the reorganized Debtors will issue, as applicable, either: (a) a $275 million senior secured revolving credit facility (the “Exit Revolving Credit Facility”), the material terms of which will be filed in the Plan Supplement; or (b)(i) a $75 million term loan facility (the “Class 4 Term Loan Facility”), the material terms of which will be filed with the Plan Supplement,  and (ii) a $200 million revolving credit facility (the “Reinstated Revolving Credit Facility”), which shall be on the same terms as the Prepetition Revolving Credit Facility (as defined in the Plan), with only such modifications as are necessary to reflect the issuance of the Class 4 Term Loan Facility;

 

·Discussions with other stakeholders, including lessors and holders of secured aircraft indebtedness, remain ongoing;

 

·All General Unsecured Claims (as defined in the Plan) will be cancelled without any distributions to the holders of such claims; and

 

·All of the Company’s existing common stock and other equity interests will be cancelled without any distributions to the holders of such common stock and other equity interests on account thereof.

 

The Restructuring Support Agreement includes certain milestones for the progress of the Chapter 11 Cases and the Plan, which include the dates by which the Debtors are required to, among other things, obtain certain court orders and consummate the transactions contemplated therein. Failure to meet these milestones allows the Restructuring Support Agreement to be terminated by the Consenting DIP Lenders. In addition, signatories to the Restructuring Support Agreement have the right to terminate the Restructuring Support Agreement under certain circumstances, including if the board of directors of the Company determines in good faith, based on the advice of counsel, that performance under the Restructuring Support Agreement would be inconsistent with its fiduciary duties as set forth therein. The Plan remains subject to Bankruptcy Court approval and the satisfaction of certain conditions precedent. Accordingly, no assurance can be given that the transactions described in the Restructuring Support Agreement or the Plan will be consummated.

 

The foregoing description of the Restructuring Support Agreement does not purport to be complete and is qualified in its entirety by reference to its full text, a copy of which is filed as Exhibit 10.1to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.

 

 

 

Restructuring Term Sheet

 

On December 17, 2025, Spirit Airlines, LLC, as successor to Spirit Airlines, Inc., on behalf of itself, its subsidiaries, and the Company, as debtors and debtors-in-possession (collectively, “Spirit”), entered into a term sheet (the “Term Sheet”) with International Aero Engines, LLC (“IAE LLC”) and IAE International Aero Engines AG (“IAE AG” and, together with IAE LLC, the “IAE Parties”) setting forth the terms of a restructuring of certain existing engine support, purchase, and maintenance agreements, as well as a settlement and release of claims, in connection with the Chapter 11 Cases.

 

The Term Sheet contemplates a significant reduction in Spirit’s fleet obligations. Under the Term Sheet, Spirit agrees to retain in its fleet as of the effective date of the Chapter 11 Cases plan a certain number of A320neo family aircraft (the “Spirit Neo Retained Aircraft”) and A320ceo family aircraft and spare engines. Spirit also has committed to purchase at up to ten new PW1100G-JM spare engines with monthly engine deliveries beginning in 2027. Further, under the Term Sheet, Spirit agrees to enter into short-term leases for certain PW1100G-JM engines previously installed on aircraft the leases for which Spirit has rejected in the Chapter 11 Cases.

 

The IAE Parties have agreed to provide Spirit with significant financial support under the Term Sheet in the form of up to $140,000,000 in credits. Spirit has also agreed to settle outstanding invoices through a combination of credits and a cash payment of approximately $13 million.

 

IAE LLC has agreed to waive certain liquidated damages under the 2021 Neo Agreement in connection with Spirit's cancellation of 52 aircraft and 36 transfer aircraft, and to waive liquidated damages for Spirit’s conversion of seven firm spare engine orders to option spare engines. IAE LLC and IAE AG have further agreed not to require payment for, reprice maintenance services on, or adjust rates relating to, excess removed engines solely to the extent arising from Spirit's fleet reductions as contemplated by the Term Sheet.

 

Spirit has agreed to provide a full and final release in favor of the IAE Parties, releasing claims that have accrued from January 1, 2025 through the effective date relating to PW1100G-JM engines and A320neo family aircraft, the existing engine agreements, and the matters giving rise to the Term Sheet, as well as certain claims that may accrue through September 30, 2027 relating to operational disruptions and loss of use.

 

The foregoing summary is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01     Regulation FD Disclosure.

 

Cleansing Material

 

On November 21, 2025, the Company entered into confidentiality agreements (collectively, the “NDAs”) with certain holders (the “NDA Parties”) of loans issued under the DIP Credit Agreement. Pursuant to the NDAs, the Company provided the NDA Parties with confidential information and agreed to publicly disclose certain information (the “Cleansing Material”) upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is attached to this Current Report on Form 8-K as Exhibit 99.1. The Cleansing Material was prepared by the Company solely to facilitate a discussion with the NDA Parties and was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to the Company. The Cleansing Material should not be regarded as an indication that the Company or any third party considers the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material should not be relied upon as such. The Cleansing Material includes certain values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Material or undertakes any obligation to publicly update the Cleansing Material to reflect circumstances existing after the date when the Cleansing Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Material are shown to be in error.

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

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

 

Cautionary Note Regarding the Chapter 11 Case

 

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

 

 

 

Item 9.01.      Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. 

Description 

10.1 Restructuring Support Agreement, dated as of March 13, 2026, by and among the Company and the Consenting DIP Lenders
10.2 Restructuring Term Sheet, dated December 17, 2025, by and among Spirit, International Aero Engines, LLC and IAE International Aero Engines AG
99.1 Cleansing Material dated March 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

 

SIGNATURES

 

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

 

Date: March 16, 2026 SPIRIT AVIATION HOLDINGS, INC.
   
  By: /s/ Thomas Canfield
  Name: Thomas Canfield
  Title: Executive Vice President and General Counsel

 

 

 

 

Exhibit 99.1

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Project Soar EmergeCo Business Plan March 2026

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Operational Update • Initial results show transformation initiatives have dramatically improved earnings, as Spirit is on track to generate operating margins of (5.6%) for Q1’2026 (1) , compared to an operating margin of (27.1%) during Q1’2025 • Spirit ranked 3 rd among the 10 largest North American carriers for on - time performance (2) and was the most improved domestic airline in the Wall Street Journal’s annual rankings • Initial restructuring objectives largely accomplished (1) Per 76 aircraft business plan, dated 2/2/26. (2) Based on aviation analytics firm Cirium . 1

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision EmergeCo Description – 76 Aircraft Airline • Spirit management has created an alternative near - to - midterm business plan that further reduces the size of the airline by 35 to 40 aircraft. The objective is to minimize cash requirements and free up collateral for monetization • Target fleet is 76 aircraft by mid - August 2026 • Focus will be on TRASM maximizing day - of - week and seasonal flying • Fleet reduction facilitates the sale of 20 HFS A320/321 CEOs and the rejection of up to 18 high cost NEO aircraft • Shift in network size and scheduling approach will drive significant operational change, including G&A reduction • The smaller airline minimizes operating cash requirements, improves margins, and significantly reduces aircraft debt Year - End Aircraft Debt (1) EBITDAR Cash Trough 2026 Metrics $2.3bn $543mm (2) ($410mm) (2) 114 Aircraft Plan $1.4bn $456mm (3) ($87mm) (3) 76 Aircraft Plan (1) Year - end aircraft debt balance is shown as of 12/31/2025. (2) Per 114 aircraft business plan model with actuals through 10/29/25, shared with the DIP Lenders on 11/21/25, adjusted to excl ude certain asset sales assumed to occur prior to emergence on a standalone plan. (3) Per 76 aircraft business plan with actuals through 12/31/25, dated 2/2/26. Adjusted for certain chapter 11 overlays (see cash fl ow forecast page for additional detail). 2

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Transformation Plan Overview Status 2027 $ Contribution Impact Description Initiative Nov - 25 / Aug - 26 $452mm • Eliminate unprofitable flying and redeploy capacity to markets where Spirit has natural strengths • Maximize “variable” scheduling focused on peak period flying, both by day - of - week and seasonal Network Redesign Nov - 25+ $502mm • Shed ~138 owned and leased aircraft, reducing balance sheet debt and lease obligations by $4.3bn • Maximizing mid - life owned A320 and A321 ceos Fleet Plan Nov - 25+ $119mm • Reposition brand to capture capacity share, shifting from solely budget travelers to value - seeking customers Product and Revenue Management Sep - 25+ $374mm • Reduce airport gate rent, advertising spend, overhead, and normalize one - time expenses • Rightsizing workforce to align with reduced operations • Modify third party ground handling and maintenance agreements Competitive Cost Structure $1,447mm Total Opportunity 3

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Liquidity Benefits Status Initiative $150 mm settlement with $10 mm in PDP reimbursements x AerCap Fleet (1) $ 68mm in net benefit from maintenance support payments and reimbursements x Other Lessors $140 mm in maintenance credits through 2027 x Engine OEM Credits Liquidity (2) $30 mm in proceeds for the sale of 2 gates in ORD, close d in December 202 5 (3) , and $30mm in proceeds for the sale of additional gates closed in February 2026 x E xcess Gates $220 - 360mm in potential proceeds (the company is currently running processes to monetize the various other saleable assets and is negotiating terms with counterparties), expected between Q2’26 and Q4’26 In process Various Saleable Assets (1) Fleet initiative liquidity benefits through 2026. (2) Liquidity overview excludes $339mm of DIP proceeds through first 3 draws. (3) Excludes other non - core gates available for sale. 4 Liquidity Initiatives Since Filing

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision 0.42¢ 0.36¢ 0.12¢ 0.38¢ 2025 Baseline 1) Market Removals 2) Capacity Reallocations 3) Schedule Improvements 4) EmergeCo (Est.) 9.00¢ 9.20¢ 9.40¢ 9.60¢ 9.80¢ 10.00¢ 10.20¢ 10.40¢ 10.60¢ 10.80¢ 11.00¢ 2026 Network TRASM Lift by Initiative Network Summary: Initiatives Since August 2025 Filing 9.56 ¢ 9.98 ¢ 10.34 ¢ 10.46 ¢ 10.84 ¢ Key initiatives: 1. Removal of unprofitable flying from the network, in line with initial fleet reductions Permanently removed over 270 underperforming markets (1) from our network in Q4’25, and will continue to tactically adapt to changes in market conditions and competitive environment 2. Reallocation of capacity into areas of strength Focusing on most profitable and defensible areas of the network, maintaining the opportunity to profitably grow them further in 2027+; reducing capacity in fragmented markets with heavy Value presence 3. Optimization of schedule quality and consistency Moving to more consistent and reliable schedules in core markets to improve unit revenues 5 (1) Includes markets exited during 2025 that operated during the previous 24 months.

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision $ 44 $ 24 $ 13 $ 10 $91 Premium Seating Product Simplification Revenue Management Other Projects Total • Expand premium seating inventory • Full fleet anticipated to transition to 8 Spirit First / 42 Premium Economy Configuration • 2026 Value expected to be at least ~$44mm+ due to time to get fleet in full configuration • Simplify product offers to drive ancillary sales • Build Revenue Management infrastructure • 2026 value of $13mm to account for implementation and ramp up time • Includes a new revenue management platform that supports new strategies, a seat buyback and resell program, and a new network that allows for longer term scheduling • Improve merchandising and introduce new products • 2026 value of $10mm to account for implementation and ramp up time • Includes a new bundle and save feature for ancillary options, improved eCommerce tools for personalization and retargeting, disruption insurance, and distribution enhancements on premium bundles 6 Key Drivers

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision 48 20 28 166 118 48 0 50 100 150 200 250 Pre-Restructuring HFS Aircraft Lessor Rejections Pro Forma EmergeCo Owned Leased Pro Forma Fleet Overview 7 Spirit’s pro forma fleet is 37% owned (vs 22% pre - filing) and focused on ceo aircraft

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision In addition to cost reduction initiatives, Spirit expects to reduce its fleet ownership cost by over 65% to $269mm under the EmergeCo Plan (1) C = A + B ( $ in millions ) Total Savings ( 2 ) Estimated Incremental @ 76 lines of flying Estimated @ 114 lines of flying Expense Line Item $ 560 $ 126 $ 434 1 SW&B $ 67 $35 $ 32 2 Landing Fees and Rents $ 65 $ 22 $ 43 Maintenance, 3 Materials and Repairs $ 294 $ 99 $ 195 4 Distribution and Other Operating $ 986 $ 282 $ 704 Total (1) Represents 2025 / 2026 fleet - related cash payments (rent or debt service expense). (2) Excludes cost avoidance initiatives. 8 Cost Reduction Initiatives in 2026 B A

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision C = A + B ( $ in millions ) Total Savings (1) Estimated Incremental @ 76 lines of flying Estimated @ 114 lines of flying Expense Line Item $ 724 $ 311 $ 413 1 SW&B $ 126 $99 $ 27 2 Landing Fees and Rents $ 88 $ 54 $ 34 Maintenance, 3 Materials and Repairs $ 390 $ 208 $ 182 4 Distribution and Other Operating $ 1,328 $ 672 $ 656 Total (1) Excludes cost avoidance initiatives. 9 Cost Reduction Initiatives through 2027 B A

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision ($90) ($1,277) $208 $297 $986 $31 $92 $101 $107 $456 Increase Decrease Total FY’25 to FY’26 EBITDAR Bridge The 2026 business plan sets a $ 986 mm target in cost takeout excluding fuel and fleet savings . ($ in millions) Capacity Reduction FY’25 Adj. EBITDAR Capacity Reduction (Rev Vol) Fuel Expense Cost Reduction Network Redesign PRM Capacity Reduction (TRASM) EmergeCo TRASM Benefit GDP / PPG Other FY’26 Adj. EBITDAR (1) Excludes cost avoidance initiatives. 10

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Projected Operating Performance ($ in millions) Period Ending Q1'26 Q2'26 Q3'26 Q4'26 FY'26 Q1'27 Q2'27 Q3'27 Q4'27 FY'27 Total Revenue $827 $806 $690 $702 $3,024 $621 $659 $649 $750 $2,678 % change (2.5%) (14.4%) 1.7% (11.5%) 6.1% (1.5%) 15.5% (11.4%) Cost of Operations (569) (529) (473) (408) (1,979) (399) (405) (406) (400) (1,610) Aircraft Fuel (196) (174) (153) (126) (649) (121) (126) (131) (126) (504) Aircraft Rent (52) (49) (42) (29) (172) (29) (30) (34) (38) (130) Depreciation and Amortization (56) (53) (51) (49) (209) (51) (54) (57) (55) (217) Total Operating Expenses ($873) ($805) ($719) ($612) ($3,008) ($600) ($614) ($627) ($619) ($2,460) % Operating Margin (5.6%) 0.2% (4.3%) 12.8% 0.5% 3.5% 6.8% 3.4% 17.4% 8.1% Operating Income ($46) $1 ($29) $90 $15 $21 $45 $22 $130 $218 Total Non-Operating Expenses (36) (31) (51) (40) (158) (39) (37) (37) (35) (148) Pre-Tax Income ($83) ($30) ($81) $50 ($143) ($17) $7 ($15) $95 $70 % Pre-Tax Margin (10.0%) (3.7%) (11.7%) 7.2% (4.7%) (2.7%) 1.1% (2.3%) 12.7% 2.6% Net Income ($64) ($23) ($63) $39 ($111) ($13) $6 ($11) $73 $55 % Net Margin (7.7%) (2.9%) (9.1%) 5.5% (3.7%) (2.1%) 0.9% (1.8%) 9.8% 2.0% Adj. EBITDA $10 $54 $22 $138 $224 $73 $98 $78 $186 $435 % Adj. EBITDA Margin 1.2% 6.7% 3.2% 19.7% 7.4% 11.7% 14.9% 12.1% 24.7% 16.2% Adj. EBITDAR $74 $118 $81 $183 $456 $110 $136 $120 $232 $598 % Adj. EBITDA Margin 8.9% 14.7% 11.8% 26.1% 15.1% 17.7% 20.6% 18.5% 30.9% 22.3% Operating Metrics ASMs (000s) 7,914,295 7,181,166 6,247,875 5,288,814 26,632,150 5,197,051 5,333,880 5,457,821 5,543,352 21,532,104 % Change (9.3%) (13.0%) (15.4%) (1.7%) 2.6% 2.3% 1.6% (19.1%) TRASM (incl. Rev Initiatives) 10.44c 11.22c 11.04c 13.27c 11.35c 11.95c 12.35c 11.89c 13.52c 12.44c CASM (excl. Fuel) 8.56c 8.78c 9.06c 9.18c 8.86c 9.22c 9.15c 9.09c 8.89c 9.08c Fuel Cost Per Gallon (economic) $2.32 $2.22 $2.21 $2.19 $2.24 $2.15 $2.14 $2.15 $2.13 $2.14 11

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Pro Forma Capital Structure (1) Subject to dilution for any equity consideration provided to the remaining Prepetition Secured Notes and for MIP. (2) Consist of enhanced equipment trust certificates used to finance or refinance aircraft and, in certain cases, spare engines t hro ugh one of the company's SPEs. (3) EETC aircraft count remains unchanged; reduction is related to scheduled principal paydowns through the course of bankruptcy. (4) Junior to the outstanding pass - through certificates that were previously issued under the 2015 - 1 (Class A) and Series 2017 - 1 (Cl ass AA and Class A) pass through certificates. (5) Includes obligations related to 18 aircraft recorded as failed sale - leaseback transactions. (6) Balance as of July 2026, the illustrative emergence date. (7) Bears interest at 0% unless ultimately determined to be oversecured, then same rate as New Money DIP. (8) PIK for first 3 years. (9) Subject to negotiation, informed by latest view from DIP and RCF Lenders. (10) 11% cash or 12% interest with 8% cash and 4% PIK. At Filing Bankruptcy At Emergence ($ in millions) Maturity Rate Amount Course of Bankruptcy EmergeCo Adjustment At / Pre Emergence Amount (x) 2027E EBITDAR Fixed-rate class A 2015-1 EETC due 2028 ⁽ ² ⁾ Apr-28 4% $224 ($22) ⁽ ³ ⁾ $– $– $202 Fixed-rate class AA 2017-1 EETC due 2030 ⁽ ² ⁾ Feb-30 3% 148 (6) ⁽ ³ ⁾ – – 142 Fixed-rate class A 2017-1 EETC due 2030 ⁽ ² ⁾ Feb-30 4% 49 (2) ⁽ ³ ⁾ – – 47 Fixed-rate class B(R) 2025 EETC due 2030 ⁽ ² ⁾⁽ ⁴ ⁾ 2030 11% 215 (19) ⁽ ³ ⁾ – – 196 Fixed Rate Term Loans due through 2039 ⁽ ⁵ ⁾ 2039 Various 847 (279) (308) – 260 Operating Lease Liabilities N/A N/A 4,659 (3,240) (746) – 673 Aircraft Debt $6,142 ($3,568) ($1,054) $– $1,520 2.5x New Money DIP ⁽ ⁶ ⁾ Jul-26 S + 800 – 384 – (384) – Rollup DIP Jul-26 – ⁽ ⁷ ⁾ – 625 – (625) – Secured Takeback Debt Jul-31 S + 750 ⁽ ⁸ ⁾ – – – 300 300 Total Supersenior Debt $6,142 ($2,559) ($1,054) ($709) $1,820 3.0x $275mm Secured RCF ⁽ ⁹ ⁾ [Nov-30] [S + 325] 275 – – [TBD] [275] Prepetition Notes Mar-30 11% ⁽ ¹⁰ ⁾ 856 (625) – (231) – Total Secured Debt $7,273 ($3,184) ($1,054) ($940) $2,095 3.5x Unsecured Term Loans due in 2031 2031 Various 136 – – (136) – Total Debt $7,409 ($3,184) ($1,054) ($1,076) $2,095 3.5x Unrestricted Cash on Balance Sheet (256) 72 – – (184) Net Debt $7,152 ($3,112) ($1,054) ($1,076) $1,911 3.2x Memo: Spirit 2027E EBITDAR $598 Key Assumptions • Emergence: July 2026 (illustrative and subject to change) • New Money DIP repaid at Emergence • Rollup DIP partially repaid in cash and receives ( i ) secured takeback debt and (ii) [100]% of pro forma equity (1) • Excludes ~$100mm of off - balance sheet maintenance liability 12

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Cash Flow Detail Note: Company provided business plan model with actuals through 12/31/25, dated 2/2/26. Cash flows exclude additional stakeho lde r contributions and other liquidity initiatives being pursued which may have a significant effect on net cash flow. (1) Assumes a total of $98mm of proceeds withheld for maintenance of HFS aircraft (required delivery condition) and professional fee s related to the sale process. Amount highly illustrative and subject to change. 13 Emergence ($ in millions) Jan-26 Feb-26 Mar-26 Apr-26 May-26 Jun-26 Jul-26 Aug-26 Sep-26 Oct-26 Nov-26 Dec-26 Q1'27 Q2'27 Q3'27 Q4'27 Net Operating Cash Flow ($9) $5 $41 ($41) ($8) $25 ($6) ($32) ($6) $55 $60 $49 $76 $85 $70 $213 (+) Other Working Capital (4) (99) (22) (7) (8) (22) (9) (21) (6) (44) (15) (9) (55) (69) (23) (71) (-) CapEx (4) (3) (2) (4) (4) (8) (4) (4) (5) (3) (3) (4) (15) (15) (15) (15) UFCF ($17) ($97) $17 ($51) ($20) ($5) ($19) ($56) ($17) $8 $43 $36 $5 $1 $32 $127 (-) Debt Service (2) (37) (10) (30) (6) (6) (1) (30) (1) (28) (1) (0) (31) (28) (30) (27) LFCF ($19) ($134) $7 ($81) ($26) ($11) ($20) ($87) ($18) ($20) $42 $36 ($25) ($27) $2 $99 (+) Elavon, Lessors, & Engine OEM (19) 27 49 44 (4) 28 38 41 (11) (16) (8) 64 31 10 14 (7) (+) Restructuring - Admin & Labor (3) (2) (3) (2) (2) (3) (45) – (2) – – (3) – – – – (+) Restructuring - Prof. Fees (Illustrative) (17) (13) (23) (23) (15) (14) (24) (15) – – – – – – – – (+) Restructuring - Fleet Timing – – – – – – (28) – – – – – – – – – (+) Asset Sale Expense Reimbursement ⁽ ¹ ⁾ – – – 4 18 37 23 13 2 – – – – – – – Net Cash Flow ($58) ($121) $30 ($58) ($28) $37 ($56) ($48) ($28) ($36) $34 $97 $5 ($17) $17 $92

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Cash Payments to DIP Lenders Timing Amount Payment March 2026 $150mm Initial Paydown at RSA [July] 2026 $100mm Emergence Payment December 2025 / February 2026 ~$60mm Asset Sale: ORD Gates Q2 2026 – Q4 2026 $[220 - 360]mm Other Asset Sales: HFS Aircraft, HQ, and DTW Hangar 14

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Appendix

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Illustrative Recovery Values (1) ($ in thousands) Asset Recovery Estimate (%) Asset Recovery Estimate ($) Illustrative Proceeds Est. Market Val Low High Low High Gross Liquidation Proceeds $3,076,711 70.0% 77.4% $2,152,962 $2,382,323 (-) Total Liquidation Costs ⁽ ² ⁾ (1,577,954) (1,719,619) Net Liquidation Proceeds Available to Creditors $575,007 $662,704 Estimated Claims Claim Recovery Estimate (%) Claim Recovery Estimate ($) Claims Low High Low High Low High DIP Term Loan ⁽ ³ ⁾ 362,647 362,647 100.0% 100.0% 362,647 362,647 DIP Roll Up 625,000 625,000 6.5% 12.7% 40,849 79,544 Exit Secured Notes 231,111 231,111 – – – – Note: Illustrative analysis prepared for discussion purposes only and subject to change. As of February 2026 and does not ref lec t subsequent accruals or paydowns from asset sale proceeds. (1) Recovery values / liquidation proceeds are being considered as part of the exploration of all available paths to maximize val ue. (2) Includes liquidation costs, administrative claims, EETC / bilateral debt paydown, exclusion of certain restricted / carve - out ca sh amounts, and other offsetting payoffs. (3) Includes DIP new money, backstop fee, accrued PIK interest. Net of $30mm of DIP paydown from sale first pair of gates. 16

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Illustrative Sources and Uses and Budget in Hypothetical 2026 Wind Down ($ in millions) Sources: Uses: Receipts Earned Up To Hypothetical Announcement Date $29 Disbursements Incurred Up To Hypothetical Announcement Date ($155) Escrowed Carve-Out Cash 120 Disbursements for Hypothetical Wind-Down Activities (169) Cash Requirement 255 Funding of Certain Employee Administrative Claims under Carve-Out (80) Total Sources $403 Total Uses ($403) Hypothetical Wind-Down Budget (Post Hypothetical Announcement Date): Receipts / Disbursements, less: Escrowed Carve-Out Cash (Up To Hypothetical Announcement Date) ($6) Employee Related Costs (58) Aircraft Related Costs (2) Vendor Related Costs (25) Operational and Preservation Related Costs (12) All Other Related Costs (Board and Governance Fees, etc.) (1) Total Hypothetical Wind-Down Budget ($103) Prof. Fees for Hourly / Monthly - Post Hypothetical Announcement Date (41) Prof. Fees for Transaction / Success Fees - Post Hypothetical Announcement Date (31) Total Hypothetical Wind-Down Budget (Professional Fees Only) ($72) Total Hypothetical Wind-Down Budget (with Professional Fees) ($175) Note : Above amounts are approximate estimates and should be considered for illustrative purposes only. All amounts are subject to on going review and analysis and may be materially revised. 17

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Illustrative Sources and Uses and Budget in Hypothetical 2027 Wind Down ($ in millions) Sources: Uses: Receipts Earned Up To Hypothetical Announcement Date – Disbursements Incurred Up To Hypothetical Announcement Date – Escrowed Carve-Out Cash – Disbursements for Hypothetical Wind-Down Activities (68) Cash Requirement 120 Funding of Certain Employee Administrative Claims under Carve-Out (52) Total Sources $120 Total Uses ($120) Hypothetical Wind-Down Budget (Post Hypothetical Announcement Date): Receipts / Disbursements, less: Escrowed Carve-Out Cash (Up To Hypothetical Announcement Date) – Employee Related Costs (35) Aircraft Related Costs (3) Vendor Related Costs (14) Operational and Preservation Related Costs (7) All Other Related Costs (Board and Governance Fees, etc.) – Total Hypothetical Wind-Down Budget ($59) Prof. Fees for Hourly / Monthly - Post Hypothetical Announcement Date (9) Prof. Fees for Transaction / Success Fees - Post Hypothetical Announcement Date – Total Hypothetical Wind-Down Budget (Professional Fees Only) ($9) Total Hypothetical Wind-Down Budget (with Professional Fees) ($68) Note : Above amounts are approximate estimates and should be considered for illustrative purposes only. All amounts are subject to on going review and analysis and may be materially revised. 18

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision (1) Includes the carve out funds (ranges from ~$80 - 130mm), cash in Encumbered Accounts (ranges from ~$200 - 240mm), and ~$150mm of res tricted cash balance throughout the forecast period; amounts are estimates and subject to change. (2) Includes the carve out funds (~$130mm in actual and in forecast), cash in Encumbered Accounts (~$340mm in actual and ~$290mm in forecast), and restricted cash balance (~$220mm in actual and in forecast). (3) $194mm of forecasted DIP funding reflects the $100mm 4th DIP draw ($97mm net of OID). Given the rolling nature of the forecas t p eriods used in 4 - week variance testing, forecasted DIP funding is overstated due to timing differences across various 13 - week cash flows. Liquidity Forecast ($ in millions) Week Ending: Mar-14 Mar-21 Mar-28 Apr-04 Apr-11 Apr-18 Apr-25 May-02 May-09 May-16 May-23 May-30 Jun-06 Receipts $63 $95 $112 $86 $90 $100 $99 $89 $72 $63 $76 $75 $81 Disbursements (292) (98) (124) (101) (116) (68) (108) (109) (55) (101) (62) (117) (57) Net Cash Flow ($229) ($3) ($11) ($14) ($26) $32 ($9) ($20) $17 ($38) $14 ($41) $24 Ending Cash (excl. DIP) ⁽ ¹ ⁾ $532 $528 $517 $503 $477 $509 $500 $479 $496 $458 $471 $430 $454 (+) DIP Funding – – – – – – – – – – – – – Ending Cash (incl. DIP) ⁽ ¹ ⁾ $532 $528 $517 $503 $477 $509 $500 $479 $496 $458 $471 $430 $454 Near - Term Liquidity Forecast (as of March 12, 2026) ($ in millions) Actual Forecast Variance ($) Variance (%) Week Beginning Feb-08 Feb-08 Feb-08 Feb-08 Week Ending Mar-07 Mar-07 Mar-07 Mar-07 Receipts $320 $307 $13 4.3% Disbursements (386) (515) 129 25.1% – Net Cash Flow ($66) ($208) $142 68.4% – Beginning Cash $826 $800 $26 3.2% Net Cash Flow (66) (208) 142 68.4% Ending Cash (excl. DIP) ⁽ ² ⁾ $761 $593 $168 28.3% (+) DIP Funding – 194 ⁽ ³ ⁾ (194) (100.0%) Ending Cash (incl. DIP) ⁽ ² ⁾ $761 $787 ($26) (3.3%) Variance Report (as of March 12 , 2026) 19

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision (1) Net Accounts Receivable balance as of 1/31 was $95mm. (2) Balances exclude CC, Fuel, VAT, or maintenance, among others. AR Aging Analysis ($ in millions) Days Outstanding 0-30 31-60 61-90 91-120 121+ Total Accounts Receivable Balance ⁽ ² ⁾ $15 $5 $1 $1 $10 $32 Accounts Receivable Aging Analysis (as of March 6 , 2026) (1) 20

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision Fuel Update March 2026

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 Mar-26 Apr-26 May-26 Jun-26 Jul-26 Aug-26 Sep-26 Oct-26 Nov-26 Dec-26 Jan-27 Feb-27 Mar-27 NY Jet Fuel LA Jet Fuel USGC Jet Fuel $5.07 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 $5.50 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Situation Overview • Over the past week, jet fuel prices have surged to levels not seen since the invasion of Ukraine in February 2022 – Current Price: $3.88 (1) per gallon, a 55% increase vs. late February 2026 • While the company is certainly exposed to this rapid rise in fuel costs, there are a number of potentially mitigating factors to consider – Spirit’s short booking helps minimize exposure to fuel fluctuations, allowing for a relatively quick response via pricing actions (i.e. March is 72% booked) (2) – If fuel price remains elevated for an extended period and a significant reduction in industry capacity is required, Spirit’s flexibility due to bankruptcy would put the airline in an advantaged position to reduce capacity and fixed costs 20 Days After (5/18/22) Peak (4/28/22) 20 Days Prior (4/8/22) $3.47 $5.07 $3.41 Kerosene - Type Jet Fuel (3) Jet Fuel Futures (1)(4) Jet Fuel Spot Price (Russian Invasion of Ukraine) (3) 1. Refers to all - in cost per gallon (spot price per Argus U.S. Jet Fuel Index). 2. As of 03.09.26 based on Company projections as of 02.19.26. 3. Refers to wholesale price, per U.S. Gulf Coast Kerosene - Type Jet Fuel Spot Price FOB. 4. Source: Bloomberg (03.09.26). In 2022, fuel prices also surged after Russia’s invasion of Ukraine, but reverted to their pre - conflict levels shortly thereafter

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision 23 • Historically, in periods of rapidly rising fuel prices, the industry will generally react quickly and begin to raise fare lev els – However, a lag exists between rapid increases in fuel price and the realization of higher yields and incremental revenue production – A significant industry - wide fare increase (or series of increases) will generally slow demand for some period of time, which causes inventory management systems to release inventory at lower price points. Inventory opening offsets the increase in filed fares in the short run – Over time, as the market absorbs fare increases and industry capacity begins to moderate or decline, the cumulative impact of fare increases will begin to lever and improve revenue performance • Expectations around the duration of elevated fuel price, number of successful fare increases, and magnitude of industry capacity reductions impact both the lag time and level of fuel price offset for the industry • As the price of oil began to rapidly increase in late - February, the industry cleared a broad $10 fare increase – Although exceptions exist, this action covered the majority of domestic markets and all fare types Fuel Surge – Industry Impact

 

 

Privileged and Confidential | Prepared at Request of Counsel | Preliminary and Subject to Material Revision 24 • Spirit’s actions were structured to protect robust booking volume and yield improvements for spring break • Since the increase, the Company has made a limited number of competitive adjustments but are holding floor increases across the vast majority of markets • Spirit enacted an additional $10 system - wide increase today (1) for all bookings past mid - April and will continue to react to industry initiatives – Illustratively, for the month of April, a $20 fare increase across all bookings would offset jet fuel price increases of up to 70% from forecasted levels • Whether the price of fuel declines rapidly or slowly over time, Spirit’s pre - planned capacity reductions will help offset the impact near - term relative to other carriers – If fuel price declines rapidly, fare levels will be in a better position approaching the summer peak – If fuel price remains elevated for an extended period and a significant reduction in industry capacity is required, Spirit’s flexibility due to bankruptcy would put the airline in an advantaged position to reduce capacity and fixed costs Fuel Surge – Spirit Reaction 1. Refers to 03.09.26.

 

 

 

 

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