[Form 4] Spirit Airlines, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Spirit Aviation Holdings, Inc. (ticker FLYY) – Form 4 filing dated 07/23/2025

Director Radha Tilton was granted 29,535 restricted stock units (RSUs) on 07/22/2025 at an acquisition price of $0. The RSUs are scheduled to vest 100 % on the first anniversary of the grant, contingent upon Tilton’s continued board service. Immediately after the grant, Tilton’s beneficial ownership stands at 29,535 common shares, all held directly.

No derivative securities were reported and no shares were disposed of. The transaction represents routine equity compensation designed to align the director’s interests with long-term shareholder value. Given the modest size relative to the company’s total share count, the grant is immaterial to overall dilution and has no direct impact on earnings or cash flow.

Positive

• Equity alignment: Grant of 29,535 RSUs links director compensation to future share performance.

Negative

• Dilution, albeit minimal: New share issuance marginally increases outstanding shares.
• No performance conditions: RSUs vest solely on time, offering limited performance accountability.

Insights

Corporate Governance Specialist

TL;DR: Standard RSU grant; aligns incentives, negligible dilution.

The one-year cliff-vesting RSU award is a commonplace retention tool. Requiring continued service ties the director to the firm for another 12 months, enhancing governance continuity. With only 29,535 shares involved and no cash outlay, the effect on capitalization is de minimis. The absence of performance hurdles limits the grant’s motivational depth but time-vesting still promotes alignment. Overall impact on shareholders is neutral-to-slightly positive.

Portfolio Manager

TL;DR: Minor, non-cash award—no portfolio action warranted.

This filing signals nothing about operational performance or outlook; it merely discloses routine director compensation. The share count granted is immaterial versus outstanding shares, so dilution and EPS impact are effectively zero. While insider acquisitions can be a sentiment signal, RSU grants at $0 are automatic and do not reflect market conviction. I rate the market impact neutral and would not adjust position sizing based solely on this disclosure.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tilton Radha

(Last) (First) (Middle)

C/O SPIRIT AVIATION HOLDINGS, INC.

1731 RADIANT DRIVE

(Street)

DANIA BEACH FL 33004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Spirit Aviation Holdings, Inc. [ FLYY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2025		A(1)		29,535	A	$0	29,535	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the grant of an award of restricted stock units, which are generally scheduled to vest 100% on the first anniversary of the grant date, subject to the Reporting Person's continued service through such date.

	/s/ Thomas Canfield, as Attorney-In-Fact for Radha Tilton	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Who is the insider mentioned in the Form 4 for FLYY?

Director Radha Tilton is the reporting person.

How many shares did Radha Tilton acquire?

Tilton received 29,535 restricted stock units.

What is the transaction date of the RSU grant?

The grant occurred on 07/22/2025.

When do the RSUs vest?

They vest 100 % one year after the grant date, subject to continued service.

What is Tilton’s total direct ownership after the transaction?

Tilton now directly owns 29,535 shares.

Was any cash exchanged in the transaction?

No; the RSUs were granted at a $0 acquisition price.