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

Rhea-AI Filing Summary

Executive Vice President, General Counsel & Secretary Thomas C. Canfield reported new equity awards from Spirit Aviation Holdings, Inc. (FLYY) in a Form 4 filed 23 Jul 2025 covering transactions on 21 Jul 2025.

• 74,850 Restricted Stock Units (RSUs) granted at no cost; vest 1/3 each 1 Apr 2026-2028, contingent on continued employment.
• 74,850 Performance Stock Units (PSUs) granted at target; convertible 1-for-1 into common stock on 1 Apr 2028 (or earlier change-of-control) subject to employment and a three-year equity-value growth goal.
• After the award, Canfield directly holds 74,850 common-share equivalents; no shares were sold and no cash exchanged.

The filing reflects incentive-based, long-term alignment rather than an open-market purchase or sale; immediate dilution is immaterial given the company’s share count, but successful PSU vesting could increase insider ownership and signal confidence in future valuation growth.

Insights

Equity Compensation Analyst

TL;DR: Insider received 149.7k share-based awards; no buying or selling cash.

The grant roughly doubles management’s equity exposure without near-term cash cost to the company. RSUs provide retention, while PSUs tie payout to equity-value expansion, a shareholder-friendly structure. Because awards represent a tiny fraction of outstanding shares, dilution is negligible today. The absence of open-market buying means the signal is neutral rather than overtly bullish; nonetheless, large PSU weighting suggests management confidence in long-term valuation growth. Overall impact: governance-positive but financially immaterial.

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

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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^*

Canfield Thomas C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025

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	07/21/2025		A(1)		74,850	A	$0	74,850	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
Performance Stock Units	(2)(3)	07/21/2025		A		74,850		(2)(3)	(2)(3)	Common Stock	74,850(2)(3)	$0	74,850(2)(3)	D

Explanation of Responses:

1. Represents the grant of an award of restricted stock units, vesting in one-third increments on each of the first three anniversaries of April 1, 2025, subject to the Reporting Person's continued employment through each applicable vesting date.

2. Represents a grant of performance stock units ("PSUs"), reflected at the target number of shares underlying such PSUs. The PSUs will be earned and vest on the third anniversary of April 1, 2025, subject generally to (i) the Reporting Person's continued employment through the applicable vesting date and (ii) the level of achievement of an equity valuation growth performance goal, measured at the end of a three-year performance period (or, if earlier, the date of a change of control of the Issuer).

3. The performance shares convert to common stock on a 1 to 1 basis.

	/s/ Thomas Canfield	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many shares did Thomas C. Canfield acquire in the Form 4 for FLYY?

He was granted 74,850 RSUs and 74,850 PSUs, totaling 149,700 share equivalents.

What conditions apply to the Spirit Aviation PSUs granted on 21 Jul 2025?

PSUs vest after a 3-year period ending 1 Apr 2028 based on equity-valuation growth targets and continued employment.

When will the RSUs granted to Canfield vest?

The RSUs vest in one-third increments on 1 Apr 2026, 1 Apr 2027 and 1 Apr 2028.

Did the insider sell any Spirit Aviation shares in this filing?

No. All reported transactions were equity grants; no shares were sold or purchased for cash.

How does the grant affect dilution for Spirit Aviation shareholders?

Immediate dilution is immaterial; full vesting would add 149,700 shares, a small fraction of outstanding stock.