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

Rhea-AI Filing Summary

Form 4 filing (Section 16) discloses that on 22-Jul-2025 Director Timothy J. Bernlohr received an equity grant from Spirit Aviation Holdings, Inc. (FLYY).

• Security: 29,535 restricted stock units (reported as common stock)
• Transaction code: A – an award rather than a market purchase or sale
• Price: stated at $0, indicating a compensation grant
• The RSUs are scheduled to vest 100 % on the first anniversary of the grant, contingent upon continued board service.
• Post-grant, Bernlohr’s direct beneficial ownership rises to 29,535 shares.

No derivative securities were reported and there were no disposals of shares. The transaction represents routine director compensation, not an open-market signal, and is unlikely to be material to valuation.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant; aligns director but neutral to valuation.

The filing shows a standard annual equity award to an outside director, increasing ownership but without cash outlay or market purchase. Such grants are designed to align board incentives with shareholders and are common across peer airlines. With just 29.5 k shares and no purchase price, the economic value is modest relative to Spirit Aviation’s public float and will not move EPS or cash flow. There is no indication of insider optimism or concern; therefore, the disclosure is neutral from an investment-impact perspective.

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^*

BERNLOHR TIMOTHY J

(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 Timothy J. Bernlohr	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Director Timothy J. Bernlohr acquire according to the Form 4 for FLYY?

He was granted 29,535 restricted stock units that convert to common shares after one year of continued service.

Was this a market purchase or a compensation grant?

It was a compensation grant (transaction code A) at a stated price of $0, not a market purchase.

How many Spirit Aviation shares does Bernlohr own after the transaction?

His direct beneficial ownership stands at 29,535 shares following the grant.

When will the RSUs granted on 22-Jul-2025 vest?

The units are scheduled to vest 100 % on the first anniversary of the grant, subject to continued board service.

Does the Form 4 indicate any sale of Spirit Aviation stock?

No. The filing reports no disposals; it only records an equity award.