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

Rhea-AI Filing Summary

Spirit Aviation Holdings, Inc. (ticker FLYY) filed a Form 4 reporting equity awards to Executive Vice President & Chief Financial Officer Frederick S. Cromer on 07/21/2025.

• Restricted Stock Units (RSUs): 74,850 common-stock units granted at no cost, shown in Table I as an “A” (acquisition). The RSUs vest in three equal tranches on 1 Apr 2026, 2027 and 2028, provided Mr. Cromer remains employed.
• Performance Stock Units (PSUs): 74,850 target shares disclosed in Table II. These convert 1-for-1 into common stock and vest on 1 Apr 2028, contingent on both continued employment and achievement of a three-year equity-valuation growth goal (or earlier upon a change of control).

After the transaction, Mr. Cromer directly holds 74,850 common shares plus 74,850 PSUs. No shares were sold and no cash consideration was involved, indicating a routine, retention-focused compensation grant aligned with long-term shareholder value.

Positive

• Balanced equity incentive mix (50% RSU, 50% PSU) ties compensation to both retention and performance.
• No insider selling; grant suggests management commitment and long-term alignment.

Negative

• Share dilution increases outstanding share count by up to 149,700 shares when awards vest.

Insights

Equity Compensation Analyst

TL;DR: Routine multi-year RSU/PSU grant; aligns CFO incentives, minor dilution, neutral market impact.

The Form 4 shows a standard executive equity package rather than an open-market purchase or sale. Grants totalling 149,700 shares boost Mr. Cromer’s stake but do not inject new information on company fundamentals. Vesting over three years with a valuation hurdle encourages retention and value creation. Because the shares originate from the company’s equity plan, existing shareholders face slight dilution; however, the amount is immaterial absent the full share count. Overall, the filing is governance-neutral and should not materially move the stock.

Corporate Governance Specialist

TL;DR: Incentive structure balanced; performance condition mitigates dilution risk.

The award splits time-based RSUs and performance-based PSUs equally, reflecting current best practices. Requiring equity-valuation growth before PSU vesting ties payout to shareholder returns, while staggered RSU vesting provides retention without over-rewarding short tenure. No red flags such as accelerated vesting on termination appear. Impact on governance perception is modestly positive, yet market impact remains limited because no insider buying or selling signal exists.

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
Estimated average burden
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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^*

CROMER FREDERICK S

(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 & CFO

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, as Attorney-in-Fact for Frederick S. Cromer	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).
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FAQ

How many shares did Spirit Aviation's CFO receive in the Form 4?

He was granted 74,850 RSUs and 74,850 PSUs, totaling 149,700 share-based awards.

What is the vesting schedule for the RSUs granted to the CFO of FLYY?

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

What performance metric applies to the 74,850 PSUs awarded?

PSUs vest based on equity-valuation growth measured over a three-year period ending 1 Apr 2028 or sooner upon change of control.

Did Frederick S. Cromer sell any Spirit Aviation shares in this filing?

No. The Form 4 reports only acquisitions of RSUs and PSUs; no dispositions occurred.

How many Spirit Aviation shares does the CFO own after the reported transactions?

Mr. Cromer now directly owns 74,850 common shares and 74,850 PSUs.

What was the transaction date referenced in the Form 4 for FLYY?

The equity awards were granted on 07/21/2025 and reported on 07/23/2025.