Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Promotions and Compensation Adjustments

On July 21, 2025, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Spirit Aviation Holdings, Inc. (the "Company") approved the promotion of Thomas Canfield, our current Senior Vice President & General Counsel to Executive Vice President & General Counsel, effective immediately. In connection with his promotion, the Committee also approved an increase in Mr. Canfield's annual base salary to $610,000, as well as an increase in his target short-term incentive bonus opportunity to 100% of his base salary and his target annual long-term incentive opportunity to $1,500,000.

Awards under the Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan

On July 21, 2025, the Committee approved the grant of (i) time-based restricted stock units ("RSUs"), (ii) performance-based restricted stock units ("PSUs") and (iii) performance-based cash incentive awards ("Performance Cash Awards," and collectively, the "2025 Awards") to the Company's executive team, including the Company's current named executive officers ("NEOs"), other than our Chief Executive Officer, who was granted equity incentive awards in connection with his hire in April 2025. The 2025 Awards were granted under the Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan (the "Incentive Plan").

The targeted grant date value of the 2025 Awards to our current NEOs are set forth in the table below. The actual number of shares to be granted pursuant to the RSUs and PSUs will be determined by dividing the below approved targeted grant date values of the RSUs and PSUs by the volume weighted average trading price of the Company's common stock during the 20 consecutive trading days prior to the applicable date of grant.

The RSUs will vest in equal annual installments on each of the first three anniversaries of April 1, 2025, subject to the NEO's continued employment through each vesting date. In the event the NEO's employment is terminated by the Company without "cause" or due to their death or "disability" (as such term is defined in the Incentive Plan), the next regularly scheduled installment of RSUs that would have otherwise vested but for such termination of service will automatically vest in full as of the date of such termination of service. Upon a "change in control" (as defined in the Incentive Plan), in the event the successor entity (or its parent) assumes or substitutes the RSUs, the RSUs will thereafter remain outstanding and eligible to vest in accordance with the original vesting schedule; provided, however, in the event of the NEO's termination of service by the Company (or its successor) without cause or resignation for "good reason" (as defined in the 2025 Severance Plan (as defined below)), the RSUs will fully vest as of the date of such termination of service. If the successor entity (or its parent) in the change in control fails to assume or substitute the RSUs in connection with the change in control, the RSUs will automatically vest in full as of immediately prior to the consummation of such change in control.