8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 22, 2024 (January 19, 2024)

SPIRIT AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35186		38-1747023
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)
2800 Executive Way	Miramar,	Florida	33025
(Address of Principal Executive)			(Zip Code)

(954) 447-7920

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	SAVE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On January 19, 2024, Spirit Airlines, Inc. (“Spirit”) and JetBlue Airways Corporation (“JetBlue”) issued a joint press release reporting that they have jointly filed a notice of appeal to the U.S. Court of Appeals for the First Circuit, consistent with the requirements of the merger agreement.

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01. The information contained in Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 8.01 of this report.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act:

Exhibit No.	Description
99.1	Press Release dated January 19, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 22, 2024	SPIRIT AIRLINES, INC.
	By: /s/ Thomas Canfield
	Name: Thomas Canfield
	Title: Senior Vice President and General Counsel

EX-99.1

Exhibit 99.1 JetBlue and Spirit File Notice of Appeal NEW YORK & MIRAMAR, Fla.--(BUSINESS WIRE)--JetBlue Airways Corporation (“JetBlue”) (NASDAQ: JBLU) and Spirit Airlines, Inc. (“Spirit”) (NYSE: SAVE) today reported that they have jointly filed a notice of appeal to the U.S. Court of Appeals for the First Circuit, consistent with the requirements of the merger agreement. About JetBlue JetBlue is New York's Hometown Airline®, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando, and San Juan. JetBlue carries customers to more than 100 destinations throughout the United States, Latin America, the Caribbean, Canada, and Europe. For more information and the best fares, visit jetblue.com. About Spirit Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We are the leader in providing customizable travel options starting with an unbundled fare. This allows our Guests to pay only for the options they choose — like bags, seat assignments and refreshments — something we call Á La Smarte. Our Fit Fleet® is one of the youngest and most fuel-efficient in the United States. We serve destinations throughout the U.S., Latin America and the Caribbean, making it possible for our Guests to venture further and discover more than ever before. We are committed to inspiring positive change in the communities where we live and work through the Spirit Charitable Foundation. Come save with us at spirit.com. Contacts JetBlue Corporate Communications Tel: +1.718.709.3089 corpcomm@jetblue.com JetBlue Investor Relations Tel: +1 718 709 2202 ir@jetblue.com Spirit Investor inquiries: DeAnne Gabel (954) 447-7920 investorrelations@spirit.com Spirit Media inquiries: Spirit Media Relations Media_Relations@spirit.com or FGS Global Robin Weinberg / Emily Claffey (212) 687-8080 Spirit@FGSGlobal.com