On October 31, 2025, the Bankruptcy Court approved a final order which authorized the Debtors to obtain the DIP Facility fronted initially by Barclays Bank PLC and anchored by the holders of the senior secured notes. Spirit Airlines is Borrower, Spirit and its affiliated Debtors are guarantors and Wilmington Trust, National Association is administrative agent (the “2025 Bankruptcy DIP Credit Agreement”). The DIP Facility’s aggregate principal amount of up to $1.2 billion comprising:

•New Money DIP Loans in an aggregate principal of up to $475.0 million. On October 14, 2025, the Company drew $200.0 million, followed by additional draws on November 7, 2025 for $50.0 million and on December 15, 2025 for $100.0 million. The remaining availability will be available to be drawn in one separate draw. Each draw is subject to its own specific conditions.

•Roll-up of pre-petition secured notes that are validly tendered into the facility, subject to a maximum amount equal to the lesser of (i) the aggregate principal amount of such notes, together with accrued and unpaid interest through the Petition Date (and post-petition interest to the extent permitted under Section 506(b) of the Bankruptcy Code), and (ii) the Roll-Up DIP Loans of $750.0 million.

Borrowings under the DIP Facility new money draws bear interest at a rate of secured overnight financing rate plus 8.0% paid-in-kind interest rate and 2% default rate on overdue amounts. In addition to paying interest on the new money draws, the Company is required to pay an original interest discount of 3% on the funded amount. The roll-up portion of the DIP Facility only accrues interest if the senior secured notes are determined over-secured under Section 506(b). This portion would bear the same rate as the new money loans. No interest is expected to be accrued for this portion as it is not deemed to be over-secured.

The borrowings under the DIP Facility will mature, and lending commitments thereunder will terminate, upon the earliest to occur of: (a) the Scheduled Maturity Date, (b) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes hereof shall be no later than the “effective date” hereof) of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court, (c) the acceleration of the obligations and the termination of the unfunded term loan commitments (if any) hereunder in accordance with the terms hereof, (d) the consummation of a sale of all or substantially all of the assets of the Debtors pursuant to Section 363 of the Bankruptcy Code and (e) dismissal of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases to one or more cases under chapter 7 of the Bankruptcy Code or appointment of a trustee in any of the Chapter 11 Cases; provided that if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

As of December 31, 2025, the Bankruptcy Court allowed an amendment to the final DIP Facility order to allow the Company access to the previously agreed third funding draw of $100.0 million. The incremental $100.0 million draw comprised $50.0 million, net of original issuance discount, that was made available for immediate use and access to $50.0 million which was to remain encumbered until the satisfaction of conditions tied to further progress on either a standalone plan of reorganization or strategic transaction. Refer to Note 3, 2025 Chapter 11 Bankruptcy Proceedings, for additional information.

On the Emergence Date, the Company entered into an Amended and Restated Credit and Guaranty Agreement with the lenders under its former revolving credit facility due in 2026. This agreement modified certain terms and conditions of the existing facility, resulting in a new revolving credit facility of up to $300.0 million (the “Exit Revolving Credit Facility”). Concurrently, Spirit Airlines repaid in full the outstanding balance of $300.0 million under the former revolving credit facility due in 2026.

The Exit Revolving Credit Facility is comprised of (i) commitments by the Exit RCF Lenders to provide revolving credit loans and letters of credit in an aggregate amount equal to $275.0 million (the “Exit RCF Commitments”) and (ii) an uncommitted incremental revolving credit facility in an aggregate amount up to $25.0 million. The Exit Revolving Credit Facility constitutes Spirit Airlines' senior secured obligations and is guaranteed by each of Spirit Airlines' direct and indirect subsidiaries. In addition, in connection with the Corporate Reorganization, Spirit became a guarantor under the Exit Revolving Credit Agreement. On August 21, 2025, Spirit borrowed the entire available amount of $275.0 million under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility will mature on March 12, 2028.

The Exit Revolving Credit Facility is secured by first-priority and second-priority security interests and liens on certain of Spirit Airlines' and its subsidiaries’ assets, including, among other things, (i) the LGA Slots, (ii) certain eligible aircraft spare parts and ground support equipment and (iii) certain aircraft, spare engines and flight simulators. The revolving loans borrowed under the Exit Revolving Credit Facility will bear interest at a variable rate per annum equal to the Company's choice of (i) Adjusted Term SOFR plus 3.25% per annum or (ii) Alternate Base Rate plus 2.25% per annum. The commitment amount of $275.0 million will be reduced to $250.0 million on September 30, 2026.

The Exit Revolving Credit Facility contains customary covenants that, among other things, restrict Spirit Airlines' ability and the ability of its subsidiaries to, among other things, make restricted payments, incur additional indebtedness, create certain liens on the collateral, sell or otherwise dispose of the collateral, engage in certain transactions with affiliates and consolidate, merge, sell or otherwise dispose of all or substantially all of Spirit Airlines' and its subsidiaries’ assets. The Exit Revolving Credit Facility also requires the Company to, among other things, maintain (i) so long as any loans or letters of credit are outstanding under the Exit Revolving Credit Facility, unrestricted cash, cash equivalents, short-term investment securities and unused commitments available under all revolving credit facilities (including the Exit Revolving Credit Facility) aggregating not less than $500.0 million, of which no more than $300.0 million may be derived from unused commitments under the Exit Revolving Credit Facility, (ii) a minimum ratio of the borrowing base of the collateral under the Exit Revolving Credit Facility to outstanding obligations under the Exit Revolving Credit Facility of not less than 1.0 to 1.0 (if the Company does not meet the minimum collateral coverage ratio, it must either provide additional collateral to secure its obligations under the Exit Revolving Credit Facility or repay the loans thereunder by an amount necessary to maintain compliance with the collateral coverage ratio), and (iii) the pledged LGA Slots, a specified number of spare engines and the Company's spare parts (subject to certain exceptions) in the collateral under the Exit Revolving Credit Facility so long as any loans or letters of credit are outstanding under the Existing Revolving Credit Facility.

In connection with the Company's 2025 Chapter 11 Cases, the Exit Revolving Credit Facility has been reclassified to liabilities subject to compromise in the Company's consolidated balance sheet as of December 31, 2025. As of the Petition Date, the Company ceased making principal and interest payments and ceased accruing interest expense in relation to long-term debt reclassified as liabilities subject to compromise. Subsequently, on October 27, 2025 and through December 31, 2025, the Debtors made adequate protection payments under the Revolving Credit Facility for continued use of the collateralized assets. Refer to Note 3, 2025 Chapter 11 Bankruptcy Proceedings, for additional information.

On the Effective Date, certain subsidiaries of Spirit Airlines (the “Co-Issuers”) issued $840.0 million in aggregate principal amount of PIK toggle senior secured notes due 2030 (the “2030 Notes" or the “Exit Secured Notes”). The 2030 Notes were issued in a private offering to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and to institutional “accredited investors” (as defined in Regulation D under the Securities Act) and outside the United States to non-U.S. persons pursuant to Regulation S. The 2030 Notes are the Co-Issuers’ senior secured obligations and are guaranteed on a senior secured basis by Spirit Airlines and each of its direct and indirect subsidiaries existing on the Effective Date or subsequently acquired and/or formed subsidiaries. In addition, in connection with the Corporate Reorganization, Spirit became a guarantor of the 2030 Notes. The 2030 Notes are secured by second-priority liens on certain Exit Revolving Credit Facility priority collateral (including the collateral under the Exit Revolving Credit Facility described in Note 14, Debt and Other Obligations), and a first-priority lien on all other collateral. The 2030 Notes will mature on March 12, 2030, subject to earlier repurchase or redemption in accordance with the terms of the Indenture (as defined below). The 2030 Notes bear interest, at the option of Spirit Airlines, (i) at 12.00% per annum, of which 8.00% per annum shall be payable in cash and 4.00% per annum

At any time after March 12, 2027 but on or prior to March 12, 2028, Spirit Airlines may redeem the 2030 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest to the redemption date, plus a 6.0% premium. Thereafter, Spirit Airlines may redeem the 2030 Notes in whole or in part, at par, plus accrued and unpaid interest to the redemption date.

Notwithstanding the foregoing, (x) at any time on or prior to the date that is ninety days after the Effective Date, the Co-Issuers may redeem the 2030 Notes, at their option, in whole, at a redemption price equal to 100% of the aggregate principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest to the redemption date, plus an 8.0% premium and (y) upon or after the consummation of certain transactions involving acquisitions by a publicly traded airline, the Co-Issuers may redeem the 2030 Notes at their option, in whole, at a redemption price equal to 100% of the aggregate principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest to the redemption date, plus an amount equal to the lesser of (A) a 4.0% premium and (B) the then-applicable redemption premium.

The 2030 Notes and guarantees were issued pursuant to an indenture (the "Indenture") by and among Spirit Airlines, the Co-Issuers, the subsidiary guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral custodian. The Indenture contains customary covenants that, among other things, restrict Spirit Airlines' ability and the ability of its subsidiaries to, among other things, make restricted payments, incur additional indebtedness, create certain liens on the collateral, sell or otherwise dispose of the collateral, engage in certain transactions with affiliates and consolidate, merge, sell or otherwise dispose of all or substantially all of Spirit Airlines' and its subsidiaries’ assets. In addition, the Indenture requires that Spirit Airlines maintain unrestricted cash, cash equivalents, short-term investment securities and unused commitments available under all revolving credit facilities (including the Exit Revolving Credit Facility) aggregating not less than $450.0 million, of which no more than $300.0 million may be derived from unused commitments under the Exit Revolving Credit Facility.

In connection with the Company's Chapter 11 Cases, the Exit Secured Notes have been reclassified to liabilities subject to compromise in the Company's consolidated balance sheet as of December 31, 2025. As of the Petition Date, the Company ceased making principal and interest payments and ceased accruing interest expense in relation to long-term debt reclassified as liabilities subject to compromise. However, had interest continued to accrue on this obligation under its original terms, the additional interest expense for the post-petition period ended December 31, 2025 would have been $82.6 million for the exit secured notes.

On March 31, 2025, the Company completed a private offering of Class B(R) Pass Through Certificates, Series 2025-1B(R) (the “Class B(R) Certificates”), in the aggregate face amount of $215 million, the proceeds of which were used to acquire new equipment notes to be issued by the Company. During the second quarter of 2025, the Company used the proceeds from the issuance to repay $43.0 million outstanding related to its existing “Series B” equipment notes issued under the 2017-1 pass through certificates, pay transaction fees, and for general corporate purposes.

The Class B(R) Certificates represent an interest in the assets of a pass through trust (the “Class B(R) Trust”), which hold certain newly issued equipment notes, designated as “Series B(R)” issued by the Company (the “Series B(R) Equipment Notes”). The Series B(R) Equipment Notes are secured by 27 Airbus A320 family aircraft originally delivered new to the Company between October 2015 and October 2018.

The Series B(R) Equipment Notes have an interest rate of 11.00% per annum. The interest on the issued and outstanding Series B(R) Equipment Notes is payable semi-annually, and principal payments on the issued and outstanding Series B(R) Equipment Notes are scheduled for payment in certain years, and interest and principal payments on the Series B(R) Equipment Notes will be distributed to holders of the Class B(R) Certificates on each April 1 and October 1, commencing October 1, 2025, and the final distribution of the outstanding principal amount of the Series B(R) Equipment Notes to holders of the Class B(R) Certificates is expected on February 15, 2030. The Class B(R) Certificates rank junior to the outstanding pass-through

On December 23, 2024, in connection with the 2024 Bankruptcy, the Company entered into a Superpriority Secured Debtor-In-Possession Term Loan Credit and Note Purchase Agreement, (the “2024 Bankruptcy DIP Credit Agreement”), with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Agent”) and the creditors from time to time party thereto (collectively, the “2024 Bankruptcy DIP Creditors”).

As of December 31, 2025, the 2024 Bankruptcy DIP Facility was fully repaid and terminated in connection with the Company’s emergence from the 2024 Bankruptcy. As of December 31, 2024, the outstanding 2024 Bankruptcy DIP term loan was included in current maturities of long-term debt, net of unamortized discounts, and finance leases on the Company’s consolidated balance sheets.


	Successor		Predecessor		Successor		Predecessor
	As of				As of
	December 31, 2025		December 31, 2024		December 31, 2025		December 31, 2024
	(in millions)				(weighted-average interest rates)
DIP term loan due in 2026	$	358.6	$	—	11.75	%	N/A
DIP term loan due in 2025	—		309.0		N/A		11.82	%
Fixed-rate loans due through 2039 (1)	274.8		972.2		3.63	%	6.44	%
Unsecured term loans due in 2031 (3)	—		136.3		N/A		1.00	%
Fixed-rate class A 2015-1 EETC due through 2028	212.6		234.6		4.10	%	4.10	%


Fixed-rate class AA 2017-1 EETC due through 2030	148.3		160.3		3.38	%	3.38	%
Fixed-rate class A 2017-1 EETC due through 2030	49.4		53.4		3.65	%	3.65	%
Fixed-rate class B 2017-1 EETC due through 2026	—		44.7		N/A		3.80	%

Fixed-rate class B(R) 2025 EETC due through 2030	215.0		—		11.00	%	N/A




Revolving credit facility due in 2028 (3)	—		300.0		7.27	%	6.67	%
Long-term debt	$	1,258.7	$	2,210.5
Less current maturities, net (2)	474.8		436.3
Less unamortized discounts, net (2)	65.0		13.2
Total	$	718.9	$	1,761.0

(1) As of December 31, 2025, the Company's fixed-rate loans are comprised of bank debt and 13 aircraft recorded as failed sale leaseback transactions, of which only the 13 aircraft recorded as failed sale leaseback transactions are recorded as liabilities subject to compromise. Refer to Note 3, 2025 Chapter 11 Bankruptcy Proceedings, for additional information. As of December 31 2024, includes obligations related to 18 aircraft recorded as failed sale leaseback transactions. Refer to Note 15, Leases for additional information.



	Successor		Predecessor		Predecessor		Predecessor
	Period from March 13, 2025 through December 31, 2025		Period from January 1, 2025 through March 12, 2025		Twelve Months Ended December 31, 2024		Twelve Months Ended December 31, 2023

8.00% senior secured notes (1)	$	—	$	17,753	$	92,621	$	93,010
Fixed-rate term loans (4)	34,609		13,175		69,635		37,213
Unsecured term loans (4)	2,178		265		1,365		1,363
Class A 2015-1 EETC	7,293		1,879		10,078		10,962
Class B 2015-1 EETC	—		—		446		1,954
Class C 2015-1 EETC	—		—		—		777
Class AA 2017-1 EETC	4,122		1,036		5,561		5,990
Class A 2017-1 EETC	1,486		373		2,005		2,159
Class B 2017-1 EETC	227		325		1,748		1,881
Class C 2017-1 EETC	—		—		—		522
Class B(R) 2025-1 EETC (2)	18,813		—		—		—
Convertible notes (3)	—		1,246		15,849		(3,778)
Exit secured notes (4)	48,333		—		—		—
Revolving credit facility (4)	7,818		3,732		4,501		—
DIP term loans	7,102		6,869		812		—
Finance leases	18		5		33		30
Commitment and other fees	792		20		1,340		1,655
Amortization of deferred financing costs and fair value adjustments	28,056		1,004		13,100		15,453
Total	$	160,847	$	47,682	$	219,094	$	169,191

(3) Includes interest expense for the convertible notes due 2025 and 2026, for the 2025 Current Predecessor Period. Includes $16.4 million and $14.3 million of amortization of the discount for the convertible notes due 2026, as well as interest expense for the convertible notes due 2025 and 2026, offset by $0.5 million and $18.1 million of favorable mark to market adjustments for the convertible notes due 2026 for the twelve months ended, December 31, 2024, and 2023, respectively.

(4) As of December 31, 2025, these debt instruments are recorded within liabilities subject to compromise on the Company's consolidated balance sheets and therefore ceased accruing interest due to the 2025 Bankruptcy. If not for the 2025 Bankruptcy, the interest expenses for the Successor Period would have been $3.4 million for the unsecured term loans and $82.6 million for the exit secured notes. The Company's fixed-rate loans are comprised of bank debt and 13 aircraft recorded as failed sale leaseback transactions, of which only the 13 aircraft recorded as failed sale leaseback transactions are recorded as liabilities subject to compromise. Refer to Note 3, 2025 Chapter 11 Bankruptcy Proceedings, for additional information.