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): February 12, 2021

SPIRIT AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (954) 447-7920

Not Applicable

(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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.  ☐

As previously reported, on April 20, 2020, Spirit Airlines, Inc. (the “Company”) entered into a warrant agreement (the “Warrant Agreement”) with the United States Department of the Treasury (“Treasury”) in connection with its participation in the Payroll Support Program established under the Coronavirus Aid, Relief, and Economic Security Act. Pursuant to the Warrant Agreement, the Company has issued to Treasury warrants to purchase up to 520,797 shares of common stock (the “Warrants”). The Warrant Agreement entitled Treasury to customary registration rights.

On February 11, 2021, the Company filed a shelf registration statement on Form S-3 (File No. 333-252989) (the “Registration Statement”), which became effective upon filing. The Registration Statement provides for the sale of securities, including shares of common stock and warrants of the Company, from time to time by the Company and selling securityholders who may be named in a prospectus supplement. On the date hereof, the Company filed a prospectus supplement providing for the resale of the Warrants by one or more selling securityholders from time to time, as well as the resale of up to 520,797 shares of common stock issuable upon exercise of such Warrants.

The opinion of Debevoise & Plimpton LLP, relating to the validity of the Warrants and the shares of common stock issuable upon exercise of such Warrants, is filed as Exhibit 5.1 hereto.

The foregoing description of the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Warrant Agreement, filed herewith as Exhibit 4.1, and the Forms of Warrant, filed herewith as Exhibits 4.2 to 4.6, each of which is incorporated herein by reference.

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.