EXPLANATORY NOTE
This Registration Statement is being filed by Spirit Airlines, Inc. (the Company) to register an additional 3,200,000 shares of
common stock, par value $0.0001 per share, of the Company (Common Stock), issuable under the Spirit Airlines, Inc. 2015 Incentive Award Plan (as amended and restated effective March 22, 2021, the 2015 Plan).
The Company previously filed with the Securities and Exchange Commission (the Commission) a Registration Statement on Form S-8 (File No. 333-206350) on August 13, 2015, to register 3,113,878 shares of Common Stock for issuance under the 2015 Plan (the 2015 Registration
Statement). This Registration Statement relates solely to the registration of additional securities of the same class as that to which the 2015 Registration Statement relates. Pursuant to General Instruction E to Form S-8, the contents of the 2015 Registration Statement are incorporated by reference herein, except to the extent supplemented, amended or superseded by the information set forth herein or the specific exhibits
attached hereto.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the Securities Act) and the introductory note to Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the 2015 Plan as specified by Rule 428(b)(1) under the Securities Act.
Part II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents, which have previously been filed by the Company with the Commission, are incorporated by reference into this
Registration Statement:
(a) The Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 9, 2024;
(b) The Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on May 6, 2024;
(c) The Companys Definitive Proxy Statement on Schedule
14A, filed with the Commission on April
25, 2024 (to the extent specifically incorporated by reference into the Companys Annual Report on Form 10-K for the year ended December 31, 2023);
(d) The Companys Current Reports on Form 8-K filed with the Commission on January
3, 2024, January
19, 2024, January
22, 2024, January
24, 2024, January
26, 2024, February
9, 2024, February
22, 2024, March
4, 2024, March
29, 2024, April
8, 2024, April
19, 2024 and June 3, 2024; and
(e) The description of the Companys Common Stock that is contained in the Companys registration statement on Form
8-A (Registration No. 001-35186), filed by the Company with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), on May 23, 2011, including any amendments or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such reports or documents.
Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K be
deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein) modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.