Spirit Airlines Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Name of Each Exchange on Which Registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its auditreportYes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $0.4billion computed by reference to the last sale price of thecommon stock on the New York Stock Exchange on June28, 2024, the last trading day of the registrant’s most recently completed second fiscal quarter. Shares held by eachexecutive officer, director and by certain persons that own 10 percent or more of the outstanding Common Stock have been excluded in that such persons may be deemed to beaffiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of each registrant's classes of common stock outstanding as of the close of business on February 19, 2025: Number of Shares109,525,063 Documents Incorporated by Reference Portions of the registrant's Proxy Statement for the registrant's 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to theextent stated herein. The Proxy Statement will be filed within 120 days of the registrant's fiscal year ended December31, 2024. On November 18, 2024, Spirit Airlines, Inc., a Delaware corporation (“Spirit”), received written notice (the “Delisting Notice”) from the New York StockExchange (the “NYSE”) notifying Spirit that in accordance with NYSE Listed Company Manual Section 802.01D, the NYSE had determined that Spirit’s shares ofcommon stock, par value $0.0001, would be delisted from the NYSE and that trading of Spirit’s shares of common stock on NYSE was suspended immediately. OnDecember 5, 2024, NYSE filed a Form 25 for Spirit in connection with the delisting of the common stock from NYSE. The delisting became effective ten days afterthe Form 25 was filed. The deregistration of the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 daysafter the filing of the Form 25. The common stock began trading on the OTC Pink Market on November 19, 2024 under symbol “SAVEQ”.1 TABLE OF CONTENTS PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matter