8-K
Spirit Aviation Holdings, Inc. (FLYYQ)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): April 6, 2025
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Spirit AviationHoldings, Inc.(Exact name of registrant as specified in its charter)
| Delaware | 333-276992 | 33-3711797 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification Number) |
1731 Radiant DriveDania Beach, Florida 33004
(Address of principal executive offices, including zip code)
(954) 447-7920
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed sincelast 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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
| Securities | registered pursuant to Section 12(b) of the Act: None |
| --- | --- |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain<br>Officers |
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Chief Executive Officer Transition
On April 6, 2025, Edward M. Christie, III, President, Chief Executive Officer and director of Spirit Aviation Holdings, Inc. (the “Company”), stepped down from his role with the Company and the Board of Directors (the “Board”). The Board has established an Office of the President who will be assigned Mr. Christie’s executive responsibilities while the Company conducts a search for a permanent Chief Executive Officer. The Office of the President consists of the following three senior company executives: (i) John Bendoraitis, Executive Vice President and Chief Operating Officer; (ii) Fred Cromer, Executive Vice President and Chief Financial Officer and (iii) Thomas C. Canfield, Senior Vice President, General Counsel and Secretary.
In connection with Mr. Christie’s stepping down, Mr. Christie and the Company entered into a Separation and Release Agreement (the “Christie Separation Agreement”), pursuant to which Mr. Christie will receive severance payments and benefits in accordance with the existing terms of the Spirit Airlines, LLC (f/k/a Spirit Airlines, Inc.) (“Spirit”) 2017 Executive Severance Plan and Mr. Christie’s existing employment agreement with Spirit, in each case the terms of which have been previously disclosed by Spirit. Such payments are in consideration for, and contingent upon, among other things, Mr. Christie’s agreement to a standard release of claims and continued compliance with applicable restrictive covenants.
The foregoing is a summary description of certain terms of the Christie Separation Agreement and, by its nature, is incomplete. It is qualified in its entirety by the full text of the Christie Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.
John Bendoraitis, 61, has served as our Executive Vice President and Chief Operating Officer since December 2017. From October 2013 to December 2017, he served as our Senior Vice President and Chief Operating Officer. Prior to joining the Company, Mr. Bendoraitis served as Chief Operating Officer of Frontier Airlines from March 2012 to October 2013. Previously, from 2008 to 2012, he served as President of Comair Airlines. From 2006 to 2008, he served as President of Compass Airlines, where he was responsible for the certification and launch of the airline. Mr. Bendoraitis began his aviation career in 1984 at Northwest Airlines, where over a 22-year span he worked his way up from aircraft technician to vice president of base maintenance operations.
Fred Cromer, 61, has served as our Executive Vice President and Chief Financial Officer since July 2024. Mr. Cromer has held various executive and corporate finance positions throughout his three decades of experience in the aviation industry. Prior to the Company, he served as Chief Executive Officer at Xwing, a developer of advanced autonomy systems for aviation and defense, from July 2023 to July 2024, and was Xwing’s Chief Financial Officer from October 2021 to September 2023. Before Xwing, Mr. Cromer served as President of Bombardier Commercial Aircraft from 2015 to 2020, President of International Lease Finance Corporation from 2008 to 2015 and Vice President and Chief Financial Officer of ExpressJet Airlines from 1998 to 2008. He holds a bachelor’s degree in economics from the University of Michigan and an MBA in Finance from DePaul University.
Thomas C. Canfield, 69, has served as our Senior Vice President, General Counsel and Secretary since October 2007. From September 2006 to October 2007, Mr. Canfield served as General Counsel & Secretary of Point Blank Solutions, Inc., a manufacturer of antiballistic body armor. Prior to Point Blank, from 2004 to 2007, he served as CEO and Plan Administrator of AT&T Latin America Corp., a public company formerly known as FirstCom Corporation, which developed high-speed fiber networks in 17 Latin American cities. Mr. Canfield also served as General Counsel & Secretary at AT&T Latin America Corp from 1999 to 2004. Previously, Mr. Canfield was Counsel in the New York office of Debevoise & Plimpton LLP. Mr. Canfield serves on the board and on the audit and nominating and corporate governance committees of Iridium Communications Inc., a satellite communications company.
There are no arrangements or understandings between Messrs. Bendoraitis, Cromer or Canfield and any other person pursuant to which they were appointed. Messrs. Bendoraitis, Cromer or Canfield have no family relationships with any director or other executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Messrs. Bendoraitis, Cromer or Canfield have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Chief Commercial Officer Transition
On April 7, 2025, Matthew H. Klein, Executive Vice President and Chief Commercial Officer of the Company, stepped down from his role with the Company. Rana Ghosh, the Company’s Senior Vice President and Chief Transformation Officer, will serve as Chief Commercial Officer, effective as of April 7, 2025.
In connection with Mr. Klein’s stepping down, Mr. Klein will be entitled to receive severance payments and benefits in accordance with the existing terms of the Spirit 2017 Executive Severance Plan, the terms of which have been previously disclosed by Spirit. Such payments are in consideration for, and contingent upon, among other things, Mr. Klein’s execution and non-revocation of a separation and release agreement and continued compliance with applicable restrictive covenants.
Item 7.01 Regulation FD Disclosure.
On April 7, 2025, the Company issued a press release announcing Mr. Christie’s stepping down from his role with the Company and the Board of Directors, the establishment of the Office of the President, Mr. Klein stepping down from his role with the Company and Mr. Ghosh’s appointment as Chief Commercial Officer. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release dated April 7, 2025. |
| 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: April 7, 2025
| SPIRIT AVIATION HOLDINGS, INC. | ||
|---|---|---|
| By: | /s/ Thomas Canfield | |
| Name: | Thomas Canfield | |
| Title: | Senior Vice President and General Counsel |
Exhibit 99.1
Spirit Airlines Announces Senior LeadershipTransition
DANIA BEACH, Fla.-- Spirit Aviation Holdings, Inc., parent company of Spirit Airlines, LLC, (together, “Spirit” or the “Company”) today announced the following changes to its leadership.
Ted Christie, President and Chief Executive Officer, is stepping down from the Company and from the Board of Directors, effective Monday, April 7, 2025. The Board of Directors is in the process of appointing a permanent replacement.
On an interim basis, an Office of the President consisting of Fred Cromer, Executive Vice President and Chief Financial Officer; John Bendoraitis, Executive Vice President and Chief Operating Officer; and Thomas Canfield, Senior Vice President and General Counsel has been formed to lead the Company until the new CEO is appointed.
“On behalf of the Board and the Spirit team, I thank Ted for his tireless efforts over the course of his 13 years at the Company. He has seen a lot and done a lot during his tenure here, including navigating the Company through the COVID crisis and multiple strategic junctures, as well as most recently, a corporate restructuring. Ted has kept the company together through challenging times, and for this we wish him all the best going forward,” said Robert Milton, Chairman of Spirit Airlines.”
In addition, Matt Klein, Executive Vice President and Chief Commercial Officer, will be stepping down. He will be succeeded by Rana Ghosh, as Senior Vice President and Chief Commercial Officer, effective immediately. Rana joined the Company in 2015 and has served as Senior Vice President and Chief Transformation Officer since June 2024.
“Spirit owes thanks to Matt for his many contributions since arriving in 2016, and we all wish him the best,” Milton continued. “We are also enthusiastic to welcome Rana into his new role.”
About Spirit Airlines
Spirit Airlines is committed to delivering the best value in the sky by offering an enhanced travel experience with flexible, affordable options. Spirit serves destinations throughout the United States, Latin America and the Caribbean with its all-Airbus Fit Fleet^®^, one of the youngest and most fuel-efficient fleets in the U.S. Discover elevated travel options with exceptional value at spirit.com.
Investor Inquiries:
Spirit Investor Relations
investorrelations@spirit.com
Media Inquiries:
Spirit Media Relations
Media_Relations@spirit.com
FGS Global
Spirit@fgsglobal.com