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Spirit Aviation Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an initial award of performance-based restricted stock units (“Performance Stock Units” or “PSUs”), which shall constitute a “Performance Award” under the Plan. Each Performance Stock Unit represents the right to receive one share of the Company’s Common Stock (each, a “Share”), upon the achievement of certain performance goals and continued employment requirements. This award is subject to all of the terms and conditions set forth herein and in the Performance Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms not specifically defined in this Performance Share Award Grant Notice (the “Grant Notice”) and the Agreement shall have the meanings specified in the Plan.


Participant:			David Davis
Grant Date:			April 21, 2025
Total Number of PSUs:			403,226
Performance Period:			The period beginning on the Grant Date and ending on the earlier of (x) the third anniversary of the Grant Date and (y) the date of a Change of Control (as defined in the Employment Agreement).
Performance Goal:			Except as set forth in Section 2.4 of the Agreement, subject to (i) Participant’s continued employment in active service through the third-anniversary of the Employment Commencement Date and (ii) Participant’s continued compliance in all material respects with Participant’s restrictive covenant obligations in Sections 6 and 7 of the Employment Agreement, the PSUs shall be earned and vest based on the level of the percentage growth of the Ending Equity Valuation (as defined below) relative to the Starting Equity Valuation (as defined below), measured as follows (using straight- line interpolation):

“Ending Equity Valuation” shall be determined by the Administrator as follows: (i) in the event of a Change of Control, based on the price per common share implied by such Change of Control or (ii) if the measurement date is not a Change of Control, then (x) if the Company is then-listed on a national stock exchange, based on the volume weighted average trading price of Shares during the 20 consecutive trading day period ending on (and including) the last day of the Performance Period or (y) if the Company is not then-listed on a national stock exchange, based on the Fair Market Value of a Share as determined in good faith by the Board pursuant to a reasonable valuation method. The Ending Equity Valuation shall be subject to equitable adjustment in accordance with Section 14.2 of the Plan.

By acknowledging and accepting this Grant Notice via the Company’s equity administration online portal, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, and fully understands all provisions of the Agreement, the Plan and this Grant Notice. Further, by accepting this Grant Notice, Participant agrees and acknowledges that Participant shall abide by the terms of the Company’s Insider Trading Policy, as amended from time to time, and any clawback policy of the Company applicable to Participant from time to time.

In addition, by accepting this Grant Notice, Participant agrees that the Company will satisfy any tax withholding obligations in accordance with Section 2.6 of the Agreement by either, as determined by the Administrator (or its delegate), (i) withholding shares of Common Stock otherwise issuable to Participant upon vesting and/or settlement of the PSUs (“withhold to cover”) or (ii) instructing a broker on Participant’s behalf to sell shares of Common Stock otherwise issuable to Participant upon vesting and/or settlement of the PSUs and submit the proceeds of such sale to the Company (“sell-to-cover”), in each case subject to the terms and conditions of the Agreement.

Pursuant to the Performance Stock Unit Award Grant Notice (the “Grant Notice”) to which this Performance Stock Unit Award Agreement (this “Agreement”) is attached, Spirit Aviation Holdings, Inc., a Delaware corporation (the “Company”), has granted to Participant an award of performance restricted stock units (“Performance Stock Units” or “PSUs”), under the Spirit Aviation Holdings, Inc. 2025 Incentive Award Plan, as amended from time to time (the “Plan”), which shall constitute a “Performance Award” under the Plan. Each Performance Stock Unit represents the right to receive one share of the Company’s Common Stock (each, a “Share”), subject to the terms and conditions set forth in the Plan, this Agreement and the Grant Notice.

1.2 General. Each Performance Stock Unit shall constitute a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (each, a “Share”) (subject to adjustment as provided in Section 14.2 of the Plan) solely for purposes of the Plan and this Agreement. The Performance Stock Units shall be used solely as a device for the determination of the payment to eventually be made to Participant if such Performance Stock Units vest pursuant to Section 2.3 hereof. The Performance Stock Units shall not be treated as property or as a trust fund of any kind.

2.2 Company’s Obligation to Pay. Each PSU has a value equal to the Fair Market Value of a Share on the date it becomes vested. Subject to the terms of this Agreement and the Plan, each PSU, to the extent it is earned and becomes vested, represents the right to receive one Share upon payment. Unless and until the PSUs will have vested in the manner set forth in this Article II, Participant will have no right to payment with respect to any of the PSUs. Prior to actual payment of any vested PSUs, such

2.3 Vesting Schedule. Except as provided in Section 2.4, the number of PSUs that shall be earned and become vested shall be determined by the Administrator in accordance with the methodology set forth in the Grant Notice as of the last day of the Performance Period based on the level of achievement of the Performance Goal set forth in the Grant Notice, subject to Participant’s (a) continued employment with the Company or service as a director on the Board through the third anniversary of the Grant Date and

(a) Except as set forth in Section 2.4(c) below, in the event of Participant’s Termination of Service by reason of (i) Participant’s death or Disability (as defined in the Employment Agreement), (ii) the termination of Participant’s employment or service by the Company without Cause (as defined in the Employment Agreement) or (iii) Participant’s resignation for Good Reason (as defined in the Employment Agreement), then, subject to Participant’s (A) execution and non-revocation of a release of claims in accordance with Section 5(d) of the Employment Agreement and (B) continued compliance in all material respects with the covenants contained in Sections 6 and 7 of the Employment Agreement (clauses (A) and (B), collectively, the “Acceleration Conditions”), a pro-rated portion of the PSUs will be eligible to vest as of the last day of the Performance Period (determined by multiplying (i) the number of Shares underlying the Award of PSUs hereunder by (ii) a fraction, (x) the numerator of which is the number of days Participant was employed in active service by the Company since the Grant Date and (y) the denominator of which is 1,096), based on the actual level of achievement of the Performance Goal set forth in the Grant Notice as of the last day of the Performance Period, as determined by the Administrator in accordance with the methodology set forth in the Grant Notice.

(c) In the event a successor entity (or its parent) in a Change of Control assumes or substitutes the PSUs in accordance with Section 14.2(d) of the Plan, then the PSUs shall thereafter remain outstanding and eligible to vest on the third anniversary of the Grant Date, subject to Participant’s (i) continued employment with the Company through the third anniversary of the Grant Date and (ii) continued compliance in all material respects with Participant’s restrictive covenant obligations in Section 6 and 7 of the Employment Agreement; provided, however, in the event of Participant’s Termination of Service by reason of (i) Participant’s death or Disability, (ii) the termination of Participant’s employment or service by the Company (or its successor) without Cause or (iii) Participant’s resignation for Good Reason, in each case, on or within 12 months immediately following such Change of Control, then, subject to Participant’s satisfaction of the Acceleration Conditions, the PSUs shall be eligible to vest (and shall not be prorated), based on the actual level of achievement of the Performance Goal set forth in the Grant Notice (measured as of the date of the Change of Control), as determined by the Administrator in accordance with the methodology set forth in the Grant Notice.

this Agreement (after giving effect to any applicable accelerated vesting pursuant to Section 2.4 hereof) will thereupon be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration therefor, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder. Notwithstanding anything to the contrary herein, in the event the Administrator determines that the Performance Goal is achieved below the threshold performance level set forth in the Grant Notice, then the PSUs shall be immediately forfeited, terminated and cancelled in their entirety without payment of any consideration therefor, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder.

(a) As soon as practicable following the vesting of any Performance Stock Units pursuant to Section 2.3 or Section 2.4 hereof (but no later than 60 days after the date of such vesting), the Company shall deliver to Participant a number of Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Performance Stock Units subject to this award that vest on the applicable vesting date, unless such Performance Stock Units terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 2.8(a), (b) or (c) hereof, then the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee or the Board, as applicable, determines that Shares can again be issued in accordance with such conditions in Sections 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, this Agreement or the Grant Notice to the contrary, upon vesting of the PSUs, Shares will be issued as set forth in this section. In no event will the PSUs be paid to Participant in the form of cash.

(b) Notwithstanding anything to the contrary in this Agreement or the Grant Notice, by accepting the PSUs, Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, excise tax, fringe benefits tax, or any other tax of any kind related to the PSUs and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility (or that of Participant’s beneficiary). Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs or the subsequent sale of Shares acquired upon settlement of the PSUs and (ii) except for the cooperation obligations set forth in Section 11(d) if the Employment Agreement, does not commit to and is under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result.

(c) Upon the vesting and/or settlement of the PSUs (or as of any other date on which the Company determines that the value of any PSUs otherwise become includible in Participant’s gross income for tax purposes) (the “Tax Withholding Date”), the amount of any applicable federal, state, local and foreign Tax-Related Items that the Company determines are required to be withheld with respect to the PSUs (which shall include any excise tax withholding obligations under Section 280G of the Code, solely to the extent such excise tax withholding is in respect of such PSUs) (the “Tax Withholding Obligations”) shall be satisfied by either, as determined by the Administrator (or its delegate), (i) the Company withholding a number of shares of Common Stock otherwise issuable to Participant pursuant to the PSUs that the Company deems necessary to satisfy the Tax Withholding Obligations (“withhold to cover”) or (ii) instructing a broker, on Participant’s behalf, to sell a number of shares of Common Stock otherwise issuable to Participant pursuant to the PSUs that the Company deems necessary to satisfy the Tax Withholding Obligations and submit the proceeds of such sale(s) to the Company (“sell-to-cover”), in each case subject to such procedures as determined by the Company from time to time.

2.7 Rights as Stockholder. The holder of the PSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, any dividend rights and voting rights, in respect of the PSUs and any Shares underlying the PSUs and deliverable hereunder unless and until such Shares shall have been actually issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14.2 of the Plan.

2.8 Conditions to Delivery of Shares. Subject to Section 11.4 of the Plan and Section 2.6(d) hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions:

2.9 Dividend Equivalents. With respect to each of the Performance Stock Units covered by this Agreement, Participant shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Share of any dividends declared by the Board on the outstanding shares of Common Stock during the period beginning on the Grant Date and ending either on the date on which the Participant receives payment for the Performance Stock Units pursuant to this Agreement or at the time when the Performance Stock Units are forfeited in accordance with this Agreement. These dividend equivalents will accumulate without interest, subject to the terms and conditions of this Agreement, and will be paid in the same form in which such underlying dividend is paid to holders of Shares generally, and at same time and to the same extent (and subject to the same vesting, forfeiture and performance goal provisions) as the Performance Stock Units for which the dividend equivalents were credited. For the

2.10 Clawback. This Agreement and the PSUs awarded hereunder shall be subject (including on a retroactive basis) to such clawback, forfeiture or similar requirements (i) as required by applicable law and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or (ii) provided in a policy adopted or otherwise maintained by the Company which applies to Participant and the other executive officers of the Company, including, but not limited to, the Company’s Clawback Policy for Detrimental Conduct, as amended from time to time), and any clawback policy adopted to comply with Section 303A.14 of the New York Stock Exchange Listed Company Manual or Section 5608 of the Nasdaq Listing Rules, and such requirements shall be deemed incorporated by reference into this Agreement.

3.1 Administration. The Administrator shall have the power to interpret the Plan, this Agreement and the Grant Notice and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith in accordance with the terms of this Agreement and the terms of the Plan shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation taken or made, or omitted to be taken or made, under or with respect to the Plan, this Agreement, the Grant Notice or the PSUs (unless constituting fraud or a willful criminal act or omission). The duties and obligations of the Company, the Administrator and each member of the Administrator shall be determined only with reference to the Plan and this Agreement, and no implied duties or obligations shall be read into the Plan, this Agreement or the Grant Notice on the part of the Company, the Administrator or any member of the

Administrator. Under no circumstances shall the Company, the Administrator or any member of the Administrator be obligated to prove good faith for any purpose, it being specifically understood and agreed that the Administrator and each member of the Administrator shall be presumed in all instances to have acted in good faith. To overcome this presumption of good faith, Participant shall have the burden of proving, by clear and convincing evidence, that the Administrator or the member of the Administrator, as the case may be, intentionally acted in bad faith.

3.2 Adjustments upon Specified Events. The Administrator may accelerate payment of the PSUs in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Common Stock contemplated by Section 14.2 of the Plan, the Administrator shall make such adjustments the Administrator deems appropriate in the number of R PSUs SUs then outstanding and the number and kind of securities that may be issued in respect of the PSUs. Participant acknowledges that the PSUs are subject to amendment, modification and termination in certain events as provided in this Agreement and Article 14 of the Plan.

3.3 Grant is Not Transferable. During the lifetime of Participant, the PSUs and the rights and privileges conferred hereby will not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed in any way (whether by operation of law or otherwise), and will not be subject to sale under execution, attachment or similar process, unless and until the Shares underlying the PSUs have been issued. Upon any attempt to sell, transfer, assign, pledge, hypothecate or otherwise dispose of the PSUs, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or

similar process, the PSUs and the rights and privileges conferred hereby immediately will become null and void. Unless and until the Shares underlying the PSUs have been issued, neither the PSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

3.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal executive office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.5, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

3.9 Conformity to Securities Laws. Participant acknowledges that the Plan, this Agreement and the Grant Notice are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the PSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the Grant Notice shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.10 Amendments, Suspension and Termination. To the extent permitted by the Plan, the Administrator or the Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement, the Grant Notice and/or the PSUs granted hereunder, prospectively or retroactively (including after Participant’s termination of employment or service with the Company); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of Participant with respect to the PSUs granted hereunder shall not to that extent be effective without Participant’s consent unless the Committee or the Board, as applicable, determines that such either is required or advisable in order for the Company, the Plan or the award of PSUs made hereunder to satisfy any applicable law or regulation. Nothing in this Agreement or the Grant Notice shall restrict in any way

3.12 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the PSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.15 Section 409A; Taxes. This Agreement is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the PSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right, in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so, and without Participant’s consent), to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for the PSUs either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding anything to the contrary herein, no amount that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be payable on a termination of employment unless the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section l .409A-l(h) of the Department of Treasury Regulations. Further, subject to Section 14.11 of the Plan, if (i) Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as determined by the Administrator, and (ii) the settlement of PSUs pursuant to this Agreement in connection with Participant’s employment or “separation from service” within the meaning of 409A would constitute “nonqualified deferred compensation” within the meaning of Section 409A, then, to the extent necessary to comply with, and avoid the imposition on Participant of any accelerated or additional tax, under Section 409A, such settlement shall be delayed until the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the date of Participant’s death. Participant’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct

payments. This Section 3.15 does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the PSUs will not be subject to taxes, interest and penalties under Section 409A. For the avoidance of doubt, Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for his account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

3.16 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement and the Grant Notice create only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust or separate fund of any kind, or a fiduciary relationship between the Company, any parent of the Company, any Subsidiary or the Administrator, on the one hand, and Participant or other person or entity, on the other hand. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive Shares as a general unsecured creditor with respect to the PSUs, as and when payable hereunder.


Equity Valuation Growth			Total Percentage of PSUs Earned
1.25x			0%
3.25x			100%