Sec Form 3 Filing - Milton Robert A @ Spirit Aviation Holdings, Inc. - 2025-04-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Milton Robert A 2. Issuer Name and Ticker or Trading Symbol Spirit Aviation Holdings, Inc. [ FLYY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SPIRIT AVIATION HOLDINGS, INC., 1731 RADIANT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2025 (Street) DANIA BEACH, FL33004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 221,774 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Units $ 0 ( 3 ) ( 2 ) ( 2 ) Common Stock 332,662 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Milton Robert A C/O SPIRIT AVIATION HOLDINGS, INC. 1731 RADIANT DRIVE DANIA BEACH, FL33004 X Signatures /s/ Thomas Canfield, as Attorney-In-Fact for Robert A. Milton 04/28/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock units, vesting in full on the earlier to occur of (A) a change in control and (B) the three-year anniversary of March 12, 2025, subject to (i) the Reporting Person's continued employment through the applicable vesting date (subject to proration upon an earlier qualifying termination of service) and (ii) achieving a certain minimum share price condition. ( 2 )Represents a grant of performance stock units ("PSUs"), reflected at the target number of shares underlying such PSUs. The PSUs will be earned and vest in full on the earlier to occur of (A) a change in control and (B) the three-year anniversary of March 12, 2025, subject to (i) the Reporting Person's continued service through the applicable vesting date (subject to potential vesting upon an earlier qualifying termination of service) and (ii) the level of achievement of a share price performance goal, measured at the end of a three-year performance period (or, if earlier, the date of a change of control of the Issuer). ( 3 )The performance shares convert to common stock on a 1 to 1 basis.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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